Sales conditions

Scope Application

1.-These General Conditions of Sale (“GSC”) will apply to all sales, supplies, services and, in general, services to give and/or make, as well as to offers and orders related to them, which INCOPERFIL (“Seller”) carries out for other companies (“Client/s”).

2.-These GCS will be understood to be fully accepted by Clients simply by placing an order or order, or accepting an offer.

3.-The application, to the relationships established between INCOPERFIL and the Clients, of any other general conditions different from these and which the Clients may have at their disposal, is expressly excluded, even if INCOPERFIL had knowledge of them, without For this, it is necessary to make, on the part of INCOPERFIL, any type of reservation or qualification in this regard. The acceptance of any other general conditions will require, on the part of INCOPERFIL, express consent, formulated in writing.

4.- These general conditions are complementary to the particular conditions that by agreement between the parties are established and accepted in writing in each case and will prevail over the purchase conditions of INCOPERFIL customers.

Offers and orders

5.- INCOPERFIL’s offers and quotes are not binding on it and, consequently, are subject to modifications as long as the order placed by the Client and, based on an offer or quote, is not confirmed in writing by INCOPERFIL.

6.-Every order or order will require, in order for it to be binding on INCOPERFIL, written confirmation from it. There will be no contract without said confirmation.

7.-Orders that contain any type of penalty will not be accepted.

8.-The validity period of INCOPERFIL offers is 15 days from their date of issue unless otherwise stated in writing in the offer.

9.-The return of the signed Offer or its written acceptance by the Client during its validity period constitutes acceptance by the Client of the contract defined by these GTC.

10.-Likewise, any of the following facts implies the acceptance of each and every one of these GCS:

• In the absence of rejection of the order confirmation by the Client during the 3 days following its receipt and always before its manufacture.
• Accept or receive materials supplied by INCOPERFIL.
• Prepare or accept the corresponding invoice.

Information contained in catalogs and on the web

11.- INCOPERFIL will take the greatest possible care to ensure that the descriptions, drawings and, in general, the information contained in the catalogs and on its website are accurate, however, and unless otherwise agreed, such elements will have a value merely indicative and approximate, so they are not binding nor is any guarantee conferred on them, so that INCOPERFIL will not assume any responsibility for any possible inaccuracies that may exist in its catalogs and website.

Prices

12.-Unless expressly stated otherwise in the Order Confirmation, the prices are net payable by the payment method established therein. The Client will be responsible for paying all taxes and expenses for transportation, insurance, shipping, storage, handling, demurrage and similar concepts. Any increase in said costs effective from the date of confirmation of the offer will be borne by the Client.

13.- The prices, unless otherwise specified in writing by INCOPERFIL, are for goods delivered to the INCOPERFIL factory loaded on trucks, and include standard packaging and protections of the Seller (according to the Seller’s procedure available on its website). . The costs of destruction, recycling or storage, once delivery has been made, will be borne by the Client. The materials will be transported at the expense and risk of the buyer, with the latter being responsible for any damage and deterioration that occurs during loading, transportation and unloading, as well as all expenses corresponding to transportation and insurance, unless by mutual agreement the contractor of the transport is INCOPERFIL.

14.-Unless expressly agreed, prices will always be in euros, without taxes, so the legally applicable taxes will be added to them.

15.-In transactions carried out in a currency other than the Euro, any possible variation in the exchange rate will be the responsibility of the Client.

16.-INCOPERFIL reserves the right to invoice extraordinary charges for accepting orders with a value different from the quantities offered, as well as for services in the supply of orders that do not reach the quantities established in the offer.

17.-If the supply is subject to a VAT exemption according to current regulations, and the Client takes charge of the merchandise at the point of origin at its own expense and risk according to the agreed INCOTERM, the Client must present within a period not more than ten business days the documentation that accredits the transit or transportation to the destination country and the customs clearance of the same. Otherwise, a penalty will be applied that will correspond to the uninvoiced VAT cost.

Payment guarantee and right of retention

18.- Unless otherwise indicated in the contractual documents, payments will be made in advance. In case of doubt about the financial solvency of the Client or alteration of his economic capacity (RAI, ASNEF, Deterioration of insurance credit line…) with respect to the moment of signing the Offer, INCOPERFIL will be in a position to request at all times the Client, additional payment guarantees. In their absence, INCOPERFIL will be released from its commitments, regardless of whether there is evidence of non-compliance on the part of the client with respect to the mode and means of payment agreed in the particular clauses.

19.-Failure to pay by the Client within the agreed terms will entail by operation of law (law 15/2010) and without prior payment requirement, interest at the 3-month EURIBOR rate plus an increase of two points, plus bank charges. or of other directly attributable nature.

20.-Any delay in payment, in the delivery of payment documents or alteration in the acceptance of bills of exchange if any or other documents make the entire amount due by the Client immediately due and payable with full right of payment. to INCOPERFIL including the sum that is pending maturity, reserving the right to offset balances collected on account of future orders with overdue debts, not entitling the Client to any type of compensation for this concept. In this case INCOPERFIL has the power to suspend or cancel all sales pending supply.

21.- If the Clients are in default, and as long as they remain in such situation, INCOPERFIL, without prejudice to the exercise of the rest of the rights that legally correspond to it, in particular, the termination of the contract, will not be obliged to carry out in favor of the Clients no longer supply under any contracts that may be in force between INCOPERFIL and the Clients.

Delivery of goods and Transfer of Risks

22.- Unless otherwise agreed, it will be understood that the delivery times that may be indicated by INCOPERFIL are merely indicative and, therefore, are not essential, so INCOPERFIL will not assume any responsibility as a consequence of the exceeding of said deadlines.

23-The start of the delivery period will occur on the date of issuance of the Order Confirmation by INCOPERFIL, provided that on that date all the order details are clarified and the documentation has been provided by the Client. or materials that, if applicable, are required. INCOPERFIL will in any case have the power to terminate the contract if the Client refuses to clarify details of the order or to provide the required documentation or materials or does not carry out any of these actions within a reasonable period of time after being requested to do so.

24.- INCOPERFIL’s supply obligation will always be understood to be conditional on the timely supply of materials, in accordance with the agreement, by INCOPERFIL’s suppliers, as well as the timely compliance with the Client’s payment obligations.

25.-Unless expressly consented, in writing, by INCOPERFIL, returns of merchandise will not be accepted. To process any return, previously and duly authorized, the Client must send the merchandise freight prepaid, indicating the delivery note number and the delivery date. The returned merchandise must be in perfect condition and in its original packaging.

26.-The transfer of risks, if not otherwise agreed in writing, will take place at the Seller’s factory before loading, and in the case of use of Incoterms, the transfer of risks will take place according to the applicable term ( latest version of Incoterms published by the ICC). If the customer does not take charge of the Goods, after notification of their availability by the Seller, the Seller may store them at the Customer’s expense and risk for a period not exceeding 2 months. After the expiry of such period, and without special notice being required, the Seller may resell the Goods or destroy them and claim damages.

27.- In the event that the Goods are sold delivered at destination, it will be up to the Seller to determine the route and means of transport, as well as the selection of transport agents and carriers. The Client will be responsible for providing the Seller, with sufficient notice to allow the latter to carry out the necessary shipping procedures, all the required information, including (a) marking and shipping instructions, (b) import certificates, documents required to obtain official permits and any other document prior to shipment, and (c) where applicable, the Client’s confirmation that it has obtained the opening or establishment of a letter of credit. If any such documents, instructions or confirmations are not received, or if any of them may (in the opinion of the Seller) cause costs or delays, the Seller may, at its discretion and without prejudice to any other remedy, delay the date of issue or cancel this contract. The Client undertakes to receive the Goods at the agreed place and date; If this is not done, the delivery will be considered made for all purposes at said place and date.

28.- When, for reasons attributable to the client, INCOPERFIL cannot deliver the material after 10 days from the completion of manufacturing, INCOPERFIL may proceed to invoice the material under the conditions agreed in the order. The material will remain in storage in our warehouses, from the invoice date, until it is removed for a maximum period of 2 months. For those orders that are not picked up by the Client within 10 days, INCOPERFIL will issue an invoice for warehouse occupancy at a price of €2 per square meter manufactured and month of occupancy. After 2 months of material in warehouse, INCOPERFIL will be able to process the corresponding waste management to remove the material from our warehouses. The client will have nothing to claim from INCOPERFIL after 2 months from the manufacture of the material when the client has not accepted the delivery or it has not been collected by the client.

CONFORMITY – INSPECTION – ASSEMBLY

29.- The Customer will carry out an inspection of the Goods at the Delivery point to verify the weight, length and width indicated in the Order Confirmation/Delivery Note, and any visible defect will be recorded during the inspection on the signed Delivery Note. to the Carrier. In the event that the Client does not present written observations regarding the Goods within a period of one week (law 15/2009-BOE 273, art.60) from delivery and before any subsequent transformation of the same, the Goods will be deemed automatically accepted upon delivery to the Customer. The Goods will be considered delivered from the moment the delivery note presented by the carrier is signed, at the place and by personnel indicated by the client. The Seller will not accept any claim regarding defects or deficiencies of the Goods with respect to the specific terms of the Order Confirmation that could have been verified through a visual inspection, or if this had not been carried out.

30.-At the time of receipt of the Goods at a construction site, any immobilization of the transport vehicles will be the responsibility of the Client. The Client will have a maximum of 2 hours to unload the material. If this time is exceeded, INCOPERFIL will transfer to the Client the penalties for stoppage that the Carrier claims.

31.- The Client will be solely responsible and will be responsible for the unloading, storage, assembly and proper maintenance of the Goods in its warehouse or installation destination; He will have to strictly respect the instructions and documentation of the Seller in this regard (brochures, catalogues, website, labeling on the Goods…) and ensure that these instructions are communicated to his own clients. In the event that, during the course of assembly, the Goods show defects, the Customer will have to immediately inform the Seller and immediately stop said assembly.

32.- Any technical advice is provided in good faith but without warranty. The Seller’s advice does not release the Client from its responsibility to verify the suitability of the goods supplied for the processes and uses for which they are intended (according to technical sheets and application tables available on the Seller’s website).

33.-Claims do not give the Client the right to postpone or suspend payment of the corresponding invoice or any other pending invoice.

34.-Hidden defects in delivery must be notified to the Seller immediately, by certified mail with acknowledgment of receipt, at the time of their discovery and no later than 6 months after Delivery (the Customer has the obligation to thoroughly inspect the Goods during said period).

35.-If the Goods are considered defective by the Seller, the latter will only have the obligation, at its option, (i) to replace or refund such Goods, or (ii) if the price has not yet been paid by the Client, to reduce said price or cancel the contract. In any case, the Seller’s liability will be limited to 100% of the invoiced value of the defective or damaged Goods. The Seller will not accept any liability for loss of processing costs, loss of production, loss of income and/or any consequential loss or special damage suffered directly or indirectly by the Customer or any other person. The Seller will be liable only for damage caused by intent or gross negligence duly proven by the Customer.

36.-Possible deviations in hue are governed by the EN 10169 standard and the XP P34-301 standards, which establish that a margin of ΔE = 1.5 should not be exceeded. Except in metallic, bright or saturated colors, or textured coatings, in which it is not possible to quantify the color. It must always be indicated whether it is an extension of the order for the same work, in order to be able to trace the material used, thus avoiding differences in tonality.

The products manufactured by INCOPERFIL follow the following standards: UNE EN 14782:2006 (Metal profiles).

GUARANTEE

37.-In perforated products we recommend applying a layer of protection prior in both sides to assembly to avoid an early effect of corrosion. Perforated products do not have any after-sales guarantee if this recommendation is not followed.

38.- Likewise, and with respect to the metal coating used, INCOPERFIL will only be responsible for its quality and destination if the Client has requested it in writing before confirming the order by sending the environmental questionnaire duly completed, signed and sealed. by the buyer) as well as having received a positive response from the steel company that supplied the raw material supplied, both suspensive conditions operating cumulatively and not alternatively.

FORCE MAJEURE

39.-The impossibility or delay of the Seller in the execution of the manufacture, expedition and delivery of the Goods object of this contract resulting, in whole or in part, from situations of war (declared or undeclared), strike, labor dispute, accident , fire, flood, acts of God, delay in transportation, shortage of material, equipment breakdowns, facility conditions, legislation, regulations, ordinances or decrees issued after confirmation of the order by any government agency or body, or The appearance of a contingency that prevents the execution of its obligations and whose non-existence constituted a basic assumption for the issuance of the Order Confirmation, will not generate liability for the Seller. In such circumstances, the Seller may have such additional time as is reasonably necessary to fulfill its obligations, and will have the right to distribute its production among its customers in the manner it considers equitable. This clause will apply, mutatis mutandis, to the Client. This circumstance must be notified in writing to the other party within a period of 5 business days from the occurrence of the event causing force majeure.

Domain reservation

40.- The ownership of the goods will remain in INCOPERFIL as long as the Client has not fully satisfied the price corresponding to them, the Client will be solely responsible, and will fully bear the risks and costs associated with the correct unloading. proper handling and storage of the delivered goods, and must therefore take out comprehensive insurance at their own cost, which covers the deterioration and/or theft of all or part of the delivered Goods and provide, upon first request, a certificate of said insurance and the payment of its premium.

LANGUAGE, JURISDICTION AND APPLICABLE LAW

41.- These CGV are available in Spanish, English and French on the INCOPERFIL website, in case of conflict the Spanish version will prevail.

42.- For all litigation arising from commercial relations between the Client and INCOPERFIL, both submit to the courts and tribunals of Valencia, Spain, expressly waiving any other jurisdiction that may apply to them.

43.- In the case of international sales, the Brussels courts will have exclusive jurisdiction to resolve the conflict.

INFORMATION ON DATA PROTECTION

44.- European Regulation 2016/679 regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data. As established by the data protection regulations, we inform you that the data included in this contract, as well as all the information generated as a result of the provision of the agreed services, will be processed by INCOPERFIL for customer management and administrative management. economic and accounting as well as to carry out commercial and marketing actions always on services and products related to those initially contracted. Communications will be carried out by electronic means and the possibility of unsubscribing will be provided in each communication sent. The legal basis for such processing is the existence of a contractual relationship. The data will be kept in any case for the duration of the contractual relationship and subsequently during the legal periods established in civil legislation for the prescription of contractual obligations and in accounting and tax legislation. Contact data will be kept as long as its deletion is not requested. Communications to third parties: INCOPERFIL may communicate your data to third parties in the following cases: (i) Due to legal obligation to the tax administration for payment of taxes, to judges, courts that request it through judicial means.

(ii) Necessary transfer for the performance of services: financial entities to make timely collections and payments, insurance companies for insurance management, collection entities for the corresponding payment claims. The international transfer of data to third countries outside the European Union is not planned. Rights: You can exercise the rights of access, rectification and deletion, opposition, limitation to the processing and portability of your data through the email info@Incoperfil.com

For more information and how to exercise your rights, you can consult our complete data protection policy.