Conditions générales de vente

Exlabesa Extrusion Padron, S.L. NIF B70056957 Address Pol In. F. Quintá s/n, 15980, Padrón (A Coruña)- España.

1. Purpose and scope.
1.1. These General Sales Conditions (hereinafter “CONDITIONS”) shall regulate any contractual relationship entered into between EXLABESA EXTRUSION PADRON, S.L. or EXLABESA BUILDING SYSTEMS S.A.U. (hereinafter “EXLABESA”) and any natural or legal person (hereinafter the “CLIENT”) that may derive from the sale by EXLABESA of aluminium extruded products or any other materials (hereinafter “PRODUCTS”).
1.2. By ordering PRODUCTS from EXLABESA, the CLIENT accept the CONDITIONS established herein, proscribing the application of any other General Purchase Conditions inherent to the CLIENT. Any General Conditions of the CLIENT attached to a purchase order or to any other document, shall only be applicable if EXLABESA has explicitly agreed in writing, excluding the relevant points of the CONDITIONS.

2. Placement and acceptance of orders.
2.1. The CLIENT shall send EXLABESA the purchase orders in writing in the format requested by EXLABESA.
2.2. Orders shall be considered valid once they have been accepted by EXLABESA. In the case in which the CLIENT’s payment terms include prepayment, the order shall be considered valid once EXLABESA has accepted said purchase and the CLIENT has paid for the PRODUCTS.
2.3. EXLABESA maintains the right not to accept orders at their sole discretion and for any reason (non-payment of invoices by the CLIENT, insufficient solvency, etc.).
2.4. Once an order has been accepted by EXLABESA the CLIENT cannot cancel said order without EXLABESA´s written consent.

3. Delivery.
3.1. The delivery of PRODUCTS shall be carried out according to the current effective Incoterms® rules, as indicated on the order confirmation. EXLABESA may execute partial deliveries, and in this case the CLIENT must have met the corresponding partial payment obligation.
3.2. EXLABESA shall make all reasonable efforts to meet the delivery deadline indicated on the order confirmation, as long as their resources and production capacities allow it to do so. Delivery deadlines are not an essential condition for compliance. These should be considered as approximate. Delays in delivery shall not entitle to penalties or compensation and may not constitute grounds for cancellation of the Order.
3.3. The delivery of PRODUCTS for client-designed profiles, or those with minimum order quantities or special dimensions shall be undertaken within a tolerance of +/- 10% of the order quantity. 3.4. In the event that the CLIENT provides EXLABESA with additional documents such as drawings, specifications, designs, instructions and/or materials, these must be attached to the purchase order. The CLIENT shall be held responsible for the accuracy, reliability, and exactitude of such information, as well as any errors included in the documentation, exonerating EXLABESA from any liability in this regard.
3.5 EXLABESA shall have the right to suspend its obligation to fulfil the order in cases of force majeure or unforeseen circumstances that affect EXLABESA, its suppliers, or carriers. These include blockages, fires, floods, government seizures, earthquakes, wars, and a health crisis. This also includes any strikes or labour or industrial contingencies that may affect the production, machinery breakdown, the inability to obtain raw materials, any energy constraints that affect production, technical manufacturing issues or any other causes that are not imputable to EXLABESA.

4. Claims.
4.1. Upon delivery, the CLIENT must inspect the PRODUCTS in order to detect any transportation damage or missing units. Any incident must be noted on the delivery note, next to the signature, and the assigned sales representative must be informed immediately. Otherwise, the delivery shall be understood to have been accepted and compliant.
4.2. Once the PRODUCTS has been received, the CLIENT shall have a non-extendable period of FIFTEEN (15) calendar days to thoroughly inspect the product and submit a claim if the PRODUCT that was delivered differs from the one that was ordered or if there are any apparent defects. In this case, the CLIENT should only manipulate the PRODUCT to verify the absence of defects. In the case of hidden defects, the legally stipulated time limit shall apply. Once this period has elapsed, no claims regarding defects shall be admitted.
4.3. Claims must be sent to EXLABESA in writing (for Exlabesa Building Systems, SAU to the e-mail address reclamaciones@exlabesa.com covering the document « NOTIFICATION OF CLAIMS »), attaching clear and identifiable images of the defect. A copy must also be sent to the CLIENT´s assigned sales representative. The CLIENT must send samples to EXLABESA warehouse and allow EXLABESA to examine the PRODUCTS in situ, if requested.
4.4. If after EXLABESA has checked the PRODUCTS, they are found not to be defective, the CLIENT must accept the delivery and, where applicable, pay EXLABESA the cost incurred. If the claim was justified and it was received in good time, EXLABESA shall replace the damaged PRODUCTS with new ones at the contractually agreed delivery place, or repair the PRODUCT, at EXLABESA’s choice and at not cost to the CLIENTE, as the sole remedy. The replacement shall be processed as a replacement order, in which a rectified invoice corresponding the defective material will be issued.
4.5 The CLIENT may not stop or interrupt the payment of the invoices issued by EXLABESA due to the filing of claims regarding quality or products defects.

5. Packaging, labelling and quality.
5.1. EXLABESA must be informed of any errors, defects, content missing on the packaging, labelling, marking, or order documentation, and the actions to be taken to rectify must be established by mutual agreement.
5.2. The quality of the delivered PRODUCT shall meet EXLABESA´s quality specifications and controls. If additional tests are required or if the profile is to be subject to any specific standard, the CLIENT must mention this in the order, and it must be agreed upon in writing. EXLABESA disclaims any responsibility for the suitability of the PRODUCTS for a particular purpose or use intended by the CLIENT. EXLABESA guarantees that upon delivery the PRODUCTS comply with the agreed specifications, rejecting any responsibility for the suitability of the PRODUCTS for a particular purpose or use intended by the CLIENT.
5.3 The CLIENT shall carry out their own inspections and quality tests (and, if applicable, claim any defects from EXLABESA) before integrating the product into any production process or installation, placing the products on the market or selling them to a third party.
5.4. Any quality inspection of the PRODUCTS in EXLABESA factory agreed with the CLIENT, must be communicated to EXLABESA with a minimum of five (5) working days, and must be carried out during office hours and without affecting production.

6. Price and payment terms.
6.1. The PRODUCT sales prices shall be established in the offer and/or rate communicated to the CLIENT. The corresponding taxes are to be added to these prices. Unless stated otherwise, the prices are given in euros and include standard packaging costs.
6.2. Unless otherwise stipulated in the order confirmation, the CLIENT shall pay the price corresponding to each order by bank transfer within 30 calendar days from the day on which EXLABESA issues the invoice, upon shipment of the goods.
6.3. In the event of delay, or total or partial non-payment of the order amount, the legally established nominal interest rate, and fixed and collection costs, shall automatically be accrued on the unpaid amounts, and shall not be necessary for EXLABESA to notify that the deadline for payment has not been met. Furthermore, EXLABESA shall be able to suspend or cancel any outstanding deliveries until the overdue payment has been made. Any payments made shall firstly offset the amount owed for interest and then any outstanding amounts, and the oldest outstanding debts shall be paid for first rather than the most recent.
6.4. EXLABESA assures CLIENT payments with an insurance Company. If the policy is restricted or cancelled, the CLIENT´s credit coverage is reduced, the credit limit granted is exceeded, or there is non-compliance by the CLIENT with the payment terms that have been agreed upon, EXLABESA is authorised to modify, revoke or cancel the payment conditions entered into with the CLIENT for all orders that are pending delivery until the situation has been regularised. EXLABESA may, amongst other solutions, request that the CLIENT provide guarantees or change the form of payment to an advance payment for the duration of the incident. In the event of non-payment by the CLIENT, EXLABESA may assign the credit to third parties.

7. Ownership of the PRODUCTS.
7.1. EXLABESA retains full ownership of the PRODUCTS sold until the CLIENT has paid the total invoice amount, as well as any interest or other possible expenses in the event of late payment. As a consequence, until the full amount has been paid, the CLIENT shall be a mere depository of the PRODUCTS, and this shall not imply their exemption from any liability arising from the delivery and transfer of possession.
7.2. Until full payment has been made, the CLIENT is obliged not to transfer or encumber the object for sale in any way. It is understood that failure to make a payment by the stipulated deadlines, shall authorise EXLABESA to take ownership of the sold PRODUCTS and all other deadlines shall be expired. EXLABESA may enter the CLIENT´s premises for said purpose and the costs incurred shall be borne by the CLIENT.

8. Cancellations and returns.
8.1. Cancellation or return of a confirmed order shall only be possible if previously accepted by EXLABESA, and can be subject to penalties resulting from management costs (order entry, cancellation, procurement, rescheduling of production, shipping, inspection and repacking costs, etc.). Cancellation shall not be accepted once manufacturing of the order has commenced, and in that case, the order shall be invoiced in full.
8.2. Any requests to return PRODUCTS must be submitted in writing, making reference to the invoice number or the corresponding delivery note. If the return is accepted, EXLABESA shall propose a date to the CLIENT for the collection of the material and this shall depend on the transport availability. No payment shall be made until the material has been received at EXLABESA´s premises and its condition has been checked.

9. Intellectual and industrial property.
9.1. Intellectual property rights (copyright or others), industrial property rights (patents, trademarks, utility models, industrial models and drawings and any other equivalent rights) as well as all rights of a know-how or trade secret that EXLABESA holds over any die, tool or other material or object used in its activity are the exclusive property of EXLABESA. It shall not be understood that said rights or licenses have been assigned to the CLIENT by entering into a contract with EXLABESA.
9.2. The ownership of the extrusion die belongs to EXLABESA AND the CLIENT shall not be authorised to remove it from our facilities. The CLIENT accepts that the die is a manufacturing element of EXLABESA that incorporates its know-how, adapting its means and techniques of production with the dies, these techniques being considered a business secret. The CLIENT shall bear the cost of manufacturing the die, except if otherwise agreed. If EXLABESA has not received an order from the client for a die in a period of three (3) years, EXLABESA reserves the right to destroy it.
9.3. If the order was manufactured based on the CLIENT´s drawings, EXLABESA shall maintain the confidentiality of such information and the CLIENT shall be liable for the infraction of copyright, industrial property rights or any other third-party rights. The CLIENT shall hold EXLABESA harmless in the event of any infringement of the aforementioned rights.

10. Liability.
10.1. EXLABESA´s liability for any defective PRODUCT, shall only consist of the replacement or repair of said PRODUCT according to the terms set out in Clause 4.4.
10.2. The maximum liability arising from or in connection with deliveries of PRODUCTS to the CLIENT, for any reason, shall be limited to the value of the order. Under no circumstances shall EXLABESA be held liable for lost profits, indirect, incidental, special, consequential or punitive damages, including without limitation, damages for loss of profits or revenue, penalties arising from the CLIENT’s agreements with third parties, lost business opportunities or loss of goodwill.
10.2. If the CLIENT receives any claim from a third party from which EXLABESA may be liable, the CUSTOMER shall immediately notify EXLABESA of such circumstance and shall provide all the information and any reasonable assistance and collaboration for the purpose of defending against such claim, allowing EXLABESA to control and manage its own defence, if so requested. Otherwise, the CLIENT shall not be entitled to recourse against EXLABESA and shall hold EXLABESA harmless from the consequences of the claim. Likewise, the CLIENT shall exonerate and hold EXLABESA harmless for any damage is caused to its own employees or third parties as a result of the improper design, use, storage, conservation, handling, transformation, installation or placing on the market or of the PRODUCTS, also assuming the defence costs incurred by EXLABESA.
10.3. The limitations of liability set out in this clause shall not apply in cases of wilful misconduct by EXLABESA and nothing in these CONDITIONS shall limit or exclude liability which cannot be limited or excluded by law.

11. Personal data protection.
11.1. EXLABESA undertakes to comply with the applicable data protection regulations, in particular with the General Personal Data Protection Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and in Organic Law 3/2018 of 5 December on the Protection of Personal Data and the guarantee of digital rights, and any other regulations in force or which may be enacted in the future on the subject.
11.2. Any personal data provided by the CLIENT when making their orders (hereinafter the “Personal Data”), shall be processed by EXLABESA as the data controller, in order to guarantee compliance with the rights and obligations arising from the Contract. Therefore, the legal basis for the processing is the execution of the Contract entered into between the CLIENT and EXLABESA. No automated decisions shall be taken that could affect the CLIENT.
11.3. Any Personal Data provided shall be retained for as long as necessary in order to fulfil the purpose for which it was collected, and it shall subsequently be retained (although duly blocked) for the time required to comply with any legal and contractual obligations that may be required of EXLABESA.
11.4. Personal Data shall be only processed by EXLABESA and any third parties to whom the Parties are legally or contractually obliged to communicate said data to —such as third-party service providers who are entrusted with any services related to the management or performance of the contract.
11.5. The CLIENT may exercise the right to access, rectify, delete, limit processing, portability and oppose to the processing of their Personal Data by sending a written communication to marina.magan@exlabesa.com. Said communication must include their name and surname(s), the specific request, an address for notification purposes, date, signature and a photocopy of the ID card or other valid document that identifies him /her. The exercise of these rights is free of charge.

12. Applicable law and Jurisdiction.
12.1 The contractual relations between EXLABESA and the CLIENT, which are the subject of these CONDITIONS, shall be governed solely by the Spanish Law, excluding the Vienna Convention on the International Sale of Goods of 1980.
12.2. In order to resolve any litigious matters that may arise from the contractual relations that are subject to these CONDITIONS, EXLABESA and the CLIENT submit themselves to the exclusive jurisdiction of the Courts corresponding to the EXLABESA’s corporate address, expressly waiving their right to any other jurisdiction that could correspond to them. However, if the CLIENT fails to meet any payment obligations arising from these CONDITIONS, EXLABESA may alternatively choose to take legal action before the courts in the jurisdiction corresponding to the CLIENT’s corporate address.

13. Miscellaneous.
13.1 The unlawfulness, invalidity, or ineffectiveness of any of the clauses contained in these CONDITIONS shall not affect the effectiveness of the rest. Where applicable, if any provisions are deemed invalid, those that are most similar from the commercial perspective of the contract shall be applied in order to ensure that the interests of both parties are reasonably safeguarded.
13.2. If EXLABESA does not request that the CLIENT to comply with any specific obligations, it shall not be understood that they shall not make claims for other future defaults.
13.3. In the case in which the CLIENT fails to comply with the present CONDITIONS, EXLABESA shall be entitled to request the termination of the contractual relationship, as well as to claim compliance and/or compensation for damages as appropriate.

The present conditions are written in Spanish and English. In case of any discrepancy, the Spanish version shall prevail. Download here this sales terms & conditions document.