Legal Texts & Documentation
1. Purpose and scope of application
1.1 These General Conditions of Sale (hereinafter the “GCS”) will govern the contractual relations between Managing Composites, SL (hereinafter, Managing Composites”) and its clients (hereinafter, the “Customer”), derived from the sales of products (hereinafter, the “Product” or “Products”) that Managing Composites makes to the Client for the orders that the latter places and that Managing Composites accepts.
1.2 The Customer accepts the GCS without reservation when placing an order for Products with Managing Composites, having prior knowledge of their content by having provided Managing Composites in the offer.
1.3 The GCS exclude the application of any general purchasing conditions of the Client.
1.4 Orders for the sale of Products will be governed, therefore, by the GCS; which will be completed, where appropriate, by the particular conditions that Managing Composites and the client may agree on. Said particular conditions will prevail over the GCS when Managing Composites has expressly accepted them in writing.
2. Formulation of orders
2.1 The Client will send to Managing Composites the orders for the Products in writing (email), specifying the type of Products, quantity (in the case of “closed” orders) and requested delivery date; as well as the Managing Composites reference, if applicable. Invoices issued by Managing Composites will be valid in digital format “.pdf” sent by email, unless expressly stipulated in the contract.
2.2 The order must be accepted by Managing Composites so that the agreement for the sale of the Products is understood to be complete and binding. Once an order has been accepted by Managing Composites, the Client may not make total or partial cancellations thereof unless they reach an agreement with Managing Composites on the conditions for the total or partial cancellation thereof.
2.3 In case of sudden cancellation of the order in progress, the Client must pay all costs incurred in the provision of material, material in progress, engineering hours invested and any other costs that have taken place.
2.4 The order will be considered “closed” when the Client specifies the specific quantity of Products/Services that Managing Composites will have to deliver to fulfill the order, as well as the requested date for delivery. The order will be “open” when the Client indicates to Managing Composites a minimum figure or global forecast of consumption of Products/Services during a determined period of time, having the amounts that are eventually indicated (by way of “delivery plan”) only an estimated value.
In the case of an “open” order, the successive delivery dates and the quantities to be supplied at each moment will be specified successively, through “notes” issued by the Client and accepted by Managing Composites.
2.5 Managing Composites has no obligation to accept any order and, therefore, reserves the right to reject it, without any liability being derived from it.
3.1 Managing Composites will not be responsible for the non-compliance or delay in the fulfillment of its obligations towards the Client, if it were motivated by any unforeseen circumstances beyond the responsibility and/or direct capacity attributable to Managing Composites that affect both Managing Composites and its suppliers or carriers, including cases of strike, other labor or industrial contingencies, lack or impossibility of obtaining raw materials, etc.
3.2 In any case, Managing Composites will try to meet and supply the orders for Products/Services within the terms agreed with the Client, provided that its resources and production capacities allow it. In the same way, Managing Composites may make partial deliveries of the order, with each partial delivery accruing the corresponding payment obligation by the Customer.
3.3 Managing Composites will deliver the Products/Services according to the Incoterms® 2018 rules in force and agreed with the Client in the purchase-sale contract. Usually, EXW factory.
3.4 The ownership of the Products and Service Deliverables will be agreed with the Client in the purchase-sale contract.
3.5 The risk, the responsibility of transport and insurance, as well as the point of delivery, is regulated by the Incoterms® 2018 agreed in the purchase-sale contract.
4.Conformity and complaints
4.1 The Customer’s agreement, regarding the quantity of Products delivered with respect to an order in question, will be made by signing the corresponding delivery note at the time of delivery. If the Client does not make his claim about a possible quantity defect at the time of receiving the Products and Service Deliverables (3 business days from receipt of merchandise), Managing Composites will not assume any responsibility.
4.2 The Customer must examine the Products and Service Deliverables, as soon as possible after receipt, to verify their conformity with the type of Product ordered, and the absence of apparent or hidden defects in them. In any case, upon receipt of the Products, the Client will have a period of 3 business days to claim against Managing Composites for a possible difference in the type of Products and Service Deliverables delivered with those requested or for the existence of a defect. apparent in them. If the Client detects a possible internal or non-apparent defect in the Products by executing quality controls outside the verification methods agreed in the purchase-sale agreement, Managing Composites will not be responsible for said detected defect.
4.3 Managing Composites will not accept claims received after the expiry of the aforementioned periods. If the Customer’s claim is justified and received on time, Managing Composites will have the sole and exclusive obligation to replace the defective Products with others that replace them, and will not be responsible for any damage or harm that may arise for the Customer from the delay or lack of of delivery of compliant Products, in particular loss of profit, loss of production or profit, in accordance with the provisions of Condition 6 below.
4.4 The eventual replacement of the Products will not lead to the return of the non-conforming Products, unless Managing Composites so authorizes or expressly requests it.
4.5 In the event of a delay in the receipt of the Products by the Client, Managing Composites may store the Products at the Client’s expense, expense and risk, in Managing Composites’ own premises or in those of a third party.
5.Price and payment terms
5.1 The sale prices of the Products will be those that are set in the offers and rates of Managing Composites, communicated to the Client; or in the particular conditions agreed between Managing Composites and the Client. The corresponding taxes must be added to these prices.
5.2 The prices shall include everything that Managing Composites must contribute or carry out (packaging, shipping, tariffs, taxes, transport costs in force on the day of delivery, etc.) to deliver the Products in accordance with the Condition Overall 3.
5.3 Managing Composites may modify the sale prices of the Products at any time. The increase in the sale price will not affect those orders for Products in progress, which have been previously accepted by Managing Composites. In the event that the Client places an order for Products with an erroneous price, Managing Composites will communicate the correct price and, where appropriate, its acceptance to process the order, provided that the Client expressly confirms it (with the correct price) in the next two days.
5.4 The Client will pay the price corresponding to each order of the Products, by bank transfer, check, irrevocable letter of credit, as agreed with Managing Composites, within 30 days from the date of the invoice that will be issued for this purpose. Managing Composites, which will coincide, in principle, with the date of issue of the Products.
5.5 In the event of total or partial non-payment of the price of any Product order, on the expiration date, in application of Law 3/2004 of December 29, Article 5, the amount due and not paid will accrue the corresponding late-payment interest. without the need for notice of expiration or any intimation by Managing Composites, in addition to being the Client’s responsibility for the return expenses that Managing Composites may incur. Furthermore, Managing Composites shall be empowered to suspend or cancel pending deliveries of Products to the Customer, while the order whose payment is due and payable is not paid, or to require advance payment for any new order. Invoices that are not paid on the due date will accrue monthly interest of 1% cumulative on their amount until the settlement date when said non-payment is attributable to the client. If the invoice in question is less than €10,000, the interest applied will be 5% cumulative per month.
5.6 Managing Composites reserves the right to set a credit limit for each client and to subordinate deliveries based on this limit and/or upon presentation of a sufficient payment guarantee. In case of delay or incident in payment, Managing Composites may proceed with the recovery of the merchandise pending payment and/or the initiation of legal actions that assist it. Managing Composites reserves the right to claim pre-trial costs, especially the costs of summons and attorneys’ costs.
5.7 Managing Composites reserves the right to full ownership of the Products sold until full and effective payment by the Client of the price and invoiced amounts. Consequently, until the full payment of the amounts invoiced is made, the Client will be a mere depositary of the Products, without this implying exemption from the liability regime derived from the delivery and transfer of possession.
If the Products that Managing Composites continues to own are processed, combined or mixed with other products, Managing Composites will acquire co-ownership of the new product (the “New Product”) in the percentage that results from dividing the final invoiced price of the Products (VAT included) between the total value of the New Product (that is, the price of the other products at the time of the process, combination or mixture plus the aforementioned final invoiced price of the Products (VAT included). The New Product must be subject to the same terms that are regulated in this condition. The Client may dispose of the New Product (with the exception of its pledge or assignment) as long as it complies with its obligations towards Managing Composites in a timely manner, and must assign to Managing Composites, at the request of the latter, as a guarantee and in the amount of the portion of property that corresponds to it, the credit rights resulting from the resale of the New Product.
5.8 In the event of an unforeseen stoppage of the project, the Client will be obliged to pay the expenses incurred up to the moment of communication, either in terms of engineering hours, such as moulds/tools, collection of raw materials, such as parts produced before being able to incur said production line stoppage.
5.9 The prices quoted will consider the information provided by the Client up to the date of the quote. In case of modifications or extensions, Managing Composites must make a new ad hoc quote.
5.10 The prices quoted will consider all the references and quantities indicated by the Client up to the date of the quote. In the event that the Client issues partial orders or fewer references, Managing Composites must make a new ad hoc quote.
5.11 The quoted prices are indexed to the price of energy, raw material and counter currency of the quote date. In the event of a general variation in the market of any of these factors, the quote must be updated on the order date.
5.12. Fuel, lubricants, spare parts and other consumables not included in the Service Contract that are supplied at the customer’s request will be invoiced at market price plus 20% to cover financial and administrative expenses.
5.13. Transportation and lodging expenses incurred by Managing Composites to fulfill the client’s request will be invoiced at market price plus 20% to cover financial and administrative expenses. Trips made using company vehicles will be billed according to the applicable rate per kilometer, which will be duly informed to the client, if requested.
6.1 The Customer is solely responsible for the choice of the Product object of the sale, as well as the use or function for which it is intended. Consequently, Managing Composites is not responsible for nor does it guarantee that the Product is suitable for the technical applications intended by the Customer, nor to achieve, in whole or in part, the objectives set by the latter when purchasing the Products. In this sense, the Client will not have the right to return the Products and claim the price paid.
Except that the consulting and engineering service is the object of the contract agreed between the parties, any technical advice additionally provided ” out of scope ” by Managing Composites verbally, in writing or by conducting tests, before and/or during the use of the Product will be provided in good faith. The advice of Managing Composites does not release the Customer from its obligation to test the supplied Product to determine its suitability for the processes and uses for which it is intended.
6.2 All liability of Managing Composites for damages caused by defects in the Products is excluded, except when it is expressly obliged to do so by virtue of applicable mandatory law. Likewise, Managing Composites will not be responsible for incidental, indirect or consequential losses or damages, loss of profits, loss of production or benefits, risks of development of the Products.
6.3 In any case, if Managing Composites is forced to assume any responsibility for damages suffered by the Client, it will 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 on Managing Composites a quantitative limit. Likewise, the Client may not claim against Managing Composites for any damage one year after the risk of the Products has been transferred to the Client in accordance with the provisions of Condition 3.5 above, unless current legislation establishes a higher term.
6.4 The Client will be solely responsible, exonerating Managing Composites from what is appropriate, for the damages that may be derived from their own employees or third parties from improper use, storage, conservation, manipulation or transformation of the Products; in particular, without limitation, when you have not observed the indications, warnings or instructions that Managing Composites may have provided you in this regard.
6.5 Managing Composites will not be liable in any case to third parties for reasons beyond its control, including non-compliance by the Client with the regulations applicable to chemical products and substances. The Client will hold Managing Composites harmless from all liability for any claims, damages and/or losses arising, directly or indirectly, from the breach of the obligations assumed by the former by virtue of their contractual relationship.
6.6 In case of carrying out “Test Activities, Destructive or Non-Destructive” – this includes strictly destructive tests and those non-destructive testing activities in which any component or test sample is subjected to extreme situations such as load or temperature limits – Managing Composites will not be responsible for compensation for damages due to tests in which the samples or test components do not meet expectations, despite the fact that the test has been carried out following the regulations or mandatory procedures, or those agreed. with the Client for each trial. In these cases, the Customer expressly waives any right to claim compensation for the damaged or destroyed property during the tests.
7.1 The value of this concept includes the costs of development and investment in the project necessary for the industrialization of the corresponding process, with the tools being the property of Managing Composites until full payment by the Client.
8.1 Managing Composites will not be responsible for the non-compliance or delay in the fulfillment of its obligations towards the Client, if it were motivated by any unforeseen circumstances or force majeure that affect both Managing Composites and its suppliers or carriers, including the cases of strike, other labor or industrial contingencies, lack or impossibility of obtaining raw materials, etc. If the cause of force majeure lasts for more than 2 months, Managing Composites or the Client may cancel and void the orders for Products in progress, without this accruing indemnity or compensation in favor of the Client.
9. Applicable Law and Competent Jurisdiction
9.1 The contractual relations between Managing Composites and the Client, object of these GCS, will be governed solely by Spanish Law, excluding the Vienna Convention on the International Sale of Goods of 1980.
9.2 For the resolution of all litigious issues derived from the contractual relationships object of the GCS, Managing Composites and the Client submit, expressly waiving any other jurisdiction that may correspond to them, to the exclusive jurisdiction of the Courts of the city of Madrid. However, in the event of non-compliance by the Client with any payment obligations derived from these GCS, Managing Composites may alternatively choose to exercise the corresponding legal actions before the Courts of the place where the Client’s domicile is located.
10.1 Managing Composites reserves the right to share content related to the material and results on its social networks unless the Client actively declines this option. This content will not reveal constructive secrets collected in point 10.2 in any case.
10.2 In compliance with the provisions of the General Data Protection Regulation (RGPD) (EU) 2016/679 and Organic Law 3/2018, of December 5, Protection of Personal Data and Guarantee of Digital Rights, Managing Composites informs that the data provided by the Client, as well as those generated during the collaboration relationship, will be processed in order to provide the requested service, carry out the administrative management derived from the contractual relationship, as well as to sending commercial communications about the services offered by Managing Composites.
The legitimacy of the treatment will be based on the existing contractual relationship, consent, or by legitimate interest (direct marketing) or legal obligation, in some cases.
10.3 Managing Composites will keep the data provided while the contractual relationship is maintained or for the time necessary to comply with legal obligations, usually 5 years.
10.4 Managing Composites will not transfer the Client’s data to third parties, unless it is necessary for the provision of services or there is a legal obligation.
10.5 Managing Composites will not make automated decisions with significant legal effects, unless it has previously obtained the Client’s consent.
10.6 The Client has the possibility of exercising the following rights over their personal data: right of access, rectification, deletion or oblivion, limitation, opposition, portability and withdraw the consent given. To do this, you must send an email to: firstname.lastname@example.org, attaching a copy of your ID. You can also contact the competent Data Protection Control Authority (AEPD, in Spain) to obtain additional information or file a claim.
10.7 The client undertakes to maintain the most absolute and total confidentiality and secrecy with respect to all kinds of information related to Managing Composites of which they become aware as a result of the implementation of the Service Contract. In particular, the Client will maintain the confidentiality of all information, documentation or data related to know-how, market and/or management techniques. In addition, the client undertakes to use said information only for the implementation of the Service Agreement, and, more specifically, will not use it for his own benefit or in the management of his business.
11. Property rights over the results of the contractual activity
11.1 Unless otherwise provided in the Services Agreement, all Intellectual Property Rights arising from the performance of services embedded in the products delivered to the customer under the Services Agreement shall be the property of the Customer. All pre-existing intellectual property rights (whether integrated into a product or not) of which Managing Composites is the owner, whether prior to or not resulting from the provision of the services contracted through a Service Contract, will remain the exclusive property of Managing Composites. In the event that the use of the delivery results is dependent on the pre-existing Intellectual Property Rights of Managing Composites, Customer is granted a non-exclusive, perpetual, worldwide license to use the pre-existing Intellectual Property Rights of Managing Composites.
11.2 The results derived from the provision of benchmarking services that have been obtained following specific procedures or methodologies that include Client property rights or are based on pieces that are not available to the general public, will be the property of the Client.