General conditions of sale
01. GENERAL
The present Conditions of Sale shall apply to all commercial sales operations carried out by HIGH IDENTITY BUILDINGS, S.L. (hereinafter HIB, S.L.). Any other conditions different from those contained in this document shall not be applicable unless they have been expressly accepted in writing.
The present Conditions shall be applicable to all deliveries of goods and/or provision of services carried out by HIB, S.L. with the express exclusion of any possible Purchasing Conditions of the Client.
02. Orders
Orders shall be binding for the parties from the moment in which HIB, S.L. has confirmed its acceptance in writing, and the purchase contract shall be deemed to have been formalised from that moment onwards. Acceptance shall confirm the price of the order and shall include the estimated date of delivery to the Customer. Any modification of an order by the Customer after its acceptance by HIB, S.L. shall require written acceptance by HIB, S.L., which shall include, where appropriate, the corresponding modification of the price and the estimated delivery date.
No modification shall be binding for HIB, S.L. if it has not been expressly accepted in writing. The cancellation of an order by the Customer after the formalisation of the contract shall entitle HIB, S.L. to choose to demand the fulfilment of the contract or its termination, in both cases with the right to compensation for the damages caused.
03. Price revisions
Due to the volatility of raw material prices and energy costs, HIB, S.L. reserves the right to carry out a price revision once the project execution has been approved and the manufacturing and/or purchase orders for commercial components or raw materials have been issued.
HIB, S.L. shall confirm to the Client the final price of the accepted offer once the price confirmation has been received from its main suppliers.
04. Force Majeure/Foruituitous Event
When for reasons of force majeure or fortuitous event any of the parties is unable to fulfil its contractual obligations, these shall be suspended for the time and until such time as the cause preventing their fulfilment disappears. The party alleging force majeure or unforeseeable circumstances must immediately inform the other party of this circumstance, indicating the extent to which its performance is affected, as well as the new timetable for performance once the cause has disappeared.
The termination of the contract due to prolonged maintenance of the cause of force majeure or fortuitous event shall require the mutual agreement of the parties in writing.
The Customer may not invoke force majeure and/or unforeseeable circumstances to delay its obligation to pay for the goods and/or services.
05. Delivery period
The estimated delivery period shall be that communicated by HIB, S.L. in its acceptance. HIB, S.L. shall likewise notify the Customer of any modification of the delivery date with respect to that initially foreseen, as well as the reasons for the modification.
The Customer shall not be entitled to any compensation for the delay in delivery, except in the event that such delay lacks reasonable justification.
In any case, the mere delay in delivery shall not be grounds for termination of the contract. Early deliveries shall require the express written consent of both HIB, S.L. and the Customer, including, where applicable, the effect that the same shall have on the accrual of the payment of the price and its amount.
06. Place of performance of obligations
The place of performance of the obligations arising from the sale and purchase shall be the domicile of HIB, S.L.
07. Delivery/Transmission of risk
Unless otherwise agreed, delivery to the Customer shall be made at the time the goods are placed at the disposal of the carrier at the premises of HIB, S.L. and shall thereafter travel at the Customer’s risk and expense. Unless expressly agreed otherwise, the goods shall be delivered in the usual packaging and/or packing conditions observed by HIB, S.L. in similar operations. Delivery to the carrier shall include that of the corresponding transport documents.
08. Invoicing/Payment
Each shipment shall give rise to the corresponding invoice, which shall detail the order number, the units shipped, the unit price of each of them, the total amount, and the dates of payment. Unless a specific and/or anticipated date for payment has been indicated, the terms agreed for its materialization shall begin to count from the date of the delivery to the carrier at the HIB, S.L. facilities.
09. Receipt of the goods
The Customer is obliged to take delivery of the purchased goods, even in the case of partial deliveries. If the Customer refuses to take delivery of the goods, HIB, S.L. shall be entitled to demand performance or terminate the contract, in the first case depositing the goods in court, and with compensation for the damages caused in both cases. The same judicial deposit may be constituted by HIB, S.L. when the Customer delays taking charge of the goods. The expenses caused by the deposit, as well as those transport expenses caused by the Client’s refusal to receive the goods, shall be borne by the Client.
The judicial deposit may be replaced, with the same effects, by the storage of the goods at HIB, S.L. facilities.
The transport vehicle must be able to access and leave the place of unloading without danger. This presupposes easily passable and well surfaced access roads for heavy goods vehicles. If this is not the case, the delivery will be delayed and the costs will be borne by the customer.
To avoid damage to buildings, direct access to the building must be at least 4.00 m high and 2.60 m wide. The transport route from the unloading point to the installation site must be free of obstacles and obstructions of any kind and have a minimum clear width of 1.30 m and a clear height of 2.10 m. If the building has an elevator, vertical transport shall be carried out by this route. The protection of the elevator is subject to certain costs, which shall be borne by the customer. HIB, S.L. products are of high quality. Since they can easily be damaged by other objects, the laboratory rooms must be sufficiently finished on the day of delivery so that no other installer is already present.
If the delivered goods cannot be moved directly to the point of installation because the rooms are not ready, temporary storage in the customer’s building is the rule. These storage spaces must also be sufficiently large and dry. They must also be lockable. Subsequent transport from the warehouse to the assembly point shall be effected against payment of an additional invoice issued by HIB, S.L. Installation and assembly of all parts shall be carried out in accordance with the HIB, S.L. assembly drawings approved by the customer. All assembled laboratory units shall be put in place and generally cleaned. Thorough cleaning shall be at the customer’s expense. The packaging material shall be removed by HIB, S.L.
Modifications and special or additional services, which are not included in the scope of the contracted assembly and installation services, shall be invoiced to the customer according to separately drawn up assembly reports, countersigned by the customer. If delivery, assembly, installation or commissioning are delayed due to circumstances attributable to the customer, the customer shall reimburse HIB, S.L. for any additional costs incurred by HIB, S.L. due to this circumstance, including waiting time, wages and additional travel costs of HIB, S.L. assembly personnel.
The client shall be responsible for the proper and legally compliant management of the waste generated in those projects in which the scope of the contract does not charge HIB, S.L. with this responsibility.
10. Defects/Warranty
From the moment of receipt of the goods, the Customer shall have a period of four calendar days to notify HIB, S.L. of any defect in the goods, and thirty calendar days to notify any internal defect in the goods, after which time they shall be deemed to have been received to the Customer’s satisfaction, the Customer losing all action and right of recourse against HIB, S.L. The HIB, S.L. Guarantee is limited to the repair or replacement of the defective goods, where applicable, in the shortest possible period of time.
11. Retention of title
Those goods that have not been paid for in full, whether or not they are in the Customer’s possession, shall continue to be the property of HIB, S.L., and the Customer shall not acquire title thereto until full payment has been made.
The Customer shall be liable to HIB, S.L. for any damage or loss suffered by the goods in its possession for as long as they remain under the ownership of HIB, S.L. Likewise, the Customer shall assume all liability for any damage that may be caused by the goods in its possession.
12. Confidentiality
All information and/or documentation provided by HIB, S.L. to the Customer within the framework of the business relationship shall be of a secret and confidential nature, and the Customer shall abstain from its dissemination and disclosure to third parties, and shall be obliged to compensate HIB, S.L. for any damages suffered as a consequence of non-compliance with this obligation.
13. Industrial property rights
The sale of the goods subject of the sale and purchase shall in no case imply the transfer of the know-how used in any of the stages of their manufacture and which has been disclosed to the Client. All rights deriving from industrial property owned by HIB, S.L. are reserved in favour of HIB, S.L.
14. Applicable Law
The purchase contract is subject to Spanish law.
15. Applicable Jurisdiction
Any dispute, conflict, question or claim arising from the execution or interpretation of the purchase contract or which is directly or indirectly related to it shall be resolved before the Courts and Tribunals of the registered office of HIB, S.L., expressly waiving any other that may be applicable under Community or international regulations.
16. Data protection law
Your personal data are included in the processing activity “customers”, for which HIB, S.L. is responsible, the purpose of which is to manage the relationship with our customers. This purpose is based on the execution of a written or verbal contract that links us with you. Your personal data will be kept for as long as the commercial relationship is maintained, as well as for the periods established in applicable regulations in order to attend to possible liabilities. You may exercise your rights of access, rectification, deletion and portability of your data, in limitation and opposition to their processing, as well as not to be subject to decisions based solely on the authorised processing of your data, where appropriate, before HIB, S.L. You may also contact us by the same means to receive further information on our Data Protection Policy.If you have any doubts or queries about the General Conditions of Sale, you can contact us by sending an email to info@hiblab.com.
