General Conditions of Supply

GENERAL CONDITIONS OF SUPPLY

These general conditions of sale (hereinafter the "Conditions") form an integral part of all contracts of sale by Construcciones Papeleras, S.L. or by other companies or branches owned by or controlled by the latter (hereinafter "COPASA"), in Spain and/or abroad, for products manufactured and/or supplied by COPASA (hereinafter the "Products") or for services supplied by COPASA (hereinafter the “Services”); all quotations, offers, order confirmations and any future contracts of sale with the buyer, and all deliveries by COPASA shall be deemed to have been made pursuant to the following Conditions, except as otherwise expressly provided in a written document signed by COPASA or derogated from or varied by the above specific conditions of suppl
All delivery terms given shall be deemed to be indicative on The buyer, by acceptance of a late delivery, waives any and all possible rights relating to the delay.
Unless otherwise expressly agreed in writing between COPASA and the buyer, the Products shall be delivered "EX WORKS", La Pobla de Claramunt (Barcelona), packing not included. Regardless of whether COPASA agrees to arrange the transportation of the Products and/or enter into an agreement in respect thereof, in any event, from the moment in which the Products are delivered by COPASA to the carrier or the forwarding agent, the Products shall be transported at the risk and peril of the buyer. It is understood that, except upon the express order of and at the expense of the buyer, COPASA shall not enter into any transportation agreement and shall not insure the Products to be shipped. All delivery terms that may be agreed upon in writing shall have the meaning given to it in the most recent edition of the Incoterms of the International Chamber of Commer COPASA shall be entitled to effect partial deliveries of the Products and COPASA may invoice the Products supplied under each such delivery, which shall be paid for by the buyer in accordance with these Conditions, save where varied by these Conditions.
Unless otherwise agreed in writing, the prices for the Products and the Services shall be in Euros and payment therefor shall be in Euros.
Unless otherwise agreed in writing, the Spanish or export list prices effective at the moment the offer is made by COPASA, shall apply to each Product order, as the case may b The prices of any non-standard Products or any Products not appearing on the price list shall be determined by COPASA on a case by case basis. If any delay in delivery of the Products occurs through the fault of the buyer and if COPASA's list prices have increased between the time at which the offer was made and the time of delivery of the Products, the buyer shall pay the increased prices. Except as otherwise agreed in writing, payment for the Products and/or Services shall be affected by means of bank transfer to the bank and account indicated in writing by COPASA. In the event that COPASA and the buyer agree for payment to be made by means of letter of credit, then the letter of credit must be irrevocable, issued by a primary bank satisfactory to COPASA and confirmed by and payable at the counters of a Spanish bank acceptable to COPASA. Regardless of the means of payment adopted, payment shall be deemed to be effected at the place in which COPASA’s registered office is situated.
Subject in any event to the Incoterm as per Article 3 above, any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, duty, customs, inspection or testing fee or any other tax, fee or charge of any nature imposed by any governmental authority (whether Spanish or foreign), on or in relation to the sale of the Products and/or Services or any other transaction between COPASA and the buyer (other than income taxes imposed on COPASA) will be added to the purchase price and invoiced separately and shall be paid by the buyer in addition to the purchase price quoted for the Products and/or Services. In the event that COPASA is required to pay any such tax, fee or charge, then the buyer shall reimburse COPASA the amount of any such tax, fee or charge within 30 (thirty) days following receipt of COPASA’s invoice theref
In the event of late payment, COPASA shall be entitled to receive interest on late payments at the rate as per Spanish Law Decree no. 4/2013, without giving any notice of default and without prejudice to COPASA’s right to terminate the contract and seek compensation for any damages suffered. In any case, in the event that it is agreed that the buyer may pay the purchase price on an instalment basis, then it is understood that should the buyer fail to pay even only one such instalment, then the buyer shall be deemed to have lost the right to pay by periodic instalments and the total outstanding amount shall be deemed immediately due and payable by the buyer.
In the event that the buyer fails to make payments in a timely manner under any other contracts of sale concluded with COPASA, then COPASA shall be entitled, at its sole discretion, to suspend performance under the contract of sale or terminate the contract of sal
COPASA shall have the right to terminate the contract of sale at any time, at its sole discretion, in the event that the buyer encounters technical or supply difficulties (including, but not limited to, delays in preparing the site or factory in which the Products are intended to be located) and if any change in the buyer's economic condition occurs, including any change in the buyer's solvency and/or liquidity; in the latter case, COPASA reserves the right, at its sole discretion, to modify the payment terms originally established for the order. Further, in the event that the buyer encounters any such delays as referred to above, then the time for delivery of the Products and/or Services shall be extended by a period corresponding to the length of such delay; it being nevertheless understood that, without prejudice to COPASA’s right to claim damages, in the event that such delay exceeds a period of 30 (thirty) days, then COPASA shall be entitled, at its sole discretion, to terminate the contract of sale with immediate effect or increase the price of the Products and relevant Services in line with any possible increase in the relevant list prices which may have occurred since the date said price was agreed between COPASA and the buyer.
Except as otherwise provided by applicable rule of law, which rule of law is absolute and may not be derogated from or varied by contract, title to the Products shall pass to the buyer only upon payment in full of the purchase price of said Products and any Services relating ther In the event that payment for the Products and/or Services is to be paid by the buyer, in whole or in part, on an instalment basis and, in any event, after delivery of the Products, the buyer shall create a valid retention title over the Products in favor of COPASA which is effective against third parties and in the case of bankruptcy or liquidation of the buyer, as the case may be, in the country in which the Products are to be situated; it being understood that should the laws of said country not provide such a retention of title, then the buyer shall provide COPASA with a suitable guarantee satisfactory to COPASA which provides COPASA with substantially the same rights and has substantially the same effect as such a retention of title. In any and all cases, until such time as title to the Products has passed to the buyer in accordance with the provisions of this Article 10, the Products shall be prominently marked, in a manner and location satisfactory to COPASA, “Property of Construcciones Papeleras, S.L.” or words to such effect. The Buyer hereby acknowledges that even if the Products (machinery and equipment etc.) are affixed and/or anchored to the floor of any premises in which they are situated, the Products may not be deemed as being incorporated into or being fixtures of the land upon which and/or the building in which they are situated. Until such time as COPASA has received full payment of the purchase price of the Products, the buyer undertakes not to assign, transfer, sell or in any way attempt to assign, transfer or sell the Products to any third party, permit the use of the Products by any third party or remove the Products from the premises indicated as the place of installation in the contract of sale, without COPASA’s prior written consent. In the event of default by the buyer of its obligations hereunder, COPASA shall be entitled, without any formalities, including notice of default, to retain, by way of liquidated damages, the instalments of the purchase price already paid and repossess all of the Products with respect to which title has not yet passed to the buyer, wherever said Products may be, without prejudice to COPASA’s rights to seek any other judicial remedies available to it in respect of the damages suffered.
COPASA warrants to the Buyer that the Products shall comply with the relevant specifications agreed to in writing between COPASA and the buyer and shall be free from defects in materials and workmanship for a period of 12 (twelve) months following the initial putting into service of the Products or 18 (eighteen) months following delivery thereof, whichever is the shorter. COPASA shall repair or replace, at its sole discretion, any defective parts covered by the warra The Seller shall have the right to choose between delivery of replacement parts, repair at the buyer’s site, or repair at COPASA's workshop. The cost of transportation of the Products to COPASA’s workshop for warranty repair and back to the buyer's site shall be borne by the buyer. With regard to parts replaced by COPASA under the warranty, a new warranty period shall commence and be effective for a period of 12 (twelve) months following the putting into service of the respective part or 18 (eighteen) months following delivery of said part, whichever is the shorter. The warranty shall not extend to, and accordingly COPASA shall not be liable for damages of whatever nature resulting from, defects caused in whole or in part by damage in transit, by improper use, handling or maintenance of the Products, by the use of unsuitable raw materials, by faulty or negligent treatment, by excessive use of the Products, by any acts which are not in line with the maintenance and user instructions of the Products, or in any event, due to any other reason not attributable to COPASA. Further, the warranty shall not extend to parts of the Products which are subject to ordinary wear and tear or to any repairs or replacements whether written, oral or implied. The warranty shall in any event lose any and all effect should any equipment or spare parts not supplied by COPASA be installed in the Products, and in any case, should any modifications have been made without COPASA’s prior written consent. With regard to the Products which are delivered by COPASA in a disassembled form, then the warranty shall lose any and all effect should the erection or installation thereof not have been carried out according to the technical instructions of COPASA’s personnel. Any claim relating to defects in the Products must be made to COPASA within 7 (seven) days following the discovery of said defect (failing which the buyer shall lose its rights under the warranty in respect thereof) and, in any case, within 12 (twelve) months following the putting into service of the Products or 18 (eighteen) months from the date of delivery thereof, whichever is the shorter, and shall be deemed waived if not made within said period. Said claim must be made by the buyer to COPASA by means of registered letter, return receipt requested sent to COPASA’s address set forth above or at such other address as COPASA may subsequently advise the buyer in writing. The buyer shall be solely responsible for ensuring that the articles manufactured using the Products are in compliance with the relevant safety regulations in force and the buyer shall in any event be liable for any claims made by any party which may have possibly suffered damages and it shall duly hold COPASA harmless from and against any such claims, including any legal fees and costs relating thereto.
COPASA's warranties, guarantees and liability under and in connection with this contract of sale are limited to those expressly set forth in this contract of sale and in the annexes her Except as provided expressly herein or by applicable rule of law, which rule of l aw is absolute and may not be varied by contract, COPASA shall have no liability with respect to the Products or Services. In no event shall COPASA be liable for loss of profit, incidental or consequential damages, direct or indirect losses of any kind or for any loss or damage resulting from mere recommendations given to the buyer by COPASA. The parties hereby acknowledge and agree that COPASA's total liability arising out of and/or relating to each contract of sale between them shall be limited to 5% (five per cent) of the relevant purchase price.
The Products shall be in compliance with the applicable technical and safety standards provided by EC Directive 98/37 in force as of the date of the conclusion of the contract of sale, except as otherwise expressly agreed in writing by COPASA.
All specifications indicated in and drawings attached to COPASA’s quotations, offers and/or contracts of sale must be intended as preliminary only and may be modified during the detailed engineering in order to optimize the Products; it being nevertheless understood that the guarantees in respect of the Products agreed to in writing by COPASA in the contract of sale shall remain unchanged.
COPASA shall not be held responsible vis-à-vis the buyer for any failure to perform, including late delivery or failure to deliver, which failure to perform is caused by occurrences beyond COPASA's reasonable control, including, but not limited to, late delivery or non -delivery of materials by suppliers, strikes and other union actions, suspension of or difficulties in transportati
All intellectual and/or industrial property rights relating to any and all specifications, drawings, designs, formulae, data, information, ideas, methods, patterns and/or inventions made, conceived, developed and/or acquired by COPASA in connection with the procurement and/or fulfillment of the buyer’s order shall vest exclusively in and inure to the exclusive benefit of COPASA, notwithstanding any charges which may have been or may be imposed by COPASA in respect thereof and equally the above-mentioned information and items shall not be disclosed to any third party without COPASA’s prior written consent.
All quotations, offers, correspondence, specifications, drawings, designs, plans and sketches and any other technical or commercial information submitted by COPASA to the buyer or in any way learnt by the buyer during the course of the performance of the contract of sale shall remain the property of The buyer shall keep strictly confidential and will not disclose said information to any third party without COPASA’s prior written authorization.
Unless otherwise specified therein, any quotation or offer made by COPASA shall be valid for a period of 30 (thirty) days following the date thereof. Upon the expiry of said 30 (thirty) day period or any different period which may be expressly indicated in the quotation or offer, the quotation or offer shall be deemed automatically revoked and annulled, unless prior to said expiration date COPASA and the buyer have concluded a contract of sale relating to the Products which form the subject matter of said quotation or offer.
The contracts of sale to which COPASA is a party shall be governed by the laws of Spain, and in particular, in the case of international sales contracts as defined in Article 1 of the Vienna Convention of 1980 on the sale of goods, by said Convention, where not excluded or derogated from by these Conditions or by the parties in writi Any and all disputes arising out of or relating to the sale of the Products and/or any relating Services by COPASA shall be settled by the courts of competent jurisdiction for the place in which COPASA's registered office is located. Notwithstanding the foregoing, COPASA may bring an action against the buyer in any court having jurisdiction over the buyer, in particular, but not by way of limitation, to recover credits for Products and/or Services supplied.
For the purposes of the Spanish regulations with regard to the handling and/or use of personal data, COPASA hereby informs the buyer that the personal data (personal details, fiscal and financial details) relating to the legal entities which enter into a relationship with COPASA, in addition to the personal details of the individuals which act on their behalf, are collected, recorded, re-ordered, memorized and processed for administrative/accounting purposes. In particular, such purposes relate to the following activities: the management of orders and invoices; the conclusion of possible agreements (including agreements for the purposes of insuring COPASA’s credit vis-à-vis the buyer and agreements relating to the assignment of said credit); the management of suppliers; the carrying out of contractual obligations and other obligations provided by The above-mentioned data may be communicated to third parties in relation to the purposes for which they have been acquired and collected. The above terms of this Article 20 shall be deemed as a valid informative note for the purposes of and pursuant to the above-mentioned regulations and the buyer hereby declares that it agrees to the handling and/or use of the above data by COPASA for all purposes provided by law.