1. The present sales terms shall apply to any contractual relation between Ecología Técnica S.A. and third parties in the framework of its sales activity and equipment or material installation, which may include three concepts: sale, installation, and commissioning.
2. Customer acceptance of a quotation prepared by Ecología Técnica S.A., will imply the acceptance of these general sales terms.
3. It will be considered an order acceptance when the customer confirms acceptance in written form, a contract or signing conformity in corresponding quotation issued by Ecología Técnica S.A.
4. The order confirmation specific sales conditions shall prevail over these general sales conditions.
5. Unless agreed, Ecología Técnica S.A. quotations exclude VAT, transport expenses, and any other items not expressly included.
6. All documentation – technical studies, drawings, quality documents, etc. - and software delivered by Ecología Técnica S.A. to purchaser shall remain Ecología Técnica S.A. property, and may under no circumstances be transferred, communicated to third parties, or used for any purpose other than the project for which they were created.
7. The prices described in Ecología Técnica S.A. quotations concern only to materials and services clearly specified in quotation and are valid exclusively for the purchase of the total quoted items.
8. Accepted quotation items may not be cancelled. Unless expressly agreed otherwise, the items accepted and agreed shall be delivered and paid by the purchaser. All expenses (of any nature) generated by changes made by the purchaser after order confirmation shall be invoiced to the purchaser as extraordinary items not included in accepted project quotation.
9. Until total fulfillment of the sales conditions and payment of the 100% amount of acquired material and services by the purchaser, the complete installation will be considered property of Ecología Técnica S.A. After the period of assembly, commissioning, and payment fulfillment, the purchaser will be responsible for the custody of the equipment, its conservation and the costs associated to its maintenance and operation.
10. In case Ecología Técnica S.A. has not carried out the installation and must carry out the commissioning, the customer must confirm in writing the date on which the equipment shall be definitively installed and ready for commissioning. If, Ecología Técnica S.A.'s personnel has been sent to worksite, and the installation is not the accepted in implantation drawings or necessary supplies by purchaser means for the operation of the plant are not ready, the customer shall be obliged to pay Ecología Técnica S.A. the travel expenses and fees incurred by its intervention.
11. Ecología Técnica S.A. will not be responsible for any defect or wear that may exist in the equipment sold that is due to any manipulation or work carried out by the purchaser, or the result of the installation in case is not carried out by Ecología Técnica S.A.
12. The guarantee of the products sold by Ecología Técnica S.A. will be of 12 months from the supply for manufacturing defects, and only applied in case conditions of use are the recommended by Ecología Técnica S.A. If the equipment has been manipulated by external personnel to Ecología Técnica S.A. without the express and written consent of Ecología Técnica S.A., the buyer will lose mentioned warranty. The warranty does not include parts subject to natural wear, corrosion, or abrasion, such as mechanical seals, bearings, probes, gaskets, etc. The warranty is limited to the delivery or repair of the parts recognized as defective and does not include replacement labor or transport costs. Ecología Técnica S.A assumes no responsibilities beyond or different from the mentioned before; and in no event Ecología Técnica S.A shall pay compensation for any other direct or indirect damage or injury to persons or things, or for loss of profits.
13. The delivery terms of the material by Ecología Técnica S.A. will be stated in the quotation and will be imputed after its acceptance by the purchaser.
14. Any delay in technical information delivery or drawings approval to be provided by the purchaser to start the manufacture, will be cause for equivalent delay on the agreed delivery time.
15. The delivery delay may not will not justify in any case the cancellation of the order or penalty of any kind to Ecología Técnica S.A., if the delivery delay causes are notified to purchaser and these are beyond the control of Ecología Técnica S.A.
16. Transport and unloading costs will be purchaser responsibility, unless otherwise agreed, even if the transport company has been arranged by Ecología Técnica S.A. in which case the carrier will bill the purchaser directly for the transport.
17. Any mishap in the shipment, reception or unloading, either delay, loss or deterioration of the goods sent must be claimed directly by the customer to the carrier, with full indemnity for Ecología Técnica S.A.
18. The verification of the goods will be done in Ecología Técnica S.A. so that once sent to delivery address it will be already accepted by purchaser. Standard packaging is included in the price. Other special packaging will be at the customer's expense.
19. In case the sale includes transport or customs duties, any increase of tariffs or duties differing from the final contract will be billed to purchaser.
20. Ecología Técnica S.A. may demand to purchaser a guarantee for the fulfillment of its obligations, either a bank guarantee or a letter of credit guarantee, at any time during the contractual relationship. If the customer, despite being required, does not provide the required guarantee, Ecología Técnica S.A. may terminate or put on hold the contract by requiring the customer to pay the amounts that have perceived so far.
21. The situation of bankruptcy, suspension of payments or insolvency of the purchaser will entitle Ecología Técnica S.A. to terminate the contract and demand payment of the amounts that have been perceived by purchaser in its favor.
22. The purchaser who contracts Ecología Técnica S.A. must respect the current regulations on health and safety at work and occupational risk prevention principles.
23. Any claim concerning the contract is subject to Spanish Jurisdiction, and the parties expressly submit to the jurisdiction of the Courts and Tribunals of the city of Manresa.