General Terms and Conditions of Sale
Purpose and scope of application
These general terms and conditions of sale shall govern the contractual relationships between Rodabell, S.A. (hereinafter, Rodabell or the Seller) and its customers arising from the sale of products and services through orders placed with and accepted by Rodabell.
These general terms and conditions exclude the application of any general purchasing terms and conditions of the customer, as orders for the sale of products and services shall be governed by these general terms and conditions.
Once accepted, the terms and conditions contained herein shall constitute the sales agreement between the Buyer and the Seller and shall invalidate any other document attributable to the parties. The offer shall be made by sending the purchase order directly to the Seller’s office, which shall subsequently be accepted by the Seller. Such acceptance must be in writing in order to be binding on the Seller.
Placing orders
The customer must send Rodabell orders for the products in writing, specifying the type of products, the quantity and the requested delivery date, as well as the identification or reference of the product or service.
The order must be accepted by the Seller for the sales agreement for the products to be deemed concluded and binding. Within a maximum period of 7 days following placement of the order, Rodabell shall inform the customer of its acceptance. Once the order has been accepted, the customer may not cancel it in whole or in part unless the Seller has previously agreed to the terms for such full or partial cancellation.
Price and taxes
Sales prices are net, excluding VAT and any other tax, duty or fee, which shall subsequently be charged on the invoice at the applicable rates. Unless otherwise stipulated in the order, or agreed between the Buyer and the Seller as a result of their business relationship, prices include packaging but do not include transport, handling charges or insurance. These prices are valid only for an order for all products specified in the offer.
In the case of offers issued prior to the order, the quoted prices shall be valid for the period indicated in each case and, during this period, shall be considered fixed for the payment terms and amounts specified in the offer.
Once the order has been accepted by the Seller, prices shall be considered fixed and not subject to revision. Such revision shall only apply when:
1.- It has been agreed between the Buyer and the Seller.
2.- The order has been modified at the Buyer’s request and accepted by the Seller.
3.- If prices have been quoted in a currency other than the euro, to the extent that such currency has experienced a change in parity against the euro from the date of the order to the contractual invoicing dates.
All taxes applicable to the sale, use, operation, etc. of the equipment described, and any resulting penalties and bank interest, are strictly the Buyer’s responsibility and are not included in the quoted prices. The Buyer shall provide the Seller with evidence of the exemption when applicable.
Delivery and delays. Title and risk of loss.
The final completion date shall be the one established once an agreement has been reached and the required deposit has been received. All costs and fees payable at customs shall be borne by the Buyer. Freight is always at the Buyer’s expense unless expressly agreed otherwise; goods always travel at the Buyer’s cost and risk.
Delivery times for orders shall be set on an approximate, indicative basis. Therefore, Rodabell shall not be liable to the customer for any possible delays in the delivery of products.
Unless otherwise stipulated, title, interest in the materials, as well as all risk of loss shall pass from the Seller to the Buyer once the material has been loaded by the carrier at the Seller’s plant.
The Seller shall not be liable for non-performance or delay in performance due to causes beyond the Seller’s reasonable control, including difficulties with installation personnel, governmental actions or impediments, supplier or transport delays, weather conditions, war, civil unrest, or force majeure. Any delay caused by any of the above reasons shall result in an extension of the project completion date. The Buyer shall bear the storage costs for materials that are ready for shipment at the Seller’s plant but cannot be shipped for reasons attributable to the Buyer.
Transfer of ownership and retention of title.
The Seller expressly reserves ownership of the products, which shall remain the Seller’s property until the Buyer has made full payment of the agreed price. If the Buyer initiates insolvency proceedings or similar, it shall refrain from including said products among its assets and must immediately inform the Seller.
The Buyer undertakes to disclose the existence of this retention of title to any relevant party in any of the applicable cases and, likewise, is obliged to keep the products in its possession with due diligence and care and to insure them at its own expense against any possible risk. Consequently, the Buyer shall refrain from carrying out any act of disposal, assignment or encumbrance of any kind in respect of the goods as long as any amount of the price remains unpaid.
In cases where the Buyer breaches any of its obligations, or if there is reasonable doubt as to the performance of its obligations, the Seller is authorised to terminate the agreements by written notice to the Buyer. The Seller is also authorised to recover ownership of the products, without prejudice to other rights of the Seller, in particular the right to recover all expenses and damages suffered, including all judicial and extrajudicial costs, and the Buyer’s payment to the Seller of all amounts owed or any other outstanding amounts, which shall be deemed due and payable at that time.
The Buyer is not authorised to terminate the agreement except after paying the Seller all debts up to that time, including those not yet due, as well as any damages the Seller may suffer. Therefore, this agreement may not be cancelled by the Buyer for any reason unless the Buyer reasonably informs the Seller in writing of its intention to terminate the agreement.
Limitation of actions and remedies.
Any and all claims, actions or legal proceedings that the Buyer may bring must be initiated within seven days following completion of the sale of the product or service.
The Seller shall not be liable for damages arising from breach or non-performance of this agreement, and the Seller’s liability for breach or non-performance shall not exceed the contract price. The Seller may commence any action against the Buyer for non-payment of any stipulated amount. No claims, actions or lawsuits for loss of productivity, downtime and/or loss of profit of the Buyer shall apply against the Seller.
Intellectual and industrial property.
The industrial or intellectual property of the offer or order in all its terms and the information attached thereto, as well as that of the products supplied and of the elements, plans, drawings, software, etc. incorporated and relating thereto, belong to the Seller or its suppliers. Their use by the Buyer for purposes other than fulfilment of the order, as well as their total or partial copying or assignment of use in favour of third parties without the Seller’s prior express written consent, is expressly prohibited.
The Buyer also undertakes to inform the Seller of any infringement of the Seller’s trademark or trade name or other intellectual and industrial property rights, or of any unfair competition action of which the Buyer becomes aware. The Buyer undertakes to assist, as far as possible, with the Seller’s legal actions.
Confidentiality.
The Buyer undertakes not to disclose to third parties any documents, data, technical know-how or any other information received from the Seller in any way, whether in writing, verbally or electronically, without the Seller’s prior written consent, and to use such confidential information exclusively for the purposes set out in these general terms and conditions of sale. The Buyer undertakes to make the confidential information available only to employees who need such confidential information and who are subject to a confidentiality obligation.
On the other hand, at Rodabell we consider the privacy of our customers and users to be paramount. For this reason, we apply a transparency policy to all our processes so that users are always informed and have control over their privacy, in accordance with the provisions of our Privacy Policy, available at http://rodabell.com/aviso-legal/.
Quality, environment and occupational safety criteria.
Through the Management System based on ISO 9001, ISO 14001 and OHSAS 18001 standards, Rodabell makes a firm commitment to quality, the environment and safety, based on meeting the applicable requirements for the product, the customer, society and our sector. In addition, we place great importance on values such as continuous and planned improvement in our work, as well as increasing our effectiveness for the benefit of these areas. In this regard, you have access to the current certificates, as well as our Management Policy and Code of Ethics on our website: http://rodabell.com/empresa/, and we would appreciate you sharing your perception of our services through the satisfaction survey made available for this purpose at http://rodabell.com/cuestionario-satisfaccion-de-clientes/.
Likewise, for Rodabell it is very important how our products and services are used and treated at the end of their useful life. In this regard, we are at your disposal to inform and advise you on proper environmental management (reduction, reuse, recycling and, ultimately, waste management) that our products and services may generate, through the contact channels on our website: www.rodabell.com, where you can also learn about our environmental performance.
Jurisdiction.
All disputes or discrepancies arising from the interpretation, execution or fulfilment of offers, as well as acceptances or confirmations of Rodabell orders, shall be subject to Spanish law and to the jurisdiction and competence of the Courts and Tribunals of Vivero, Lugo.