Contractual conditions

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“FOCKE MELER GLUING SOLUTIONS, S.A.” GENERAL CONDITIONS

PURPOSE

The purpose of these General Contractual Conditions is to standardize contracts for products sold by FOCKE MELER GLUING SOLUTIONS, S.A. (hereinafter, referred to as MELER) via any of the available means for achieving this. To this effect, contracting for MELER products implies the automatic acceptance of these General Contractual Conditions, the CUSTOMER declaring that it is familiar with and accepts all the terms that MELER has explained and referred to throughout the contracting procedure, and which are incorporated as a reference in the Proposal sent to the CUSTOMER. Should the CUSTOMER make a direct purchase (without prior request for a quotation), the terms and conditions of these General Contractual Conditions shall equally apply.
In the event that the CUSTOMER has its own contractual conditions, it expressly waives their applicability.

SPECIAL CONDITIONS

In the event that MELER and the CUSTOMER should individually negotiate any particular conditions that differ from these General Contractual Conditions, such special conditions are to be expressly included beforehand and in writing so that they are fully valid and effective in any contract for MELER products.

PROPOSAL

At the request of the CUSTOMER, MELER will make a proposal detailing the requested products.  Proposals are valid for a period of 30 calendar days.
It is understood that the CUSTOMER accepts the Proposal when the order is raised.  Acceptance of the proposal implies full acceptance of the general contractual conditions which are at the CUSTOMER’s disposal on the website at www.meler.eu.
At all events, the assembly and installation of the products shall be the exclusive responsibility of the CUSTOMER unless the parties, beforehand and in writing, expressly agree to the contrary and include this circumstance as a special condition to the contract.
Delivery of MELER products will take place at the MELER facilities in accordance with Incoterm 2010 EXW Orkoien (Navarre); standard packaging will be used unless the parties have agreed otherwise as a special condition.  The lack of reference to transport terms and conditions shall in no case imply that MELER has automatically adopted such terms and conditions.
The costs of loading, handling, unloading, and the items necessary to carry out such activities effectively and safely are the exclusive responsibility of the CUSTOMER, the latter assuming any liability arising from such operations.

PRICE AND PAYMENT CONDITIONS

The price and terms of payment for the products ordered are as contained in the proposal issued to the CUSTOMER by MELER.  Prices are exclusive of VAT.
If by mistake or omission in the proposal the method of payment is not indicated, the applicable payment terms are sixty (60) calendar days from the date of the invoice.
The CUSTOMER may accumulate invoices relating to delivery notes every fifteen (15) calendar days as a maximum.
Non-payment of an invoice will cause all outstanding invoices to fall due immediately. Unpaid amounts accrue interest at a monthly rate of 1.5%, which will be charged to the customer together with all recovery costs.

DELIVERY DEADLINES

The delivery period for each order is as shown in the proposal submitted to the CUSTOMER.  The period begins when a written order is received.  In the case of advance payment, the delivery period will be from the date on which payment was made.
At all events, the delivery period for MELER products is approximate and may vary owing to justifiable circumstances beyond MELER’s control, that will be duly communicated to the CUSTOMER for information purposes. The delivery period may not exceed 30 calendar days in excess of the delivery period initially envisaged.
The CUSTOMER may request partial deliveries which, once invoiced by MELER, must be paid for regardless of the date of subsequent deliveries.

AMENDMENTS

Orders cannot be amended, in part or in full, by the CUSTOMER without MELER’s prior written consent to the amendment. At all events, the costs incurred by the amendment, in part or in full, are exclusively chargeable to the CUSTOMER.  For its part, MELER reserves the right to make changes without prior notice to its products provided no loss of quality is entailed.

CANCELLATION

Order cancellations must be requested in writing and are subject to the following rules:

  1. If the period is less than 30 calendar days after the order date, no penalty is charged.
  2. If the period is equal to or greater than 30 calendar days after the order date, a charge of 15% on the net amount of the order will be imposed.

In no case will cancellations be accepted if the period is equal to or greater than 90 calendar days after the order date or in the case of special orders.

EFFECTIVE DELIVERY

Once the order has been made up, MELER will send an e-mail or fax to the CUSTOMER indicating the products are ready with a view to informing the customer of their delivery.
If, after thirty (30) calendar days following the Products being made available, the CUSTOMER has not collected them, the products will be kept on MELER’s premises and the CUSTOMER will be charged a daily delay penalty of 1 per cent of the net amount of the order.  In the event of a delay of more than ninety (90) calendar days, MELER may choose between demanding the performance of the contract or its cancellation, and in both cases demand penalties, interest and/or compensation, as appropriate.
In all cases, any risks suffered by the product will be the exclusive responsibility of the CUSTOMER.
The CUSTOMER has a period of 30 days from delivery and/or the products being made available to examine them, after which, if the CUSTOMER has not made any formal complaint, the CUSTOMER is deemed to have received them to its entire satisfaction.

RETURNS

Once effective delivery of the products has taken place and in the event that the CUSTOMER considers returning an order, it must request prior, express authorization in writing from MELER.  Products to be returned must be unused, in their original packaging and in no way damaged or modified, etc. In the event that MELER accepts the return request, the following rules apply:

  1. If the period is less than 30 calendar days after the invoice date, no penalty is charged.
  2. If the period is equal to or greater than 30 calendar days after the invoice date, a charge of 15% on the net amount of the invoice will be imposed.

In no case will returns be accepted if the period is equal to or greater than 90 calendar days after the invoice date or in the case of special orders.

SPARE PARTS

MELER does not guarantee the existence of spare parts during the useful life of their products. Should the CUSTOMER request a replacement part, MELER assumes no liability for the unavailability of such item.

TRIALS

In the event that MELER supplies the CUSTOMER with a product on a trial basis, the latter must return it within a maximum time frame of thirty (30) calendar days from the date of the delivery note, in the same state in which it was delivered by MELER. Otherwise, it is deemed that the CUSTOMER has tacitly accepted the order, and MELER will issue the relevant invoice.

SPECIAL ORDERS

A special order is taken to mean one which requires the specific adaptation of a product or a combination of products to meet the needs of the CUSTOMER.
The measurements, adhesives and technical or other characteristics provided by the customer at the project definition stage will be deemed to be certain, accurate, and binding for MELER, the CUSTOMER assuming liability for any effects arising from their inaccuracy.
If, on installation, the samples provided by the CUSTOMER can be reproduced, the requirements are considered to have been complied with.
The CUSTOMER undertakes to make available to MELER, immediately and at no charge, all documents, drawings, sketches and other documents required to meet such special orders.  Similarly, the CUSTOMER undertakes to ensure that all the documentation supplied to MELER does not infringe the intellectual or industrial property rights of third parties, and fully indemnifies MELER against any potential claim by a third party for this reason.
In no case can special orders be subject to cancellation or return by the CUSTOMER.
MELER has exclusivity over all intellectual and industrial property rights relating to the special order.

COMMERCIAL DOCUMENTATION

The characteristics, dimensions and performance of products shown in the commercial documentation are given for information purposes and do not have contractual force. MELER reserves the right to amend it, in part or in full, at any time.

INSTRUCTIONS MANUAL

The CUSTOMER is issued an Instructions Manual with the delivery of the products, which must be fully adhered to.  MELER reserves the right to amend it, in part or in full, at any time.
The original version of the respective instruction manual for each product may be translated into several languages.  In the event of any discrepancy between the various original versions of this manual, the original version in the English language will prevail. In no case will MELER be held liable for any potential damages that may arise, directly or indirectly, from discrepancies between the English version of the manual and a translated version.

COMMERCIAL GUARANTEE

The commercial guarantee which forms part of these General Contractual Conditions is attached at Annex I, in which the terms and conditions of this guarantee are set out.

RESERVATION OF TITLE

MELER reserves title to the property that is delivered to the CUSTOMER pending payment. The CUSTOMER’s acceptance of the proposal does not constitute transfer of entitlement to ownership until full payment is made.  Therefore, should the buyer breach payment conditions, MELER may directly take possession of the products by removing them from the place where they are located.
All expenses and damages arising from breach of this Reservation of Title will be charged to the CUSTOMER.
As a consequence of this reservation of title, the CUSTOMER undertakes not to negotiate any charge or lien on the products, and to state to third parties intending to freeze or seize them that they are the exclusive property of MELER, accredited by presenting this contract. Should confiscation proceedings nevertheless be carried out, the requirement must be made for such circumstances to be recorded in a statement setting out what has been said and taking note of the aforementioned contract.  MELER must be notified of all this immediately so that it can proceed to defend its rights.

FORCE MAJEURE

MELER will not be liable for any breach of duty under this Contract, when it is caused by force majeure, such as flood, earthquake and other natural disasters, wars, rebellions, sabotage, threats, blackmail or extortion, blockades, embargoes, strikes and lockouts arising from social unrest, and also the actions and omissions of Governments, and any other events that may be regarded as force majeure as defined in article 1.105 of the Civil Code.
If a force majeure event occurs, MELER shall inform the CUSTOMER in writing within a period of 72 hours from the time of occurrence supplying supporting documents to prove that this is a case of force majeure.
Upon occurrence of a force majeure event MELER and the CUSTOMER will jointly decide on the measures to be taken. If the force majeure situation continues for more than 90 calendar days without both parties reaching an alternative agreement, either of them may terminate the Contract without penalty.

INDUSTRIAL AND INTELLECTUAL PROPERTY

Any and all techniques, processes, methodologies, formulas, designs, sketches, shapes/moulds, visual or simulated representations, examples, sample dossiers, drawings, plans, photos, specifications, patents, brands, service brands, copyrights, rights over drawings, inventions, industrial secrets, know-how or any other information which implies intellectual or industrial ownership will remain the exclusive property of MELER, and in no case may it be assumed that any type of licence over them has been implicitly assigned.

VALIDITY AND AMENDMENT

Acceptance of these General Contractual Conditions is necessary and indispensable for a valid and effective contract with MELER, which reserves the right to amend them at any time, in part or in full, and those in force will be considered as those agreed at the time of their acceptance when the CUSTOMER signs them.  In any case, the aforementioned amendments will not have retroactive effects on products previously contracted for.

NULLITY OR ANNULLABILITY

If any of the clauses, or any part thereof, making up these General Contractual Conditions are declared null, invalid or ineffective, this shall not affect the validity or effectiveness of the remaining clauses which will continue to be binding on the parties. Should either of the parties waive their right to demand at any time the performance of any of the agreements contained herein, this will not imply a general waiver nor will it create any acquired right in favour of the other party.