GENERAL CONDITIONS OF CONTRACT


1. Scope of Application:

1.1.- The distribution of the products (hereinafter referred to as the 'Products') to be carried out by Seymeval, S.L. or from any of its subsidiaries (hereinafter jointly or individually the "Distributor") to a customer (hereinafter, the "Customer"), shall be governed by these General Conditions of Contract, except in everything that is expressly agreed otherwise and that conditions signed at the opening of the file, budget, order, framework agreement of collaboration, or any other type of document signed for the purpose, and always in accordance with the legislation in force at any time in terms of payment terms. For this reason, all other conditions that are not expressly accepted by the Distributor are of no value.

1.2.- The latest version of this document, valid at any time, is available on the website of Seymeval, S.L. Under petition.

1.3.- Both the Client and the Distributor may be referred to in these General Conditions individually as "The Party", or jointly as "The Parties".

2. Price and conditions of payment:

2.1.- The Distributor will issue and send invoices to the Customer, for the sale price, which will be the content of the Distributor's current rates in accordance with the terms and conditions established in the opening sheet, order letter, order or note of delivery.

2.2.- The price does not include the taxes, expenses of waste management, postage and packaging that will be in the name of the Customer, unless expressly stated in the offer or in the delivery note itself.

2.3.- The Client will pay the invoices issued by the Distributor in the terms, terms and conditions established in the signed opening sheet of the Client, letter of order, order or delivery note and, failing that, within 15 days after the date of issue of the latter. Payment will be made as agreed on the opening sheet of the Client and in default of agreement by bank transfer to the account of the Distributor that appears on the invoice or by check registered in favor of the Distributor and sent to their offices.

2.4.- In the event of a delay in payment by the Client, you must pay the amount due by bank transfer to the account of the Distributor or by check sent to the offices of the Distributor for the amount delayed plus interest and / or expenses that said delay would have caused the Distributor, unless expressly agreed by the Parties.

2.5.- In case of breach of invoices issued by the Distributor within the established period and without prejudice to the rights granted by law, Distributor may, in its sole discretion: (i) suspend the delivery of the Products until the Customer pay the invoices due or (ii) terminate the contract, relationship or commercial and any extension previously granted by the Distributor. In both cases, the Distributor may also claim damages from the Client. The Customer will be solely responsible for the damages that the failure to deliver due to non-payment.

2.6.- When in the letter of order, budget, order or delivery note there is more than one Recipient of the Products, all shall be jointly and severally liable for payment of the price of said Products and the Distributor may address either indiscriminately against all or against any of them to claim payment of the entire price and expenses incurred.

2.7.- Products delivered conditionally or as samples, will be invoiced by the Distributor within a maximum period of one month, in case it is not produced before its return. Such return will not be appropriate and, therefore, may be rejected by the Distributor, if the Distributor verifies that the Products object of the return have suffered deterioration or deterioration of its function. In any case, after this period of one month, without return of the Products, these must be paid by the Customer.

3. Property and Risk:

3.1.- The Distributor reserves the domain and ownership of the Products supplied until the total payment of its price by the Customer, obliging it to inform interested third parties of these general conditions.

3.2.- The risk of loss, deterioration and / or damage will be transmitted to the Client at the time the Products are delivered or available.

4. Delivery

4.1.- In case of resolution or suspension of the commercial relationship without the completion of the delivery of all the Products object of the commercial relationship, the Distributor will be entitled to the collection of all the expenses incurred until the date of resolution or suspension , as well as of the price for the Products delivered up to that moment calculated in accordance with the provisions of item 2, with the addition of the taxes that correspond according to the current legislation that results from application.

4.2.- Whatever the conditions agreed in relation to the freight, whenever orders are made for an amount less than 100 euros, the freight will be paid in full by the Customer, unless expressly stated in the offer or in the delivery note .

5. Responsibility

5.1.- The Distributor will be responsible for claims of the Client for direct losses, damages, costs and expenses that he suffers, as a direct consequence of the breach or improper execution of the General Conditions of Contract, order or any of the specific or specific conditions established for each Client by the Parties, up to a maximum amount equivalent to 1% of the price that the Client must pay to the Distributor with a maximum limit of 3,000.- €.

5.2.- In no case shall the Distributor or its personnel be liable for damages, costs, expenses or losses due to low results or loss of opportunities or benefits, or for casual, indirect or incidental damages, losses or losses suffered by the Customer in relationship with the Products delivered, regardless of the cause of the loss or damage, except for the case of fraud or fraud on the part of the Distributor.

6. Returns:

6.1.- Anything related to manufacturing defects or malfunctions will be subject to the warranty of the Products granted by the manufacturer.

6.2.- In the rest of the cases, to request a return of Products it is essential to present the original purchase receipt, and that everything is in perfect condition: both the Products and their packaging. The Distributor will review the specific case and the Products to be returned, to authorize or not such refund and apply the following valuations:

No demerit will apply if the return occurs within 7 days immediately after the sale and it is Products of regular sale available in inventory.
Repayment of 15% if the return takes place after the 7 days immediately after the sale and it is of Products of habitual sale available in inventory.
If it is a question of Products not available in inventory, the corresponding demerit will be calculated according to the time elapsed and the expenses incurred. In no case shall this depreciation be less than 20% of the value of the Products.
6.3.- Returns of loose units of Product will not be admitted when a complete packaging was necessary for the sale.

6.4.- In the case of promotions for which a special discount by volume was applied, upon the return of part of the Product that gave entitlement to that extraordinary price, the price difference between the promotional price and the corresponding price will be charged to the Customer. its sale under normal conditions of units that were sold and have not been returned.

6.5.- If a Product or Products whose purchase entitles the Customer to receive a gift as a promotional gift is returned, it must return both the Product and the gift in prefect conditions. If the gift was not so, and if it had been used, the Distributor can charge its cost to the Customer.

6.6.- Products that have been ordered specifically for the Customer, as well as Products that by measures and designs are not worked in the catalogs of our manufacturers will not be object of returns. Exceptionally they could be authorized but the Client would be informed of the applied depreciation that should be previously accepted.

6.7.- For the total conformity of the return, the Products must be previously supervised by personnel of the Distributor and must be in perfect condition, both the packaging and the Product itself.

7. Privacy Policy

7.1-. Eventually, the Distributor may have access to documentation containing personal data of the Client, deemed necessary for the work referred to in the letter of order, budget, order or the delivery note. Likewise, and whenever the nature of the work contracted so requires, such data may also be processed by the other subsidiary companies of the Distributor.

7.2.- The Distributor will only treat the data transmitted to him as a result of the execution of these General Conditions of Contract in accordance with the instructions of the Client and will not apply or use them for any purpose other than that contained in the letter of order or delivery note, or communicate them, not even for their conservation, to other people.

7.3.- The data to which the Distributor has access, will be processed automated to the extent that it is necessary for the execution of these General Conditions of Contract, applying in each case the security measures that correspond according to the applicable current legislation , taking into account the nature of the data being processed.
Likewise, the Client authorizes the Distributor to, in case it is necessary, to subcontract with other suppliers on behalf of the Distributor, certain benefits derived from the processing of data on behalf of third parties that is contemplated in this clause.

7.4.- Once the relations between the two Parties have been concluded, the Distributor must destroy or return to the Customer, as indicated by the Client, any personal data that has been transmitted to him as a consequence of the execution of the present Conditions of Contracting, as well as any support or document containing any personal data provided by the Client, except for those that must be preserved by legal imperative as a result of the execution of the commercial relationship or as support thereof.

7.5.- The personal data of the Client will be treated with the utmost confidentiality, and will be included in an automated file owned by the Distributor or the subsidiary that the latter determines.
The purpose of this file is to adequately comply with and manage relations with its customers, as well as its use for commercial purposes, information and advertising of all types of products and services of its own and the Distributor.
At any time, the Client may access such file in order to exercise the rights of access and, where appropriate, rectification, cancellation and opposition regarding his personal data, by means of a communication addressed to the Distributor's headquarters.

8. Confidentiality:

8.1.- The Parties shall treat confidentially all documents, data, materials and information provided by one of them to the other and not reveal them to any third party, nor use them for purposes other than their commercial relationship, unless the consent by the other Party.

9. Compliance Program

9.1.- The Distributor has established a Compliance Program, which sets out the principles and guidelines that mark its business activity, and which are submitted to all those who are part of its group of companies.

9.2- The Distributor expects the Client, in addition to complying with the Law, to have a clear commitment to the guidelines included in its Compliance Program and principally to commit to comply with those limits that are applicable to the defense and respect the Environment, Anti-Fraud, Prevention of Money Laundering and Protection of the Law of Defense of Competition.

9.3.- The complete content of the Compliance Program is available on the Distributor's website.

10. Force Majeure

10.1.- Neither Party shall be liable for breach of its obligations when such breach has been caused by force majeure in accordance with the provisions of Article 1,105 of the Civil Code, including, but not limited to: acts of civil or military authorities, both declared and unreported war, civil unrest, insurrection or riots, sabotage, fires, inclement weather, earthquakes, floods, strikes, lockouts or other labor problems or embargoes. In the event that these circumstances are extended for more than 3 months, both parties have a right of withdrawal.

11. Assignment

11.1.- The Client's consent shall not be required for the assignment, by the Distributor, to any company within its group or to any subsidiary thereof, of the obligations to comply with accepted orders.

11.2.- The assignment by the Client of any rights and / or obligations arising from the order will require the express consent of the Distributor.

12. Miscellaneous

12.1.- These General Conditions of Contract shall prevail over any general condition of purchase or contracting that has established the Customer. In case of discrepancy, the conditions to be submitted by the Parties shall be expressly established. Any cancellation or derogation provided for in the order may only be accepted if it has been the object of agreement or written agreement by the Distributor.

12.2.- The fact that one of the General Conditions of Contract or private parties established between the Parties becomes null or invalid, will not affect the validity of the rest of the established.

12.3.- The Parties are obliged to replace in good faith, within acceptable limits, the invalid condition by another that may have the same technical and economic result as the original, without any substantial or material change in the rest of the relationship established between the Parties.

13. Legislation and Jurisdiction

13.1.- The relationship between the Parties shall be subject to the provisions of the Spanish legal system.

13.2.- In the event of litigation, both parties shall submit to the jurisdiction of the courts of the city where the central offices of the Distributor are located, expressly renouncing to the jurisdiction that may correspond to them.

June 2015

Information regarding online dispute resolution pursuant to Art. 14 Para. 1 of the ODR (Online Dispute Resolution Regulation):

The European Commission gives consumers the opportunity to resolve online disputes pursuant to Art. 14 Para. 1 of the ODR on one of their platforms. The platform (http://ec.europa.eu/consumers/odr) serves as a site where consumers can try to reach out-of-court settlements of disputes arising from online purchases and contracts for services.