General Conditions of Supply
SCS High Pressure
IP-01_R01 Rev0 15/07/2021
Scope of validity
a) SCS High Pressure as a division of Daunert Machines-Tools SA will carry out supplies and performance exclusively under the general contracting conditions set out below. Modifications and add-ons will require the written form. The conditions of the other party that disagree with these will not be valid, although, in each case, no opposition is expressly made to them.
b) These general conditions of contract will also be valid for all subsequent orders, without the need to make express reference to them again.
2‐ Offers and Prices
The offers made are without obligation, unless expressly stated in the same way, and must be subject to confirmation in accordance with the provisions below.
a) In offers classified as binding, the contract will be deemed accepted when the customer communicates such acceptance within two weeks from the date of the offer. After this period, the offer is no longer binding on SCS High Pressure. Otherwise, the contract is considered perfected when SCS High Pressure has confirmed the order. SCS High Pressure reserves the right to refuse orders or to demand warranties.
b)Descriptions and indications of measures in price lists and technical documentation shall not be binding without express written confirmation. SCS High Pressure until the date of delivery, reserves the right to make modifications to the construction and parts, taking care of the progress and constant changes in technological progress.
c) SCS High Pressure prices will be more understood as the VAT applicable at any given time. Prices are Ex works Cornella and do not include packaging, transport, freight, insurance or other shipping costs unless clearly specified in the offer made.
d) The respective prices indicated in the current SCS High Pressure price lists shall apply at any time, unless otherwise agreed upon.
e) If the technical changes requested by the customer represent a higher cost to SCS High Pressure this higher cost will be invoiced separately.
f) Regarding the quotes offered, drawings and any other offer documents, SCS High Pressure reserves the property and copyright rights. The indicated will only be transmitted to third parties with the prior authorization of SCS High Pressure.
3‐ Supply and assignment of risk
a) Partial supplies are permitted and will force the customer to pay the proportional price based on partial supply.
b) Supplies are understood Ex works Cornella and all the risk are responsibility of the customers from the moment it is informed to him that the order is ready for shipment, or at the time of delivery to the consignor or carrier. The same shall apply in the case of supply with freight paid to the point of destination and partial supplies.
4‐ Deadlines and delivery dates
a)The delivery times indicated by SCS High Pressure are approximate and are understood without obligation, unless, in each particular contract, fixed dates have been expressly established. These are only binding, if SCS High Pressure has received on time, from the customer, all the documents, authorizations, and declassifications necessary for the execution of the order, as well as the agreed payments.
b) In cases of force majeure or in the case of other circumstances not attributable to SCS High Pressure (e.g. measures by the authorities, strike, lockout, alterations that impede the normal functioning of the company, traffic problems etc., even if delivery dates – even confirmed – are given in the supplying pre- shall be extended reasonably within one month. Likewise, agreed delivery times will be extended over time when the customer is constituted in arrears. If SCS High Pressure is unable to comply with its commitment or is not enforceable, SCS High Pressure will be relieved of its duty of benefit. If the delay in delivery exceeds one month, both SCS High Pressure and the customer may withdraw from the part of the contract that has been breached.
c) If the customer requires changes to the order after the contract is processed and they influence the time of manufacture and supply, the agreed delivery dates will be set again, in writing. In case of doubt, the delivery dates will be extended for the same time as the corresponding dilation. The same shall apply if the customer does not properly comply with his obligations of cooperation or payment assumed.
a) Payments of the fixed net price will be made within forty-five (45) calendar days from receipt of the invoice. All this, unless otherwise provided by law, or unless both parties by mutual agreement lay down payment terms other than those provided for herein.
b) If compliance with the payment obligation is at risk, due to the deterioration of the customer's economic and economic situation, – especially if there is a request for the opening of a creditor tender file, embargo or enforcement proceedings, as well as the protest of a letter or cheque, SCS High Pressure may provide reimbursement, require payment in advance , retain the outstanding goods as well as suspend the orders in process and, except in the case of the contest, terminate the contracts already concluded with the customer, unless the customer makes a prepayment or provides a sufficient guarantee to the satisfaction of SCS High Pressure.
c) SCS High Pressure reserves the right to bring the corresponding claims, in case of delay.
d) If the customer defaults on the settlement of invoices for the supply of goods in accordance with these conditions of supply, SCS High Pressure reserves the right to apply an interest charge as a delay on the corresponding payment date of seven percentage points above the official price of the money fixed by the European Central Bank.
e) The customer will only have the right of withholding or compensation if he/she has an unquestionable and firm title.
6‐ Domain Reserve
a) The goods supplied to the end customer shall be the property of SCS High Pressure as a reserve good until the full payment by the customer of the existing and future debts resulting from the commercial relationship. The same shall apply if some or all of the outstanding debts are recorded in a current account, so that the domain reserve is understood as collateral for the debtor balance. Payments made by letters and cheques will be considered satisfied once charged.
b)If the final customer incurs on insolvency or proceedings on his assets are requested to be opened, SCS High Pressure may request the immediate return of the goods with a reservation agreement. Such a refund is not considered to be termination of the contract. At the same time, all deferred credit balances are considered due, and the cash payment of the letters received, whatever their expiration, will be claimed against their return.
7‐ Warranty and Liability
a) SCS High Pressure guarantees goods that are damaged by material or legal defects in accordance with the provisions of this section.
b) Parts or machines that, at the time of delivery, are defective, at the option of SCS High Pressure will be repaired or replaced with new parts. Claims for defects and other claims must be made immediately and in writing, and within 7 calendar days of receipt of the goods. Replaced parts are the property of SCS High Pressure and must be returned at the request of SCS High Pressure.
c) The regular warranty period will be 12 months from the delivery of the goods. For a part of replacement and repair of a part, the warranty period will be 6 months. However, the warranty period shall at least remain in force, until the initial warranty period for the object of supply has elapsed.
d) In case of supply of a new part, SCS High Pressure will pay even transportation to the initially agreed destination. However, SCS High Pressure will not incur the costs of uninstallation and installation, or other additional costs required by The Customer. If, at the customer's request, the supply must be delivered to another place of destination or if SCS High Pressure must provide complementary services on the ground requested by the customer, the additional costs for such concepts will be paid by the customer.
e) If neither the repair nor supply of a new part is possible or the attempt has failed at least twice or SCS High Pressure has not carried out the repair or supply within a reasonable time, the customer may demand a reduction, termination of the contract or claim damages. The claim for damages assumes that the customer must prove that SCS High Pressure is responsible of the problem.
f)SCS High Pressure does not assume or be liable for damages caused by the following causes: for defects or damages, not attributable to SCS High Pressure, caused by improper use, by mounting or commissioning defective, excessive use, natural wear, defective and negligent handling, use of improper operating media, chemical, abrasive, electrochemical or electrical influences (only if they are established in the contract).
g) Liability for damages is excluded if this is legally possible. SCS High Pressure shall not be liable for damages not attributable to wilful or gross negligence, unless the fault relates to a fundamental obligation and/or a senior company manager. This disclaimer shall not apply in cases of injury and damage to physical integrity or health.
h)SCS High Pressure's liability is limited to the net value of the goods supplied, in which the defective element exists, being limited to the foreseeable damage.
i) SCS High Pressure shall not be liable for damages attributable to the fact that the customer has not properly or fully informed about the conditions of the environment or operation relating to the place of application or the means to be measured that have an influence on the functionality of the products, on SCS High Pressure measuring devices.
8‐ Confidentiality and Protected Rights
a) The parties undertake each other to keep rigorous secrecy against third parties. In particular, the customer is obliged to keep confidentiality of the information received, and not to provide third parties with trade and business secrets, manufacturing procedures and other commercial and business facts, documentation, and information of SCS High Pressure. who have come to your knowledge because of the order.
b)Both parties shall also impose the above obligations on their collaborators and third parties who, according to their designation, participate in the order.
c) SCS High Pressure se reserva el derecho de autor en relación con todas las muestras, presupuestos, dibujos, diseños y otras informaciones – aunque sean en forma electrónica. El cliente únicamente podrá utilizar éstos y cualesquiera otros derechos protegidos relacionados con el objeto de suministro en el marco de lo establecido en el contrato quedando prohibida su entrega a terceros o su explotación.
d) SCS High Pressure reserves copyright in relation to all samples, budgets, drawings, designs and other information – even in electronic form. The customer may only use these, and any other protected rights related to the object of supply within the framework of the provisions of the contract. It´s forbidden its delivery to third parties or their exploitation.
e)SCS High Pressure has protected all rights related to the object of supply. The customer must immediately inform SCS High Pressure if a third-party claim for an alleged violation of the protected rights, or if the violation of SCS High Pressure's protected rights by a third party is known to him.
f)If the customer, in the context of a contest, is given technical specifications and in the end the corresponding order is not made to SCS High Pressure, these specifications must be returned immediately and may not be provided to a third party.
a) Additional stipulations or supplements to these terms and conditions will require the written form for their effectiveness.
b)For any doubt or discrepancy, the Courts and Tribunals of Barcelona shall have jurisdiction. However, and at the choice of DAUNERT MÁQUINAS-TOOLS S.A. could also be those of the customer's main address.
c) Spanish law shall apply. If any clause of these terms of supply is void, it will be replaced by the corresponding provision of the Civil Code/Commercial Code.