The contracts and orders concluded with the company Ibáñez Extrusoras SL (IE henceforth), shall be ruled by the presents sales terms and conditions (TCS henceforth). Any possible modification, even partial, will need to be additionally agreed in writing. Therefore any other purchases & sales terms and conditions will be void for contract duties and legal binding if not previously accepted by IE. The customer will be considered informed about these TCS when be delivered attached with the quotation and / or notified through the web page of IE. These TCS will be considered fully accepted when the customer places the order to IE without rising any written objection.
2- Intellectual property
The drawings, technical documents and software related to the product manufactured by IE and submitted to the customer belong to IE and / or his suppliers. This information may not be used for any other purpose than that for which they were provided without IE permission, nor copied neither given to thirds parties.
3- Contract Scope
The contract scope will be that specified by IE through its quotation and order acknowledgment. No further services could be claimed as involved in the contract if it does not include them. Brochures, catalogues, prices lists and any other marketing material only are indicative information and as such, are not binding for the vendor. The quotations and sales proposals formulated by IE will have a validity of 30 days from the date of emission. Later on without the customer approval, they will automatically loose its validity. Technical specifications about the features of the machinery delivered by IE only will constitute a liability for the vendor when those are stated in the previous quotation and order acknowledgment. It shall not be included free of charge, any service like machinery start up, staff training, production advice, etc. if it is not specified in the order acknowledgment.
Unless otherwise indicated, contractual prices are intended EXW (Incoterms 2000) IE, excluding packaging costs, insurances and VAT (value added tax), in EURO currency. After the order acceptance, the price and payment conditions shall be considered fixed unless additional agreement. Whether the buyer does not fulfil his payment duties agreed in the contract, IE shall be entitled to delay or / and cancel the delivery of the goods and services. Any complain stated by the buyer to IE should be attended swiftly and diligently by the IE staff, but this will not be accepted as a reason to delay or cancel the pending payments.
5- Terms of delivery
The delivery time shall begin the moment the down-payment is received and / or confirmed the irrevocable L/C payable at sight, opened in the name of IE in a major Spanish Bank and confirmed by the same Bank. The delivery time shall be linked with the proper shipment of the documentation required to the customer like the lay-out of the machinery, electrical cabinets location, pipes cable-trunking location, etc, within the agreed timing. The customer delays in fulfilling his contractual duties could bring a delay with the delivery of the IE equipment, and even could be a reason to cancel of the order. IE shall be able to delay the time of delivery without contractual consequences, when it was due to Major Force like floods, earthquakes, transportation strikes, etc, as disposed in the 1.105 article of the Spanish Civil Code. Delivery will be intended as effected by IE at all effects, when IE has sent the equipments to the buyer or to the forwarder or to the haulage company. IE does not accept any penalty for delaying the delivery unless explicit statement. In this case it will not exceed the 5% of the contract value.
6- Order cancellation
The order could be cancelled in the next situations:
- Under the customer willing, through a formal notice to IE, two months or more before the forecasted delivery, and with a penalty of 20% of the order value.
- By IE decision if the customer is got involved in bankruptcy or is going into liquidation. Then IE shall be entitled to retain the 15% of the down payment to compensate the engineering costs.
7- Customer duties
The customer shall provide all the supplies and services no specified in the IE quotation, like for instance: projects, permissions and legal licences, electrical and pneumatic main line with its full protection, civil works, crane services to unload and assembly the machinery, right lighting and safe working conditions over the working area, plastic raw material to make the test and start up of the machinery delivered by IE, etc. The client is obliged to put qualified staff to operate the machinery and equipment delivered by IE, in the commissioning period when this staff shall receive the technical training, and later through the full operational life of the machinery. It is as well a customer responsibility, to provide a proper coordinator with the IE staff, able to follow the technical explanations, electrical and mechanical drawings, pipes layouts, operating manuals, in order to may solve most of the more common problems which couldappear in the process. IE strongly advices to the customer to acquire the recommended spare parts and its staff to follow a proper training with the equipment to avoid down times and damages.
8- Safe working conditions
The customer is the responsible that all the enterprises participants in the machinery assembly and start up, fulfil all the safety regulations according with the local legislation of the country. The customer will provide to the IE staff adequate working conditions, like temperature, personal safety, transports, etc. Otherwise, IE is entitled to postpone temporarily the assembly, take back home his staff and even to cancel the commissioning, with no contract responsibility for that. Further more, the customer should compensate the expenses for that reasons. IE delivers with his machinery and equipments the CE declaration of conformity which is related to the proper operation of safety devices, emergency stops, etc, which must be kept operational by the customer through the entire life of the machinery.
9- Machinery reception
It is a customer duty to do the reception of the machinery and equipment sent by IE with or without acceptance trials, within 15 days since the start up (if ordered) or within 60 days since the delivery, with the full approval and acceptance of the Product or pointing out the defects found in the acceptance protocol. IE shall answer within a week indicating if the solution of those defects corresponds to IE, and shall send to the customer a plan to mend them. Alter that, the machinery will be considered fully delivered and accepted by the customer. Then will start the warranty period. When the customer declines to be present in the trials, the IE staff shall fill the acceptance protocol. Anyway, the machinery shall be considered accepted after 30 days running without any written claims from the customer.
IE warrants the proper operation of his machinery and equipments for 12 months. This period starts when the machinery is commissioned or after 3 months of vendor delivery. Warranty covers the replacement of defective materials and labour cost but not travelling and accommodation expenses, which shall be paid by the customer. The application of the guarantee service extends the warranty period of the faulty components by 6 additional months. It shall be excluded of warranty the damage due to natural wear out by service, misuse of the machinery or equipments, repairs made by operators beyond to IE, unsuitable environment and /or working conditions. When the IE staff be required to provide technical assistance, it shall be applied the current fees for technical service if it is not covered by the warranty. IE shall not accept any charge from thirds parts that could perform any role in repairing and / or maintaining its machines. Further more, this intervention could make void the warranty.
11- Liability limits
It is IE responsibility the direct damages that could come from the negligent behaviour of its staff and / or breaches in the contract fulfilment, but shall not have any liability by indirect damages like, among others, income loss due to machine stops, tares increases, energy waste, loss of contracts, etc. In any case, the highest liability of IE shall be limited to the total value of the order.
IE shall be bound to keep confidential, for ten years since the order date, and to do not disclose without written authorization, the data provided by the customer related with the quotation, order and supply. More over, IE has the commitment to use these data only to improve the service given to its client.
13- Staff trips
When the order involves assembling and / or commissioning by IE staff in the client facilities, the following regulations shall be applied:
- When accommodation and feeding be provided by the customer, this will be of middle / high quality near of the working place, with proper transportation means from and to the hotel.
- The IE staff is not obliged to carry working days longer than 10 hours per day, neither to work or travel in holidays and Sundays.
- The company IE shall be entitled to refuse sending its operators to countries considered dangerous for their geopolitical circumstances at the moment.
14- Applicable law and court
The contract in all effects is governed by the Spanish law, therefore any dispute shall be submitted to the competent judge within the area of Valencia, where IE is located. The customer specially accepts that he only gets ownership title of the machinery supplied by IE, when he has fulfilled all the payments to the vendor, IE.