1. General provisions
These General Terms and Conditions of Sale govern all commercial transactions carried out by SANZ HERMANOS VALENCIA S.L., with Spanish tax identification number (CIF) B-46445615 (hereinafter, the “Seller”), unless otherwise expressly agreed in writing.
The placing of an order by the Customer implies full and unconditional acceptance of these terms and conditions, which shall prevail over any purchasing terms of the Customer, unless expressly accepted in writing by the Seller.
The Seller operates exclusively in a professional and business-to-business (B2B) context, sales to consumers and end users are excluded.
2. Orders and prices
Order acceptance
No offer or quotation issued or submitted on behalf of the Seller shall constitute a binding commitment, it shall be deemed solely an invitation to place an order. Orders shall become binding only once accepted in writing by the Seller or upon actual dispatch of the goods.
Prices
The applicable prices shall be those in force on the date on which the order is accepted. Unless expressly stated otherwise, prices exclude VAT, transport, insurance, duties and any other applicable taxes or charges, which shall be invoiced separately.
Changes
The Seller reserves the right to amend prices, specifications, references or product availability without prior notice, while honouring orders previously confirmed.
Cancellations
Confirmed orders may not be cancelled, in whole or in part, by the Customer without the Seller’s prior express consent. If cancellation is accepted, the Seller may charge the costs already incurred.
3. Delivery, transport and receipt
Delivery times
The delivery times indicated are provided for guidance only and shall not constitute an essential obligation. Delays in delivery shall not entitle the Customer to cancel the order or to claim compensation or damages.
Transport and transfer of risk
Unless otherwise expressly agreed and in accordance with the applicable Incoterms, the risk in the goods shall pass to the Customer when the goods leave the Seller’s premises.
Receipt of the goods
The Customer must check the goods upon receipt. Any apparent damage, incident, shortage or anomaly must be expressly noted on the carrier’s delivery note and reported in writing to the Seller within the time limits and under the conditions set out in Clause 6 (Claims) of these terms and conditions.
Receipt of the goods without reservation shall be deemed acceptance by the Customer of the condition, quantity and references of the products supplied.
4. Payment terms
Payment method and terms
Payment shall be made in the manner and within the time limits agreed between the parties, in all cases in compliance with the limits laid down by applicable law and, in particular, Law 3/2004 on combating late payment in commercial transactions.
Late payment and non-payment
Failure to pay all or part of any amount when due shall entitle the Seller to:
• Declare all outstanding amounts immediately due and payable;
• Suspend deliveries or orders in progress;
• Withdraw any commercial terms previously granted.
In addition, overdue and unpaid amounts shall automatically bear late-payment interest at the applicable statutory rate, together with any banking, administrative and collection costs incurred.
Insolvency
The Seller may suspend or cancel pending supplies where there are reasonable indications of insolvency, risk of non-payment or contractual breach by the Customer.
5. Retention of title
The Seller shall retain full ownership of the goods supplied until the price has been paid in full, including any applicable costs, taxes and interest.
Until full payment has been made, the Customer undertakes to keep the goods in perfect condition, identifiable and separate from other goods, and shall be liable for any damage or deterioration.
6. Claims
The Customer must inspect the products upon receipt. The following cases shall be distinguished:
Apparent damage or transport incidents
The Customer must have any apparent damage or transport-related incident recorded on the carrier’s delivery note and inform the Seller within a maximum period of 48 hours from delivery. If no notification is made within this period, the products shall be deemed accepted for all purposes.
Hidden defects or manufacturing defects
Such claims shall be governed exclusively by the provisions of the Seller’s Warranty Document, whose time limits and claims procedure shall prevail over any other provision of this clause.
If the claim is deemed justified, the Seller may, at its discretion, repair or replace the defective products, or refund the amount actually paid for the goods concerned, with no other compensation or indemnity being due.
No returns shall be accepted without the Seller’s prior written authorisation, and transport shall be carried out at the Customer’s expense and risk.
The Seller shall not be liable for claims arising from improper use, inadequate storage, modification or handling of the products without written authorisation. Claims based on failure to clean or carry out preventive maintenance, the use of chemicals incompatible with the materials of the equipment, and the natural wear of consumable parts (including nozzles, seals, filters, blades, counter-blades and battery degradation due to use) are also expressly excluded.
7. Limitation of liability
The Seller’s liability arising from the supply of the products shall be limited, at its option, to:
• The repair or replacement of the defective product, in whole or in part;
• A price reduction or refund of the amount actually paid by the Customer in respect of the goods concerned.
Under no circumstances shall the Seller be liable for indirect damage, loss of profit, loss of production, loss of business, loss of earnings, damage to property other than the product supplied, or any other consequential damage arising from the supply of the products.
The Seller’s total liability, on any grounds whatsoever, shall not exceed the amount actually paid by the Customer for the order concerned.
To the fullest extent permitted by law, any liability not expressly assumed under these terms and conditions is excluded.
8. Commercial warranty
Without prejudice to the preceding clauses concerning receipt of the goods, the technical warranty for the products (tools, sprayers and their components) shall be governed exclusively by the Seller’s specific Commercial Warranty Document.
In the event of any discrepancy of interpretation between these General Terms and Conditions of Sale and the aforementioned Warranty Document, these General Terms and Conditions of Sale shall prevail.
9. Force majeure
The Seller shall not be liable for failures to perform or delays resulting from causes beyond its reasonable control, including, without limitation, strikes, labour disputes, supply disruptions, logistics or transport incidents, shortages of raw materials, power failures, pandemics, natural disasters, governmental acts or any event of force majeure.
10. Industrial and intellectual property and confidentiality
All trademarks, trade names, technical documentation, catalogues, images, designs, commercial information and other industrial and intellectual property rights relating to the products supplied are and shall remain the exclusive property of the Seller or its suppliers.
The Customer may use such documentation and identifying materials only within the framework of the commercial relationship maintained with the Seller and for the purpose of marketing the products supplied, without this implying any assignment, licence or transfer of any right.
The Customer shall refrain from:
• Removing or modifying trademarks, references or product identifications;
• Copying, reproducing or modifying the products or technical documentation without authorisation;
• Taking any action that may harm the image, reputation or rights of the Seller or its suppliers.
Likewise, all technical, commercial or documentary information provided by the Seller shall be confidential and may not be disclosed or used for purposes other than the existing commercial relationship.
Breach of the foregoing shall entitle the Seller to terminate the commercial relationship immediately and claim any corresponding damages.
11. Termination
The Seller may suspend or terminate any commercial relationship, pending order or supply in progress, with immediate effect, in the following cases:
• Failure to pay all or part of the amounts due;
• Actual or apparent insolvency of the Customer;
• Breach of any contractual or legal obligation assumed by the Customer.
Termination or suspension may be notified by any means that provides proof of receipt and shall not affect the Seller’s right to claim outstanding amounts, interest, costs incurred and any damages to which it may be entitled.
12. Data protection
Personal data provided by the parties shall be processed by the Seller as data controller, in accordance with Regulation (EU) 2016/679 (GDPR) and any other applicable legislation, for the purpose of managing the contractual relationship, invoicing and compliance with legal obligations.
13. Governing law and jurisdiction
These General Terms and Conditions shall be governed by and interpreted in accordance with Spanish law.
For the resolution of any dispute arising from the commercial relations between the parties, the parties expressly submit to the jurisdiction of the courts and tribunals of Valencia, expressly waiving any other jurisdiction to which they may be entitled.
