Sales policy

 

1- Scope:

All deliveries and related services are carried out exclusively on the basis of these general terms and conditions of sale. The application of the buyer’s purchase conditions is expressly excluded. These general terms and conditions of sale also apply to all future sales. Any variation of these conditions of sale requires the express written acceptance of LAIEX S.L., hereinafter LAIEX.

2- Delivery times:

The delivery times communicated by LAIEX are for guidance only, without prejudice to LAIEX making the necessary efforts to ensure that the delivery is made within the estimated times communicated and provided that its supplier has in turn served it on time. The delivery period will begin to run from the moment LAIEX has confirmed the order. In the event that the transport of the goods is the responsibility of the buyer, the estimated delivery time will be that of making the requested products available to the carrier. LAIEX may make partial deliveries of the products.

LAIEX may suspend the delivery of the products in the event that the buyer does not pay any amount upon the agreed due date, being exonerated from any type of liability in the event of force majeure or fortuitous event in the terms established in current legislation. Any case in which, due to circumstances beyond the control of LAIEX, it is not possible to fulfill the obligation, such as, without limitation and by way of example, war or terrorist attacks, natural disasters, strikes, shortage of materials or regulatory changes, will be considered as such. If any of the causes preventing the fulfillment of LAIEX’s obligations last for more than three months, LAIEX may terminate the contract or the order by notifying the buyer and without incurring any type of liability on its part.

In the event that the buyer refuses to receive the delivered merchandise, LAIEX will proceed to store it at their expense and risk, without prejudice to the legal actions that LAIEX may take as a consequence of the buyer’s refusal to receive the merchandise.

3- Offers and acceptance

LAIEX’s offers are not binding but are understood as an invitation to the buyer to place a binding purchase order. The contract is concluded by means of the order placed by the buyer and the acceptance of the order by LAIEX. In the event that the acceptance differs from the order, this is considered as a new non-binding offer on the part of LAIEX.

4- Product quality, samples and tests, guarantees

Unless otherwise agreed between LAIEX and the buyer, the quality of the product is determined exclusively on the basis of the product specifications in force on the date of delivery and which will be provided by LAIEX.

The uses identified in the European Regulation on Chemical Substances (REACH) that concern the goods will not constitute either an agreement on the corresponding contractual quality of the goods or on the use indicated under this contract.

The properties of the samples and tests provided are only binding in the event that they have been expressly determined as natural qualities of the merchandise.

References to quality and expiration, and other data on the merchandise will only constitute guarantees if they have been agreed and designated as such.

5- Claims

The buyer is obliged to review the quantity and quality of the products at the time of receipt. LAIEX will not be responsible for defects in the quality or quantity of the products received that are the result of their transport unless otherwise expressly agreed, nor for defects that come from fortuitous events or force majeure.

At the time of receipt of the merchandise, the buyer must make the corresponding reservation on the delivery note and must reliably communicate the defect appreciated to LAIEX within four calendar days following the day of receipt of the products. LAIEX will only be responsible for hidden vices or defects that do not come from cases of force majeure, are reliably communicated to it within the period determined by current legislation, and provided that LAIEX is responsible for the hidden vice or defect. In the event that the product is defective and the buyer has informed LAIEX of this in the conditions and within the terms established in this clause, LAIEX will proceed to compensate the buyer, at LAIEX’s choice, with the replacement of the products, after the buyer returns the defective products, or with the reimbursement of the price paid by the buyer, a decision that LAIEX will communicate to the buyer within a reasonable period. LAIEX will not be responsible for damages suffered by the products delivered as a consequence of incorrect handling of the product by the buyer or third parties, in case of alteration of the products by the buyer, or if they have been subject to inadequate storage. LAIEX is not responsible in any case for the suitability of a product for a specific use, nor does it extend its guarantee on the products to third parties other than the buyer.

The buyer’s rights for defects prescribe once a period of six months has elapsed from the delivery of the merchandise.

6- Advice

In the event of providing advice, LAIEX will do so according to its best judgment. The advice and information regarding the suitability and applications of the products does not exempt the buyer from carrying out their own controls and tests regarding the suitability of the product for the purpose for which they acquire it.

7- Price, conditions and transfer of ownership

Unless otherwise expressly agreed by the parties, the payment of the products will be made 30 days from the date of loading, without prejudice to said term being modified depending on the evolution of the buyer’s solvency. Regardless of the agreed payment method, the place of payment for the goods will be LAIEX’s address. The delay in payment by the buyer will automatically generate in favor of LAIEX and at the expense of the buyer, without the need for any requirement, a default interest equivalent to the Euribor at one month plus a surcharge of five percentage points. The claim made by the buyer will not entitle them to stop paying any invoice. The possibility that the buyer may compensate invoices against amounts owed by LAIEX and recognized by it is expressly excluded.

LAIEX reserves ownership of the products until the moment in which their payment is made. In the event that the buyer resells products not yet paid to LAIEX, the buyer will assign to LAIEX any rights that they may hold over them, including without limitation, in addition to the right of credit for the collection of their price, any compensation that may be owed to them for contractual or extra-contractual liability, for which purpose they will provide LAIEX with as much information as they deem necessary and that will also be provided in the event of exercise by LAIEX of a third-party claim of ownership over the same goods.

In case of well-founded doubts about the solvency of the buyer, especially in case of delay in payment, LAIEX may, without prejudice to its right to initiate the claims it deems appropriate, revoke payment deferrals, as well as condition subsequent deliveries to payment in advance or the provision of reliable guarantees by the buyer and admitted as such by LAIEX.

In the case of deliveries and services in the EU, before the application of VAT, the buyer must inform LAIEX of their tax identification number under which they make payments on their profits in the EU.

In the case of a non-electronic export declaration, the buyer must provide LAIEX with the documentary evidence of the export necessary for tax purposes for deliveries and services from Spain to countries outside the EU, which have not been executed or commissioned by LAIEX. If this accreditation is not provided, the buyer must additionally pay the VAT that would be applicable on the invoice amount within Spain.

Unless expressly agreed otherwise by the parties, the price does not include permits, taxes, transportation, and any charges or expenses incurred until made available to the buyer, and may be revised by LAIEX if there has been an increase in costs that could not be foreseen at the time of accepting the order. The risks to the products are transferred to the buyer from the moment of delivery at the agreed place if LAIEX has taken charge of the transport, or from when the products were made available to the buyer in another case. In the event of sales abroad, the distribution of risks and the transfer of ownership will be governed by the INCOTERM clause in force that is expressly agreed.

8- Compliance with legal provisions.

Unless expressly agreed otherwise by the parties, the buyer will be responsible for compliance with all legal and administrative regulations regarding the import, transport, storage, and use of the merchandise.

The buyer guarantees that during the course of its commercial relationship with LAIEX, including the use of the products object of the contract and its packaging, it will comply with all applicable legal requirements (including tax and monetary regulations).

9- Use of the products

LAIEX does not guarantee the suitability of the product for use other than that determined in the product’s technical data sheet. In the event of resale of the product by the buyer, the buyer will hold LAIEX harmless against any third-party claim due to the use given to the product.

10- Responsibility

LAIEX is liable for damages as provided in the applicable regulations and conditions indicated above.

LAIEX is not liable to the buyer in the event of impossibility or delay in the execution of its supply obligations, if the impossibility or delay is due to the orderly fulfillment of legal and administrative obligations in relation to the European Regulation of Chemical Substances (REACH) that have been imposed due to the buyer.

Whenever any incident or circumstance beyond the control of LAIEX (including natural phenomena, wars, labor disputes, blockades, shortages of raw materials and energy, traffic disruptions, breakdown of production machinery, damage by fire or explosion, provisions of the authorities) reduces the availability of goods from the plant from which LAIEX receives the goods, so that LAIEX cannot fulfill its contractual obligations (taking into account, pro rata, other supply applications), it will imply that:

1.- LAIEX will be released from its contractual obligations to the extent that the indicated circumstances prevent it from fulfilling its contractual obligations.

2.- LAIEX will have no obligation to procure goods from other sources. The first point will also apply in the event that, as a result of such incidents or circumstances of execution of the contract, it ceases to be profitable for LAIEX for a long period, or when such incidents affect LAIEX’s suppliers.

If the indicated circumstances last more than three months, LAIEX may unilaterally terminate the contract, without the buyer being entitled to any compensation.

1- Place of payment and notifications

Regardless of the place of delivery of the merchandise or documentation, the place of fulfillment of the payment obligation will be the registered office of LAIEX.

Notifications and other communications that one party sends to the other will take effect from the moment the recipient party receives them. Whenever a deadline must be observed, the notification must reach the recipient party within this deadline.

2- Data protection

We inform you that the data provided will not be transferred to third parties in any case and will be used exclusively for the correct provision of our services. We also inform you that the personal data provided will be incorporated together with the rest of your data into a file under the responsibility of LAIEX, S.L., with address at 46988 Paterna (Valencia), Polígono Fuente del Jarro, c/ Islas Canarias nº 65, to which you may write to exercise the rights of access, rectification, opposition and cancellation of your data, in accordance with the provisions of Organic Law 15/1999, of December 13, on the Protection of Personal Data.

3- Applicable law and jurisdiction

The law applicable to these general conditions is Spanish law.

The competent court is that of the principal domicile of LAIEX, in Valencia.

Any controversy that may arise in relation to the fulfillment or interpretation of these general conditions must be attempted to be resolved in the first place amicably between the parties, for which the parties will have a period of one month from the date on which the controversy has been revealed by one of the parties. After this period, either of them may resort to ordinary jurisdiction, for which the parties expressly agree to submit such controversies to the courts and tribunals of Valencia, Spain, expressly waiving any other jurisdiction that may correspond to them.

LAIEX reserves the right to modify these general conditions of sale

In the event that the buyer receives the general conditions of sale both in the language in which the contract is written and in another language, this will only be for the purpose of facilitating its understanding. In case of differences of interpretation, the only valid version will be the one written in Spanish.

13.1 Changes and modifications to these General Conditions must be made in writing to be valid.

13.2 If any of the conditions established in these General Conditions is invalid, it will not affect the validity of the remaining articles.