Español 
Français 
Português 
English 1.- GENERAL PROVISIONS
These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") shall apply to every quotation issued by the Seller (hereinafter referred to as the "Seller") and to every purchase order placed by the customer (hereinafter referred to as the "Buyer") for products marketed by the Seller. Any purchase order placed by the Buyer shall imply unconditional acceptance of these GTC, which shall govern, together with any specific terms and conditions expressly agreed in writing, every purchase order submitted by the Buyer to the Seller during their period of validity. These GTC supersede any previous conditions or agreements, whether expressly or tacitly agreed between the Parties, which shall be deemed null and void for all purposes. Any amendment to these GTC must be expressly agreed upon in writing by the Parties.
2.- PURPOSE AND VALIDITY OF THE OFFER
When the Seller issues a quotation, the prices and conditions contained therein shall apply exclusively to the products and quantities specified in that quotation and, unless otherwise expressly agreed, shall remain valid for 48 hours. In any event, the quotation shall be subject to revision according to the London Metal Exchange (LME) quotation applicable on the date the order is confirmed by the Seller.
3.- ACCEPTANCE OF THE CONTRACT
All purchase orders shall be subject to the Seller's acceptance. The contract shall be deemed accepted from the moment the Seller accepts the purchase order, including the agreed terms, payment conditions, and confirmation of the corresponding credit risk coverage. Consequently, the Buyer shall not be entitled to hold the Seller liable for failure to accept the order until the foregoing conditions have been fulfilled.
The Buyer's purchase orders must necessarily specify the product, quantity, place of delivery, and delivery date.
By placing an order, the Buyer declares that it has read and understood each and every one of these General Terms and Conditions, expressly accepts them, and agrees to be bound by them in their entirety.
4.- PRICE AND PAYMENT TERMS
The applicable prices shall be those specified by the Seller in the acceptance of the relevant purchase order. Unless otherwise expressly agreed by the Parties, prices shall be understood to be exclusive of any taxes applicable to the transaction. Payment for the Products shall always be made in euros (EUR).
The method of payment shall be that specified in the Seller's acceptance of the purchase order. Failing such specification, full payment for the Products shall be made when they are made available at the Seller's or the Buyer's warehouse, as agreed by the Parties. Any delay in payment by the Buyer shall release the Seller from any obligation regarding subsequent deliveries. Quantities delivered shall be accepted with a tolerance of plus or minus ten percent (+/- 10%) compared with the quantities specified in the original purchase order.
Regardless of the country to which the goods manufactured by the Seller are destined, the payment conditions governing sales under this contract, as well as any compensation, default interest, and penalties arising from the Buyer's failure to comply with the agreed payment terms, shall be governed by Spanish law and, in particular, by the legislation in force concerning the prevention of late payment in commercial transactions.
5.- PLACE OF PAYMENT
Unless otherwise agreed, the Buyer shall make payment at the Seller's registered office or at any other place expressly designated by the Seller.
6.- DELIVERY OF THE PRODUCTS & FORCE MAJEURE
Delivery shall be deemed to have taken place when the Seller makes the goods available to the Buyer at either the Seller's or the Buyer's warehouse, as agreed by the Parties (Incoterms® ICC 2020).
The Seller shall not be deemed to be in breach of its obligations under these General Terms and Conditions, nor shall it be liable for any loss, damage or other consequences arising from any delay or failure to perform resulting from any event beyond the Seller's reasonable control, including, without limitation, strikes, lockouts, collective labour actions or other industrial disputes (whether affecting the Seller, the Buyer or any third party upon whom the supply of the Products depends), fire, explosion, flood or other natural disasters, civil unrest, riots, declared or undeclared armed conflicts, restrictions, shortages, rationing or allocation of the usual sources of labour, raw materials, transportation, fuel, energy or public utilities, accidents, force majeure events, delays by subcontractors or suppliers, or voluntary compliance with government actions and governmental regulations (whether valid or not), including those referred to in the section entitled "Compliance with Laws and Regulations".
If (i) a delay and/or (ii) any additional costs are incurred by the Seller in the performance of the order due to any of the above-mentioned circumstances, the performance period shall be extended for such reasonable time as may be necessary to overcome the effects of the delay and/or the Parties shall negotiate in good faith a reasonable compensation for such additional costs.
Any change in the legal status, under the REACH Regulation, of a substance incorporated into an Article by the Seller (including a substance that becomes newly subject to restriction, authorisation or notification) and any resulting consequences affecting the supply chain (including shortages, delays or discontinuation of production of the Article) shall be considered a Force Majeure event. Accordingly, the Seller shall not be liable for such events.
7.- PACKAGING
Unless otherwise specifically agreed, the price stated in the Seller's acceptance of the purchase order does not include the cost of the standard packaging used by the Seller (including reels, pallets, cradles or other packaging materials). In such cases, packaging shall be invoiced in accordance with the Seller's current price list. Any request by the Buyer for packaging different from that normally used by the Seller shall give rise to an additional charge payable by the Buyer.
If the Buyer wishes to recover the amount paid for reels, cradles, packaging and other returnable materials, the Seller shall reimburse the amount charged for reels and cradles, less depreciation as established in the applicable price list, provided that such items are returned within two (2) years from the date of delivery, carriage paid, and in good condition. Unless otherwise expressly agreed, the sale price of goods intended for export includes the cost of reels, pallets and/or cradles, and no return thereof or reimbursement shall be accepted. The acceptance of returned reels and cradles at the Seller's premises shall be subject to approval by the Seller's technical staff.
8.- TRANSPORT
The Products shall be transported at the Seller's risk and expense and shipped freight prepaid in accordance with the Seller's applicable commercial terms, unless otherwise expressly agreed by the Seller.
In accordance with Article 60 of the Spanish Land Transport Act (LOTT), any claim for transport damage shall require written reservations to be made within the following time limits and in the prescribed manner:
At the time of delivery, in the case of visible damage, by recording the damage on the carrier's delivery note.
Within twenty-four (24) hours after delivery, in the case of concealed damage.
9.- RETENTION OF TITLE
The Seller shall retain full ownership of the Products delivered to the Buyer until full payment has been received. Should the Buyer fail to fulfil its payment obligations, the Seller shall be entitled to retain any amounts paid on account by the Buyer as compensation for damages, without prejudice to the Seller's right to claim any additional compensation where appropriate. The Buyer shall exercise the utmost care in safeguarding the Products until full payment has been made and, in the event of any third-party claims against the Buyer affecting the Products and likely to prejudice the Seller's right to receive payment or recover the Products, the Buyer shall take all necessary measures to assert the Seller's ownership of the Products and shall immediately notify the Seller of such circumstances so that the Seller may take the appropriate action to protect its rights. Any expenses arising from such situations, as well as any liability for damages resulting from the Buyer's failure to take the measures and/or provide the notification referred to above, shall be borne by the Buyer.
10.- DELAY OR CANCELLATION
If the Buyer requests a postponement of delivery, the warranty period shall commence on the original scheduled delivery date. The Buyer shall also compensate the Seller for any storage costs incurred, together with any financial costs and costs resulting from the non-use of the reserved metals (including LME quotations and premiums). The Seller shall be entitled to cancel any contract or purchase order if substantial changes occur to the agreed conditions (including delivery times, quantities or similar terms), or in the event of any breach of the agreed financial obligations by the Buyer. In the event of cancellation of the purchase order or contract, the Buyer shall pay the Seller an amount equivalent to the value of the Products already manufactured, together with those that are in the process of manufacture. In addition, the Buyer shall compensate the Seller for any negative financial impact resulting from the difference between the cash quotation (LME) applicable on the date of the order and the quotation in force on the date of cancellation. This amount shall be calculated by multiplying the relevant LME price difference by the metal content of the purchase order or contract, plus the applicable premiums.
11.- WARRANTY CONDITIONS
The Seller warrants, under normal conditions of use and operation, the functionality of the Products for a period of thirty-six (36) months commencing on the date of delivery of the Product. The warranty period must be evidenced by a duly completed invoice showing the date of purchase. This warranty covers Products that, during the warranty period, develop defects demonstrably caused by defective materials or manufacturing faults. The warranty does not cover deterioration resulting from normal wear and tear, nor any damage caused by unauthorised repairs or modifications or by improper use of the Products. Products covered by the warranty shall be repaired or replaced free of charge, it being understood that the transportation costs shall be borne by the Seller, unless otherwise agreed. Where, due to the nature of the Product, repairs must be carried out at its place of installation, the Buyer shall bear the travel and accommodation expenses of the personnel involved, as well as any costs associated with dismantling and reassembling components other than the defective Product itself. Compliance by the Seller with the obligations set out in this clause shall release the Seller from any further liability in respect of defects in the Products. The Buyer shall indemnify and hold the Seller harmless against any third-party claims relating to such defects. All other warranties, whether express or implied, are expressly excluded. The Seller shall be entitled to terminate the contract if the Buyer modifies the purchase order more than thirty (30) days after the contract or purchase order has been signed. Furthermore, the Seller shall not assume any liability whatsoever in relation to third-party products or their compatibility or operation together with the Products supplied by the Seller. Under no circumstances shall the Seller be liable for any consequential or indirect damages of any kind, whether arising out of the contract, purchase order or otherwise, including but not limited to loss of profit, loss of data, loss of revenue or any losses resulting from interruption of commercial or business activities. In any event, the Seller's total aggregate liability, under any legal theory whatsoever, shall not exceed ten percent (10%) of the total value of the purchase order.
Limitation of Warranties: All Product warranties are expressly set out in this Clause 11 and replace any warranty of merchantability, fitness for a particular purpose, or any other warranty of any kind, whether express or implied, except for the Seller's implied warranties of title, its right to transfer ownership of the Products, and that the Products are free from encumbrances.
12.- PRODUCT IMPROVEMENTS AND TECHNICAL MODIFICATIONS
The Seller reserves the right, at any time, to make improvements or technical modifications to the Products described or illustrated in its catalogues, manuals and technical documentation, including, without limitation, their weight, dimensions and technical specifications. Likewise, the Seller reserves the right to discontinue the manufacture or marketing of such Products whenever it considers appropriate. In fulfilling the Buyer's purchase order, the Seller may supply Products incorporating technical modifications intended to improve their performance or technology. The Seller may also substitute manufacturing facilities where necessary in order to comply with the agreed delivery times. Furthermore, the Seller shall be entitled to manufacture the Products at any production facility within its corporate group, provided that the agreed technical specifications are fully complied with.
13.- COMPLIANCE WITH LAWS AND REGULATIONS
The Buyer represents and warrants, both as of the date of this document and throughout the duration of the purchase order or contract, that it, together with its directors, officers and employees, shall comply with, ensure compliance with, and take all necessary measures to ensure that its agents and/or any subcontractors involved at any time comply with all applicable laws, including, without limitation: (i) anti-corruption laws prohibiting improper, unlawful or corrupt payments, including, without limitation, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the French Anti-Corruption Laws, the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act; and (ii) all applicable national and international export and re-export control laws and regulations, as well as trade restrictions issued by the European Union, the United States of America, the United Nations or any other relevant jurisdiction having authority over the performance of the purchase order or contract, the resale of the Seller's Products, or any related services or documentation. The Buyer shall also obtain any export licences required for the resale of the Seller's Products to third parties.
The Buyer shall indemnify and hold the Seller harmless from and against any loss, damage, liability or expense arising from any breach or violation of the applicable laws. The Seller reserves the right to terminate the purchase order or contract in the event of any breach by the Buyer of any of the provisions set out in this clause, without incurring any liability whatsoever as a result of such termination.
14.- COMPLIANCE WITH PRIVACY AND DATA PROTECTION LAWS
The Parties shall comply with all applicable privacy and data protection laws governing any personal data shared between them.
The Parties undertake to:
(i) implement all appropriate and reasonable security measures (including, in particular, assessing the appropriate level of security for the processing) to prevent unauthorised access, collection, use, disclosure, copying, modification, deletion or any similar risks affecting any personal data received from the other Party;
(ii) comply with all applicable privacy and data protection laws to which they are subject;
(iii) not transfer, share, use or disclose in any manner any personal data obtained from the other Party without that Party's prior written consent; and
(iv) ensure that personal data received from the other Party is accessible only to those employees who have a legitimate business need to access such personal data, who are bound by confidentiality obligations and who comply with each Party's privacy and data protection obligations under the applicable laws. In this regard, each Party shall implement all appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.
Should either Party breach any of the above provisions, the defaulting Party shall indemnify, defend and hold harmless the other Party from and against any and all liabilities, costs, damages, expenses and legal fees arising out of or in connection with any unauthorised or unlawful use or disclosure of personal data obtained from that other Party.
15.- GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Spain.
16.- JURISDICTION
Any dispute arising out of or in connection with the interpretation or performance of the sale and purchase agreement to which this proposal relates shall be submitted to the exclusive jurisdiction of the Courts of Zaragoza (Spain), and the Parties expressly waive any other jurisdiction to which they may otherwise be entitled.