GENERAL TERMS AND CONDITIONS OF SALE OF PRO LIFTS, S.L.
any of its affiliates or subcontractors (including carriers) and any damages resulting
from unauthorized intervention during successive processes and applications, as well as from
failure to comply with the conditions and instructions established by Pro Lifts S.L.
Definitions:
- Products: Any item produced as the result of work or an operation.
- Pro Lifts S.L.: The supplier of the products.
- Customer: The natural or legal person identified in the attached order confirmation.
- Services: Activity provided by the company in accordance with the contract.
- Order: Request made by the customer for products or services from us.
- Business Day: Any day from Monday to Friday that is not a legal public holiday in the place of our registered office.
Application:
These general terms and conditions govern the delivery rules for products or goods in the commercial relations established between the customer and Pro Lifts S.L.
Orders:
- Orders shall be confirmed in writing.
- An order shall only be considered binding upon written acceptance by the buyer.
- Orders placed by the buyer shall be deemed firm purchases, and cancellations or returns shall not be permitted without the express authorization of Pro Lifts S.L.
- Orders containing special products made on demand and not included in our general catalogue may not be returned and must be paid for upon order confirmation.
Likewise, they must be confirmed in writing by accepting the quotation with signature and company stamp, which must be sent to Pro Lifts S.L. by email in order to proceed with production.
Price and payment:
- As a general rule, payment of the invoiced price shall be made as follows: 50% upon order confirmation and 50% before dispatch of the goods.
- If the customer fails to pay by the due date agreed with Pro Lifts S.L., Pro Lifts S.L. may unilaterally suspend the manufacture of all the customer’s pending orders.
- Likewise, pursuant to Law 3/2004 of 29 December, late payments shall accrue default interest in accordance with Articles 5 to 8 thereof, at the rate set by the European Central Bank for the previous six-month period plus seven percentage points, from the date of non-payment until the date of final settlement. This is without prejudice to the right of Pro Lifts S.L. to take the appropriate legal action to recover the outstanding and payable debt.
- Payment terms and conditions shall be detailed in the order confirmation. Pro Lifts S.L. prices are set out in quotations and specified in order confirmations and invoices. Pro Lifts S.L. reserves the right to cancel or suspend delivery of any order to the customer. Likewise, failure to pay any overdue invoice shall result in default interest accruing from its due date until full payment.
- Without prejudice to the foregoing, Pro Lifts S.L. reserves the right to invoice the products within five days from the date indicated in the order confirmation as the delivery date in the event that the products are collected from Pro Lifts S.L. warehouses.
- All these transactions are insured through a credit insurance company. Any payments not made by the agreed due date shall be referred for collection through the financial company.
Validity of reservation:
For any manufacturing period or reservation period, the customer must pay 50% in advance as confirmation, providing proof of payment.
Delivery and transport:
- Pro Lifts S.L. undertakes to comply with all delivery deadlines agreed with the customer; however, such deadlines may be modified for production reasons. The customer acknowledges and accepts this situation, and therefore no penalty or right to terminate the contract shall arise. We shall not be liable for any damages caused by delay, unless otherwise agreed in writing. If the performance of any service or delivery of any goods is prevented or delayed by you, your employees or agents, whether directly or indirectly, any loss or damage caused to us shall be reimbursed by you and shall constitute an increase in the contract price.
- The INCOTERMS for the supplied material shall be ExWorks, unless another arrangement is stated in the quotation. The products shall be made available to the customer at the central warehouse of Pro Lifts S.L. in Valencia. Transport shall be the customer’s responsibility, even when the customer authorizes Pro Lifts S.L. to choose the transport company and the agreed method is “carriage paid”. The customer must inspect the condition of the goods upon receipt and, in the event of damage, immediately notify the transport company. Pro Lifts S.L. shall not be liable for damage, loss or delays attributable to the transport company. Delivery times stated in the quotation are indicative only, and Pro Lifts S.L. shall not be liable for losses caused by delivery delay.
- Delivery shall be deemed completed:
2.1 The goods shall be deemed delivered once they are loaded onto the transport vehicle and the delivery note has been signed with the transport agency.
2.2 If the material is collected by the customer’s own means, it shall be deemed delivered once the delivery note has been signed. - The products shall be delivered to the address specified by the customer in the order as the delivery address.
- Unloading of the products shall always be the customer’s responsibility, and the customer undertakes to have the material and/or human resources necessary for proper unloading of the products.
Warranty and liability:
- The products delivered by Pro Lifts S.L. are manufactured in accordance with current regulations and current technical drawings. They always include the corresponding instruction manual.
- Pro Lifts S.L. warrants its products against any manufacturing defect. This warranty shall be valid for a period of 24 months from the invoice date.
- Defects or breakdowns arising from or resulting from misuse, accident or improper maintenance by the buyer are excluded from the warranty. Likewise, this warranty shall cease immediately if the buyer modifies the product or transfers it to a third party.
- This warranty only covers the free replacement of the defective part with a new part of the same characteristics, once Pro Lifts S.L. has verified proper compliance and installation, where applicable.
- Pro Lifts S.L. only warrants that, at the time of delivery, the products comply with the agreed specifications and disclaims any liability regarding the suitability of the products for a particular purpose or the use intended by the customer. The warranty provided herein does not cover mechanical damage such as dents or scratches resulting from normal wear and tear, handling, improper or inadequate processing or storage, incorrect assembly, installation or maintenance, or negligent use by the customer or
any of its affiliates or subcontractors (including carriers), nor any damage resulting from unauthorized intervention during successive processes and applications, or from failure to comply with the conditions and instructions established by Pro Lifts S.L. - Notwithstanding the other provisions set forth herein, in the applicable legislation or in other communications between the customer and Pro Lifts S.L., Pro Lifts S.L. shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, for any indirect, incidental or consequential losses or damages, including but not limited to loss of profits, revenue, business or commercial opportunity, damage to works, reputational damage, and any loss (whether or not similar to those mentioned) considered in any relevant jurisdiction to be indirect, consequential or incidental, as well as any indirect damage incurred by the customer or any third party. The maximum liability of Pro Lifts S.L. arising out of or in connection with the supply of goods to the customer shall be limited to the value of the order. The limitations of liability set forth in this clause shall not apply in cases of wilful misconduct or fraudulent misrepresentation by Pro Lifts S.L., or in cases of strict liability under applicable legal provisions.
Claims, cancellations and returns:
- Firm orders may not be cancelled without the consent of Pro Lifts S.L.
- No claim for quantity shortages or damage in deliveries shall be accepted unless notified to us within 24 calendar hours from receipt of the goods.
- In the event of a return, the product must be returned in its original factory condition and with all its parts, together with the corresponding purchase invoice. Please note that the product must be in perfect condition; otherwise, any loss in value resulting from handling of the product shall not be accepted.
- Any claim regarding delivered products must be submitted within thirty days; no claims shall be accepted after such period. Claims must be submitted in writing directly to the sales department of Pro Lifts S.L., and must state the order number, delivery note number, serial numbers, affected quantities and description of the claim. Once the claim has been accepted by Pro Lifts S.L., any return of products must be made within a maximum of fifteen days. Pro Lifts S.L. disclaims all liability where the non-conformity of a product results from insufficient specifications provided by the customer. Pro Lifts S.L. is expressly authorized to assign to third parties, in whole or in part, the rights and obligations specified in these general terms and conditions.
- In the event of repair or return of a product, all shipping costs shall be borne entirely by the customer, both for dispatch to and return from the goods.
Consequential losses:
Pro Lifts S.L. shall not be liable for any damage or loss arising from delay in or failure to deliver the goods, in particular loss of profits or any consequential loss or damage arising from delay or loss of production which the customer may suffer as a result of such delay.
Force Majeure:
Pro Lifts S.L. shall not be liable for any failure to perform its obligations where such failure is due to events that could not have been foreseen, or which, if foreseen, were unavoidable, or to causes beyond its control (whether force majeure or fortuitous event), including, among others, acts of government or public authorities, labour strikes affecting itself or third parties, lockouts, civil disturbances, earthquakes and any other natural disasters, shortage or impossibility of obtaining raw materials, supplies or equipment, or failure of facilities to operate.
Termination rights:
- Without prejudice to any other rights and remedies, we shall be entitled to terminate any contract with you, suspend further deliveries and stop goods in transit immediately upon the occurrence of any of the following events:
1.1 Your failure to pay any amount owed to us by the due date, under any agreement.
1.2 Your breach of any of these terms or of any contract with us.
1.3 If an administrator, administrative receiver or liquidator is appointed over you, or if you enter into any form of liquidation, insolvency proceedings, arrangement with creditors, commit any act of bankruptcy, become subject to claims or enforcement proceedings, or if any similar action is taken against you in any jurisdiction, and this results in a breach of your obligations.
1.4 You cease to be able to pay your debts as they fall due. - In the event of termination, without prejudice to any other rights and remedies, we shall be entitled to:
2.1 Enter premises occupied or controlled by you, or in respect of which you have any right of access, and repossess and recover any goods that are our property.
2.2 Receive payment of all sums due in respect of all goods and/or services, regardless of how they have been supplied or provided to you, and to be paid immediately, against invoice, for loss of profit and the current cost of work, services, materials of goods and/or partially completed goods and/or services, giving credit for such value, if any, in whatever manner may be available to us, or for the net proceeds of their disposal; and to be paid immediately, against invoice, the contract price due in respect of completed goods and/or services, whether delivered or not, less whichever is lower, the proceeds of sale or the value of their materials.
Licences and consents:
If any licence or consent of any government or other authority is required for the supply, transport or use of the goods by you, you shall obtain such licence or consent and provide us with evidence thereof upon request. You shall not be entitled to withhold or delay payment of the price if you fail to obtain any such licence or consent, and you shall pay any additional costs or expenses incurred by us as a result thereof.
Applicable law:
- This contract, both for its application and interpretation, shall be governed by Spanish law. The language shall be Spanish.
- Unless otherwise expressly stated, the parties agree to submit to the jurisdiction of the Courts of Valencia for the resolution of any dispute arising from the interpretation, application, performance, etc. of this contract.