General Conditions of Sale
The term “the Company” shall be understood to mean the company QUIMIBERICA SA.
“The Customer” shall be understood as the natural or legal person who contracts with the Company to acquire goods or services.
“Product” will be understood as the object of the commercial relationship formalized between the Company and the Customer.
“Order” will be understood as the product offer made by the Company that has been accepted by the Customer in writing or verbally.
2. Scope of application
These General Conditions of Sale (hereinafter referred to as GCS) will govern the contractual relations between QUIMIBERICA SA and its Customers, derived from the sales of Products that the Company makes to the Customer for the Orders that the latter places and that the Company accepts.
The Client accepts the GCS when placing an order for Products to the Company having prior knowledge of their content, either because the Company has provided a copy of these, or because the GCS are displayed on the Internet website or because they are considered incorporated in all documents that are exchanged between the parties in relation to the purchase and sale of the Products.
The GSC excludes the application of any general conditions of purchase of the Customer.
Any modification, addition or difference in the terms and conditions (i) that may appear in any communication of the Customer or (ii) inferred by the usual practices of the trade, the course of the negotiation or the course of the supply, even if it allegedly add or modifies these GCS, it will not complement or modify in any case these GCS nor will it be effective or binding, and the Company rejects and denies them unless the parties acknowledge the modification of these GCS in writing and signed by the authorized representatives of both parts.
In the event of an inconsistency between the Spanish version of these GSC and the version in another language, the Spanish version will prevail.
3. Technical advice
The Company could voluntarily provide technical advice to the Customer on the correct use of the Products.
The aforementioned advice is understood as a mere recommendation, without any type of responsibility or commitment.
The content of the Company’s documentation (catalogues, technical sheets, offers, etc.) is informative and does not in itself generate any commitment or contract with the Customer.
The base language of all Company documentation is Spanish, in case they are translated into one or more foreign languages, only the Spanish text will be valid in case of litigation.
4. The order
The choice and purchase of a Product is the sole responsibility of the Customer.
The offers and quotations made by the Company are without obligation and will not be considered a firm order from the Company. The contract is concluded by means of the Customers’ Order and the express acceptance of the Company.
Despite of the previous, even in the case of acceptance by the Company, the Order will be subject to a resolutive condition for the assumption that:
a) The Customer does not pass the credit and solvency analysis carried out by the Company, or
b) The Customer exceeds the credit limit set by the Company, based on their credit situation, purchase volumes and guarantees granted by the Customer, among other issues. Said limit will be exceeded in the event that the Customer places orders to the Company whose value, by itself or accumulated to the value of the previous Orders, for which the Company has not received the full payment, exceeds the specific credit limit set.
Consequently, in the event of any of the two previous assumptions, the Company may choose to:
– Suspend or cancel the Order
– Request additional guarantees for the payment of the Products
4.1 Order modification
Any modification of an Order already accepted by the Company, requested by the Customer, will require the approval of the Company.
In case of any modification of the Order, the Company may:
a) Accept the modifications, placing the new Order in accordance with what is provided in these GSC
b) Not accept the modifications, keeping the original Order
c) Not accept the modifications, considering the Order as cancelled
The Company will only accept modifications and/or variations of the design, scope, deadlines or other terms of an Order if they are notified by the Customer in writing and in due time. In the event that such modifications and/or variations impose additional or more onerous obligations on the Company, the Company will have the right to make an equitable adjustment of the contractual terms, both economically and in the variation of the delivery period.
4.2 Order Cancelation
Orders for non-standard products or special productions already accepted by the Company cannot be cancelled.
To cancel orders accepted by the Company for standard products, its written consent will be required.
All cancellations accepted by the Company of standard products will imply an additional payment of 10% of the total amount budgeted for management expenses.
If the cancellation of the Order occurs outside of the established deadlines, the Customer will be obliged to pay the full price of the Products that are the object of the Order on the date the Order was made.
If the cancellation also entails any damage or harm, the Company may claim the Customer for payment thereof.
4.3 Price, Taxes and Transportation
The price of the Products supplied will be the one communicated by the Company to the Customer prior to the purchase order or, otherwise, the price of the current general price list and will be based and agreed upon in accordance with the INCOTERMS in force. The lack of particular specification at this point implies that the prices will be Ex Works without including charges, transport or taxes. The Customer will assume the payment of VAT, if applicable, as well as any other charge or tax in force at the time of billing.
If, once the Order Confirmation is made, there is a substantial variation in costs or a variation in the rates or taxes levied on the Products, the Company will inform the Customer of the corresponding increase and therefore of the new price of the Products.
These new prices are those that will be applied unless the Customer has rejected them in writing within a maximum period of four business days from the date of communication. In the event that, in accordance with the foregoing, the Customer does not accept the new price, the order will be understood as not carried out, without any liability arising from the Company.
All prices are in EUROS, if no other currency is agreed.
4.4 Delivery Date
The delivery dates indicated by the Company are approximate and are provided for informational purposes only and for guidance.
The Customer is not entitled to any compensation or indemnification as a result of possible delays in delivery. Unless otherwise stated, if delays in delivery are caused by the Company, it will be possible to extend the delivery period for a period equivalent to the delay, but the Customer does not have the right to cancel their Order.
Delays in delivery may not engage the responsibility of the Company in any way, either directly or indirectly.
The quantity requested for the supply of the Products will be considered approximate. The one actually supplied will be the one registered on the delivery note which, in any case, an attempt will be made to adjust as much as possible to the one requested.
Partial deliveries are allowed until the amount requested is total.
4.6 Customer Storage
The unload operations of the Products at the Customer’s facilities will always be the responsibility of the Customer.
The Customer is responsible for having adequate storage capacity to receive the quantity of Product requested. Damages caused to the Company or third parties as a result of not having an adequate storage at the time of delivery will be borne by the Customer.
The Customer declares and guarantees that he has all the necessary permits and authorizations and that they comply with the safety and hygiene requirements that apply to him and, in general, with all the requirements that are required by the regulations in force at the time of receipt of the Products.
The Customer must store the products in a covered, dry and cool place, avoiding direct exposure to sunlight, as well as ensuring compliance with the regulations on the Storage of Chemical Products (SCP). In addition, the Customer must know the potential risks of the products and adopt the necessary preventive measures to comply with the legislation on safety and hygiene at work, especially those indicated in the corresponding Safety Data Sheets and those that are implemented as a result of the mandatory risk evaluation by own prevention services.
The Company will only accept those returns that comply with the conditions provided in this section.
Any claim on the content of the delivery note or on the products received, must be made in writing addressed to the Company, indicating the incidence and the cause of it, at most, within 7 calendar days after the delivery of the Products. Otherwise, the parties assume that the Company delivered the Products in perfect condition and that the Company will not be responsible for possible defects.
Returns derived from breakages or serious damages to the Product’s packaging caused during its transport must be written on the carrier’s delivery note, or failing that, by written communication addressed to the Company within a maximum period of 24 hours after the reception of the Order. If the goods cannot be verified at the time of delivery, the phrase “except examination” will be noted on the delivery note and signed. After this period, no refund will be accepted.
Any hidden defect must be notified to the Company immediately upon discovery. It will be assumed that hidden defects are normally detectable within a period of one (1) month after delivery.
As a general rule, returns of expired, obsolete, or in poor condition due to improper storage or handling will not be accepted.
The Company reserves in any case the right to accept or not the return once it has examined the returned Product and verified the veracity and scope of the cause for return.
4.8 Invoicing and Payment
Paying the invoices is essential. The Customer will pay the invoiced amount by bank transfer to the account indicated by the Company. Payment will be considered completed once the funds are in the Company’s account. In the case of using SEPA direct debits, the pre-notifications of the debts will be instrumented by indicating the amount, due date and account detailed in the invoice.
The payment term will be calculated from the date of issuance of the invoice. The Company has the right, in the case of late payment, to charge interest for late payment and to be compensated for all damages arising from the delay, in addition to the costs related to claiming the debt, as well as to suspend deliveries in course of the Products.
The presentation of documents that create a payment obligation (such as promissory notes or cheques), firm or not, will not constitute payment.
5. Title Retention
The Company will retain title to the Products delivered or sold until it has received full payment of the invoices issued for (i) the Products under the Contract and (ii) the accessories or other amounts owed in connection with the sale of said products.
In case of delay, the Company may demand the return of all unpaid goods.
In case of suspension of payments, bankruptcy, as well as seizure, the Customer will be obliged to declare to third parties that the Company is the owner of the goods and will notify the Company of the fact.
6. Packaging and waste treatment
Once the packaging have been delivered to the Customer’s facilities, the Customer will be fully responsible for them, and in particular, for their correct management, in accordance with the applicable regulatory regulations, especially in the areas of safety, environment and treatment of waste.
7. Applying RD 679/2006 (Sigaus)
The Company is attached to the Integrated System for the Management of Used Oils (SIGAUS). The cost of the management derived from, and in application of Additional Provision 4 of the RD, is itemised in the invoice under the concept of “SIGAUS RD 679/2006 Payment” for all Products affected by the RD.
8.1 Limitation of liability
The liability of the Company, its agents, employees, subcontractors and suppliers for claims arising from the fulfilment or non-fulfilment of their contractual obligations, will not exceed, as a whole, the basic contractual price and will not include, in any case, damages derived from lost profits , loss of revenue, production or use, capital costs, downtime costs, customer delays and customer complaints, replacement energy costs, loss of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any kind.
8.2 Liability for selection or use of the product
The Company is not responsible for claims arising from improper selection or use of the product.
The Products supplied by the Company are for automotive and industrial use, not for use as fuel.
8.3 Liability for damaged product
The Company will not assume any type of responsibility for damages, breakages or flaws that may be suffered or caused to the packaging of the Products once they have been delivered to the Customer. Likewise, it will not assume any responsibility in the event that these damages are caused to the Products during the manoeuvre of unloading the vehicle used to transport them when said manoeuvre is carried out directly by the Customers own personnel. In the event that damages, breakages or flaws are caused during transport, the Company will accept the return of the products as long as the Customer complies with the return conditions provided in section 4.7 of these GSC.
8.4 Liability for damage to third parties
The Company will not be responsible in any case for damages that may be caused to third parties as a result of the use of the Products.
The Company does not guarantee the commerciality or suitability of the products for a specific destination.
The Customer assumes all risks and responsibilities arising from the use of the Products, including, without limitation, the use of the Products in combination with other substances or materials.
10. Force Majeure
The Company will not be responsible nor will it be considered as a breach of the Contract, due to any delay in the fulfilment of its obligations towards the Customer, if the delay or failure was motivated by any unforeseeable circumstances or force majeure, including the cases of strike, other labour or industrial contingencies, lack or inability to obtain raw materials, lack of means of transport and similar events or circumstances. This clause will also apply if the Company’s suppliers suffer any of these Force Majeure events.
11. Industrial property
The brands and commercial names of the Products are legally registered and are the property of the Company, thus being protected by the Industrial Property regulations.
During the validity of the sale contract and subsequently for a period of five (5) years, the Customer will keep as strictly confidential all the information received from the Company in reference to this contract and will not use said information or trade secrets for any other purpose than comply with its contractual obligations derived from the Sales Contract.
Information made available by the Company will remain the exclusive property of the Company and we reserve all rights to such information.
13. Applicable Law and Competent Jurisdiction
The contractual relations between the Company and the Customer, object of these GSC, will be submitted to the Ordinary Jurisdiction of the Courts of Logroño, La Rioja (Spain).
However, in the event of breach by the Customer of any payment obligations derived from these GSC, the Company may choose, alternatively, to execute the legal actions that correspond to it before the Courts of the place where the Customers’ domicile is located.
These GSCs are written in Spanish. In case they are translated into one or more foreign languages, only the Spanish text will be valid in case of litigation.