1.- Generalities

All the sales and deliveries made by DIBAL, S.A., will observe these General Conditions. Any modification, alteration or agreement that differ from the Commercial Proposal from DIBAL, S.A. or from the herein stipulated, will not be valid unless express written agreement signed by DIBAL, S.A., in that case particular agreements will prevail.

 

2.- Orders

All the orders must be placed in written form, indicating the reference, quantity and description of the product, as well as any specification that might be required. DIBAL, S.A. will not be responsible for any mistakes in the shipment or manufacturing derived from incorrect orders.

 

3.- Prices and invoicing

The prices indicated in the price list or the offered prices are valid unless printing errors; taxes are not included and they are Ex-Works Prices. In the event of default in payment of one or more orders when due, total or partially, DIBAL, S.A. reserves the right to refuse delivery of any pending order or agreement, not being responsible for any damages or losses, including any loss of profits, caused to the Customer, that may arise from the delay or loss in the production. The above mentioned right of DIBAL, S.A. will never prevent the Customer from complying with its duties of payment and reception of goods.

As a general rule, the goods will be invoiced by DIBAL, S.A. to the Buyer at the moment of the shipment, except when other has been previously arranged.

 

4.- Shipment, delivery of the goods, repairing and return

All the transport costs will be paid by the buyer who will have to use means of transports that include the insurance that covers any incidence that may happen during the transportation.

The obligations of DIBAL, S.A. will be voided ipso jure and without indemnity in the event an act beyond reasonable control ("force majeure") hinders normal performance: Government acts, strike, lock-out, fire, earthquake, natural disasters, equipment damage, riot, war, impossibility to obtain raw materials, resources or equipment, lack of operation of the premises, etc.

Unless all the exposed in these General Conditions, DIBAL, S.A., will not be responsible for any damages that may arise from the delay or loss in the production, that may be caused to the Customer as a consequence of the delay.

On the other hand, the customer must check the content of all packages at the reception of the goods. If it is not correct, the customer must notify the corresponding claim to DIBAL, S.A., in a 3 day-period, at most. Out of that period DIBAL, S.A., will not be responsible for any mistakes.

DIBAL, S.A. will exclusively accept the return of the goods with the previous written authorization of DIBAL, S.A. The goods should be returned properly packaged and the transport costs should be pre-paid, and the customer will assume any damage caused during this process. DIBAL, S.A. reserves the right to discount from the credit note the corresponding repairing cost.

 

5.- Guarantee

The end products supplied by DIBAL, S.A. are guaranteed for 1 year from delivery date, during which DIBAL, S.A. will replace any defective part, free of charge. Spare parts are guaranteed for 6 months. The guarantee is expressly excluded in the following cases:

• Damages generated by wrong use or tampering,
• the use of parts that are not original or that have not been approved by the manufacturer,
• the manipulation of the identification labels of the equipment or its parts in a way that prevents their correct identification,
• the damages generated by the intervention in the equipment or in the spare part by personnel not authorized by DIBAL, S.A.

Consumables such as thermalheads are excluded from the general guarantee, but their inappropriate use (non original products o not approved by the manufacturer, or manipulation of their identity labels) will be cause for loosing the general guarantee of the equipment.

In case of unjustified claims, DIBAL, S.A. shall be entitled to charge the Customer the costs arised from them.

Guarantied repairs will be effective only when the Customer is up to date with payments.

 

6.- Clause of reservation of ownership

The products will become customer´s ownership upon payment of the total contractual price.

The exercise of this reservation of ownership will not imply neither the no observation of the contract or the indemnity for damages.

In case of seize or any other kind of intervention of a third party upon the goods when the payment has not been fully settled, the Customer will have to provide express proof of the existence of the present reservation of ownership and immediately inform DIBAL, S.A. in written form.

 

7.- Responsibility

DIBAL, S.A. is excluded of all liability for damages caused by defects in the products, except when it is expressly obliged under the applicable mandatory law. Likewise, DIBAL, S.A. shall not be liable for any incidental loss or damages, indirect or consequential loss of profit, loss of production or profits, development risks of the products.

In any event, if DIBAL, S.A. is obliged to take any responsibility for damages suffered by the Customer, this liability shall be limited to an amount equivalent to the amount corresponding to the order of the product causing the damage, unless an applicable mandatory law imposes DIBAL, S.A. to a greater quantitative limit. Likewise, the Customer may not claim any damages from DIBAL, S.A. once one (1) year has passed from when the risk of the products has been transferred to the Customer under the provisions of this contract, unless prevailing legislation sets a greater time limit.

The Customer shall be solely responsible, exempting DIBAL, S.A., for damages arising against its own employees or others for improper use, storage, keeping, handling or processing of the products; in particular, with no limitation, when the indications, warnings or instructions have not been observed that DIBAL, S.A. was able to provide regarding it.

DIBAL, S.A. shall not be liable in any way to third parties for causes external to it, including the breach by the Customer of the rules applicable to the products.

The Customer will hold DIBAL, S.A. harmless from and against any claims, damages and/or losses arising directly or indirectly from the breach of the obligations assumed by the former under its contractual relationship.

 

8.- Use of products

The purchaser undertakes to refrain from using products and components acquired directly or through intermediaries for any purpose related to the development, production, use or storage of mass destruction weapons or for any other criminal purpose.

 

9.- Environment

In Spain. Dibal, S.A. informs all parties concerned that, in compliance with point 1 of the first additional provision of Law 11/1997, the responsibility of the proper environmental management for packaging waste or packaging used in products delivered by Dibal, S.A. will be that of the final owner of the packaging waste or packaging (Article 18.1 Royal Decree 782/1998).

 

10.- Jurisdiction

This agreement shall be construed in accordance with the Law of Spain.

Any dispute between the parties hereto in relation to this agreement shall be settled by the Court of Bilbao in Spain.

 

Ref.: 134505EN