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General Conditions of Sale

These Conditions shall apply to all orders and in general, for all sales by TÚcnicas Reunidas de Automociˇn, S. A. (hereinafter referred to as Seller)

I.) GENERALITIES
These General Conditions of Sale together with the Seller's written offer shall override any negotiations or correspondence, and constitute the sole and entire agreement between Buyer and Seller with respect to the conditions that control the Order.
The offer made by the Seller, by the Offering or Proforma Invoice, has a validity of 30 days from date of issue. The Seller, however, reserves the right to revoke all or part of it at any time before the receipt of order.
The data contained in catalogs, drawings, photographs, and generally, all included for deals, whatever its form, will be considered approximate and the Seller reserves the right to make all such variations to consider, without notice.
The cancellation of orders received by Seller of Buyer, may only be made by mutual agreement between the parties. The cancellation of the order by the Buyer without mutual agreement between the parties, shall be considered as a unilateral annulment of the award and will result in a penalty of 5% of the total amount thereof.

II) PRICE - REVIEW
Except as expressly stated by Buyer, shall be deemed to Deals and Profoma Invoice documents issued by Seller are made in accordance with the instructions and requirements of the Buyer.
The prices used are based on the costs of materials and labor at the date of the Offer Document / Proforma Invoice and will be subject to revision formula conveniently prepared by Seller.
Prices quoted are valid except for error or omission.
All the taxes / tributes present or future, established and borne by this Agreement or any of the transactions motive, and shall be borne by the Buyer.

II) DELIVERY
Seller will deliver the products to the Buyer, to the notice of availability in the warehouse / delivery dock.
Once delivered fully or partially the product, both the property title as risks of loss or damage shall pass to Buyer.
The agreed delivery period shall start from the date of receipt by Seller of Buyer's order, provided that the Purchaser has made the first payment, if applicable, in accordance with the agreement in each case, and the seller has received the information needed for adequate onset of the manufacturing process.
Seller reserves the right to delay delivery for non payment on the due date, advances or interim payment by the Buyer, as well as any variation in the characteristics of the products offered by the Buyer and accepted by Seller after confirmation of the Order.
If all or part of the products could not be delivered when they were ready for it, as a result of any of the reasons provided for in paragraph V, Seller may place such products on consignment or deposit after 15 days from the notice of availability . In this case:
(a) The Seller's delivery obligations shall be as fulfilled and the property and risks referred to in paragraph B of this paragraph shall, then be passed to the Buyer, if they have not done before;
(b) Any amount payable to Seller at the time of delivery it will also be the presentation of the invoice and certification of the existence of such cause;
(c)The Buyer shall pay the costs incurred by the deposit or consignment of products, according to current rates.
The impact on the quantity / quality packages to watch the Buyer receiving the goods, shall bring in writing in the delivery note and notify the Seller within 24 hours of delivery of the products.

IV) PAYMENT
The price stipulated shall be paid by the Buyer on the due dates. In case of late payment, the Seller, without prejudice to the institution of the actions required, to Buyer will be charged all related financial charges calculated according to the annual interest rate resulting in a point of increasing the interest rate for operations Commercial Banks discount, valid on the respective maturities.

V) DELAYS IN DELIVERY
The agreed delivery period shall be extended, without liability to the Seller for a period equal to lost causes arising directly or indirectly, force majeure, defined as those unpredictable events or time having been foreseen were inevitable, as well as causes beyond the reasonable control of the seller, such as delays or rejections in delivery of materials or components, delays in permitting or official documents, inability to obtain labor, transportation, etc.., or caused by Buyer. Extending the above time limit will take place even when the cause happened after the Seller has delayed the delivery for other reasons.

VI) INSTALLATION, DEMONSTRATION, PACKING, TRANSPORT AND INSURANCE
The installation, demonstration, packing, transport and insurance are not included in the sale price, unless expressly written otherwise specified.
Agreed by contract or by unilateral decision Seller, given the nature of the product, it may be delivered packed with packing costs borne by the Buyer.
Also transport and insurance are paid by the Buyer, unless expressly written otherwise noted, although express request, Seller may mediate the recruitment of the same, considering all effects charged and responsible for the goods the Buyer.

VII) RETURNS
For admission to a return of goods supplied by the Seller, the client must first meet each and every one of the following requirements, in the order shown below:
(a) The buyer has contacted his business partner in the Seller, to get the return authorization and corresponding Return of Licensed Material, specifying references and quantities he intends to return, the numbers of packing slips or invoices that were sold and the goods and the reason for return.
(b) That the bulk shipping Buyer figure clearly identified in the Return of Licensed Material provided by your trading partner and shipping will not be delayed more than ten days after obtaining Return of Licensed Material.
(c) That the goods supplied are acquired specifically to the Seller by the Buyer, at the express request of the latter.
(d) The Buyer's delivery is received with postage prepaid.
Returns that do not involve an error or incidence attributable to Seller, incur a surcharge of 5% on the selling price for expenses of handling, restocking and administration. This charge will be deducted from payment by return and freight or any other costs you have had to endure the seller to handle the management of the return. The goods do not arrive in perfect condition, with their original packaging and without being manipulated will not be paid and will be available to Buyer in our warehouse for a maximum period of six months after receipt, after which become the property of Seller.

VIII) WARRANTIES
Seller warrants its products against any directly and exclusively attributable to material or manufacturing defect, discovered in the same over a period of twelve (12) months from the time they are ready for delivery, or during the period specified in the document Information, provided that the defect is notified immediately to the Seller, and is properly documented.
Any disagreement with the actual product must be reported to Seller expressly and in writing.
The warranty assumes that the products have been the subject of installation, use and maintenance, and those elements that have an eminently perishable or considered as consumable is not extended.
Under this warranty, Seller, at its option, will repair or replace in the place which he determined the estimated defective parts being replaced as the Seller's property.
The warranty does not cover any cost of transportation involved in the repair.
The action to make the warranty effective barred after six months of the discovery of defects provided within the time specified above.

IX) LIMITATION OF RESPONSIBILITY
Full responsibility of Seller, including its subcontractors, any contractual or extra-contractual claim arising under this Contract, shall be limited to the derivative contract under this Contract, tending as limit price for the product or service or component gave rise to the claim.
In no event shall Seller or its subcontractors liable for damages, such as, among others, lost profits, finance charges, claims of customers for service interruptions of supply, and in general, any expenses incurred for labor , overhead, transportation or replacement of industrial facilities or sources of supply.

X) CONTROVERSY - JURISDICTION
Any dispute arising directly or indirectly from this Agreement shall be submitted to the Judges and Courts of Burgos, expressly waiving any other jurisdiction.