SCOPE OF APPLICATION
These general conditions of sale (hereinafter, the “Conditions“) will be applicable to commercial relations, solely and exclusively between the company ESPA 2025 SL or any of its subsidiaries that make up the Espa Group (hereinafter, the “Supplier“) and its professional Clients (hereinafter, the “Client“) (referred to separately as the “Party” and together as the “Parties“) and to all sales of products (hereinafter, the “Products“) of the Supplier detailed in the orders form, whatever the form or the support in which these are carried out by the Clients: letter, email, fax, computer programs or commercial templates (hereinafter the “Order Form” or, where appropriate, the “Orders Form“). In no case, or exception, will they apply between the Client and his own clients.
The Supplier does not recognise the Customer’s general contracting conditions, nor any agreements other than these Conditions. Any other terms and conditions other than these Conditions will not have any effect, except express acceptance, prior and in writing, signed by both Parties.
By placing the order, the Customer declares to have read and previously known these Conditions and accepts their stipulations, as well as their express incorporation into the contract. In the absence of an express agreement to the contrary, all future purchases of Products by the Customer will be subject to these Conditions.
The Supplier reserves the right to modify, at any time and without prior notice, the Products, as well as their characteristics, without any obligation to notify the Client, and is not responsible for any inaccuracies contained in the catalogues-tariffs, due to transcription or printing errors.
The copy, reproduction or representation, total or even partial, of the pages and information published in the catalogues-tariffs without the authorisation of the Supplier constitutes a falsification and is illegal.
These Conditions apply to all Product Orders Form made by the Customer and accepted by the Supplier.
The Client: (i) declares having had access to these Conditions prior to the formalisation of the contract, as part of the Order Form and (ii) declares having read them and knowing and understanding their content, expressly accepting their incorporation into the contract through the acceptance and signing of the Order Form.
When the Supplier accepts a Customer Order Form, a contract shall be deemed to have been concluded between the Parties, which shall imply the Customer’s knowledge and compliance with the content of these Conditions and with the Order Form.
Acceptance of the conditions does not prevent the Parties from having the particular conditions they consider appropriate, constituting, both the conditions and the particular conditions, an integral and necessary part of the Orders Form.
The contract will be made up of: (i) the Order Form; (ii) these Conditions and, where appropriate, (iii) the particular conditions that are agreed upon, which can only be modified by written agreement signed by the Parties.
The particular conditions that appear in an Order Form, will prevail over the Conditions in everything that differs from them or is contradicted. If there are no specific conditions in the Order, the Conditions will be directly applicable.
The partial or conditional acceptances of these Conditions by the Client will not be valid. Any partial or conditional acceptance by the Client of the same will be taken as a rejection of the Conditions and, therefore, a contract between the Parties will not be understood to have been concluded, all except with the express written agreement of the Parties to the contrary.
The contractual relationship between the Supplier and the Client is commercial. The status of independent entrepreneurs of the Parties will not be altered by the contractual relationship between them. Consequently, the Parties will act as merchants with independent legal personality, without identification or confusion with the company and assets of the other Party. The Parties do not have the power to represent themselves judicially or extra judicially. The Parties may not act as representatives or agents of the other Party, nor may they carry out any action that entails an obligation towards third parties of the other Party or implies an appearance of connection or dependency with respect to the other Party.
The Supplier has all the licenses and authorisations necessary today for the commercialisation of the Products, which also comply with all the applicable regulations for their commercialisation.
ORDERS FOR PRODUCTS
The Client will formalise the orders of Products to the Supplier by means of the submission of an Order Form.
The Customer Orders Form received by the Supplier, as well as any variations thereof, will only be considered accepted by the Supplier when this is confirmed in writing by the Supplier.
The information on the Products provided by the Supplier to the Client will only be binding on the Supplier and the Client if it has been expressly confirmed in the acceptances of the Orders Form.
In case of modification and / or cancellation, total or partial, of an Order Form, the Supplier reserves the right to invoice the Client for all or part of the costs and expenses incurred as a consequence of the modified Order and / or cancelled, especially if the Purchase Order had been executed by the Supplier in accordance with the guidelines given by the Client to the Supplier or in accordance with clearly personalised conditions.
The Supplier may cancel, in whole or in part, any Order Form considered as accepted, as long as said cancellation is notified to the Customer by email with delivery confirmation, within forty-eight (48) hours after the Order Form is considered as final and without the Customer being entitled to any compensation for this reason.
Without prejudice to the provisions of Clause 3.5 above, any drop in the supply and / or modification of any of the Products must be communicated by the Supplier to the Client with reasonable notice so that the latter agrees to the proposed changes. In the event of the Client’s disagreement with the changes proposed by the Supplier, the Supplier may cancel the Order for Products without the Client being entitled to any compensation for this reason.
DELIVERY OF PRODUCTS
The delivery of the Products will be made under the terms chosen by the Parties for each Order Form.
The delivery period established in the Orders Form is considered as the estimated delivery date. In the event that the Supplier is aware, prior to the delivery of the Products, of the existence of circumstances that may impede the delivery of the Products in the term and in the agreed manner, the Supplier shall immediately notify the Client. In the event of delay, the Supplier will propose a new delivery date which, if it exceeds 14 calendar days, will entitle the Customer to cancel the order, renouncing to claim any damages. This cancellation will not entail any cost for the Customer unless the Products object of the Order are not standard (that is, they are not contained in the Supplier’s catalogues), in which case, the Customer must assume the cost of cancellation 70% of the amount of non-standard Products contained in the Order Form.
The cases of force majeure will give the Supplier the right, by written notification to the Client, to cancel an order or suspend it for the duration of the force majeure event, without the Client being entitled to any additional compensation for this cancellation or suspension. Force majeure, war, strikes, fire, explosion, accident, flood, sabotage, lack of adequate fuel, or of energy, raw materials, containers or transportation for reasons beyond the reasonable control of the Supplier; labour disputes, strike, lockout or precautionary measure (if it is understood that the Supplier will not be obliged to resolve a labour conflict against its good judgment), compliance with state laws, rules, regulations or resolutions, total or partial failure or failure machinery, devices or own or other processes; or any other cause whether or not of the type listed above that prevents or delays the fulfillment of the Orders Form, derived or attributable to acts, events, omissions or accidents beyond the reasonable control of the Supplier.
The existence of non-substantial differences in the Product requested by the Client will not suppose a breach by the Supplier. In the event that there are reasons that prevent the total delivery of the Products requested by the Client, the Supplier is allowed to partially deliver the Products to the Client.
ACCEPTANCE OF PRODUCTS
The Customer must immediately examine after delivery of the Products that they correspond to the quantity and quality requested in the Order Form, and check if the Order shows any damage, as well as verify the number of packages received. If after the aforementioned examination the Client observes defects in the Products supplied, this incidence must be recorded on the delivery note. The detected damages must be communicated within a maximum period of two (2) business days from the receipt of the merchandise with a copy to the Supplier and the transport agency. In any case, the Products will be understood as accepted by the Client when he does not notify defects in them within the period provided in this Clause.
If the Supplier accepts the Customer’s claim, the Customer may, in its sole discretion and with respect to the Products that are considered not to comply with the quantities and qualities due in accordance with these Conditions and the acceptances of the Order Form, including where appropriate, the particular conditions agreed therein, either: (i) replace the aforementioned Products free of charge, bearing, as necessary, the costs related to the replacement thereof, or (ii) reimburse the Client for the amount charged by said Products and / or reduce the amount to be charged for them on the occasion of the issuance of the corresponding invoice.
All of the above provided that the Product is in the same packaging conditions as at the time of delivery without prejudice to the ordinary deterioration that may arise depending on the useful life or periods of expiration and / or maturity thereof. In any case, the Client waives any compensation for damages that may correspond.
PRICES AND PAYMENT TERMS
The price of the Products will be the price stated in the acceptances by the Supplier of the Order Form (the “Price”).
The Price does not include Value Added Tax and / or any other applicable taxes and fees. These concepts will be indicated on the invoice for the legally established amount.
The Price must be paid in accordance with the payment conditions established by the Supplier in the Order Form accepted by the Supplier.
For all purposes, payments must be made without costs and without discounts to the Supplier on the dates and conditions set between the Parties in the Order Form or, where appropriate, in the particular conditions, without such terms being contrary to the provisions of Directive 2011/7 / EU of the European Parliament and of the Council of February 16, 2011 establishing measures to combat late payment in commercial operations, in the wording with which it has been transposed in each country of the European Union, or according to the mandatory rule that applies in other countries outside the EU.
In the event of a delay attributable to the Customer, the Supplier shall have the right to claim default interest consisting of a simple monthly interest of 1.5%, and without prejudice to the exercise of the actions that the Supplier may be entitled to in the event that will cause additional damage from the delay.
Any litigation between the Parties, including also the guarantees, will not be considered a reason for delay in the agreed conditions and terms of payment, nor will it give the right to suspend them and, under no circumstances, nor to modify them.
In the case of return or non-justified or not attributable to the Supplier, it will entitle the Supplier to proceed against the Client, not only for the amount returned or unpaid, but also for all other expenses generated.
In addition, the prices that the Supplier will apply will be those indicated in the rates in force, or those agreed in its offers, promotions, commercial templates or campaigns and will be in Hong Kong Dollars without taxes. Likewise, and except for special or particular conditions, the INCOTERM 2010 EXWORKS is applicable.
Unless expressly agreed and in writing to the contrary, all prices will be considered net, in Hong Kong Dollars, and without any deduction.
The merchandise always travels at the Client’s expense and risk, even in cases of freight paid. Carriers and transport agencies charge a % of the transport costs in the transport price to cover possible incidents that occur during the shipment of Products.
The freight will be, unless expressly agreed, borne by the buyer.
The delivery time is always approximate and, except by prior agreement or express written agreement, the Supplier shall have no liability. This period will count from the day the order has been confirmed via email or fax, as long as the general conditions of purchase of that order, if applicable, have also been agreed.
Likewise, in the event that the Supplier doubts the solvency of the Client, by reports, or by delay of the pending payments, he will have the right to suspend the shipment of the merchandise without, in any way, causing compensation or compensation to the Client by the Supplier.
Returns of material will not be accepted, unless they are justified, requested in writing and authorised by the Supplier, within a period not exceeding 14 days from the date of receipt of the merchandise. In this case the material must be duly returned with the original packaging and postage paid, according to the return protocol. Please refer to our returns policy.
In the case of returns that are not for quality reasons, only those that are of program material, that is, of items detailed in this catalogue-tariff, can be accepted and must be compensated with another purchase order, at least the same amount. Furthermore, these returns will depreciate 15% of the net invoiced value, as a result of the revision and conditioning costs.
GENERAL SUPPLIER WARRANTY
The Supplier guarantees all its Products against any manufacturing defect for two years from the date of invoice of the Product. Only damaged or defective parts, as well as labour required for repair, will be accepted as warranty, and not the complete set. The guarantee is, therefore, limited to the replacement of these parts and to the labour in the technical services indicated on our website, never accepting another charge for compensation, displacement, labour or disassembly of the pumps or equipment in the Customer’s facilities.
The guarantee will not be considered if due to causes beyond the product, installation, improper use or alteration of the supply voltage (voltage, current, Hz) the product breaks down.
In the event that external services are necessary to access the equipment (or materials to be rented), the Supplier will not be responsible for these extras.
Any product of the Supplier purchased for installation as part of any other product or equipment manufactured by third parties and not intended for domestic use, will have a ONE YEAR technical guarantee from the date of sale of the ESPA 2025 SL product.
In the event that the ESPA product is sold after the established maximum technical warranty period of TWO YEARS, and contrasted with its serial number, the distributor or customer of the product will have an additional warranty period of ONE YEAR, from the expiration date of the initial technical guarantee period.
Until the date in which the Client makes the total and effective payment of the invoices corresponding to the sale of the Products, the Seller retains the ownership of the Products (reservation of title).
These Conditions and / or the Customer Order Form do not generate exclusivity between the Parties, so the Supplier may supply the Products and other similar to other customers.
The Client is informed that their personal data, as well as those of the natural persons involved in signing and executing this contract on behalf of and representing the Clients, will be incorporated into a file owned by the Supplier with the aim to manage the maintenance, compliance, development, control and execution of the sale of Products.
The Client and / or any of the other data holders can exercise their rights of access, rectification, cancellation and opposition through a written referral sent to the Supplier’s address. The Client agrees that, prior to supplying the Supplier with any personal data of any natural person acting on behalf of the Client, the natural person will be informed of the content of the provisions of this clause and fulfilled any other requirements that may be applicable for the correct communication of its personal data to the Supplier, without having to take any additional action against said person in terms of information or consent.
PROPERTY DAMAGE LIABILITY. LIMITATION
The Supplier’s responsibility for any direct consequential damage of the Client, in relation to defective or damaged Products that, either is accepted by the Supplier, or in respect of which there is a judicial resolution, so determined, that is firm or that is susceptible, in accordance with the current legislation, of provisional execution, is limited to the return of the amount invoiced for the Products that would have caused the damage to the Client as well as, where appropriate, to the return of the management costs of the said products incurred by the Client, in addition to the costs, where appropriate, of their destruction and / or shipping. For the sake of clarity, it is expressly stated that the Client may not claim any compensation for incidental or consequential damages, indirect consequential damages, opportunity costs or lost profits, or for any other damage or loss of any kind suffered by the Client. The aforementioned limitations will not apply in the event of intent, fraud or gross negligence equivalent to intent on the part of the Supplier.
The terms of these Conditions, any Order Form and / or any information that becomes known to the Client or its personnel by virtue of the development of the commercial relationship between the Parties, will be confidential and, therefore, the Client or its personnel they may not reveal to third parties or exploit them for their benefit or that of third parties without the prior written authorisation of the Supplier. Information that is public knowledge and that has not been revealed through the fault of the Client or its staff will not be considered confidential information. For the purposes of the confidentiality obligation contemplated in this document, third parties will be considered as persons other than any of the Parties or their personnel. In the event of breach of the obligations contained herein by the Client or its staff, the Client shall be liable for any damages that such breach may cause to the Supplier.
The Supplier may assign the rights and obligations derived from the commercial relations with the Client without the prior written consent of the Client.
INDEPENDENCE AND INTEGRATION OF CLAUSES
The unlawfulness, invalidity or ineffectiveness of any of the clauses of these Conditions will not affect the effectiveness of the rest, provided that the rights and obligations of the derived Parties are not affected in an essential way. Said clauses must be replaced or integrated with others that, being in accordance with the law, respond to the purpose of the replaced ones.
In case of contradiction between the applicable conditions, the conditions established in the Order Form will prevail over the Conditions.
All communications and notifications that must be made by the Parties in relation to these Conditions and / or the Order Form or that are related to them must be made by email to the persons and contact addresses provided in the Order Form.
LAW AND JURISDICTION
The Orders Form, as well as the present Conditions are governed by the British legislation.
All litigation issues arising from or related to the Orders Form, as well as to these General Conditions of Sale, shall be submitted to the jurisdiction of the courts and tribunals of England, with the express resignation of the Parties to their own jurisdiction, if another corresponds to them.