1. Purpose and Scope of Application
These General Conditions of Sale and Delivery (hereinafter referred to as ‘General Conditions’) govern all business transactions between [Company Name] (hereinafter referred to as ‘the Company’) and its customers. Acceptance of an order by the customer implies unreserved acceptance of these General Terms and Conditions.
These General Terms and Conditions shall apply to all sales and supplies, including those made to customers located outside and within Spain. All contracts shall be governed by and construed in accordance with Spanish law.
2. Orders and Confirmation
The Company reserves the right to refuse orders without justification.
Orders must be placed in writing or through the electronic means provided by the Company. For an order to be valid, the customer must pay a non-refundable deposit (the Deposit) equivalent to [percentage]% of the total amount of the order.
No order will be processed without full payment of the Deposit; confirmation of an order does not guarantee its fulfilment if the Customer fails to pay the remaining balance by the agreed deadline, or in the absence thereof, without the Customer paying the full price of the goods prior to shipment.
3. Deposit, Cancellation and Non-Refund Policy
The Deposit shall be considered a payment on account and shall be used to cover the costs of procurement, management and/or manufacture of the products, if applicable.
In the event that – for whatever reason – the customer does not comply with the contractually assumed obligations – including the payment of the remaining amounts within the established term – the order will be automatically cancelled without the right to reimbursement of the Deposit, which will be retained by the Company as partial compensation for breach of contract. The loss of the Deposit shall not preclude the Company from claiming damages that the Customer’s non-performance may cause.
The Deposit shall be considered forfeited in the following cases:
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- Failure to pay the remaining balance within the established deadline.
- Cancellation of the order by the customer after confirmation.
- Failure to collect or receive the goods at the agreed place and on the agreed date.
- Any other substantial breach of contractual obligations, such as the performance, fulfilment or obtaining of permits and/or documents necessary for the execution of the contract that are the responsibility of the customer, which may affect the fulfilment of the order.
The Company’s retention of the deposit does not preclude its right to claim additional damages that may arise from the Customer’s failure to perform. However, in duly accredited cases of force majeure, the Company may consider a partial refund of the deposit at its sole discretion.
4. Terms of Payment
Unless expressly agreed between the Company and the Client, delivery of the goods shall be subject to prior effective payment of the total price. The Client must make payment in the form and within the agreed terms, without the possibility of deferment unless otherwise agreed in writing between both parties. In the event of non-compliance with payment deadlines, the Company may:
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- Cancel the order without obligation to deliver or refund the deposit.
- Apply penalties for late delivery.
- Charge interest for late payment in accordance with current legislation.
5. Delivery, Transport and Liability
All sales are made under the INCOTERMS EXW (Ex Works/Ex Warehouse), so that the goods shall be deemed to be delivered to the customer at the Company’s premises, at which time the risk is transferred to the buyer.
Delivery of the goods shall take place at the agreed place and on the agreed date, provided that payment has been made in full and the Customer has complied with all agreed obligations. Delivery shall be deemed to have taken place both when the goods are deposited at the agreed place and when they are collected by the Client or by the logistics company contracted by the Client.
From the moment of delivery, the Client assumes all risks on the products, including any loss or damage that may occur during transport if this has been managed by the Client.
At the Client’s request and upon express agreement, the Company may arrange for the transport of the goods by external logistics operators. This management does not alter the transfer of risk, which is maintained as stipulated in the previous point.
In the event of non-payment of the remaining balance within the agreed period, the Company may cancel the order without any obligation to deliver or return the deposit, and may dispose of the products as it sees fit.
In cases where the Company manages the transport, any claim for loss, theft or damage of the goods in transit will be subject to the CMR Agreement. The resolution of any incident will be carried out once the claim has been settled with the insurance company, without this implying any obligation for immediate compensation or replacement on the part of the Company.
The Company shall not be liable for delays in delivery caused by causes beyond its control, such as force majeure, third-party logistical incidents, government restrictions or customs delays. In such cases, the Customer will be informed as soon as possible and an attempt will be made to find an alternative solution.
If the Customer does not receive or collect the goods within the stipulated period, such failure shall entitle the Company to freely dispose of the goods without any obligation to refund the deposit or to make the delivery at a later date.
The Company shall not be liable for delays, losses or incidents occurring during transport, unless a serious breach attributable exclusively to the Company can be demonstrated.
6. Jurisdiction and Applicable Law
For any dispute arising from the application or interpretation of these General Terms and Conditions, the parties expressly agree to submit to the jurisdiction of the courts of the city of Madrid, expressly waiving any other jurisdiction that may correspond to them. Likewise, the parties agree that the applicable law shall be Spanish law.