SCOPE OF APPLICATION
These General Sales Conditions will be applicable to any commercial relationship between the CUSTOMER and CONSTRUCCIONES MECÁNICAS ARAGONESAS, S.A. (hereinafter CMASA) regarding the acquisitions of products and services that the CUSTOMER contracts with CMASA. These sales conditions may only be modified by express and written agreement between the parties, so the clauses or conditions that appear in print or handwritten in the orders, letters or other documents issued by the CUSTOMER will be invalid in this regard. The CUSTOMER accepts without reservation the CCGG when formulating an order for Products and / or services to CMASA having prior knowledge of their content because CMASA has provided a copy of them, in addition to finding the CCGG published on the website www.cmasa.com. The CCGG exclude the application of any general purchase conditions of the CUSTOMER, in the legal and economic relationships that may be established between CMASA and the CUSTOMER.
CONTRACTS / ORDERS
The offers and budgets made by CMASA will not be binding, understanding that the purchase agreement has been perfected only when CMASA expressly confirms an order in writing. The sending of an order by the CUSTOMER does not constitute a contract, even if CMASA has submitted a written offer. The offers are subject to the validity period indicated therein, except for the expressly stated extensions. Once the sale contract has been perfected, the cancellation, resolution and / or interruption of an order by the CUSTOMER will only be possible with the express written consent of CMASA. When the cancellation, resolution and / or interruption is accepted, the CUSTOMER must pay the costs incurred by CMASA as a result of the canceled, resolved and / or interrupted order.
All prices must be considered net prices, in Euro €, without any deduction of any kind, unless otherwise agreed between the parties duly signed. Prices do not include taxes, fees or other charges, of general and special nature, which will be borne by the CUSTOMER unless otherwise expressly agreed in writing. CMASA guarantees the price that appears in an offer and / or price list until the deadline indicated therein.
CMASA undertakes to comply with all the delivery deadlines agreed with the CUSTOMER; however these may be modified by CMASA for production reasons, in which case CMASA must notify the CUSTOMER as urgently as possible. The CUSTOMER knows and accepts this situation, which will not generate any right to demand any penalty or the resolution or modification of the contract. CMASA will not be liable for any breach or delay when it is caused by an event unrelated to CMASA, attributable to a third party or by fortuitous event or consequence of a Force Majeure situation, as defined below and / or in the law or jurisprudence. Specifically, for the purposes of these CCGG, by the expression “Force Majeure” it will be understood, any circumstances or events that are beyond the reasonable control of CMASA – regardless they were foreseeable or not at the time of signing the Contract – by virtue of which CMASA cannot be reasonably required to comply with its obligations, including situations of Force Majeure and / or non-compliance of one of CMASA’s suppliers.
Unless other written agreement, each order will be paid 60 days from the invoice date, without any discount and without allowing deduction, compensation or withholding of payments by the CUSTOMER, for any reason whatsoever. Other payment conditions must be negotiated and expressly accepted in writing by CMASA. Payment will be made by bank transfer to the account provided by CMASA. If the CUSTOMER does not pay on the due date agreed with CMASA, CMASA will have the right to suspend pending deliveries, until the CUSTOMER catches up with payments. Required of payment by certified means, the CUSTOMER will be obliged to pay immediately all the works carried out and products supplied, as well as pay the damages that may have been caused to CMASA. CMASA may also resolve the sale for just cause with the obligation of the CUSTOMER to return all the material sold. The sums already paid by the buyer will be attributed to CMASA in terms of damages, and CMASA reserves the right to claim what deems appropriate.
ACCEPTANCE OF THE GOODS /PRODUCTS
The CUSTOMER will review and carry out the recognition of the products, in terms of quality and quantity, in the act of product reception. Once the products have been reviewed and acknowledged, they will be considered accepted by the CUSTOMER, waiving any claim. Likewise, the CUSTOMER will have a period of 30 days to report any hidden defects, after which they will lose all action and right to claim for this cause against CMASA.
CMASA guarantees the CUSTOMER all the constituent elements of the supply and the quality of the materials used in it, it is responsible for any obvious or hidden defect and/or operating vice derived from a manufacturing defect and/or choice of material, in the terms established in these CCGG, unless it has its origin in a design error, which is responsibility of the CUSTOMER, or in an instruction, recommendation and / or information provided by the CUSTOMER. For this, the CUSTOMER is obliged to provide CMASA with all the applicable documentation and control guidelines; these must be clear without room for interpretations, otherwise the CUSTOMER will not be able to claim.
The full impact of return costs will only proceed if it is an unquestionable case of defective manufacture.
The art. 342 of the Commercial Code establishes that “the buyer who has not made any claim based on the internal defects of the thing sold, within thirty days of its delivery, will lose all action and right to claim for this cause against the seller” . For its part, art. 1490 of the Civil Code, with respect to remedial actions for hidden defects or defects, establishes that “the actions (…) will be extinguished after six months, counted from the delivery of the thing sold.” If the product is not in accordance with the order placed, the CUSTOMER may choose between demanding the repair or the replacement of the product, unless one of these two options is objectively impossible or disproportionate due to the circumstances for CMASA.
LIMITATION OF LIABILITY
The responsibility of CMASA, its employees, subcontractors and suppliers for the claims derived from the fulfillment or non-fulfillment of their contractual obligations, will not exceed, as a whole, the basic contractual price and will not include, in any case, damages derived from profit loss, revenue loss, production or use, capital costs, downtime costs, buyer customer delays and claims, replacement energy costs, loss of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any class. The limitation of liability contained in this clause shall prevail over any other contained in any other contractual document that is contradictory or inconsistent with it, unless such provision further restricts CMASA’s liability. The CUSTOMER expressly accepts this limitation of liability.
RESERVATION OF OWNERSHIP
CMASA will retain ownership of the goods supplied until full receipt of the agreed payments. In this regard, the sending of receipts or other instruments will not be considered as payment until the deposit is made effective in CMASA’s bank account.
INDUSTRIAL AND INTELLECTUAL PROPERTY
Technical documentation, tools, fixtures, designs, sheets of factory instructions, etc. that CMASA makes available to the CUSTOMER during the commercial relationship will remain its property, preserving all intellectual and industrial property rights over them. The CUSTOMER may not assign or grant access to them to unauthorized third parties.
The CUSTOMER is obliged to keep confidential all those commercial and technical details of which he has knowledge due to the commercial relationship and that are not in the public domain; not being able in any way to assign them to third parties.
In compliance with the provisions of the RGPD and Organic Law 3/2018, of December 5th, on the Protection of Personal Data and guarantee of digital rights, the personal data provided by the CUSTOMER will form part of CMASA’s client file, whose purposes are the maintenance of the contractual relationship, the control and management of sales and their corresponding collections. CMASA will treat said data with the utmost confidentiality, and undertakes not to use them for a purpose other than that for which they have been collected, as well as to keep them under proper measures that guarantee their security and avoid their alteration, loss, and unauthorized treatment or access. CMASA undertakes to keep professional secrecy regarding the aforementioned personal data, even once the contractual relationship has ended. The CUSTOMER may exercise their rights of access, rectification and cancellation, communicating it in writing to the registered office of CMASA, C / ARIZA, 4 50011 Zaragoza, SPAIN.
APPLICABLE LAW AND PLACE OF JURISDICTION
This relationship will be governed by Spanish law. The parties expressly waive any other forum or jurisdiction to which they may be entitled and agree to submit to the Courts of Zaragoza any difference or litigation arising from the validity, interpretation, compliance or execution of the General Sales Conditions, as well as the acts or transactions contemplated therein. Any dispute concerning the interpretation or execution of these General Sales Conditions will be the exclusive competence of the Courts and Tribunals of Zaragoza, no matter the place of delivery or the accepted means of payment.