General Terms of Sale

Scope and precedence

These general terms of sale (the “Terms”) apply to every quotation, order confirmation, sale of goods and supply of technical services (the “services”) under the Sumitec name by the seller identified in the quotation or order confirmation (“we”, “us”), to its customers (the “Customer”).

We sell only to businesses and professionals acting for purposes related to their trade, business or profession. We do not sell to consumers. By placing an order, the Customer confirms that it is not acting as a consumer.

If documents conflict, they apply in this order: a specific written agreement signed by both parties, our order confirmation, our quotation and these Terms. The Customer’s own terms of purchase do not apply, even if an order refers to them, unless we accept them in writing.

The version of these Terms that applies to an order is the one in force when we confirm the order.

Quotations

Quotations are prepared from the information the Customer provides and are valid for the period stated in each quotation. Unless a quotation states that it is a firm offer, it is an invitation to place an order. The information on our website and in our other materials is not an offer.

Quotations and orders are subject to the checks described in Export control and sanctions.

Orders and acceptance

Orders must be placed in writing, including by e-mail, and should refer to our quotation. A contract is formed when we send our written order confirmation or, if earlier, when we deliver the goods or start the services. We may decline an order.

Once an order is confirmed, any change or cancellation requires our written agreement. Where we agree to it, we may charge the costs already incurred, in particular for goods made or adapted to the Customer’s specifications.

Prices and taxes

Prices are those stated in the quotation or order confirmation, in the currency stated there. Unless stated otherwise, they do not include VAT or other taxes, duties or charges, which are added as applicable. The costs of transport, insurance, export and import formalities and duties are borne by each party as provided by the agreed Incoterms® rule.

Delivery

Goods are delivered under the Incoterms® 2020 rule, and at the named place, stated in the quotation or order confirmation. Delivery dates are estimates unless the order confirmation states that they are binding. We may make partial deliveries unless the Customer has excluded them in its order.

The Customer must take delivery when the goods are made available, and must provide in good time the documents and information needed for transport, export and import. If the Customer fails to take delivery, we may store the goods at its risk and expense.

Transfer of risk

The risk of loss of or damage to the goods passes to the Customer as provided by the agreed Incoterms® 2020 rule. If the Customer delays taking delivery, the risk passes when the goods are made available to it.

Retention of title

The goods remain our property until we have received payment in full of their price and of all related amounts, as provided for in Article 10 of Spanish Law 3/2004 of December 29, establishing measures to combat late payment in commercial transactions. Until then, the Customer must store the goods so that they can be identified as ours, keep them insured, and not pledge them or grant any security interest over them. Where the law of the place where the goods are located requires formalities for this retention of title to be effective, the Customer will cooperate in completing them.

Payment

Payment is due on the terms stated in the quotation, order confirmation or invoice, in the currency stated, without any deduction or set-off unless agreed in writing. We may make the acceptance or shipment of an order conditional on advance payment, a documentary letter of credit or other security.

Late payment

If the Customer does not pay on time, it owes, without the need for a reminder, interest for late payment and compensation for recovery costs as provided by Spanish Law 3/2004 of December 29, establishing measures to combat late payment in commercial transactions. We may also suspend deliveries and services under any contract with the Customer until all overdue amounts have been paid.

Inspection and claims

The Customer must inspect the goods on delivery. Visible damage, missing items or other discrepancies must be noted on the transport document and notified to us in writing within a reasonable period after delivery. Defects that could not be detected on inspection must be notified in writing within a reasonable period after they are discovered. In all cases, notice must be given within the periods provided for by applicable law.

Each claim must describe the problem and, where possible, include photographs, the delivery note or invoice number, and the batch or serial numbers. The goods concerned must be kept available for our inspection and may be returned only with our prior agreement.

Warranty

Goods are covered by the warranty stated for each product in the quotation or order confirmation and by any warranty their manufacturer gives, which we pass on to the Customer. Where no warranty is stated, the warranty provided by applicable law applies.

Under the warranty, we will, at our option, repair or replace defective goods or, if neither is possible within a reasonable time, credit or refund the price of the defective goods. Items sent to us for inspection or repair require our prior return authorization and must be sent as it instructs. If an inspection shows that a fault is not covered by the warranty, we will tell the Customer before doing any chargeable work.

The warranty does not cover normal wear and tear, wear parts or consumables, or damage caused by use, installation, storage or maintenance contrary to our or the manufacturer’s instructions, by unsuitable strapping or accessories, by repairs or modifications made without our agreement, or by external causes such as accidents or power surges.

We perform technical services with due care and skill. If a service does not conform to the contract and the Customer notifies us in writing within a reasonable period after it is completed, we will perform it again at no extra cost. If re-performance fails or is not possible, the Customer is entitled to a reasonable reduction of the price of that service.

These are the Customer’s remedies for defects in goods and services, without prejudice to Limitation of liability and to mandatory law.

Technical services

Technical services, such as installation and commissioning, preventive maintenance, repairs and remote support, are performed as described in the quotation or order confirmation. For work at its premises, the Customer must:

give our service personnel safe access to the equipment at the agreed time;
inform them of the site’s safety rules and of any specific risks;
provide the utilities, lifting equipment and assistance agreed in the quotation;
make sure that the equipment can be safely isolated before work starts.

Our service personnel follow the site’s safety rules and their own safety procedures, and they may stop work when conditions are not safe. Waiting time or additional visits caused by the Customer may be charged as stated in the quotation.

Limitation of liability

We are not liable for indirect or consequential loss, including loss of production, profit, revenue, business or goodwill, downtime or third-party claims. Our total liability arising out of or in connection with each order, whether contractual, non-contractual or otherwise, is limited to the price of the goods or services that gave rise to the claim.

These limitations do not apply to liability for willful misconduct or gross negligence, for death or personal injury, or to any liability that cannot be limited or excluded under applicable law, including product liability law.

Export control and sanctions

Goods, technology and services supplied by us may be subject to the export-control and sanctions laws of the European Union, Spain and other countries, including those of the United States where they apply. The Customer:

warrants that the information it gives us on the end user, end use and final destination of the goods is complete and accurate, and will provide end-use statements and any other information we request;
will not use, sell, export, re-export or transfer the goods in breach of those laws, or for any end use they prohibit, including uses related to weapons of mass destruction;
where EU law requires it, including Article 12g of Council Regulation (EU) No 833/2014 and Article 8g of Council Regulation (EC) No 765/2006, will not sell, export or re-export the goods, directly or indirectly, to the Russian Federation or Belarus or for use there;
will pass these obligations on to anyone to whom it transfers the goods.

We may refuse, suspend or cancel any quotation, order, delivery or service, without liability, if performing it would or could breach those laws, if a required license is not granted, if the Customer does not provide the information we request, or if our checks raise concerns that cannot be resolved. Delivery dates are subject to the grant of any license required. A breach of this section by the Customer is a material breach that entitles us to terminate the contract and to claim damages.

Force majeure

Neither party is liable for a failure or delay in performing its obligations, other than payment obligations, caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, sanctions or embargoes, acts of authorities, industrial action, failures of suppliers or carriers, shortages of materials or energy, or cyberattacks. The affected party must notify the other promptly and take reasonable steps to limit the effects. Performance is suspended while the event lasts. If it lasts so long that performance is no longer reasonably useful, either party may terminate the affected order by written notice without liability, and any amount paid in advance for goods or services not supplied will be refunded.

Confidentiality

Each party will keep confidential, and use only for the purposes of the contract, any non-public commercial or technical information received from the other party, such as prices, quotations, drawings and technical documentation. This does not apply to information that is or becomes public without a breach of this obligation, or that must be disclosed by law or by order of an authority. This obligation continues after the contract ends.

Data protection

Each party processes the personal data of the other party’s contact persons in accordance with applicable data protection law. Our processing is described in our Privacy Policy.

Change of seller

If the company that sells under the Sumitec name changes, these Terms will be updated to identify the new seller. Orders confirmed before the update remain governed by the Terms in force when they were confirmed.

Governing law and jurisdiction

These Terms and every contract to which they apply are governed by Spanish law, excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of our registered office have jurisdiction over any dispute, although we may also bring proceedings before the courts of the Customer’s domicile.

General provisions

If any provision of these Terms is held invalid, the remaining provisions stay in force. A failure or delay in exercising a right is not a waiver of it. The Customer may not assign its rights or obligations without our prior written consent. These Terms are written in English; if they are translated, the English version prevails.