Company General sales conditions
General sales conditions

I. IN GENERAL

1. All products supplied by BARBERAN, S.A., hereinafter called “SUPPLIER”, as well as the contractual agreements with the buyer or customer, hereinafter called “BUYER”, will be based on the present document explicitly and in writing except a new formulation is accepted later on by both parties. Any other conditions that are not specified in the present contract will be omitted.

2. All products supplied by the SUPPLIER are based on a descriptive memory or quotation presented to the BUYER, in digital format or in writing, where descriptions and prices of the items object of this contract are clearly stated.

3. The BUYER is obliged to inform third parties (final customer or consignee) about the conditions of the present document, which are to be transfered over with all its clauses. This obligation is for leasing companies as well.

II. CONTRACT VALIDITY

1. The contract will be considered valid as soon the BUYER accepts in any way (digitally or in writing) the quotation from the SUPPLIER and the funds of the formerly agreed down payment are sent by the BUYER and received by the SUPPLIER.

2. The contract will be no longer valid in case the quotation or the purchase order are submitted to technical changes after receipt of the down payment. From this moment onwards, both parties can conclude a new agreement based on the supply of the new modified items in terms of payment, delivery dates and technical features.

3. The contract will contain the items specified in the official purchase order. Any other not specified items are to be invoiced separately.

4. Subsidiary agreements, oral declarations from employees or representatives, modifications on existing purchase orders (including rectifications on items to be delivered) are subjected to written confirmation from the SUPPLIER before they are considered as valid.

III. LAYOUTS, DESCRIPTIONS, QUOTATIONS AND CUSTOMER OBLIGATIONS

1. The technical details described in the quotation, descriptive memory or catalogues are to be considered a brief approximate information and in no case contract binding, except in the case where it is expressly indicated in the contract or through an agreement between both parties.

2. The SUPPLIER reserves its unlimited rights on its property, copyrights and profiteering rights in relation to all documentation, layouts, models, drawings, physical or non physical descriptions, in particular digital or electronic documents handed over to the customer, which has to be considered confidential and do not have to be given in no way to third parties except there is an agreement between SUPPLIER and BUYER.

3. The BUYER has the right to ask for confidentiality about particular processes or those processes where an innovation is recognized by the two parties bringing it out in the descriptive memory or quotation as confidential material prior to the signature of the contract.

4. It is obligation of the BUYER to facilitate the place where the products have to be installed as well as electrical, pneumatic, hydraulic conditions, exhaustion and other referents at the working place. Furthermore, these details have to be facilitated to the SUPPLIER prior to the contract signature, specially those about voltages. The charges caused due to delays and faults not attributable to the SUPPLIER are to be covered by the BUYER.

5. Under BUYER’s request and after the signature of the contract, the BUYER will facilitate information and detailed layouts for the correct consecution of the project, installation, commissioning, use and maintenance.

6. The BUYER is obliged to inform about the use of the object of the contract during the elaboration of the order and before its signature, in particular if it is going to be used with dangerous products, under special circumstances or dangerous environments or if it will be used to process unusual materials that require a special treatment.

7. The SUPPLIER reserves its right to perform changes in the manufacturing and materials of the product to be delivered, always in accordance to the description and way of use described in the quotation.

8. In case of products equipped with any computer system, the BUYER is obliged not to delete the information of the manufacturer. Also modify or reproduce the software of the computer system without the permission of the SUPPLIER. Any right in relation with the software and the documentation of it belongs to the SUPPLIER if not explicit mentioned in the quotation or descriptive memory.

9. In case of working cycles of more than the ones guarantied in point VIII, they have to be explicitly mentioned in the quotation and priced independently.

IV PRICE, PAYMENTS

1. The default sales conditions terms are Ex Works (EXW). Forwarding, packing, unloading, insurance, taxes and delivery charges cost not included, except other terms explicitly indicated in the contract and according to Incoterms 2000.

2. Special installations that were not offered in the quotation like wiring from the machine components to the main electrical board, compressed air installation up to the machine, exhaustions and any other type of installation are not included.

3. The payments must be done in the currency indicated in the quotation and by means of bank transfer free of any charge to our account, which is indicated in our invoice forms. The expenses generated by a payment condition selected from the BUYER are at his charge.

4. The payment will be considered effective once the total amount has been received irrevocably in the SUPPLIER’s account, so that he has the funds available.

5. The BUYER has the right to retain payments or require compensations when both parties are in accordance or they were established in a valid manner seen from the legal point of view

6. The costs for the assembling and commissioning of the machine and maintenance or reparation costs will be offered and invoiced according to present rates. These rates will be communicated to the BUYER before so that he can accept the charges.

7. VAT, surcharge for its equivalence in its case or any other that charge that replaces it partially or completely, is not included and will be invoiced separately according to the present law.

V Delivery times, penalties.

1. The delivery time is established between both parties and is indicated and confirmed in the order form. For complying the delivery time it is necessary to clarify the technical and commercial conditions between both parties, where the obtaining of permissions and acceptances, compressed air installation, exhaustion, electrics and others by the BUYER has to be considered as well.

2. The delivery is subjected to the product reception or service. The delays have to be advised correctly to the buyer as soon as possible.

3. It will be considered a fulfilled delivery when the product has left the factory of the SUPPLIER or when it is ready for shipment. In case of a test of acceptance at SUPPLIER’s facilities, this test date will be considered ready for shipment status. It will be not conditioned through reasons, which the parties cannot be made responsible for, as for instance the delivery delay of primary materials or other factors.

4. If not otherwise agreed between the parties, one month after the communication of the ready for shipment status, the BUYER has to pay for the costs involved by the non collection of the goods.

5. If the product cannot be delivered within the agreed time due to major forces like epidemic, moving, war, revolution, perturbations of the service, accidents, work conflicts, delayed delivery of primary materials, waste of important parts, official measures, catastrophic situations, or other events out of the SUPPLIER’s influence, the delivery date would have to be postponed accordingly.

6. The buyer has the right to claim for a unique compensation in case of a delay in the delivery date for reasons that are imputable to the SUPPLIER only. This compensation goes from 0.5% up to 5% of the value of the non delivered parts per delayed week.

7. The SUPPLIER can postpone the delivery date, if he has reasonable doubts about the payment of the operation. In this case, the BUYER cannot claim for any compensation in relation to this delay.

VI. DELIVERY, SHIPMENT ANS RISK TRANSFER. PACKING.

1. The packaging is not included in the quotation. It must be quoted in a splicit manner in the descriptive memory or offer. The packaging must be sufficient for avoiding damages in normal transport conditions.

2. The delivery place must be specified according to the conditions agreed between BUYER and SUPPLIER.

3. If not otherwise indicated, the transfer of risk from the SUPPLIER to the BUYER is done starting from the moment on where the goods are collected from the BUYER’s forwarder.

4. If the shipment or acceptance is delayed because of the BUYER’s forwarder or the BUYER himself, the responsibility or risk of the product will be automatically transferred to the BUYER as soon the status is considered ready for shipment or for acceptance.

5. The SUPPLIER will facilitate to the BUYER the necessary documentation to issue the insurance certificate for the shipment of the purchased products.

VII Acceptation, control and tests

1. The acceptance tests of the product must be clearly defined with lab tests and samples of materials that show the required result. Different results or applications that were not defined by the BUYER from the beginning will not be a reason to claim by the SUPPLIER.

2. The test material for the acceptance test will be supplied by the BUYER and must be in every moment the same or similar. All changes of materials or result expectations by the BUYER during the project will cancel any responsibility of the SUPPLIER.

3. The cost of the materials, electric consumption and other necessary items for the acceptance tests are to be covered by the BUYER.

4. During the acceptance tests the staff of the BUYER and the SUPPLIER will issue a document about the obtained results with a description of possible faults.

5. If the product is tested and is not according the specifications given in the quotation or descriptive memory, The SUPPLIER is obliged to undertake all possible measures to reach the agreed scope of delivery in a shortest possible time.

6. The product will be considered as accepted if there are no faults that affect its proper operation, the tests cannot be performed by reasons out of the SUPPLIER’s responsibility or the product has been put in service by the BUYER himself.7. The occasioned damages during the acceptance where it is proved that the SUPPLIER was not responsible for them, will be covered by the BUYER.

8. The SUPPLIER reserves its right to use the materials obtained during the acceptance tests for its own promotion in brochures and other media, if not otherwise indicated.

VIII No conformity. Guarantee.

1. In case of no conformity on the product or the description on the quotation or contract, the SUPPLIER will improve the product or come with the BUYER to an agreement to modify the contracted conditions.

2. All items or specific applications that were not specified in the quotation or descriptive memory cannot be considered of no conformity.

3. In case the BUYER finds something of no conformity, he has one week after having taken possession of the product or after an official inspection to inform the SUPPLIER about it.

4. The SUPPLIER has the obligation to correct the operation faults due to design errors, materials or manufacturing within the guarantee period, which is 12 months counted from 15 days after shipping date and for a production of 8 hours a day, except otherwise agreed between BUYER and SUPPLIER in the quotation or descriptive memory in written form.

5. The guarantee reparations do not enlarge the guarantee period for the product but the parts that have been replaced which will have 12 months guarantee from the day of replacement.

6. There is no guarantee for the pieces submitted to waste and for the ones which the guarantee period is lower than 12 months.

7. Those products that have been submitted to modifications by the BUYER without the permission of the SUPPLIER in written form are not guaranteed.

8. The payment of the spare parts or fault parts will be done at the receipt. In case of guarantee parts, they would have to be sent to the SUPPLIER and after checking its condition and having found out that the part was fault, the amount will be reimbursed from the SUPPLIER to the BUYER.

9. In case of replacements of parts manufactured by third parties, the guarantee period will be decided by the manufacturer of each part.

10. In case of products that have been manufactured by the SUPPLIER according to BUYER’s specifications, drawings or models, the SUPPLIER cannot be responsible for the technical quality but its precise execution. In any case, these products are not guaranteed.

11. The responsibility of the SUPPLIER will take place only under the operation conditions stated in the contract and also if the product was correctly operated.

IX. RESERVATION OF PROPERTY

1. The product object of this contract will continue being property of the SUPPLIER except all commitments are fulfilled between both parties.

2. The BUYER cannot resale the product if it was not paid in full to the SUPPLIER except there is a mutual written agreement between them.

3. The transfer of risk to the BUYER does not mean acknowledge of property.

4. The BUYER has the obligation to undertake all necessary actions to defend these property rights in front of third parties, otherwise the contract would be cancelled.

X. APPLICABLE LAW, JURISDICTION

1. In case of interpretation differences in the present contract and these cannot be solved between BUYER and SUPPLIER in a reasonable period of time, the parties can apply to The Court of Barcelona (Spain) as the unique competent jurisdiction.

2. Legal matters that are not written in the present contract are submitted to spanish laws valid at the time this contract was undersigned.