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1. Scope of Application
These general sales conditions will be applicable to any order placed with Advanced Dental Products S.L. (from herein either ADP or Seller), and may only be modified subsequent to written agreement between the parties. Modification by ADP of these sales conditions will not affect previously placed orders. All future purchases of ADP goods, in the absence of an express prior agreement to the contrary, will be subject to these general terms and conditions.
2. Place
Unless the Seller accepts another in the confirmation of the order, the place where all the contractual obligations will be performed will be Valencia (Spain).
3. Delivery Times
The delivery period starts from the moment the order is confirmed by ADP, and the agreed payments and guarantees have all reached our offices. The delivery period will be considered completed, when the goods are ready to be dispatched to the agreed place.
The delivery period will be extended by a reasonable time if circumstances outside the will and control of ADP prevent the deadline from being met. It will also be extended if the Buyer changes the original order or delays in meeting their contractual obligations.
4. Price
All prices must be considered as net, ex-works, in euros, with no deduction of any type, except when there is an agreement to the contrary. The prices may be modified, and the Buyer will have the right to end the contract, if the new prices are not acceptable, within 7 days of receiving notification of the new prices. The prices do not include taxes, duties or other charges, both general or special, which will be paid by the Buyer, unless agreed otherwise in writing, bearing in mind the Incoterms that may be applicable and/or the delivery conditions for the goods.
5. Form of Payment
Unless agreed in writing, each order will be paid in full, with no discount, and with no deduction, compensation or withholding of payment on the part of the Buyer being permitted.
The agreed payment dates must be met by the Buyer, even if transport or delivery are delayed due to reasons outside the control of ADP. If the Seller considers it opportune, due to the Buyer’s financial position, they may request any guarantees they consider necessary to ensure that the Buyer’s contractual obligations are met, and may in the meantime suspend deliveries. Should a guarantee of payment be demanded, the text will follow the model provided by ADP.
6. Interest
With effect from the agreed payment date, the client must pay the interest on the value of the amount owed set at the Euribor rate + 3%.
7. Acceptance of the Goods
The Buyer will check and inspect the shipments with regard to quality and quantity at the moment of delivery. Once the products have been checked and inspected, they will be considered as accepted by the Buyer, thereby waiving any possible claims. After a period of 7 days, no products returns will be accepted.
Furthermore, the Buyer will have a period of 15 calendar days to report any hidden faults or defects in the goods, after which the Buyer will lose all rights to act or complain against the Seller for this reason.
8. Reserve of Ownership
The Seller will continue to be the owner of all goods supplied until the agreed payment has been received in full. Until that time, the Buyer may not dispose of, transfer or alter the products, and is responsible to ADP for the goods.
9. Guarantee
The Seller will exclusively guarantee that on the delivery date, the products will comply with the agreed specifications. All products supplied are guaranteed as free of defects until the expiry date, if the products have one, and for one year for all other products. ADP will be responsible for replacing any goods that, before the end of the expiry period, are proven to be unusable due to poor materials, defective design or poor manufacture.
Excluded from ADP’s guarantee and responsibility are all defects outside their control, for example, as a result of normal wear, false information from the Buyer, inadequate maintenance, errors in following the instructions for use, use of any inappropriate material, the effect of chemicals or heat, etc. If the Buyer alleges that a guarantee in accordance with the technical specifications is not provided, the guarantee will only be valid if the Seller has the opportunity to check that the guaranteed parameters are not met.
The Seller’s guarantee is subject to proper compliance with the payment conditions agreed on with the Buyer.
10. Non-compliance by the Buyer
In the event of non-compliance or lack of adequate compliance on specific points of any of the Buyer’s obligations, or in the event of the Buyer declaring bankruptcy, liquidation or dissolution of the company, the Seller will have the right to declare the total or partial termination of the contract or the total or partial suspension of its execution. This will be done by confirmed notification, without requiring prior notice of non-compliance or legal intervention, the Seller being free of responsibility for damages, notwithstanding any other rights the Seller may have. As soon as the abovementioned circumstances occur, all claims that the Seller has with the Buyer will be immediately payable.
If the Buyer does not make the part or total payment, the unpaid products must be returned as soon as required by the Seller. If the products are not returned by the Seller, the Buyer, notwithstanding their other rights and actions, will have the right to recover the sold products without the need for further warning, notification or legal intervention.
11. Jurisdiction
The relationship will be governed by Spanish law. The parties expressly waive any other jurisdiction to which they may be entitled and agree to submit any differences or litigation regarding the validity, interpretation, compliance or execution of the General Sales Conditions and the acts or transactions considered in them, to the tribunals of Valencia.
Valencia – January 2009 |
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