GENERAL TERMS AND CONDITIONS OF SALE
1.1 The sales of our products will be governed by the present General Terms and Conditions
of Sale, unless otherwise expressly agreed in the relevant quotation or in the Purchase Order
Acknowledgement, such agreement constituting particular terms and conditions of the specific
Purchase Order. Therefore, any other terms and conditions that have not been expressly
accepted by Diseño Ahorro Energético, SLU (hereinafter the Seller) will be null and void
to all effects.
1.2 It will be considered that these General Conditions have been communicated to the Buyer
from the moment in which the Buyer is informed of the webpage in which they are found.
Alternatively, they will be considered as accepted by the Buyer, for all purposes, when making
2. Intellectual and Industrial Property Rights.
The intellectual and/or industrial property rights relevant to the quotation, in all its terms, and
any information contained or enclosed therein, in addition to any information relevant to the
products sold and to any elements, plans, drawings, software, etc. incorporated in or
associated to the products, belong to the Seller; therefore, their use by the Buyer for other
purposes other than carrying out / completing the order, or any copying thereof, in whole or in
part, or their transfer to a third party for use without the prior written consent of the Seller, is
The Seller may use / disclose the name of the Buyer as part of his trading / commercial
3. Confirmation of Purchase Orders and scope of commercial transactions.
3.1 The scope of a sale must be clearly specified in the Buyer’s Purchase Order. In order to be
considered as valid, the Purchase Order should be expressly acknowledged by the Seller.
Online Purchase Orders will be governed by the Terms and Conditions stated in the
established system for that purpose.
3.2 Sales will include only the products specified in the Purchase Order, except in those cases
where additional documentation, information, software, services, etc. are expressly included in
a Buyer’s Purchase Order that has been accepted by the Seller.
3.3 Weights, dimensions, capacities, technical specifications and configurations relevant to the
Seller’s products as featured in catalogues, leaflets, brochures or technical literature are
provided for reference only, and not binding, except in those cases where the Seller may
accept a closed specification from the Buyer, which should in turn become part of the Purchase
3.4 Any modification and/or variation to the scope, times or any other terms of a Purchase
Order that any of the Parties may propose should be notified in writing to and accepted by the
other Party in order to become valid. Modifications and/or variations brought about by
changes in the applicable laws, regulations or standards that may take place after the submittal
date of a quotation will likewise be regarded as such; should these modifications and/or
variations impose additional requirements or onerous obligations to the Seller, the Seller will
be entitled to a fair adjustment of the contractual terms and conditions to fully reflect the
consequences of the new or modified laws or regulations.
4.1 Selling prices are net prices and do not include VAT or any other tax, duty or charge—
these will be included in the relevant invoice at the applicable rates. Unless otherwise specified
in the Purchase Order or agreed upon by the Buyer and the Seller as a result of their
commercial relationship, prices will include packaging but not transportation or any other
charges or insurance fees. Prices are valid only for the entire amount of the products specified
in the relevant quotation.
4.2 When quotations are submitted prior to a Purchase Order, the relevant pricing will be valid
during the period stated for each particular case. During this period, prices will be deemed
fixed under the payment terms and conditions and for the amounts as specified in the
4.3 Once the Purchase Order is accepted by the Seller, the prices will be deemed fixed and
not liable to change. However, a price revision will be applicable in any of the following cases:
a) When agreed upon by the Buyer and the Seller.
b) When the Purchase Order is modified at the Buyer’s request and, in general, when any
variation and/or modification may take place as provided for in the present terms and
c) When prices are quoted in a currency other than the EURO and there has been a variation in
that currency’s exchange rate with respect to the EURO from the date on which the Purchase
Order was placed to the agreed invoicing dates for each milestone.
5. Payment terms and conditions.
5.1 The Seller’s quotation, or otherwise the Buyer’s Purchase Order accepted by the Seller, will
include payment terms and conditions. Payment terms and conditions that have been
prearranged within the framework of an ongoing commercial relationship between the Buyer
and the Seller may also be used. Such payment terms and conditions will comply with the
provisions contained in Law 15/2010 of 5 July 2010, which amends Law 3/2004 of 29
December 2004, whereby measures are established to combat late payment in commercial
transactions, and should not exceed, in any instance, the maximum deadlines therein
5.2 Unless otherwise agreed, the payment deadline will be as defined in Law 15/2010 of 5 July
2010, which modifies Law 3/2004 of 29 December 2004.
5.3 Payment will be made under the agreed terms and conditions, to the Seller’s bank account
or by any other agreed procedure. Payment will be made with no deductions such as non
agreed withholdings, discounts, expenses, taxes or duties, or any other type of deduction.
5.4 Should the delivery, assembly, installation, commissioning or product reception be delayed
due to reasons not attributable to the Seller, the agreed terms, conditions and payment
deadlines will remain in force.
5.5 Should the Buyer delay payments, the Buyer will be obligated, unless otherwise expressly
agreed, to pay interest to the Seller on the payment arrears with no previous requirement and
as from the payment due date, based on the calculations specified in Article 7 of Law 3/2004
of 29 December 2004. The payment of this interest will not discharge the Buyer from the
obligation of making the remainder of the payments under the agreed terms and conditions.
5.6 Should the Buyer delay the agreed payments, the Seller reserves the right to suspend
either temporarily or permanently, in the Seller’s sole discretion, the shipment of products, this
not affecting the requirement for the Buyer to make the delayed payments or, where
applicable, the requirement for the Buyer to make additional amends for this suspension.
5.7 Should the Buyer make a complaint, this will not entitle the Buyer to any suspension of or
any deduction whatsoever from the agreed payments.
5.8 The products covered by the Purchase Order will be supplied under reservation of title in
favour of the Seller until the Buyer has fulfilled all payment obligations, the Buyer being
obligated to cooperate and adopt whatever measures might be necessary or advisable, in
addition to those proposed by the Seller, in order to safeguard the Seller’s ownership of the
said equipment or materials.
6.1 The shipments are always in charge of the customer unless express agreement.
6.2 In the event that the Buyer wishes the Seller to manage the transportation, the seller shall
include it in the invoice, the buyer acknowledging that the goods always travel at the buyer’s
risk and expense.
7. Delivery lead time and conditions.
7.1 The delivery lead time is applicable to products delivered in the form and conditions as set
in the Purchase Order Acknowledgement; the Buyer will have made the scheduled payments in
advance, as applicable.
7.2 The delivery lead time will be modified when any of the following occurs:
a) The Buyer fails to submit within the due date the required documentation for product
b) The Buyer requires modifications to the Purchase Order that are accepted by the Seller and
which, in the Seller’s judgment, require an extension to the delivery lead time.
c)Product delivery requires the completion of work by the Buyer or the Buyer’s subcontractor(s)
that has not been completed in due time.
d) The Buyer has failed to comply with any of the contractual obligations relevant to the
Purchase Order, in particular those relevant to payment.
e) Delays in the production or availability of some or all of the parts of the product due to
causes not directly attributable to the Seller occur. By way of illustration, but not limited to, the
following causes of delay are included: strikes affecting suppliers, transport agents or other
services, third party supply failures, transport system failures, floods, tempests, riots, strikes,
Seller or subcontractor staff stoppage, sabotage, accidental Seller workshop stoppages due to
failures, etc. and any force majeure envisaged in the current legislation in force.
7.3 The delivery dates indicated will be indicative, and not binding, not assuming Seller. No
responsibility for delays in delivery. The delivery times indicated in the offers are always in
relation to the date of the offer. The delivery time at the moment of the order will suffer a
variation at least equivalent to the delay in the confirmation of the order and may be modified
according to the situation of the order book of the Seller.
8. Return, Complaint or withdrawal.
8.1 Legislative Royal Decree 1/2007 of 16 November, which approves the revised text of the
General Law for the Defense of Consumers and Users and other complementary laws, The User
will have a period of 14 working days from the reception of the order. In no case will Seller
accept refunds without prior agreement with Buyer and upon signature and delivery of the
seller’s return authorization document. In any case, Buyer’s claims to Seller must be made in
writing and in a reliable manner.
8.2. In the event of a return due to an error in the Purchase Order or to other reasons not
attributable to the Seller, and unless otherwise agreed, a 8 % charge on the net value of the
returned materials will be applied as material review and conditioning costs.
8.3 The Seller will not accept the return of materials with broken seals or that have been
removed from their original packaging, or that have been used or mounted on other
equipment or installations, or that have been disassembled other than by the Seller.
8.4 Unless otherwise agreed, the Seller will not accept the return of products that have been
designed or manufactured specifically for a Purchase Order.
9.1 Unless otherwise agreed expressly in the Quotation or the Purchase Order
Acknowledgement, the Seller guarantees the supplied products against any defects in
materials or workmanship for a period of 2 (three) years from the manufacturing date of the
9.2 The guarantee detailed in Section 8.1 covers the repair or replacement, in the Seller’s sole
discretion, of items recognized as defective, either due to material or to workmanship defects.
Repairs will be carried out at the Seller’s facilities.
9.3 The repair or replacement of a defective item does not alter the starting date of the
guarantee period for the Purchase Order as a whole, which will be as stated in Section 8.1.
Notwithstanding, the repaired or replaced item will have a 1 (ONE) YEAR guarantee from the
date of repair or replacement.
9.4 Under no circumstances will the Seller be liable for repairs carried out by staff not
belonging to the Seller’s organisation.
9.5 The guarantee does not cover any degradation associated with an abnormal operation of
the product, such as failures caused by impacts, incorrect handling, actions or attempts on the
materials by the client in order to carry out maintenance, repairs or adjustments, or any other
modification made by the client. Furthermore, the following are excluded from the
guarantee—their occurrence making it void: any damage or defects caused by inappropriate
maintenance or conservation, careless or incorrect storage or use, abuse, use of inadequate
liquids or gases or the application of unsuitable flow or pressure values, defective mounting,
variations in the quality of the electrical supply (voltage, frequency, perturbations…),
modifications made without prior approval of the Seller, installations made or subsequently
modified not following the technical instructions of the product and, in general, any cause not
attributable to the Seller.
10.1 The liability of the Seller, the Seller’s agents, employees, subcontractors or suppliers for
complaints arising from the fulfilment or non-fulfilment of the Seller’s contractual obligations
will not exceed overall the basic price of the agreement and will in no instance include any
damage due to loss of profits, loss of earnings, production or use, capital costs, costs of
inactivity, delays or complaints from the Buyer’s clients, costs of replacement power, loss of
expected savings, increase in the running costs or any other special, indirect or consequential
compensation or loss of any kind. The limitation of liability contained in this clause will prevail
over any statement in any other contractual document that either contradicts or is inconsistent
with this clause, unless such provisions may further limit the Seller’s liability.
10.2 The purchaser is knowledgeable and expressly accepts that some products manufactured
by the Seller do not have a CE mark, due to the designing of the product, exempting the seller
from any responsibility.
11. Restrictions on exports.
11.1 The Buyer recognizes that the products on sale by the Seller may be subject to local or
international provisions and regulations concerning control over exports and that they may not
be sold, rented, leased, transferred, etc. or used for any other purpose than agreed without
the due export or re-export authorisation, issued by the Competent Authority. The Purchaser is
liable to comply with such provisions and regulations. The products sold may not be used
either directly or indirectly in connection with the design, production, use or storage of
chemical, biological or nuclear weapons or their transportation systems, or in military
12. Applicable laws. Subjection to Jurisdiction.
The present Terms and Conditions will be governed by and interpreted in accordance with the
The parties expressly waive their rights to any other jurisdiction they might be entitled to and
subject themselves to the jurisdiction and competence of the Courts of the city of Vilanova i la
Diseño Ahorro Energético, SL
Rambla dels Països Catalans, 10
08800 Vilanova i la Geltru