General Terms of Delivery

General Terms of Delivery

The following General Terms of Delivery (hereinafter 'GTD') are provided by the supplier company EUROGINE S.L. with Fiscal Identification Code (CIF) B-59608919 and based in CALLE RAURELL 21 – 29, NAVE 3, 08860 CASTELLDEFELS - BARCELONA (ESPAÑA), Tel. +34 93 630 43 45, Fax. +34 93 630 39 71, e-mail eurogine@eurogine.com, and shall exclusively apply for the COMERCIAL SUPPLY RELATIONSHIPS agreed with other companies and professionals (hereinafter the 'BUYER'), in the terms established by Article 4 of the Spanish Royal Legislative Decree 1/2007, dated 16 November (hereinafter LGDCU), excluding from this commercial relationships users and consumers stablished by the terms provided in Article 3 LGDCU.

1. General Terms of Delivery

1.1. Unless otherwise expressly agreed in writing, the following GTD apply exclusively for the legal relationship between EUROGINE S.L.  and the BUYER in connection with the Supplies and/or performances of EUROGINE S.L..

1.2. This General Terms of Delivery shall also apply on subsequent orders and for delivery of spare parts without requiring another express reference to it.

1.3. Subsidiary agreements and guarantees to this GTD, as well as modifications and amendments of an agreement concluded in writing, shall be expressly made in writing.

2. Offer and Order Confirmation

2.1. Orders shall require a written confirmation from EUROGINE S.L for legal enforcement.

2.2. For orders placed through the online shop, the following stipulations will apply: EUROGINE, S.L., provides the BUYERS a web portal to place orders, addressed only to other companies and professionals under the terms provided by article 4 LGDCU. In order to determine it, BUYERS shall login and once the verification report has been validated by EUROGINE S.L., BUYERS will be able to place their orders.

With the presentation and advertisement of articles in the online shop of EUROGINE S.L., no binding offer is made regarding the sale of certain articles. Parties shall agree the prices and shipping terms at the moment of the order confirmation.

Once the order has been placed at the online shop by clicking the button “order now”, the BUYER places a legally binding order. The Supplier will immediately confirm the receipt of the order placed in the online shop by email. This email does not yet represent a binding acceptance of the order, unless the acceptance is declared in addition to the receipt. A contract shall only be concluded, when the order is accepted by the Supplier, either by a declaration of acceptance or by delivering the ordered articles.

2.3. EUROGINE S.L. will also verify that the BUYER is a company or a professional in orders placed via emails and phone calls. Once the order has been placed, EUROGINE S.L. will send to the BUYER a confirmation email with the acceptance of the order placed. For BUYERS who do not have email, the express confirmation will be issued via fax.

3. Prices and Terms of Payment

3.1. Unless otherwise agreed the prices are stated in (€) Euros. The amount for shipping costs will be indicated in the price details of the invoice according to the deadlines of Supplies agreed by the parties.

3.2. Value Added Tax (VAT) is not included in the prices; the legally prescribed rate on the date of invoicing shall be indicated separately in the invoice.

3.3. The purchase price for Supplies ordered in the online shop is due according to the conditions stated in the online shop and shall be paid in accordance with the payment terms indicated there. The purchase price for Supplies not ordered in the online shop shall be agreed by the parties.

4. Deadlines of Supplies or Services

4.1 The period of delivery of the Supply is 2 to 7 working days.

4.2. The compliance to a deadline for Suppliers shall pre-suppose the compliance to the agreed terms of payment and other commitments by the BUYER. If this is not the case, EUROGINE S.L. reserves the right to change the delivery date.

4.3. The shipping fees payment for Suppliers ordered in the online shop shall be done according to the conditions indicated during the order process. The shipping fees payment for Supplies not ordered in the online shop shall be agreed by the parties.

5. Force majeure

5.1. If non-observance of the deadlines is caused by an act of force majeure, for example mobilization, war, riot, natural catastrophes or similar events, for example strike or lockout, the delivery times will be extended by a reasonable period.

Same applies, if such obstructions occur at sub-suppliers of EUROGINE S.L. In this case EUROGINE S.L. reserves the right to cancel, partially or totally, the supplies without obligation to indemnify the BUYER.

6. Complaints about Supply defects

6.1. The BUYER is responsible for controlling the products upon receipt in order to any subsequent complaint.

If the goods were damaged by shipping causes at the time of the reception, the BUYER shall indicate it at the delivery note of the carrier, in order to make any claim or replacement of those.

6.2. The BUYER will have the right of recourse against EUROGINE S.L. by defects in the quantity and/or quality of the received products, whenever he notifies it in writing to EUROGINE,S.L., within FOUR WORKING DAYS following the receipt, except for damages caused by unforeseeable circumstances,  inherent vice defects or fraud (art. 336 Spanish Code of Commerce).

6.3. Once EUROGINE S.L. receives a BUYER’s written complaint, it will assess if there is any delivery or manufacturing defect. The buyer agrees to follow the return instructions communicated by Eurogine S.L.

6.4. If EUROGINE, S.L. detects any defects (attributable to EUROGINE S.L.) in the quantity and/or quality of the delivered products, the admission of the requested complaint will be expressly notified to the BUYER. In this case, EROGINE S.L. shall (at its own discretion) refund the purchase price paid by the BUYER or replace him the product.

Only if EUROGINE S.L. has accepted the order return and if the BUYER has performed it by the indicated shipping company,  the return delivery shipping fees  shall be borne by EUROGINE S.L.

6.5. The liability of EUROGINE S.L. does not relate to natural wear and tear, nor to damage caused after the passing of benefits and risks by incorrect or negligent handling, by the use of the delivered objects arising from conditions that are not presumed in accordance with the agreement.

7. Retention of Title

7.1. EUROGINE S.L. reserves its title for the purchased objects until receiving all payments from the business relationship with the BUYER that will be the depositary of the purchased objects until the total payment of the agreed price.

8. Privacy

8.1. In accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016 (General Data Protection Regulation), the BUYER is informed and givse his consent to the incorporation of his data into the automated files of EUROGINE S.L. All data of the BUYER are principally treated confidentially. The purpose of the database is to serve as an information resource in fiscal, administrative, commercial and accounting management. BUYERS can exercise their rights to access, cancel, or rectify their data by writing to contact details mentioned at the heading of this document.

9. Place of Performance and Jurisdiction

9.1. For all disputes arising out of the contractual relationship between the parties, the place of jurisdiction is the court competent of the registered office of EUROGINE S.L. The parties expressly submit to the jurisdiction of the Courts of Barcelona (Spain).

9.2 Spanish material law applies for legal relationships in connection with this agreement.

9.3 Should any provision in these General Terms of Delivery be invalid, this shall not affect the validity of all other provisions of this present contract. The parties undertake to replace such invalid clause by a valid clause which proves to be in economic terms as close as legally possible to the previous provision.

Version: October 2016, available on www.eurogine.com