The present General Selling Conditions (hereinafter "GSC") will govern all contractual relationships between REPOL S.L and its customers (hereinafter "the customer") arising from all sales of its engineering plastic compounds (hereinafter "the product" or "the products") placed by the customer and accepted by REPOL S.L.
The customer fully accepts these GSC when placing an order for products from REPOL S.L, and acknowledges having prior knowledge of those, since they were made available to him in advance. Furthermore, these GSC are published the web of REPOL S.L www.repol.com
The GSC exclude the application of all general purchasing conditions applicable to the customers.
The orders for products will be governed, therefore, by these GSC, which may be complemented by the particular conditions which may be agreed on by REPOL S.L and the customer. These conditions shall prevail over the GSC if and when REPOL S.L has accepted them in writing.
2. ORDER PLACING
The customer will submit REPOL S.L the orders for products in writing (e-mail), specifying type, quantity (for "closed" orders) and delivery date requested, as well as the reference of REPOL S.L, when applicable.
The order must be accepted by REPOL S.L so that the selling agreement for the products is considered updated and binding. REPOL S.L will inform the customer on the acceptance of the order within the following 7 days after order reception. If there is no reply after this period, the order will be considered rejected. Once an order is accepted by REPOL S.L, the customer will not be able to make total or partial cancellations unless specifically agreed on with REPOL S.L.
The order will be considered closed when the customer specifies the concrete quantity of products to be provided by REPOL S.L for the fulfilment of the order, as well as the estimated date. The order will be considered "open" when the customer provides REPOL S.L with a concrete period of time or global consumption forecast. The quantities indicated will only have an estimated value. In the case of "open" orders, the subsequent days and quantities to supply will be specified successively through "notes" issued by the customer and accepted by REPOL S.L.
REPOL S.L. has no obligation to accept orders and, therefore, reserves the right to reject it, without this leading to any responsibility whatsoever.
The delivery dates of products Will have an estimate or approximate character, and will not be deemed as essential conditions unless specifically agreed on in the particular conditions mentioned in 1.3. Therefore, REPOL S.L will not be held responsible for any delay whatsoever in delivering the products.
In any case, REPOL S.L will strive at fulfilling and supplying all the orders within the time periods agreed on with the customer, as long as both resources and capacity production at the plant so allow. Likewise, REPOL S.L has the right to partially deliver the order, each partial deliver accruing the corresponding payment liability on the customer.
REPOL S.L. will deliver the products in the place and under the ICC Incoterms® regulations in force at each concrete time, in accordance with the agreements stated in the sales contract. The risk, the responsibility in freight and the insurance, as well as the point of delivery will be regulated by the ICC Incoterms® previously agreed on.
Lack of agreement in this respect will result in the goods being sold under the terms and conditions stated at Incoterms 2010 "Ex Works" and at REPOL S.L plant.
Regarding the ownership of the products, in the case of nothing specific being agreed on, General Condition 5.7 will apply.
4. COMPLIANCE AND COMPLAINTS
Compliance by the customer, regarding the quantity of products delivered in a concrete order, will be expressed by signing the corresponding delivery note in the same moment of delivery. If the customer does not file a complaint on a possible quantity defect the very same moment he receives the products, REPOL S.L will not accept any responsibility on the matter.
The client will examine the products as soon as possible after reception, in order to check conformity with the type of product that was ordered and with the lack of defects, whether apparent or hidden. In any case, after receiving the products, the client will have 24 hours para claim REPOL S. L for any difference in the products ordered and those actually received and for any potential defects. Should a client detect an internal defect in the products, he will have 30 days after reception to claim REPOL S.L for those defects.
REPOL S.L. will not admit any complaints received after the above-mentioned periods of time. If the complaint by the customer is justified and received timely, REPOL S.L will only be held responsible for the substitution of the faulty products and will not be held responsible for any other damage for the customer arising from delay or not delivering the products, particularly loss of profit and / or profit or production losses, as agreed on in clause 6.
The eventual substitution of the products will not involve the return of the non-conforming product, unless expressly stated by REPOL S.L.
If there is a delay in the reception of products for reasons attributable to the customer, REPOL S.L will have the right to store the products on behalf of the customer in its premises or those of a third party.
5. PRICE AND PAYMENT TERMS
The selling prices for products will be fixed in all offers submitted by REPOL S.L to the customer, or in the particular conditions agreed on between REPOL S.L and the customer. All corresponding taxes will be added.
Prices include all duties attributable a REPOL S.L (packaging, shipping, tariffs, taxes, transport costs in force the delivery date, etc.) to better supply the products in accordance to what stated in General Condition 3.3.
REPOL S.L. may modify the prices of products at any time. The increase in prices will not affect those current product orders which have been preciously accepted by REPOL S.L. If the customer placed an order with an incorrect price, REPOL S.L will let the customer know and provide the correct price for the product. If necessary, REPOL S.L will accept the new order, as long as the customer provides express confirmation (with the correct price) within two working days.
The customer will pay the price for every product in accordance with the conditions agreed on with REPOL S.L within 60 days since the invoice is issued by REPOL S.L, which will not differ from the product shipping date.
In the case of total or partial default of the price of an order, on the due date, and in accordance to Law 3/2004, 29 December, Article 5, the overdue and not paid amount will yield los corresponding accrued interests with no prior notice form REPOL S.L. All potential return costs will be on account of the customer. Furthermore, REPOL S.L will have the right to discontinue or cancel all the outstanding deliveries as long as the order whose amount is past-due and claimable is paid, and also to require advance payment for all new orders.
REPOL S.L. may freely fix a credit cap for each customer and constrain the deliveries to the not exceedance of this limit or to the presentation of a sufficient payment guarantee. In case of total or partial breach or of mere delay in payments, REPOL S.L. will have the right to get back those goods which have not been paid or to claim the corresponding amount. In both cases, REPOL S.L may claim damages.
REPOL S.L. reserves the property right of the products which have been sold until the customer has totally and effectively paid all the amounts invoiced. Therefore, the customer will be a mere depositary of the products until he pays the amounts invoiced, notwithstanding his responsibility arising from delivery and transfer. If the products REPOL S.L is still the owner of are processed, combined or mixed with other products, REPOL S.L will become the owner of the new product (hereinafter "the new product") in a percentage resulting from dividing the final price of the products invoice (VAT inclusive) over the total value of the new product (that is, the price of the other products at the moment of processing, combining or mixing plus the above final price of the products invoiced (VAT inclusive). The new product shall be subject to the same terms governing the present Condition. The client will use the new product as long as he fulfills his obligations to REPOL S.L properly and on time, and will transfer REPOL S.L, at the latter?s request, the credit rights arising from the re-selling of the new product as a guarantee and in the concept of the corresponding ownership portion.
The customer has the overall responsibility for the use or function of the product supplied by REPOL S.L. The client will not have the right to return the products and claim for the price paid. All technical support provided by REPOL S.L, whether it be written, oral or through essays before, during or after using the product is provided bona fide, but with no specific guarantee. The assistance provided by REPOL S.L does not free the customer from his obligation to test the product supplied to determine whether it is suitable or not for the processes and uses it is intended for.
REPOL S.L will not accept any responsibility whatsoever for damages caused by defects in products, except when the law in force states the contrary. Moreover, REPOL S.L will not accept any liability whatsoever for losses or incidental damage, indirect or consequential, loss of profit, profit or production losses or risks in product development.
In any case, if REPOL S.L had to take responsibility for any damage suffered by the customer, this responsibility will be limited to the amount of the product which caused the damage, unless a law in force imposes REPOL S.L to pay a higher amount. Moreover, the customer will not have the right to claim REPOL S.L for any damage taking place after one year, from the date the risk of the products was transferred to the customer, in accordance to what stated in Condition 3.3 above, unless laws in force state the contrary.
The customer will be held responsible for damages in front of his staff or other third parties arising from incorrect storing, keeping, handling or transforming the products. In particular, but not limited to, when the indications, warnings or instructions provided by REPOL S.L to that respect have not been observed.
REPOL S.L. will not accept any liability whatsoever to third parties for non-observance of the regulations applicable to chemicals on behalf of the customer. The customer will hold REPOL S.L harmless from all responsibility for claims, damage arising, directly or indirectly, from the non-observance of the obligations undertaken by the customer under their contractual relationship.
7. FORCE MAJEURE
REPOL S.L. will not be held responsible for breach or delay in the fulfilment of his duties to the customer, if those were originated by force majeure affecting not only REPOL S.L, but also his suppliers or forwarders, including strike, other laboral or industrial contingencies, lack or impossibility to obtain raw materials, etc. If the force majeure lasted for more than two months, both REPOL S.L and the customer will have the right to deem all the current orders cancelled, with no compensation for the customer.
8. APPLICABLE LAW AND JURISDICTION
All the contractual relationships between REPOL S.L and the customer are governed exclusively by the Spanish law.
Any claims arising from the contractual relationships included in this GSC document between REPOL S.L and the customer are subject, with an express waiver of any other jurisdiction, to the tribunals and courts of the city of Castellón.