These general terms and conditions shall apply to any contract made between CARPINTERIA AMOEDO S. L. from now on "the Company" within its activity, that is to say, the installation and manufacture of wooden and synthetic decks, furniture, naval fitting out, nautical and distribution of nautical products (varnishes, boards, adhesives..., carpentry and woodwork in general, machinery rental, technical office, sale of wood and derivatives and any other with which from now on "the Client" or "supplier" or "contract" or "subcontractor" will be referred to.
SThey may only be modified by written agreement between the parties, so that the clauses or conditions that appear, printed or handwritten, in the orders, quotations, letters or other documents issued by the Customer will be invalid in this respect.
The modification by CARPINTERIA AMOEDO S. L. of these general contracting conditions shall not affect contracts that have already been concluded. These general contracting conditions are public and are communicated to customers by post, e-mail, telephone communication, FAX or any other means chosen by the Selling Company, and it will not be necessary to communicate them to customers, suppliers and subcontractors each time a contract is made, it will be sufficient to communicate them once as they are the same for all operations unless otherwise agreed in writing.
In any case, and so that the client cannot claim that they have not been communicated, they are available at the company's offices located in Polígono Industrial Castiñeiras, 119, nave 38, 36937, Bueu, Pontevedra, at the URL: https://www.nauteka.com/es/ and in the Pontevedra Furniture Register in the section "Register of General Contracting Conditions" under the name "General Contracting Conditions CARPINTERIA AMOEDO S. L. ".
2.1 Quote. The CLIENT has the right to receive a written and detailed quote for the service he/she is contracting. The estimate will be valid for 3 months from the date it is drawn up.
The client is responsible for the veracity of the measurements and data provided to the company for all purposes.
The company will not receive any remuneration for the preparation of the estimate as long as the service is provided by CARPINTERIA AMOEDO S. L. However, if the client, once the estimate has been made, decides to cancel the services provided, he must pay for the hours of work required to prepare the estimate and pay any other costs incurred in preparing it.
If the CLIENT makes the order directly, even if he does not request the elaboration of the estimate, it is understood that he accepts the execution of the order.
In this way, the Company will be able to carry out the requested order when the CLIENT has given his agreement by accepting the estimate via e-mail, telephone or fax or has indicated that he does not wish the estimate to be prepared when placing the order.
2.2 Time and place of delivery .The delivery time will be that which has been expressly agreed between the parties.
The place of delivery will be the place where the product is located.
The documentation that accredits the delivery of the goods is the corresponding delivery note, contract, consignment note or any other document issued by the company.
The cost of moving the goods shall be borne by whoever is stipulated in the contract.
The delivery period shall be extended::
Likewise, the obligation to allow the provision of services and especially the following ones will fall on the CLIENT:
2.3 Price . All prices must be considered net in the agreed currency, without any deduction of any kind, unless otherwise agreed by the parties.
Prices do not include taxes, fees or other charges, both general and special, unless otherwise agreed in writing, taking into account any applicable Incoterms and/or the delivery conditions of the goods.
2.4 Mode of payment . Salvo pacto escrito en contrario, el pago habrá de hacerse al contado sin ningún descuento, y sin que se permita deducción, compensación o retención.
In the event that payment dates have been agreed, these must be complied with by the CLIENT even if the delivery is delayed due to matters beyond the Company's control. If the Company considers it appropriate, it may request the guarantees it deems necessary to ensure due compliance with the contractual obligations of the CUSTOMER, and may suspend deliveries in the meantime.
2.5 Incurrence of interest on arrears and compensation for collection costs.With effect from the agreed payment date, the CUSTOMER must pay interest on arrears in accordance with Law 15/2010, which establishes measures to combat late payment in commercial transactions, which are set with the acceptance of these general contracting conditions at the maximum legal permitted. If the CUSTOMER is in arrears with a payment or the provision of an agreed guarantee, all outstanding payments at that time, whether due or not, will be considered liquid and payable. In addition to the accrual of these interests when the CLIENT is in default, the industrialist will have the right to claim from the CLIENT the collection costs referred to in Law 15/2010.
2.6 Acceptance of the service or delivery of goods.
Buying and selling. The document for the reception of the goods or the provision of the service that is going to be delivered to the domicile of the CLIENT or another place designated by him/her, must be signed by the same or another authorised person, in the case of absence of these, the CLIENT, on accepting these conditions, will consider valid the signature of another person who, being in these premises, receives the goods and signs the acceptance of the same, having to identify himself/herself on delivery with his/her name and National Identity Document.
Within 2 days, the customer will check the products delivered and the service provided, in terms of quality and quantity.
The Company grants the customer a period of 7 days from the time the materials or service are made available to notify any hidden defects or faults in the products delivered.
The Company reserves the right to deliver goods or use products in the provision of services other than those agreed, provided that they are similar to those agreed and of equal or superior quality.
The COMPANY will have the right to charge the customer a price for the custody of the material that is not collected, a price that will be fixed depending on the area where the material is located.
Rental or assignment of use . The material subject to a rental or assignment of use contract is understood to have been accepted on signing the rental or assignment contract on the date it is made available.
The hirer or assignee will receive the object of the rental or assignment contract in perfect conditions of conservation and operation, indicating the instructions for its use and facilitating the technical, legal and safety precautions necessary for its normal use and is obliged to return it in the same state as received, at which time any natural wear and tear will be taken into account, not when there has been negligence on the part of the hirer or assignee, causing breakdowns.
As the material is handled by the personnel of the hirer or assignee, the latter is responsible for any damage caused by the improper use, as well as for the damages caused and to third parties affected by any incident caused by the improper use of the material due to the negligence of its handler.
The material is the property of the lessor or assignor and may not be sublet or lent to third parties without the express permission of the lessor or assignor. Likewise, the lessor's or assignor's identification signs or brand name may not be replaced or hidden. Failure to comply with this obligation by the lessee or assignee will exempt the lessor or assignor from any liability in the event of a breakdown.
Rental material not returned, whether due to theft or any other cause that makes it unusable, will be considered as a sale of new material and will be invoiced at the market price. It is the obligation of the hirer or assignee to file a complaint with the data.
Both the transfer of the material and its return at the end of the rental period or transfer of use will be at the expense of the lessee or assignee, as well as the expenses that may arise from the unloading or loading of the described equipment, its assembly or disassembly.
As a consequence, the transport will be carried out under the exclusive responsibility of the hirer or assignee.
The lessee or assignee of any machinery or material must have taken out a CR insurance policy for the duration of the rental or assignment contract, and must provide the lessor or assignor with proof of this.
The location and installation will be carried out by the lessee or assignee under his responsibility and in accordance with the legal/administrative regulations in force.
In addition, for the use of certain machinery and materials he must have the specific qualification or training.
2.7 Guarantee. The company will respond according to the law in force at any given time. In those cases in which the responsibility of CARPINTERIA AMOEDO S. L. is determined and this derives from or is linked to products acquired to carry out its activity, the responsibility and guarantee will be transferred to the Supplier.
All deficiencies beyond the Company's control are excluded from the guarantee and responsibility, especially if they are the result of normal wear and tear, improper maintenance or handling or the influence of an external action which may deteriorate the goods, machinery or services covered by the contract.
If the CUSTOMER claims that a guarantee, according to the technical specifications of the goods, is not met, the guarantee will only be valid if the Company has the opportunity to verify that the guaranteed parameters are not met.
The guarantee by the Company is subject to timely compliance with the payment conditions agreed upon with the CUSTOMER.
CARPINTERIA AMOEDO S. L. will not be responsible for material damage caused during transport if these services are provided by a third party.
After the sale, the company will not be responsible for any obvious defects or those which were apparent at the time the contract with the CUSTOMER was formalised, in any of its products.
As for claims relating to the use, sale or distribution of the products sold or delivered, individually or in combination with other products, or any other complaint relating to the contract, the rights of the Client and the responsibility of the Company will be limited to the replacement of the goods or service provided.
The Customer shall never have the right to return products that have been accepted or for which the time limit for reporting defects has expired.
The Company's liability shall never exceed the value of the goods concerned at the time of sale.
2.8 Limit of responsibility. Unless otherwise agreed, the responsibility of CARPINTERIA AMOEDO S. L. shall never exceed the value of the contracted estimate.
The Company is released from all liability above this maximum, even if it has been caused by its own negligence or breach of duty. CARPINTERIA AMOEDO S. L. shall be liable for any damage or loss caused to persons or property in the course of carrying out its work, provided that such damage or loss is due to IMPUTABILITY, CULPABILITY AND RESPONSIBILITY.
2.9 Insurance. The benefit and risk of the object of the contract will pass to the CLIENT once it has been made available to him/her in the place agreed in the contract
2.10 Non-fulfilment by the CLIENT. In the event of total or partial non-fulfilment, or failure to comply punctually or adequately with any of the CLIENT'S obligations, as well as in the event of a declaration of insolvency, liquidation or dissolution of its company, CARPINTERIA AMOEDO S. L. will be entitled to notify the total or partial cancellation of the contract or the suspension of its execution in whole or in part.
This will be done by notification without the need for further notice of default or judicial intervention, and without the Company being liable for damages, without prejudice to any other rights the Company may have.
As soon as any of the circumstances mentioned above occurs, all claims for payment, due or not, refinancing quotas or any other obligation that the Company has towards the CLIENT will become due and payable immediately.
The exchange documents or, failing that, any other formal document of payment stipulated for the payment of the contractual obligations contracted between both companies must be sent to the Company at the time of issuing the invoice. Delay in delivery is considered a breach of contract.
The Company may pass on to the Client any surcharges, countercharges and penalties imposed on it as a result of any failure on its part.
2.11 Reservation of dominion. The COMPANY will continue to be the owner of all material or products supplied until the complete reception of the agreed payments, being able to withdraw them in the event of the first failure of the client, without the need for the client's consent.
2.12 Compensation. The Company has the right to compensate any sum owed by the CLIENT (understood as all the companies that form part of the same group as the Buyer), against any sum payable to the CLIENT.
3.1. The Supplier undertakes to deliver the goods purchased in accordance with the provisions of the Order and the applicable laws and regulations.
3.2. The Supplier must deliver all the documentation required by the customer in the Order, in time, form and quantity, as well as any other information or document of any kind that may be necessary in accordance with the current regulations applicable to the purchase.
3.3. The Supplier must comply with all the provisions in force at any given time, especially those of a labour, social security or tax nature, as well as those relating to the environment, health and safety and the prevention of occupational hazards, and shall be obliged to accredit compliance with these provisions in the manner and within the time limits established by the company.
Likewise, the Supplier must comply with the internal regulations and practices of the company that are applicable to it by reason of the Order.
3.4. The Supplier guarantees:
That all the goods or products purchased are his full property, of first use, made with materials or products of the required quality and that they comply with safety and environmental requirements, meet the specified quality and, where appropriate, are suitable for use.
That the goods or products purchased are free from any charges or encumbrances or other rights in rem, embargoes, restrictions or conditions on them and that no restrictions on the free transfer of the goods or products are placed on the Supplier or on the goods or products.
That the goods or products comply with the specifications agreed by the parties, as well as the fulfilment of all the conditions set out in the Order and that they are free from any defects, visible or hidden, whether due to materials, workmanship, design or manufacture.
That it holds the intellectual or industrial property rights in relation to the goods or products that are the object of the purchase or supply or, where appropriate, that it has the necessary licences for their manufacture or sale, with the expenses and costs arising from these being its responsibility.
They shall be borne by the Supplier within the warranty period and the Supplier shall be obliged to carry out all repair, amendment, reconstruction, replacement, rectification and correction work on the goods or products purchased.
The Company may pass on to the Supplier any surcharges, chargebacks and penalties imposed on it as a result of any failure on its part. It must comply with specific environmental measures and guarantee the quality of the materials it works with.
They must apply the principles of preventive action set out in Law 31/1995 on the Prevention of Occupational Risks.
Inform their own staff of the measures to be adopted with regard to their health and safety, in accordance with the provisions of Royal Decree 1215/1997.
Communicate to the prevention service the hiring of workers who are especially sensitive to certain risks and minors. Have the necessary training to handle specific machinery and/or materials.
Have contracted civil liability insurance at their own risk, and must provide the company with proof that the coverage includes the period of service provision.
To adapt to the deadlines to which they have committed to provide the service, being directly responsible for any delay in them, the company being exonerated in this respect from any responsibility in this regard.
If during the monitoring carried out by the company it is observed that the obligations of the contract or subcontractor or the agreed levels of quality have not been met, the contract or subcontractor will be obliged to adopt the necessary corrective measures, otherwise it may lead to the cancellation of the order or contract by the company and/or to the contracting by third parties for the performance of the services, the latter having to pay for the contract or subcontract.
The company may pass on to the contractor or subcontractor any surcharges, chargebacks and penalties imposed on it as a result of any breach by it. It must comply with specific environmental measures and guarantee the quality of the materials it works with.
"Force Majeure" means, for the purposes of this contract, the existence of any contingency, circumstance or cause that is beyond the control of the party invoking it, including but not limited to the following circumstances imposition or submission to a law, regulation, decree, order or request from any authority (national, state, autonomous, provincial or municipal), confiscation, riot, war, disturbance, fire, flood, earthquake, storm, explosion, strike, lockout, machinery or factory stoppage, inability to obtain raw materials, equipment, diesel fuel or transportation. If due to Force Majeure either of the Parties is unable to comply with any obligation under this Contract other than that of payment of the price, said party shall be exonerated from compliance with the Contract provided that it notifies the other party, indicating the beginning and nature of the situation of Force Majeure. The Party invoking Force Majeure shall send immediate notification after the end of the cause of the Force Majeure.
The Company shall not be liable to the CUSTOMER for any loss or damage arising from the failure to comply with or fulfil its obligations in full or on time due to Force Majeure. This clause is applicable to the Company and its plant, and to the CUSTOMER and its plant. Nevertheless, the previous paragraphs of this article, if the CLIENT is affected by the Force Majeure, he will not be relieved of any of his obligations to accept and pay the shipments made prior to the receipt by the Company of the written notification from the CLIENT of the situation of Force Majeure; neither will the CLIENT be able to invoke the cause of Force Majeure to delay the payment of the amounts due. If there is a cause of Force Majeure, the Company will have the right to distribute, in the manner it considers reasonable, the quantities of useful products among its CUSTOMERS and its own requirements.
All notifications, modifications and communications by the Company to the CLIENT will be considered effective for all purposes when they are made by sending a letter by post to the address indicated by the CLIENT, by e-mail, sms, mms, fax, whatsapp, communication by telephone call to the address or number indicated by the CLIENT or, failing that, to the number owned by the CLIENT or its representatives.
To this effect, the CLIENT declares that all the data provided by him/her are true and correct, and commits himself/herself to communicate to the Company all the changes related to his/her address, collection data and all kind of information necessary for the management and maintenance of the contractual relationship between the Company and the CLIENT.
These conditions shall be considered independent and, if any of them, in whole or in part, is rendered ineffective by the parties by express written agreement or is invalid for any reason, the rest shall retain their validity in full force and effect.
These General Conditions shall be governed by and interpreted in accordance with Spanish law in all matters not expressly provided for therein. Likewise, with regard to the law applicable to transactions carried out by CARPINTERIA AMOEDO S. L. the parties agree by accepting these general conditions of contract, the express submission to Spanish law.
The parties undertake to resolve any disagreement that may arise in the course of this contract in an amicable manner.
If an amicable solution is not possible, and a dispute arises, the parties, renouncing any other jurisdiction, undertake to submit all disputes, litigation and disagreements arising from the contract, whether in its compliance, interpretation or execution, to the Court of the Association for Commercial Arbitration "TAM" in Pontevedra, within the framework of its Regulations, to which the administration of the arbitration and the appointment of the arbitrator or arbitration court is entrusted, being obliged from now on to comply with the arbitration decision. As regards the law applicable to the dispute, the parties expressly submit themselves to the Spanish legal system by means of these general conditions of contract.