General Sales Conditions
1. GENERAL
1.1.- These terms, jointly with all the documents mentioned in them, regulate the Orders the Buyer makes with CEAMSA (“COMPAÑÍA ESPAÑOLA DE ALGAS MARINAS, S.A.”), a company organized and existing under the laws of Spain, with its registered office at As Gándaras E-36418 Porriño, Pontevedra – Spain, and the relation established between the Parties relating to the supply of the Products. To clarify, unless the Parties expressly agree otherwise in writing, no other terms and conditions will apply to the Buyer’s purchase of the Products, even if the Buyer includes its own terms and conditions in any order or additional document.
1.2.- These Terms apply from the contract date and replace any general sale terms or conditions previously in force.
2. ORDERS
2.1.- The Buyer must place the Orders in writing, and they will be binding once CEAMSA accepts them (the “Accepted Orders” or “Order Confirmation”). This acceptance will take place once CEAMSA has returned the signed Order within five business days from the date it receives the Order. The Order will be considered rejected if CEAMSA has not returned the signed Order to the Buyer within this term. Once accepted, the Order cannot be cancelled by the Buyer.
2.2.- The Order must include at least the following elements: identification of the Parties, the date, the sender and recipient, the quantity of the Products required and, if applicable, the specific reference or Specifications of the Products, the price, the delivery date and location, the discounts and the signature of the Purchaser.
2.3.- CEAMSA reserves the right to cancel/postpone an Accepted Order due to possible factors affecting availability and production at least 30 days prior to delivery.
2.4.- In case CEAMSA must modify characteristics or Specifications of the Products due to any imperative legislative or statutory provisions, it must inform the Buyer of the situation.3. PRICES
3.1.- The price for the Products will be the price stated in the Accepted Order.
3.2.- The Accepted Order shall contain the Incoterm 2020® agreed by the Parties. If no incoterm has been specified, it will apply the incoterm indicated in clause 5.1. As a consequence, the Price will include transportation costs, import/export duties or custom duties, and insurance costs until the delivery of the Products at the place agreed by the Parties, in accordance with the Incoterm 2020® indicated in the Accepted Order. Unless the Parties expressly agree otherwise in writing, the prices never include VAT or any other taxes applicable in any jurisdiction. The Buyer will be liable for paying all taxes and the fees payable relating to the supply of the Products under the Contract. If CEAMSA initially pays these fees on the Buyer’s behalf, the Buyer must reimburse CEAMSA for those fees.
3.3.- CEAMSA reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in costs for CEAMSA due to (i) cases of force majeure; or (ii) any changes the Buyer requests after the acceptance of the Order by CEAMSA relating to delivery dates, quantities, or Specifications for the Products, or any delay caused by the Buyer’s instructions.
If the Buyer refuses to accept these price increases within a 5-day term as from the price increase notice: a) in the cases referred to in (i) above, the Accepted Order shall be automatically considered as cancelled and, b) in the cases referred to in (ii) above, the Accepted Order, in its original version, shall be executed. CEAMSA, in addition to exercising any other right or remedy it has available, will be entitled to suspend all further deliveries to the Buyer in case price increase is not accepted.
4. PAYMENT
4.1.- CEAMSA will issue the corresponding invoice which must include the information resulting from the Accepted Order. All invoices CEAMSA issues will be considered approved and compliant unless the Buyer informs CEAMSA in writing that it disagrees with the invoice (stating the reasons for not accepting the invoice/s) within seven business days from the date it receives each invoice.
4.2.- The Buyer will make the payment in advance or within the agreed payment terms mentioned in the Order Confirmation. In all cases, the Buyer must make the payment before it receives the Products, by bank transfer to the account number indicated on the invoice. Alternatively, the Buyer may use the payment method expressly agreed between the Parties. The currency used in the payment must be the one indicated on the invoice. If no currency is stated on the invoice, the payment must be made in Euros (€). The Buyer will be liable for paying all the commissions or costs of the payment.
4.3.- The payment is an essential condition of the Contract. Therefore, if the Buyer fails to fulfil its payment obligation, CEAMSA will be entitled to suspend any obligations it has under the Contract, as well as any further deliveries under any other order, until the Buyer complies with its obligations, which is expressly accepted by the Buyer, or even terminate the Contract. CEAMSA will also have the right to claim the payment for any the damages it has suffered because of a delay or failure to execute the Contract. The Buyer may not claim any dispute or return under the guarantee to suspend payment for the Products.
5. DELIVERY OF THE PRODUCTS
5.1.- Unless the Parties expressly agree otherwise, CEAMSA will deliver the Products according to the Incoterms® 2020 rule agreed by the Parties. If no incoterm has been specified, contract will be performed on Incoterms® 2020 FCA basis. In this case, the Buyer must arrange transport of the Products, by any means, within seven business days from the date CEAMSA notifies the Buyer of the delivery. The Buyer will reimburse CEAMSA for any storage costs if the goods are not collected within five business days from the date the Products are placed at the Buyer’s disposal.
No delivery delays, if applicable, may lead to any penalties. Return of products is not accepted, unless otherwise agreed in writing by the Parties.
6. OWNERSHIP OF THE PRODUCTS AND TRANSFER OF RISKS
6.1.- The Products will remain CEAMSA’s property until the Buyer pays for them in full.
6.2.- If the Buyer does not pay, and unless CEAMSA prefers to require the full performance of the sale, CEAMSA reserves the right to declare the termination of the contract after notice and claim back the delivered Products. Also, the Buyer will be liable for paying the return costs, together with any damages and losses caused to CEAMSA. Any payments remaining vested with CEAMSA will remain for the benefit of CEAMSA and will be considered a penalty clause. If the Buyer has not paid in full under the agreed payment terms established in clause 4, the Buyer will be prohibited from retaining possession of the Products, nor can it sell or transform them. These provisions form no obstacle to the transfer of the risks of loss of and damage to the sold Products, and of any damage that they may cause, that shall be on the Buyers side.
6.3.- Unless the Parties agree otherwise, the Buyer will assume all risks relating to the Products from the moment they are handed over to the freight forwarder, the carrier or any other person in charge of transportation, including an in-house carrier, or, if applicable under clause 5.1, after seven natural days from the date CEAMSA notifies the provision.
6.4.- The Buyer acknowledges that the carrier bears exclusive liability for the transport of the Products. Consequently, the Buyer has no basis for recourse against CEAMSA if the Products fail to be delivered or if they are lost or damaged during transport for reasons not attributable to CEAMSA. If there is a delay in the delivery, or if the Products are damaged or go missing, the Buyer is responsible for making all necessary remarks or observations with the carrier, particularly on the delivery note, and it must confirm them in writing with the carrier according to the carrier’s rules, providing a copy to CEAMSA.
7. GUARANTEE AND LIABILITY
7.1.- CEAMSA guarantees that the Products will meet the quality and specifications included in the Products technical data sheet.
7.2.- Without prejudice to the measures the Buyer must make with the carrier under clause 6.4, all claims the Buyer makes relating to visible flaws or non-compliance of the Products relating to the Order (particularly erroneous quantity or references) may only be examined if they are made in writing within seven days from the date the Buyer receives the Products. After this period, the delivered Products are considered compliant with the terms of the Accepted Order, and CEAMSA may accept no claim relating to visible flaws or relating to compliance of the delivered Products. The Products shall also be considered as compliant if the Buyer transforms or sells the Products before the seven-day term ends. It is the Buyer’s responsibility to provide all evidence proving the reality of the observed flaws or non-compliances.
7.3.- All claims the Buyer makes relating to the quality or Specifications of the Products other than those indicated in clause 7.2 may only be examined if the Buyer makes them in writing within fifteen days from the date it has knowledge of this non-compliance, and always before (i) the Buyer transforms or resells them or (ii) expiry of the shelf-life.
CEAMSA will individually analyze all complaints received from the Buyer related to the guarantee of the Products, and CEAMSA reserves the right to inspect the Products before replacing them. To exercise its right to inspect the Products, CEAMSA will communicate its decision in writing to the Buyer and the person CEAMSA designates to inspect the Products fifteen days in advance. If the Buyer refuses the inspection or impedes CEAMSA from carrying it out, CEAMSA will no longer be liable, and the Buyer will have no further claim.
7.4.- If, after the inspection, CEAMSA concludes that the Products are defective, the Buyer will return the Products to CEAMSA within the agreed deadline. Within thirty business days from the date CEAMSA receives the defective Products, it must either at its election (i) refund the Buyer the amount paid to acquire the Products, or (ii) send new Products at no cost for the Buyer after canceling the invoice issued for the defective Products and issuing a new one.
Therefore, the Buyer’s only right and compensation will be the replacement of the defective Products or the refund of the price paid for them. The Buyer will not be entitled to bring a claim concerning the Products CEAMSA delivered that, after delivery, were modified, altered, damaged, or stored in any way that might be detrimental to the Products (as is the non-compliance with the storage conditions described in the TDS), unless it can be proven that the damage was caused before delivery by a defect in the manufacturing of the Products.
7.5.- The liability for the use of the Products CEAMSA supplies remains solely with the Buyer.
8. ALLOCATION.
8.1.- If CEAMSA determines that its ability to supply the total demand for the Products, or obtain any or a sufficient quantity of any material used directly or indirectly in the manufacture of the Products, is hindered, limited or made impracticable, CEAMSA may allocate its available supply of the Products or such material (without obligation to acquire other supplies or any such products or material) among itself and its costumers on such basis as CEAMSA determines to be equitable and without liability for any failure or performance which may result therefrom.
9. CONFIDENTIALITY
9.1.- The Parties agree to keep confidential and secret any confidential information related to their commercial relationship (the “Confidential Information”).
9.2.- The Parties will not disclose any Confidential Information to any person other than its employees, the members of their board of directors or senior management, or those professionally participating as legal, accounting or financial consultants or consultants of another specialization, unless they are required to do so by any regulatory body, inspector or supervisor or by the courts. The Parties also agree to ensure that their directors, employees and consultants comply with the provisions of this clause.
9.3.- The confidentiality obligation established in this clause will indefinitely apply in case of termination of the commercial relationship between the Parties, provided it refers to the use and disclosure of technical knowledge that is not in the public domain. On the termination of the Contract, the Buyer will return to CEAMSA all the Confidential Information it has received, and it must not use it for commercial purposes.
10. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
10.1.- Unless the Parties agree otherwise, the Buyer will sell the Products exclusively under the brand, trade names, logos and other distinguishing signs of CEAMSA as it has included them on the Products and the documentation, information and materials relating to the Products (the “Intellectual and Industrial Property Rights”). Therefore, CEAMSA authorizes the Buyer to use the Intellectual and Industrial Property Rights with the exclusive purpose of being able to carry out the object of the Contract while it is in force.
10.2.- The above requirement cannot be considered an assignment of ownership of the Intellectual and Industrial Property Rights or their associated goodwill. The Buyer acknowledges that the Intellectual and Industrial Property Rights and their associated goodwill belong, and will belong at all times, to CEAMSA.
10.3.- The Buyer will not modify the Products or their documentation or remove or modify the Intellectual and Industrial Property Rights presented in them.
10.4.- The Buyer will not carry out any action or adopt any measure that could harm the validity of the Intellectual and Industrial Property Rights, and it will collaborate with CEAMSA as requested to ensure the protection of the Intellectual and Industrial Property Rights in favor of CEAMSA or the party it designates.
10.5.- The Buyer will not carry out any action or adopt any measure that could lower the value of the Intellectual and Industrial Property Rights, harm their image or reduce their credibility in the market.
10.6.- The Buyer will hold CEAMSA harmless from any and all losses, claims, demands, suits or other actions established against it regarding CEAMSA’s Intellectual and Industrial Property Rights.
11. INFORMATION ON PERSONAL DATA PROCESSING
11.1.- In compliance with the General Data Protection Regulation, the Parties inform the individuals acting on behalf of other Parties, or on their own behalf, or in whichever way is specified in the Contract, that each Party, acting independently as data controller, will process their personal data indicated in the Contract. The data protection officer of CEAMSA can be contacted at Polígono de As Gándaras, s/n, Porriño and dataprotection@ceamsa.com
11.2.- The purpose of the processing is to exercise the rights and fulfil the obligations arising from the Contract. Processing is strictly necessary for this purpose. The Parties will not make automated decisions that could affect the data subjects. The data will be stored for the term of the Contract and for the time required to comply with the applicable legal or contractual obligations related to the Contract and to exercise and defend the Parties’ rights. The legal basis for the processing is to perform the Contract and to fulfil the Parties’ legitimate interest in maintaining a business and professional relationship. The data will be processed only by the Parties and, if applicable, by (i) other parties that the Parties are legally obliged to notify; (ii) service providers that have been assigned any service related to managing or performing the Contract; and (iii) other companies of their corporate group, if required to fulfil the purpose of the processing.
11.3.- The data subjects can request access to and rectification or erasure of their personal data, request that processing be restricted, request data portability, or object to its processing, by writing to the corresponding Party at the address specified in the header. They can also file a complaint with the corresponding data protection authority.
11.4.- Each of the Parties agrees to report on the content of this clause to their internal employees or independent contractors whose personal data is contained in the Contract and who have not signed the Contract. If, to perform the Contract, one Party provides the Party or other parties with the personal data of internal employees or other employees who are not specified in the Contract, the Party providing that data will inform those individuals of the content of this clause.
12. FORCE MAJEURE
12.1.- If, because of the existence or occurrence of a Force Majeure event, any Party is prevented from performing any of its obligations under an Accepted Order or from reducing the volume of the Products ordered or delivered, or if it is prevented from or delayed in carrying out its business, that Party will be entitled to suspend the performance of its obligations under the Contract, provided this performance is affected or restricted by the Force Majeure event as dully communicated by the affected party.
13. LAW AND JURISDICTION
13.1.- All questions relating to these Terms, together with the sales they govern, that are not covered by these contractual provisions, will be governed by Spanish general law (derecho español común), excluding all other laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
13.2.- If an amicable agreement cannot be reached, the Parties agree to submit all disputes arising from or related to these terms, together with the sales they govern, to the Spanish courts of the city of O Porriño (Spain), and they waive any other jurisdiction to which they may be entitled.