GENERAL SALES CONDITIONS IN FORCE FROM 16 FEBRUARY 2021
V2 – 2021.02.16
All orders and sales will be governed by the terms set out in the contract/purchase order, irrespective of the manner in which it (hereinafter, the “contract”) is entered into by GESTORA CATALANA DE RESIDUOS, S.L.U. (hereinafter, “GCR”) and the purchasing party (hereinafter, the “Buyer”). Any application of the Buyer’s terms and conditions for purchase is expressly excluded. In the absence of any additional written agreements, only the conditions stated below in this instrument will apply.
1. The goods (or product) specified in the order confirmation and/or invoice will be delivered according to the conditions stated therein, in good condition and duly documented. The conditions of the agreed Incoterm (International Chamber of Commerce) will be applicable; in the absence of an agreement on the Incoterm to be used, the Buyer will assume the risk and expense for the goods (or product) upon delivery to the designated point or from the time they are made available to the Buyer. The advance payment of transport or freight charges by GCR or the Buyer, or as specified in other agreements, will not result in any modification of these conditions, unless expressly agreed. GCR will not be liable for any damage, loss or harm resulting from the handling or use of the goods after the agreed delivery or provision (putted at disposal) has been made.
2. To the extent permitted by law, GCR will retain full ownership of products sold that have not been handled or processed until paid for by Buyer in full. Unless otherwise agreed to by GCR, the Buyer may not, on its own behalf and/or with or through a third party, process or handle such products. If applicable law does not permit the retention of ownership but allows the Seller to retain other rights to products, GCR will be entitled to exercise any such rights.
The Buyer authorises GCR to have its right of retention of ownership noted or recorded until payment, either in a public register, elsewhere or on the product itself. The Buyer further agrees to safely store the product to protect it from loss or damage as well as from third party claims until the purchase price has been paid in full. Until this price has been paid, the Buyer will be obliged to inform third parties, in particular government authorities and/or the courts, that the owner is GCR.
The goods sold must be paid for at the location and in the amounts stated on the order confirmation and/or invoice. Payments for partial deliveries must be made at the times the product is delivered or as specified in the order confirmation and/or invoice.
3. When GCR must pay freight charges, it reserves the right to designate the means of transport, the type of transport and the delivery route. If the Buyer wishes for the means or type transport to be different than that provided by GCR and it is more expensive, the Buyer must pay GCR the entire differential cost.
4. The weight, volume, dimensions and weights stated in the GCR documents will be considered as correct unless proven otherwise.
5. Goods purchased from GCR must always be stored in a sheltered, dry area and, in general, according to GCR’s specifications. The Buyer must examine and carry out the necessary tests and inspections upon receipt of the goods and before they are modified in any way with respect to their original state. The Buyer must also follow GCR’s instructions regarding the handling of and care for the product. The Buyer will be responsible for the observance of legal and administrative regulations concerning the import, transport, storage and use of the goods. The Buyer expressly waives any claim, for whatever reason or cause, if any of the goods have been handled, manufactured, processed or modified in any way, except for the quantities of material normally and usually required for the usual testing of such goods. The responsibility for determining whether the goods are suitable for the uses that the Buyer and/or its customer/s will or wish to make of them lies exclusively with the Buyer, as it has knowledge of the specifications that its final product must meet. GCR will be free of any liability in this respect, and the Buyer expressly agrees that it may not hold GCR liable for the marketability or use of the purchased goods. The responsibility in this respect lies exclusively with the Buyer and/or, if appropriate, its customer(s). The data and information regarding the suitability and applicability of the goods do not exempt the Buyer from carrying out its own checks and tests and do not imply any liability on the part of GCR. The Buyer expressly waives any claims not submitted in writing within 30 days from the date the goods are delivered or made available. In the absence of such notification, deliveries will be deemed as having been accepted by the Buyer.
6.1 GCR does not accept or grant any express or implied warranties not specifically acknowledged herein.
6.2 GCR warrants that, upon delivery, the products sold to the Buyer will (i) comply with GCR’s current specifications for such products; (ii) be manufactured, packaged and labelled in accordance with the regulation in force; (iii) be free from any charges or encumbrance
6.3 GCR makes no warranty in regards to the performance of the products delivered or their merchantability or suitability for a particular purpose. The express warranties stated in these terms and conditions are the only warranties that GCR will provide. The Buyer is responsible for conducting appropriate tests to determine the suitability of the products for the purposes, uses or objectives intended by the Buyer and/or its customers and/or the processing conditions.
6.4 If the products do not comply with the requirements set out in clause 6.2, and provided that the Buyer duly notifies GCR of such non-compliance in accordance with this clause and GCR is found to be correct, GCR must, at its option, replace the non-conforming products with conforming products or refund the price of the non-conforming products. If the Buyer sustains proven direct damage caused solely by such non-conformity and GCR is at fault, GCR will, within the limits stipulated in clauses 6.5 and 6.6, be obliged to compensate the Buyer for such damage, subject to the maximum limit of the amount actually paid by the Buyer for the purchase of the product which does not meet the conditions of clause 6.2.
6.5 Under no circumstances will GCR, its group companies or the auxiliary personnel, employees and/or directors of any of them be liable to the Buyer, its subsidiaries, auxiliary personnel, employees and directors for any indirect, incidental or consequential damages including, but not limited to, loss of profit, opportunity, income, production or use, financial or capital costs, downtime costs, delays and claims of customers of the Buyer, costs of replacement energy, loss of anticipated savings, increased costs, financial damage or claims of customers of the Buyer for such damages, whether as a result of breach of contract, breach of representations and warranties, or otherwise.
6.6 Irrespective of the reason or cause, no claim brought by the Buyer may be greater than, nor will GCR be in any way liable for, an amount in excess of that actually paid by the Buyer for the purchase of the product(s) that do not comply with the provisions of clause 6.2
7. If in the opinion of the Buyer the goods or a portion of them do not meet the agreed conditions, the Buyer must provide a written account of the deficiencies found. Goods may not be returned to GCR without GCR’s prior written permission. GCR will always have the right to examine the goods and to compare and verify them with its own samples.
8. The acquisition of equipment or products subject to patents does not confer on the Buyer any rights, expressed or implied, that are not duly specified.
9. The valid terms of payment are those stated in the order confirmation and/or on the invoice unless a change in these terms has been accepted in writing by GCR. Failure to pay the invoice by its due date constitutes a substantial breach of contractual obligations. If the Buyer falls into arrears, GCR will be entitled to demand payment of 5% interest on arrears. Any failure of the Buyer to comply with this condition or any justified doubt concerning the Buyer’s financial solvency will entitle GCR to cancel future deliveries.
10. Taxes, duties or charges of any kind – whether for production, storage, sale, transport or consumption units that GCR would have paid as a result of the goods specified in the order confirmation and/or in the invoice – must be borne by the Buyer unless an exemption from such payment is duly justified or both parties have agreed to the contrary in writing.
11. No liability will exist for the following: delay or non-delivery of the goods specified in the order confirmation due to any duly justified cause (including but not limited to labour problems, transport problems or strike; difficulties in carrying out the transport in an ordinary manner due to causes beyond GCR’s control; epidemics, natural or other disasters, riots, difficulty or impossibility of obtaining materials, equipment or transport and/or court order) and/or force majeure beyond the control of or that the contracting parties are unable to remedy. Pursuant to this condition, a specific order concerning the goods affected by the delay may be cancelled on the grounds of the aforementioned conditions in the event of a delay of more than 60 days, but all other commitments made will remain in force. If the stock of goods for sale as specified in the order confirmation is limited for the aforementioned reasons, GCR reserves the right to make use of the available stock in the proportions it considers fair and just.
12. The date appearing on the order confirmation and/or invoice is presumed to be the date on which the order was sent by post or e-mail.
13. The obligations that GCR acquires by means of this instrument are limited entirely to the terms and conditions stated herein and, where applicable, in the order confirmation and/or the invoice. Expressly excluded are (i) any industrial or commercial use or custom; (ii) the terms and conditions stated in the Buyer’s order or its own conditions (general or specific), which may not coincide with the conditions specified herein. Any changes or additions to the conditions affecting this instrument will have no effect unless previously accepted in writing by the Buyer and GCR.
14. Only the receipts of bank transfers to GCR or other means specified on the invoice itself will be recognised as evidence of payment of invoices issued by GCR.
15. The Buyer may not use the packaging that displays the brand name of supplied products for any other purpose that does not entail their destruction. The Buyer will be responsible for providing the disposal destination that the laws of its country stipulate for the environmental management of the packaging in which goods are sent.
16. Notifications and other communications sent between the parties will have full legal effect from the time that they are received by the addressees, with the Buyer’s address for the same being that stated on its order. The Buyer must provide an e-mail address, which it undertakes to maintain operational, and which must always be understood to be valid for the purposes of notification, including notification in the event of dispute or litigation.
17. The parties expressly submit to Spanish law, with the express exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
In the event of a dispute between the parties that they are unable to resolve amicably, they submit to the jurisdiction of the Courts of Barcelona (Spain), expressly waiving their own jurisdiction if it is different.
18. If the Buyer receives the General Conditions of Sale in both Spanish and English, this will only be for the purpose of facilitating their understanding. In the event of a language discrepancy, the English version will always prevail.
V2 – 2021.02.16