Our sales transactions with respect to any material or products supplied by us (hereinafter referred to as “the Products”) are subject to these general conditions which shall prevail over any conditions of purchase of our customer, save in the event of a formal and express waiver by us through our specific conditions. Any waiver of our general condictions agreed with respect to a particular transaction shall apply to that transaction exclusively and shall not apply to subsequent transactions.
Offers. Our offers do not constitute an implicit acceptance of the client´s order. Any dimensions, thicknesses and weights quoted with respect to the Products are approximate.
Purchase Order. The placement of an order will be considered as a firm purchase order from the client. It shall be made in writing and sent to Sibán Peosa, S.A.´s offices. The acceptance of the order by Sibán Peosa, S.A. implies the client´s full and unreserved acceptance of these general sales terms, which cannot be amended by specification at odds with those, even if printed out in the client´s purchase order or general purchase conditions. We assume no obligation to sell or supply goods until such time as the customer´s order is accepted in writing by us, the goods until such time as the customer´s order is accepted in writing by us, the goods have been supplied, or our corresponding invoice has issued.
Price. Unless otherwise agreed, the prices of our merchandise will be the current prices at the time of supply of the merchandise and will be stated in the relevant delivery note or invoice. These said prices are net EXW (Incoterms 2010 or premises in Abanto y Ciervena, Vizcaya, Spain). Value Added Tax will be invoiced as a separate concept in accordance with current Law and regulations.
Deadlines. The delivery dates quoted by us are approximate. Save our express agreement to the contraty, no delay in delivery shall give the buyer the right to apply any penalty against or recover damages of any nature from us.
Delivery terms.
1. Any date (hereinafter “the Delivery Due Date”) quoted or agreed by us for the delivery of the merchandise is approximate only and shall not form part of the contract formalised. Without prejudice to the foregoing, we shall provide our customer with a schedule of delivery dates within 30 days from the date of the contract.
2. If our customer fails to take delivery of the merchandise or any part of it on the Delivery Due Date, and/or to provide any instructions or documents required to enable the merchandise to be delivered on the Delivery Due Date, we may store or arrange for the storage of the merchandise, whereon risk in the merchandise shall pass to our customer, delivery of the merchandise shall be deemed to have taken place, and our customer shall pay to us all costs and expenses including storage and insurance charges arising from its failure.
3. Without prejudice to the provisions of paragraph 5 below, risk in the merchandise and consequently all responsibility and liability for same shall pass to our customer from the time of actual delivery to the Customer (or earlier, if so provided in the delivery terms agreed between the parties), or in the case of our customer not accepting delivery of same, from the Due Delivery Date, whichever shall first occur.
4. We shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle our customer to refuse to accept any delivery or performance of or repudiate the contract.
5. Unless otherwise agreed with the client, transport is always at the client´s risk and expense. The risk and costs of the merchandise are transferred to the customer with the handover of the delivery item to the transport company or driver, or earlier, as provided at paragraph 3 above. From that moment on, we will no longer liable for the merchandise, including any delay the carrier may incur. In the event of delivery at the work site, the customer is required to adopt all necessary measures and provisions to ensure a safe receipt of the merchandise, allowing the transport company reach the delivery site itself free from hazards and risks, in the shortest time-frame. Any costs claimed by the transport company related to waiting times and similar issues will therefore be borne by the customer.
6. No delivery of any kind will take place without the corresponding signature on the delivery order. This delivery order shall be signed by either the client or by an authorized person who will indicate name, surname, ID number and position within the company, together with the signature.
7. We shall at our absolute discretion be entitled, notwithstanding anything to the contrary contained in any documentation, to withhold shipment of goods to any client from whom any payment to us is overdue.
Packaging. Merchandise is delivered with the packaging provided by the supplier. If the client prefers a different packaging, he/she shall so inform Sibán Peosa S.A., and pay the costs this change might imply.
Payment Terms. Unless a previous provision of credit is agreed by both parties, all payments of the merchadise will be down payments. In case of failure on the part of the custoemr to fulfil the agreed Payment Terms, Sibán Peosa, S.A. will be able to cancel outstaanding deliveries and other orders in progress from this customer.
Retention of Title. Sibán Peosa, S.A. retains ownership of the goods pending full payment. In the event of non-payment 3 days after payment request is sent to the client, Sibán Peosa, S.A. will be able to recover the possession of the merchandise and collect it wherever it is. Recovering of possession does not affect any other potential rights Sibán Peosa, S.A. may exercise.
Retention of Title does not imply that Sibán Peosa, S.A. assumes loss or damage risks, which shall be borne by the client as from the delivery of the merchandise.
In the event of bankruptcy or seizure of part or the entire client´s assests, he/she must notify Sibán Peosa, S.A. immediately and is obliged to put the merchandise at our disposal. All expenses derived from the recovery of these possessions are at the customer´s charge.
Cancellation and Return. Only previusly agreed returns will be accepted. No cancellation or return of special non-standard material produced, or under production at the client´s request will be accepted. Tampered merchandise or damaged packaging will not be admitted under any circumstances.
Claims. Claims for damages, errors or incomplete goods will be only be admitted, as long as the discrepancy is recorded in the transport company´s delivery note and sent to Sibán Peosa, S.A. by fax or email within 5 working days from the moment the merchandise was delivered. For this reason, it is highly recommended that all goods are checked upon delivery in order to submit any claim that may proceed. These claims are limited to the invoice value (max) of the defective goods, claims on lost profit, consequential or emerging damage that this may cause, are excluded.
We shall not be in default by reason of any failure in our performance of any sale or delivery if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labor shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrhophe, lack of timely instructions or seesntial information from our customer, otherwise arisen out of causes beyond our control. Nor shall we at any time be liable for any incidental, special or consequential damages.
Our obligations as regards any defect acknowledged by us shall be limited to the repair or replacement of the product due to defects on the terms set out above, or at our discretion, our payment of the disputed product in the amount of the price set out in our disposal in the condition in which it was delivered, and shall expressly exclude any liability on any other grounds. Such goods shall not be returned to us their return. Under no circumstances shall our liability with respect to goods delivered by us exceed their price as set forth in our invoice relating to same.
Proprietary rights.
a) We expressly prohibit any direct or indirect use, reference to, or other employment of our name, trademarks, internet domain or trade name exclusively licensed to us, except as expressly authorised by us in writing.
b) We normally supply all necessary data for the proper installation, test, operation and maintenance of our goods. Portions of this data are proprietary in nature and will be so marked. Our customer agrees to abide by the terms of such markings and to be liable for all loss or damage incurred by us a result of the improper or unauthorised use of such data. We retain for ourselves all proprietary rights in and to all designs, engineering details, and other data pertaining to any goods supplied by us and to all discoveries inventions, patent rights, etc., arising out of work done in connection with the supply of goods and all equipment developed as a result thereof, including the sole rigth to manufacture any and all such products. Our customer shall not contact our supliers, or any other person, for the purpose of manufacture.
c) Our customer acknowledges that the goods abd documentation supplied by us are our property, and agrees not to print, copy, provide or otherwise make available, in whole or in part, any portion of an original or modified goods, documentation or realted materials.
d) Our customer shall not disclosure any technical data, code, reference or data provided by us as well as technology and data contained in the goods.
Miscellaneous provisions
a) In no circumstances shall our liability to our customer with respect to any alleged defects or shortages or otherwise with respect to Products delivered or to be delivered exceed the invoice value of the Products.
b) Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by us or contained in our catalogues, price lists or similar documents are merely intended to represent a general idea of the Products and do not constitute or amount to a contractual commitment or obligation by us in any way.
c) We shall not be liable for any failure in the performance of any of our obligations when such failure is caused by a force majeure or other factors outside our control.
Language, law and jurisdiction
a) In the event that these conditions of Sale are prepared or submitted in more than one language version, the Spanish version thereof shall be considered the only valid text, any other text being of no legal effect.
b) These General Conditions and any contract to which same apply and any interpretation or dispute arising hereunder shall be governed by the laws of Spain. We and the parties to any sales transaction by us furthermore agree to submit any dispute or claim arising from the performance or interpretation of this agreement or in any way, whether directly or indirectly connected with same, to arbitration in law by La Corte de Arbitraje de la Cámara de Comercio, Industria y Navegación de Bilbao (The Arbitration Tribunal of the Chamber of Commerce, Industry and Navigation of Bilbao) which shall furthermore administer the arbitration and appoint the arbitrators as provided for its Rules. The parties furthermore undertake to accept and comply with the arbitration award wich issues. Notwithstanding the foregoing, our customer in the court with jurisdiction over its domicile or of any place where a breach of a sale agreement governed by these general conditions has taken place.
