GENERAL TERMS AND CONDITIONS OF SALE
1. Conclusion of Contract 1.1. The following terms and conditions for delivery and payment shall apply exclusively to all deliveries and services performed by ANDHER, Comercial Eliseo Andújar, SL. They shall form an integral part of all offers and contracts for deliveries and services, and for all future contracts in the case of permanent business relationships; they shall apply to legal entities under public law or special funds under public law. Terms and conditions of the buyer shall not be accepted unless expressly stated in writing. 1.2. Our offers are subject to change. 1.3. Unless expressly defined as binding, the illustrations, drawings, weights, measurements, and operating specifications that are part of our offer are only approximate values. ANDHER reserves the property rights to all cost estimates, designs, and other documents. These documents must not be made available to third parties. 1.4. The contract shall only be deemed concluded if ANDHER has confirmed acceptance of the order in writing. 1.5. All agreements must be in writing. This also applies to supplementary agreements, warranties, and amendments to the contract. 1.6. The Buyer may transfer his rights and obligations arising from the sales contract only if ANDHER has given his written consent. 2. Prices and Payment 2.1. The prices of the purchased items (purchase prices) are in EUROS, without discounts or other price reductions, plus VAT. Additional charges apply for agreed extra services (such as packaging, transport, commissioning). Transport insurance is only arranged at the Buyer's express request, and the costs are at his expense. 2.2. The purchase price and any additional prices for supplementary services must be due and paid upon shipment of the purchased item or upon issuance of the invoice. 2.3. Bills of exchange and letters of credit are only accepted with special agreement and only against performance. 2.4. The Buyer may only assert its rights of offset against the Seller if the counterclaims are undisputed or have acquired the force of law. Withholding payments owed by the Buyer is permitted only for claims arising from the purchase contract. 2.5. In the event of late payment, ANDHER shall be entitled to withdraw from the purchase contract by written notice and claim damages for breach of contract. 3. Delivery and Delayed Delivery 3.1. Delivery is ex-works Alcázar de San Juan, customs clearance unpaid and uninsured. 3.2. Delivery dates and delivery periods must be established in writing. If subsequent amendments to the contract are agreed upon, a new delivery date or delivery period must be agreed upon at the same time, if applicable. Delivery dates or delivery periods are estimated to be observed if the item has left the factory or if the Buyer has been notified of readiness for shipment before its expiration. 3.3. If, in any case beyond ANDHER's control, a delay or prevention of delivery, in whole or in part, occurs, including force majeure and any other extraordinary circumstances beyond the Seller's control, the agreed delivery period may be extended by the duration of the impediment to performance. The same applies to legally binding deadlines or deadlines set by the Buyer, especially in the case of additional extensions for delayed deliveries. Force majeure is considered to include war and military events, mobilization, import and export embargoes, and blockades. Other extraordinary circumstances include, in particular, transport obstacles, operational breakdowns, delays in the supply of raw materials, strikes, lockouts, and any other labor action, even if they occur at the Seller's suppliers. The Buyer shall not be entitled to withdraw from the contract and shall not be entitled to claim damages before the expiration of the extended delivery time or deadline. 3.4 Unless expressly agreed in writing, ANDHER shall be entitled to make partial deliveries to a reasonable extent. Partial deliveries will be invoiced separately. 3.5. ANDHER reserves the right to modify the construction and shape of the item during the delivery period, provided that the modifications are reasonable and do not constitute substantial changes. 4. Acceptance 4.1. Risk passes to the Buyer at the time the purchased item or parts are handed over to the carrier, but not later than upon departure from the factory, which is also the case with partial deliveries. This also applies if ANDHER has taken other action, such as shipping, delivery, and/or installation, at the Buyer's request. 4.2. In the event that delivery is delayed for reasons within the Buyer's responsibility, risk passes to the Buyer from the day notification is given that the products are ready for delivery. ANDHER, however, must subscribe, at the Buyer's expense, all insurance requested by the Buyer. 4.3. In the event of a delay in acceptance of the item caused by gross negligence or wilful misconduct, exceeding 14 days from receipt of written notification of the availability of delivery, ANDHER may grant the Buyer a further 14-day extension in writing, stating that acceptance will be rejected after the extension expires. If the extension expires if it is not used, the Seller is entitled to withdraw from the contract by written notice or to claim damages for breach of contract. ANDHER shall not be obliged to grant an extension if the Buyer definitively refuses to accept the item, or if it is obvious that the Buyer will be unable to pay the purchase price, if an extension period was granted. 4.4. In the event that ANDHER claims damages due to breach of contract, these shall be at a rate of 15% of the purchase price. A higher or lower compensation rate will be determined if the Seller can demonstrate greater or lesser damages. 4.5. ANDHER will not, under any circumstances, accept returns or exchanges after 15 calendar days from the Buyer's receipt of the goods. 5. Retention of Title 5.1. Ownership of the item will not pass to the Buyer until it has been paid in full. The retention of title also applies to ANDHER's claims against the Buyer arising at a later time, for example, from repair work or the delivery of spare parts or other payables. Therefore, in the event of non-performance, delay, or default in the agreed payment, the Buyer agrees with ANDHER to inform, permit, and access the address or premises where the items or services contained in this document are located, on the date requested by the company's personnel, in order to proceed with their removal. In the case of repairs, to remove the entire item being repaired. 5.2. As long as the retention of title exists, the sale, pledge, transfer of ownership as security, rental, or any other assignment of the purchased item and its processed variations that makes it difficult to obtain the sold credits shall only be authorized with the prior written consent of the Seller. 5.3. In the event of third-party possession, especially in the event of seizure of the purchased item, the Buyer must immediately inform ANDHER, especially in writing, and must promptly inform the third party of ANDHER's retention of title. The Buyer shall bear all costs incurred in terminating such possession and in the efforts to regain possession of the purchased item, to the extent that such costs cannot be recovered from third parties. 5.4. If the Buyer resells the delivered item with ANDHER's authorization in the normal course of business, all claims arising from the resale must be assigned to ANDHER. Before granting its authorization, ANDHER must be informed by the Buyer whether and to what extent the prohibition of assignment of claims is agreed upon with respect to the purchase price payable between it (Buyer) and its customers. This can be done, for example, by presenting the terms and conditions of the contract and all corresponding documents. 5.5. The Buyer is obliged to keep the reserved goods in safekeeping, handle them with care, maintain them at its own expense, and insure them against risks of loss, damage, and destruction at its own expense to the extent required by a reasonable merchant. The Buyer assigns to us in advance the claims arising from the insurance contracts and agrees that the benefits will be paid to the Seller. For the purpose of claiming insurance benefits, the Buyer must deliver the insurance policy to the Seller upon request. 6. Inspection of the goods / purchased item 6.1. Immediately after delivery, the Buyer must inspect the delivered items for conformity to the contract, particularly with regard to number, dimensions, shape, appearance and workmanship, completeness, and damage caused by transportation, as well as any other defects. Defects and irregularities must be notified to the Seller in writing without delay. The notification must specify the name of the goods, the type of irregularities or defects, the date of delivery, and the delivery receipt number. 6.2. Hidden defects must be notified in writing no later than one week after the discovery of such defects. The burden of proof of a hidden defect must rest with the Buyer. 6.3. The Buyer is initially obligated to receive the goods and keep them in safekeeping, regardless of any possible irregularities or defects. In addition, the Buyer must give the Seller the opportunity to inspect the rejected goods. 6.4. In the event of the Buyer's failure to fulfill its obligation to inspect and notify of defects in accordance with clauses 1-3, the goods shall be deemed accepted. 6.5. The Buyer must not put any rejected goods into operation. If the Buyer fails to comply with this obligation, ANDHER shall not be liable for any resulting damages. Furthermore, the Buyer is obligated to assume all additional costs for the repair of defects caused by the operation, or to pay ANDHER for the costs incurred. 7. Warranty 7.1. ANDHER guarantees that the purchased item will be free from defects for a period of one year, corresponding to the specific technical condition of the type of purchased item. The warranty applies to one work shift. Irregularities and defects within the limits defined by the Technical Standards are not considered defects. The same applies to common, technically unavoidable irregularities, as long as the item's usefulness for the purposes specified in the contract is only substantially reduced. The warranty does not apply to wear parts. 7.2. If the purchased goods are defective and deemed unacceptable, the Buyer is entitled to claim rectification of the deficiencies and repair of any part of the item that may be damaged as a result of the rectification. 7.3. The following procedure shall apply: a) The Buyer must assert their claims with ANDHER. The Buyer shall notify ANDHER of the defects in writing without delay or record the defects for delivery to ANDHER. b) ANDHER shall deliver replacement parts Ex Works Alcázar de San Juan for any defects in the parts covered by the warranty. The Buyer shall be responsible for their transport and installation. The replaced parts shall become the property of the Seller. c) The warranty for the replaced parts expires with the end of the warranty period for the item granted under the purchase contract. 7.4. In the event that the defect cannot be repaired, or if attempts at additional repair are unacceptable to the Buyer, the Buyer is entitled to declare rescission of the contract or to claim a discount (reduction of the purchase price) instead of attempting further rectification. In the event that the Buyer declares a reduction (discount) of the purchase price, cancellation of the contract for the same defect is excluded. The Buyer is not entitled to claim replacement. 7.5. Warranty claims and liability for damages and bodily injury are excluded if the damage is casually related to one or more of the following reasons: a) The purchased item was misused or subject to excessive operating demands; b) The Buyer failed to follow the requirements set by ANDHER (e.g., handling) regarding storage, transport, assembly, commissioning, care, operation, cleaning, or maintenance of the item; c) Faulty repair; d) The purchased item was modified without authorization; e) Operating data (e.g., driving characteristics, output, engine speed) have been modified without authorization; f) Parts installed and their use have not been authorized in writing by the Seller; g) The purchased item has been operated in installations with defective safeguards, or in installations that are safe and secure but have been improperly installed or rendered inoperable; h) Inadequate control of the machine's wear parts; i) Catastrophes, effects of foreign elements, force majeure. 7.6. Claims for additional damages are excluded, except in the case of intent or gross negligence. This will not affect the right to claim compensation for non-performance in the event that the guaranteed characteristics do not meet those intended. 7.7. Stipulated claims for damages are subject to limitation according to clause 1. In the event that a defect is reported within the warranty period, but not yet repaired, then the warranty will be extended until the defect is rectified; For this period, the limitation period for this defect will be inhibited. 8. Liability 8.1. Claims for damages due to impossibility of performance, non-performance, positive breach of contract, culpa en contrahendo, which are not caused intentionally by ANDHER or gross negligence, are excluded. The limitation of liability also applies to ANDHER's staff members, employees, co-workers, factors, agents, and assignees. 9. Data Processing 9.1. The Buyer agrees that ANDHER will have the right to process the data received from the Buyer for the purposes of operating its own business, i.e., in particular, to store or transfer the data, within the context of its business relationship, to a credit protection agency, in accordance with the provisions of Regulation (EU) 2016/679 of April 27, 2016 (GDPR). This is provided that the data processing is related to the subject matter of the contract or the obligation to protect ANDHER's legitimate interests, and there is no reason to assume that the Buyer's legitimate interest is excluded from the processing, in particular, the transfer of the data. 10. Other 10.1. Spanish law shall apply. The application of the provisions of the CISG is expressly excluded. 10.2. The place of performance for delivery and payment shall be our premises in Alcázar de San Juan. ANDHER shall, however, have the right to bring proceedings against the Buyer also at its registered office. 10.3. If one or more provisions of these Terms and Conditions are legally invalid or unenforceable, the validity of the remaining provisions of this agreement shall not be affected. Version: September 1, 2018
