CAMERIL S.L. GENERAL CONTRACTING CONDITIONS
l.- Area of application – These general contracting conditions will be applicable to any contract between CAMERIL, S.L. hereinafter “the Company” within its activity, that is, manufacturing, consultancy, design, installation of lighting projects and any other that contrasts with the above, with which hereinafter referred to as “the Client”, the “supplier” or “subcontracts”.
The conditions can only be modified by written agreement between the parties, so the clauses or conditions that appear, printed or handwritten, in the orders, budgets, letters or other documents issued by the Client will be invalid in this regard.
The modification by CAMERIL, S.L. of these general contracting conditions will not affect contracts already perfected. These general contracting conditions are public and are communicated to clients by post, electronic mail, telephone communication, FAX or other means that the selling Company chooses, and it will not be necessary to communicate them to clients each time a contract is made, it will suffice with communicating them once since they are the same for all operations unless otherwise agreed in writing.
In any case, and so that the Client cannot allege the lack of communication of the same, they are available at the company’s offices located at Poligono Industrial Alvedro, calle A, nave 43-45, 15180, Culleredo (A Coruña). ) and at the URL: http://www.iluminacionalve.com and in the Registry of Personal Property of A Coruña in the section “Registry of General Contracting Conditions” under the name “CAMERIL, S.L. ”.
2.- CONDITIONS OF SALE/RENTAL OR ASSIGNMENT
2.1- Budget – The CUSTOMER has the right to receive a written and detailed estimate of the service contracted.
The validity of the same will be 30 days from the date of its preparation.
The client is responsible for the veracity of the measurements and data provided to the company for all purposes.
The company will not receive any remuneration for preparing the budget as long as the work is provided by CAMERIL, S.L. However, if the client, once the budget has been made, decides to withdraw from the budgeted services, he must pay the hours of work necessary for the preparation of said budget, and pay the rest of the expenses incurred for the preparation of the same.Si el CLIENTE realiza el pedido directamente y no solicita la elaboración de presupuesto, se entiende que renuncia a la realización del mismo.
In this way, the Company may carry out the requested order when the CUSTOMER has given its consent by accepting the budget via email or telephone, or has renounced the preparation of the same when placing the order directly.
2.2.- Time and place of delivery – The delivery term will be the one expressly agreed between the parties.
The documentation that accredits the provision of the service or delivery of the merchandise is the corresponding delivery note, contract, bill of lading or any other document issued by the company.
The cost of moving the merchandise will be borne by the person so stipulated by contract.
The delivery time will be extended:
- When the client provides the company with data that was not included in the initial order.
- When there are reasons beyond the will and control of the Company that prevent compliance with the delivery date.
- When the CLIENT changes the original order or is late in its contractual obligations, especially those related to the delivery of the documents necessary to carry out the operation or the agreed payments.
Likewise, the CLIENT will have the obligation to allow the provision of services and especially the following:
- Accessibility for the means of transport necessary to deliver the merchandise, the CLIENT being responsible for the damage that any company machinery may cause as a result of not having its facilities or land duly enabled for its transit.
- Freedom of transit through the facilities for company workers, subcontractors and contractors who are in charge of carrying out the agreed work, to the extent possible.
- Electric power supply.
- Means for loading and unloading merchandise.
- A place to carry out the work
- Waste containers.
- Security Plan and Security Study
2.3.- Price – All prices must be considered net, in the agreed currency, without any deduction of any kind, unless otherwise agreed and will be agreed by the parties
The prices do not include taxes, fees or other charges, both of a general and special nature, unless otherwise agreed in writing, taking into account the applicable Incoterms and/or the conditions of delivery of the goods. .
The Company may pass on to the Client the surcharges, chargebacks and penalties imposed as a result of any breach by the Client.
2.4.- Way to pay – Unless otherwise agreed in writing, payment must be made in cash without any discount, and without deduction, compensation or retention being allowed..
In the event that payment dates have been agreed, these must be met by the CLIENT even if the delivery is delayed due to issues beyond the control of the Company. If the Company deems it appropriate, it may request the guarantees it deems necessary to ensure due compliance with the contractual obligations of the CLIENT, being able to suspend deliveries in the meantime.
CAMERIL, S.L reserves the right to refuse to execute an order if the payment arrangements or the Buyer’s credit are not satisfactory. This right will correspond automatically to the Company when any of the amounts owed by the Buyer for previous deliveries is pending payment. The Buyer acknowledges that this circumstance will constitute a fundamental breach of its obligations, and that CAMERIL, S.L. will have the right to invoke such breach as valid cause for immediate termination of any contractual relationship between the parties.
2.5.- Accrual of default interest and compensation for collection costs – With effect from the agreed payment date, the CUSTOMER must pay default interest according to Law 15/2010, which establishes measures to combat late payment in commercial operations, which are set with the acceptance of these general conditions of contracting in the legal maximum allowed. If the CUSTOMER is in default in a payment or the provision of an agreed guarantee, all pending collections at that time, due or not, will be considered liquid and payable. In addition to the accrual of these interests when the CLIENT incurs in default, the industrialist will have the right to claim from the CLIENT the collection costs referred to in Law 15/2010.
2.6.- Acceptance of the provision of the service or delivery of merchandise.-
Buy and sell.- The document for the provision of service and/or receipt of merchandise that is to be delivered to the CUSTOMER’s address or another place designated by it, must be signed by the same or another authorized person, in the event of their absence, the CUSTOMER , by accepting these conditions, will consider valid the signature of another person who, being in these premises, receives the merchandise and signs the acceptance thereof, having to identify himself upon delivery with his name and National Identity Document.
At the time of delivery, the client will check the products delivered and the provision of the service, in terms of quality and quantity, with a maximum period of 2 days from the date of delivery.
The Company grants the client a period of 7 days from the availability of the materials or the service to reliably communicate the hidden flaws or defects of the delivered products.
The COMPANY reserves the right to deliver goods or use products in the provision of services other than those agreed upon, provided they have similar characteristics and quality equal to or greater than those agreed upon.
The COMPANY shall have the right to charge the client a price for the safekeeping and custody of the material that is not picked up, a price that will be set depending on the area where the material is located.
Rental or Assignment.- The material subject to a rental or assignment contract is understood to be accepted at the signing of the lease or at the date it is made available.
The lessee or transferee will receive the object of the rental contract in perfect conditions of conservation and operation, indicating the instructions for its handling and facilitating the technical, legal and safety precautions necessary for its normal use and is obliged to return it in the same state as it was received. receives, at which time the natural wear and tear that arises will be taken into account, but not when there has been negligence on the part of the lessee or assignee, causing breakdowns.
Due to the fact that the material is handled by the personnel of the lessee or assignee, the latter is responsible for any failure due to improper use, as well as for the damages caused and third parties that are affected by any loss caused by the misuse of the material. due to the negligence of its handler.
The material is the property of the lessor or assignor and cannot be sublet or loaned to third parties without the express permission of the lessor or assignor. Likewise, the identifying signs or brand of the lessor or transferor may not be replaced or hidden. Failure to comply with this obligation by the lessee or assignee will exempt the lessor from all liability in the event of a breakdown.
Unreturned rental material, whether due to theft or robbery or any cause that makes it unusable, will be considered as the sale of new material and will be billed at market price. It is the obligation of the lessee or transferee to file a complaint with the data.
Both the transfer of the material, and its return at the end of the rental term, will be borne by the lessee or assignee, as well as the expenses that may arise from the unloading or loading of the described equipment, assembly or disassembly of the same.
As a consequence, the transport will be carried out under the sole responsibility of the lessee or assignee.
The location and installation will be carried out by the lessee or assignee under his responsibility and in accordance with current legal / administrative regulations.
The company will have the right to charge the client a price for the safekeeping and custody of the material that is not picked up, a price that will be set depending on the area where the material is located.
2.7.- Warranty –
The Company will respond in accordance with the Law in force at all times. In those cases in which the responsibility of CAMERIL, S.L. and this derives or is linked to products acquired to carry out its activity, the responsibility and guarantee will be transferred to the Supplier.
Excluded from the warranty and liability of the Company are all deficiencies beyond its control, especially if it is the result of normal wear, improper maintenance or handling, adverse weather, or the influence of external actions of any kind. Likewise, the Company will not be responsible for the deficiencies that the products delivered or the services provided may present when this is a consequence of the installation processes or the actions carried out by people outside Cameril S.L.
If the CUSTOMER alleges that a guarantee, according to the technical specifications of the merchandise, is not achieved, the guarantee will only be valid if the Company has the opportunity to verify that the guaranteed parameters are not achieved.
The guarantee by the Company is subject to timely compliance with the payment conditions agreed with the CLIENT.
CAMERIL, S.L. will not be responsible for material damage caused during transport if these services are provided by a third party.
After the sale, the company is not responsible for manifest defects or those that were visible at the date of formalization of the contract with the CLIENT, in any of its products.
As for claims relating to the use, sale or distribution of the services or products sold or delivered, individually or in combination with other products, or any other claim relating to the contract, the Client’s rights and the
Company’s liability shall be limited to replacement by another with the same or similar characteristics.
The Client will never have the right to return the services or products accepted or whose term to report defects has elapsed.
In case of return, the company reserves the right to pass on the costs of handling and/or administration that it entails.
The Company’s liability will never exceed the value of the affected merchandise at the time of sale
2.8.- Limit of liability – Unless otherwise agreed, the responsibility of CAMERIL, S.L. will never exceed the value of the contracted budget.
The Company is released from all liability in excess of that maximum, even if caused by its own negligence or breach of duty. CAMERIL, S.L. will face any damages and losses caused to people and goods in the execution of their work, provided that in it and with respect to such damages, IMPUTABILITY, GUILT AND RESPONSIBILITY are given.
2.9.- Insurance – The benefit and risk of the object of the contract will pass to the CUSTOMER once made available to the same in the place agreed in the contract.
2.10.- CUSTOMER Breach – In case of non-compliance, total or partial, or lack of punctual or adequate fulfillment of any of the CLIENT’s obligations, as well as, in case of bankruptcy declaration, liquidation or dissolution of your CAMERIL company,
SL You will have the right to notify the total or partial termination of the contract or the suspension of its execution in whole or in part.
This will be done by notification without the need for further warning of breach or judicial intervention, and without the Company being liable for damages, without prejudice to any other rights that the Company may have.
As soon as any of the aforementioned circumstances occurs, all payment claims, due or not, refinancing installments or any other obligation that the Company has towards the CLIENT will become due and payable immediately.
The exchange documents or, failing that, any other formal payment document stipulated for the payment of the contractual obligations contracted between both companies must be sent to the Company at the time the invoice is issued. The delay in delivery is considered as contractual breach
2.11.- Domain reservation – The COMPANY will continue to be the owner of all material or products supplied until the full receipt of the agreed payments, being able to withdraw them in the event of the first breach of the client, without the need for the client’s consent.
2.12.- Compensation– The Company has the right to offset any sum owed by the CLIENT (understood as all the companies that are part of the same group as the Buyer), against any sum payable to the CLIENT.
3.- PURCHASE CONDITIONS
3.1.- The Supplier undertakes to deliver the goods and products that are the object of the purchase in accordance with the provisions of the Order and the applicable laws and regulations.
3.2.- The Supplier must deliver all the documentation that is required by the client in the Order, in time, form and quantity, as well as any other information or document, of any kind, that is necessary in accordance with the current applicable regulations. to purchase.
3.3.- The Supplier must comply with whatever provisions are in force at all times, especially those of a Labor, Social Security or Tax nature, as well as those related to the Environment, Safety and Health, Prevention of Occupational Risks and will be obliged to prove their Compliance in the form and deadlines established by the company.
Likewise, the Supplier must comply with the regulations and internal practices of the company that are applicable by reason of the Order.
3.4.- The Supplier guarantees:
That all the goods or products object of the purchase are their full property, of first use, made with materials or products of the required quality and that they comply with the safety and environmental requirements, meet the specified quality and, where appropriate, are fit for use.
That the goods or products object of the purchase are free of any charges or encumbrances or other real rights, seizures, obstacles or conditions on them and that the Supplier or the goods or products are not subject to any restriction on the free transmission of the themselves.
That the goods or products comply with the specifications agreed by the parties, as well as the fulfillment of all the conditions established in the Order and that they are free of any defects, visible or hidden, whether due to materials, workmanship, design or manufacturing.
That it has the intellectual or industrial property rights in relation to the goods or products that are the object of the purchase or supply or, where appropriate, that it has the appropriate licenses for its manufacture or sale, being on its own the expenses and costs that are derived from them.
They will be borne by the Supplier within the warranty period and the Supplier will be obliged to carry out all repair, amendment, reconstruction, replacement, rectification and correction of deficiencies in the goods or products that are the object of the purchase.
The company may pass on to the Supplier the surcharges, chargebacks and penalties imposed as a result of any breach on its part. You must comply with specific environmental measures and guarantee the quality of the materials you work with.
4.- Obligations of the contracts / subcontractors
They must apply the principles of preventive action contemplated in Law 31/1995, on the Prevention of Occupational Risks.
Inform their own personnel of the measures to be adopted in regard to their safety and health, in accordance with the provisions of Royal Decree 1215/1997.
It will inform the prevention service of the hiring of workers especially sensitive to certain risks and minors.
Have the necessary training for handling machinery and/or specific materials.
Have taken out civil liability insurance at your own risk, and must provide the company with proof that the coverage covers the period of provision of the service.
Adapt to the deadlines to which it has agreed to provide the service, being directly responsible for the delay in them, the company being exonerated in this sense of any responsibility in this regard.
If, during the monitoring carried out by the company, non-compliance with the obligations of the contract or subcontractor or the agreed quality levels is observed, the contract or subcontractor will be obliged to adopt the necessary corrective measures and, otherwise, may lead to the resolution of the order or contract by the company and/or the contracting by third parties to carry out the services, and the contractor or subcontractor must pay for these.
The company may pass on to the contracted or subcontracted the extra costs, chargebacks and penalties that are imposed as a result of any breach on its part. You must comply with specific environmental measures and guarantee the quality of the materials you work with.
Contracts or subcontractors must have developed a compliance program
5.- Force Majeure– “Force Majeure” means, for the purposes of this contract, the existence of any contingency, circumstance or cause that is beyond the control of the party invoking it, including, but not limited to, the following circumstances: imposition or submission to a law, regulation, decree, order or request of any authority (national, state, regional, provincial or municipal), confiscation, riot, war, riots, fires, floods, earthquakes, storms, explosions, strikes, closures, machinery stoppage or factory, impossibility of obtaining raw materials, equipment, diesel or transportation. If due to Force Majeure either Party cannot fulfill any obligation of this Contract other than payment of the price, said party is exempt from its compliance, provided that it notifies the other indicating the beginning and nature of the Force Majeure situation. Elderly. The Party that invokes the Force Majeure must send immediate notification after the end of the cause that motivates it.
The Company will not be liable to the CUSTOMER for any loss or damage arising from non-compliance or lack of punctual or total compliance with its obligations due to Force Majeure. This clause is applicable to the Company and its plant, and to the CLIENT and its plant. Notwithstanding the foregoing sections of this article, if the CLIENT is affected by Force Majeure, they will not be relieved of any of their obligations to accept and pay for shipments made prior to receipt by the Company of the CLIENT’s written notification of the situation of Force Majeure; Nor can the CLIENT invoke the cause of Force Majeure to delay the payment of the amounts owed. If there is a cause of Force Majeure, the Company will have the right to distribute, in the manner it deems reasonable, the quantities of useful products among its CUSTOMERS and its own requirements.
6.- Notifications – All notifications, modifications and communications by the Company to the CLIENT will be considered effective for all purposes when they are made by sending postal mail to the address indicated by the CLIENT, sending by email, sms, mms, fax, whatsapp, communication by telephone call to the address or number indicated by the CLIENT or, failing that, to the number owned by the CLIENT or its representatives.
For these purposes, the CLIENT declares that all the data provided by him is true and correct, and undertakes to notify the Company of all changes related to his address, collection data and all types of information necessary for the management and maintenance of the contractual relationship between the Company and the CLIENT
7.- Separability – These conditions will be considered independent and, if any of them, in whole or in part, are left without effect by the parties by express written agreement or are invalid for any reason, the rest will remain valid with all their force and effect.
8.-Applicable Law – These General Conditions will be governed and interpreted in accordance with Spanish legislation in what is not expressly provided for in them.
Likewise, regarding the law applicable to the operations carried out by CAMERIL, S.L. the parties agree through the acceptance of these general contracting conditions, the express submission to the Spanish legal system.
9.- Jurisdiction- SPECIAL ARBITRATION CLAUSE
The parties undertake to resolve amicably any disagreement that may arise in the development of this contract.
In the event that an amicable solution is not possible, and litigation is appropriate, the parties, waiving any other jurisdiction, undertake to submit all conflicts, litigation and disagreements arising from the contract, whether in compliance, interpretation or execution, to the Court of the Association for Commercial Arbitration “TAM” in A Coruña, within the framework of its Regulations, which is entrusted with the administration of the arbitration and the appointment of the arbitrator or arbitral tribunal, forcing itself from now on to comply with the arbitral decision . Regarding the law applicable to the dispute, the parties expressly submit to the Spanish legal system through these general contracting conditions