General conditions of sale of Boulton Pumps Industries, S.L.
The following General Terms and Conditions of Sale shall be duly incorporated into the agreements made for the individual sale of products of BOULTON PUMPS INDUSTRIES S.L. (hereinafter, "Boulton Pumps") in accordance with the provisions of Law 7/1998, of 13 April, on general contracting conditions.
These General Conditions shall be deemed to have been communicated to the Customer from the moment that the Customer is informed of the website on which these General Conditions are to be found or receives an offer from Boulton Pumps accompanied by these Conditions. Alternatively, they shall be deemed to have been communicated if the Customer has previously received them in the course of its business relationship with Boulton Pumps, and in all such cases they shall be deemed to have been accepted by the Customer, for all purposes, when placing its order.
The General Conditions of Sale may only be modified by prior signed agreement between Boulton Pumps and the Customer.
2) ORDER, ACCEPTANCE AND PRICE
Boulton Pumps shall supply the products to the customer in accordance with the terms and conditions contained in the offer or, if any, in the order confirmation submitted by Boulton Pumps. The sale of products to the customer must be the subject of a prior order placed by the customer and Boulton Pumps shall not be bound by (i) an offer made to the customer, (ii) the mere receipt of an order, or (iii) the mere acknowledgement of receipt of such an order.
The contract shall be formed when the order has been placed by the customer, provided that the order has been accepted and confirmed by Boulton Pumps by communication to the customer in the manner agreed for this purpose.
Under no circumstances will orders for an amount of less than FIFTY (50) EUROS be accepted.
The price specified in the offer shall in no case include test certificates, nor the price of materials, nor installation and/or commissioning, unless specifically indicated in the offer.
Nor shall the price include the Value Added Tax (VAT) applicable at all times.
3) DELIVERY OF PRODUCTS
The delivery date of the products shall be specified in the accepted order.
As far as the products are concerned, Boulton Pumps shall be entitled to deliver them at the latest on the day of the delivery date specified, and the customer shall be obliged to take delivery of them at that time. In any case, the delivery period specified in the orders or in the acceptance document is for information purposes only and failure to comply with it shall not give rise to any claim by the customer.
In the event that during the period between the communication of the accepted order and its delivery, Boulton Pumps is forced to reduce or increase the price of the product, it shall immediately notify the customer, who shall be obliged on the basis of such communication to satisfy, within the agreed payment period, the price finally modified, without prejudice to the provisions of the following paragraph.
Notwithstanding the foregoing, the customer may notify Boulton Pumps of its disagreement with the change in price, and may request the cancellation of the orders placed, provided that it has notified Boulton Pumps of such disagreement within a period not exceeding fifteen (15) days from Boulton Pumps' notification of the change in price.
Failure to give notice of non-conformity within the aforementioned period shall entail the Customer's obligation to pay, within the agreed payment period, the modified price duly communicated by Boulton Pumps.
With regard to the place of payment, the parties agree that the place of payment shall be the place where Boulton Pumps has its registered office. Payment shall be made within sixty (60) days from the date of the invoice relating to the product unless otherwise agreed in writing between the parties.
4) DELIVERY AND ACCEPTANCE OF PRODUCTS
The products included in the corresponding accepted order shall be delivered to the customer by Boulton Pumps carriage forward by the transport agency indicated by the customer in each case and shall be carried out under the customer's responsibility and at the place agreed for this purpose. In the absence of agreement between the parties regarding the place of delivery of the products, the products shall be delivered to the customer's warehouses, unless expressly agreed otherwise by the parties. In the event that carriage paid delivery is agreed, this shall be charged on the invoice corresponding to the order delivered and shall be carried out by Boulton Pumps' usual carrier.
The customer undertakes, on receipt of the products, to check that they correspond to the order accepted. Likewise, he/she is responsible for the correct suitability and control of the application and destination of the same, exonerating Boulton Pumps from any liability on this basis.
The customer has a period of fifteen (15) days following receipt of the products to notify Boulton Pumps in writing of any damage or defects found in the products on opening the packaging, in accordance with the provisions of article 336 of the Commercial Code. No product returns will be accepted without prior written agreement from Boulton Pumps. In the event of acceptance by Boulton Pumps, the products shall be returned to Boulton Pumps, carriage paid, to the place specified for this purpose.
Boulton Pumps reserves the right to examine the goods returned by the customer in its warehouse and to deduct from the credit note the costs of inspection, repair and replacement of any damaged parts found.
In accordance with the above, the customer undertakes to carry out checks on the Product received from Boulton Pumps in such a way as to detect any shortages or defects. If, after TWELVE (12) MONTHS from the date of receipt, the customer has not notified Boulton Pumps of any incident relating to possible hidden faults or defects, the customer shall be deemed to have agreed to the product received.
In the event that the customer has detected a defect in the Product delivered and Boulton Pumps agrees with the results obtained by the customer in relation to such defect, and provided that the products have been installed, used and maintained in accordance with the applicable technical standards in force, Boulton Pumps shall have the option to:
- To replace the non-conforming quantities, at no cost to the customer.
- To remedy the defect, insofar as this is possible, taking into account the extent of the defect found.
In the event that Boulton Pumps does not agree with the results obtained by the customer, both parties agree to submit to the results of an analysis carried out by an expert in the field, appointed by both parties by mutual agreement.
The costs arising from the intervention of such an expert shall be borne in full by the party whose conclusions were erroneous.
5) DELAY IN THE PAYMENT OF THE GOODS
Failure to pay the amounts agreed in respect of the sale and purchase of the goods within the agreed time limits, as well as any breach by the customer of its obligations under the terms and conditions agreed with Boulton Pumps, as well as under these General Terms and Conditions of Sale, shall constitute a breach of contract and shall therefore result in the early termination of the contractual relationship between Boulton Pumps and the customer.
Without prejudice to the foregoing, in the event of late payment by the purchaser, Boulton Pumps may claim such amount due plus interest for late payment, which shall be the result of the EURIBOR interest rate in force at the time the delay occurs, plus 2%, without prejudice to the minimum interest claimed being 8%.
In the event of the aforementioned delay or in the event of justified doubts relating to the customer's financial situation or creditworthiness, Boulton Pumps may, without prejudice to the right to terminate the contract as a result of the customer's default, revoke the trade credit granted to the customer, and may also demand advance payment for the product prior to delivery of the product.
6) GUARANTEE OF DELIVERY OF THE PRODUCTS: PACKAGING
All products will be delivered in suitable packaging in accordance with the type of packaging specified in the accepted order or, when not specified, with the norms or standards applicable in Spain and, in addition, adapted to the nature of the products, the environmental characteristics of their function and the normal storage conditions of which the customer should be aware.
Any containers and packaging material delivered by Boulton Pumps shall be considered non-recoverable, and therefore shall become the property of the customer, the costs of which shall be included in the price of the accepted order, and the customer shall be responsible for their proper disposal.
7) Boulton Pumps WARRANTIES
7.1. Product quality.
Boulton Pumps warrants that the product supplied complies with the nature, quantity, substance and quality specifications stated in the accepted order. In the event of dispute, the current sales specification of Boulton Pumps shall apply.
Boulton Pumps shall not be liable for damages of any nature whatsoever that may be caused by the product to third parties or to the customer when such damages are attributable solely to the customer as a result of receipt, storage, inspection, quality control and, in general, the handling of the product. In this respect, the customer shall hold Boulton Pumps harmless against any claims of third parties resulting from the activities carried out by the customer.
Furthermore, Boulton Pumps shall not be liable for any consequences related to the improper use of the product by the customer, who shall be solely responsible for such use or misuse of the product.
It follows from the foregoing that the customer is solely responsible for the use, marketing and destination of the products supplied by Boulton Pumps, as well as for their correct storage and/or treatment, and therefore undertakes to defend, indemnify and hold Boulton Pumps harmless from any costs, fees, damages, claims, expenses or proceedings.
The customer warrants that it will at all times comply with the consumer protection regulations applicable to the marketing and/or processing of the products and with any other public order regulations that may be applicable to the distribution of the products, in particular environmental protection and waste disposal regulations, and that it will comply with any applicable regulations concerning the importation, transit, storage and use of the products.
Boulton Pumps' product warranty is for a period of twelve (12) months and covers material which has a manufacturing defect accepted by Boulton Pumps, all in accordance with clause 4 above.
8) LIMITATION OF ACTIONS
In no event shall Boulton Pumps be liable for (i) any costs, charges or damages incurred as a result of any breach by the Customer of its obligations under these Terms and Conditions, (ii) any breach by the Customer of any applicable consumer protection, health, public order or other laws or regulations, (iii) any direct or indirect, special or consequential damages or any loss of revenue, profit or business or anticipated savings by the Customer, (iv) any fines, penalties, penalties, compensation, damages, costs or fees arising out of or in connection, directly or indirectly, with this Agreement or in connection, directly or indirectly, with this Agreement; (iv) any fines, penalties, compensation, damages, costs or fees arising out of or in connection, directly or indirectly, with this Agreement. Notwithstanding the foregoing and in the event that Boulton Pumps' liability is found to exist, such liability shall not exceed the amount of the value of the product.
The Customer shall indemnify and hold Boulton Pumps harmless from and against any claims, actual or alleged, from third parties and from any payment of costs, charges, liabilities, damages, fines or penalties, if such claim results from the Customer's breach of its obligations under this Agreement, in particular in relation to the liabilities set out in any of paragraphs (i) to (iv) of this clause.
Boulton Pumps shall not be liable for delays in the delivery of the product provided that this is purely and exclusively attributable to the transport company contracted to transport the product. In any case, any claims made by the customer against the carrier on this basis must be communicated to Boulton Pumps for information purposes.
No goods may be exported or re-exported to: (a) any country which is subject to European Union (EU) economic sanctions, (b) any party on the Specially Designated Nationals List, (c) any party on the Denied Persons List, Entity List or Unverified List, or (d) any party on the Debarred Parties List or Nonproliferation Sanctions List.
No consent to the assignment by Boulton Pumps to any company in its group or any subsidiary thereof is required for the performance of this contract and/or any order, accepted order or part of any of them.
10) FORCE MAJEURE
Boulton Pumps shall not be liable for breach of any obligation under this Agreement if and to the extent that such breach is due to causes beyond its control, such as, but not limited to, fire, flood, accident, war (declared or undeclared), embargo, blockade, riot or insurrection.
The parties expressly agree that the party affected by a force majeure event (as defined in the immediately preceding paragraph) shall not be liable for consequential damage or loss of profit arising from such an event, provided that the affected party so notifies the other party in writing immediately after the occurrence of the event in question.
If the cause of force majeure alleged by the Customer persists for a period of more than three (3) months, Boulton Pumps may terminate the Contract.
11) PRODUCT HANDLING
Under no circumstances will we accept the return of products that have been handled, used and/or treated by the customer, or whose original packaging has been opened.
The failure of either party at any time to require strict performance of any term contained in this Agreement shall not be deemed a waiver by it of any right contained herein and shall not preclude such party from requiring strict performance of the term in question, or any other term contained in the Agreement at any other time, including as to any claim for damages.
This Agreement may only be modified by a written instrument signed by both parties. Any amendments made on the basis of the foregoing shall become an integral part of these General Terms and Conditions of Sale.
The parties may not bring any action based on the Contract in any form whatsoever after TWO (2) YEARS from the occurrence of the cause of action, with the exception of claims arising from non-payment of the product, which shall be governed by the rules of the Civil Code and by the provisions of these General Terms and Conditions.
This Agreement supersedes any other oral or written agreements between the parties with respect to the subject matter of this Agreement. The parties acknowledge that they have not entered into the Contract in reliance on any representation made but not contained in the Contract.
Any agreement set out in this Contract which is contrary to law or which is unenforceable for any reason whatsoever shall be deemed to be deleted without the remainder of the Contract losing its effect. In such a case, the invalid agreement shall be rectified by an amended text which shall maintain the spirit and economic meaning of the amended text.
Communications shall be effective, and therefore valid, only when made in writing and received in person by registered mail or facsimile confirmed within ONE (1) DAY by registered mail (except for Orders and their acceptances or alterations which shall be made by fax), sent to the address specified in the order. Any communication sent by registered mail shall be deemed to have been received forty-eight (48) hours after its certification.
In the event that any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, the validity of any other provision of these terms and conditions and the remaining part of the provision in question shall not be affected.
This Agreement shall be governed by and construed in accordance with Spanish law. Any conflict or dispute relating to this Agreement or the supply of the Products shall be subject to the Courts and Tribunals of Barcelona.