1.1 Unless agreed otherwise in writing, every offer and every agreement is governed by these conditions, which constitute an integral part thereof and which, by the operation of the law, take precedence over the purchasing conditions of the customer. Any deviation, modification or addition to these conditions may only be invoked against ARKOSSA SMART SOLUTIONS, SL, if ARKOSSA SMART SOLUTIONS, SL has expressed its agreement therewith in writing.
1.2 An offer is valid for 14 days. The total price is exclusive of VAT. The agreement comes into effect at the moment that ARKOSSA SMART SOLUTIONS, SL receives written acceptance of the offer within the stated time period.
1.3 The customer will guarantee that the information, specifications and guidelines he supplies to ARKOSSA SMART SOLUTIONS, SL are accurate, correct and comprehensive.
2.1 Goods are delivered ex works. They are always transported at the customer’s risk, even if it is agreed that ARKOSSA SMART SOLUTIONS, SL will provide transport.
2.2 The customer will guarantee that the delivery and/or installation address complies with all the conditions necessary so that the delivery and/or installation can be carried out in accordance with the law, the agreement and good manufacturing practices. All costs and damage caused, in part, by this not being the case will be borne exclusively by the customer.
2.3 The delivery time proposed by ARKOSSA SMART SOLUTIONS, SL is only an indication. Any delay may not, under any circumstances, be adduced as grounds for dissolving the agreement. In the event of a manifestly unreasonable exceeding of the delivery time, which is also exclusively attributable to ARKOSSA SMART SOLUTIONS, SL, the customer may claim compensation if he proves the damage suffered. In that event, the liability of ARKOSSA SMART SOLUTIONS, SL is, in any case, limited to the direct and foreseeable damage and said compensation will be to a maximum value of 5 % of the price.
2.4 Any exceedances of the payment period for advance payments will be added to the delivery time.
3.1 In all circumstances the ownership of the goods is only transferred to the customer after the price has been paid in full. The bankruptcy of the customer does not affect ARKOSSA SMART SOLUTIONS, SL’ right to demand the return of all goods that have already been delivered.
3.2 The responsibility and risk with respect to the goods is transferred to the customer when the agreement comes into effect.
La operación de compraventa estará además sujeta al pago de los impuestos que en su caso correspondan de acuerdo con la normativa que sea aplicable. En su caso, en la factura aparecerá reflejado el concepto del impuesto y su importe.
4.1 In the event of “extraneous cause”, even when this does not result in the permanent and/or complete impossibility of performance, the parties are entitled, by the operation of the law, to suspend their obligations or to terminate the agreement unilaterally, by notifying the other party by registered letter and without any obligation to pay compensation.
.2 The following eventualities, inter alia, are regarded as instances of “extraneous cause”: fire, explosion, strike, civil unrest, civil war or international war, invasion, refusal by the authorities to issue import or export licences or the cancellation thereof, the impossibility of obtaining goods and/or raw materials and/or parts due to a situation of force majeure at the production site or an unforeseen event at a supplier of goods or services, etc. or due to any other similar cause that is reasonably beyond the control of either party.
5.1 The price is stated in the agreement and will be subject, by the operation of the law, to the addition of all taxes (incl. VAT) and fees imposed or raised by any authority or government, as they apply on the day of the delivery.
5.2 ARKOSSA SMART SOLUTIONS, SL may, if it suffers a significant loss, exercise its right to ask the customer for an adjustment to the price due to circumstances which it could not reasonably have foreseen when the agreement came come into effect and the consequences of which ARKOSSA SMART SOLUTIONS, SL was not able to remedy, even though it had done everything necessary to this end. The following, inter alia, are considered to be circumstances of this nature: economic circumstances such as increases in ordinary or extraordinary costs, of whatever nature. A loss is deemed to be significant once the sum concerned is equal to 2.5 % or more of the price. In the absence of agreement between the parties concerning this price adjustment, ARKOSSA SMART SOLUTIONS, SL is entitled, by the operation of the law, to suspend its obligations or to unilaterally terminate the agreement in accordance with article 4.1. by means of notification by registered letter.
5.3 The additional works are calculated by direct labour according to the unit prices unless these are of a special nature and require more work or costs, or if price increases in wages or materials have occurred in the meantime.
6.1 All invoices are payable in cash within 8 days at the registered office of ARKOSSA SMART SOLUTIONS, SL.
6.2 Objections to invoices must be submitted by registered letter within 8 days of the invoice date.
6.3 In the event of failure to pay on time the customer will be required, by the operation of the law and without prior notification, to pay late payment interest at a rate of 12 % per annum. In the event of complete or partial non-payment on the payment due date, and after notification by registered letter, the amount owed will be increased by 12 %, by the operation of the law, and with a minimum sum of 250 euros, as a fixed compensation fee for extra-legal costs. This compensation will be subject the same contractual interest, at 12 % per annum, from the date of notification by registered letter, by the operation of the law.
6.4 The continued failure to pay one invoice will result, after notification by registered letter, in the expiry of any postponement of payment that may have been granted with respect to other deliveries and will result in all outstanding invoices becoming immediately payable. ARKOSSA SMART SOLUTIONS, SL is further entitled to suspend the fulfilment of other orders.
7.1 The customer will check the delivered goods and, where applicable, the installed goods at the moment of delivery or installation. Any visible defects and/or non-conformity with the specifications on the date of delivery or installation must be made known to ARKOSSA SMART SOLUTIONS, SL within 8 days by registered letter. If this does not occur, the goods will be assumed to have been accepted.
7.2 Claims relating to alleged visible defects or non-conformity may not be invoked by the customer as grounds for postponing or suspending his obligations to pay.
8.1 ARKOSSA SMART SOLUTIONS, SL guarantees that the goods will be free of hidden defects in materials and work, at the moment of delivery.
8.2 In any case, the customer forfeits the right to invoke a hidden defect, if he has not made this known to ARKOSSA SMART SOLUTIONS, SL within a maximum period of one year after the date on which the goods were delivered to him. The customer’s right to claim on grounds of a hidden defect is also forfeited if he fails to notify ARKOSSA SMART SOLUTIONS, SL within 14 days after discovering the defect including details of the precise nature of what has been discovered./p>
8.3 The customer must provide proof that, at least, the seeds of the defect were present at the moment of delivery.
8.4 The customer may not avail himself of claims relating to alleged hidden defects as grounds for postponing or suspending his obligations with regard to payment.
8.5 If, in accordance with the conditions stated above, it is found that there is indeed a hidden defect, ARKOSSA SMART SOLUTIONS, SL will, at the request of the customer, and at its own discretion, either repair the goods or parts concerned, or replace the goods or parts concerned. Repair or replacement must take place within a reasonable period of time and without serious inconvenience to the customer, taking account of the nature of the goods and the use that the customer wishes to make thereof. Only the direct costs of materials and work incurred in order to bring the goods into conformity will be paid by ARKOSSA SMART SOLUTIONS, SL. Repair or replacement excludes any other claim. The customer may not demand additional compensation for direct or indirect damage that he may have suffered.
8.6 The customer may only additionally request an appropriate price reduction or the dissolving of the agreement, if (i) repair or replacement is impossible or would incur excessive costs for ARKOSSA SMART SOLUTIONS, SL, or (ii) ARKOSSA SMART SOLUTIONS, SL fails to provide redress within a reasonable period of time. Dissolution of the agreement may not be demanded, under any circumstances, if the defect is of minor importance.
9.1 Without prejudice to the provisions of article 2.3, the responsibility of ARKOSSA SMART SOLUTIONS, SL with respect to the customer, for whatever reason, is, in all respects, limited to the direct and foreseeable damage to the delivery itself, excluding any damage relating to use or operation, and will be of a value no greater than the amounts invoiced by ARKOSSA SMART SOLUTIONS, SL for the delivery or for that part of the delivery to which the complaint relates, with the exclusion, inter alia, of the costs of removal or replacement. The customer will hold ARKOSSA SMART SOLUTIONS, SL harmless with respect to all claims by third parties with regard to the goods delivered, that are of such a nature that the maximum obligation of ARKOSSA SMART SOLUTIONS, SL would be exceeded.
Any claim on the part of the customer with respect to ARKOSSA SMART SOLUTIONS, SL is invalid if the goods:
9.2.1 were not always transported and stored in the original packaging in the circumstances as indicated by ARKOSSA SMART SOLUTIONS, SL (inter alia in a sheltered and safe location, minimum temperature, maximum humidity) or, in the absence thereof, at least in circumstances that are generally accepted for such goods;
9.2.2 were not assembled, processed or used in accordance with the instructions of ARKOSSA SMART SOLUTIONS, SL, or, in the absence thereof, were not always the subject of a normal assembly, processing or use with the same care and precaution as is generally accepted for such goods;
9.2.3 were not maintained according to the instructions of ARKOSSA SMART SOLUTIONS, SL, or, in the absence thereof, at least not in accordance with generally accepted practice for such goods;
9.2.4 were connected to or used in combination with hardware and/or software that is not compatible with the goods in question;
9.2.5 were modified, repaired or sold on by the customer or by third parties.
10.1 If the agreement is cancelled by the customer, he will be liable to pay a compensation of a value equal to the services already performed and the materials already purchased plus compensation, the minimum value of which is set at a fixed rate of 25 % – increased to 65 % in the case of customized work – of the price, excl. VAT, without prejudice to ARKOSSA SMART SOLUTIONS, SL’s right to present evidence of greater damage.
10.2 The customer is bound to hold ARKOSSA SMART SOLUTIONS, SL harmless against all claims of sub-contractors, suppliers or third parties whose services ARKOSSA SMART SOLUTIONS, SL has called upon.
10.3 If the customer refuses to accept delivery or delivery is made impossible, ARKOSSA SMART SOLUTIONS, SL may dissolve the agreement, by the operation of the law, at the customer’s expense, by means of notification by registered letter to that effect. If partial delivery has already been made when the customer refuses to accept further delivery or makes further delivery impossible, ARKOSSA SMART SOLUTIONS, SL may opt, subject to notification by registered letter to that effect, to invoice the part of the delivery that has been fulfilled and to dissolve the agreement, by the operation of the law, at the customer’s expense, with respect to the, as yet, unfulfilled part. ARKOSSA SMART SOLUTIONS, SL is entitled, in any case, compensation as set out in article 10.1.
10.4 If the customer fails to comply or comply fully with one of his obligations, ARKOSSA SMART SOLUTIONS, SL may dissolve the agreement by the operation of the law, at the customer’s expense, by means of notification by registered letter to that effect, without prejudice to ARKOSSA SMART SOLUTIONS, SL’s right to compensation as set out in article 10.1.
10.5 ARKOSSA SMART SOLUTIONS, SL reserves the right to dissolve the agreement, by the operation of the law and without prior notification, in the event of bankruptcy, insolvency and in the event of any change of whatever nature to the customer’s legal situation, by means of notification by registered letter to that effect.
11.1 The customer guarantees that the intellectual property rights of third parties will not be infringed in the performance of the agreement.
11.2 The customer will hold ARKOSSA SMART SOLUTIONS, SL harmless with respect to all claims by third parties and for any damages that might result therefrom, inter alia, on grounds of alleged breaches of copyright, trade secrets, patent rights, trademark rights, industrial design rights or any other intellectual property right. The customer undertakes to pay all costs caused by said breaches, including court costs and costs and fees for technical or legal assistance.
Neither party may transfer the obligations that are the subject of this agreement, wholly or in part, without the prior written permission of the other party.
13.1 The agreement is subject to Spanish law.
13.2 Any dispute, including in the event of extreme urgency, (e.g. summary proceedings), comes under the competency of the law courts of the judicial district of Granada (Spain) in Spanish language.