General conditions of sale

GENERAL.

These general conditions of sale of GALLEGA DE CIRCUITOS ELECTRÓNICOS, S.L.U. with Tax Identification Number B-15675101 and address at Rúa Benéfica de Conxo, 17- 15.706, Santiago de Compostela – Spain, (hereinafter, the “Seller”), shall apply to any offer made by the Seller and to any contract of sale concluded by the Seller with any Buyer, whether an individual or a legal entity (hereinafter, the “Buyer”).
Any sale made by the Seller shall be expressly conditioned to the Buyer’s full acceptance of these terms and conditions, as well as to the Buyer’s waiver of its own general conditions of purchase. The Buyer is considered to have accepted these general conditions of sale and waived its own when an order is placed.
The Buyer acknowledges that these general conditions of sale have been validly placed at his disposal by the Seller prior to the conclusion of the contract of sale and that he has received a copy thereof.
Placing an order implies the full and unreserved acceptance of each one of the terms of these general conditions of sale by the Buyer, as well as their validity and efficacy, except when mandatory regulations applicable to consumer relations provide otherwise.

OFFER AND EXECUTION OF THE CONTRACT.
1. The applicable prices are those indicated in the quotation, offer or proforma provided by the Seller or, in its absence, those contained in the Seller’s price list in force on the date of the order’s receipt.
2. The offers will be subject to acceptance during the period stipulated in them by the Seller and, in the event that no period has been stipulated, during a period of thirty (30) calendar days from the date of the offer. Without prejudice to the foregoing, the Seller may withdraw or revoke its offers at any time before it is accepted by the Buyer.
3. The information contained in the product catalogue, website, as well as in any other oral or written communication of the Seller is merely indicative and shall not be binding. Such information is subject to modification, without prior notice, and the Seller shall not be liable for any error or omission contained therein. The Seller reserves the right, without prior notice, to discontinue products, make design or specification changes as part of its product improvement programme or as a method of assisting product availability.
4. The sale and purchase shall be deemed to be definitively perfected with the acceptance of the quotation, offer, proforma or catalogue by the Buyer, by placing the corresponding order, once expressly acknowledged by the Seller by e-mail or by any other written means.
5. The Buyer’s technical specifications and/or requirements on the product shall only be binding if they have been duly communicated to the Seller and the Seller has expressly stated them in the quotation, offer or proforma sent to the Buyer.
6. Orders, once confirmed by the Seller, cannot be total or partial cancelled, changed or delayed by the Buyer, except with the express consent of the Seller and, in any case, after payment of all the expenses incurred as a result thereof. In the event of cancellation, the Seller reserves the right to charge the Buyer the difference existing between the sale price initially applicable to the products of the order and the price in force at the time of cancellation.
PRICE AND TERMS OF PAYMENT.
1. The applicable prices shall be those indicated in the quotation, offer or proforma provided by the Seller or, in its absence, those contained in the Seller’s price list in force on the date of the order’s receipt. The prices published in the Seller’s price list, quotation, offer or proforma do not include V.A.T. or other taxes payable by the Buyer, nor any other expenses and/or commissions, including bank charges, incurred in order to make the payment of the price effective, which are exclusively for the responsibility of the Buyer. The Seller may modify the price list at any time. Any modification of the price list shall not affect any pending orders which will continue to be subject to the prices in force on the date on which the order was accepted.
2. The payment conditions will be established, in each case, by mutual agreement between the Buyer and the Seller. For its own scope of application, the contract will be subject to the Spanish Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions or the regulation that replaces it. Under no circumstances may the maximum payment periods established in this regulation be exceeded.
3. The Buyer’s delay in the payment of the price will entitle the Seller to demand from the Buyer the outstanding price plus interest for late payment calculated in accordance with the Spanish Law 3/2004, of 29 December.
4. The breach of the payment obligations of the Buyer will entitle the Seller to opt between terminating the contract, with the corresponding compensation for damages; or to claim payment of the outstanding price with the mentioned accrued interest. The payment of interest shall be not conditioned to prior notice to the Buyer.
DELIVERY AND SHIPMENT.
1. The delivery periods indicated in the order by the Buyer will always be merely indicative. The seller shall seek performance in good faith, any possible delays shall not entitle the Buyer to cancel the order, or to claim liability or penalties of any kind, unless otherwise has been expressly accepted by the Seller. Indicatively, the delivery of the orders will be carried out on the terms agreed, but in no case will the delivery date be an essential condition of the contract.
2. Unless otherwise agreed in writing, the goods shall be delivered on an Incoterm Ex-Works basis, whereby the risk of deterioration or loss of the goods during transport, including loading and unloading of the products, shall be borne exclusively by the Buyer. The assumption by the Seller of the transport contract on behalf of the Buyer will not modify, in the least, the attribution of the risk of transport to the Buyer, it being understood that, for these purposes, the Seller acts as a mere intermediary with the right to pass on the price of the transport to the Buyer and without any responsibility for the result or the vicissitudes of the transport, and this regardless of whether or not the Seller appears as the carrier in the corresponding consignment note.
3. As soon as the Seller places the goods at the disposal of the Buyer, the Buyer shall assume all risks related to the possession, care, and use of the products in accordance with the aforementioned Incoterm and shall also be liable, from that moment, for any damage that the aforementioned products may cause.
4. In the event that the Buyer does not take possession of the goods on the agreed delivery term, the delivery shall also be deemed to have been made, and the Buyer shall bear the risk (deterioration, breakdown and definitive loss) and shall pay all the expenses (including storage, insurance and handling) arising from the non-delivery attributable to the Buyer.
5. In the event that the Buyer does not take possession of the goods on the agreed delivery term or postpones it unilaterally, the Seller shall be entitled from that time to invoice the full price of the goods on the understanding that delivery has taken place.
6. The Seller is entitled to deliver the purchased goods in one or more instalments. When several orders had been placed by the same Buyer, each of them will be considered an independent contract, so that the breach of one of them will not affect the others.
7. All goods ordered shall be transported at the Buyer’s risk and expense, assuming the risks derived from their deterioration, loss and delay in delivery. Regardless of the regime applicable to the Incoterm referred to, and unless otherwise agreed in the quotation, offer, proforma or any other contractual document, the Buyer shall bear all costs necessary and accrued for the provision of the goods ordered by the Buyer, and in particular the costs of packaging, transport, including loading and unloading, insurance and customs, including export and import costs, which shall be passed on to the Buyer through an additional charge on the sale price of the goods.
RESERVATION OF TITLE.
1. The Seller reserves full ownership of the goods delivered to the Buyer until the price is fully paid.
2. A breach of the payment obligation by the Buyer will entitle the Seller to recover the possession of goods delivered, as well as to use the sums paid by the Buyer as price of the contract, to compensate any damages derived from the breach of the contract.
3. In the event that the products have been transformed or integrated into other equipment, the Seller may retain the processed products or the equipment into which the products have been incorporated as a guarantee until the price has been fully paid. The Buyer undertakes to mention this reservation to third parties who may be affected by it and, in particular, to those to whom it delivers, by whatever title, the product covered by the contract.
RETURNS.
1. The Seller does not accept returns of orders already served, unless otherwise specified in the specific conditions agreed between the Seller and the Buyer or in those cases where the goods have apparent defects, provided that the defects have been communicated in writing to the Seller within ten (10) calendar days from the date of delivery of the goods, and the Seller has ascertained the existence of defects and the responsibility thereof. Once this period has expired, the goods shall be deemed to have been received to the Buyer’s full satisfaction, without prejudice to the warranty obligations that may be applicable in accordance with these General Conditions of Sale.
2. Returns or shipments to the Seller’s facilities, whether for replacing the goods purchased under the contract, or to pay for them, must always be made at the Buyer’s expense, enclosing the sales invoice, except in the case of defects attributable to the Seller, in which case they shall be borne by the latter.
3. No returns that have not been previously authorised by the Seller will be accepted, nor those in which the goods show signs of handling and/or conservation that contravene the instructions and recommendations of the Seller. Once authorised, the Buyer has a maximum period of five (5) calendar days to make it effective.
GUARANTEE.
1. Unless otherwise provided in the offer or specific conditions agreed, the Seller undertakes to remedy any malfunction or lack of conformity of the products caused by a defect in the design, materials or manufacture for a period of three (3) months from the delivery date. In any case, the mandatory legal guarantees imposed by the legislation of the states applicable to the Contract of Sale and Purchase shall be complied by GALLEGA DE CIRCUITOS ELECTRÓNICOS, S.L.U.
2. The Seller’s guarantee shall not apply if:
  1. The products have not been transported, stored, maintained, connected, installed, initiated, or used in a proper way pursuant the instructions of the Seller, and particularly those indicated in the user guides, packaging, technical datasheets, and any other documentation accompanying the products or delivered with them, as well as in prescriptions or technical safety and maintenance standards in force in the country in which the goods are intended to be used; or
  2. The malfunction or lack of conformity results from the normal wear and tear derived from the use of the products according to the aforementioned technical instructions or prescriptions; or
  3. The malfunction or lack of conformity results from specific materials, components or designs imposed by the Buyer, disregarding whether they have been approved or not by the Seller; or
  4. The Buyer carries out any form of repair or replacement of the products. The Buyer carries out any repairs or alterations to the goods, including changes to previously defined configurations and additions or connections of third-party products, without the prior express authorisation of the Seller; or; or
  5. The malfunction or lack of conformity is due to a cause not attributable to the Seller, particularly when it has its origin in:
    1. Discoloration, corrosion, degradation, deterioration resulting from the product’s exposure to any animal, environmental or vegetable substance or waste matter, oil derivatives, radiation, acid rain, pollution or contamination due to any other element;
    2. Exposure to fire, water, snow, rain, humidity, or fluids, unless it is indicated in the product’s technical specifications that it is adequate and resistant to such weather conditions;
    3. Force majeure events, such as, among others, fires, natural and atmospheric events, earthquakes, floods, electric storms, lightning, chemical and biological events, war, warlike events, accidents, vandalism, terrorist attacks, or damages due to the influence of people or animals;
    4. Any failure or incident in the electric or communications networks, such as cuts, fluctuations or surges that exceed the limits laid out in the product’s technical documentation or within the applicable laws and regulations.
3. Unless an imperative rule to the contrary is applicable, the option to repair or replace a defective element corresponds exclusively to the Seller and will not change the starting date of the guarantee period of the order, which will continue to be the remaining time of the period indicated in section 6.1, or a term of two (2) months from the date of dispatch to the Buyer, whichever is longer. In the event that such repair or replacement is unfeasible or when the cost of the same is disproportionate, the Seller will proceed to replace it with another of equal or superior characteristics.
4. The above guarantee shall be automatically excluded if the Buyer carries out any type of repair or modification to the products without the express authorisation of the Seller.
5. This guarantee does not cover, under any circumstances, expenses relating to the search for the defective product at the Buyer’s premises, the de-installation, re-installation or replacement of the components (i.e. chips) integrated, at the Buyer’s decision or initiative, in the defective product after delivery, as well as any other expenses that may be incurred by the Buyer in connection with the repair or replacement thereof.
6. The efficacy of this guarantee and its duration are conditioned to the previous access of a representative or authorised technician from the Seller to the products to check the alleged malfunction or lack of conformity. Claims against this guarantee must be must be carried out in the prescribed manner indicated in the Repair Form or any equivalent document of the Seller. Claims must at least include the following information:
  1. Identification of the product affected by the malfunction or lack of conformity.
  2. Date of purchase and/or installation and the corresponding invoices.
  3. Detailed description of the detected malfunction or lack of conformity. Defective product/s must be shipped in its/their original packaging with all its/their parts and components in the manner and within the terms indicated by the Seller. The shipment shall be made at the Buyer’s expense and shall also be returned prepaid.
7. In the event that the Seller decides that the product is free from defects or lacks of conformity and therefore does not need to be repaired or replaced according to the terms of this guarantee, the Seller may charge on the Buyer its inspection and claims management costs, as well as the price of the reparation or replacement, provided that one of these options is requested by the Buyer.
8. Notwithstanding the limitation periods applicable to the action to enforce this warranty against the Seller, the Buyer shall in any event give notice of the defect or non-conformity within thirty (30) calendar days immediately following the date on which it became aware of the defect or non-conformity.
LIABILITY.
1. The contractual liability of the Seller shall be limited, in any case, to a maximum amount equivalent to 100% of the price of the purchased product under which the claim has arisen. In no event shall the Seller be liable to the Buyer, nor to any third party related to the Buyer, for loss of profit, loss of revenue, downtime costs or, in general, for losses of any kind, including those arising from damage to the components (i.e. chips) integrated and/or used in the defective product at the Buyer’s initiative after delivery, or for indirect damages that the Buyer may suffer as a result of non-delivery, delayed delivery or defective delivery of the goods.
2. The Seller shall not be liable for any defects in performance, errors, costs, damages and/or liability of any kind resulting from specifications, requirements and/or configurations of any kind implemented in the goods at the Buyer’s request.
3. The limitation of liability contained in this clause shall prevail over any limitation contained in any other contractual document which is contradictory or inconsistent with this clause unless such provision limits the Seller’s liability to a greater extent.
4. The Buyer waives the Seller’s liability for any and all claims by third parties for damage caused by or in connection with any of the goods delivered by the Seller, including claims brought against the Seller as producer of the goods pursuant to any agreement on product liability, unless such damage is due to the Seller’s wilful misconduct or gross negligence.
5. In no event shall national rules imposing punitive damages apply to the contracts governed by these terms.
FORCE MAJEURE.
The Seller will not be liable before the Buyer in any way, nor will it be deemed to be in breach of the Contract, for delay in performance or failure to perform its obligations under the Contract, if such delay or failure is due to or arises from an event of Force Majeure. Force Majeure will be interpreted as any cause beyond the Seller’s control and responsibility area, which cannot be foreseen and/or avoided or the effects of which could not have been reasonably foreseen. Force Majeure shall be considered to be, among others, general strikes in the sector, riots, mutinies or wars, natural and atmospheric phenomena, legislative and administrative decisions, as well as pandemic situations, as well as the inability to procure materials or items necessary for the performance of the Contract. In the event of force majeure, the Seller may, at its sole option, delay performance or cancel part or all of the order without any liability for the Seller and without prejudice to the Buyer’s obligation to pay for any goods actually delivered.
COMPLIANCE, CODE OF ETHICS AND SALES RESTRICTIONS.
1. The Buyer undertakes to comply with the regulations of the legal system applicable from each moment, in particular the national and international rules and regulations relating to the protection of human rights established in the United Nations Global Compact, the abolition of forced and child labour, the elimination of discrimination, anti-corruption, competition, labour, occupational health and safety and environmental responsibility regulations. It also declares that it is aware of and complies with the Regulatory Compliance Programme, CSR and Code of Ethics of the TELCOR Group of which the Seller is a member. The breach of any of the above obligations by the Buyer will entitle the Seller to terminate the contract, without prior notice and to claim any damages caused.
2. Neither the Buyer nor its customers shall sell, offer for sale, transfer or make offers for the sale of the goods to any country subject to any export restrictions and/or embargo of any kind which may affect the goods which are the subject of the sale. In particular, under no circumstances may the goods sold and/or exported, nor any of their parts, pieces or components, be re-exported, directly or indirectly, to States in respect of which the EU has adopted measures of embargo or prohibition of sale or export in respect of products of the same nature.
INTELLECTUAL PROPERTY.
1. The intellectual and/or industrial property of the offer and the information attached to it, of the goods object of the sale, as well as of the elements, plans, drawings or software belong to the Seller or to its suppliers, and therefore their use by the Buyer for purposes other than the completion of the order is expressly prohibited, as well as their total or partial copying or transfer to third parties.
2. Use of the Seller’s registered trademarks. All distinctive signs included in the goods covered by this Contract and in any referenced document or website are registered and unregistered trademarks owned by the Seller. Unless otherwise agreed in writing, the Buyer is not authorised to use the Seller’s trade marks and accordingly shall not reproduce, display or otherwise use any distinctive sign without the Seller’s prior written permission.
INFORMATION ON PERSONAL DATA PROTECTION.
Party responsible: GALLEGA DE CIRCUITOS ELECTRÓNICOS, S.L.U.
Purpose: to manage registrations, cancellations, orders, discounts, debt collection, compensations and customer objectives based on the maintenance of the contractual relationship.
Legitimation: Execution of the purchase sale contract and maintenance of commercial relations. GALLEGA DE CIRCUITOS ELECTRÓNICOS, S.L.U. shall not make international transfers of your personal data and, in particular, to states that do not have an adequate level of protection in accordance with the decisions of the European Commission.
Recipients: Companies of TELEVES CORPORATION (which may be found in the data protection policy). Data processors inside and outside the EU. Public bodies for compliance with legal obligations.
Rights: Rights to access, rectify, cancel and oppose the processing of your data, as well as other rights attributed to you by applicable national regulations and additional information that you may check in: http://en.televes.com/gacem-privacy. You may exercise the rights you are entitled to as the owner of the personal data being processed by sending a communication to dpo@televescorporation.com, providing the details necessary to process your request.
LAW AND JURISDICTION.
The relations between the parties arising from this contract are governed by Spanish Law. The Buyer and the Seller expressly and formally submit themselves, for any question arising from the fulfilment and execution of the contractual relationship to the Courts and Tribunals of the city of Santiago de Compostela (Spain), with express waiver of their own territorial jurisdiction, except for those jurisdictions which, according to the law applicable to the contract, cannot be waived, all this without prejudice to the right of the Seller to bring any legal proceedings in any other competent jurisdiction.
LANGUAGE.
These general conditions of sale have been drawn up in Spanish and English. In the event of any discrepancy between the two versions, the Spanish version shall prevail.