2) Conclusion of the Contract

2.1 The product descriptions displayed in the Seller’s online shop do not constitute binding offers by the Seller, but are merely descriptions enabling the Client to submit an offer request.

2.2 The Client may submit an offer request using the online offer request form integrated into the Seller’s online shop. By clicking the button that finalizes the order process, after having placed the selected goods
and/or services in the virtual shopping basket and completed the electronic offer process, the Client submits a legally offer request to contract with regard to the goods and/or services contained in the
shopping basket.

2.3 The Seller may accept the Client’s offer request within five days in one of the following ways:
– by sending a written order confirmation or an order confirmation in written form (e-mail) to the Client; or
– by requesting payment from the Client after the Client has submitted its order..

The contract shall be concluded at the time when one of the foregoing alternatives occurs. Should the Seller not accept the Client’s offer within the aforementioned period, this shall be deemed a rejection of the offer, with the effect that the Client shall no longer be bound by its statement of intent.

2.4 In the case of an order placed via the Seller’s online order form, the content of the contract shall be stored by the Seller. In addition, the content of the contract shall be stored on the Seller’s website and may be accessed by the Client through its password-protected customer account, by entering the relevant login credentials, provided that the Client has created a customer account in the Seller’s online shop prior to submitting its order.

2.5 Prior to submitting an offer requeset via the Seller’s online order form, the Client may correct all data entered using the standard keyboard and mouse functions. In addition, prior to submitting the order, all data entered will be displayed in a confirmation window, where it may likewise be corrected using the standard keyboard and mouse functions.

2.6 English shall be the only language available for the conclusion of the contract.

2.7 Order processing and communication generally take place by e-mail and through automated order processing. It is the Client’s responsibility to ensure that the e-mail address provided for order processing is accurate, so that e-mails sent by the Seller can be received at that address. In particular, where spam filters are used, it is the Client’s responsibility to ensure that all e-mails sent by the Seller, or by third parties
engaged by the Seller for order processing, can be delivered.

2.8 Where the Parties stipulate special conditions, such special conditions shall not apply to contractual relationships running concurrently with, or entered into in the future with, the Client.

2.9 Where the Client is financially unable to fulfil its obligations to the Seller, the Seller shall be entitled to terminate existing contracts with the Client without notice, by way of withdrawal. The same applies even where the Client pleads insolvency. This is without prejudice to the Seller’s right to withhold performance under Article 1467 of the Spanish Civil Code, and to the protections afforded to contracts with reciprocal outstanding obligations under Articles 158 to 165 of the recast Insolvency Act (Real Decreto Legislativo 1/2020, of 5 May). The Client shall inform the Seller in writing, in good time, of its impending insolvency.

3) Prices and Payment Conditions

3.1 All prices indicated by the Seller are net prices, plus applicable value-added tax (IVA). Costs for packaging, loading, freight, insurance (in particular transport insurance), duties and charges shall be calculated separately.

3.2 Payment may be made using any of the methods indicated in the Seller’s online shop.

3.3 Where prepayment has been agreed, payment shall be due immediately upon conclusion of the contract.

3.4 Payment shall be deemed to have been made once the corresponding amount has been credited to one of the Seller’s accounts. In the event of late payment, the Seller may claim default interest at a rate of ten percent above the applicable base interest rate, without prejudice to any other statutory rights of the Seller in the event of late payment by the Client. Where claims are overdue, payments received shall be applied first to any outstanding costs and interest, and thereafter to the oldest outstanding claim.

3.5 Where unforeseeable cost increases occur (such as currency fluctuations or unexpected price increases by suppliers), the Seller shall be entitled to pass such price increases on to the Client. This shall only apply, however, where delivery has been agreed to take place later than four months after conclusion of the
contract.

4) Shipment and Delivery Conditions

4.1 Goods shall be delivered by the dispatch route and to the delivery address indicated by the Client, unless otherwise agreed. For the purposes of the transaction, the delivery address indicated during the Seller’s order process shall apply.

4.2 The Seller shall be entitled to make partial deliveries, insofar as this is reasonable for the Client. Where partial deliveries are permitted, the Seller shall be entitled to issue partial invoices.

4.3 The Seller reserves the right to withdraw from the contract where its own suppliers fail to deliver, or deliver incorrectly. This shall only apply where the Seller is not responsible for the non-delivery and has entered into a corresponding back-to-back transaction with its supplier. The Seller shall make every reasonable effort to obtain the goods. Where the goods are unavailable, or only partially available, the
Client shall be informed without delay, and any payments made by the Client shall be refunded immediately.

4.4 The risk of accidental loss or accidental deterioration of the goods shall pass to the Client upon delivery of the goods to a suitable carrier. The same applies where the Seller bears the costs of transport. Transport insurance shall only be arranged on the Client’s instructions and at its own expense. Where the Seller is responsible for installation and assembly, risk shall pass to the Client upon handover of the fully installed and assembled goods.

4.5 Where delivery of the goods to the Client is delayed for reasons attributable to the Client, risk shall pass to the Client upon notification of readiness for dispatch. Any storage costs incurred after the transfer of risk shall be borne by the Client.

4.6 Where the Client collects the goods itself, the Seller shall notify the Client by e-mail that the goods are available for collection. After receiving that e-mail, the Client may collect the goods in coordination with the Seller. In this case, no shipping costs shall be charged.

5) Force Majeure

In cases of force majeure affecting performance of the contract, the Seller shall be entitled to postpone delivery for the duration of the impediment and, in the event of a longer-term impediment, to withdraw from the contract without giving rise to any claim by the Client against it. “Force majeure” means any event that is unforeseeable for the Seller, or any event that, even if foreseeable, is beyond the Seller’s reasonable
control, and whose impact on performance of the contract could not be averted despite the Seller’s reasonable efforts. Any statutory claims of the Client shall remain unaffected.

6) Delay in Performance

6.1 In the event of delay in performance, the Client shall be entitled to withdraw from the contract within the framework of the applicable statutory provisions, provided that the Seller is responsible for the delay.

6.2 In the event of default by the Seller, the Client shall be required to give notice within a reasonable period as to whether it wishes to withdraw from the contract or insists on delivery being carried out.

6.3 Where shipment is delayed at the Client’s request for more than one month after the Client has been duly notified of readiness for shipment, the Client shall be charged a monthly storage fee equal to 0.5% of the value of the goods to be delivered, provided that such fees shall not exceed 5% of the total price.

6.4 The right of either Party to prove higher or lower damages is expressly reserved.

6.5 The above limitations of liability shall not apply in cases of intent, wilful misconduct or gross negligence, nor in the event of damages arising from injury to life, physical injury or damage to health.

7) Reservation of Title

7.1 The Seller retains title to the delivered goods until the purchase price has been paid in full. The Seller further retains title to the goods until all of its claims arising from its business relationship with the Client have been satisfied.

7.2 Where the delivered goods are processed, the Seller shall be regarded as the manufacturer and shall acquire title to the resulting goods. Where processing involves other materials, the Seller shall acquire title in proportion to the invoice value of its delivered goods relative to the value of the other materials used.
Where goods belonging to the Seller are combined or mixed with items belonging to the Client, the item belonging to the Client shall be regarded as the principal item. In such case, the Seller shall acquire co-ownership of the new item in proportion to the purchase price of its goods or, in the absence of such purchase price, in proportion to their current market value. In such cases, the Client shall be regarded as custodian.

7.3 Goods subject to retention of title may not be pledged or assigned by way of security. The Client, acting as reseller, may only resell such goods in the ordinary course of business, on condition that the Client’s claims against its own customers arising from the resale are effectively assigned to the Seller, and that title
to the goods passes subject to payment. Upon conclusion of the contract, the Client assigns to the Seller, by way of security, its claims against its customers arising from such resales, and the Seller accepts that assignment.

7.4 The Client shall notify the Seller immediately if it has access to goods belonging or co-belonging to the Seller, or to assigned claims. The Client shall pay to the Seller any amounts collected that have been assigned to the Seller, insofar as the Seller’s claims are due.

7.5 Insofar as the value of the Seller’s security interests exceeds the secured claims by more than 10%, the Seller shall release a corresponding part of its security interests at the Client’s request.

For the avoidance of doubt, this retention of title shall, where applicable, be registered and enforced in accordance with Article 1922.2 of the Spanish Civil Code and Law 28/1998, of 13 July, on the Instalment Sale of Movable Goods (Ley de Venta a Plazos de Bienes Muebles).

8) Warranty Claims

In the event of defects, the applicable statutory provisions shall apply. By way of exception, the following shall apply to items that have not been used in accordance with their customary use in a building and have caused its defectiveness.

8.1 No warranty claims shall arise in cases of natural wear and tear, or in cases of damage occurring after the transfer of risk that is caused by incorrect or negligent handling, excessive stress, unsuitable operating equipment, or special external influences not covered by the contract, or by non-reproducible faults.

Where the Client or a third party carries out improper modifications or maintenance work, no warranty claim may be made for any resulting damage, unless the Client can prove that the notified defect was not caused by such modifications or maintenance work.

8.2 An insignificant defect shall not give rise to warranty claims and shall not entitle the Client to refuse delivery of the goods. Where part of the goods is significantly defective, the Client shall not be entitled to refuse delivery in full. This shall not apply where partial delivery is of no interest to the Client. Furthermore, payments made by the Client may only be withheld to an extent proportionate to the defect that has
occurred. Where an item is provided free of charge, the Seller’s liability for defects shall be excluded, except in cases of intent and gross negligence.

8.3 Warranty claims are excluded in respect of used goods.

8.4 The limitation period for any claim arising from defects is one year, calculated from delivery of the goods. Subsequent performance (new delivery or remedy of a defect) shall affect only the limitation period for claims arising from the defects that gave rise to such subsequent performance.

8.5 The above limitations of liability and reduction of the limitation period shall not apply:

– to items that have been used in accordance with their customary use in a building and have caused its defectiveness;
– to claims for damages and reimbursement of expenses that the Client may bring under the applicable statutory provisions relating to defects;
– where the Seller has fraudulently concealed the defect; or
– to the Client’s statutory right of recourse against the Seller.

8.6 Where the Client is a business person, it shall comply with the commercial obligation to inspect the goods and give notice of defects pursuant to Articles 336 and 342 of the Spanish Commercial Code (Código de Comercio). Should the Client fail to comply with those obligations, the goods shall be deemed accepted, unless the defect was not identifiable upon inspection.

8.7 In the case of subsequent performance, the Seller shall have the right to choose between repair and replacement delivery.

8.8 In the case of replacement delivery, the Client shall be required first to return the goods originally delivered within 30 days. The returned parcel must state the reason for the return, the Client’s name and the order number of the defective goods, so as to enable the Seller to identify the returned goods. Insofar and for so long as identification of the returned goods is not possible for reasons attributable to the Client, the Seller shall not be obliged to accept the returned goods or refund the purchase price. The costs of returning the goods shall be borne by the Client.
8.9 Where the Seller delivers a defect-free item in performance of its obligation of subsequent performance, it may claim compensation for use in accordance with the general principles on restitution under Spanish law (Article 1123 of the Spanish Civil Code). Any further statutory claims shall remain unaffected.

9) Liability

Liability for delay is exhaustively governed by the section “Delay in Performance” above. The Seller shall further be liable for any claims for damages and compensation, whether based on contract, quasi-contract,
statute or tort, as follows.

9.1 The Seller shall be liable without limitation, on any legal basis:

– in cases of intent or gross negligence; or
– in cases of negligent or wilful physical injury, or negligent or wilful injury to the life, body or health of a person; or
– on the basis of a warranty given, unless otherwise agreed; or
– on the basis of mandatory statutory liability, as provided, for example, under Real Decreto Legislativo 1/2007, of 16 November, approving the recast text of the General Law for the Protection of Consumers and Users, insofar as it governs liability for defective products.

9.2 Where the Seller has negligently breached an essential contractual obligation, its liability shall be limited to foreseeable damage typical for this type of contract, unless unlimited liability applies pursuant to Section 9.1 above. Essential contractual obligations are those obligations imposed on the Seller by the
contract that are material to it, whose fulfilment enables due performance of the contract, and on whose observance the Client may ordinarily rely.

9.3 In all other respects, the Seller’s liability is excluded.

9.4 The foregoing liability provisions shall also apply to the Seller’s liability for its assistants and legal representatives.

10) Statute of Limitation

The Client’s claims against the Seller — other than those referred to in the section “Warranty Claims” — shall be time-barred no later than one year from the time the Client became aware of them, and in any event no later than five years from delivery of the performance, unless unlimited liability applies pursuant to the aforementioned section. This is without prejudice to the general limitation rules under Article 1964
of the Spanish Civil Code, insofar as they are more favourable to the Client.

Statute of Limitation.

Actions and claims arising from the contractual relationships entered into through this website shall be subject to the limitation periods established under the applicable Spanish law in force in each case. In relationships with consumers and users, the periods and rights recognized under the applicable consumer protection legislation shall be observed at all times, and these General Terms and Conditions shall not entail any limitation of, or waiver by consumers and users of, the rights legally due to them. In relationships with companies, professionals or entrepreneurs acting within the scope of their business or professional activity, the limitation periods set out in the applicable civil or commercial legislation shall apply, having regard to the nature of the contractual relationship and of the action brought.

11) Retention, Assignments

11.1 The right of retention and the right to withhold performance are excluded, unless the Seller does not dispute the underlying counterclaim, or such counterclaim has been recognised by a declaratory judgment.

11.2 Assignment by the Client of claims arising from the contract with the Client, in particular assignment of
the Client’s warranty claims, is excluded.

12) Applicable Law and Jurisdiction

12.1 Spanish law shall apply to all legal relations between the Parties, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.

12.2 Where the Client is a business person, a legal entity governed by public law, or a special public-law fund, the competent courts for all disputes arising from this contract shall be the courts of the place where the Seller has its registered office in Spain, in accordance with Articles 50 and 52 of the Spanish Civil Procedure Act (Ley 1/2000, de Enjuiciamiento Civil). The same shall apply where the Client has no general place of jurisdiction in Spain, or where its domicile or habitual residence is unknown at the time proceedings are instituted. In any of the foregoing cases, the Seller shall in any event be entitled to bring proceedings before the courts of the Client’s domicile.