Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE

ART. 1 APPLICABILITY

1.  The relationship between Glass Maquinaria Obra Pública SL (hereinafter referred to as "Seller") and the Buyer is exclusively governed by these General Terms and Conditions of Sale, the Specific Conditions of Sale, and the Supplementary Conditions specific to each individual sales transaction.

2.  The Specific Conditions of Sale include the Instructions for Product Returns, the Conditions applicable to specific services offered by the Seller (training, repairs, etc.), the Seller's shipping methods, etc. The Supplementary Conditions specific to each individual sales transaction consist of the quote, order confirmation, shipping details, and any other written agreement between the Seller and the Buyer.

3. The General Terms and Conditions of Sale, the Specific Conditions of Sale, and the Supplementary Conditions shall become binding once the Seller confirms the Buyer's order, hereinafter referred to as the "Contract."

4.  In the event of a contradiction between these General Terms and Conditions of Sale and the Specific Conditions of Sale, the Specific Conditions shall prevail. In the event of a contradiction between the Specific Conditions of Sale and the Supplementary Conditions, the Supplementary Conditions shall prevail.

5.  In the event that the Seller omits or delays the full or partial application of any provision of the Contract, it shall not be interpreted as a present or future waiver of any of the rights conferred by the Contract.

6.  The Seller informs the Buyer of its General and Specific Conditions of Sale through a link on its website, in its Supplementary Conditions, and/or through its e-commerce system, or by email, fax, or any written means.

7.  The Buyer may not unilaterally or tacitly deviate from the Contract in any way (e.g., through its mere conduct). The Contract excludes the application of any general or specific conditions of the Buyer. The Buyer acknowledges, therefore, that its general or specific conditions do not apply to the Contract.

8.  The Seller reserves the right to modify the conditions of the Contract at any time, by notification on its website. Such modification shall be binding from the moment the Buyer accepts an order confirmation from the Seller dated fifteen (15) or more calendar days from the date of modification.

9.  The Contract supersedes all prior agreements, contracts, proposals, and written or verbal commitments related to the subject matter described in the Contract and entered prior to its date.

ART. 2 QUOTATIONS AND ORDERS

1.  Quotations are free of charge and indivisible. The prices offered are valid for thirty calendar days, subject to availability. A quotation represents a mere proposal from the Seller and does not bind them, even after acceptance by the Buyer. The Contract only arises from the Seller's written acceptance through order confirmation.

2.  The Buyer must place their orders through the Seller's e-commerce system, or via email, fax, or phone, and carry out all subsequent communications related to the order through one of these channels, unless otherwise stated in the Contract.

3.  The Seller assumes that the information, drawings, and other data provided by the Buyer are correct and can be used as a basis for preparing the quotation. When the Buyer themselves places an order by referencing the Seller, the Seller will assume that the references correspond to the actual Product being ordered.

4.  Although all illustrations, measurements, capacities, weights, and other details regarding the machines and parts, as well as price lists, offers included in the catalog or the Seller's website, and demonstration models, have been prepared or reviewed with the utmost care, they are only approximate and provided for informational purposes, without constituting any obligation.

ART. 3 SUBJECT

1.  The subject of each individual sales transaction is explicitly described in the Contract and encompasses the equipment, parts, tools, machinery, or services detailed therein. Hereinafter, the subject will be referred to as "Products".

2.  The Buyer is entirely responsible for the choice of Products. The Products may be standard items not specifically created for the Buyer's needs or items that the Seller has adapted to meet the specifications described by the Buyer at their request. The Seller is released from all liability if it becomes evident that the Products do not meet the specific needs of the Buyer, if they meet the specifications described by the Buyer.

ART. 4 PRICE

1.  The price of the products is determined in the Contract (hereinafter referred to as the "Purchase Price"). The Purchase Price does not include VAT, taxes, duties, or import or export fees. It also does not include the costs of product delivery or collection, nor any costs associated with assembly, installation, commissioning, or, where applicable, putting into service (hereinafter referred to as the "Expenses"). The Expenses are the responsibility of the Buyer and will be invoiced separately. They also do not include VAT, taxes, or duties, the amount of which will be added to the Expenses.

ART. 5 PAYMENT

1.  Unless otherwise expressly agreed in writing in the Contract, the Buyer has a period of thirty days from the day following the date of the Seller's invoice, which is issued on the 10th, 20th, and 30th day of each month, to pay the Purchase Price and Expenses. Payment shall be made by bank transfer to the account number indicated on the invoice, with the mentioned details included. However, the Seller has the right to request a deposit or even full payment prior to delivery. Filing a claim under articles 9.2 or 9.3 does not exempt the Buyer from making the payment within the established timeframe. If the Buyer requests it in writing within a maximum period of thirty days, the Seller will provide a copy of the bill of lading issued when the products are delivered to the Buyer. The Buyer acknowledges that if the bill of lading is not requested within thirty days, the Seller is not obliged to provide it, and the delivery of the Products will be deemed completed.

2.  The payment of the Purchase Price and Expenses will only be effectively completed upon receipt by the Seller.

3.  If the Buyer agrees in writing to make payment by check or promissory note, the issuance of the note or the clearing of the check shall not constitute a valid payment until the day the Seller unconditionally receives the amount.

4.  The Buyer shall not have the right to suspend or delay payment of the Purchase Price or offset its debt with the Seller, even in the case of claims related to the purchase (regardless of the cause), including those resulting in legal proceedings.

5.  In the event of total or partial non-payment of the debt on the due date specified in article 5.1, the Buyer shall pay, without prior notice, a predetermined interest of 10% per annum on the total outstanding amount from the day following the due date until payment is completed. Furthermore, in the same event, the Buyer shall immediately and without prior notice pay compensation amounting to 15% of the outstanding balance, with a minimum of 125 euros, even when a grace period is granted, without prejudice to the Seller's right to claim higher compensation.

6.  If the Seller becomes aware of any circumstances that may substantially affect the Buyer's financial situation, or if a Buyer fails to accept their promissory note in a timely manner, all outstanding amounts shall become immediately due and payable, including those owed by the Buyer to affiliated companies of the Seller, without the need for a demand or summons. In the first mentioned case, the Seller shall also have the right, immediately and without prior notice, at its own discretion, to suspend or even terminate the Contract by sending a written notification when the Buyer's financial conditions may jeopardize its performance. In such a case, the Buyer shall be responsible for any compensation and shall be subject to the Seller's right to indemnification.

7.  If, at the time of placing the order, the Buyer requests that the invoice be transferred to a third party, the Buyer shall remain the primary and indivisible party responsible for fulfilling all obligations, regardless of to whom the invoice is addressed.

ART. 6 TRANSFER OF OWNERSHIP AND RISK 

1. The Buyer shall assume the risks associated with the Products from the moment of delivery.

2. The Seller shall remain the owner of the Products until full payment of the Purchase Price and Expenses or until delivery, whichever occurs last. Accordingly, the transfer of ownership shall not take place until delivery or full payment of the Purchase Price and Expenses, whichever occurs last.

3. Until becoming the owner of the Products, the Buyer agrees to:

4. In the ordinary course of business, the Buyer is entitled to resell the Products whose ownership has not yet been transferred. In such case, the Buyer automatically assigns to the Seller all claims against its customers resulting from the resale of Products that remain the property of the Seller, for an amount equal to the Purchase Price of those products, until they become the property of the Buyer. The Buyer is authorized to collect the claims resulting from the resale. Upon the Seller's request, the Buyer shall inform its customers of the assignment of the claim right and provide the Seller with all information required to enforce its rights.

5. The Buyer acknowledges that the Seller or one of its affiliated companies remains the exclusive owner of all intellectual property rights related to the Products and the name and logo under which they are marketed and agrees not to claim any rights over them.

ART. 7 DELIVERY

1.  Delivery to a Buyer established in the European Economic Area is made EXW at the Seller's warehouse (Incoterms 2010), and to a Buyer established outside the European Economic Area, FCA (Incoterms 2010), unless the Seller and the Buyer have reached a different written agreement in the Contract. When, contrary to the above, it is agreed in writing that the Products will be delivered to the Buyer or to the address specified by the Buyer, delivery may be made in the absence of the Buyer. In this case, according to Article 5.1, the bill of lading is valid as proof of delivery.

2.  In case of packaging damage or receiving an insufficient number of packages, the Buyer must note it on the bill of lading at the time of delivery of the Products, when available. The Buyer must inform the Seller in writing by sending an email on the same day of the delivery of the Products and provide all necessary information requested by the Seller to make any necessary claims.

3.  Delivery times are merely indicative and are not considered essential for the Buyer. Delay in delivery or material impossibility to fulfill the Contract shall not entitle the Buyer to claim compensation from the Seller or to reject the delivery of the Products.

4.  In case an express delivery period is explicitly agreed, such period shall only commence from the moment the Seller has all the necessary information and documents to carry out the delivery.

5.  When the contract includes an express written commitment by the Seller to pay compensation in case of delay in delivery, such compensation shall only be payable if the Buyer notifies the Seller by registered letter, within the essential period of five calendar days from the expiration of the delivery period, that the Seller has failed to meet the deadline, attaching proof of the damages suffered. However, the Seller shall not be obligated to compensate for the delay if it is due to force majeure or the Buyer's fault. In the latter case, the Buyer shall be responsible for the damages suffered and the costs incurred. Force majeure events include, but are not limited to: orders of authorities, mobilization, war, epidemic, lockout, strike, demonstration, defects, fires, floods, explosions, lack of raw materials or labor, change in economic circumstances, vandalism, exceptional weather conditions, and all circumstances beyond the Seller's control that disrupt the normal course of operations, without the need for the Seller to demonstrate the unforeseen nature of such circumstances. In any case, the potential compensation for delay in delivery is limited to 0.5% of the Purchase Price per full week following the twenty-first business day after the delivery date, with a maximum amount equal to 5% of the Purchase Price.

6.  The Buyer cannot invoke the Seller's delay in delivery to terminate the Contract.

7.  When a partial delivery has already been made and the Buyer refuses to accept the remainder, or when the Buyer renders further delivery impossible, the invoiced amount for the Products already delivered shall become immediately due and payable, and the Buyer shall be obliged to pay compensation, the minimum amount of which shall be 50% of the Purchase Price of the unfulfilled portion of the Contract plus the costs of transportation or return shipment of the goods if already shipped, without prejudice to the Seller's right to claim further damages.

ART. 8 RIGHT OF RETENTION OF DELIVERY

1.  In case of total or partial non-payment of the Purchase Price or Expenses by the Buyer, the Seller shall have the right to retain all items and documents delivered by the Buyer until the payment of the outstanding amount, including interest and expenses, is fully completed.

ART. 9 STATE OF THE PRODUCTS AND SELLER'S WARRANTY

1.  If the Buyer believes that the new Products do not conform to the order, they must submit a written complaint to the Seller within 48 hours from the delivery. If the Seller does not receive the Buyer's written complaint within the mentioned timeframe, it will be considered that the Buyer has accepted the Products.

2.  Regarding custom-made and refurbished Products, the Seller will only be liable for defects that affect the essential components of the Products and require drastic repairs, to the extent that the Buyer would not have entered the Contract had they been aware of such defects.

3 The Seller shall not be required to indemnify the Buyer when:

3.4.  The defects are not notified in writing to the Seller in a timely manner (i.e., within the deadlines mentioned in the preceding articles) as specified in the Specific Sales Conditions, particularly in the Return Instructions for Products.

4.  Whenever the Products exhibit any non-conformity, visible damages, or defects as mentioned above, and the inspection by the Seller's technicians confirms that they are affected by those notified defects, lack of conformity, or visible damages reported by the Buyer, it is expressly agreed that the Seller, based on their expert knowledge and at their discretion, may choose to repair, replace, grant a price discount, allow contract cancellation with a refund of the Purchase Price, and return of the Products. The Buyer shall not be entitled to claim any additional compensation.  

5.  The ownership of refunded or replaced Products shall automatically transfer to the Seller. All transportation, customs, assembly, and disassembly expenses, as well as travel and accommodation costs for the Seller's representatives, shall be borne by the Buyer.

6.  Any implied warranties or conditions are excluded to the extent permitted by law.

ART. 10 RETURNS AND PRODUCT CLAIMS

1.  All claims and product returns shall be governed and interpreted in accordance with the Return Instructions provided on the Seller's website. Any claim for product damage caused during transportation will only be accepted if the damage is noted on the carrier's documentation. The Buyer is required to inspect the product with the carrier, note any abnormalities in both the packaging and the product, and provide images to the Seller to process such claims on the same day of receipt.

ART. 11 LIABILITY

1.  The following provisions limit all liability of the Seller (including any liability for the acts or omissions of its employees, agents, representatives, and subcontractors) to the Buyer in relation to any breach of the Contract, any misrepresentation or warranty, or any wrongful act or omission, including negligence, arising from or in connection with the Contract.

2.  Without prejudice to damages resulting directly from the breach of commitments explicitly undertaken by the Seller under this Contract, its liability is limited to the extent required by applicable law.

3.  In the event that the Seller is liable in accordance with Article 11.2, its liability shall never include the Buyer's damages for pure economic loss, loss of profits, loss of business, depletion of goodwill, or similar losses, whether direct, indirect, or consequential, nor any claim for consequential compensation (regardless of the cause) arising from or in connection with the Contract.

4.  In the event that the Seller is liable in accordance with Article 11.2, the maximum amount of its liability shall always be expressly limited to the amount of the Purchase Price.

5.  If the Buyer receives complaints from third parties as a result of damage caused by a defect in Products, they have supplied to third parties in any form, they shall not have the right to make any claim for redress against the Seller.

ART. 12 SUSPENSION AND TERMINATION

1.  In the event of non-payment or partial payment of the invoice corresponding to an ongoing individual sales transaction by the due date established in Article 5.1, the Seller has the right to refuse to enter a new individual sales transaction or fulfill its obligations arising from any ongoing individual sales transaction with the Buyer.

2.  Without prejudice to Article 12.1, the Seller has the right to suspend the fulfillment of its obligations when, after entering the Contract, it becomes aware of any circumstances that may substantially impair the financial condition of the Buyer. If the Seller suspends the fulfillment of obligations under the Contract, it must promptly notify the Buyer.

3.  When the Seller has clear knowledge that the Buyer will incur a serious breach before the Seller fulfills its contractual commitments, it has the right to declare the dissolution of the Contract.

ART. 13 MISCELLANEOUS PROVISIONS

1.  In the event that one or more provisions of the Contract are declared null and void, the validity of the remaining provisions shall not be affected. The parties undertake to make every effort to replace, by mutual agreement, the nullified provision with a valid provision that has the same economic effect or is very similar.

2.  During the duration of the Seller-Buyer commercial relationship, the Seller or any of its affiliated companies will store the information provided by the Buyer (hereinafter referred to as "Data") in its customer database in accordance with applicable data protection laws. If the Buyer wishes to access and rectify the Data, they must request it by sending a certified letter to the Seller's sales department. The Seller will not disclose the Data to third parties unaffiliated with them.

3.  For the purposes of this Contract, business days shall be considered as Monday to Friday, inclusive, except when they coincide with an official public holiday in the Seller's country.

4.  The only authentic versions of the General and Specific Sales Conditions are those in Spanish. In the event that the Seller provides versions of the General and Specific Sales Conditions in other languages, they shall be for informational purposes only and no rights may be inferred from them.

ART. 14 ASSIGNMENT

1.  The Seller may assign the Contract or any part thereof to another person, company, or entity.

2.  The Buyer shall not have the right to assign the Contract or any part thereof without the prior written consent of the Seller.

ART. 15 APPLICABLE LAW

1.   With regard to matters not explicitly regulated in the General and Specific Sales Conditions or the Subsidiary Conditions, the parties agree to be governed by the laws of the country where the Seller is established. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

ART. 16 JURISDICTION

1.  Any dispute relating to the interpretation and application of the Contract shall be exclusively submitted to the competent judicial authority nearest to the Seller's domicile; any other competent judicial authority is expressly excluded.

2.  Article 16.1 shall apply for the benefit of the Seller, and therefore, the Seller shall have the right, at its own discretion, to waive the exclusive jurisdiction provided for in that article and proceed against the Buyer in the jurisdiction where the Buyer is domiciled or through any other competent judicial authority.