General Conditions of Sale and Supply

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 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 fulfillment if the customer does not 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 will be considered a payment on account and will be used to cover the costs of supply, management and/or manufacturing of the products, if applicable.

In the event that – for any reason – the customer does not comply with the contractually assumed obligations – including the payment of the remaining amounts within the established period – the order will be automatically cancelled without the right to a refund of the Deposit, which will be retained by the Company as partial compensation for breach of contract. The loss of the Deposit will not be an exclusion for the Company to claim damages that the customer’s breach may cause.

The Deposit will be considered lost in the following cases:

• Failure to pay the remaining balance within the established period.
• Cancellation of the order by the customer after its confirmation.
• Failure to collect or receive the products at the agreed place and date.
• Any other material breach of contractual obligations, such as the execution, fulfilment or obtaining of permits and/or documents necessary for the execution of the contract that are the responsibility of the client, which may affect the fulfilment of the order.

The retention of the deposit by the Company does not exclude its right to claim additional damages that may arise from the client’s breach. However, in cases of force majeure duly accredited, the Company may assess a partial return of the deposit at its sole discretion.

4. Terms of Payment

Unless expressly agreed between the Company and the Customer, delivery of the goods shall be subject to prior effective payment of the total price. The Customer shall make the payment in the form and within the terms agreed, without the possibility of postponement unless otherwise agreed in writing between both parties. In case of non-compliance with payment deadlines, the Company may:

• Charge interest for late payment in accordance with current legislation.
• Cancel the order without obligation to deliver or refund the deposit.
• Apply penalties for late payment.

5. Deliver and Transfer of Risk

The delivery of the products will be made at the agreed place and date, provided that payment has been fully satisfied 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 Customer or by the logistics company contracted by the Customer.

From the moment of delivery, the Customer shall assume all risks on the products, including any loss or damage that may occur during transport if this has been managed by the Customer.

The Company shall not be liable for delays in delivery caused by causes beyond its control, such as force majeure, third party logistical incidents, governmental 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 established period, such failure shall entitle the Company to freely dispose of the products without obligation to reimburse the deposit or to make the delivery at a later date.

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 refund the deposit, and may dispose of the products at its convenience.

6. Jurisdiction and Applicable Law

These General Conditions shall be governed by and construed in accordance with Spanish law. For any dispute arising from its application or interpretation, the parties submit to the jurisdiction of the courts of Madrid, Spain.