Terms of sale
AR RACKING, S.A.U. GENERAL TERMS AND CONDITIONS OF SALE
- This document, and agreeing hereto, makes up the General Terms and Conditions of Sale of the product, excluding any other documents, such as brochures, sales catalogs, etc, and also excluding any prior and/or contemporary written or verbal negotiations, undertakings or agreements between the parties relating to the product to which these General Terms and Conditions apply, except if shown on the order confirmation. In the event of disagreement with the Buyer’s terms and conditions of purchase, these General Terms and Conditions shall prevail.
- An order placed by the Customer under this quote will not be considered final until it is approved by AR RACKING, S.A.U. in writing with an order confirmation sent.
- Only orders for Standard product (included in our general prices) shall be allowed to be canceled. Every order cancelled by the Customer after acceptance by AR RACKING, S.A.U. based on the appropriate order confirmation must be notified in writing by the Customer to AR RACKING, S.A.U. and must also be accepted in writing by AR RACKING, S.A.U. shall have the right to compensation for all costs or losses incurred in connection with such cancellation, amounting to 30% of the order amount (excluding VAT), as long as cancellation takes place up to 10 calendar days from the order confirmation date. AR RACKING, S.A.U. shall have the right to retain any amounts received in advance from the Customer to account for the amounts owed by the Customer based on this clause, any other clause herein contained or any other business relationship established with the Customer.
- Any modifications to an order shall be considered as a new order and shall only take effect when previously notified in writing by the Customer to AR RACKING, S.A.U. and also accepted in writing by AR RACKING, S.A.U. by means of the applicable order confirmation.
- The delivery of products manufactured by AR RACKING, S.A.U. and the transfer of risk shall take place in accordance with the terms and conditions agreed on the order (Incoterms) and, if not otherwise explicitly agreed, at the place of loading or delivery to the first carrier.
- The loading periods shall begin from the time the order confirmation is sent.
- The loading dates shall be as specified on the order confirmation. The loading dates can be modified whenever any reasonable causes may prevent the delivery of the product.
- A delay in loading shall not confer the Customer the right to terminate the contract or enter compensatory actions, except for cases of negligence or gross negligence by AR RACKING, S.A.U. For partial deliveries, the loading date shall be the date when the goods are ready to be loaded by the Customer, and AR RACKING, S.A.U. shall not be responsible for any delay caused by and during transportation. Nevertheless, loading shall only be carried out if the Customer is in good standing regarding his financial or any other obligations with AR RACKING, S.A.U. Transportation risk shall always be assumed by the Customer.
- The price is not inclusive of Value Added Tax (VAT) or any other taxes or charges, except as provided for in the latest release of Incoterms published by the International Chamber of Commerce. The invoice shall be issued on the date the product is made available to the carrier. All costs associated with the return of bills of exchange, promissory notes and other negotiable instruments shall be paid by the Customer. AR RACKING, S.A.U. shall have the right to use the price received to counter-balance any amounts owed by the Customer arising from these General Terms and Conditions or from any other business relationship entered with the Customer.
- Any statements about the product found on documentation, web pages, price lists and other information associated with the product shall only be binding on AR RACKING, S.A.U. whenever an agreement or order confirmation contains an explicit reference thereto. The Buyer shall be solely responsible for defining the specifications as well as any special characteristics required for the order. AR RACKING shall not be liable for the product’s fitness for a particular purpose which has not been previously notified to AR RACKING.
- AR RACKING shall not be liable for the delay in performing or fulfilling its obligations if such a delay or non-compliance is due to events or circumstances beyond reasonable control, including, but not limited to, wars, fire, industrial disputes (including those initiated by either party) or problems that can be attributed to third-parties (such as suppliers, carriers, power failures and other interference impacting production, etc). Such delays or non-compliance shall not constitute a breach of this agreement and the period for performance shall be extended by a period equal to the period in which performance was so prevented. If the delay or non-compliance should persist for longer than six (6) months, either party shall have the right to terminate this agreement concerning the product not yet delivered to the Customer. In that case, AR RACKING shall have the right to demand from the Buyer all costs associated to the manufacture of the undelivered products that have been incurred up to the time the force majeure event takes place.
- Warranty: The material sold by AR RACKING, S.A.U. is guaranteed against any manufacturing faults and/or hidden defects, for a period of five (5) years from the invoice date. This warranty is strictly limited to the free supply of the parts that are acknowledged as faulty by AR RACKING, S.A.U. or the payment of an amount equal to the faulty material, at the sole discretion of AR RACKING, S.A.U., allowing for no other claims whatsoever by the Customer. If the Customer should claim any faults and/or hidden defects in the product, the Customer shall immediately stop using the product until it is inspected by AR RACKING, S.A.U. or any other company designated by AR RACKING, S.A.U. for such purposes. Under no circumstances shall AR RACKING, S.A.U. be responsible for non-approved changes to the facilities or their use in violation of the proper target and specifications of the product, or whenever the facilities have been damaged as a result of force majeure, such as, without limitation, fire, flood or explosion, negligence, non-compliance with the loading rules, malice, etc. On the other hand, deterioration caused by abnormal or improper use, negligence, changes to the facility not approved by AR RACKING, S.A.U., lack of maintenance or overload, even if momentary, shall exclude the application of warranty and exclude any responsibilities by AR RACKING, S.A.U. In the event of any situations that may imply liability by AR RACKING, S.A.U., the customer undertakes to immediately notify and take all precautionary measures in order to mitigate the extent of eventual damage and/or to proceed to safekeep the goods at risk of damage or already damaged.
- Under no circumstances (including product liability) shall AR RACKING, S.A.U. be liable for damages arising from losses, direct, indirect or incidental damages, such as loss of revenue or profit, loss of production.
- AR RACKING, S.A.U.’s maximum liability arising from this agreement is limited to the least amount invoiced for the faulty goods in question which, in any event, shall not exceed 50% of the order amount.
- AR RACKING, S.A.U. may delay or deny the delivery of an order and/or terminate this agreement, as well as demand the immediate payment of any debt, even a non-due debt, without limiting AR RACKING’s right of compensation arising from these General Terms and Conditions, on the basis of (i) full or partial failure to pay an invoice within due term, (ii) in the event that the Customer breaks the technical specifications of the product without reason, (iii) in the event that the Customer does not meet any other obligations under this agreement within the stipulated period, (iv) in the event that the Customer fully or partially cancels an order without reason, or (v) when the Customer denotes circumstances accrediting insolvency or difficulty to meet the payments undertaken with AR RACKING, S.A.U. in due time.
- These terms and conditions shall be construed and governed in accordance with the laws of Spain, excluding the Vienna Convention of 1980 on the international sales of goods. Any conflicts, controversies, disputes or disagreements in connection with the construction and/or performance of this agreement shall be subject to the exclusive jurisdiction of the Courts of Bilbao, Spain. Alternatively, AR RACKING, S.A.U. shall have the right to initiate proceedings in the Customer’s jurisdiction.
GENERAL TERMS AND CONDITIONS THAT APPLY IN CASE OF RESELLING THE PRODUCT.
This section will apply to those Customers who do not buy the products for themselves, but for the purpose of reselling them to a third party. Those Customers:
- Agree to comply at all times with the rules, indications and guidelines established by AR RACKING, S.A.U. about the product, quality, use and warranty.
- Must sell the products with their original presentation, without modifications or alterations of any kind, except as explicitly authorized in writing by AR RACKING, S.A.U.
- Shall only use the documentation and materials received from AR RACKING, S.A.U., and undertake to promptly deliver the documentation and materials together with the product to the end client. The Customer shall not have the right to change and tailor the documentation without the prior written permission of AR RACKING, S.A.U.
- Must notify AR RACKING, S.A.U. about any modifications deemed necessary to adapt the documentation to the legal or commercial specifics of the region where they will resell the products. AR RACKING, S.A.U. shall not be liable for lack of adaptation that was not previously notified.
- The breach of any of these terms releases AR RACKING, S.A.U. from all claims by the Customer or end clients arising thereof. Under no circumstances shall AR RACKING, S.A.U. be responsible for the installation, assembly and other ancillary obligations beyond those derived from its capacity as a manufacturer.
- AR RACKING shall be under no liability beyond the limits stipulated in sections 13 and 14 above; therefore, in case of reselling the product, AR RACKING explicitly excludes whatsoever damages that the end client might claim on the reseller based on any agreement between them.
GENERAL TERMS AND CONDITIONS OF SUPPLY:
- The goods will be delivered in the conditions agreed in each case with the Customer.
- In case of freight paid, AR RACKING, S.A.U. reserves the right to choose the appropriate freight company.
- When the material received by the Customer is in bad conditions or wrong, the Customer must note it down on the delivery note of the freight carrier specifying the damage observed. If, for any reason, the Customer cannot revise the delivered material at the time of reception, he must write: “Goods pending review”.
- For any scenarios in the above section, the Customer must notify our Sales Department about the irregularities found within 7 days of reception.
- Non-compliance with these terms (paragraphs 3 and 4) will imply acknowledging that the material was received in perfect conditions and, therefore, no claim whatsoever will apply. Both in cases of shipping mistake and delivery of damaged material, our Sales Department will indicate which carrier company will be used to return the goods. Do not return any goods without the prior written approval of our Sales Department.
- The Customer shall be responsible for providing the technical and human means required to unload the shipments, always at the expense of the Customer.