General terms and conditions of sale
Article 1 - Object of the Contract
This contract regulates the commercial relationship between the BUYER and Persianas Persax S.A. (Persax) with reference to the goods and services contracted with Persax and form an integral part of this contract, replacing or cancelling any clause otherwise agreed in the order listed or any other document of the buyer.
Article 2 - General Terms and Conditions of Sale
- This price list cancels and supersedes all previous editions.
- All the information included in this list such as measures, article descriptions are subject to change due to commercial or technical questions.
- Prices are valid except for typographical error or modification by Persax.
Article 3 - Orders
- Orders not fulfilled in the sheets designed to this purpose will not be valid. Thus, they must be properly signed and confirmed by fax or e-mail. Request them to your office or representative.
- Once the order is placed it will be considered valid and no cancellations will be accepted.
- Any order and previous modifications must be confirmed by fax or e-mail to Persax offices. Telephone orders will not be valid.
- Telephone orders will be valid when receiving the confirmation order duly signed and sealed by fax or e-mail.
Article 4 - Offers
All Persax offers refers to the total amount of product on which the offers is made so the buyer must place the order on the amount mentioned unless Persax stated otherwise. Persax is entitled to modify the offer in case of any order below the amount of product requested by the buyer.
Article 5 - Prices
- VAT is not included. It will be charged in the commercial invoice.
Article 6 - Payment Conditions
- Payment of the invoice should be within 30 days from the invoice issue unless other conditions were specified in the own invoice. In case of any delay or impediment in the delivery of goods due to customers the payment of the invoice will be within 30 days from the original delivery date.
- Promissory notes will be enclosed within 25 days after the invoice date.
- All the payments will be made to Persax within the dates and conditions agreed.
- Buyers are obliged to payment at the expiration date otherwise Persax is in the right to charge interests and costs as well as bank costs, costs on delayed payments, protesting costs by a notary public and rates on commercial operations according to the terms provided by articles 5 to 8 of the act 3/209 december 29 against late payments in commercial operations.
- In case of breach of contract by any other cause, the buyer is obliged to take care of all costs and expenses and damages incurred to Persax.
- Any modification or delay in the way of payments will take an extra charge of 0,75 monthly.
Article 7 - Delivery Date
- Delivery dates are estimated and they mean no compromise. Persax is not responsable for any injures or damages coming from the failure to comply the above mentioned dates, consequently any payment for injures and damages cannot be required of Persax.
- Goods can be delivered by instalments unless it has been specified and confirmed by the company.
Article 8 - Transportation
- Rate prices otherwise stated, are in origin.
- The minimum shipping is 50 euros. In case of a lower value of goods, the shipping cost will be of 9 euros.
- The carriage of goods is at the buyer's account and own risk If an insurance against lost or damage is required this will be taken out by the buyer.
- Any delay or lost in the shipping of goods does not mean the cancellation or delay in payments.
Article 9 - Collection of Goods
- In case of obvious damage on packaging or goods is found at the time of delivery, the buyer must make it known to the carrier company in the delivery document. Otherwise no complaints will be accepted.
- The buyer must check the amounts and the perfect conditions of the received goods. Other wise he will have to make the correspondent complaint to the carrier specifying the object of complaint. The buyer must also notify this to Persax offices and the carrier company within 24 hours from the reception of goods.
- In case of non visible imperfections the buyer must make a complaint within fifteen days from the reception of goods indicating the kind of imperfection. The complaint will be confirmed by mail with acknowledgement of receipt, by fax keeping the report or by e-mail keeping the Reading confirmation.
- The buyer is obliged to collect the goods as soon as notifyed. In case of dealy Persax will be able to seek the refund of storage and custody expenses as well as receiving the total payment thus with no prejudice to any compensation for damage.
- Persax is not responsable for the damages coming from the storage of non collected goods or collected with delay in both Persax and the carrier company warehouses.
- In case the delivery is delayed beyond one month from the time goods were available, the buyer will have to defray the costs that may arise from the storage.
Article 10 - Devolutions
- As a rule, Persax will not accept devolutions beyond the company such as wrong measures or lost sales by our customers.
- Only standar products devolutions will be accepted. These products take a reference number in Persax Price list which specifies the ítem. Made to measure ítems are not included.
- Due to management expenses devolutions will only be accepted when the amount of all material to return is more than fifty euros.
- Devolutions will only be accepted within thirty days after the reception of goods meaning the delivery note.
Article 11 - Devolutions from Persax
- To request a devolution you must indicate Persax order number, delivery document and or the number or Persax commercial invoice.
- Devolutions that have not been previously notified and authorized in writing will not be accepted and do not be accepted when the supplied materials agreed with the order made by the buyer.
- The goods and material sent to review and returned to Persax will be in charge of the buyer.
- Once the devolution is authorized Persax can reject this if detected poorly packaging, damage or used so the buyer must take care of the payment of all merchandise.
- Returns of altered goods will not be accepted.
- The collection of goods to be reviewed does not suppose the acceptance of claim and its payment.
- Once the devolution is accepted, a discount between 25% and 85% will be applied depending on the costs and the possibility of reusing the materials.
- Once all requirements being complied Persax will send a form indicating the goods, quantities and general conditions of devolution. This must be properly signed and remitted to Persax before the collection of goods.
- Persax is exonerated from any responsability, specially that may occur from incidental or consequential damages of goods and those directly or indirectly related to a lack of income.
Article 12 - Guarantee
- The disassembly and replacement costs as well as the returned delivery of all defective goods.
- The breakage, damages and breakdowns due to an improper use of Persax products by the installers, users and others persons.
- Products manufactured according to measures or fabrics not recommended.
- Products manufactured according to the buyer recommendations and/or particular specifications.
- Damages due to natural disasters, unforeseen circumstances and those beyond control caused by atmospheric phenomena such as wind, storms, hurricanes….
- The malfunction of radio systems in waves inhibition areas.
- Those circumstances in which the damage of materials is due to causes such as pools or mounted applications at a distance less than 2 km away from marine and corrosive environments.
- To prolong the products service life is recommended to perform a regular maintenance by wiping it with neutral washing soap and a wet cloth. This will prevent rust problems specially on the coast.
Article 13 - Repairs
- Any repair, modification or finishes must be always carried out by Persax. Anyway the buyer will be responsible for the cost of those reparations made by third persons.
- The minimum cost to be charged will be 50 euros/net unit.
Article 14 - Ownership and Risk
- Persax holds the ownership of all sold material thus the buyer is responsible for being the receiver of them to their full charge.
- If the materials before being fully charged are transferred without Persax written consent. Persax will not recognized the third person as proprietor and legal owner thus Persax holding the ownership and priority on those materials is in the right to proceed to their recovery. So the buyer is obliged to inform about third persons and Persax will be able to act against them.
Article 15 - Health and Safety at Work
The buyer is responsible for the successful installation of goods according to assembly instructions provided by Persax, and following the guidelines of good business practice, with any risk to the health or safety of persons. Persax is not responsible for the breach of this clause by the by the buyer.
Article 16 - Industrial and Intellectual Property
- Persax reserves all copyright, patent, marks and the right on all registered designs in his drawings, circuits, software, documents and equipment.
- Those drawings, specifications, documents etc enclosed to commercial offers and delivered to the customer are only for personal use. They cannot be totally and partially copied or may be place at the disposal of third parties without Persax expressed written consent.
- Any software provided by Persax to their customers will not be considered as part of the sale but as a license.
- In the event that the buyer was required or sued by a third person for infringement of industrial or intellectual property with reference to any many goods provided by Persax, he will immediately advise Persax on it so that the right to defense can be exercised and in any case the buyer will be able to agreed any action without Persax prior informed consent.
Article 17 - Data Protection and Confidentiality
According to 15/1999 Personal Data Protection Act and Public Law 11 of july, 34/2002 the Information Society and E-Commerce Act. We inform our customers their data are included in Persax customers database and they have the right to any access, modification, cancellation and opposition to them by addressing to Autovía de Levante km 48, 2 Polígono de Santa Eulalia C.P. 03400 Villena (Alicante) or firstname.lastname@example.org
Article 18 - Resolution Clause
In case of non-payment Persax is in the full right to cancel the sale invoking this clause and making use of no legal formality just by a written communication to the buyer. Unpaid delivered goods must be immediately returned to Persax offices and the costs will be the care of the buyer. So Persax and the authorized persons are entitle to cancel and collect the unpaid goods from the buyers' warehouses.
Article 19 - Court of Competent Jurisdiction
- The interpretation or application of the present contract is submitted to spanish courts and the language will be spanish.
- In case of any controversy or incident arises from the present contract cannot be settled in amicable form between the buyer and the seller, both parts agree with express resigned to any other legal system or jurisdiction, to refer to Elda city Courts.