General Terms and Conditions of Sale

1.- GENERAL PROVISIONS

Sales and supplies made by FÁBRICA ELECTROTÉCNICA JOSA, S.A. Unipersonal (hereinafter referred to as the Seller) shall be subject to these General Terms and Conditions of Sale, except for any specific terms that may have been agreed upon in a sales contract or specific offer. The Buyer shall be informed of the existence of these general conditions either by means of an information notice, their explicit publication, or their availability for download on the company’s website. It shall therefore be understood that the Buyer accepts these conditions at the moment the order or offer is placed.

2. INTELLECTUAL AND INDUSTRIAL PROPERTY

The Seller reserves the corresponding intellectual and industrial property rights over its products, know-how, and technology in relation to third parties concerning all information, drawings, plans, software, services, and materials accompanying any order or offer. The Buyer is prohibited from using any of the aforementioned without the Seller’s express authorisation. Any licence for use or any other form of sharing of the results derived from intellectual and/or industrial property rights must be expressly agreed in writing, and shall not be deemed to have been granted in any way unless otherwise expressly stipulated under such terms and form.

3. DELIVERY PERIODS

The delivery periods indicated in the Buyer’s order shall always be considered as indicative, and the Seller shall make every effort to comply with them. Therefore, any delays that may occur shall not imply the cancellation of the order or the imposition of any penalties, unless specific conditions have been expressly agreed to that effect. As a general rule, delivery periods shall not be shorter than three working days. Upon the Buyer’s request, order confirmation and delivery confirmation may be sent electronically.

4. TERMS OF SUPPLY

The Seller shall deliver the goods carriage paid, using its usual transport agency, when the net amount of the order exceeds €600.
In all other cases, the Buyer shall be responsible for collecting the goods at the location indicated by the Seller, once the Seller has informed the Buyer that the goods are available.
Any costs arising from a change of delivery address differing from that initially stated in the order shall always be borne by the Buyer.

5. RETURNS

Only returns of goods that have been previously authorised by the Seller shall be accepted, such authorisation to be granted in writing and to specify the products, quantities authorised, and the final valuation.

Furthermore, the goods subject to return must meet the following conditions:

– Complete boxes with original packaging, labels, and seals.
– The goods must correspond to products currently included in the Seller’s latest price list.
– The goods were supplied within the 12 months prior to the return request.

Under no circumstances shall returns of special materials or products, or of products sold during promotional campaigns, be accepted.
Transport costs arising from the return shall always be borne by the Buyer.
In the event that unauthorised materials and/or quantities are received, the Seller reserves the right to return such materials to the Buyer carriage forward.
A depreciation will be applied to the value paid at the time of purchase, depending on the time elapsed since delivery and the materials included in the return. This depreciation may range between 15% and 50%.

BJC reserves the right to refuse returns of goods which, although still in their original packaging, show signs of damage to the packaging that could affect the products contained within.

6. WARRANTY

Unless otherwise expressly stipulated by contract or specific conditions, the Seller guarantees the materials supplied against manufacturing and assembly defects for a period of one year from the date of delivery of the goods, under the following conditions:

– The Seller shall, at its discretion, repair or replace any material found to have manufacturing or assembly defects as soon as reasonably possible.
– The repaired or replaced item or material shall be covered by a one-year warranty from the date of repair.
– The remaining elements, other than the one repaired or replaced, shall not be entitled to a new warranty period.
– The dismantling or installation operations of the materials shall be carried out at the Buyer’s expense.
– Under no circumstances shall the Seller be liable for repairs or work carried out by third parties as a result of defects in the materials supplied by the Seller.
– This warranty excludes any damage or effects arising during installation or assembly, as well as wear resulting from normal use of the material.

7. PRICES

The prices stated in the price list in force at the time of validation and acceptance of the order shall apply. The application of any other price list, discount, or promotion must be indicated in writing by the Buyer in the order and validated by the Seller.

8. RETENTION CLAUSE

The Seller shall not be obliged to fulfil this agreement if such fulfilment is prevented by any restriction arising from national or international foreign trade or customs regulations, or by any embargo or other sanctions.

9. COMPLIANCE WITH EXPORT CONTROL REGULATIONS

9.1. If the Buyer/Recipient transfers to a third party any goods (hardware and/or software and/or technology, as well as the corresponding documentation, regardless of the means of transfer) supplied by the Seller, or any work or services (including all forms of technical support) carried out by the Seller, such Buyer/Recipient shall comply with the applicable national and international regulations on (re-)export control. In the event of any transfer of goods, work, or services, the Buyer/Recipient shall comply with the current (re-)export control regulations of the Kingdom of Spain, the European Union, and the United States of America.

9.2. Prior to the transfer of goods, work, and services supplied by the Seller to a third party, the Buyer/Recipient shall verify and ensure, in particular, through appropriate measures, that:

– No violation occurs in relation to any embargo imposed by the European Union, the United States of America, and/or the United Nations as a result of such transfer, the brokering of contracts relating to such goods, work, and services, or the provision of other economic resources connected with such goods, work, and services, also taking into account national trade restrictions and prohibitions on circumventing such embargoes.
– The goods, work, and services are not intended for use in connection with armaments or nuclear technology, insofar as such use is prohibited or subject to authorisation, unless the necessary authorisation has been obtained.
– The regulations of all “Sanctioned Party Lists” issued by the European Union and the United States of America, applicable to trade with the entities, persons, and organisations listed therein, are duly observed.

9.3. Should export control checks be required by the Seller or by any Competent Authority, the Buyer/Recipient shall, at the Seller’s request, promptly provide all information relating to the specific end customer, the specific destination, and the specific intended use of the goods, work, and services supplied by the Seller, as well as any other restrictions that may exist in relation to export control.

9.4. The Buyer/Recipient shall indemnify and hold the Seller harmless from any claim, proceeding, action, fine, loss, cost, or damage arising from or in connection with any breach of export control regulations by the Buyer/Recipient, and shall compensate the Seller for all losses and expenses incurred as a result thereof.

10. JURISDICTION

For any dispute that may arise between the parties (Seller and Buyer), both parties expressly submit to the jurisdiction of the courts of Barcelona or Madrid, expressly waiving any other jurisdiction that may correspond to them by reason of their domicile.

11. LIMITATION OF LIABILITY

The Seller shall not be liable for any indirect damages, such as loss of profit, downtime and/or loss of production and/or data. Likewise, the Seller shall only be liable for direct damages caused in the performance of its obligations towards the Buyer, up to a total cumulative amount equivalent to 10% of the contract or order price.
A single event may not give rise to both a penalty and a claim for damages. The provisions of this clause shall prevail over any future agreement contained in an order or contract, unless such documents expressly refer to and override this Condition 11 by mutual agreement.

Effective date
March 2018

FÁBRICA ELECTROTÉCNICA JOSA, S.A. UNIPERSONAL
Fábrica Electrotécnica JOSA, S.A. Unipersonal
Tax ID (CIF): A08074767
Avda. La Llana 95–105, 08191 Rubí, Barcelona, Spain
Last updated: 03/2018