Terms and conditions – Alteria Automation

1. Introductory Provisions

1.1 These General Sales Terms and Conditions (hereinafter the “GSTC”) are published by ALTERIA AUTOMATION SL a technology company registered under the laws of Spain and its business partners (hereinafter the “Buyer”).

1.2 These GSTC regulate business relationships and are applicable to all business transactions concluded between the Buyer and the Seller, i.e. to whole or partial sales contracts or contracts for services concluded between the Seller and the Buyer (hereinafter the “order” “contract” or “contracts”) from the date of their publication, where these GSTC supersede all the previous General Sales Terms and Conditions and any term and condition of the Buyer.

If any contract explicitly stipulates additional or contradictory contractual terms, such provisions do not prevail over the provisions of the GSTC to which they might be contradictory. The General Sales Terms and Conditions and other similar terms of the Buyer, in particular, the Buyer’s terms of purchase, are not part of the contract, even if the Seller accepts the Buyer’s payment and performs the delivery of goods.

1.3 The contract is deemed executed upon the moment when the purchase contract/contract for services is signed by both parties or, if no such contract is signed, upon Seller’s written confirmation of receipt and acceptance of the order. The Seller specifies the final, complete and binding description of goods and services in the contract and annexes thereto, including relevant additional clauses.

1.4 The Buyer is obliged to submit to the Seller certified proof of its authorization to conduct business and its legal form (an extract from the Commercial Register, a copy of a business license, VAT certificate and the identity document number for natural persons signing on behalf of the buyer and to keep the data up to date.

1.5 The Buyer is responsible for updating all its data when there have been changes, in particular, for updating contact persons authorized to order and pick up goods. If the Seller is not informed about the change and the goods are accepted by a person who is no longer authorized to do so, all risks are borne by the Buyer, i.e. the Buyer is obliged to pay for the accepted goods, and the accepted goods are deemed to be received and purchased by the Buyer.

2. Protection of Industrial Property Rights and Copyright

2.1 The Buyer has no rights to use registered trademarks, business names, corporate logos and patents of the Seller or other companies whose products are included in the Seller’s commercial offering unless the following provisions or a special contract stipulate otherwise.

2.2 The Buyer has no rights to software products under the Copyright Act and is not entitled to interfere with them, copy them, otherwise modify them or distribute them to third parties.

3. Traditional Forms of Orders

3.1 An order is considered to be placed in a traditional form if it is a written, fax, or email order which the Buyer is entitled to use.

3.2 The Seller develops and manufactures custom sensors, connectivity and other IoT custom devices. For that reason all sales are final. No refunds are possible due to the nature of the products manufactured by the Seller.

3.3 If the Buyer orders goods by phone, the Seller is entitled to require the order in writing or written acceptance of the “Order Confirmation”. It may also be provided by fax or in an electronic form.

3.4 A purchase order must include the following:

the business name and registered office of the Buyer (or the name and place of business for natural persons),
ID No. and or VAT No.,
the product code (part number), which clearly identifies the subject of the order (a numerical designation of products by their type specified in the Seller’s price list), a word description, the quantity of required products, the means of their transport, and the exact place of delivery, the name, and signature of the Buyer or its authorized representative.

3.5 The contract is concluded upon the Seller’s written acceptance of the Buyer’s order (sent by mail or email), which the Seller will send to the Buyer without undue delay after receiving the order. If the Seller does not accept the Buyer’s order within this time limit, the contract is not concluded, and the Buyer is entitled to send a new order to the Seller.

3.6 The Buyer declares that by placing a purchase order, the order is binding for the Buyer, in particular, in terms of the goods identification (part number), the number of ordered units, the price per unit, the means of transport, and the designation of the order.

4. Price and Payment Terms

4.1 Prices will be clearly stipulated in a contract.

4.2 Based on a proper order of the Buyer, the Seller issues an order confirmation which confirms the liability towards the Buyer, the price and quantity of products to be delivered to the Buyer, the estimated delivery date, the payment method and the means of transport.

4.3 The parties consider the purchase order in the form specified in the order confirmation binding to these General Sales Terms and Conditions

4.4 In exceptional cases, the Seller may change the delivery date indicated in the “Order Confirmation”; in this case, the Seller is obliged to notify the Buyer within 30 days of sending the order confirmation.

4.5 The Buyer may pay the price for goods and any costs associated with the delivery of goods in the following way:

In advance – based on an invoice issued by the Seller, which is payable within 30 days of the invoice date. The parties consider the invoice to be a request for payment.

Post-delivery – providing the credit terms are approved, the payment has to be made within 30 days or the maturity period specified on the respective invoice.

4.6 If the Buyer fails to pay the issued invoice or part thereof within the 30 day period, the Seller is entitled to suspend any delivery to the Buyer.

The Buyer is obliged to pay the purchase price for ordered goods duly and timely by the due date. If the Buyer fails to fulfill this obligation, the parties agree on a contractual penalty of 0.5% of the total purchase price for ordered goods for each day of delay in payment until the payment has been made.

The Buyer is obliged to pay the contractual penalty to the Seller within 3 business days after the written request for payment of the contractual penalty is delivered. The payment of the contractual penalty does not exclude or restrict the Seller’s right to full compensation, does not reduce the amount of the claim for compensation, and does not remove the contractual or statutory obligations of the Buyer.

4.7 If the Buyer defaults on payment of any invoice for more than 30 days, the Seller is entitled to decide on the advancement (the acceleration means that the Seller is entitled to unilaterally advance the due date of all invoices and due payment under the order issued by the Seller to the Buyer and determine a new due date) of all due dates of all outstanding liabilities of the Buyer towards the Seller by unilateral notice.

The acceleration is implemented by a written unilateral statement of the Seller where a new due date is determined for all accelerated receivables from the Buyer.

In order to secure the Buyer’s liabilities towards the Seller, the payment of default interest, fees for breaching the payment terms, and contractual penalties are to be paid by the Buyer to the Seller as specified in (6.3).

4.8 If the goods are ready for shipment to the Buyer and will not be approved for immediate shipment or collected by the Buyer from the Seller’s warehouse within 5 business days of the delivery date confirmation, the Buyer is obliged to pay the Seller a storage fee of 1% of the price of the stored goods for each day of the storage until the collection date.

4.9 If the goods designated as “own pick-up” will not be picked up from the Seller’s warehouse within 5 business days of the delivery date confirmation, the Seller is entitled to send the goods to the Buyer’s address indicated in the order at the Buyer’s risk and expense. If the Seller stores the ordered and not collected goods, the Buyer is obliged to pay the Seller a storage fee of 1% of the price of the stored goods for each day of the storage until the acceptance date.

4.10 Until the full payment of the entire purchase price and any other financial claims of the Seller’s against the Buyer, the goods are owned by the Seller, and the Buyer is not entitled to handle them in any way, dispose of them or burden them with third-party rights. The payment is deemed to be made when the entire invoiced amount is credited to the Seller’s account.

5. Terms of Delivery, Transport, and Dispatch

5.1 The condition precedent of meeting the delivery date by the Seller is the fulfillment of all statutory and contractual obligations of the Buyer arising until the moment of delivery of goods or services. The Seller is entitled to suspend the delivery of goods or services if the Buyer is in delay with the payment of the purchase price or any part thereof or if the Buyer has failed to fulfill all contractual obligations of the Buyer which, upon agreement, must be fulfilled before the delivery of goods or services.

5.2 If the Seller defaults on the delivery for reasons exclusively attributable to the Seller, the Buyer is obliged to provide the Seller with an adequate additional period to fulfil the obligation of at least 15 business days.

5.3 Any special requirements regarding the shipping, transport, and insurance of goods, including customs declaration, must be communicated to the Seller well in advance.

5.4 The costs of transporting goods from the Seller’s warehouse to the Buyer are due exclusively by the Buyer unless stipulated otherwise. The transport is thus executed at the Buyer’s risk and expense.

5.5 Goods can be collected in person directly in the Seller’s warehouse if the order has been confirmed by the Seller. The person collecting the goods is obliged to prove his/her identity by showing his/her identity document or other identity documents and the authorization to collect the goods by showing a valid power of attorney. The Buyer is obliged to check the condition of the delivery and its compliance with the delivery note upon its personal acceptance.

5.6 The Buyer is obliged to claim any defects of the goods immediately upon the acceptance of the goods or, in the case of latent defects, as soon as the Buyer identifies the defects. The Buyer is obliged to check the condition of the consignment upon its acceptance. If it is damaged or has apparent defects, the Buyer is obliged to draw up a report on the delivery of goods with comments for the Seller when collecting the goods in person, or the Buyer may refuse to accept the goods. The Buyer is obliged to check the data provided on the shipping documents upon the acceptance of goods delivered by a carrier in seven days after receiving the goods. If the data does not correspond to the actual situation, the original packaging of the goods is damaged or the original tape on the packaging is damaged, the Buyer is obliged to mention the defects as a note on the carrier’s transport note, or to refuse the delivery as a whole.

5.7 Upon mutual agreement, the Seller fulfills the obligation to deliver goods at the moment of their handover to the Buyer or their handover to the first carrier.

5.8 If the delivered goods and terms of delivery do not correspond to the order, the Buyer is entitled to fill in a report (RMA) on the return of goods. No return will be accepted is the RMA in not approved in writing by the Seller. Upon approval of the RMA the complete and non-damaged goods back so that they are delivered to the Seller within 5 business days.

5.9 If the goods are not returned within the time limit and/or are returned damaged, the Seller reserves the right to refuse to accept the goods or charge the damage incurred and a cancellation fee of 25% of the price of the returned goods.

5.10 If the Buyer defaults on the acceptance of the delivery or if the Buyer violates any of its obligations to provide assistance, the Seller is entitled to request compensation for the damage incurred, including any additional costs. In that case, the risk of accidental destruction of or accident damage to the subject of delivery passes to the Buyer at the moment when the Buyer falls behind with the acceptance of the delivery.

5.11 The Buyer is obliged to arrange insurance against risks of any kind. If the Buyer fails to fulfill the above obligation, the Seller bears no responsibility, in particular, no responsibility for damage incurred during the transport of goods.

5.12 By placing an order, the Buyer undertakes to dully collect the goods, and if the Seller stores the ordered and not collected goods, the Buyer is obliged to pay the Seller a storage fee of 1% of the price of the stored goods for each day of the storage until the collection date.

5.13 By purchasing the goods from the Seller, the Buyer explicitly agrees to these GSTC of the Seller as applicable at the time of purchasing the goods. The current version of the GSTC is available on the Seller’s website at https://alteriaautomation.com/terms-and-conditions/

6. Deterioration of Financial Conditions, Delay on Scheduled Payments by the Buyer

6.1 If the Seller identifies deterioration in the asset and financial situation of the Buyer, the Seller may request an advance payment of the entire purchase price or part thereof or a payment guarantee, or may withdraw from the contract without undue delay.

6.2 If the delivery is delayed due to circumstances attributable to the Buyer, the Seller is entitled to store the goods to be delivered at the Buyer’s expense, with the penalties and fees listed before.

6.3 If the Buyer fails to comply with any of the payments in the terms stated of 30 days, the Seller is entitled to cancel the order before shipment and:

Charge the Seller with all the due expenses (including materials, software and hardware development time and administrative expenses) , or

Charge the Seller a single fee of 20% of the total order amount

Whichever is higher.

7. Liability for Defects

7.1 The Seller is obliged to ensure that the goods will be delivered in quantity and quality according to the specifications provided in the contract.

7.2 If the major part of the Seller’s obligation consists of performing service or the liability of this party includes the installation of goods according to the specifications, technical documentation, instructions or plans of the Buyer, the Seller is not in any way responsible for the technical and legal capacity of the product in making the product in accordance with the Buyer’s specifications, in particular, for the product’s suitability for the designated use, the safety of use of the product, the product’s compliance with the intellectual property rights etc.

7.3 The Buyer is obliged to verify that the goods have the contractually agreed properties upon acceptance of the goods. Apparent defects must be reported to the Seller without undue delay, but no later than within 7 days.

Latent defects must be reported as soon as they are identified, but no later than within six months after receiving the goods. Notice means a duly justified written complaint delivered to the Seller’s registered address indicated in the Commercial Register. For duly filed and justified complaints, the Seller is, at its discretion, entitled to provide a discount on the purchase price, or repair, exchange or return the goods with the repayment of the purchase price within a reasonable time. A reasonable time limit for handling complaints is determined by the Seller, always with regard to the nature of reported defects and the goods.

7.4 If the Seller defaults on the repair or replacement of goods for reasons exclusively attributable to the Seller, the Buyer is obliged to provide the Seller with an adequate additional period to fulfil the obligation of at least 30 business days. If the goods are not repaired or replaced within this additional period, the Buyer is, at its discretion, entitled to withdraw from the contract or request an adequate reduction in the purchase price.

8. Governing Law and Jurisdiction

8.1 The contractual relationship established under the contract concluded between the Seller and the Buyer is governed by the law of the Kingdom of Spain and the European Union.

Unless individual provisions of these GSTC, the legal relationship of the parties is governed by the Spanish Civil Code.

8.2 The Seller and the Buyer undertake to settle all disputes which may arise between the parties primarily out of court. The Seller and the Buyer agree that the disputes arising from contracts concluded between them or in connection therewith which are not settled amicably will be resolved by an ordinary court in Alcobendas, Community of Madrid in Spain, having substantive and territorial jurisdiction in accordance Spanish Code of Civil Laws.

The Seller and the Buyer explicitly exclude the application of all provisions of the UN Vienna Convention for the International Sale of Goods to mutual contractual relationships under these GSTC or in connection therewith. No other law or jurisdiction will be applicable to orders and contracts executed by the Seller.

9. Transfer of the Risk of Damage

9.1 The risk of damage to deliveries (goods, services) is transferred to the Buyer either at the moment of their handover to the Buyer or at the moment of their handover to the first carrier.

9.2 If the shipping or acceptance of the delivery is delayed at the Buyer’s request or for reasons which the Seller cannot influence, the risk of damage to deliveries is transferred to the Buyer at the moment when the deliveries are supposed to be handed over to the Buyer or shipped from the Seller’s company according to the original schedule. From that moment, the deliveries will be stored and insured at the Buyer’s risk and expense.

10. Force Majeure

10.1 A party is not liable for damage incurred by the other party due to a violation of contractual obligations if the violation is caused by an obstacle that occurs beyond the control of the obligated party and which prevents the party from fulfilling its obligations unless it can be reasonably assumed that the obligated party can avert or overcome the obstacle or its consequences and that the obligated party anticipated this obstacle at the time when the contractual relationship was concluded.

10.2 For the purposes of this provision, an obstacle means circumstances of Force Majeure, in particular, but without limitation, natural disasters, floods, fires, strikes, restrictions due to pandemics, wars or other circumstances which the parties have no control at all.

10.3 Operating failures, delays in the delivery or failures of the subcontractors, the lack of energy and raw materials, transport disruptions, strikes, closures, administrative procedures, and Force Majeure events release the affected party from the delivery or acceptance obligation for the duration of the obstacle and within its scope.

10.4 Price increases due to Force Majeure events are a cause of change in the order or contract product pricing. These events must be beyond of the control of the Seller. The Seller will notify of such events to the Buyer as soon as possible.

11. Personal Data Protection

11.1 The Buyer provides the Seller with personal data in accordance with Spanish and the European Commission laws and regulations, on personal data protection. All data provided by the Buyer are stored and protected against misuse and will not be provided to any third party unless the Buyer grants consent to it. Buyer’s data may be used only by the Seller and only for statistical purposes and direct communication with the Buyer, as well as for the purposes of sending marketing communications.

11.2 By accepting the GSTC, the Buyer agrees to the collection and use of personal data under the European laws.

11.3 The Buyer has the right to withdraw its consent to the processing of personal data at any time by written notice.

11.4 The Buyer acknowledges that he is obliged to provide accurate and true data and to inform the Seller without undue delay about any change in its personal data.

12. Common and Final Provisions

12.1 The parties agree that all documents, communications, requests, or other papers will be delivered by registered mail to their registered addresses, or places of business in the case of natural persons. If the address of any of the parties is changed during the course of their commercial cooperation, the party is obliged to notify the other party of the change without undue delay and in the manner described in this article.

If the relevant party is not reached at the provided address, the document will be deposited at the post office by the mail carrier. If the relevant party fails to pick up the consignment within ten calendar days after the consignment is deposited, the last day of this time limit is considered the delivery date even if the party does not receive any confirmation of delivery.

12.2 The parties undertake to make every effort and provide each other with maximum assistance in the performance of their contractual obligations to fulfill the purpose of their contractual relationship to the greatest extent and scope possible. The parties will be bound by their statements throughout the period of the validity of the GSTC and they hereby pledge to refrain from undertaking anything which would impinge upon the rights of the other party.

12.3 If one or more provisions of the contract concluded between the Seller and the Buyer or of the GSTC is or becomes fully or partially invalid or unlawful, it is without prejudice to the validity and lawfulness of the remaining provisions of the contract or these GSTC. The Seller and the Buyer will replace the invalid and unlawful provisions by valid and lawful provisions with a purpose as close as possible to the provisions being replaced.

12.4 The Buyer is entitled to assign its rights and transfer its obligations arising from contracts and these GSTC to third parties only with the prior written consent of the Seller. The Seller is entitled to assign its rights and transfer its obligations arising from contracts and these GSTC to third parties without limitations, and the Buyer hereby agrees to the assignment of rights and transfer of obligations of the Seller arising from contracts and the GSTC.

12.5 The Buyer is obliged to unconditionally maintain the confidentiality of all information obtained in connection with the delivery of goods from the Seller, which is clearly deemed to be trade or corporate secrets with regard to the circumstances and which is supposed to be confidential, except for the information available in public sources.

12.6 Any previous arrangements and correspondence of the parties cease to be valid and legally binding if they are not included in the contract or these GSTC.

12.7 These GSTC are valid from January 1 st, 2021, where the parties are always subject to the version of the GSTC as published on the Seller’s website https://alteriaautomation.com/terms-and-conditions/ as of the date of starting the order or contract.