1. Area of application
Our general terms and conditions of sale shall exclusively apply to all sale or delivery contracts between the parties, barring explicit agreement in writing to the contrary. All Information sent by LEHISA concerning prices, quantities available or delivery times, shall be deemed as an invitation to the client to place orders subject to acceptance by LEHISA. The orders placed in response to the information sent or acceptance of this information will not result in a contract which will only be considered as concluded when one of the following circumstances applies:
a) LEHISA’s acceptance (acceptance of the order placed)
b) Start of production of the goods when made especially for that order
These are the only conditions under which LEHISA sells, they will be added to the contract and supersede all prior terms and conditions, even those mentioned in the costumer order and in all the documents associated with the contract.
Any modification of these conditions shall only be effective if agreed in writing by the parties and, therefore any conditions or clauses contained in the orders, letters or documents issued by the buyer, whether printed or hand-written, shall be deemed invalid.
Future purchases of LEHISA’s goods, unless otherwise agreed in writing, will be subject to these terms and conditions.
Unless in the order confirmation LEHISA specifically accepts a different place, all the contractual obligations shall be performed in Ripollet (Barcelona).
Delivery of the Goods will take place at the place mentioned in the Contract, or at a place subsequently agreed upon by the parties. If a delivery place had not been appointed, the delivery will take place at LEHISA’s offices immediately prior to shipment for transportation to the client (EX WORKS, Incoterms 2010). The commercial term chosen shall be interpreted in accordance with the edition of the INCOTERMS indicated in the contract.
Unless otherwise stated, the Goods marked as stock material, or any similar terms, are subject to availability.
LEHISA shall be entitled to make partial deliveries. Each partial delivery will be invoiced separately. If delivery couldn’t be made due to circumstances for which the customer is accountable, the costumer must make the agreed upon payments as if delivery had been made.
Notwithstanding any other the rights granted under the contract, LEHISA shall be entitled to store the Goods at the expense and risk of the costumer and, upon the costumer’s request, to also insure the Goods, provided that the costumer pays in advance for the foreseeable expenses of the insurance and storage of the Goods.
Transfer of risk to the Costumer for damage or loss of the Goods shall be carried out in accordance with the INCOTERM indicated in the Contract and, otherwise, in accordance with INCOTERM, EX WORKS (INCOTERMS 2010).
For sales in Spain, the transfer of risk to the Costumer shall be carried out: a) by delivery to the first carrier, if transportation of the Goods is included in the contract. b) Otherwise, from the moment the Goods are made available.
3. Delivery Dates
The delivery period shall start from the moment the order is confirmed by LEHISA, the Costumer’s technical documents have all reached LEHISA, the agreed payments and guarantees have been made and the necessary official authorisations have been granted.
Delivery dates are estimates and do not constitute a commitment by LEHISA. If Given the complexity of the production process, and despite having made reasonable efforts to meet a date or any delivery or shipment terms specified in the contract these could not be met, this shall not be deemed as contractual violation by LEHISA and the Costumer shall not be entitled to rescind de contract or claim damages, and LEHISA shall be entitled to a reasonable extension of the aforementioned shipment or delivery periods or dates.
The period of delivery shall be reasonably extended if LEHISA, through no fault of its own or for reasons beyond its control fails to meet the delivery date.
The period of delivery shall also be extended if the Buyer changes the initial purchase order or delays the performance of contractual obligations, especially if the Buyer delays delivery of the necessary documents or the agreed payments.
if due to fault on the part of the Costumer, the Goods could not be delivered, the customer will have to make the agreed payments as if the Goods had actually been delivered.
Notwithstanding any other rights granted under the contract, LEHISA shall be entitled to store the Goods at the expense and risk of the costumer and, upon the costumer’s request, to also insure the Goods, provided that the costumer pays in advance for the foreseeable expenses of the insurance and storage of the Goods.
If LEHISA deems it appropriate, due to the financial position of the Buyer, they may request any guarantees they consider necessary to ensure that the Buyer’s contractual obligations are met and may, suspend delivery meantime.
If a guarantee was required, the text of the guarantee must be adapted in accordance with the model letter provided by LEHISA to that purpose.
All prices must be considered as net prices, Ex-Works, in euros, without any deduction, unless otherwise agreed.
Prices may be changed after order acceptance, and the buyer may withdraw from the contract within 7 days following notification of the new prices.
Prices are exclusive of all applicable taxes, fees or levies both of a general or a specific nature, which must be paid by the Buyer, unless otherwise agreed in writing, taking into account the Incoterms which may be applicable and/or the conditions for the delivery of the Goods.
4.1 The prices listed in the quotations, estimates and other documents issued by LEHISA before order acceptance are not binding on LEHISA. The final price shall be the price in force at the date of LEHISA’S acceptance of order and shall only be valid for the entire order accepted and under the conditions accepted.
4.2 LEHISA is entitled to adjust the price of the Goods upwards between the dates of order acceptance and payment. The Buyer shall be entitled to terminate the contract only when the following circumstances apply:
a) Alloy surcharge and change in the international prices of the raw materials needed for the Goods or in the supply conditions.
b) Additional cost ( salary increase agreed in general collective agreements, energy costs) in connection with the Goods or its delivery conditions.
5. Terms of Payment and Guaranty
5.1- Payment of the price shall be made as per the terms and conditions agreed upon. Any additional cost incurred by LEHISA as a result of the payment method must be paid by the Buyer. When documentary credit is used to make the payment, It shall be govern by the Uniform Customs and Practice for Documentary Credits in force, promulgated by the International Chamber of Commerce and shall be subject to prior acceptance by LEHISA.
5.2- Unless otherwise agreed in writing, the payment method is bank transfer and payment shall be made into LEHISA’s bank account strictly within 30 days of the invoice date.
5.3- If any other method of payment was used, the payment shall not be considered to have been made until deposit of the agreed amount has been made to LEHISA’s bank account
5.4.- Payment dates must be met by the buyer even if transportation and delivery were delayed due to reasons beyond LEHISA’s control.
5.5.- The price shall be paid in full, partial payments are not accepted.
5.6.- LEHISA shall be entitled to demand the strict performance of the contract or its termination if any of the following circumstances apply to the Costumer:
- – The Customer fails to make payment when due or fails to meet any of the obligations under the contract or any other contracts made and entered into with LEHISA.
- – The Customer goes into liquidation or, for any other reason, becomes insolvent.
5.7.- If LEHISA had good reason to believe that the Customer will not be able to meet the obligations under the Contract or any other contracts made and entered into with LEHISA, LEHISA shall be entitled, at any moment, to withhold performance of the Contract, unless the Customer immediately pays the price in full and also makes any outstanding payments arising from any other contracts entered into with LEHISA or provides LEHISA with a bank guarantee, or some other type of guarantee for the same amount and which LEHISA must accept. Suspension of performance shall be notified, without delay, by LEHISA which will give the Customer a reasonable time so that payments can be made or the guarantee provided. If the Customer failed to do so within the time limit, LEHISA shall have the same rights in accordance with 5.6.
5.8.- If in the circumstances set out in 5.6 or 5.7 LEHISA had already shipped the Goods, LEHISA shall be entitled to prevent delivery even if the Customer holds a title which gives him the right to obtain delivery of the Goods.
5.9.- If LEHISA terminated the Contract in accordance with the circumstances set out in 5.6 or 5.7 the Customer shall lose the right to sell the Goods subject to retention of title as set out in condition 8, and LEHISA shall be entitled to prohibit the sale and processing of the Goods and can demand from the Customer its return or shipment to a different destination. Without prejudice to the aforementioned right to terminate or cancel the Contract, the Customer will pay LEHISA the price of the goods delivered prior to such termination or suspension of contract performance.
5.10.- Any delay by the buyer in making a payment or in providing a guarantee which has been agreed upon for more than ______________ weeks, shall result in the Customer, immediately, owing the entire balance of payment at that time.
5.11.-The Customer is not permitted to offset or discount the amounts owed to LEHISA against any amounts claimed by the Customer, irrespective of whether they arise from the Contract or from any other concept. The Customer is only permitted to discount the credit notes issued by LEHISA.
5.12.- All deliveries are subject to LEHISA’s commercial risk policy.
The amount owed by the Customer which has not been paid in due time shall accrue an interest until the principal amount has been paid at the rate applied by the European Central Bank to its most recent and main refinancing operation plus seven (7) percentage points. The Customer shall also compensate LEHISA for damages and any expenses incurred due to failure to fulfil the Contract.
7. Acceptance of Goods
7.1. The Customer shall inspect the Goods immediately after arrival at the named port of destination, in order to determine:
a) Whether the Goods have been damaged whilst in transit.
b) Whether the Goods are of the quality, quantity and weight specified in
the Acceptance of Order or in the delivery note.
7.2. Damage to the Goods whilst in transit will be described in the carrier’s delivery note.
7.3. If the Goods are defective they shall not be processed, modified or transformed in any way and the Customer, having the duty to mitigate damages, shall store the goods and make them available to LEHISA for inspection. If the Customer fails to do so shall lose its right to claim for such defect.
7.4. Defects shall be notified in writing to LEHISA immediately after the defect has or should have reasonably been discovered, but no later than three (3) months from the delivery date. This notification must be reasoned and include a description of the defect claimed. This notification of defects doesn’t give the Customer the right to suspend or delay contract performance.
7.5. Upon receipt of the claim set out in condition 7.4 and if it is accepted by LEHISA, it will have the following options:
a) Repair the defect.
b) Provide a replacement product
c) Reduce the price in the proportion of the defect
LEHISA shall bear the transport cost of the defective good or replaced product, but shall not be responsible for any other costs such as those incurred in dismantling, installation or processing.
7.6. Notwithstanding the foregoing, LEHISA shall be entitled to investigate the claim and to require such proof as it deems necessary. If, as a result of the investigation, it was proved that the notified effect does not exist or that
LEHISA is not responsible for it, LEHISA shall be entitled to require the Customer to reimburse for the costs of handling the claim.
7.7. The Customer does not have any other right to redress or any other remedy other than those set out in Condition 7.
8. Quantity and Quality. Warranty of Merchantability
8.1. LEHISA must deliver the Goods which are of the quantity and quality required by the contract and which are packaged in the manner required by the contract and, unless otherwise agreed in writing, in the manner used by LEHISA for this type of goods. Notwithstanding the foregoing, the Goods shall be subject to LEHISA’s internal rules of tolerance and classification.
8.2. The weight indicated by LEHISA shall be valid and final providing a trade- approved scales – which complies with the rules and regulations of the country in which the Goods have been produced or shipped. – has been used.
8.3. LEHISA warrants that the Goods:
a) Are fit to be commercialized
b) Are free of any charges and third party rights.
8.4. This warranty is limited in accordance with this Condition, all other warranties are excluded, in particular, it is not warranted that the Goods:
a) Are fit for particular purposes, whether or not the Customer declared such purposes.
b) Conform to the samples delivered by LEHISA, it is not a sale by sample.
c) Are not defective due to the materials, specification or other information provided by the Customer.
d) Are fit for use if they have not been handled or storage properly or if they are processed using inadequate machinery or under inadequate conditions.
8.5. LEHISA warrants, exclusively, that on the delivery date the Goods will be in full conformity with the specifications agreed upon.
8.6. The Goods are sold with no further warranties or promise by LEHISA with respect to its processing possibilities, potential applications and merchantability
8.7. LEHISA reserves the right to repair or replace any Good which, before the expiry of the warranty period, proved to be unusable due to poor materials, defective design or poor production. Such repair or replacement will require prior authorisation in writing by LEHISA.
8.8. If despite repair or replacement the Goods continue to be defective, LEHISA shall be entitled to take back the defective Goods against reimbursement of the received payments.
8.9. LEHISA will not assume any warranty for deficiencies beyond its control, especially if resulting form usual wear and tear, false information provided by the Buyer, improper maintenance, mistakes made when implementing the operating instructions, use of unsuitable materials, chemical or electrolytic influences or unsuitable or inappropriate use of the product.
8.10. If the Buyer claims that a warranty, in accordance with the technical specifications of the Goods, is not complied with, the warranty shall be valid only if LEHISA can check whether the parameters warranted have been met.
8.11. The warranty that LEHISA offers is subject to compliance with the terms of payment agreed upon with the buyer
9. Retention of Title
Without prejudice to delivery or transfer of risk to the Customer, LEHISA reserves ownership rights until full receipt of payment of the purchase price and of any other amount which, for any reasons, the Customer still owes to LEHISA and which being due and payable has not yet been satisfied.
9.1. Up until the date of transfer of ownership to the Customer:
a) In accordance with conditions 4.2 or 4.3, LEHISA shall be entitled to demand the handing over of the Goods, regaining possession and being therefore able to resell them.
b) The Customer shall storage the goods in an appropriate manner and under the necessary conditions to protect and preserve them, free of charge to LEHISA. Shall not remove or alter in any way the trademarks used to identify the Goods or their packaging, ensuring they are clearly identified as being owned by LEHISA. If, despite the aforementioned prohibition, the Goods are processed, mixed or combined with other products, LEHISA shall retain title of the new product in the amount equal to the value of the Goods.
c) At the request of LEHISA, the Customer shall be obliged to protect the rights of the former with regard to the Goods.
9.2. The rights granted to LEHISA under this condition are additional rights and shall not exclude or limit any other right or remedy which it may have.
9.10. The Customer is entitled to sell the Goods in the course of its business, and to transfer ownership to its customers provided they were good faith purchasers. This right shall automatically lapse in the circumstances set out in this condition and in conditions 4.2 and 4.3. If any of the aforementioned circumstances occurred and the Goods had already been delivered to the purchaser in good faith, LEHISA shall be entitled to demand full payment or to subrogate to the Customer’s rights regarding such sale, but only for the amount owed.
The Buyer is hereby authorised by LEHISA to register its retention of title with any public records office or archives, and shall be obliged to provide signature when required to that purpose.
10. The Buyer shall acquire title to the package material unless:
a) The package material indicates that either LEISHA or a third party claims retention of title of such package material.
11. Limitation of Liability
10.1. LEHISA shall not be liable to Customer for damages caused by the acts or omissions of the former together with its workers and representatives in connection with the Contract or the Goods, which exceed the amount of the defective goods purchase price, excluding taxes, customs duties, insurance premiums and any cost other than the cost of the Goods themselves.
10.2. LEHISA shall not be liable to the Customer or a third party for neither consequential damages (including production stoppage) nor loss profit caused by the acts or omissions of the former together with its workers and representatives in connection with the Contract or the Goods.
10.3. Any technical advice given by LEHISA whether verbal, in writing or by way of trials, before and/or during the use of the Goods, is given in good faith but without warranty. LEHISA’s advice shall not exonerate the Customer from its obligation to try out the Goods supplied by LEHISA in order to determine their suitability for the processes and uses for which they are or shall be destined.
10.4. LEHISA’s prices are negotiated and set taking into account that its maximum liability shall be limited. The Customer accepts it has its own means of risk limitation.
10.5. LEHISA can negotiate higher liability limits which shall be subject to the corresponding and proportional increase in price.
10.6. Unless otherwise agreed in writing, LEHISA’s liability shall never exceed the value of the goods at the time of sale.
10.7. LEHISA is released of any liability which is above the aforementioned maximum, eve if caused by its own negligence or breach of duty, except in the event of fraud by LEHISA.
a) Either the order form or its associated documents include a retention of title clause in favour of LEHISA or a third party.
In the above mentioned circumstances, the previous condition: “Retention of Title” shall apply.
LEHISA shall not be subject to any responsibility or liability other than to those set out in these conditions. Unless otherwise stated in any specific and mandatory laws, there is positively no right for the Buyer to make any claim, either contractual or extra-contractual for damages, including – but not limited to – damages resulting from loss of production, use, orders, profit and any other direct, indirect or consequential damage.
LEHISA shall only be responsible to compensate the Customer for the expenses incurred to repair defects in the supply.
Sale of the Goods by LEHISA shall not transfer any license or right under any patent concerning the product or its composition. The Buyer assumes all risks of patent infringement by way of use or production sale, either individually, combined with other materials or in a processing operation in some production process.
The benefit and the risk for the Goods supplied shall be transferred to the Buyer once they are ready for shipment and under the conditions agreed upon.
If shipment of the Goods is delayed for reasons beyond LEHISA’s control, the Goods delivered shall be stored and insured at the buyer’s own expense and risk. The Buyer must bear all costs and risks related to transportation.
The Buyer shall be responsible to insure the Goods supplied against any type of risk.
LEHISA can ask the Buyer for a photocopy of receipt for the latest payment of such insurance premiums.
All the aforementioned insurances are expected to last for at least the time required to fulfil the order.
15. Breach of Contract by the Buyer
In the event of breach or failure in punctual or adequate performance of any of the obligations under this contract by the Buyer and of arrangement with creditors, liquidation and winding up of its company, LEHISA shall be entitled to totally or partially rescind the contract or to totally or partially suspend performance. This shall be notified to the Buyer in a reliable way without further notice as to breach or judicial intervention and without LEHISA being responsible for damages, notwithstanding any other rights LEHISA may have.
As soon as any of the aforementioned circumstances occur, all the claims and unexpired credits which LEHISA may have against the Buyer shall immediately become due and payable.
If the Buyer fails to make punctual or full payment, the first time LEHISA demands payment, the former shall return the unpaid goods. If the Buyer didn’t return those goods LEHISA, notwithstanding any other rights and remedies it may have, shall be entitled to recover the unsold goods.
16. Force Majeure
16.1. LEHISA shall suspend performance, without it being considered breach of contract, in the event of circumstances which were unforeseen or which, though foreseen, were inevitable and which hinder or prevent such performance for as long as they last.
16.2. Force majeure includes but is not limited to the following:
16.2.1. Wars, whether declared or not, civil wars, riot, civil disturbance, acts of piracy and sabotage.
16.2.2. Act of God such as hurricanes, cyclones, earthquakes, tidal waves, floods or destruction caused by lightning.
16.2.3. Explosion, fire, destruction of machines, equipment, factories and of any kind of installation.
16.2.4. boycott, strikes, lock-outs, work stoppages, occupation of factories and premises.
16.2.5. Acts of public authority whether or not they exceed power and for which LEHISA has not taken the risk under the contract.
16.2.6. Shortages of raw materials, energies or manpower.
16.2.7. Restrictions on communications
16.2.8.- Delays or Subcontractors failing to perform
16.3. LEHISA shall notify the Customer in writing suspension of performance and, in the event of it lasting for more than five (5) consecutive weeks, both parties shall be entitled, prior written notice, to terminate the contract, notwithstanding LEHISA’s right to be paid the price of the Goods shipped to the Customer prior to suspension of performance, and to reimbursement of any other expenses incurred in connection with the contract and before its termination.
16.4. If force majeure prevents one or both Parties from performing any obligations under the contract, other than payment of the price, such party shall be exonerated from performing its obligations provided it notifies the other Party giving full particulars of the event of force majeure and of when such event started.
16.5. LEHISA shall not be liable for any losses or damages arising from failure in performance or punctual performance due to an event of force majeure.
16.6. If a force majeure event occurs, LEHISA shall be entitled to distribute the useful goods between its customers and its own needs, as it deems reasonable.
17. Set- Off
LEHISA (or any of LEHISA’s affiliates and subsidiaries) shall be entitled to set off any amount owing at any time by the Buyer (or any of Buyer’s affiliates or subsidiaries) against any amount payable at any time by the Buyer.
The Customer can not assign charge or otherwise transfer this Contract or any of the rights or obligations under it without the prior written consent of LEHISA.
19. Brochures and Documentation
Details contained in catalogues, brochures and technical documents shall be binding only if expressly stipulated as such in those documents.
All documents provided by LEHISA to the Buyer shall remain the exclusive property of the former, are deemed to be confidential and cannot be assigned under any circumstances or title to third parties. No content can be copied in or used in any way without prior written consent of LEHISA.
If the order is not placed, all catalogues, brochures and other documents shall be immediately returned to LEHISA.
20. Confidentiality and Data Protection
In compliance with the GDPR, the personal data provided by the Buyer shall be added to LEHISA’s database for the purpose of maintaining the contractual relationship, control of the sales process and payments. LEHISA shall handle these data with the utmost confidentiality, shall not use them to any purpose other than to carry out the services for which they were collected and shall take whatever measures are necessary to prevent them being altered, lost, used or accessed without authorisation.
LEHISA agrees not to disclose any of the aforementioned personal data, even when the contractual relationship has come to an end.
The Buyer hereby authorises LEHISA to keep its personal data for a period of five years once the contract has been discharged by performance.
The Buyer has the right to access correct, cancel or object to this information and can be exercised at any time by written communication addressed to.: “
Responsible de Protección de Datos de Lerrasa Hidráulica S.A., Carrer Balmes, 14, 08291, Ripollet, Barcelona.”
The conditions under this contract are separable. In the case any of these conditions shall be invalid, the validity or enforceability of the remaining shall not be affected.
In the event of any discrepancy between the texts in Spanish and in any other language relating to the sale of the Goods, the text in Spanish shall prevail.
23. Governing Law and Jurisdiction.
This contractual relationship shall be governed by the laws of Spain. The parties expressly waive any other venue or jurisdiction to which they might be entitled and consent to the exclusive jurisdiction and venue of Ripollet (Barcelona) for any dispute or legal proceeding which may arise between them regarding the validity, construction and performance of this General Terms and Conditions of Sale, as well as any act or transaction contained in them.