In these conditions;
“Collection Notice” means a written notice from the Company to the Customer that the Products are ready for collection at the place indicated in the advertisement;
“The Society” means Global Metwire Injection S.L.
“The Contract” means the Contract entered into between the Company and the Customer for the supply of the Products and which shall be governed by these Conditions and which includes the terms and conditions and the related documents or information set forth in, or otherwise identified, in the offer on which the Contract is based or in any order confirmation of the Company;
“The Client” means any person, firm, organization or company that purchases the Products offer;
“The Products” means the goods manufactured or negotiated by the Company, including the encapsulation of ferroalloys in general, and the purchase and sale of all types of raw materials, which may be the subject of the Contract;
All references in masculine also include feminine, and singular includes plural.
2. FORMATION OF THE CONTRACT
2.1 These Conditions are incorporated into all Contracts between the Company and the Client for the supply to the Client of Goods.
2.2 These Conditions replace any previous conditions that appear in the literature of the Company or elsewhere. The ordering of an order by the Client will be considered as an acceptance of these Conditions, unless specific conditions are accepted in writing between the Company and the Client. All the stipulated terms and conditions, which are incorporated or mentioned by the Client, either in their order or in any negotiation or otherwise, are excluded and, in any case, these Conditions will prevail over the terms and conditions of the Client.
2.3 Any offer submitted by the Company does not constitute an offer capable of binding the Company and no Contract will enter into force until the Company has received satisfactory credit references for the Contract and the Company has issued its formal acknowledgment of the Client’s order or in another agreement in relation to the offer / s of the Company.
2.4 The Company is free to modify its prices after the submission of an offer to reflect any increase in wages, the prices of materials, freight, insurance and the cost of abnormal working hours. The Company reserves the right to modify its prices when the estimate of an offer is based on a certain amount that is greater or less than the quantity ordered.
3. MANUFACTURER’S CATALOGS, ETC.
The details regarding the dimensions, capacities, qualification of the development, specifications, plans and other data included in the catalogs of the manufacturers, price lists or other documents provided by the Company are only an approximate guide and will not be binding for the Company.
The Company will not be bound by any variation, waiver or additions to the Contract unless they have been agreed in writing by the Company and the Client.
Unless expressly agreed in the Contract, the Company will deliver the Products in ExWorks conditions. Therefore, it is the Client’s responsibility to manage the delivery of the Products in the place specified in the Contract for delivery. The Company shall not be liable for any loss or damage derived, directly or indirectly, from any breach by the Client or its agents upon delivery.
Delays caused by the Client arising from, but not limited to, late payment, suspension of work or ambiguous instructions will allow the Company to add to the Contract a reasonable length of time and the Company will be entitled to modify the Contract price to cover all additional expenses incurred as a result of the delay.
When there is an increase of more than 5% in the price of the ferroalloys and / or of the raw material after the date of the Contract, a surcharge will be applied to reflect this increase and the Client will be notified and added to the price, to from the date of notification. The costs of ferroalloys and / or raw materials will be reviewed by the Company on a monthly basis to determine if a supplement should be added.
The Products will be packed in standard packaging for the domestic or export market of the Company. In case any other type of packaging is required beyond the standard packaging of the Company, the extra cost of packaging will be added to the price. All packaging used to send the Products is not returnable unless agreed in writing by the Company.
Unless expressly agreed in the Contract, the prices do not include transportation or insurance and the Company reserves the right to charge transport and insurance for all the product orders.
10.1 The price of the Products will be that which appears in the Contract. The prices do not include the I.V.A. and the other taxes and duties, which will be added to the price of the Contract in the percentage in force on the date of issuance of the invoices by the Company.
10.2 Payments shall be payable by the Company on the date of delivery of the invoice.
10.3 The term for payment of an invoice issued by the Company will be 30 working days after the payment is due;
10.4 The Company reserves the right to charge interest to the percentage resulting from adding 5 points on the daily interest of the Bank of the Company at any given time, on all amounts due and not paid before the payment deadline. This right may be exercised without prejudice to the other rights that the Company may have in relation to the delay in payment.
10.5 In the event that the Customer has failed to pay any amount owed to the Company under the Contract, after giving the Client 7 days notice in writing stating the reasons for this, the Company may suspend compliance with all of the your obligations under the Contract. The Company will resume its obligations under the Contract within a reasonable time after receipt of outstanding payments. The duration of the suspension foreseen in this clause will not be taken into account in the calculation of any agreed date for the realization of the Products and the Company assumes no liability to the Client regarding such suspension.
11. TRANSMISSION OF THE PROPERTY OF THE PRODUCTS
11.1 Until the Company has been paid in full for the Products included in the Contract, the Client will own the Products as trustee, as depositary of the Company and:
(i) the ownership of the Products will continue to belong to the Company and the Client must store the Products in such a way that they are clearly identifiable as property of the Company, and
(ii) the Company reserves the right to dispose of the Products and can recover possession of them at any time for this purpose and may, through its employees or agents, enter any land or premises owned or occupied by the Client or any buyer after the Products to the Client and, in addition, the Client must include, in any Contract with another buyer, a license in favor of the Company that covers the right to enter foreseen in this subsection, and
(iii) if the Client incorporates or allows the incorporation of the Products in other goods or products in any way, the legal and economic ownership of the other products, both during the incorporation process and subsequently, must be granted immediately to the Company, and the Client will own them in their capacity as trustee as depositary of the Company; if the Company so requests, the Customer must observe the conditions in relation to the storage in subsection (i) of this article as if the other products were the Products originally supplied, and
(iv) the parties agree that the incorporation of the Products in other goods or products in any way does not intend to extinguish the title of ownership of the Company, in accordance with the provisions of these Conditions, and
(v) without prejudice to the foregoing paragraphs, the Client may (unless the Company indicates otherwise or in the event of the events mentioned in clause 11.4 below) selling the Products in the normal course of business on behalf of of the Society, and
(vi) the Client must include within its contract with a subsequent buyer the clauses that reflect the rights of the Company related in this clause 11.4, and
(vii) the Customer must notify to any subsequent purchaser of the Products that the ownership of the Products corresponds to the Company until the Customer has paid the Products in full to the Company and
(viii) any amount of money received by the Client from any subsequent purchaser will be kept separate from the Client’s funds or any other person on behalf of the Company and the Client has a fiduciary duty to account for such funds to the extent of its debt and up to this limit, shall pay the Company with the sums received in relation to the Products
Notwithstanding the foregoing, the risk of the Products is transferred to the Customer under the terms of clause 12 below.
11.2 Upon receipt of the notification by the Company, or in the event of any of the cases set forth in clause 11.4 below, all Products owned by the Company must be delivered immediately to the Company and the Company acting through of its employees or agents shall have the right, without prior notice, to enter during normal hours on the premises or premises of the Client or those of any subsequent purchaser of the Client to take possession of the Products.
11.3 In addition to any legal actions to which the Company may be entitled by law, the Company will have, in the event of any of the cases set forth in clause 11.4 below, the right to a general lien on all of the Client’s Products in possession of the Company for the unpaid price of other products sold and delivered to the Customer by the Company under the same or another contract.
11.4 The events mentioned above are the following:
(i) Any notice to the Client that an administrator or director of all or part of the Client’s assets will be or has been appointed.
(ii) Any notice to the Client that a request to settle the Client is going to be or has been filed or any notification that a resolution to settle the Client (except for restructuring or merger purposes) has been agreed or that said resolution has been issued.
(iii) The Client’s decision that he intends to reach an agreement with his creditors.
(iv) the Client is unable to pay his debts, as defined in the Spanish Bankruptcy Law.
(v) The Customer leaves or threatens to cease the continuation of its business.
The risk of the Products is transferred to the Client since he receives a Notice of Collection. It is the responsibility of the Customer to insure the Products from the date of receipt of the Collection Notice for the total purchase price against the loss or damage caused.
13. MOMENT OF COLLECTION
13.1 The time when the Products will be available for collection by the Customer at the Company’s facilities, will be the later date established in the Contract or the date established in the Contract plus the date of receipt by the Company of the necessary information , complete plans, materials and designs provided by the Client.
13.2 The collection date is not an essential element of the contract and is given by the Company as the best possible estimate and the Company assumes no responsibility for not complying with the collection date, although it will make reasonable efforts to achieve it.
14. CLAIMS IN TRANSIT
14.1 The Company assumes no responsibility for loss, damage, discrepancy or deficiency of the Products in transit when this is done by the Customer or by a carrier designated or requested by the Customer or by a carrier that is employee or agent of the Customer. Claims will be made immediately by the Customer to the carrier.
14.2 The Customer must notify the Company of any claim for loss or damage during transportation immediately after the receipt of the Products or the day on which the Products should have arrived had they not been lost.
15. ACCEPTANCE PROCEDURE
The Products will be deemed to have been accepted by the Customer at collection or delivery unless the Customer notifies the Company in writing of the non-acceptance of the Products within ten days after collection or delivery.
16. FORCE MAJEURE
The Company will not be responsible in any way for any breach of Contract or delay in fulfilling its obligations to the extent that such non-compliance is due to circumstances beyond its reasonable control, including, without limitation, the actions governmental, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lockouts, strikes or other labor conflicts (whether or not they are relationship with the Company’s staff), or the restrictions or delays that affect the carriers or impossibility or delay in obtaining supplies of materials suitable or suitable, as long as the event in question lasts for a period of time continued beyond 60 days, the Customer shall have the right to notify the Company in writing of its intention to terminate the Contract.
If the Client fails to comply with any of the terms of the Contract, whether it is a condition or guarantee express or implied, or if any of the facts listed in clause 11.4 occurs, the The Company may cancel the Contract immediately by written notice. In that In this case, the Company will be exempted from the execution of the Contract and the Client, upon request, shall pay to the Company all expenses and costs incurred in connection with the Contract, together with Losses or gains and all amounts owed to the Company under the Contract.
18. GUARANTEES AND RESPONSIBILITY
18.1 Neither party may exclude or limit its liability for death or damage arising from negligence, in accordance with the legal provision that none of the parties may restrict or limit their liability.
18.2 The Company guarantees that the Products supplied by him to the Client under the Contract shall be of satisfactory quality and reasonably suitable for the purposes given to know the Company in writing at the time of the order by the Client or the Contract.
18.3 Subject to clause 18.2 above;
(i) all warranties, conditions or other terms implied by statute or by law are excluded to the maximum extent permitted by law;
(ii) in no case shall the Company be liable to the Client, contractual or extracontractually or otherwise, for incidental or special losses or damages, exemplary, indirect or consequential, including (but not limited to) loss of earnings, possible or financial losses of any kind that arise in any way from, or in relationship with the Contract;
(iii) the liability of the Company shall be limited to a period of 14 days from collection or delivery of the Products to the Customer;
(iv) if the Company is found guilty as provided in clause 18.2, the liability of the Company shall be limited to the replacement of only the defective part or parts and shall not include labor costs associated with the replacement of defective parts;
(v) any claim for defective Products will only be valid if the claim is made in writing, addressed to the Company, within 14 days after the collection or delivery of
the Products to the Customer.
(vi) The Company will not cover the damages or wear resulting from an adaptation or adjustment that be special, abnormal or arising from an unforeseen use of the Products or a failure to comply with the instructions mentioned in clause 19.1.
19. RESPONSIBILITY OF DANGER WARNING
19.1 The Client acknowledges that there may be dangers associated with the use, storage or the handling of the Products sold in accordance with the Contract. The society will provide and provide instructions regarding the use, storage and handling of the Products, in accordance with the applicable law.
19.2 The Client assumes all responsibility for the use, storage and handling of the Products, as well as for the realization of any warning required for their
employees, independent contractors and subsequent to the Client, in relation to the risks personal and material associated with the Products.
20.1 The Client may not, without the prior written consent of the Company, assign or transmit the rights and obligations of the Contract or any part thereof.
20.2 If any clause of these conditions is considered by any court, tribunal or administrative body with competent jurisdiction, totally or partially illegal, invalid or inapplicable, to the extent of such illegality, invalidity or inapplicability shall be considered separable of the Contract and the rest of the clauses of these Conditions will continue in full force and effect.
20.3 The Contract is not intended to provide a benefit to third parties, either by virtue of Contract (Rights of Third Parties) or otherwise, and no third party shall have the right to do comply with any of the clauses of the Contract.
20.4 The delay by any of the parties in demanding compliance with any of the provisions of the Contract shall not be considered a waiver by that party of the right to make comply with such provision later.
20.5 In case of conflict between these conditions and the particular terms related to a determined transaction, the latter will prevail.
21. CONFLICT RESOLUTION
21.1 The law of Spain will apply to the Contract.
21.2 This Contract is written in English and Spanish, but it will be the English version that will prevail over any translation that can be made.