1.1. The purpose of these provisions is to establish the general conditions of sale of VIZCAÍNA DE INDUSTRIA Y COMERCIO, S.A. (hereinafter VINCO). These conditions are deemed to have been accepted by the client when it sends a firm order to VINCO.
2.1. Unless indicated otherwise, the quotations expire one month after they are issued, unless they have been confirmed by the client.
2.2. Quotations shall specify the material being quoted as accurately as possible, along with their dimensions, finishes, price, quantities and delivery times, in addition to any specific conditions that may be necessary, either at the express wish of the client or in the interests of VINCO.
2.3. Any orders associated with the quotations must comply with the terms thereof, in terms of quantities, price, delivery time and any other condition expressly mentioned therein.
2.4. Any order that differs from the quotation must be reviewed and confirmed by VINCO.
2.5. The delivery times specified in the quotations are deemed to refer solely to the sale of material in stock. For those products which require VINCO to make a specific purchase, the delivery times shall depend on the manufacturer and are for guidance purposes.
2.6. The delivery times specified in quotations always refer to the amount of time which VINCO needs to store, handle and prepare the goods for shipment, and do not count the transport time.
3.1. The buyer's orders are firm orders when they are received, by whatever means, by VINCO.
3.2. VINCO shall send confirmation of receipt and acceptance thereof in writing, provided that the amount of the order is above 200€, with details of all of the general and specific terms and conditions that are necessary, when the details thereof do not coincide with the stipulations in the quotation.
3.3. VINCO shall consider the new conditions to have been accepted if the client does not send a written notice of disagreement within a maximum of 24 hours.
4. PRICE AND BILLING
4.1. The products are sold at the price and subject to the conditions specified in the quotation or in the confirmation of the order.
4.2. Orders shall be billed as agreed by both parties, at all times applying Law 15/2010 of 5 July 2010 (published in the Spanish Official State Gazette on 6 July 2010).
5. TERMS OF PAYMENT
5.1. The payment method established by VINCO for the first commercial transaction is an upfront payment, either through a cash payment or any other guaranteed payment method (irrevocable letter of credit).
5.2. For subsequent transactions, unless specified or agreed otherwise by the parties, the default payment method shall be a bank draft within 30 days for the net sale amount.
5.3. In cases where it is agreed to grant more days for the payment to be made by bank draft, the following surcharges shall apply: at 60 days, 1%. Law 15/2010 of 5 July 2010 (published in the Spanish Official State Gazette on 6 July 2010) must be complied with at all times.
5.4. Only when VINCO collects the amount due on the agreed due date shall payment be considered to have actually been made, with such consideration not given to a bill of exchange, cheque or any other similar document being sent, even though they entail a payment obligation.
5.5. Any amount outstanding on the due date shall incur payment rejection fees and surcharges, set at 1.5% per month; these shall apply from the date when the outstanding amount is due.
5.6. Whenever there is a single invoice that is outstanding on its due date, VINCO reserves the right to claim payment thereof by any legal means and, furthermore, from that moment, it may include all invoices with outstanding payments on future due dates in the claim. In other words, payment of the entire outstanding balance shall be required.
5.7. In the event of default or delinquency in the outstanding balance, VINCO reserves the right to suspend outstanding deliveries, even if they have previously been confirmed, until actual payment of the debt is made.
6. TERMS OF DELIVERY
6.1. Unless expressly indicated otherwise, the general terms of delivery for the goods are Ex Works (INCOTERM 2010).
6.2. Any other delivery method must be expressly stated in the quotation, the order or the order confirmation.
6.3. A failure by VINCO to meet the delivery deadlines shall not, under any circumstances, mean that penalties may be imposed and are not grounds for the client to reject the products, unless this is expressly stated in a specific agreement signed by both parties.
6.4. The amounts delivered may vary slightly in weight, quantity or price from the client's original order and/or the confirmation of the order, depending on the final composition of the sale unit. In any event, such variations may be no greater than ± 10 %.
7. CANCELLATION OF ORDERS
7.1. The client may request the cancellation of orders that are not in the process of being manufactured or those which have not required VINCO to purchase specific materials or finished products in order to fulfil the client's order, with such an order being firm and confirmed.
7.2. The cancellation request must be made in writing and shall only be considered final when it has been confirmed by VINCO, which shall forward it in writing to the client.
7.3. Under no circumstances shall the cancellation of firm orders be accepted if they are in the process of being manufactured or if they contain goods which VINCO has had to specifically purchase to fulfil such orders.
8.1. VINCO guarantees its clients management and service quality that meet the requirements of standard ISO 9001.
8.2. VINCO guarantees that the material shall be supplied in accordance with the specifications of the order and its respective confirmation.
8.3. Any order-related claim by the client must be received by VINCO, in writing and within 15 calendar days of the delivery thereof, if the claim relates to the product supplied (materials, quantities, measurements etc.), and within 30 calendar days if the claim relates to aspects of the billing of the order.
8.4. If during this period of time the buyer has used or consumed the products supplied, or part of them, the conformity of the products shall be expressly deemed to have been accepted and, consequently, there shall be no grounds for a claim.
8.5. Similarly, when these deadlines for claims have passed, VINCO shall not accept claims of this kind.
8.6. Claims must be well-reasoned and accompanied by samples of compliant and non-compliant products (raw material, manufactured parts etc.). Ultimately, if so agreed by the parties, photographic documents may be accepted.
8.7. The liability of VINCO in such cases, and in relation to the warranty of its products, consists solely of replacing them with the same material, in the same way and in the same amount or refunding the amount paid, at all times excluding any liability for direct or indirect damages that the materials supplied may have caused the buyer. The maximum liability for an order that has been fulfilled and is the subject of a claim is, at all times, limited to the purchase price of the product supplied.
9. FORCE MAJEURE EVENTS
9.1. Industrial action, floods, fires, sabotage, disruption to communications and transport systems, difficulties in procuring raw materials, major accidents that affect production, transportation or storage, the recovery or receivership of manufacturers or subcontractors, and generally all events beyond the control of VINCO which hinder or delay the manufacture or shipment of the products included in the confirmed order, are force majeure events and, consequently, they release VINCO of all liability should it fail to meet the conditions contained in the order confirmation.
10. APPLICABLE LEGISLATION AND RESOLUTION OF DISPUTES
10.1. The legal framework in which VINCO performs its business activity is set by the Spanish Code of Commerce, in addition to the current regulations on International Trade and Exports.
10.2. In certain cases, where there are specific agreements signed by the parties, they shall also be subject to the provisions of the Civil Code.
10.3. In any event, the legal framework for the resolution of disputes relating to this matter shall be the civil and/or commercial courts of Bilbao.