General Sales Terms

These terms are applicable to all purchase orders made to Smilics Technologies, S.L.© from now on the Seller.

1. Overview

1.1. The Buyer accepts all and each one of the clauses of these Terms, except those ones that might be modified by an agreement in written with the Seller.

1.2.Validity of our offers will expire in 3 months, unless otherwise specified.

1.3. Orders made by the Buyer and received by the Seller cannot be cancelled, unless agreed by the parties in written.

1.4. Technical data included or attached (like drawings, catalogues, …), in our offers are approximate. All technical information is property of the Seller, being prohibited its reproduction, copy or its submittal to third parties without prior written consent from the Seller.

1.5. Any obligation from the Seller derived from the commercial relationship, even those agreed against or additionally to these Terms, will be considered prescribed after 12 months from delivery of goods in case the Buyer has not exercised its rights during such time.

2. Price

2.1. Price being offered should always be considered EXW Exworks (INCOTERMS) with standard packing included, unless otherwise stated in the written offer by the Seller.

2.2. Validity of our offers is the one stated in clause 1.2, after which prices can be reviewed if costs change.

2.3. The Buyer is solely responsible for the collection, remittance, and payments of any or all taxes, charges, levies, assessments imposed by governmental or other authority in the Territory in respect of the purchase order, transfer of the property, possession of the goods and use of the same.

2.4. Prices detailed on the Seller’s offer are “Net prices excluding VAT”.

3. Delivery

3.1. With the notice of availability of goods from the Seller to the Buyer, delivery will be considered as completed. Once delivery is made, either partially or totally, property of the delivered goods, as well as its risks of loss or damage, are transferred to the Buyer. Unless otherwise stated by the Seller, it will be allowed to make anticipated deliveries to the agreed delivery time as well as partial deliveries. The notice of availability or a partial delivery, implies acceptance by the Buyer of the corresponding Invoice.

3.2. Agreed delivery time will start to count upon the Seller’s acknowledge receipt of the purchase order, including all technical and commercial conditions agreed. In case, there is required an advance payment with the acknowledge receipt of the Purchase Order, delivery time will not start to count until the Seller acknowledges payment receipt in his account.

3.3. Delivery time will be increased, without any responsibility for the Seller, for the same time lost in a force majeure event, understanding as such all events that are not predictable or that even being predictable they are unavoidable, as well as any circumstance not within the Seller’s reasonable control including, without limitation: delays or rejection of components, materials or official documents, or impossibility to get human labour resources or transport. This increasement of the delivery time can happen even after there have been delays, in the same order, for other reasons.

3.4. The Seller has the right to delay the delivery or increase the agreed delivery time, in case that in the agreed date, the Buyer has not completed advanced payments or partial payments agreed, as well as by changes on the product characteristics required by the Buyer, after having sent the Purchase Order.

3.5. If delivery cannot be made due to causes like the ones reflected in point 3.1, the Seller can put the goods in a deposit or warehouse after 15 days from the notice of availability. In this case, it will be considered as complied the obligations of the Seller and the property and risk that are indicated in point 3.1 will be transferred to the Buyer. At the same time, the Buyer will be bound to assume the costs of that deposit or warehouse.

3.6. In case of having accepted in written by the Seller any penalty for delays in the delivery of the goods, it cannot be claimed by the Buyer if he cannot demonstrate irrefutably having suffered real prejudice.

4. Payment and Property Reserve

4.1. Payments will be made for the stipulated price and date agreed in written. In case of postponing or delaying payment, the Seller reserves the right to claim for interests for late payment.

4.2. If the total price of the supply is not totally paid when delivering the goods, the sale will be understood as made with domain/property reserve and such reserve of the property of the goods will remain until there is no pending amount.

4.3 Payment terms to be confirmed by COFACE risk coverage upon receipt of the firm purchase order.

5. Packaging, Transport and Insurance

5.1. Special packaging different from the standard one, transport and insurance are not included in the Seller’s price unless otherwise stated in the written offer made by the Seller.

6. Warranty

6.1. It will be applicable what has been defined on the Seller’s Product warranty terms in ANNEX II.

7. Technical and Commercial Documentation

7.1. Any technical document (manuals, datasheets, drawings, …) or commercial document (offer, conditions, …) provided by the Seller should be treated by the Buyer as confidential information, being prohibited its reproduction, copy or its submittal to third parties without prior written consent from the Seller.

8. Limitation of Liability

8.1. Seller’s liabilities including its subcontracted companies, for any contractual claim or extra-contractual claim derived from this contract, will be limited to the Price of the product, service or component that was the origin of the claim.

9. Governing Law – Jurisdiction

9.1. These Terms and all actions and settlements arising from them, as well as the rights and obligations of the parties, shall be administered and construed in accordance with Spanish laws.

9.2. Any dispute between the parties arising out of these Terms shall be resolved without recourse to the courts and according to the Arbitration Rules of the Arbitration Centre of the Chamber of Commerce of Barcelona by one or more arbitrators appointed in accordance with such rules. The place of arbitration shall be Barcelona (Spain) and the language of arbitration shall be Spanish.

10. Validity

10.1. These General Sales Terms are applicable for all those points where there is not a contrary written agreement. Any Buyer’s conditions which might be in contradiction with these General Sales Terms, will only be valid, if the Seller has accepted them in written.