Conditions générales de vente

TERMS OF SALE
1. Generalities
The terms and conditions of sale contained herein will apply, unless there is a written agreement to the contrary, both to sales made by our company (hereinafter called “The Seller”) for export, and to sales made within of the Spanish territory, regardless of the terms or conditions contained in the buyer's orders. The sending of an order by the buyer will imply his acceptance of all of these Conditions of Sale, which will nullify any offers, quotes or previous correspondence between the parties. If there is no written and signed contract, the acceptance of any product will be presumed to constitute acceptance of these Conditions of Sale. The information contained in the seller's commercial documents may be modified by the seller at any time, without prior notice, to reflect new technical developments or variations in economic conditions.
2. Sales Contract
The seller will only be bound by the terms expressly contained in its quote and in the order acknowledgment. Only after acceptance of the buyer's order in the form of an acknowledgment of receipt by the seller will both parties acquire the commitments of the sales contract.
3. Price
The price will be considered ex_factory, excluding any tax including VAT. Prices will be understood net, without including any expenses for transportation, insurance, taxes or packaging, which will be invoiced separately.
Prices will be based on the economic and financial conditions at the date of quotation and may therefore be readjusted to reflect any fluctuations in the aforementioned economic or financial conditions (for example the price of rare or precious metals). The advertised prices will refer exclusively to products and will not cover technical information or any intellectual or industrial property rights.
4. Delivery
4.1 The delivery period communicated to the buyer will be computed from the date of the acknowledgment of receipt of your order referred to in Condition 2. In any case, if the execution of the order is suspended after the date , due to non-payment of invoices, supply or approval by the buyer of drawings, samples or prototypes, granting of export or import licenses or credit arrangements, the delivery period will begin to run from the date on which the previous conditions have been met.
4.2 The delivery time communicated by the seller is approximate, unless otherwise agreed in writing by the seller. Failure to deliver within the announced period will not result in cancellation of the order or any compensation. 4.3 The buyer expressly accepts and undertakes to pay for any partial shipment, in the event of the seller's inability to ship the complete order.
4.4 Delivery is presumed to have been made at the seller's factory or warehouse. Delivery will be carried out by direct shipment or by transfer from other factories or warehouses of the seller to a carrier or shipper communicated by the buyer in writing or indicated by the seller in the event that the seller has not done so.
5. Force Majeure
Any event of force majeure will have the effect of suspending compliance with the company's obligations until such force majeure has ceased.
For the purposes of these Conditions of Sale, force majeure is defined as an event whether foreseeable or not, the effects of which cannot reasonably be avoided by the seller, and which are of such a nature that they prevent the seller from fulfilling its obligations.
The following events, among others, constitute force majeure: fire, stoppage or delay of transport, bankruptcy of supplier or subcontractor, strikes of any kind, breakage of machines, etc.
6. Transport insurance.
The transportation of the products will be at the buyer's expense and risk. The buyer must verify the products upon arrival and notify the carriers of any damage.
The seller, upon receipt of express written instructions from the buyer, may insure the shipments, and will invoice the buyer for the corresponding additional insurance costs.
7. Conditions for acceptance of deliveries
By the Buyer 7.1 The characteristics of the products will be defined in the most recent catalog of the seller's specifications, unless the buyer and seller expressly agree on different characteristics. 7.2 The seller's products will routinely undergo tests and examinations in its factories. If the buyer requests that said tests be carried out in his presence, the costs derived from this practice will be borne by him. In the event that the buyer 

cannot be present during the testing after having received sufficient notice of the test date from the seller, the seller will send the buyer the Test report, a document that the buyer will accept without discussion.

7.3 Any claims related to the lack of conformity between the specifications of the products supplied and those stated, must be made in accordance with the instructions given by the seller and contained in the documentation that accompanies the products supplied, and in the event of non-existence said instructions, within seven (7) days following delivery. Otherwise, no claim will be admissible nor will the provisions of paragraph 7.4 below be carried out.
For its part, the seller will have a period of one month to notify the buyer, if any analysis is required at the buyer's facilities to reach a conclusion.
No claim may be accepted in the event that the products have been subjected to modifications or have suffered deterioration caused by the buyer, especially during storage, inspection, installation, unloading, etc. 7.4 If the validity of the buyer's claim is established or if the claim is recognized by the seller, the latter undertakes to accept the return at its expense of the entire delivery of the defective products, as long as each of defective products is accompanied by the corresponding test report, and that returns are made in the original packaging and in perfect condition.
No returns can be made without the prior written consent of the seller.
7.5 Where a return is accepted, the seller, at its discretion, may repair, replace or issue a credit for products which it has accepted as faulty. In any case, the buyer may not claim that the return authorizes him to suspend any payment he owes to the seller, nor to cancel, in whole or in part, any order that is in the process of being fulfilled.
7.6 If the buyer requires a Certificate of Conformity from the seller, said certificate will be prepared in accordance with the model accepted by the Professional Seller Association.
7.7 The provisions of paragraphs 7.2 to 7.6 shall not apply to items supplied whose acceptance has taken place at the seller's factory, or which have met the requirements of the Quality Assurance Procedure (C.E.C.C: European system) and which therefore , it is estimated that they meet the specifications.
8. Payment terms
Payment to the seller for the products supplied will be made within thirty (30) days following the date of the invoice, in accordance with the conditions established by the seller in the quote or on the date of acknowledgment of receipt of the order.
Billing will take place once the ordered products have been delivered. Non-payment of any invoice will authorize the seller, by operation of law and without prior notification, to, without prejudice to any other right it may have, suspend any delivery until payment of all outstanding invoices, regardless of the conditions of the corresponding order and to cancel any discount that may have been granted to the buyer on the corresponding invoice, as well as to charge late payment interest at the discount rate of the Bank of Spain.
9. Reservation of Title of Property.
Ownership of the products will remain with the seller until full payment corresponding to them has been received, regardless of whether they have been served to the buyer.
In the event of non-payment by the buyer on any date, the seller may recover possession of the products delivered at the buyer's expense.
In addition and as agreed, the buyer will be responsible for any loss or damage occurring after delivery.
10. Guarantee
10.1 The seller's activity is that of distributor and manufacturer.
10.2 In relation to parts or products purchased by the seller, the applicable guarantees are exclusively those offered by the seller's supplier.
10.3 In relation to products manufactured by the seller, its warranty covers non-function caused by defects in materials or workmanship.
10.4 The conditions of the guarantee vary according to the nature and destination of the products and will be indicated in the order confirmation.
10.5 In order to benefit from this guarantee, the buyer must notify the seller in writing, without delay and in accordance with the conditions of the order, of the existence of any defect. This claim will not be accepted until made at the factory 

a technical examination of the allegedly defective products. To this end, the buyer will send the seller the duly completed Service Report for the product, in order to allow the seller to consider, if applicable, examine the reason for the claim. If so, the buyer will return the product to the factory in its original packaging, with transportation and insurance costs at the buyer's expense.
If upon arrival at the seller's factory the product presents defects that have not been indicated in the Service Report, these will be considered to have occurred during transportation and the effects of the warranty will be suspended.
10.6 The warranty will be limited to the products themselves and will only involve, at the seller's option, the repair or replacement at the seller's expense of products that do not work due to defects that have appeared during their normal operation and, to be delivered to the buyer, free of charge. of freight and insurance costs, repaired or replaced products, excluding any other form of compensation. The warranty will cease to apply specifically in cases of negligence, use

improper installation, use other than in accordance with seller's specifications or ordinary practice, authorized repairs or modifications made by buyer, normal wear and tear (expiration, wear, etc.).
10.7 The seller will not be liable, in any case, for indirect, consequential damages or loss of profits.
10.8 The previous paragraphs contain all the guarantees granted by the seller, which will have priority over any other guarantee.
11. Industrial Property Rights.
Due to the complexity of the manufacturing techniques of electronic components and tubes and the Intellectual Property rights that protect them, the seller does not have the capacity to ensure that the products do not infringe in any case the Industrial Property rights of third parties.
In the event of claims by third parties stating that the products delivered to the buyer infringe their Industrial Property rights, the seller may, at his option and at his expense, oppose the claim or reach a compromise with said third. If a final ruling is made unfavorable to the seller, the latter may, at its option, obtain for the buyer the right to continue using the product or replace it with a product that is not a source of infringement, modify it in order to eliminate the infringement, withdraw said product and refund its sales price.
The foregoing obligation shall only apply to the extent that the buyer informs the seller in writing of any claim of infringement relating to the product supplied by the seller and provided that the buyer has not in any way breached the terms and conditions of these conditions. selling.
Any liability of the seller is expressly excluded if the infringement results from the combination of the products supplied with any other products, or from a modification carried out by a person other than the seller. Likewise, such liability is excluded in relation to products manufactured in accordance with the buyer's instructions.
Furthermore, the seller will not be responsible for any costs or expenses incurred by the buyer without his authorization, nor for direct, indirect or consequential damages resulting from any loss or use of the products supplied.
The above constitutes the expression of the limits of the seller's liability for infringement of registered patents of a specific product.
12. Limitation of Liability
The total liability of the seller, in the event of any claim by the buyer, may not exceed in any case the amount received in payment for the services or products supplied or to be supplied, as the case may be, that has given rise to the disagreement or claim. .
13. Assignments
Any assignment by the buyer of the contracts arising under these conditions of sale without the written consent of the seller will render said contracts void and will relieve the seller of any future compliance responsibility.
14. Changes in Specifications
The seller reserves the right to make changes in specifications, designs or materials without prior notice to the extent that such changes become necessary or desirable based on experience and provided that they do not substantially alter the product ordered. or its use.
15. Partial nullity
If any term or provision of this agreement, or its application to any circumstance, cannot be performed or is void or void, the remainder of this agreement or its application to circumstances other than those that cannot be performed or are void or void, will not be affected. Therefore, they will remain in force and the remaining provisions

The provisions of this agreement will be valid and enforceable to the extent permitted by law in such circumstances.
16. Jurisdiction and Applicable Law
Expressly waiving any other jurisdiction that may apply to them, the parties submit to the jurisdiction of the Courts and Tribunals of Madrid for the resolution of any disputes that may arise between them related to these conditions of sale. The applicable law will be French law.