1.- General

 

All products manufactured or supplied by REPLASA are sold exclusively under the conditions listed below. The placing of orders for those products or the acceptance of our offers implies the express acceptance of these conditions by the applicant or acceptor. The term “products” means all products supplied by our company to the CUSTOMER under the business transaction which these conditions are part of.

Our offers are binding upon acceptance by REPLASA of the CUSTOMER´s order.

 

2.- Prices and payment

 

Prices, Incoterm, term of payment, way of payment and the products description of each transaction shall be those contained in the offer for sale submitted by REPLASA.

 

Said offer for sale may include a possible change in the price due to the corresponding variation in the price of raw materials.

 

REPLASA shall be entitled to issue the invoice when the Products are ready for dispatch.

 

Non-payment of any REPLASA´s invoice by the CUSTOMER shall entitle REPLASA to suspend subsequent deliveries of Products.

 

3.- Transfer of ownership – Retention of title

 

Ownership of the Products shall be transmitted to the CUSTOMER once the price of the Products has been paid. Until then REPLASA shall be the owner and holder of the Products.

 

If the CUSTOMER is declared bankrupt or goes into similar insolvency proceeding, it shall immediately inform the authority governing the bankruptcy proceedings on this retention of title of REPLASA´s Products, and shall also immediately inform REPLASA on said proceedings.

 

The CUSTOMER shall use its best efforts so that REPLASA may regain possession of the Products.

 

4.- Orders and delivery

 

No order shall be binding to REPLASA until REPLASA has accepted it in writing, being electronic mail sufficient.

 

REPLASA shall inform the CUSTOMER about its acceptance or non-acceptance of the order in writing within 10 working days at REPLASA´s domicile from the date of receipt of the order. However, REPLASA will do their best to answer the CUSTOMER as soon as possible.

 

REPLASA shall not be able to reject an order unless it considers that it is inconsistent with the offer submitted or due to any reason beyond its control such as strikes, lockouts, trade disputes, lack of stock, shortage of raw materials or components, acts or restrictions of governments, a significant increase in the prices of components, or any other cause of force majeure.

 

In case of delay in the delivery of products for reasons beyond REPLASA´s control mentioned above, said delay shall not be attributable to REPLASA and REPLASA shall not be liable for any potential damages incurred.

 

Any technical modification or variation of the quantities of ordered products requested by the CUSTOMER must be agreed with REPLASA.

 

The CUSTOMER shall not be able to cancel firm orders.

 

Regardless the Incoterm agreed, in each shipment REPLASA will commit to an approximate dispatch term at REPLASA´s facilities to be counted from the acceptance of the order, and therefore REPLASA shall not be liable for any delay in the transport or removal of the products.

 

The delivery of the Products shall be understood to take place when they are made available to the CUSTOMER, regardless whether the CUSTOMER withdraws them or not.

 

Before each delivery REPLASA shall issue a notice to confirm availability in order to inform the CUSTOMER that the products can be removed.

 

In the event the CUSTOMER does not withdraw an order REPLASA shall be entitled to store it (the CUSTOMER shall bear the storage costs and the Products shall be under its responsibility and risk) or to sell it to a third party.

 

All indications included by REPLASA in its offer related to quantities or weights, or descriptions in brochures or samples are approximate, although they shall be done in the best possible way, and are not binding in this respect.

 

5.- Claims and liability

 

The CUSTOMER must notify the alleged defects in the Products within three months from the date of delivery of the order.

 

With respect to claims for allegedly defective products supplied by REPLASA, REPLASA shall only be responsible for supplied Products when it is proved that the defects were caused by REPLASA´s negligence. By no means shall REPLASA accept liability for damages or costs resulting from the handling, storage or any other improper action carried out by the CUSTOMER or a third party.

 

The CUSTOMER shall only be entitled to deduct amounts for claims for defective products once REPLASA has accepted the defects and the amounts.

 

When faults or damages to the Products that have not been found after a diligent inspection at the time of receipt are nonetheless discovered, the CUSTOMER shall immediately inform REPLASA at the time of its finding, stopping at once any processing, handling or use, and always within a maximum period of three months after delivery of the Products.

 

In the event of a claim within the three-month period that has been accepted by REPLASA, REPLASA shall be entitled to choose either to repair the fault, to provide new material, or to make the appropriate discount.

 

In the event that the goods have been resold, processed or used by the CUSTOMER, REPLASA shall only be entitled to choose either to supply new material or to make the discount.

 

If the CUSTOMER would not grant REPLASA the possibility to immediately check the faults or damages to the goods, the former will drop all its rights of claim.

 

REPLASA´s liability is limited to the price of the defective product and does not include labor costs or the value of the finished product.

 

6.- Confidentiality

 

Confidential information shall be the information submitted by REPLASA to the CUSTOMER that REPLASA reports confidential. It will also be confidential information the information which by its nature and content should be reasonably understood as confidential.

 

The CUSTOMER shall not disclose confidential information to third parties without the prior express consent of REPLASA.

 

7.- Trade-marks

 

REPLASA owns the following trade-marks in the European Union:

 

DECORPLATE

INOXPLATE

LAMIPLATE

ACQUAPLATE

ASTRAPLATE

ALUPLATE

REPLASA METALPLATE +

STARPLATE

 

With the commercial transaction which these conditions are part of, REPLASA only assigns the use of the trade-marks, and REPLASA shall at all times remain the owner and holder of the same.

 

The CUSTOMER shall not be entitled to use REPLASA trade-marks without the prior written consent of REPLASA, or use similar trade-marks or names, or those that could lead to confusion with REPLASA trade-marks.

 

The CUSTOMER shall not be entitled to make or authorize any reproduction of any part of the Products, or the designs or brochures related to them, without the prior written consent of REPLASA.

 

The CUSTOMER shall take all necessary steps to (i) secure and protect REPLASA trademarks in connection with the Products, (ii) respect said REPLASA property rights, and (iii) cooperate with REPLASA in taking any measures required to defend said rights.

 

8.- Arbitration

 

For the final resolution of differences arising from the construction or execution of these conditions, the parties submit to the arbitration of the Navarre Chamber of Commerce, Spain, in accordance with the provisions of the Regulation of its Court of Arbitration.

 

Alternatively, International Chamber of Commerce of Paris with headquarters in Barcelona, and thirdly, International Chamber of Commerce of Paris in Paris.