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In the absence of a written contract, the contract signed between ALZOLA eñectromechanical transformations SL. (hereinafter ALZOLAbrakes®) and their Client will be made up of the written order document issued by the Client (hereinafter the Order) and the corresponding confirmation of the Written Order by ALZOLAbrakes® (hereinafter the Confirmation).
In the event of a written contract, the Order and the Confirmation will form an inseparable part thereof. If there is any type of incompatibility between the text of the contract and the Confirmation, the content of the latter will be the one that is fully valid, repealing the contract in all that content in which both are incompatible
When a contract must be executed in several phases and with several deliveries and each one of said deliveries has to follow the proper working of an independent contract – which is specified in subsequent Clause 2 -, each of the delivery phases or milestones will have the consideration of individual contract and the parties will grant it a separate and independent treatment.
The Order must be made in writing, either by ordinary mail, by email, by Fax or by any other means that leaves a written record of the content of the Order.
Confirmation will be issued by means of a written document sent in any of the conditions that are valid for the execution of the Order. Any discrepancy between the two documents must be clarified prior to shipment of the merchandise, should there be a divergence between the contents of both, the Confirmation shall be the only valid document for the definition of the merchandise to be served and the rest of the contractual conditions.
Exceptionally, ALZOLAbrakes® may accept Orders placed without meeting the requirements established in the previous paragraph (for example, admission of a telephone order), although in such cases the only valid document and source of obligations for the parties will be the one established in the Confirmation, which must necessarily be carried out in the terms indicated above.
Under no circumstances will those offers or quotes issued by ALZOLAbrakes® have the character of Confirmation. Likewise, said offers or quotes will be considered invalid and, consequently, not accepted if the Client does not place a firm Order and through the aforementioned channels within 60 days following the offer or quote, unless expressly referred to in said offer.
Finally, without detriment to the provisions of the written contracts that ALZOLAbrakes® signs with its clients, ALZOLAbrakes® reserves under its good judgment the right to reject an order from any Client without the need to expressly justify such rejection.
In general, and provided that the contrary is not expressly established in writing, the sale will be made “Ex Works”, that is, ALZOLAbrakes® will make the merchandise available to the Client – or to the carrier hired by the latter for the transfer of the merchandise to your facilities – at ALZOLAbrakes®’s own facilities. From that moment on, all expenses (transport, insurance, customs, etc.), as well as the risks of deterioration or loss of the merchandise, will be paid for by the Client.
For these purposes, it is understood by making the merchandise available, the deposit of the same in the facilities of ALZOLAbrakes® and the corresponding notice to the Client or, failing that, to the assigned carrier, whether this notice is made by ALZOLAbrakes® by telephone or in writing . In the event of a telephone notice, the existence of a notice will be presumed when thirty (30) days have elapsed from the estimated delivery date communicated by ALZOLAbrakes® without the Customer – or their carrier – having removed it from the ALZOLAbrakes® facilities.
For these purposes, it is understood by making the merchandise available, the placing of the merchandise at ALZOLAbrakes® facilities and the corresponding notice to the Client or, failing that, to the assigned carrier, whether this notice is made by ALZOLAbrakes® by telephone or in writing. In the event of a telephone notice, the existence of a notice will be presumed when thirty (30) days have elapsed from the estimated delivery date communicated by ALZOLAbrakes® without the Customer – or their carrier – having removed it from ALZOLAbrakes® facilities.
ALZOLAbrakes® will never offer closed, final and / or binding delivery dates. In this regard, all delivery dates indicated by ALZOLAbrakes® will be purely estimates and approximate and will be communicated by ALZOLAbrakes® in good faith, solely and exclusively in order to facilitate the functioning of the commercial relationship. Therefore, ALZOLAbrakes® will not assume any direct or consequential responsibility for losses or damages of any nature derived from deliveries of goods before or after the estimated delivery date that would have been communicated in a non-binding manner.
In case of delay for the Client in receiving the merchandise made available to them in the aforementioned terms, ALZOLAbrakes® reserves the right to claim from the Client payment of an amount equivalent to the storage expenses caused by the demurrage of the materials from the seventh business day on for the merchandise made available until its actual receipt. If the delay is prolonged for a period exceeding ninety (90) days, ALZOLAbrakes® may dispose of them at its free will, without detriment to the authority of ALZOLAbrakes® to demand payment for the storage expenses indicated in this paragraph.
The price to be paid by the client in each contract, both individually per piece and globally per order, will be as expressly established in the Confirmation, in the terms established in Clause 2 above. All prices are subject to the addition of Value Added Tax at its corresponding rate.
The price must be paid, in general and unless otherwise agreed by the parties in writing in the terms indicated in the first paragraph of Clause 2 above, in cash and, failing that, by bank transfer made within the sixty (60) days following the date of the corresponding invoice is issued.
ALZOLAbrakes® reserves the right to not accept an order if an agreement is not reached with the Client regarding the form of payment.
Delay in payment of the agreed price for the delivery of the merchandise will automatically accrue the default interest established by Law 3/2004, of December 29, on measures to combat late payment in trade transactions, by which ALZOLAbrakes® reserves the right to claim the payment of said default interest, as well as to initiate any other actions that correspond by law due to the aforementioned delay.
The client will not acquire ownership of the equipment (not even partially of any of its elements), and consequently the equipment will remain the property of ALZOLAbrakes® until such time as it has been fully paid for. Until the complete transfer of ownership, ALZOLAbrakes® will have the right to regain possession of the equipment at any time in the event that the client is breaching, even partially, their payment obligations assumed under the corresponding order.
As long as the equipment remains the property of ALZOLAbrakes®, the client cannot ignore or allow any type of charge or taxation on it.
Upon receipt, the merchandise must be controlled and verified, in terms of quality and quantity, immediately by the Client. For this purpose, claims for missing elements will only be taken into account if ALZOLAbrakes® receives a written notification about such defects within four (4) days from the date of receipt.
Goods received in defective or unsatisfactory conditions must also be communicated to ALZOLAbrakes® by the same means and within the same period indicated in the previous paragraph.
Failure to make communication as indicated in this Clause will be understood that the merchandise has been satisfactorily received by the Client.
Goods correctly supplied and received to the satisfaction of the clientmay not be returned without the prior written consent of ALZOLAbrakes®.
In the event that said return is accepted, the returned goods must be consigned “carriage paid” and accompanied by a note indicating the invoice number and date together with the reason for the return.
Returns will only be accepted if all items are in the conditions in which they were supplied, without any marks and in fully usable conditions, for ALZOLAbrakes®.
ALZOLAbrakes® will guarantee for its Client the correct manufacture and supply of merchandise – such guarantee consisting of the repair or replacement of any element – provided that, even when correctly installed and in normal use, it contains defects in design, materials or workmanship.
For these purposes, the guarantee provided by ALZOLAbrakes® will only be effective if the defects of its merchandise have been detected and notified to ALZOLAbrakes®, in writing, fulfilling the following three conditions:
The guarantee of repair or replacement of any item excludes transportation costs, taxes or other associated costs from shipping to the center where ALZOLAbrakes® determines that the aforementioned repair or replacement should be carried out.
Subsequent delivery of the materials to be repaired or replaced will be carried out in the same way and with the same cost distribution as in the original delivery indicated in Clause 3 above.
ALZOLAbrakes® reserves the right to recover, with its criteria and discretion, any allegedly defective product according to written notification by the Client, which will be returned to ALZOLAbrakes® at the Client’s expense so that the pertinent inspections may be carried out, so that the potential defect can be analysed.
ALZOLAbrakes® will not be responsible for any defect in the products derived from any errors in the plan, design and / or specification provided by the Client. Finally, in accordance with the limitation of liability and guarantee indicated in this Clause, ALZOLAbrakes® will never respond to its Client for any damages incurred or compensation that it is obliged to pay to third parties for the products supplied by ALZOLAbrakes®, limiting itself, in the aforementioned terms, to the repair and / or replacement of defective goods
All description and transmission of specifications, drawings and indications of weights and dimensions issued by ALZOLAbrakes® are only approximate and are intended only to present a general idea of the products to which they refer, not forming part of the Contract.
All plans, descriptions and information presented by ALZOLAbrakes® are the property of ALZOLAbrakes® and, consequently, ALZOLAbrakes® is the owner of all industrial property rights recognized by the applicable Spanish and international regulations regarding this matter.
The Client will ensure that all products are used and adjusted by trained and experienced personnel. If for any reason the Client does not know how to use or adjust the products correctly, the Client must send a written request to ALZOLAbrakes® to request more information and / or explanatory brochures for this purpose.
The Client will keep ALZOLAbrakes® fully compensated as a consequence of any accident or claim by a third party, arising as a result of any act or omission of negligence on the part of the Client.
Each and every one of the obligations contained in these conditions will be considered as a separate obligation and will be executed as such, without detriment to the non-enforceability of any other obligation.
In the same way, each and every one of the clauses contained in this document will be fully autonomous and independent, so that the cancellation of any of them by any competent authority will not affect the validity and validity period of the rest, which will continue in force and having a binding character between the parties.
The Contract and sales conditions indicated above for any of the merchandise sold by ALZOLAbrakes® to any of its clients will be governed and interpreted in accordance with Spanish legislation and both ALZOLAbrakes® and the Client must act in accordance.
In case of litigation in relation to any of the aforementioned conditions of sale, with their interpretation, execution and non-execution, expressly waiving any other jurisdiction that may correspond to them, the parties submit to the Courts and Tribunals of Vitoria, Spain.