UNIQAPARTS, S.L. – GENERAL CONDITIONS OF SALE
1.- Field of application.
(I) These General Conditions of Sale (“CCGGVV”) shall apply to all sales, services and the offers and orders relating to them, that the company UNIQAPARTS, S.L., with registered office at Calle Magdalena Corcoll number 11, Molins de Rei, and with Tax Id no. B-67.347.377 (hereafter referred to as the “Company”), carries out for other companies or dealers (hereafter referred to as the “Customers”). The Company sells and attends only to orders for genuine spare parts in original boxes, hereafter referred to as the “Products”, and only wholesale, to other dealers who are not acting as “consumers” but have the intention of reselling the products purchased to their customers.
(II) These CCGGVV shall be understood as accepted in full by the Customers through the simple fact of making an order or enquiring for information.
(III) These general conditions expressly exclude the application of any other general conditions to relationships that may be established between the Company and the Customers, where the Customers may have them available and even though the Company may have knowledge of them, without the need for the Company to make any kind of reservation or qualification in that respect. The acceptance of any other general conditions will require the Company’s express consent, set out in writing.
2.- Offers and orders.
(I) Offers are always, for all purposes, conditional on the Company’s subsequent written acceptance of the relevant order.
(II) Any condition included by the Customer in the order, where not adjusted to the CCGGVV, will be considered as ineffective.
(III) Orders for a certain quantity of Products may be supplied in partial deliveries or as a whole.
3.- Acceptance of orders.
(I) On receiving an order, the Company will transmit its acceptance on condition of payment by transfer of a pro-forma invoice for twenty five (25%) percent of the total price of the order. After receiving payment of that pro-forma invoice the firm acceptance of the order will be processed and transmitted.
(II) Once payment of the aforesaid pro-forma invoice has been made the Customer cannot cancel the order, either partially or wholly.
4.- Information contained in catalogues and in the web.
The Company will take all possible care to see that the descriptions, drawings and, in general, the information contained in the catalogues and in the web is accurate. However, these elements are merely indicative and of approximate value.
(I) Prices are given in euro, net of taxes and expenses, and will apply according to the price list Ex Works, El Papiol – Barcelona (that is, net of taxes, insurance and despatch expenses), valid and shown in the Company web at the date of receipt of the order.
(II) These prices will be subject, as applicable, to the addition of the taxes legally in force. Customs duties, should they apply, will always be for the Customer’s account.
(III) Payment will always be in euro, any possible variation in exchange rates therefore being for the Customer’s account.
(IV) All bank charges are understood to be for the Customer’s account.
6.- Payment for the rest of the order.
(I) Payment for the rest of an order in progress, including the price and the taxes, if applicable, shall be by bank transfer in advance, unless the Customer and the Company have agreed other payment terms.
(II) The payment date will be the day on which the Company actually received the payment.
7.- Delivery of the Products.
(I) Together with acceptance of the order the Company will indicate the approximate despatch date. The delivery times are merely indicative; therefore they are not of an essential character, so that the Company will not be responsible as a consequence of these times being exceeded.
(II) In the case of any situation of force majeure or any unforeseeable event at the time of concluding the contract, such as natural disasters, fire, the adoption of administrative measures, legal lock-outs, the lack of or deficiencies in raw materials and/or other material, where these are not imputable to the Company, it may extend the delivery times, where these cases and events are of a transitory nature, or rescind the contract, in the event that the events are not transitory and make it impossible or very difficult to supply or carry out the orders in their essentials, or it cannot reasonably be foreseen when the disturbance will end. The same rule will apply when such cases and events affect the Company’s suppliers. In the case that the Company chooses to cancel the contract, the relevant settlement will be arranged between the parties, both undertaking to make no further claims of any kind.
(III) In the event of the substitution of some Product reference by the manufacturer, the Company will supply what it receives from the manufacturer.
(IV) No returns of any Products will be accepted without the Company’s express approval.
(V) In no case will returns be accepted due to withdrawal from purchase.
(VI) Returns will only be accepted of i) Products which are defective or in poor condition at the time of reception by the customer, provided that the Customer evidences the deterioration in photographs, and/or ii) Products that do not correspond to the order accepted by the Company.
8.- Transfer of risks.
(I) The risks of loss or deterioration of the Products will be transferred to the Customer at the time of their delivery to the carrier.
(II) In the case that delivery or availability should be delayed for a cause imputable to the Customer, the risks will be transferred when the agreed delivery or availability should have taken place.
9.- Claims with respect to the Products.
(I) Possible evident claims relating to discrepancies with the order accepted and/or the state of packaging of the Products supplied must be made immediately, in writing and with photographs attached, as soon as the Products are delivered, also making a record of such claims on the delivery note. Any claim made subsequently is excluded.
(II) Possible claims relating to any visible or apparent defects must be notified to the Company in writing and in detail, attaching photographs, as soon as possible and, in every case, within three (3) working days following the date of delivery, always giving the delivery note number. If the Customer does not notify these defects within the indicated period, the Products will be considered to have been accepted, except when referring to the possible existence of hidden faults.
(III) Regarding any possible hidden faults in the Products, the Company gives a guarantee in this connection for a period of six (6) months counting from the delivery date of the Products in question. This guarantee refers exclusively to hidden faults present at origin, thus excluding any faults caused by external agents or by incorrect use, installation, preservation, treatment or storage.
(IV) Claims made for possible hidden faults must be made, also in writing and in detail, indicating the delivery note, at the latest within five (5) days following the date on which the fault became evident. Otherwise, the Products supplied will be considered accepted for all purposes.
(V) All the Customer’s rights of claim will be ineffective if he does not immediately allow an inspection of the faults referred to in the claim. Products can only be returned with the Company’s express authorisation.
(VI) In relation with claims the Customer will only have the right, at the Company’s choice, to replacement of defective Products, their repair, an alteration in the contract, or to a reduction or where applicable repayment of the price paid for the Products to which the claim refers.
(VII) Whatever may be the solution given by the Company to the claim, it will be understood without prejudice to the Guarantee that may be given by the manufacturer of the goods.
10.- Limitation of liability.
(I) The Company will not answer for loss and damages, whatever may be the legal reasoning for the liability (impossibility of supply, delay in payment, defective supply, contractual non-compliance, non-compliance with pre-contractual obligations, extra-contractual liability, unfair actions, etc.), unless fraud or serious guilt is involved.
(II) This limitation of liability will not apply with respect to a breach of contractual obligations of an essential nature, to damages affecting life and physical integrity and to those cases in which it must respond under a rule of an imperative nature, for example, in accordance with regulations applicable in matters of third party liability for damages caused by defective products.
(III) The Company will only answer, in any case, for direct damages and typically contractual damages which were foreseeable at the time of settling the contract. Any liability for loss of profits is excluded.
(IV) Actions against the Company for loss and damages can only be brought by the Customer, who may not transfer them to third parties.
(V) Should the loss and damages caused be covered by an insurance contracted for the purpose by the Customer, the Company will only answer for losses really caused to the Customer, such as a possible increase in the premiums for the insurance contracted or interest arising from the payment of compensation, until regularisation of the compensation for damages by the Customer’s insurance company.
(VI) With the maximum legally permitted extension, the Company’s liability will not exceed the price paid by the Customer.
11.- Privacy and Personal Data Protection.
(I) The communication of your data will be subject to processing by the Processing Manager of UNIQAPARTS SL. This communication will be used exclusively to process your data to attend to your request, always in accordance with Regulation (EU) 2016/679 of 27th April 2016 (GDPR), Constitutional Act 3/2018 of 5th December 2018 (LOPDGDD) and other legal regulations in force concerning personal data protection.
(II) The personal data shall be used for the purpose of managing the services offered, processing orders, carrying out administrative tasks and sending technical, sales or advertising information by ordinary mail or e-mail to customers or users regarding products or services which may be of their interest, provided that the user has expressly consented to the sending of communications. This acceptance can always be revoked.
(III) The Company guarantees the confidentiality and security of your personal data when these are the subject to treatment, to the degree that it has implemented the policies on processing and security measures referred to in article 9 LOPD and regulated in detail in Royal Decree 1720/2007, of 21 December, which approved the Implementing Regulation of the Constitutional Act 15/1999, of 13 December, on personal data protection (hereafter referred to as the RMS).
(IV) The data that supplied to us shall be processed confidentially. The company has adopted all the technical and organisational measures and all the levels of protection necessary to guarantee security in the data processing and prevent their alteration, loss, theft, unauthorised processing or access, in accordance with the state of technology and the nature of the data stored. It is also guaranteed that the processing and recording in files, programmes, systems and equipment, premises or establishments, meet the requirements and conditions of integrity and security established in current regulations.
(V) On voluntarily delivering his own data or those of third parties, the Customer admits having the consent of those third parties for the assignment of their data, and expressly consents to their processing by the Company, whether or not computerised, as well as their transfer to other entities where the connection with such data is necessary or legally obligatory in order to supply our services.
(VI) The Customer can at any time exercise his rights of access, rectification, portability and objection or, as applicable, the limitation and/or cancellation of the processing, by a written communication, indicating his personal data, sent to Magdalena Corcoll, 11, 08750 Molins de Rei, or by e-mail to email@example.com.
12.- Law applicable and competent forum.
(I) Relations between the Company and the Customer will be governed by Spanish Law of a general common character (Commercial Code, Civil Code, and other regulations of national scope).
(II) Any dispute or controversy which may arise between the parties in relation with these CGV and/or the contracts signed in accordance with them will be substantiated before the jurisdiction of the courts and tribunals of the city of Barcelona, Spain. This notwithstanding, if so wished, the Company can bring legal actions against the Customer before the courts of the latter’s residence. In every case legal provisions of an imperative character on these matters remain excepted.
13.- Eventual discrepancies.
In the event of eventual discrepancies, the Spanish text of this Conditions of Sale shall prevail.