Terms and Conditions
1.1 Definitions of Terms and Conditions (hereinafter GCS)
Sales order [SC]: It formalizes the agreement between DPRC and Buyer,
Seller: The company DPRC or any of the companies of the group linked
Buyer: The natural or legal person who negotiates with DPRC the conditions of the purchase agreement with respect to goods or services agreed that becomes a customer to the signing of the agreement of sale
Force Majeure: those extraordinary circumstances outside the reasonable control of the company and its extraordinariness are difficult to predict and that may limit the normal development of the operations of the company. In general it will be an extraordinary event that breaks from the outside, unpredictable, and not have been avoided even using the greatest care.”
1.2. These GCS apply to all sales orders and subsequent agreements to the sales order that will affect the purchase of materials or services agreed
1.3. The CGV prevail over the general conditions that the buyer share, if any.
1.4. The inapplicability of one or more conditions does not cancel or nullify or invalidate the other conditions agreed
2. Sales Order (hereinafter SC)2.1. Quotes previous estimates of prices, conditions or amounts shall be invalid after the signing of the SC or, failing that, confirmation electronically by the Client.”
2.2. If for any reason, the SC had not been confirmed by signature or telematic confirmation shall acquire full validity upon delivery of the merchandise or provision of service by DPRC, constituting the signing of the delivery of the goods, proof enough of the SC.
2.3. Any subsequent modification of the SC, once approved by the customer, shall be agreed in writing from a specific date. These amendments, if any, will be added to the SC. Change any provision of the SC, as INCOTERM, delivery address, etc. They will be approved by both parties, with the exception of Force Majeure, which may be modified by DPRC prior written notice.
2.4. DPRC agrees that the material delivered is requested by the customer according to the technical specifications required and within the agreed margins.
3. Delivery of goods
3.1. In general, unless specified otherwise in the SC, delivery will take place at the factory (ex works) according to the latest update of the International Chamber of Commerce [www.iccwbo.org] on Incoterms. That is, the seller makes the goods available to the buyer, either on the premises of the seller or at another designated place. The seller does not need to load the goods on any vehicle loading or authorize export. Therefore, the buyer will assume the risks of damage to goods during transportation and must properly insure against such risks on their own, taking responsibility for the documentation of the order, charges, discharges, losses, thefts or any incident that happens, once delivered goods ex-works.
3.2. Given the special conditions of transportation of the merchandise under this contract, the delivery time indicated by DPRC is for reference only and subject to the terms of the timing of the SC, committing DPRC to make every effort with logistical intermediaries responsible for the transportation of goods (shippers, customs brokers, insurance, shipping, etc.) to achieve due diligence commitment to delivery dates. If for any reason attributable to logistics operators, the delivery time was exceeded, Buyer shall not be entitled to any compensation or to terminate the SC
3.3. DPRC may make partial deliveries if conditions require transport, telematic being sufficient prior statement to the client to do so. DPRC may also check each part delivery, from the day of delivery with the corresponding bill.
3.4. If the Customer does not take possession of the goods in a timely manner, once communicated this option, it is considered breach of the contract by the customer, provided that there has been no prior written notice of this fact and reasonable justification accepted by DPRC.
In this case, DPRC shall be entitled to store the goods at your own risk, affecting the costs incurred by the Customer. Customer will be responsible for any debt motivated by the delay in receipt of the goods, 24 hours after the express communication from DPRC the option to withdraw and DPRC may exercise the right to charge penalty interest for each day Keep the client without removing the goods, according to the legal default interest for commercial operations, published biannually by the Bank of Spain [www.bde.es]”
4.1. At the time of delivery of the goods, the Customer must inspect the goods and verify tonnage and state, taking 72 hours to complaints it deems appropriate to be served by DPRC immediately. While no claims will be addressed that are not specified in the SC”
4.2. In the case of hidden defects, the Customer shall notify immediately DPRC defects discovered, attaching graphics support and description with the maximum possible detail for possible further claim to the manufacturer. In any event, you have one month from the date of delivery to make the claim for hidden defects.
4.3. Once passed the month of hidden defects, clause 4.2 will expire the possibility of the customer to make a claim
4.4. If there is any defect in the material delivered by DPRC to the customer, and it wishes to withdraw its facilities, according to the provisions of clauses 4.2. and 4.3 DPRC agree to remove the goods as soon as possible.
4.5. usual tolerances shall apply to the sector for quantities, weights and measures. The quantity and weight of any delivery of goods as recorded by DPRC and ticket and informed by weighing the carrier, at the time of dispatch from the place of loading shall be conclusive evidence of the weight received by Customer
4.6. DPRC not liable for the damage caused by the material sold in the productive processes of the customer, either by quality or composition of the material, either by use or misuse. In any case, you agree expressly exempting DPRC from any claims that may arise from the processes of production, transformation of the material sold by DPRC
5. Prices, Payment and transfer of ownership
5.1. The currency of the sale transaction will be indicated in the SC, in case not specified, is understood to be in euros.
5.2. The price specified in the SC will be taken, in all cases, without corresponding taxes shall apply on the invoice sent to the customer, after delivery of the goods.
5.3. Should DPRC and the Customer sign a supply agreement involving more than one SC in a period longer than 90 days, DPRC reserves the right to pass on to the customer the price increases that are the direct result of atypical variations of the market, such as currency fluctuations, significant increase in the labor costs of shipping, customs agents or carriers, tariffs or changes in indirect taxes, fuel or raw materials increased. DPRC notify the customer in writing the price change, documenting the modification.
5.4. The payment date of the material or service is specified in the SC, and in any case on the bill. Customer agrees to make the payment on the date agreed to mediate without any right to suspend the payment obligation to DPRC
5.5. If the Customer is in default of the payment date, subject to the possibility of contract termination by DPRC under the corresponding provision of these CGV, Customer satisfy DPRC a nominal interest two percentage points to the interest -type effect at the time of payment, on the amounts due for all items [you can see the legal interest of the money in Spain https://clientebancario.bde.es/]
5.6. The ownership of the goods is not completely transferred to the customer until it has not paid all the debts arising from the transaction of the SC. Customer expressly agrees to return the goods, if required by DPRC within a week if payment has not been made in a timely manner
6. Force Mayor
6.1. If DPRC not fulfill its contractual obligations due to Force Majeure, the Customer may terminate the agreement SC, although DPRC may bill for services performed until the time of communication of the resolution of the agreement.
7. Regulation Reach
7.1. DPRC is in compliance or is in the process of complying with the latest regulations REACH, although not responsible for possible changes you can make the ECHA and affecting the material object of sale”
8.1. DPRC responsibility to the customer is limited exclusively to the insured amount of the goods by the insurance agent under the liability insurance contracted by DPRC.
8.2. Any liability of DPRC is explicitly excluded from liability arising from fraud or willful misconduct.
8.3. DPRC will be responsible for the possible direct loss, although it will not be for any indirect damage, such as consequential damages, damages due to delays and loss of profits or business.
9. Termination or suspension of the agreement
9.1. DPRC may suspend or terminate the agreement if Customer breach any of its obligations subject to this Agreement without DPRC is obliged to pay any compensation to the Customer and without prejudice to other possible claims. Communication suspension or termination must be in writing.
9.2. If the Customer becomes insolvent, or change the ownership of the property of your company, DPRC entitled to dissolve and terminate the Agreement with immediate effect without any prior notification of default or without judicial intervention required without prejudice to any other rights.
10. Applicable Jurisdiction
10.1. The SC and any subsequent agreement shall be submitted exclusively to the Spanish legislation
10.2. Any dispute or litigation that may arise from the SC, will be processed and settled exclusively by the competent court of Madrid- Spain.