1.1.- All current or future orders, as well as, any provision made by Fast Components Europe S.L., (hereinafter FCE or the seller) to the purchasers of their products (hereinafter clients) will be adjusted to these general conditions of sale.
1.2.- For any modification of these general conditions to be valid, it must be expressly accepted in writing by FCE.
1.3.- The particular clauses will prevail over these general conditions only in the event that they are in writing and are signed by all the contracting parties. In any case, the part of this general clause that has not been repealed by a particular clause will be maintained.
2.-Perfection of the contract:
2.1.- FCE will not be bound by the offers it makes, which are conditioned on the effective and punctual receipt of supplies from the respective suppliers.
2.2.- The order placed by the client constitutes a binding offer that must be expressly accepted by FCE, either through the corresponding order confirmation, or by sending the requested products, with both parties being bound from this moment , based on these general conditions of sale.
2.3.- The information provided verbally by FCE, as well as any information included in catalogs, brochures, illustrations, drawings, offers, and other documentation, are indicative, serving only a general description of the product, unless expressly specified its binding nature. The seller will not be obliged to inform about the changes and modifications that the manufacturer could make in the manufacture and / or composition of the products, if such modification does not affect the operation or purpose of the same; Likewise, it is not obliged to have such a modification incorporated into products already delivered or corresponding to orders in progress, unless said modification is invoiced additionally.
3.1.- The delivery of the orders will be carried out, on the agreed dates, as long as FCE has received, in turn, the supply of the products from the respective suppliers, in a timely manner. The delivery dates indicated by FCE will always be an estimate, notwithstanding that FCE uses its best efforts so that the delivery and receipt of the products supplied is carried out on the dates requested by the customer.
3.2.- The delivery dates will be presumed to have been met by FCE if the products are made available to the carrier, who is to carry out the transport, with such advance notice that, under normal conditions, it is sufficient to carry out the transport.
3.3.- The deadline for delivery will not begin to elapse before the order has been confirmed, having obtained all the necessary permissions, especially the import permission, having clarified all the technical points related to the ordered product, having complied the client with their legal and contractual obligations and having provided the necessary information to FCE.
3.4.- All ordered products travel at the customer’s risk and expense. FCE will select the carrier and the shipping route, unless expressly indicated otherwise by the customer. The client expressly empowers the seller to contract on behalf of the client the transport that he deems appropriate, unless expressly indicated otherwise in writing.
4.- Incidents in delivery:
4.1.- FCE is expressly authorized to make partial supplies of the products ordered and to invoice these partial supplies separately. The delay in the delivery of a partial supply does not authorize the customer to cancel the other partial supplies.
4.2.- In any event of force majeure, war, terrorist attacks, strike, administrative measures, natural catastrophes, transport impediments, acts or omissions of the government, civil or military administration or third parties, changes in the applicable legislation, shortage of raw materials, or any interruption of pending operations, beyond the control of FCE, regardless of the place or country where they occur, FCE is exempted from both the obligation to supply within the agreed period, as well as the responsibilities that may arise. derive by this concept. If the supply is delayed by more than four weeks, either party will have the right to terminate the contract in whole or in part.
4.3.- In the event that the supply cannot be made due to changes in the regulations that regulate imports, FCE may terminate the contract. In this case, FCE, at the request of the client, will formalize a new contract in accordance with the new applicable regulations.
4.4.- If FCE has been delayed in supplying the ordered products for any other reason, other than those contemplated in the two previous sections of this general condition, the customer will be obliged to request delivery once again, granting him a prudential deadline of at least two weeks, before being able to opt for the termination of the contract.
4.5.- The delivery of standard product orders may not be modified, canceled or rescheduled without the express consent of FCE, which may or may not grant it at its discretion.
4.6.- Orders for non-standard products, such as special products, custom products, kit products, products from manufacturers that do not appear on the list of FCE products, products in development, or anyone that is identified by FCE with the acronym NCNR, will not be cancellable nor can they be returned. Products that cannot be returned will be returned to the customer postage due.
4.7.- FCE may interrupt the delivery of ordered goods, without incurring any liability, if the client does not pay any amount pending when due or if it has serious news related to a decrease in the economic solvency of the client.
4.9.- If the client does not take charge of the ordered merchandise, FCE may proceed to store the same at the client’s expense and risk.
4.10.- In the event of non-compliance by FCE of the provisions of this general condition, the provisions of Condition number ten shall apply.
5.1.- The client is obliged to examine the merchandise at the moment of its receipt, communicating any defect or defect that it could also observe immediately and in writing to the seller. In any case, you will lose all action due to defects in both quantity and quality after four days from receipt.
5.2.- Internal defects must be claimed within thirty days after delivery of the merchandise. If these claims are not made within the indicated period, the client will lose all action and right to repeat for this cause against FCE.
5.3.- No claim will be accepted if the products have been altered in any way by the customer.
5.4.- FCE, unless expressly agreed in writing, does not guarantee in any case the suitability of the products for a specific use.
5.5.- FCE does not guarantee the defects that occur in the products supplied once they are made available to the customer, which are due to improper handling (non-compliance with the specifications or conditions of use of the product), or to damage or other external influences.
5.6.- In no case will it guarantee the products supplied against third parties other than the customer.
5.7.- The customer’s claims, relating to defects existing at the time of transmission of the risk, and notified to FCE within the periods provided for in the section 5.1 and 5.2 of this general condition, will be resolved at the discretion of FCE, replacing the product with another in good condition, accepting the return of the defective or correcting (where appropriate repairing) the defects claimed in the product. In the event that FCE does not resolve the client’s claims, in the manner indicated, in a reasonable time, the client may, at its option, terminate the contract or request a price reduction. In the event that the customer has suffered a loss or has incurred expenses as a result of defects in the products supplied by FCE, Clause ten will apply.
5.8.- The return of products can only be made, in accordance with the FCE return procedure (“Return Authorization”). Returns that do not have the authorization of FCE, which may or may not grant it at its discretion, will not be accepted. The products that are returned must be packaged in such a way that they cannot suffer any type of damage, and otherwise, the responsibility will be the customer. Products that are returned for being defective must be sent together with an accurate and complete description of the nature of the defect. The products that cannot be returned in accordance with the fourth clause, will be forwarded to the customer postage due.
6.- Price. Payment conditions:
6.1.- The price includes only the regular packaging. Transportation, import and / or export licenses, taxes, fees and / or other types of charges are not included in the purchase price.
6.2.- FCE reserves the right to modify the price, even when it appears in an order confirmation, when there are increases in the acquisition costs of the products, or in any other costs that have a direct reflection on the final sale price.
6.3.- The place of payment is established at the address of FCE.
6.4.-The client may not in any case retain the price or part of it for quality or quantity claims that he insists against FCE.
6.5.- If the evaluation of the solvency of the client has not yet been carried out by FCE, either, the client is in default against FCE or third parties, or there is any other reason that allows FCE to doubt the ability or willingness to payment by the client, FCE may condition the supply of its present or future products to payment in advance or in cash upon delivery of the products.
6.6.- In the event that the client does not pay the price against delivery of the products, FCE will have the right to retain as a pledge and sell the products to a third party on behalf of the client or on its own, charging the client the difference between the agreed price and the one actually obtained through this sale.
6.7.- The client has no right of retention or compensation against the payment of the due, unless the debt is recognized by FCE or declared by a final judgment.
6.8.- The delay in the payment of the price will constitute the client in the obligation to pay the legal interest, increased by two points, on the amount owed. As soon as the law transposing Directive 2000/35 / CE of the European Parliament and the Council on measures to combat late payment in commercial transactions is approved and enters into force in Spain, it will be directly and immediately applicable. to these general conditions.
6.9.- The client in default, at the choice of FCE, is obliged to grant the corresponding acknowledgment in public deed, accept bills of exchange or other effects. In that case, all expenses, fees, rates or taxes that arise as a result of the delay are the responsibility of the client.
7.- Resale. Export control:
7.1.- The products supplied by FCE are destined to the country of delivery agreed with the client. The resale or other use of the products or related technology, or complementary documentation are subject to the export control regulations of the United States of America, the countries of domicile of the contracting parties and the European Union; additionally, they could be subject to export and import control regulations from other countries. It is the client’s obligation to find out about the existence of said standards, comply with them and, if necessary, request and obtain the appropriate import, export or re-export licenses.
8.-Limitations of use:
8.1.- The products supplied by FCE will only be used for the uses indicated by the respective manufacturer. Unless expressly stated otherwise, these uses do not include life support systems, uses in connection with nuclear materials or any other use in which a failure in the product could cause damage to life, physical integrity or health, or huge economic damages.
8.2.- If the client gives the products supplied or programmed by FCE, any of the previous uses, or sells them to a third party for this purpose, he will do so at his own risk, without FCE assuming any type of responsibility in this regard. The client will hold FCE and the respective manufacturer harmless, at first request, from all legal or extrajudicial claims that may arise for this cause, including, in any case, legal costs.
9.1.- The seller’s guarantee applies exclusively to products supplied by him and expires after 30 days from the date of delivery.
9.2.- The following circumstances exclude the seller’s guarantee: fortuitous event and force majeure; natural wear of the product; deterioration caused by misuse or use of unsuitable products or other materials, due to not respecting the instructions for use and / or maintenance of the machine; poor or insufficient maintenance; repairs or modifications carried out arbitrarily by the buyer or third parties and any other circumstances beyond their control. The seller’s warranty obligation is limited to the original defect that the product or part has, excluding the worsening of said defects caused by the circumstances described above.
10.1.- Claims for damages made by the client based on any cause and, in particular, on the breach of FCE’s contractual obligations, are expressly excluded.
11.- Partial nullity:
11.1.- These general conditions, considered as a whole, will not be affected by the nullity, invalidity or non-enforceability of any of its clauses, being integrated those that cannot be considered as valid in accordance with the provisions of the legal regulations that are applicable.
11.2.- In the event that this is not possible, these conditions will be interpreted and executed in all their terms as if the null, invalid or unenforceable provisions had been omitted, as long as the fundamental purpose of these general conditions. The parties undertake to replace the invalid clauses with others whose economic purpose is as similar as possible, in order to comply with the purposes of these general conditions.
12.- Applicable law / Jurisdiction:
12.1.- The place of fulfillment of these general conditions is Barcelona.
12.2.- The Law applicable to these general conditions is Spanish. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these general conditions.