STANDARD TERMS AND CONDITIONS OF SALE - PRODUCTS & SERVICES
In these standard Terms and Conditions of Sale, "Seller" or “Unirain” means UNIRAIN, S.A. and "Buyer", “Customer” or “Client” means the person, firm, company or corporation by whom the order is given.
2.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.
2.2 These Terms and Conditions of Sale, as The Contract, shall become effective only upon the date of acceptance of Buyer's order on Seller's Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the "Effective Date"). If the details of the goods, prices or conditions described in Seller's previous quotations or offers differ from those set out in the Seller’s Order Form the latter shall apply.
2.3 No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.
2.4 Unirain reserves the right to modify the manufacturing process of its products and change its technical data and performance parameters if those modifications and changes correspond to the technical progress and improvements thereof. Unirain shall report sufficiently in advance on any possible modifications or discontinued products.
3. Quotations, Offers and Promotions
3.1 Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.
3.2 Prices are firm for delivery within the period stated in Seller's quotation and are exclusive of Value Added Tax and any similar and other taxes, duties, levies or other like charges arising outside Spain in connection with the performance of the Contract.
3.3 Prices (a) are for Goods delivered EXW (Ex works) Seller’s shipping point, exclusive of freight, insurance and handling unless otherwise stated in the Seller's order confirmation.
3.4 All offers are made on the basis that the entire amount of goods offered is requested, otherwise Unirain reserves the right to review the offer and adapt it.
3.5 The products that appear on our website or technical bulletins and their references or prices may vary when the Customer receives the Seller’s order/offer confirmation. The Customer can check their past orders at any time by visiting their account created in the Unirain website.
4.1 Unirain makes updated product pricing information available to all its customers through its website. Prices and specifications are subject to change without prior notice, as long as there is no particular contract with the customer that provides for a clause in this regard.
4.2 The values indicated in the quotations will be in Euros and do not include the costs of freight, insurance, installation or direct or indirect taxes, customs charges or other charges associated with the purchase, sale, export or import of the goods.
4.3 All prices of products offered by Unirain to the Customer in quotations, offers, orders, delivery notes or invoices are prices under EXW (Incoterms 2010) Dos Hermanas, Sevilla, Spain. Unirain guarantees the price stated in a tender until the closing date indicated in it.
4.4 To confirm a quotation (offer, proforma invoice or Unirain order), the Customer will send the agreement of the document (as a confirmation) and will verify the reservation of the material for 30 days maximum. If this period lapse, the products would be released and available for sale. If the Customer does not have credit the payment must be made before the document expires understanding this payment as the confirmation of the offer.
4.5 If the Customer is up to date in the payment of his invoices, and once the order has been confirmed, Unirain will prepare the order according to the deadlines previously agreed in the order.
5. Payment terms
5.1 The payment of the invoiced price must be made in accordance with the payment terms agreed with Unirain and respecting the due date of the document, unless other conditions are specified or there is a prior agreement/contract. If the delivery of the order suffers alterations due to reasons beyond Unirain, this fact would not be a valid cause to delay the payment of the order.
5.2 The customer must make the payment by bank transfer, to the Unirain account directly in Euros. For foreign clients whose currency of payment is different from the Euro, the customer will have to determine the amount to be transferred according to the change that applies on the day of payment (before the invoice expires or in the case of advance payment when the order is confirmed) for the currency in which the debt is quantified, Euro.z/p>
5.3 Unirain reserves the right to charge interest for delay and costs associated with the collection management on any outstanding invoice, not paid at the agreed maturity, wich will be added to the active debt of the Customer, in accordance with applicable law.
5.4 If the Customer does not pay on time, Unirain may suspend its outstanding deliveries, disregard future material requests or initiate any action for recovery.
5.5 In the event of early termination of the contract, for any reason, the Customer shall be obliged to pay immediately for all works performed and products supplied, as well as to pay damages to Unirain.
5.6 If the Customer terminates the contract unilaterally, without notice, and without causes of breach of contract by Unirain, returning the material to the Seller, the Customer shall bear the costs arising from such return and Unirain shall reserve the right to charge the handling, packing and transport costs to the Customer.
6. Delivery time
6.1 In the event that there is any variation in the delivery times of the orders or their status/composition, compared to what was agreed in the confirmation of the order, Unirain will keep the Customer promptly informed of these changes.
6.2 The supply of products may be carried out in several deliveries if the Customer so requires in its order and has been previously accepted by Unirain. For special price offers by quantity the shipment of the material will be made in a single delivery unless partial deliveries of the order have been negotiated in advance and so stated in the document.
6.3 Unirain undertakes to comply with all delivery terms agreed with the Customer, however, these may be modified by Unirain for production reasons, in which case it must inform the Customer as soon as possible. If the Customer knows and accepts this situation, this circumstance will not generate any right to demand any penalty nor will it be sufficient cause for the termination of the contract.
7. Transport of goods
7.1 Transport costs are not included in the price of the product. Unirain sells its products under EXW conditions (Incoterms 2010) so once the materials supplied leave its warehouse the Seller will not be liable for any loss, damage or delay in delivery of the products, or any other circumstance occurring during transit, the buyer being responsible for the costs of cargo, transport, customs, taxes and other charges arising from the shipment of the material, unless other sales conditions have been agreed upon in the order.
7.2 If, at the time of delivery, obvious damage is detected on the packaging or on the product itself, the Customer must state this in the delivery document he signs with the carrier, otherwise no such claims shall be admissible. Likewise, Unirain will not accept any liability for any damage or loss caused by the packaging of the products unless notified in writing and reliably by the Customer within ten days of delivery supply and after inspection by Unirain.
7.3 In the shipment or delivery of an order is delayed because of the Customer or because of the customer’s wish, for a period of more than one month from the date on which material was prepared and available in stock, the Customer may be invoiced for storage costs incurred until their actual delivery.
8. Title and Risk
8.1 The Customer is responsible for all risks associated with the purchase of the order from the moment the delivery is made to the forwarder.
8.2 In the event that the Customer does not accept the receipt of the goods without just cause, the Customer shall be responsible for all the damages caused by this action.
8.3 Unirain reserves the right of ownership of the product until the Customer has paid the order, even if the goods have been delivered, automatically acquiring the right to ownership of the asset with payment of the total amount. Also from the moment of delivery of the material the Customer assumes the risk of its loss or deterioration.
8.4 If the payment is not received by the invoice’s due date and the Customer has sold the product or part thereof to a third party, the Customer shall be deemed to have acted as Unirain’s agent, making the sale on behalf of Unirain and must account for the sale in a separate account, and immediately paying the amount obtained from that sale to Unirain, as the owner of the product sold.
9. Guarantee of Quality and Operation
9.1 Unirain guarantees its products to the Customer, against material and manufacturing defects, for a period of two years from their original sale, from the date of issue of the commercial invoice, where the material has been used under normal conditions of use and service. Unirain assumes no responsibility for assembly, disassembly or repairs performed by unauthorized personnel. This warranty is limited to the replacement or repair of defective parts. Unirain shall not be liable for crop damage or other consequences that may result from any defect in the products covered by this guarantee.
9.2 This guarantee is given in lieu of and cancels all other guarantees, explicit or implicit, including those of marketing or of any other kind that are liable to Unirain and are included in its Guarantee Terms.
9.3 In the event that the Customer detects defective products, it must notify Unirain within a maximum period of 30 days from its receipt, in writing and in a reliable manner, specifying at least the serial number of the product and a brief description of the defect, as reflected in the Terms and Conditions for Claims-Returns of Unirain.
9.4 Once confirmed by Unirain the existence of defective products (whether materials, or services), these will be repaired or replaced, at Unirain’s option, free of charge, always within the warranty period indicated and according to the Terms and Conditions for Claims-Returns of Unirain. Parts subject to wear are excluded from this warranty.
9.5 Repaired products have the same warranty period, but liability is limited to repaired parts/functions.
9.6 Once a product has been reviewed, if it is determined that it is working properly or that the cause of the malfunction is external to the product itself, it will be returned to the Customer at the appropriate ports, together with labour charges for verification.
9.7 Technical information and documentation of current Unirain products can be downloaded by the Customer from the Unirain Website.
9.8 This warranty shall not apply if the Customer, or a third party, has made modifications, repairs or manipulations to the products supplied.
10. Return of the products
Unirain may accept product returns from the Customer provided that they meet the following criteria:
- Only standard and reusable products are accepted for return, not products made to measure or with special specifications, nor spare parts or wear materials.
- Returns are only accepted within three months of receipt of the product, counting from the delivery date of the Delivery Note issued by Unirain and delivered to the forwarder.
- When the Customer requires the return, the product must be referenced with Order Number and/or Delivery Order Number and/or Invoice Number in which the product was purchased.
- Returned products must meet the acceptance criteria and the product will be in its original packaging, sealed and unused. In case of manipulations or without the original packaging will not be admitted and Unirain will not refund the cost of the product.
- If the acceptance criteria are met, after its review, Unirain will send to the Customer a credit memo for the amount of the returned material.
- The consignments caused by the return of the products to Unirain are in all cases at the expense of the Customer.
- In those cases where, having received the returned product, the acceptance criteria are not met, Unirain will proceed to inform the customer and request his confirmation to return the product with the shipments at the expense of the Customer or to proceed to its disposal.
11. Liability limitation
11.1 Unirain is released from any liability for loss or damage arising from factors or causes not attributable to Unirain.
11.2 Unirain shall be liable for product defects provided that the Customer has notified Unirain of the defects within the warranty periods specified above. Liability is limited to carrying out the necessary reparis to our facilities and/or delivering alternative goods.
11.3 Unirain is not liable for loss of profits or other resulting damages, whatever the cause of the loss.
11.4 Unirain’s maximum liability shall be the amount of the goods and/or services supplied, as provided for in these Terms and Conditions, and shall therefore not assume any additional liability.
12. Liability for external circumstances
Unirain shall not be liable for any breach of these Conditions due to a cause beyond his control.
13. Intellectual and Industrial Property
By accessing, consulting or using the Website, the user agrees to comply with the terms and conditions set forth in the Terms and Conditions of Use of the Website, located at the bottom of the Website, where the Ownership, Trademarks, Licenses and other concepts where binding on the correct use of the Website and the use of Unirain’s products and services are detailed.
14. Partial revocation/invalidity
if any of the clauses of these Terms and Conditions are null and void, such declaration shall not invalidate the remaining Terms and Conditions, which shall remain in force and effective. The null clause or clauses must be replaced or integrated with other clauses that, being in conformity with the law, correspond to the spirit and purpose of those replaced.
15. Applicable Law and Jurisdiction
These conditions, their application and their interpretation, shall be regulated by the Spanish or Autonomous Law to which Unirain belongs according to the regulations in force.
The language will be Spanish.
The parties undertake to settle amicably any dispute that may arise over the present conditions. In the event that an amicable solution is not possible, and a legal dispute becomes appropriate, both parties agree expressly renouncing any other jurisdiction that may correspond to them to be subject to the jurisdiction of the courts of the city of Seville, Spain.
16. Data Protection and Confidentiality
By accessing, consulting or using the Website, the user is informed of the Privacy and Cookies Policy located at the bottom of this same Website, where the user will find all relevant information regarding the processing of his personal data, his rights and Unirain’s Cookies Policy.