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Chinese-Simplified GENERAL SALES CONDITIONS
Sales by COMERCIAL DE UTILES Y MOLDES, S.A. (hereinafter "the Seller" or "CUMSA") will be governed by these General Sales Conditions (hereinafter "the Conditions"), except with respect to everything that is expressly agreed to differently in a corresponding offer or in the acceptance of an order and that constitutes the particular conditions of the same. Therefore, any other General Conditions that have not been expressly accepted by CUMSA, and particularly any other General Conditions that the Buyer (hereinafter the ″Customer") may try to arrange and/or impose in the course of the order offer and acceptance process, will be null and void for all purposes. These Conditions shall be deemed to have been communicated to the Customer as soon as he/she receives the offer or confirmation of the order by CUMSA, along with these Conditions. Alternatively, they will also be considered to have been communicated if the Customer previously received them in the course of his/her commercial relationship with CUMSA. Thus, in all these cases they are to be considered accepted by the Customer, for all purposes, upon placing their first order, after which they shall become part of the contract, in accordance with the provisions of Article 5 of Law 7/1998 of April 13 on General Contracting Conditions. CUMSA reserves the right to update the content of these Conditions at any time, without this requiring the Customer's consent, as it will become part of the contractual relationship with the Customer from the moment they are communicated to him/her and its acceptance occurs as per the terms indicated in the paragraph above. The applicable General Conditions will be those in force at the time of the order's formalization. The current General Sales Conditions can be viewed on our website: Sales Conditions - CUMSA Likewise, it is hereby established that the products and/or services offered by CUMSA are aimed only at companies or individual businesspeople acting in the spheres of their professional and/or commercial activity, and are in no case aimed at consumers or users.
ORDERS. FORMALIZATION AND COMPLETION OF SALES.
The scope of sales must be clearly specified in the Customer's order, and CUMSA may request any type of clarification related to them. In order to be considered valid, an order must be expressly accepted by CUMSA. CUMSA reserves the right to refuse, suspend or cancel any order if, in its view, the Customer does not meet the appropriate solvency requirements. The sale includes only those products forming the object of the order, except in cases where, the Customer's order, duly accepted by CUMSA, explicitly includes some additional documentation, information, medium or service. The weights, dimensions, capacities, technical specifications and configurations related to CUMSA products included in catalogues, brochures, leaflets, technical literature, videos and 3D files available for downloading on the website to which the Customer may have access are only indicative, and are not binding, except in cases where CUMSA accepts a fixed specification from the Customer, which must be part of the specific documents of the order and accepted in advance by CUMSA. Modifications and/or variations in the scope, number, terms or other terms of an order that may be proposed by one of the Parties must be reported to the other, always in writing, and, for them to be valid, they must be accepted by said party. Modifications and/or variations will also be considered those produced by changes in the applicable legislation, rules and regulations, and force majeure scenarios or unforeseeable events occurring after the date on which the corresponding offer was submitted. Whenever such modifications and/or variations impose additional or more onerous obligations on CUMSA, it shall be entitled to an equitable adjustment of the contractual terms so that they fully reflect the consequences of the new or modified law or regulation, or the force majeure event or unforeseeable circumstance. If placing orders through the CUMSA website, the Customer must previously register as such using the form provided for this purpose. These General Conditions shall also apply to orders placed through the website.
PRICES
The sales prices do not include VAT or any other tax, duty or fee, which will be subsequently applied to the invoice at the corresponding rates. Unless there is a stipulation in the order to the contrary, or an agreement in this regard between the Customer and CUMSA arising from their business relationship, the prices do not include wooden packaging, transport, freight or insurance. When, on an exceptional basis, freight is covered, the merchandise will travel by the form of transport chosen by CUMSA, the Customer shouldering the expense for any other transport he/she expressly indicates. These prices are only valid for orders of all the products specified in the offer. The offers and price lists published at any given time and by any means are purely indicative, and CUMSA reserves the right to modify said prices without notice. In the case of special offers subject to special campaigns and contingent upon an order, the prices offered will have the temporary validity indicated in each case, and in this period they will be considered as fixed for the payment terms and amounts specified in the offer. Once the order has been accepted by CUMSA, the prices will be considered fixed and not open to adjustment unless: (a) this is expressly agreed to between the Customer and CUMSA; (b) the order was modified at the Customer's request, and, in general, a variation and/or modification occurs by virtue of the provisions of these conditions; or (c) The prices were quoted in a currency other than the EURO, in which case they will be adjusted to the extent that they lost parity with respect to the EURO between the date of the order and the contractual dates for the billing of each delivery. The costs of product inspection or certification at the destination by agencies will be borne by the Customer, including possible tariffs, import fees and Customs expenses. When there are catalogue items whose prices do not appear on the list at any given time, consult with our Sales Department. CUMSA may modify the sales prices of the products at any time. The modification of the sale price will not affect those orders in progress that have been expressly accepted by CUMSA.
PAYMENT CONDITIONS
CUMSA's offer or, failing this, the Customer's order, accepted by CUMSA, will include the payment terms. Pre-specified payment terms may also be used within the framework of a continuous business relationship agreement between the Customer and CUMSA. These payment terms must comply, in any case, with the mandatory provisions of Law 15/2010 of 5 July, amending Law 3/2004 of 29 December, which establishes measures to combat late payment in commercial transactions, without, in any case exceeding the deadlines established therein. Consequently, the payment method will never exceed 60 days from the date of the invoice, with the first transaction always being paid up front. To open an account, the Customer must send the Account Opening Request form, duly completed. Any delay in the payment of invoices will entail the temporary suspension of the credit account until the debt is settled, and the Customer in arrears will be subject to the application of the interest provided for by Law. CUMSA reserves the right to terminate the customer's credit account in the event that it does not settle its debts within 30 days. If, for reasons beyond CUMSA 's control, the delivery of the products is delayed, the contractual conditions and payment terms will be maintained. In the event of late payments by the Customer, and unless there is an express agreement in this regard, the latter will be obliged to pay CUMSA, without any request to this effect being necessary, as of the due date of the payment, late-payment interest, which will be calculated in accordance with the provisions of Article 7 of Law 3/2004 of 29 December. The payment of this interests will not absolve the Customer from their obligation to make the rest of the payments in accordance with the conditions agreed to. In the event that the Customer incurs in delays in the payments agreed to, CUMSA may provisionally or permanently suspend, at its discretion, the shipment of the products, without prejudice to requiring the Customer to make the late payments and to claim for, where applicable, additional compensation for this suspension. The bringing of a claim by the Customer for a lack of conformity, defects or delays does not entitle the Customer to any suspension or deduction in the payments committed to, unless this is expressly agreed to between the parties. The products ordered will be supplied under reservation of title in favor of CUMSA, until full compliance by the Customer with his/her payment obligations, the latter being obliged to immediately inform CUMSA of any impediment or embargo that a creditor intends to place on the products, indicating the precise data necessary to intervene in the administrative or judicial proceedings in the exercise of its rights. The Customer also undertakes and pledges to cooperate and adopt any measures that may be necessary or expedient, and those proposed by CUMSA, to safeguard its ownership of said equipment and material. In the event of bankruptcy proceedings initiated by the Customer or by a third party, the Customer undertakes and pledges to communicate, in the bankruptcy file documentation, as well as, where appropriate, that which may be requested by the judicial body or the bankruptcy administration during the entire process, of CUMSA's status as the legitimate owner of the goods. The manufacture of special products may require, depending on the amount, prior payment of half of their value at the time the order is placed.
DELIVERY TIMES
Delivery times are to be understood as pertaining to the products delivered in the manner and condition indicated in the acceptance of the order, and the Customer must have previously made the payments provided for, where applicable. Unless CUMSA indicates a specific and binding delivery period in the acceptance of the order, the deadlines indicated for the delivery of the material are merely informative, not binding on CUMSA. The delivery time indicated may be modified by CUMSA without this giving rise to any type of compensation or termination right for the Customer, when: (a) the Customer does not provide the documentation required for the delivery and making available of the products on time; (b) the Customer request modifications to the order that are accepted by CUMSA and that, in its view, require an extension of the delivery time; (c) the Customer has breached any of the contractual obligations of the order, especially those relating to payments; (d) for reasons not directly attributable to CUMSA, there are delays in the production or availability of all or some of the elements of the product; or (e) the information provided by the Customer regarding the address and other data necessary for delivery are erroneous and/or incomplete. The additional costs that CUMSA may have incurred due to the above scenarios (e) will be borne by the Customer. As examples, but not limited to these instances, the following causes of delay are included: strikes by suppliers, transport and services, failures in third-party supplies, or in transport systems; floods, storms, riots, strikes in other related sectors, stoppages of personnel of the Seller or its subcontractors, sabotage, accidental stoppages at the establishments of CUMSA or its suppliers due to breakdowns, etc. and the force majeure causes provided for in current legislation. In the event of a delay in the delivery of the products subject to the order directly and solely attributable to CUMSA, the Customer will apply only the penalty that has been previously agreed to with CUMSA, said penalty being the only possible compensation action due to delay. In the event that no express agreement has been reached, the Customer expressly waives any claim for compensation for delay, as well as exercise of the rescission action provided for in Article 329 of the Commercial Code. The customer may not refuse to pay the price of the product already delivered whenever CUMSA has partially delivered an order. Deliveries, unless expressly agreed to otherwise, will be made EXW (Ex Works) in accordance with INCOTERMS 2020.
PRE-SALE TECHNICAL GUIDANCE
CUMSA offers the Customer a free pre-sale technical guidance service, answering any questions that the Customer may have regarding the proper implementation and/or use of the Products. The pre-sales technical guidance provided by CUMSA will be based on and limited to the information provided by the Customer regarding its facilities, equipment, machinery and the way that it intends to use the Product in question, as well as the rest of the conditions under which the Product is going to be used. The information provided by CUMSA within the framework of the pre-sales technical guidance service is provided free of charge and on a purely indicative basis, and is not binding on the Parties. CUMSA will not be liable, in any case, for damages, direct, indirect or consequential, that the Customer may suffer from the use of the Product based on the information received within the framework of the free pre-sales technical guidance.
CLAIMS AND WARRANTY
CLAIMS
In the event of incidents upon reception of the Product, they must be recorded on the transport company's delivery note, indicating the type of anomaly or non-conformity observed. If the transport was contracted by the Customer, it will have to process the appropriate claims. Any return of material due to a non-conformity upon receipt of the Product must be previously reported in writing to CUMSA, providing a copy of the delivery note and indicating the reason for the return, as well as the relevant evidence. The return of any type of Product delivered for lack of use, whenever the original packaging has been unsealed, and used, or installed in other equipment or facilities, or has been subject to disassembly not carried out by CUMSA, will not be accepted, except in cases of non-conformities of the products not perceivable at the time they were received, in which case the provisions of the corresponding WARRANTY section will apply.
WARRANTY
The warranty covers manufacturing defects throughout the range for a period of one (1) year from the date of product delivery. Each warranty will be void if all the instructions indicated in our diagrams, instruction manuals and technical data sheets, or in the specific technical standards, have not been observed. The standard wear and tear of the products will not be covered by the warranty (the maximum number of uses covered by the CUMSA warranty may be indicated for certain products), and their misuse and/or storage will also void the warranty. CUMSA is not obliged to indemnify the Customer or third parties for the consequences of the use of the product should this lead to direct or indirect damages, accidents suffered by persons, damage to property, lost profits or earnings, or damages arising from their deterioration. The warranty is limited to the processing of simple replacement of the defective part or product, or its repair by CUMSA, at its discretion. In the event that, within the warranty period, CUMSA has inspected the defective product or part, and acknowledged in writing the manufacturing defect alleged by the Customer, but the replacement or repair of the Product is not possible in CUMSA's view, the Customer shall be entitled to terminate the contract and receive reimbursement of the price paid for it. The transport costs for the return will be borne by the Customer until CUMSA confirms that the repair or replacement of the product was not possible, in which case CUMSA will defray this cost, along with the price paid. Returned items whose warranties have expired will be managed by informing the Customer of their status and, if possible, the amount of the repair. They will be held by CUMSA for 60 days from their arrival at its facilities.
PENALTY CLAUSE
If the Customer proves the existence of a breach or defective fulfillment of processing or manufacture attributable to CUMSA, it is expressly agreed that CUMSA's liability shall be limited to refunding the amount paid by the customer. Consequently, the liability of CUMSA, its agents, employees, subcontractors and suppliers for claims arising from violations or breaches of its contractual obligations, will not exceed the basic contractual price, and will not include, in any case, damages resulting from lost profits or revenue, production or use; capital costs, inactivity costs, delays and claims by the Customer's customers, replacement or exchange costs, loss of expected savings, increases in operating costs, or any special, indirect or consequential damages or losses of any kind. The limitation of liability expressed in this clause shall prevail over any other found in any other contractual document that contradicts or is inconsistent with it, unless this provision further reduces CUMSA's liability.
APPLICABLE LAW
These Conditions shall be governed by and construed in accordance with Spanish law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
COMPETENT JURISDICTION
The parties, expressly waiving recourse to any other jurisdiction that might otherwise correspond to them, mutually agree that all litigation, regardless of its nature, relating to this sale, its fulfillment, execution and interpretation will be the exclusive competence of the Courts of the City of Barcelona.