Article 1.- Definitions
– “GC”: General Conditions of Sale and Supply
– “Seller” or “STAC”: SISTEMAS TÉCNICOS DEL ACCESORIO Y COMPONENTES, S.L.
– “Product(s)”: STAC product(s) (fittings and accessories, polyamide profiles, watertight seals) object of sale and supply described in the Specific Conditions.
– “Customer”: A natural or legal person requesting a quote or placing any order for STAC Product(s).
– “Purchase Order”: Request for purchase of STAC Product(s) made by the Customer.
– “Order”: Confirmation by STAC of the purchase order or quote request made by the Customer.
– “Specific Conditions” (“SC”): The specific conditions, technical specifications and commercial terms set out in the “Order” issued by STAC and, where appropriate, in the contract entered into between the Seller and the Customer.
Article 2.- Subject and Scope of Applicability
2.1. These GC shall apply to any sale or supply by STAC.
2.2. By placing any order or request for a quote with STAC, the Customer fully and without reservation accepts these GC and waives the Customer’s conditions of purchase.
2.3. The GC together with the SC that, if any, are signed, regulate the sale and supply of the Product(s) to the Customer and constitute the total and sole agreement between the parties; and exclude, cancel and/or expressly replace all prior oral or written conversations, negotiations and agreements between the parties.
2.4. In case of contradiction or ambiguity between GC and SC, the latter shall prevail. Any amendment, deletion or correction to the content of any of these conditions shall be understood as excluded and shall not be taken into account.
2.5. The GC are considered independent, so if any of them is rendered invalid by express agreement signed between the parties, or is declared invalid, null or unenforceable for any reason, the rest of the conditions will remain valid.
Article 3.- Formalisation of the sale and supply
3.1. In order for the sale or supply contract, or any modifications and agreements to be binding, the Customer is required to place a Purchase Order in writing and to be confirmed by STAC in writing through a Order.
3.2. The Order shall include the SC that shall govern the sale and supply of the Product(s)(Customer Purchase Order No., STAC Order No., quantity, price, payment method, delivery address, etc.).
Article 4.- Quantity and quality of the product
4.1. The Product numbers and quantities will be specified in the Order and in the corresponding invoice.
4.2. The quality of the Product(s) will be in compliance with STAC’s quality specifications.
4.3. Furthermore, the Customer must carry out the quality controls of its own product(s) prior to them being placed on the market and / or sale to third parties.
Article 5.- Packaging and labelling
5.1. The Seller will deliver the Product(s) to the Customer properly packaged and labelled. The packaging will vary depending on the nature and type of the goods, in order to avoid physical handling of the Product(s) and ensure their correct condition during transport. The labels will display at least the following information: Name and/or Part Number of the Product(s), quantity, weight and delivery address.
5.2. Any incident relating to the packaging and/or labelling of the goods subject to sale must be expressly notified by the Customer to STAC at the time of receiving the Product(s), and must be recorded on the corresponding delivery note.
Article 6. Price
6.1. The prices of the Product(s) will be specified in the SC and, unless otherwise agreed, will be fixed in euros (€), under FCA Factory conditions and will include the costs of standard packaging. The price shall be paid by the Customer in that same currency.
6.2. The prices of the Product(s) do not include transport costs, customs or import duties, insurance, VAT, or any type of indirect tax, unless otherwise provided in the SC. Any tax, fee, levy or other provision payable in accordance with Spanish legislation, with the regulations of the country of destination of the Product(s) or with that of a country of transit, will be paid by the Customer.
6.3. If, between the date of issue of the “Order” and the date of despatch of the Product(s), the cost of the factors applicable to prices (raw materials, labour, etc.) increases, STAC may adapt the prices initially agreed to those in force at the time of delivery, as long as it justifies this to the Customer, in a reasoned and objective manner.
6.4. The transfer of ownership of the Product(s) to be supplied will not take place until full payment of the price has been made.
Article 7.- Invoicing
7.1. The Seller will issue its invoices after the despatch of the Product(s). The invoice issuance date will be the reference date for the payment and other items related to it.
7.2. Invoices issued by the Seller will be sent to the Customer by email, unless the latter informs STAC in writing of another alternative method among those usual in commercial practise.
Article 8.- Payment method and deadline
8.1. The Customer shall pay the Seller by bank transfer or order within THIRTY (30) DAYS from the date of issuance of the invoice, unless expressly agreed otherwise.
8.2 The total or partial non-payment of any invoice due shall entitle STAC to immediately suspend outstanding deliveries, cancel commercial discounts granted, require interest for overdue payment at the legal rate in force at the time of default and the costs arising from collection management. Furthermore, all amounts owed by the Customer to the Seller but not yet due will become immediately due and payable.
8.3. The SC may establish, in certain cases, the Client’s obligation to make advance payments, of part or all of the price, prior to the manufacture and/or despatch of the Product(s), as well as to require any other type of additional guarantee, such as bank guarantees, credit insurance or security deposits.
8.4. STAC is entitled to set off any amount owed by the Customer and not settled by the expected due date, against any sum due to the Customer.
Article 9.- Risk coverage
9.1. The Seller can guarantee the sale of its Product(s) with an insurance company.
9.2. In the event of a reduction in the Customer’s credit coverage for any reason, an excess of the credit limit granted or a breach of the agreed payment terms, STAC reserves the right to modify, revoke and/or cancel the payment terms agreed with the Customer for all orders pending delivery and/or suspend pending deliveries until the Customer rectifies this situation.
Article 10.- Delivery time and Force Majeure
10.1. The delivery date of the Product(s) will be that established in the SC. If, instead of a specific date, a certain period is stipulated, its calculation will start from the date of STAC’s “Order”.
10.2. Delivery times are approximate and not binding for the Seller. Failure to comply will not result in any indemnification obligation or entitle the Customer to withhold amounts due to the Seller or to cancel pending orders.
10.3. The Seller reserves the right to make partial deliveries, unless expressly agreed between the parties to the contrary.
10.4. Neither party shall be liable for partial or total breach of its obligations as a result of an unforeseeable and inevitable circumstance characterised as force majeure. Force majeure shall include, but not be limited to, the following: acts of war and/or terrorism, fires, explosions, floods, earthquakes, war, pandemics, epidemics, etc. The party affected by force majeure shall immediately inform the other party of such situation, immediately notifying them in writing of the cause that gave rise to it, its commencement and its cessation. The parties will agree in each case the extension of the deadlines or the cancellation of the order affected by the force majeure event.
10.5. The same treatment will be given in the event of strikes, serious labour disputes, lockout, machinery or factory stoppage, inability of the Seller to be supplied with raw materials, equipment, diesel or transport, or other circumstances beyond the control of STAC that directly influence their production processes and / or the supply of its Product(s).
10.6. Unless expressly agreed and in writing to the contrary, none of the causes or circumstances set forth in this article shall exempt from the payment obligations agreed in the “Order”.
Article 11.- Claims and limitation of liability
11.1. TheCustomer must inspect the Product(s) upon receipt.
11.2 The Customer may claim from the Seller, within THIRTY (30) calendar days of receipt of the Product(s), any incident, error and/or defect in the quantity and/or quality of the same. The claim must be sent by email (with acknowledgement of receipt), and must prove and justify therein, in detail, the facts and grounds that have given rise to the claim. No claim will be admitted outside the indicated period.
11.3 In the event that the Customer lodges a claim for the Product(s) sold by STAC, it will facilitate the Seller to study and resolve the same, allowing the inspecting of the non-conforming Product(s) to verify their condition and use, either by sending them to STAC facilities or by allowing access, upon notice, to STAC personnel or a third party designated by STAC to the place where they are located.
11.4 The claim does not release the Customer from their obligation to pay the price of the delivered Product(s).
11.5. In no case will the Seller accept a claim when the Product(s) have been manipulated by the Customer or by third parties or when, after the claim, the Product(s) cannot be inspected by STAC for reasons beyond this.
11.6. When the Seller acknowledges the incident, its liability shall be limited solely and exclusively to providing the Customer, as soon as possible, the undelivered Product(s) (in the event of errors in quantity) and/or, at the Seller’s option, repair, free replacement or refund of the net price of the Product(s)(in case of quality defects), without this liability exceeding the net amount invoiced for the Product(s)subject to compensation. In no event shall STAC be liable for loss of profits or any other type of damage, direct, indirect, consequential or punitive, suffered by the Customer, nor shall STAC satisfy any compensation in addition to that provided for in this article.
11.7. The Customer declares to know the characteristics and ordinary use of the Product(s), being solely responsible for verifying that the Product(s) meet their needs and for configuring their orders according to their preferences. STAC is not responsible for the suitability of the Product(s) for the uses or purposes indicated by the Customer or for the use that the Customer makes of them.
Article 12. Modification, cancellation or termination of the order
12.1. Once the order has been confirmed in the terms set out in article 3 of these GC, the Customer may not modify or cancel the order, in whole or in part, unless it has the express authorisation of STAC. In any case, all the costs incurred as a result of the modification or cancellation of the order will be assumed in full by the Customer.
12.2. The Seller shall have the right to terminate the order with immediate effect by written notification to the Customer in situations that make a foreseeable economic risk for the Seller or if there are reasonable indications of insolvency or impairment of the Client’s assets, such as the latter being declared insolvent or filing an application for insolvency, a temporary or permanent moratorium on payments, and the liquidation of their business, the imposition of a right of execution on the Customer’s property, or that their business is transferred in whole or in part to third parties, or any other circumstance arising from the formalisation of the order, even if it has not led to non-payment. In this situation, all amounts owed by the Customer will become due and payable.
Article 13.- Industrial and intellectual property rights and duty of confidentiality
13.1. The sale of the Product(s) does not entail the acquisition, by the Customer, of any industrial and / or intellectual property rights over them, meaning that all models, patents, designs, trademarks, etc. will continue to be the property of STAC. Customer may not register or use, directly or indirectly, the STAC’s trademarks, or create and/or use any other name or trademark, trade or service, incorporating or based, in whole or in part, on those registered by STAC.
13.2. The Customer understands and acknowledges that all documentation and information provided by the Seller is the property of STAC and is subject to a strict duty of confidentiality. Consequently, except with the written consent of STAC, the Customer undertakes not to disclose to third parties the information received from the Seller in relation to the object of the order -as well as to the GC and the SC. Likewise, the Customer is obliged to give this information the same treatment that it gives to the confidential information of its property, extending this obligation to its own employees and third parties with whom it contracts.
13.3 The misuse by the Client of any industrial property, intellectual property or confidentiality right will cause automatic termination of the business relationship, without prejudice to the legal actions that may be due for damages.
14.- Personal data protection
14.1. By placing any order or request for a quote with the Seller, the Customer consents to STAC using the personal data it collects for the purpose of formalising, managing and invoicing the sale of the Product(s).
14.2. On the Seller’s website, the Privacy Policy of STAC is available to the Customer. STAC’s Privacy Policy is available to the Customer at the following web link: https://www.stac.es/en/privacy-policy/
Article 15. Applicable Law and Jurisdiction
15.1. Both the GC and the SC shall be governed and interpreted in accordance with Spanish legislation.
15.2. Any dispute that may arise regarding the interpretation, compliance, termination or resolution of the GC and/or the SC, shall be resolved amicably between the Customer and the Seller. In the event that the parties are unable to reach an agreement, the parties undertake to submit all disputes arising out of the execution or interpretation of GC and/or the SC to the courts of Santiago de Compostela, Spain, with an express waiver of their own jurisdiction, if different.
Article 16. Language:
16.1. These GC are available in various languages on the website: www.stac.es. All texts are the same, although, in case of discrepancy, the Spanish version will prevail.
