GENERAL CONDITIONS OF SALE

1. All commercial operations between the private limited liability company «ELECTRONIC BOARD SL», whose office is in C/Ca la Madrona 24, Planta 2, 08304 MATARÓ, BARCELONA with NIF B64571607 (from now on «THE COMPANY») and the client, are governed by these general terms and conditions. By placing an order, the customer acknowledges having read our general terms and conditions and accepting them. These conditions always prevail over the customer’s conditions, even if they determine that they are the only ones. The possible nullity of one or more stipulations of these conditions does not affect the applicability of all the other clauses. THE COMPANY reserves the right to modify or change its general and special conditions at any time. If THE COMPANY does not always require strict compliance with these conditions, this does not alter the provisions are applicable, or that THE COMPANY loses the right to request strict compliance at any time provisions of these conditions.

2.     A quotation from THE COMPANY is completely free of charge and can only be considered as an invitation to place an order by the customer, unless explicitly stated otherwise. Both the prices quoted and the delivery period of the products offered are purely indicative. The quotation for an order does not automatically apply to subsequent orders. If THE COMPANY requires information from THE COUNTERPARTY for the execution of the contract, the period of execution does not begin before the COUNTERPARTY has made them available to THE COMPANY precisely and for the whole.

3.     An agreement is only concluded after the written or electronic confirmation of a client’s order by THE COMPANY, or the start of execution of the order. Any changes after acceptance are only valid after the written agreement of both parties.

4.     The goods are sold and delivered to the registered office of THE COMPANY or another place designated by THE COMPANY. The risk passes to the customer when the goods leave the aforementioned location. The collection and/or delivery and/or dispatch of goods by THE COMPANY are always at the customer’s risk and expense. Any cost of receiving the goods is always at the expense of the customer. For urgent shipments, all freight costs, regardless of the amount of the order / repair, are borne by the customer.

5.     The specified execution or delivery periods are only valid for indicative purposes. Exceeding the specified period may under no circumstances result in a penalty, compensation, replacement or dissolution of the contract at the expense of THE COMPANY. Changes to the order automatically cancel the pre-established delivery times.

6.     Unless otherwise stipulated, the customer shall transfer his complaints to THE COMPANY by registered mail and in the case of a complaint due to visible defects or lack of conformity, within 48 hours after delivery of the goods or performance of the services, and (b) in the case of hidden defects, within 48 hours of discovery of this defect, with a maximum of six months from the date of delivery of the goods or performance of the service within the warranty period at all times. No returns of products will be accepted without the prior permission of THE COMPANY. Sending a complaint does not release the customer from his payment obligations. No liability for visible and hidden defects, or for non-compliance, will be retained on behalf of THE COMPANY if these terms have expired without receipt of the aforementioned registered letter. Any claim for compensation shall also lapse on processing, exchange, repair by the customer or by third parties or in the event of abnormal or extraordinary use, taxation and/or wear and tear or resale of the goods sold.

7.     If, due to force majeure, THE COMPANY cannot execute the agreement or unjustifiably aggravates its execution, it has the right to terminate all or part of the agreement or order, or to suspend its execution in whole or in part for the duration of this force majeure, without being subject to any notice or to pay any compensation. The following are conventionally considered to be cases of force majeure: war, blockade, uprising, epidemics, natural conditions, strike or lockout, fire, flood, seizure, shortage of means of transport, general shortage of raw materials or goods, restrictions on the consumption of energy by THE COMPANY or one of its suppliers. 

8.     The prices of THE COMPANY do not include VAT or the costs of shipping, transport, insurance and administration. THE COMPANY reserves the right during the term of the contract to adjust its prices with the evolution of its fixed and/or variable costs (raw materials, salaries, energy, change in the law, security, …), or the evolution of charges, taxes, tariffs, changes in rates, etc. in accordance with legally permitted standards. THE COMPANY reserves the right, at its own discretion, to require total or partial prepayment of the price. The unrestricted payment of all or part of an amount invoiced is considered to be acceptance of the invoice. Invoices can only be validly claimed by registered letter within 10 days of the invoice date, mentioning the invoice date, the invoice number and a detailed justification. If a customer does not comply with one or more credits to the company, the COMPANY can legally suspend all deliveries and/or pending orders until all outstanding amounts are resolved. The non-payment of an invoice on its due date, implies the right for THE COMPANY to demand the immediate payment of all other invoices, even those that have not yet expired, and all permitted payment terms expire. The same applies in the event of imminent bankruptcy, judicial or amicable dissolution, suspension of payments, as well as any other fact indicating the client’s insolvency. THE COMPANY has the right to offset all debts.

9.     All disputes arising from these general terms and conditions, as well as from any other agreement concluded between THE COMPANY and THE COUNTERPARTY, are under the exclusive jurisdiction of the courts of the district where THE COMPANY has its registered office. Spanish law applies.

REPAIRS AND SERVICES

10.     Repairs are based on the complaints mentioned by the customer. The parties expressly agree that the obligations of THE COMPANY with respect to repairs constitute an obligation of greater effort and not a resulting obligation. In the absence of an error message, we will take the necessary action at our discretion.

11.     The price of the operation is determined simply by the number of working hours, travel costs, collection and return shipping costs, investigation costs, cost of materials used, cleaning costs, shipping costs and costs incurred by third parties.

12.     If the investigation shows that the price of the repair will be higher than the amount of the offer as indicated, then the customer is asked if he wants the product repaired for that higher price. In that case, the repair will only be carried out with the customer’s consent.

13.     However, the customer may choose not to receive further services from THE COMPANY and then pay the research costs as indicated. THE COMPANY then makes the good available to the customer in the state in which it was received, unless this is technically impossible.

14.     If nothing else has been agreed, the repair will make use of new parts or, if this is customary in respect of such a device, exchange parts.

15.     If in the case of a repair it is discovered that parts other than those for which the claim was made do not meet your specifications, the customer will be contacted and these parts will be replaced after the customer’s consent. If the customer does not agree to this, THE COMPANY is not responsible for the quality of the repair. Under no circumstances can the COMPANY be held responsible for the failure to notify any deficiencies, defects or errors in the products offered for repair, which have not been mentioned.

16.     If there is no advance quote, the customer will receive an invoice with a brief description based on the actions performed, parts replaced, cleaning and any other expenses incurred. Different rates are provided according to priority.

17.     Express service repairs have an extra cost because of the priority given to the equipment and the services that have to be stopped to dedicate exclusively to that repair. The cost of this service varies depending on the equipment and the time it takes to repair it. In the case of a guarantee or payment of the repair amount, the cost of the express service will not be refunded.

GUARANTEES

18.     The products supplied by THE COMPANY comply with the usual requirements and standards that can reasonably be expected to be applied at the time of delivery and the uses to which they are normally put in Spain. In the event of use outside Spain, the counterpart must verify for itself whether the products supplied are suitable for their intended use. THE COMPANY does not guarantee that the articles supplied by it can be used outside Spain.

19.     THE COMPANY is committed to achieving the objectives and carrying out the repairs required by the COUNTERPARTY, but does not guarantee that these efforts will lead to the achievement of these purposes.

20.     The guarantee mentioned in paragraph 18 of this article applies for a period of 6 months from the delivery of the repaired goods and for 12 months from the delivery of the sold goods, unless the nature of the goods delivered requires otherwise or the parties have agreed otherwise. If the guarantee offered by THE COMPANY relates to goods produced by a third party, the guarantee shall be limited to the guarantee provided by this third party to THE COMPANY, unless otherwise stated.

21.     The COMPANY shall not be liable for defects resulting from the incorrect or inappropriate use of the product in question, from use after the date of guarantee, from improper storage or maintenance by the COUNTERPARTY and/or third parties, or if, without the prior written consent of THE COMPANY, THE COUNTERPARTY or third parties have made or attempted to make changes to the product, have connected other products that should not be connected or have been incorporated or worked on in a manner different from that prescribed. THE COUNTERPARTY is not entitled to take advantage of the guarantee if the defect arises as a result of a cause or circumstance that THE COMPANY cannot influence, including climatic conditions.

22.     In the event that the COUNTERPART contracts an urgent service and the repaired, purchased or exchanged equipment does not work, the COMPANY will check it free of charge. If after as many revisions as the COMPANY considers necessary, the equipment still does not work, 100% of the repair cost will be paid, but never the cost of the urgent service.

23.     THE COUNTERPARTY must examine what has been delivered as soon as it is reasonable. In doing so, THE COUNTERPARTY is obliged to examine (as far as possible) whether the quality and/or quantity of the delivered products correspond to what has been agreed and whether they meet the requirements of the parties in this respect.

FORM OF PAYMENT

24. When the COMPANY performs a service for the first time to the CONTRAPARTE, the CONTRAPARTE must pay for this service in cash and in advance.

25. As of the first operation, as long as with the approval of the risk department of the COMPANY, the CONTRAPARTE will be allowed to pay by transfer within 30 days.

INTELLECTUAL PROPERTY

26.     The counterparty guarantees that, with the execution of the contract, THE COMPANY does not violate the intellectual property rights of third parties and that the execution of these works is not illegal against any third party. THE COUNTERPARTY exonerates THE COMPANY from all third party responsibilities in this area.

27. If THE COMPANY suspects that the rights of third parties have been violated, as described in the first paragraph, it shall have the right to suspend the performance of its obligations under the contract until it has been irrefutably determined that the rights of third parties have not been violated, or to terminate the contract. In both cases, THE COMPANY will not be required to compensate THE COUNTERPARTY and the costs incurred by THE COMPANY will be charged to THE COUNTERPARTY.

LIABILITY

28.     THE COMPANY is not liable for damage caused by its own actions, its employees and/or persons in its charge, unless such actions are intentional or are due to gross negligence on the part of THE COMPANY itself or its own supervisory personnel.

29.     THE COMPANY is not liable for damage caused by defects in products delivered to THE COMPANY and then delivered to another party, unless THE COMPANY can obtain compensation from its supplier.

30.    THE COMPANY is never liable for consequential damages and/or purely pecuniary damages; these include harmful damages, lack of profits, lack of savings and damage due to production downtime.

31.     THE COMPANY is not responsible for the consequences due to loss of data, software configuration and parameters that are in the products to be repaired or tested. THE COMPANY is not even responsible for the loss of the manufacturer’s warranty on the products being repaired or tested.

32. If THE COUNTERPARTY does not comply with its obligations to THE COMPANY, THE COUNTERPARTY shall be liable for all damages (including costs) suffered directly or indirectly by THE COMPANY.

WAREHOUSE

33. The COMPANY will keep the equipment of THE COUNTERPARTY in its warehouse for a period of 6 months. If after this period, and provided that THE COUNTERPART has not indicated otherwise, THE COMPANY will dispose of the material, without the need for notice, on the understanding that the COUNTERPART does not wish to repair said equipment. 

34. The COMPANY may at any time, with prior notice to THE COUNTERPART, apply storage charges to the material stored in its facilities for more than 6 months.