WARNING: alongside these general conditions of sale of ONTECH SECURITY, SL will be applicable, wherever appropriate, the Legal Disclaimer published on our website (http://www.ontech.es/aviso-legal/?lang=es ) thus forming an integral part of this document.
1.- PURPOSE AND GENERAL FEATURES:
- Any current or future order, as well as, any provision made by ONTECH SECURITY, SL (hereinafter, “ONTECH” or the “Seller”) to the buyers of its products (hereinafter, the “Customers” or the “Customer”) will conform to these general conditions of sale.
- These general conditions will be of priority application, where appropriate, over the general conditions of the Customer, unless the latter are expressly accepted by the Seller.
- For any modification of these general conditions to be valid, the same must be expressly accepted in writing by ONTECH.
- The specific clauses of any agreement, contract or singular order shall prevail over these general conditions provided they are in written form and are signed by all contracting parties. Likewise, the part of this general clause that has not been repealed by a specific clause or is not contradictory to what is regulated in said specific clauses, will remain valid and fully enforceable in all scenarios.
- These general conditions will be notified of to the Customers before initiating any trading relationship with ONTECH and they will be considered accepted by the Customer as soon as they are informed of the address of the web page in which they are published, a sales offer is made or they are provided with a price list that includes this web address.
2.- FORMALISATION OF ORDERS:
- ONTECH will not be bound by the offers made, which are conditioned on the effective and timely receipt of supplies from the respective manufacturers. The validity period of the offers is thirty (30) calendar days. After this period has elapsed without the purchase-sale transaction being formalised and according to the conditions expressed above, the offer will be deemed null and void.
- The order made by the Customer constitutes a binding offer that must be expressly accepted by ONTECH, either by means of the corresponding order confirmation, or by sending the requested products, from which moment both parties are linked, as a result of these general sales conditions, to the specific conditions and to the offer that, wherever appropriate, may have been made.
- The information provided verbally by ONTECH, as well as any of the information included in catalogues, brochures, illustrations, drawings, offers and other documentation, are for guidance purposes only, serving only the general description of the product, unless its nature is expressly specified as being binding. ONTECH will not be obliged to inform regarding the changes and modifications that it could make in the manufacture and / or composition of the products, if such modification does not affect the operation or purpose of the same.
- In the case of pre-order offers, the prices offered and expressed in euros will remain unchanged for a month, unless, on the date of invoicing, the parity against the purchase currency has suffered a variation of +3%, applying in this scenario the timely correction. These offers are calculated with the tariffs in force at any time, depending on the countries of origin of the products listed therein, so any change in tariffs will be passed on to the sale price. If there is no offer prior to the order, since it is subject to “Price List”, the prices and conditions of the “Price List” in force at any time will apply.
- The minimum admissible order will be 50 MOQ (units) of each of the ONTECH products or references requested by the Customer.
- The delivery of the orders will be made on the agreed dates, whenever ONTECH has received, in turn, the supply of the products by the respective manufacturers, in a timely manner. The delivery dates indicated by ONTECH will always be estimated, notwithstanding that ONTECH ensures its best efforts to ensure that the delivery and receipt of the products supplied is carried out on the indicated dates.
- The dates of delivery will be presumed fulfilled by ONTECH if it makes the products available to the carrier, which has to carry out the transport, in such a way that, under normal conditions, it is sufficient for said transportation, with the Customer being liable for all expenses that occur as a result of the delay in the reception of the merchandise or the rejection of the merchandise without duly accredited just cause. In any case, these costs include for merely illustrative purposes: storage costs, assurance of product removal, transportation, and even if fees of lawyers and other professionals.
- The delivery period will be considered as of the confirmation of the order and having obtained all the necessary permits, having clarified all the technical points related to the requested product, having fulfilled the Customer with its legal and contractual obligations and having provided the necessary information to ONTECH. The delivery times of the goods for which the processing of an export license by the manufacturer is necessary, will count from the date on which ONTECH receives the Certificate of Use / End User issued by the Customer.
4.- SHIPPING COSTS:
- All the requested products are shipped at the Customer's expense and risk, due, from the ONTECH warehouses to their registered address, with the Customer bearing at its own cost for transportation and insurance.
- The Customer expressly authorises the Seller to contract, on behalf of the Customer, the transport that it deems appropriate, including the shipping route and the means of transport, unless expressly stated otherwise in writing.
- Special packages, if any, are not included in the prices given and will be paid for by the Customer.
- The packaging used by ONTECH in the supplies, will be the responsibility of the Customer to give an appropriate environmental treatment (assessment, reuse or recycling) to guarantee compliance with Royal Decree 782/98 of April 30, Article 18, Law 11/1997 of 24 April, on Packaging and Packaging Waste, or any other in force at the time of delivery, as the final recipient of our packaging.
6.- INCIDENCES DURING DELIVERY:
- ONTECH is expressly authorised to make partial supplies of the requested products and to invoice these partial supplies separately. The delay in the delivery of a partial supply does not authorise the Customer to cancel the rest of the partial supplies.
- In any case of force majeure, war, terrorist attacks, strike, administrative measures, natural disasters, transport impediments, acts or omissions of the government, civil or military administration or third parties, changes in applicable legislation, shortage of raw materials, or any interruption of pending operations, outside the will of ONTECH, regardless of the place or country where they occur, ONTECH is exempt, both from the obligation of supply within the agreed period, and from liability that might be derived as a result of the foregoing.
- In the event that the supply cannot be made due to changes in the regulations governing importation, ONTECH may terminate the contract unilaterally. In this case, ONTECH, at the Customer's request, will enter into a new contract in accordance with the new applicable regulations.
- The delivery of orders for standard products may not be modified, cancelled or changed date without the express consent of ONTECH, which may or may not grant it at its discretion.
- ONTECH reserves the right to assign sales of its products amongst its Customers, at its discretion.
- ONTECH may interrupt the delivery of requested goods, without incurring any responsibility, if the Customer does not pay any amount due at its expiration date or if it has serious news regarding a decrease in the Customer's financial solvency.
- Should the Customer fail to receive the merchandise purchased, ONTECH may proceed to store it at the Customer's expense and risk.
- In the event of ONTECH's breach of the provisions of these general conditions, the provisions of condition thirteen shall apply.
7.- INSPECTION AND RECEPTION:
- The Customer is obliged to examine the merchandise upon its reception, notifying of any fault or defect that could also be observed immediately and in writing to the Seller. In any case, actions due to defects shall be void, both in quantity and quality, after six (6) calendar days following receipt.
- Internal defects must be claimed within thirty (30) calendar days following the delivery of the merchandise. If these claims are not made within the indicated term, the Customer will lose the rights to all actions and right to repeat for this cause against ONTECH.
- No claim will be accepted if the products have been altered in any way by the Customer.
- ONTECH, unless expressly agreed in writing, does not guarantee in any case the suitability of the products for a specific use.
- ONTECH does not guarantee defects that occur in the products supplied, once made available to the Customer, that are due to improper handling (non-compliance with the specifications or conditions of use of the product) or damage or other external influences.
- Under no circumstances will ONTECH guarantee the products supplied to third parties other than the Customer.
- The claims of the Customer, related to defects existing at the time of the transmission of the risk, and notified to ONTECH within the periods established in sections
7.2 and 7.3 of these general conditions, will be resolved at the discretion of ONTECH, replacing the product with another one in good condition, accepting the return of the defective one or correcting (if necessary, repairing) the defects notified of in the product in question. In the event that the Customer has suffered a loss or incurred expenses as a result of defects in the products supplied by ONTECH, condition fourteen shall apply.
- The return of products may only be made after acceptance and authorisation by Ontech (“Return Authorisation”), within a maximum period of
30 days from delivery and no returns will be accepted that do not have the aforementioned authorisation.
- The products that are returned under the corresponding “Return Authorisation” must keep their original packaging and be packaged in such a way that they cannot suffer any type of damage, under the responsibility of the Customer and must be returned to ONTECH with the postage paid.
- Products that are returned as defective and with the corresponding authorisation must be sent together with an accurate and complete description of the nature of the defect. Defective products that arrive at ONTECH units without the corresponding authorisation, will be forwarded to the Customer at due cost.
- ONTECH will not accept returns of products with clear indications of having been mishandled or misused in accordance with the conditions of use or the instruction manual.
- The prices of the products to be supplied do not include VAT, nor any other tax or duty, which will be later passed on to the invoice with the corresponding current rates, as they are sales directed exclusively to companies or professionals.
- Unless there is a contrary stipulation in the order or an agreement in this regard between the Customer and the Seller, the prices do not include special packaging, transport, freight or insurance other than that which the transport companies themselves and the products include and are considered located in the registered address of the Seller.
- ONTECH reserves the right to modify the price, even when it is stated in an order confirmation, if there are increases in the purchase costs of the products, or in any other cost that has a direct reflection on the final sale price.
10. - PAYMENT TERMS:
- The place of payment is established as the address of ONTECH.
- The payment terms will be 50% in cash upon request and acceptance of the order and the remaining 50%, in cash at the time of delivery of the products, in accordance with the application of LAW15 / 2010 on measures to combat late payment, or whichever regulations are passed to replace it. The Customer may not, under any circumstances, withhold the amount or part thereof for claims of quality or quantity at its volition against ONTECH.
- If the Customer solvency appraisal has not yet been carried out by ONTECH, or, it is in default against ONTECH or third parties, or there is any other reason that leads ONTECH to doubt the ability or willingness to pay by the Customer, the Seller may condition the supply of its present or future products to payment in advance or in cash upon delivery of the products.
- ONTECH expressly reserves ownership of the products until the total payment of the same by the Customer is forthcoming. During said period, the Customer shall be merely a custodian of the same. Therefore, ONTECH will have the right to sell the products to a third party on behalf of the Customer or on its own account. In this sense, the Customer must (a) maintain the Product or Products in perfect conditions; (b) inform of the Products that the same are owned by ONTECH; (c) notify ONTECH of the exact location of the Products; (d) store the products under properly guarded conditions, using them in a suitable manner; and (e) allow ONTECH, its employees or agents, access to the storage facilities where the Products are located, for the purpose of their examination or removal, should this be required.
- The Customer has no right of retention or compensation against the payment of the amount due, unless the debt is acknowledged by ONTECH or declared in a final Judgment.
- The delay in the payment of the price will constitute the Customer the obligation to pay the interest on arrears, on the amount that is due, in direct and immediate application of Law 15/2010 on measures to combat late payment in commercial operations.
- The Customer in arrears, at the choice of ONTECH, will be obliged to grant the corresponding recognition in public deed, accept bills of exchange or other effects. In those cases, all expenses, fees, levies and taxes arising as a result of the default are borne by the Customer.
- ONTECH reserves the right to unilaterally and at any time modify the payment terms agreed with the Customer, as well as the credit limit assigned to it, or even suspend the shipment of products, when, according to its criteria, it considers that the financial conditions of the Customer or its payment history does not guarantee
the reliability of transactions.
11. - RESALE AND EXPORT CONTROL:
- The products supplied by ONTECH are intended for the delivery country agreed with the Customer. The resale or other use of the products or related technology, or complementary documentation are subject to the export control regulations of the United States of America, the countries of registered address of the contracting parties and the European Union; additionally they could be subject to export and import control regulations of other countries. It is the obligation of the Customer to be duly informed of the existence of said norms, to comply with them and, if necessary, to request and obtain the appropriate import, export or re-export licenses.
12. - USAGE LIMITATIONS:
- The products supplied by ONTECH will only be used for the uses indicated in the contractual documents. Unless expressly stated otherwise, these uses do not include life maintenance systems, uses in connection with nuclear materials or any other use in which, a failure in the product, may cause damage to life, physical integrity or health, or financial damages.
- The Customer will comply, at all times, with all the regulations that may be applicable with respect to the application, handling, storage, manufacturing and disposal of the products marketed and supplied by ONTECH.
- The Customer will be solely liable, thereby duly exempting ONTECH for damages resulting from improper use, storage, storage, processing or handling of the products. If the Customer gives the products supplied or programmed by ONTECH, any of the above uses, or sells them to a third party for this purpose, it will do so at its own risk, without ONTECH assuming any liability in this regard. The Customer shall keep, upon first demands, ONTECH and the respective manufacturer unharmed from all legal or extrajudicial claims that may be caused by this cause, including, at all times, legal costs.
13. - LIABILITY:
- Claims for damages and losses made by the Customer based on any grounds and, in particular, in breach of ONTECH's contractual obligations, are expressly excluded when there is no serious fault or intent. In any case, the contractual liability of ONTECH is limited to the value of the purchase of the products. ONTECH will in no case respond to the Customer for loss of earnings, loss of income, costs of inactivity or, in general, losses of any kind that the Customer may suffer due to non-delivery or defective delivery of the products.
- The Customer expressly states and acknowledges that all risks, legal obligations and liability towards its customers or any third party arising from the resale, use of the products are fully assumed by the latter in as part of its professional or entrepreneurial status. For this purpose, the Customer shall keep ONTECH harmless for all claims, costs, damages and losses of any nature that result from claims directed to the Customer or ONTECH arising from the resale, use, use or breach of the obligations assumed by the Customer vis-à-vis its customers or any third parties. This indemnity clause will include the defence of ONTECH, with the Customer bearing all the corresponding costs and expenses with respect to any claim for damages resulting from any of the scenarios contemplated in this clause 13.2. Likewise, the Customer expressly waives any action of repercussion or repetition that could have against ONTECH in these cases.
14. - GUARANTEE:
- The guarantee of the Seller extends exclusively to products supplied by the latter and expires after two years from the date of availability. The products returned under this guarantee must be in the same state in which they were received by the Customer and without having undergone any modification or handling, having to be returned in the same packaging in which they were sent.
- The following circumstances exclude the Seller's warranty: acts of God and force majeure; natural wear of the product, deterioration caused by misuse or use of products or other unsuitable materials, due to not respecting the instructions for use and / or use of product conservation; poor or insufficient maintenance; Repairs or modifications made arbitrarily by the Customer or third parties and any other circumstances beyond its control. The guarantee obligation of the Seller is limited to the original defect that the product or part featured, excluding the worsening of said defects caused by the circumstances described above.
- During the guarantee period, the Customer may send ONTECH the products purchased to be repaired or replaced, if they are defective, provided that it does not infringe any indispensable condition of those described in section 7. Nonetheless, ONTECH may refuse to repair or replace the products that are sent under this guarantee if these have been handled.
- Products outside the guarantee period may be repaired or replaced at the Customer's request, applying in those cases the current repair rates or the price of the product applicable at that time.
- The guarantee of products supplied by ONTECH only extends to ONTECH Customers.
- The guarantee does not extend to the supposed use, by the Customer, of the goods supplied as raw material for their transformation.
15. - ONTECH INDUSTRIAL PROPERTY RIGHTS:
- The Customer acknowledges that patents, trademarks, trade names and other intellectual and industrial property rights on the products belong and will belong solely and exclusively to ONTECH and will not be able to claim anything or have any rights with respect to them. Trademarks and brand names will be used by the Customer only for the purposes of the contract and in all cases complying with the guidelines and requirements established by ONTECH.
- Under no circumstances, the sale or supply of the products by the Seller to the Customer will imply a licence for use, development or of any kind on the intellectual or industrial property rights of ONTECH.
- It is strictly prohibited to perform inverse engineering process on the Product or Products supplied by ONTECH with the aim of obtaining information or designs on the same, determining what components they are comprised of, who these interact or determining the manufacturing process.
- In that sense, the Customer undertakes not to register or request the registration of any patent, utility model, brand name, trading name, internet domain or any other form of intellectual or industrial property similar to the trademarks and commercial names with which ONTECH identifies or belongs in a way that leads to confusion.
16. - ASSIGNMENT:
- The Customer's consent will not be necessary for the assignment of the contractual position of ONTECH.
- The assignment by the Customer of any of the rights and / or obligations arising from the order will require the express consent of ONTECH.
17. - PARTIAL ANNULMENT:
- These general conditions, considered as a whole, will not be affected by the nullity, invalidity or non-enforceability of any of its clauses, being integrated those that cannot be considered as valid in accordance with the provisions of the legal rules that are deemed applicable.
- In the event that this is not possible, these conditions will be interpreted and enforced in all their terms as if the null, invalid or non-enforceable provisions had been omitted, provided that the fundamental purpose of the general conditions is not hindered. The parties are obliged to replace the invalid clauses with others whose economic purpose is as similar as possible, to comply with the purposes of these general conditions.
18. - DATA OF A PERSONAL NATURE:
19. - APPLICABLE LAW / JURISDICTION:
- The place of fulfilment of these general conditions is Seville.
- The law applicable to these general conditions is Spanish. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these general conditions.
- The parties, with express waiver of the jurisdiction that may correspond to them, agree to submit whichever differences that may arise regarding the interpretation and compliance of this document to the Courts and Tribunals of the city of Seville.