GENERAL CONDITIONS OF SALE OF CHEMIPOL S.A.
“Buyer” shall mean any person or company who places an order with the Seller; “Conditions” means this Chemipol S.A. General Conditions of Sale and any amendments thereto made by Seller; “Sales Specification of the Product” means the document issued by Seller containing the specifications for the Product sold; “Seller” shall be Chemipol S.A. (Joan Monpeó 149, 08223 Terrassa, Spain); “Product” means the product sold by Seller and acquired by Buyer in accordance to the Conditions and the sale confirmation order issued by Seller to the Buyer; “INCOTERMS 2020” means the international trade terms called “Incoterms 2020” published by the International Chamber of Commerce (or, in the event that a subsequent version of this publication is produced, such subsequent version).
2.Scope of this terms and conditions:
These general conditions of sale shall apply to every sale done by Seller where Products will (regardless of the INCOTERM 2010 used and regardless of if such transport is arranged by Seller or Buyer) be transported to a country different than Spain (an “Export Sale”). This Conditions shall be binding between Seller and Buyer for any Export Sale regardless of such terms being attached to an order, confirmation of sale or other confirmation verbally or in writing by the Seller.
Buyer, by placing an order to Seller (whether in writing or any other form) shall be deemed to know and to have accepted these Conditions. These Conditions shall supersede any agreement between Seller and Buyer (made in writing or otherwise) from the date of issuance of the Conditions and the first order placed by Buyer to Seller, and shall apply subsequently on each and every order that is placed by Buyer. These Conditions can be consulted at www.chemipol.com/company or any successor thereto.
To the extent that certain terms and conditions are not dealt with in these Conditions, the applicable sales order, confirmation or usual arrangements between Seller and Buyer shall apply.
These Conditions may be varied by the Seller from time to time, such variation shall become effective at the time of publication of the Conditions at www.chemipol.com (or any successor thereto) or any other system that would be customary for the contact between the Buyer and the Seller.
3.Incoterms – Transfer of title and risk:
Sales terms shall be interpreted according to INCOTERMS 2010.
Title and risk of loss of the Products shall be transferred to the Buyer at the same time the title and risk of loss or damage according to INCOTERMS 2010 passes from the Seller to the Buyer. In case commercial terms not defined by the INCOTERMS 2010 are used, title and risk of the Products sold shall be transferred to the Buyer upon the date the relevant invoice is issued, unless otherwise agreed in writing between Buyer and Seller.
Quality of the Products supplied shall comply with the Sales Specifications document. Other documents do not constitute Sales Specifications, unless otherwise indicated in writing by Seller. The Buyer shall be deemed to be aware of such Sales Specifications prior to use of the Product and shall be responsible for monitoring, checking and testing the Product. Notwithstanding any assistance provided by Seller, Buyer shall be entirely liable for any direct, indirect or consequential damages or losses resulting from the use of the Product.
5.Transport – Damage – Delivery dates – Claims:
In the case where (i) Seller is not responsible to carry the Products, but nevertheless Seller arranges for transportation of the Products at Buyers request (or according to the usual stipulations between Buyer and Seller), or (ii) the INCOTERMS 2010 provide for Seller to transport the Product but title of risk and loss has passed to Buyer according to such INCOTERMS 2010; then, for both (i) and (ii) above, Seller shall not in any case be responsible in any form for any loss, damage, failure of quality, delay in transport, claim from third party or any other fault or liability of the Product during said transport. Buyer hereby releases Seller of all and any liability in this regard.
The Buyer shall address all and any claims in this regard directly to the carrier, in due time and prior to unloading the Products, and shall comply with all the procedures (including but not limited to, getting an expert opinion) that would be customary in a claim of these characteristics under Spanish law. Buyer acknowledges that shall not take any action -or lack thereof- which results -or would result- in a breach of the insurance of the Product (as organized by Seller) or that would render any insurance claim not valid against the insurers; Buyer releases Seller of all and any liability in such case.
Buyer shall always address a copy of the claim, and such other documentation obtained from an expert, to Seller.
In the event of a dispute relating to the failure of the Sales Specifications of the Product, such dispute shall be resolved by an expert accepted by both Parties.
Buyer or Seller shall be released of their performance or obligations under this Conditions (other than an obligation to pay any amounts when due) to the extent that and during the time when such performance was impeded by an event that could have not been predicted, or even when predicted could have not been avoided in the sense of what is established in article number 1105 of the Spanish Civil Code (“Force Majeure”). For the avoidance of doubt, such release due to Force Majeure shall only apply to the sales orders or products that are directly affected by such circumstance or event, if a sales order comprises more than one Product or delivery and some Products or deliveries are not directly affected by Force Majeure, there shall be no release of the performance or obligations related to such not affected products or deliveries.
To the extent that the performance or the obligations of a party (the “Affected Party”) is released due to Force Majeure, then the corresponding obligations of the not affected party shall be released to the extent and for the duration of the Force Majeure on the Affected Party.
7.LIMITATION OF LIABILITY:
NOTHITSTANDING ANYTHING IN THIS CONDITIONS OR ANY PREVIOUS OR FUTURE ARRANGEMENT BETWEEN SELLER AND BUYER (REGARDLESS OF MADE IN WRITING OR OTHERWISE), LIABILITY OF SELLER, WEHTER IN CONTRACT OR IN TORT, SHALL BE LIMITED TO THE ACTUAL REPLACEMENT OF THE PRODUCT OR REIMBURSEMENTS OF SUMS PAID BY BUYER TO SELLER. ANY OTHER LOSSES, DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES ARE HEREBY EXPRESSLY EXCLUDED.
8.Licenses – Representations – Proprietary rights:
These Conditions shall not be construed to constitute any license of any kind from the Seller to the Buyer of the patents or trademarks. The trademarks of Products remain exclusive property of the Seller and shall not be used in any form without written authorization by the Seller.
Nothing herein shall authorize either party to represent the other or to act as an agent for the other.
9.Entire Agreement – Severability:
These Conditions together with any sales order between Seller and Buyer form one and a single agreement. If any provision or section hereof (or part of) is declared or rendered unlawful by any applicable court of law or regulatory agency, or deemed unlawful because of a statutory change, such decision will not otherwise affect the lawful obligations that arise under this Conditions such provision or section shall be substituted by another provision or section with meaning as near as possible to its original intent and effect.
Any disputes arising from these Conditions shall be resolved in good faith between the Parties. This agreement (and any non-contractual issues) and the relationship between the Parties shall be construed and interpreted according to Spanish Law without reference to any choice of law principle that would result in the application of any other law. The parties hereby submit to the exclusive jurisdiction of the courts of Terrassa (Barcelona, Spain).
Terrassa, 25th June 2020.