General conditions of sale
All deliveries and related services are carried out exclusively on the basis of these General Conditions of Sale. The application of the Buyer’s purchase conditions is expressly excluded. These General Conditions of Sale are also valid for all future sales. Variations of these conditions of sale require the express written acceptance of Química Internacional, S.L. (Hereinafter “QIN”).
2. Offer and acceptance
QIN’s offers are not binding, but are intended as an invitation to Buyer to make a binding purchase offer to QIN. The contract is concluded by the Buyer’s order and QIN’s acceptance. In the event that it differs from the order, it will be considered as a new offer without commitment from QIN.
3. Product quality, samples and tests, guarantees
3.1. Unless otherwise agreed, product quality is determined solely on the basis of product specifications provided by QIN.
The uses identified in the European Regulation of Chemical Substances (REACH) that concern the goods will not constitute an agreement on the corresponding contractual quality of the goods or the use indicated under this contract.
3.2. The properties of the samples and tests provided are only binding if they have been expressly determined as natural qualities of the merchandise.
3.3. References to the nature and expiration, and other data on the merchandise will only constitute guarantees when they have been agreed and designated as such.
If providing advisory services, QIN will do so in its best judgment. The data and information on the suitability and application of the products do not exempt the Buyer from carrying out their own controls and tests.
If in the period between the conclusion of the contract and the delivery, QIN modifies the prices or, in general, the payment conditions of the products to be delivered, QIN will have the right to apply the prices or payment conditions in force on the day of the delivery. delivery. In the event of a price increase, the Buyer may withdraw from the contract within 14 days from the communication of the price increase.
The delivery will be made subject to the commercial conditions stipulated in each contract, for whose interpretation the INCOTERMS will apply in the version that is in force at the time of signing the contract.
7. Transport damage
The Buyer must formulate claims for transport damage directly to the transport company, within the period specifically provided for it, and send a copy of the same to QIN. Any responsibilities, rights and obligations that, with respect to the parties, derive or occur due to the transport of the goods, will be governed by the provisions of the “International Trade Terms” (INCOTERMS) that the parties have agreed or, subsidiarily , by what is established in the current applicable legislation, especially, the Code of Commerce.
8. Observance of legal provisions
Unless otherwise stipulated for specific cases, the Buyer will be responsible for observing the legal and administrative regulations regarding import, transportation, storage and use of the merchandise.
9. Delay in payment
9.1. Failure to pay the purchase price when due constitutes a material breach of contractual obligations.
9.2. If the Buyer incurs in default, QIN will be authorized to demand the payment of default interest, that is, if the billing is done in euros, the amount of interest will be eight percentage points above the base interest rate published by the European Central Bank, in force at the time of the delay in payment. In the event that the invoicing is made in another currency, the amount of interest will be eight percentage points above the discount rate applied, at the time of the delay, by the main banking entity of the country in whose currency the payment is made. have billed.
10. Buyer`s Rights in case of claim for flaws or defects
10.1. Those vices or defects of the merchandise that can be detected through an adequate inspection of the merchandise, must be notified to QIN within four weeks following the date of receipt of the merchandise; Those internal defects discovered subsequently will be notified to QIN within fifteen days after their detection. The claim will be made in writing, specifying exactly the class and magnitude of said vices or defects.
10.2. If the merchandise suffers from vices or defects and the Buyer notifies QIN within the period established according to article 10.1, the Buyer will have the legal rights in accordance with the following:
a) QIN has the right, at its option, to remedy the defect or to supply merchandise free of defects or defects.
b) QIN reserves the right to make two attempts according to article 10.2a). If these attempts are unsuccessful or cause unreasonable inconvenience to the Buyer, the Buyer shall have the right to withdraw from the contract or to demand a reduction in the purchase price.
c) For compensation for damages, as well as compensation for expenses caused by a vice or defect, the provisions of article 11 shall apply.
10.3. The Buyer’s rights for vices or defects prescribe once the period of six months has elapsed from the delivery of the merchandise.
In the cases indicated below, instead of said one-year period, the statutory limitation periods will apply:
a) in case of liability for intent.
b) in case of maliciously concealing a vice or defect.
c) in case of claims against QIN derived from vices or defects of the merchandise, when, even having been used in the usual way foreseen, they have caused vices or defects in it.
d) In case of claims for damages arising from injuries to life, body or health arising from the culpable breach of QIN’s obligations or the willful or culpable breach of the obligations of the legal representative or QIN’s auxiliaries .
e) Claims resulting from other damages arising from the serious negligent breach of QIN’s obligations or from the intentional or serious negligent breach of the obligations of its legal representative or his assistants.
11.1. First of all, QIN is liable for damages in accordance with the provisions of the applicable regulations. In the event of breach of contractual obligations essentially due to slight negligence, QIN’s liability is limited to compensation for foreseeable typical damages; In the event of slight culpable breach of non-essential contractual obligations, QIN’s liability is excluded.
The aforementioned limitations of liability do not apply to damages resulting from injury to life, body or health.
11.2. QIN does not respond to the Buyer in the event of impossibility or delay in the execution of its supply obligations, if the impossibility or delay is due to the orderly fulfillment of legal and administrative obligations in relation to the European Regulation of Chemical Substances (REACH) that have have been imposed by the Buyer.
The buyer can only offset the QIN credits with a reciprocal credit that is not disputed or recognized by a final court ruling.
In case of well-founded doubts about the Buyer’s solvency, especially in case of late payment, QIN may, without prejudice to its corresponding rights, revoke previously granted payment deferrals, as well as condition subsequent deliveries to payment in advance. or make them conditional on the granting of other guarantees.
14. Reservation of title
14.1. Simple Domain Reservation
QIN reserves the ownership of the delivered goods in each individual case while and until the full payment of the purchase-sale price.
14.2. Extended domain reservation
QIN reserves title to the delivered goods also in the event that the Buyer has paid the price of the delivered goods, as long as and until all outstanding debts arising from the business relationship with the Buyer have been fully paid.
14.3. Domain reservation with processing clause
In the event that the Buyer processes the goods delivered by QIN, QIN will be considered the manufacturer and will directly acquire sole ownership over the new manufactured products, and its participation will be in relation to the proportion that the invoice value of the goods delivered by QIN with the invoice value of the other materials.
14.4. Reservation of Domain with merge and mix clause
If the goods delivered by QIN are combined or mixed with material owned by the Buyer, considering this the main material, it is considered agreed that the Buyer transfers to QIN the joint ownership of such main material and that its participation will be in relation to the proportion that it keeps the invoice value of the goods delivered by QIN with the invoice value (or the actual value, if the invoice value cannot be determined) of the main material. Buyer will escrow for QIN any single or joint ownership derived hereunder at no cost to QIN.
14.5. Extended domain reservation with general transfer
The Buyer shall have free disposal of the goods owned by QIN in the course of its ordinary commercial activity, provided that the Buyer punctually fulfills its obligations in its commercial relationship with QIN. At the time of conclusion of the purchase-sale contract, the Buyer assigns to QIN all credit rights related to the sale of merchandise in which QIN reserves the domain; if QIN has acquired the joint domain in the case of processing, combination or mixing, such assignment to QIN will be carried out in relation to the proportion that the invoice value of the goods delivered by QIN with reservation of domain keeps with the value of the goods of third parties with retention of title. Buyer hereby assigns to QIN any future credit rights on confirmed balances of current account agreements, up to the amount of QIN’s outstanding credits at the conclusion of the purchase-sale agreement with QIN.
14.6. Right of Access/Disclosure
At QIN’s request, the Buyer will provide all necessary information about the inventory of goods owned by QIN and about the credit rights assigned to QIN. In addition, at QIN’s request, Buyer will indicate QIN’s ownership of the goods on the packaging and notify its customers of the assignment of credit rights to QIN.
14.7. Delay in payment
In the event of late payment by the Buyer, QIN shall have the right, without terminating the purchase-sale contract and without granting a grace period, to require provisional delivery of the goods owned by QIN, at the Buyer’s expense.
14.8. Partial Waiver Clause
If the value of the guarantees exceeds QIN’s credit claims by more than 15%, QIN waives these guarantees by this percentage.
15. Force majeure
Provided that any incident or circumstance the prevention of which is beyond the control of QIN (for example, natural phenomena, war, labor disputes, shortages of raw materials and energy, disruptions in traffic or production, damage by fire or explosion, provisions of the authorities) reduce the availability of the goods at the plants where QIN receives the goods, in such a way that QIN cannot fulfill its obligations under this contract (taking into account, on a pro rata basis, other internal and external supply obligations) ( i) QIN will be released from its contractual obligations in proportion to the extent of the consequences of such incident and for the duration of the incident and (ii) will have no obligation to procure merchandise from other sources. The first phase will also apply in the event that as a result of said incidents or circumstances the execution of the contract ceases to be profitable for QIN for a reasonable time, or when such incidents affect QIN’s suppliers. If these circumstances last more than three months, QIN may unilaterally terminate the contract.
16. Place of payment
Regardless of the place of delivery of the merchandise or documentation, the place of fulfillment of the payment obligation will be the main domicile of QIN.
The notifications and other communications that one party transmits to the other will take effect from the moment they are received by the receiving party. Whenever a deadline must be observed, the notification must reach the receiving party within this deadline.
18. Competent jurisdiction
The competent court is that of QIN’s principal place of residence or, at QIN’s option, that of Buyer’s principal place of residence.
19. Applicable regulations
The laws applicable to the contract will be those in force at the domicile of QIN, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) regardless of whether the Buyer has its domiciled in a CISG state or not.
20. Language of the contract
In the event that the Buyer receives the General Conditions of Sale both in the language in which the contract is drawn up (“contract language”) and in another language, this will only be for the purpose of facilitating its understanding, being the only valid version the one written in the same language of the contract.