Conditions of Sale

1. 1. General provisions

1.1. The present General Conditions shall be deemed to have been notified  to the Buyer as from the moment in which the Buyer is informed of the web  page on which they can be found or as from the moment in which the Buyer  receives an offer from the Seller together with these Conditions. Otherwise,  they shall be deemed to have been notified if the Buyer has previously  received them in the course of his business relationship with the Seller. In  all these cases they shall be deemed to have been accepted by the Buyer, to  all intents and purposes, when placing any order. 

2. 2. Purpose and scope of offers 

2.1 Except in the case of a specific offer made by the Seller, the applicable  prices are those appearing in the Seller’s price list in force on the date on  which the order is placed. In the event that the Seller has issued an offer or  quotation, the prices and conditions of such offer shall apply exclusively to  the products (specifications and quantities) specified therein and shall be  valid for a period of one month, unless otherwise stipulated. 

2.2 The Seller shall be entitled to undertake any modifications at any time,  in particular with regard to the format, shape, colour, dimensions or  materials of the products, representations, descriptions and specifications  published in the Seller’s catalogues or brochures. 

3. 3. Placing orders 

3.1 When placing the first purchase order, it is essential to receive a  document with the company details in order to open a customer account.  The order will not be processed until this document is received. 

3.2 All purchase orders must be sent by written means in an official  company document showing the company’s stamp, VAT number and the  signature of the person in charge of the purchase order. In the absence of  this document, the order will not be considered to have been received.

4. 4. Terms of payment 

4.1 The Buyer’s purchase order shall include the terms of payment for the  Supply. Alternatively, payment terms previously specified within the  framework of an ongoing business relationship agreement between the  Buyer and the Seller may also be applicable. Such payment terms shall  adhere to the provisions of Spanish Law 15/2010, of the 5th of July,  amending Spanish Law 3/2004, of the 29th of December, which establishes  measures to counter overdue payments in commercial transactions,  without in any case exceeding the maximum deadlines established therein.  In any event, payment terms shall always remain within the current legal  framework. 

4.2 Payment shall be made on the agreed terms, to the Seller’s bank  account or by other agreed method. Payment shall be made without any  deductions such as non-agreed withholdings, discounts, expenses, taxes or  fees, or any other deductions. 

4.3 In the event of late payment, the Buyer shall be required to pay late  payment interest to the Seller, without further notice and as of the due date  of payment, which shall be calculated in accordance with the provisions of  Article 7 of Spanish Law 3/2004, of the 29th of December. The payment of  such interest rate will not absolve the Buyer from the obligation to make  the rest of payments in accordance with the agreed conditions. 

4.4 In the event of the Buyer making late payments, the Seller may  temporarily or permanently suspend, at its discretion, the delivery of the  Supply or the performance of the services associated with it, without  prejudice to requiring the Buyer to effect the late payments and, if  applicable, to claim additional compensations from the Buyer for such  suspension of the Supply or performance of the agreed services. 

4.5 The failure to pay an invoice on the agreed due date will automatically  lead to the due and enforceability of all the amounts owed by the non fulfilling Buyer, regardless of the agreed payment method (bills of  exchange, promissory notes, etc.). Likewise, the Seller shall be entitled to  withhold the performance of its own duties until full payment of the  amounts due and to request the compensation of costs provided for in  article 8 of Spanish Law 3/2004, of 29th December.

4.6 The ordered goods shall be supplied under retention of title on behalf  of the Seller until the Buyer’s payment obligations have been fully met,  whereby the Buyer shall be bound to cooperate and take such measures as  may be necessary or appropriate and which may be proposed by the Seller to protect the ownership of the aforementioned goods. 

4.7 When payment deadlines overlap with holiday periods, the Seller will  not accept delays in payment, nor will they accept extensions of payment  or letters avoiding such dates. Likewise, any similar content within the  purchase order conditions, specified by the Buyer, will not be accepted. 

5. 5. Delivery terms and conditions 

5.1 Lead times are deemed to be for the material placed in the address and  under the conditions indicated in the accepted purchase order. In the event  of the delivery address not being specified therein, the Supply shall be  deemed to be located at the factory or warehouses of the Seller. For the  delivery date to be binding on the Seller, the Buyer must have strictly  fulfilled the payment deadline, if applicable. 

5.2 Lead times are subject to the availability of goods and materials, and to  any other existing circumstances that may have an influence, at the time of  receipt of the purchase order received by the Seller and placed by the  Buyer. Any subsequent extension or modification of the purchase order  will lead to the order becoming a new one, restarting all the procedures  and reassessing all conditions and lead times. 

6. 6. Freight 

6.1 Freight in mainland Spain and the Balearic Islands shall be prepaid  from €600 (excluding VAT) via our usual transport, except for batteries,  solar inverters and solar panels. In case of using another transport agency  or requiring urgent delivery, shipping costs shall be paid by the Buyer. 

6.2 Freight to Portugal shall be prepaid under DAP conditions from €1000  € (excluding taxes) through our usual transport, except for batteries, solar  inverters and solar panels. In case of using another transport agency or  requiring urgent delivery, shipping costs shall be paid by the Buyer.

6.3 Freight to the Canary Islands will be prepaid under CFR conditions  from 1000 € (excluding taxes) through our usual transport, except for  batteries, solar inverters and solar panels. In case of using another  transport agency or requiring urgent delivery, shipping costs shall be paid  by the Buyer. 

7. 7. Delivery 

7.1 Upon receipt of the Supply, the Buyer shall check the items within a  period no longer than 15 days from its reception, in order to verify any  possible defects and/or shortages that may be attributable to the Seller,  notifying, when appropriate, immediately and by written means to the  Seller the existence of such defects and/or shortages. 

7.2 On expiry of 15 days from receipt of the Supply by the Buyer without  the Seller having received written notification of any possible defects  and/or shortages, the Supply shall be deemed to have been accepted. 

8. 8. Return of materials. Claims 

8.1 When the causes of a return of material are not attributable to the  Seller, the provisions of the following clauses of this section 8 shall always  be considered. 

8.2 There must be a prior agreement between the Seller and the Buyer for  any return of material. The existence of such an agreement shall be  attested by the corresponding “Return Merchandise Authorisation” (RMA)  document, which shall be issued in accordance with the proceedings  established by the Seller. 

8.3 The Buyer is given a period of one month from purchase receipt of the  goods to request authorisation to return the goods. 

8.4 In the event that the Buyer stocks material from Vector Motor Control  Ibérica SL, there must be a stocking agreement between the Seller and the  Buyer which clearly specifies the maximum period for accepting a return  from the time of purchase – this period shall under no circumstances  exceed nine months. In the absence of such agreement the period shall be  one month.

8.5 The Buyer shall provide the information requested by the Seller  concerning the goods to be returned, their purchase and the reason for  being returned. 

8.6 The Buyer accepts its part in the costs of revision and conditioning of  the returned material, which shall be at least 15% of the refundable  amount. Having received the returned material at Vector Motor Control  Ibérica SL, the Seller will evaluate its condition and will inform the Buyer  of the final percentage of depreciation, as well as any other terms and  conditions affecting said return. The return shall not be deemed to be  authorised until acceptance of the final terms and conditions by the Buyer. 

8.7 Return shipments shall always be made at the Buyer’s expense. 

8.8 The Seller will not accept the return of materials stated to be obsolete,  discontinued, used or installed, or subjected to disassembly or other  manipulations that would prevent the Seller from offering any guarantee  of their normal use. 

8.9 The Seller will not accept returns of materials which have been  designed or manufactured specifically for the Buyer. 

8.10 No return will be accepted and no refund will be made for any  material that has not been purchased directly by the Buyer from the Seller.  In order to guarantee this matter, the Buyer shall always provide the  invoice information corresponding to the sale. The Buyer shall determine  the traceability of the concerned goods on the basis of such invoice. 

8.11 For any return, the causes of which are the responsibility of the Seller,  the Seller will proceed according to the applicable legal framework in  force. In all cases, the Buyer agrees to notify the Seller of any incident  following the established procedure, which includes obtaining the  corresponding “Return Merchandise Authorisation” (RMA), in order to  guarantee a suitable and efficient solution. 

9. 9. Terms of Warranty 

9.1 The Seller shall guarantee the supplied goods with regard to defects in materials, manufacture or packaging for a period of two years (3 years in the European Union) as from the date of receipt, whether this is explicit 

(passing reception tests agreed between the Seller and the Buyer and  sending written acceptance of the Supply), or tacit (15 days after shipment  to the Buyer without written notification to the Seller indicating any non conformity), or 18 months from the date on which the Seller notifies that  the Supply is available for collection, whichever occurs first. 

9.2 The guarantee expressed in section 9.1 consists of the repair, in the  Seller’s facilities, or the supply of a new replacement of the goods that have  been recognised as deficient, either due to defects in the material or due to  manufacturing or packaging defects. 

9.3 Any repair or replacement of a damaged item of the Supply does not  change the starting date of the guarantee period of the Supply as a whole,  which shall be that indicated in section 9.1. However, the item repaired or  replaced shall be covered by a two-year guarantee as from its repair or  replacement. 

9.4 Damage or defects due to normal usage and deterioration of the  equipment are excluded from warranty. Damage and defects resulting  from improper storage or maintenance, incorrect or negligent storage or  handling, improper use, improper assembly, changes in the quality of the  Power Supply, modifications made to the Power Supply without the  Seller’s approval and, in general, any cause for which the Seller is not  responsible, shall also be excluded from the warranty, which shall also be  deemed to have expired. 

10. 10. Limitation of Liability 

The liability of the Seller, its agents, employees, subcontractors and Sellers  for claims arising out of the fulfilment or non-fulfilment of its contractual  obligations shall not exceed as a whole the basic contractual price and shall  in no event include damages arising from loss of profits, loss of revenue,  production or use, capital costs, downtime costs, delays and claims of the  Buyer’s customers, loss of anticipated savings, or any other special,  indirect or consequential damages. 

The limitation of liability herein shall prevail over any limitation of liability  provided for in any other contractual document which is contradictory or 

inconsistent with this clause, unless such provision would further restrict  the Seller’s liability. 

11. 11. Limitation of Export 

The Buyer acknowledges that the goods supplied by the Seller may be  subject to local or international provisions and regulations relating to  export control and that, without export or re-export authorisations from  the competent authorities, the supplies may not be sold, leased or  transferred or used for any purpose other than as agreed. The Buyer is  responsible for complying with such provisions and regulations. 

12. 12. Applicable Law. Competent Jurisdiction. 

These terms and conditions shall be ruled by and interpreted in  accordance with the Spanish law. 

The parties expressly waive any other jurisdiction that may correspond to  them and submit to the jurisdiction and competence of the Courts and  Tribunals of Terrassa (Barcelona)-Spain. 

13. 13. Force Majeure 

13.1 In the event that the Seller is prevented, in whole or in part, from  fulfilling its contractual obligations due to Force Majeure, the fulfilment of  the obligation(s) affected shall be suspended, without any liability  whatsoever on the part of the Seller. 

13.2 Force Majeure shall mean any cause or circumstance beyond the  reasonable control of the Seller, including but not limited to, strikes of  Sellers, transport and services, failure of third party supplies, failure of  transport systems, natural disasters, temporary floods, riots, strikes,  labour disputes, work stoppages of the Seller or its subcontractors,  sabotage, acts, omissions or interventions of any government or agency  thereof and other Force Majeure as provided for by applicable law directly  or indirectly affecting the Seller’s activities. 

13.3 When a cause of Force Majeure arises, the Seller will notify the Buyer  as soon as possible, stating the cause and its foreseeable duration.  Likewise, it will communicate the termination of the cause, specifying the 

time in which it will comply with the obligation/s suspended due to said  cause. The event of Force Majeure shall entitle the Seller to a reasonable  extension of the delivery period. 

14. 14. Non-disclosure 

The Parties shall confidentially handle all documents, data, materials and  information provided by one of them to the other and shall not disclose  them to any third party, nor use them for any purpose other than the  performance and development of the Supply, unless the prior written  consent of the other Party has been obtained. 

The foregoing shall not prevent the Seller from providing the name of the  Buyer and the basic data of the Supply as part of its commercial references. 

15. 15. Termination 

15.1 Either Party may immediately terminate the purchase order on  written notice to the other Party if the other Party substantially breaches  the purchase order. 

No breach of an order shall be deemed to be material unless the Party in  breach has been notified in advance in writing and has failed to remedy the  breach within thirty (30) days of the notification. 

Likewise, the following cases shall be grounds for termination: 

• – the dissolution and/or liquidation or declaration of bankruptcy of any of the Parties, except in the framework of merger operations carried out within the Group to which each of them belongs. 
• – the termination of business activity of any of the Parties. 
• – the persistence of a Force Majeure event for more than three months  from the date of receipt by one of the Parties to the other.
• – any other cause for termination expressly stated in other Clauses of  these Conditions.