GENERAL CONDITIONS OF SALE

For the purposes of these Conditions, the following definitions shall apply:

TORMETAL: TORNILLERÍA Y DERIVADOS METÁLICOS, S.A., with NIF: A58072224, Spanish company with registered office at C/ Comerç, 11 – P.I. La Ferreria – 08110 Montcada i Reixac (Barcelona), and registered in the Companies Register of Barcelona, Volume 6777, Book 6056 of section 2ª, Folio 001, sheet number 80.495 , Inscription 1ª. info@tormetal.com

Client: Any natural or legal person who purchases products or services from TORMETAL.

Orders for standard products: Orders referring to TORMETAL products, which usually appear in its catalogues, web, intranet or brochures, and do not require additional manufacturing or assembly processes.

Orders for non-standard products or special manufacturing: Orders relating to TORMETAL products that require some additional or special manufacturing or assembly process, at the specific written request of the Client.

Additional costs: Expenses derived from concepts other than the base price of the product, accrued as a consequence of the Client’s order, such as: kits, units per package, special labels, non-standard packaging, or any other duly accredited concept.

 

2 – SCOPE OF APPLICATION AND VALIDITY.

2.1. All sales and supplies of products and/or services provided by TORMETAL shall be governed by these general conditions of sale (hereinafter, the “Conditions”), except for those particular conditions that may be agreed with each Client in the corresponding offer or in the acceptance of the order.

2.2. The present Conditions shall be considered accepted by the Client from the moment in which the Client has been expressly informed of their existence, either through the TORMETAL website or through the offer or order itself.

2.3. These General Conditions shall remain in force until the termination of the contract between the parties and the extinction of all obligations assumed by each party. These conditions may be modified, so it is the Client’s responsibility to consult them periodically and, above all, when placing an order, as the Conditions in force at that time will be those applicable.

2.4. Failure to incorporate the clauses of the general conditions into the order or the declaration of nullity of any of the same shall not determine the total ineffectiveness of the contract, which may subsist without the provision declared null and void.

2.5. Any condition proposed by the Client other than these, which is not expressly accepted in writing by TORMETAL, shall be ineffective and non-binding.

2.6. The documents issued by TORMETAL other than these Conditions, such as: brochures, catalogues, quotations, technical specifications, drawings, etc., are merely informative and TORMETAL reserves the right to modify them at any time, without prejudice to the particular conditions agreed with its Clients.

 

3 – ORDERS.

3.1. The order may be placed by the Client through any means made available by TORMETAL, including, but not limited to, e-mail, telephone, the Client’s own shopping portals, chat, extranet provided to the Client, shop counter, etc.

3.2. When placing an order, the Client must detail as specifically as possible, in addition to the number of units and the place of delivery, the product or service requested from TORMETAL as stated in the Catalogues, website, offers or consultations.

3.3. When placing the order, the Client is informed of the price of the product or services requested and of the shipping and delivery costs, committing, upon acceptance of the offer, to receive the products or services purchased and to pay the agreed price, including, where applicable, the delivery costs, without prejudice to what will be said regarding the possibility of cancellation in the following general condition.

3.4. In the case of orders for non-standard products or special fabrications, the Customer shall also provide a detailed drawing and shall pay, if required, for the tooling prior to the start of production of the same.

3.5. The offers, drawings, designs, assemblies and any other documentation relating to the order made by TORMETAL are the exclusive property of TORMETAL as a result of its knowledge, in accordance with the provisions of general condition 15 of these Conditions. Therefore, the Client may not transfer them to third parties without the express written consent of TORMETAL.

3.6. The order shall only include the equipment and materials detailed in the offer or quotation expressly accepted by the Customer.

3.7. A minimum order amount of 20 euros is established. In the event that the amount of the order is lower, the minimum indicated will be invoiced.

 

4 – CANCELLATIONS AND MODIFICATIONS OF ORDERS.

4.1. Orders for non-standard products or special manufactures already accepted by TORMETAL may not be cancelled.

4.2. Cancellation of orders for standard products accepted by TORMETAL shall require its written consent. All cancellations accepted by TORMETAL of standard products shall entail an additional payment of 10% of the total amount quoted for handling costs. If the cancellation also entails any damage or loss, TORMETAL shall be entitled to claim payment thereof from the Client.

4.3. TORMETAL shall only accept modifications and/or variations to the design, scope, deadlines or other terms of an order if these are notified by the Client in writing and with due notice. In the event that such modifications and/or variations impose additional or more onerous obligations on TORMETAL, TORMETAL shall be entitled to make an equitable adjustment to the contractual terms, both financially and in terms of the variation of the delivery time.

 

5 – DELIVERY.

5.1. TORMETAL assumes the commitment to comply with the delivery terms agreed with the Client. However, the delivery times stated in any documents drawn up by TORMETAL are always indicative and may be modified due to production reasons, delays in subcontracting, etc., a circumstance that is known and expressly accepted by the Client, so that any delays that may occur in the delivery of the products shall not give rise to the termination of the contract or to indemnities or penalties of any kind.

5.2. The Client accepts the delivery of partial batches of products when circumstances of service, production or storage so require.

5.3. In the event that additional costs are incurred as a result of an order of any kind, this shall be stated in the offer, quotation or order and such costs shall be borne by the Client, who shall pay them together with the amount of the products supplied.

5.4. TORMETAL reserves the right to deliver orders corresponding only to units packaged in multiples or corresponding to packaging batches in which the admissible packaging tolerance is plus or minus 2%, as well as, in special manufacturing, to deliver more or less than 10% of the quantities subject to each order, according to its availability at any given time.

5.5. If the Client is in arrears with the agreed payments or ceases its activity, TORMETAL may suspend, provisionally or definitively, or cancel, at its option, the orders pending at that time, block the account and/or the supply of materials, without prejudice to requiring the Client to make the overdue payments and to claim, if applicable, additional compensation for the suspension or cancellation of the supply or execution of the agreed services.

 

6 – TRANSPORT.

6.1. Unless otherwise expressly agreed with the Client, all goods shall be subject to the INCOTERMS EX WORKS, and therefore travel at the Client’s risk, and TORMETAL shall not be liable for any risk of deterioration or loss of the goods.

6.2. The products must be collected within a maximum period of 7 days from the communication to the Client that they are available at TORMETAL’s facilities, and TORMETAL may charge the Client for the storage and other expenses that may be generated if the products are not collected within the aforementioned period.

Notwithstanding the above, if the Client does not collect the products ordered from TORMETAL’s warehouses and/or facilities within a maximum period of 21 days from the communication that they are at its disposal, TORMETAL may demand the fulfilment or terminate the supply contract, in accordance with the provisions of general condition 13 hereof.

Damage and defects that are generated in the products from the time they are at the disposal of the Client shall be at the Client’s expense.

6.3. All TORMETAL products are delivered to the carrier after a meticulous quality and packaging control, and therefore, at the time of delivery, the Client must carefully examine and recognise the material received in terms of quality and quantity. In the event that, at the time of delivery, damage or defects in quantity or quality are detected in the packaging or in the product, the Client must immediately notify TORMETAL, stating this on the corresponding delivery note or, at the latest, within 4 days of delivery.

 

7 – PRICES.

7.1. The Client may at any time request from TORMETAL the price of the products or services in which it is interested. These prices shall only be valid for the period indicated by TORMETAL in its communications to the Client. If no period of validity is stated, it shall be understood to be only 15 days.

7.2. The price invoiced shall be, in any case, the price in force for the product at the time of the formalisation of the order by the Client and its acceptance by TORMETAL.

7.3. The prices indicated to the Client shall always be expressed in euros and shall not include VAT or any other taxes, fees, transport costs, certificate or other concepts. Consequently, the price of the product purchased shall be increased by the taxes or fees in force at the time of purchase, as well as transport costs or any other applicable items.

7.4. The price lists may be modified at any time by TORMETAL, without prejudice to the prices agreed in the contracts in force with its Clients.

7.5. If during the manufacturing of the orders the prices are modified due to fluctuations in raw materials or other reasons beyond TORMETAL’s control, the Client shall be notified and shall be obliged to assume this price increase.

Once TORMETAL has communicated the modification of the prices of the order, the Client shall have a period of 15 days from the communication to express its disagreement, after which time they shall be understood to be validly accepted by the Client for all purposes.

If the price increase is not accepted, TORMETAL will value the work carried out with the relevant costs accrued up to that moment and will issue the corresponding invoice in the Client’s name, which must be paid by the Client within a maximum period of 30 days from the date it is presented for payment. Once the invoice has been paid, the Client will have 30 days to collect the material. Once these 30 days have elapsed, TORMETAL shall be fully released to make use of the material, and the Client shall have no right to claim anything for this concept.

7.6. The prices of TORMETAL products refer to units. In the case of products with packaging containing several units, the minimum sale price is one package and it shall be expressly indicated whether the sale price corresponds to the whole.

7.7. Any information relating to the prices of items published on any medium (catalogues, price lists, webshops, etc.) shall not be considered an offer. In the event of discrepancies between prices, the price of the offer or order accepted by the Client shall always prevail.

 

8 – TERMS OF PAYMENT.

8.1. The only valid payment conditions shall be those included in the offer, order or quotation expressly accepted by the Client and by TORMETAL, and shall be governed by the provisions of Law 15/2010, of 5 July, amending Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions.

In the event that the conditions are not agreed, the Client must pay in advance and in cash.

8.2. In general and unless otherwise agreed in writing, TORMETAL shall invoice each Client’s order individually, issuing the invoice within 15 days from the date of the delivery note.

8.3. Invoice amounts are not subject to negotiation or discount.

8.4. All bank charges arising from non-payment shall be passed on to the Client.

8.5. In the event of delay or breach of the agreed payments by the Client, the Client shall be obliged to pay TORMETAL, without the need for any prior notice and from the due date of the payment, the default interest provided for in article 7 of Law 3/2004, of 29 December. The payment of this interest shall not release the Client from the obligation to make the remaining payments under the agreed conditions. Likewise, when the Client is in default, it shall be obliged to pay TORMETAL the compensation for collection costs provided for in article 8 of the same Law.

8.6. TORMETAL reserves the right to cancel any credit granted in the event of non-compliance with payment deadlines or doubts about the solvency of the Client, demanding immediate payment in advance of any goods ordered by the Client.

 

9 – RETURNS AND RESALE.

9.1. TORMETAL shall not accept returns of any type of products or services, once received to the Customer’s satisfaction or made available to him/her.

9.2. Exceptionally, TORMETAL may accept returns of standard products provided that each and every one of the following conditions are met:

• That there is a request for return by the Client and TORMETAL in turn accepts it in writing.
• That the returned product is deposited by the Client in TORMETAL’s original warehouses within a maximum period of 7 days from its delivery.
• That the returns are made with the original packaging, the material unused and in perfect condition, accompanied by a copy of the delivery note.
• That the Reception Department and the Quality Control Department of TORMETAL give their approval to the returned product.
• That the Client pays all the expenses caused by the return, including the handling costs in accordance with the stipulations of general condition 4.2, as well as any damages that may have been caused to TORMETAL for this reason.

9.3. In any case, TORMETAL reserves the right not to accept the return, especially if its poor condition is due to defects in storage, conservation, transport or handling.

9.4. Returns travel at the Client’s risk and expense, unless they are due to an error or cause attributable to TORMETAL, in which case written acceptance will be required.

9.5. Under no circumstances shall returns of special manufactures, machined articles or, in general, any non-standard product be accepted.

9.6. The reseller Clients are responsible for their relationship with the final recipient and cannot transfer to TORMETAL any liability arising from events subsequent to the delivery of the product, except as provided for in the cases expressly provided for by Law.

 

10 – WARRANTY.

10.1. Any complaint about the content of the delivery note or about the products or services purchased must be made in writing addressed to TORMETAL, at the latest, within 4 days of delivery.

10.2. TORMETAL guarantees the quality of its products according to the standards of their manufacturers, who shall be the ones to decide whether to repair or replace the defective product.

10.3. In any case, in order to accept the replacement of a product, the conformity of the Technical Department and the Quality and Control Department of TORMETAL shall be required, prior communication to the corresponding manufacturer.

10.4. TORMETAL shall not be held responsible for claims arising from inadequate product selection and/or deficient assembly.

10.5. In any case, claims against TORMETAL arising from damage to the products due to handling by the Client and/or its employees, transport or third parties unrelated to TORMETAL shall not be accepted.

10.6. The content of TORMETAL’s catalogues (technical specifications, drawings, etc.) is informative and does not in itself generate any commitment or contract with the Client.

 

11 – TREATMENT OF PACKAGING AND WASTE.

11.1. For the purposes of Royal Decree 782/1998, of 30 April 1998, which approves the Regulation for the development and execution of Law 11/1997 of 24 April 1997, on Packaging and Packaging Waste, it is explicitly stated that in all operations of sale or transfer of TORMETAL Products, the final holder shall be responsible for the delivery of the packaging waste or used packaging for its correct environmental management.

 

12 – FORCE MAJEURE

12.1. TORMETAL may suspend or delay the delivery of the products, due to Force Majeure, without any liability on its part for the time reasonably necessary under the circumstances.

12.2. Force Majeure shall be understood as any cause or circumstance beyond the reasonable control of TORMETAL, including, but not limited to, strikes of suppliers, transport and services, failures in third party supplies, failures in transport systems, natural catastrophes, floods, storms, riots, strikes, labour disputes, stoppages of the internal personnel of TORMETAL or its subcontractors, sabotage, acts, omissions or interventions of any type of government or agency thereof, accidental stoppages in TORMETAL’s workshops due to breakdowns or other causes not attributable to it and other causes of force majeure contemplated in the legislation in force that may directly or indirectly affect TORMETAL’s activities.

12.3. In such a case, TORMETAL undertakes to communicate to the Client as soon as possible the existence of the cause of Force Majeure, as well as its foreseeable duration. It shall also communicate the cessation of the cause, specifying the time in which it will comply with the obligation(s) suspended due to the same.

 

13 – TERMINATION OF THE CONTRACT.

13.1. In the event of non-fulfilment by the Client of any of the obligations for which it is responsible, in particular if it partially or totally fails to pay TORMETAL’s invoices, TORMETAL may, after giving three days’ prior written notice, demand fulfilment of the contract and full payment of the sums owed, plus the agreed interest for late payment, bank and administrative expenses accrued, or terminate the contract as of right by requesting the return of the goods with the transport costs to be paid by the Client, together with all damages caused, and compensation equal to 10% of the total price of the unpaid orders, which is expressly agreed as a penalty clause.

13.2. The Client shall also be entitled to terminate the contract in the event of non-fulfilment by TORMETAL of the contractually assumed obligations.

 

14 – LIMITATION OF LIABILITY.

14.1. The liability of TORMETAL, its agents, employees, subcontractors and suppliers for claims arising out of the performance or non-performance of its contractual obligations shall not exceed, in the aggregate, the basic contractual price and shall not include, in any event, damages arising from loss of profits, loss of revenue, production or use, capital costs, downtime costs, delays and claims of Buyer’s customers, substitute energy costs, loss of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any kind.

14.2. The limitation of liability contained in this clause shall prevail over any other limitation contained in any other contractual document which is contradictory or inconsistent with this clause, unless such provision further restricts TORMETAL’s liability.

14.3. In the event that the products manufactured by TORMETAL have been made on the basis of designs, plans or specifications indicated by the Client, TORMETAL shall not be held responsible if said products are not approved or do not fulfil the function or use intended by the Client.

14.4. In any case, TORMETAL shall not be responsible for nor guarantee the electrical material required by the product requested by the Client.

 

15 – INTELLECTUAL AND INDUSTRIAL PROPERTY.

15.1. All designs, plans, sketches, ideas, drawings, software, data and any other files that may constitute the object of the order are the exclusive property of TORMETAL, expressly reserving its intellectual and industrial property rights. Consequently, the Client may not use or dispose of them or make them accessible to third parties without the prior written consent of TORMETAL.

 

16 – APPLICABLE LAW, JURISDICTION AND VENUE.

16.1. These General Conditions shall be governed by Spanish law.

16.2. Any dispute that may arise from the application or interpretation of these Conditions shall be submitted to the jurisdiction of the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may be applicable.