GENERAL CONDITIONS OF SALE OF MAC PUAR S.A.
1.- SCOPE OF APPLICATION
1.1. These General Conditions of Sale shall apply to all contractual relations between MAC PUAR SA (hereinafter MP) and Purchasers of its products unless the parties have expressly agreed other written specific conditions. Therefore, for all purposes, any other conditions that have not been expressly accepted by MP shall be null and void, and these General Conditions of Sale shall prevail over the general conditions of the Purchaser.
2.- OFFER / ORDER AND ACCEPTANCE
2.1 Unless stated otherwise in the offer, MP offers will remain valid for a period of 30 calendar days as of the date of issue. Without prejudice to the foregoing, MP may revoke its offers at any time before receiving the Purchaser's acceptance.
2.2 Orders for complete lifts and escalators will be registered through the HelpMATE application which will generate a rating sheet to be sent to the e-mail address email@example.com for registration and processing.
The Purchaser will receive confirmation of the order registration from the e-mail address Customersupport@mpascensores.com. Subsequently, the drawings will be drawn up and, together with the General Conditions of Sale, will be sent to the Purchaser for approval.
The order shall be deemed accepted once the Buyer has sent the duly signed confirmation of drawings and acceptance of these General Conditions of Sale to the address Customersupport@mpascensores.com.
2.3 The components are made available to the Purchaser in the MP SERVICEnter online shop. After the purchase has been completed in accordance with MP SERVICEnter's General Terms and Conditions of Use, the Customer will receive an order confirmation by e-mail.
2.4 Under no circumstances may the Purchaser cancel the order once the drawings have been accepted in the case of ordering lifts and escalators; or once MP has confirmed the order in the case of components. If it is cancelled after this time, it will be considered a breach of contract by the Buyer and will entitle MP to choose between demanding the fulfilment of the Contract or its termination, with compensation for the damages that such breach may have caused and, in any case, MP will invoice the costs supported up to that time, and the Buyer will be obliged to pay them.
2.5 MP reserves the right to cancel the order or demand payment if circumstances arise after the agreement is signed which cause concerns about non-payment.
2.6 MP does not guarantee the exactness of the images, drawings, technical specifications, weights, electrical data presented in MP SERVICEnter.
3.1 The products manufactured by MP have passed quality controls according to our internal procedures, which are at the Purchaser's disposal and meet the requirements of the regulations in force.
3.2 Every lift safety part is accompanied by its CE Declaration of Conformity and installation manual.
3.3 At the time the Purchaser places the order, it knows the features, quality, and technical specifications of MP products.
3.4 MP has the right to modify its products without advance notice. Any modification will be carried out to ensure that the new product and the one replaced are interchangeable.
3.5 Standard packaging is included in the price unless otherwise stated. For special packaging of lifts or escalators, the Purchaser shall contact the relevant sales representative, and write to firstname.lastname@example.org in case of components. Packaging is not returnable.
4. S4L SIM-CARD (m2m Solutions)
4.1 The S4L SIM-Card is available for the Buyer to acquire it on the online shop MP SERVICEnter.
4.2 The S4L SIM-Card is a Product that has been previously modified by MP so it can be only used as a connectivity element within the lifts. Consequently, any different use for the SIM-Card is not guaranteed by MP.
4.3 The S4L SIM-Card's start-up needs to hire the services provided by MP through the sigma4lifts platform by which the Buyer will be able to monitor the lifts that have been registered within the sigma4lift platform. The S4L SIM-Card is not compatible with other platforms except for sigma4lifts.
4.4 The Buyer must follow the instructions set in the General Conditions of Use of sigma4lifts platform and to accept the General Conditions of Sale of it in order to get the access to the sigma4lifts platform.
5.1 MP offers to the Client different solutions regarding the Lifts‘ conectivity.
5.2 Likewise, MP informs the Client that MP, at the moment when the products are offered, these are suitable and appropiate to the technology, conectivities and current technics. Therefore, in case of Telecom Operators decide to execute a network cut-off, interruption, extinction or shut-down of some of MP's offered solutions, MP will not be liable in any case for the non-coverage and the Cliente shall carry out the necessary measures in order to make the lift suitable again so it can offer the expected services and security. MP will assist the Client regading the likely solutions without bearing the cost of the new solution.
Consequently, the Client will be responsible of choosing the most suitable and appropiete technology and connection according to its area and needs.
6.1 Products are covered by a 2-year guarantee as of the invoice date. MP is not responsible for wear and tear resulting from normal usage of the products. In the case of faulty parts, MP will pay to send the spare parts through regular channels.
6.2 Repairs are guaranteed for a 6-month period, understanding as the object of the guarantee the repaired elements.
6.3 Goods not manufactured by MP are covered by the manufacturer's guarantee.
6.4 MP will supply spare parts during a minimum period of five years after the lift range affected have been made obsolete
6.5 Products damaged by improper handling, assembly, storage, or usage and those that have undergone some modification which was not carried out with MP's strict authorisation will not be covered under the guarantee.
7.1 MP Products (complete lifts) that have been purchased by a Purchaser through our "Outlet" section on our MP SERVICenter website are guaranteed for a maximum period of 2 years from the invoice date.
7.2 Likewise, MP ensures the proper working of the products sold on the OUTLET for the original order specifications as stated at the website. In this way, MP shall not be held responsible for any possible failure that the product may cause to the Purchaser in the event it does not meet the Purchaser needs. Thus, the Purchaser declares he will not issue any kind of claim if the products specifications are not adapted to his requirements.
7.3 MP shall only certify the lift if none of the parts concerned by the certificate have been modified:
a) If the above requirements are met and the lift can be certified, the Purchaser shall request, against payment, through our service of plans and projects this documentation.
b) If the above requirements are not met and the lift cannot be certified, all the old older documentation will be given to the Purchaser to let him obtain the certification by himself.
8.1 The prices of the products sold through HelpMATE are listed and updated in the official price list in force at the time. The components prices will be indicated in MP SERVICEnter. Prices are stated in Euros under EX WORKS condition. The prices do not include VAT or any other applicable tax.
8.2 MP reserves the right to modify prices without prior notice.
8.3 The minimum purchase value (excluding VAT) is 30 €. If the order amount does not reach the minimum purchase value, MP is entitled to carry out the order and charge the difference for processing fees.
8.4. If, between the time of acceptance of the offer and/or signing of the Contract and the time when the manufacturing process begins, there have been significant changes in prices as a result of an extraordinary change in the circumstances prevailing at contract conclusion, such as changes in the prices of raw materials, the parties undertake to revise the agreed price in order to re-establish the initial economic balance for the agreed services.
9.1 The delivery time of products offered at MP SERVICEnter are available on the website. The delivery date of any product may be delayed in the event the Purchaser does not fulfil his contractual obligations, especially in case of a delay in paying invoices, in sending the order specifications or due to a request for the order to be modified while it is being processed.
9.2 Delivery times are estimated and are not considered an essential condition. Thus, the Purchaser shall not demand compensation from MP due to any direct or indirect damage or detrimental consequences resulting from reasonable delay not directly or indirectly attributable to MP in the delivery.
9.3. The delivery conditions are in accordance with INCOTERMS 2020 and ICC 2020. Unless otherwise agreed, the sale is made under EX WORKS (EXW) delivery conditions from the MP warehouses.
9.4. The Purchaser has 30 days since the goods are made available for collection. After this period, the storage cost will be invoiced to the Purchaser by MP according to the price list.
Storage of goods after the required delivery date is over, from 31st day until 120th day.
0,35 € per package/day
Storage of goods after the delivery date is over from 121st day.
0,70 € per package/day
(*) Days in the warehouse are counted from the delivery day requested by the Customer or, if later, from the date of the order consolidation.
9.5. In the case of non-payment of these storage costs for a 90-day period, MP reserves the right to use those goods to cover the non-payment, even if the goods have already been fully paid.
9.6. MP informs the Purchaser that in the event that the manufacture of its Order(s) for Complete Lift(s) has been completed and the Purchaser delays or declines collection, MP shall guard such Order(s) as long as they are paid (including warehouse charges) for a maximum period of 360 days from the consolidation of the order in the logistics warehouse or from the expected delivery date, whichever is the later. The Purchaser shall keep MP free from any liability for any loss or deterioration that the products may suffer in storage. Once this period has elapsed, MP reserves the right to include the mentioned Order(s) in MP's OUTLET service, the Purchaser thereby forfeiting any right to claim against MP for any reason whatsoever, and MP shall be entitled to all amounts paid by the Purchaser as compensation for damages.
9.7. In the event that the Purchaser's Order(s) have not been paid in full or in part by the Purchaser, MP shall keep such Order(s) for a maximum period of 90 days from the order's consolidation in the logistics warehouse or from the expected delivery date, whichever is later. Once this period has elapsed, MP reserves the right to include the mentioned Order(s) in MP's OUTLET service, the Purchaser thereby forfeiting any right to claim against MP for any reason whatsoever, MP making all the amounts paid by the Purchaser as compensation for damages.
9.8. If the Purchaser wishes to retrieve his Order(s), once his Order(s) have been included in our OUTLET service, he shall do so taking into account the Price and Conditions originally set out in the Purchaser's Order(s), provided that the Order(s) are still available for sale on that service.
9.9. Once the materials have been consolidated in the logistics platform and the delivery period requested by the Client has expired, MP will invoice the materials.
9.10. Any delay on the part of the Purchaser in collecting the material from MP's logistic warehouse shall in no case alter the form and term of payment of the invoices issued punctually.
10.- PRODUCT INCIDENTS
10.1 If the Purchaser finds a damaged, faulty, incorrect, or incomplete product, it must submit a claim in writing to MP within 30 days from the date the goods were received. Otherwise MP will not assume responsibility for the incident.
10.2 The return of and/or incidents with goods must be approved by MP's post-sales service. Once approved, MP will replace, as soon as possible, incorrect, faulty, or incomplete goods. If MP deems that the incident has a significant impact on the Purchaser's assembly times, it agrees to postpone the expiry of the invoice, informing the Purchaser of the new expiry date.
10.3 Once the incident has been accepted, the Purchaser can propose repair or manufacture of similar goods on its own behalf if it presents a cost estimate and MP accepts it in advance.
10.4 In the event that delivery conditions other than EX WORKS (EXW) are agreed which imply that MP is responsible for the Products during transport, MP shall not assume any charge or liability in the event of a claim for product damaged in transport, unless the Purchaser reflects the complaint on the transport delivery note at the time of unloading. If the damage is apparent, the Customer shall mention it on the delivery note of the carrier, as well as take photos of the goods at the time of delivery and he will have a period of 7 calendar days to notify MP by sending these photos and the delivery note. In case of hidden faults or defects that are not detectable upon receipt of the goods, the Purchaser shall notify the defect to MP in writing within 7 calendar days, both for national and international shipments. After the expiry of these deadlines, the claims will not be effective.
10.5 Under no circumstances will MP assume responsibility for damages caused by sending incomplete, incorrect or defective orders. Both claims from end Clients as well as own labour or external labour costs needed to solve the incident are included in this item.
11.1 The form of payment is bank transfer or credit card in advance.
11.2 The total amount must be transferred to the agreed MP account on the date the invoice expires. Failure to receive the invoice does not exempt the Purchaser from non-payment.
11.3 Should there be delays in payment, the corresponding interest for delay will accrue on the amounts in accordance with the EURIBOR plus 8% with a minimum of 10% per annum.
11.4 Should there be delays in payment, MP will disactivate the Purchaser's account, which will prevent orders being processed, manufacturing and sending any type of goods.
11.5 Payment will be made in Euros unless is specified any other currency. If payment in a different currency has been agreed, MP could not raise or low the price of sale without previous consent of the Purchaser. In this way, the total amount will reflect its value in Euros taking into consideration the value of the currency agreed upon at the moment of the signing of the contract.
12. PAYMENT ALLOCATION
12.1 In any case, the Purchaser, in addition to paying the price of the most recent order, shall always pay MP, in the first instance, sufficient sums to settle any overdue debt(s) that the Purchaser may have with MP.
12.2 Thus, where the Purchaser makes a payment for the purpose of fulfilling its payment obligations for a particular order, MP shall be entitled, and the Purchaser so confirms, not to apply such payment to settle the debt for the particular order indicated by the Purchaser, but MP may apply a sufficient amount of any payment made to settle an existing due, payable and payable debt of the Purchaser to MP.
12.3 In this way, once the overdue debt(s) has (have) been settled, the payments made by the Purchaser will be charged to the order indicated by the Purchaser and, if there are no indications from the Purchaser to the oldest orders.
12.4 This right of MP to offset payments against overdue debts does not in any way imply that the amount corresponding to the last orders is not also enforceable by MP.
13.- RETENTION OF TITLE
13.1 The goods remain the property of MP, who reserves title until the Purchaser has paid the price for the goods in full. Until ownership of the goods is transferred to the Purchaser, MP shall be entitled to recover possession and control of the goods.
13.2 The distributor or, if applicable, the installer undertakes to notify the owner (end user) of the existence of this retention of title, and of the qualification of the fixed asset loan in favour of MP and the corresponding amount.
13.3 If the supplied goods have been incorporated into a new product, then until the Purchaser has paid the full price for the goods, MP shall be the owner of the new product in proportion to the value of the unpaid goods and until the original goods supplied have been paid for in full.
14.- PATENTS AND BRANDS
14.1 MP has exclusive patents on its products and manufacturing procedures and these conditions do not entail any harm to the rights over them.
14.2 If the Purchaser wishes to use the distinctive signs of MP, he shall request it and MP shall expressly grant it under the conditions to be agreed.
15.1 Should one party fail to fulfil any of the obligations established in the contract, then the other party will have authorisation to legitimately terminate the contract, after informing the defaulting party of its decision in writing, without prejudice to claiming compensation for damages.
16. FORCE MAJEURE
16.1 No party shall be liable for delay in performance or failure to perform its obligations resulting from causes beyond its reasonable control, including, but not limited to, unforeseeable events such as acts of God, governmental causes, wars, epidemics, pandemics, riots, natural disasters and labour strikes, except where the foregoing circumstances are the result of a default generated by the party invoking them.
16.2 Failure to perform or delay shall not be considered a breach of contract, and the time for performance shall be extended for a period of time equal to that for which performance of the obligation has been prevented. If the delay or non-performance continues for a period of three months, either party may terminate the Contract for products not yet delivered to the Purchaser, without prejudice to the Purchaser's obligation to make payment for products delivered or Services rendered prior to the termination of the Contract. In the event of termination under these circumstances, neither party shall be entitled to claim any indemnity or compensation of any kind.
17.- LIABILITY LIMITATION
17.1. Without prejudice to what has been provided for in these General Terms and Conditions of Sale or what has been expressly agreed to the contrary, MP shall in no event be liable for damages such as incidental, indirect, consequential, or economic or immaterial loss or damage or loss of profit, loss of earnings, loss of production or scrapped production or damages arising from claims emanating from the Purchaser. However, this exclusion shall not apply in cases of negligence or wilful misconduct of MP.
17.2. In any case, the maximum amount for which MP shall be liable to the Purchaser shall not exceed the selling price of the product.
18.- DATA PROCESSING AND TRANSFER
19.1 In case of legal controversy to resolve any issue arising from this contract, the parties expressly submit to the Spanish Jurisdiction and the Courts and Tribunals of Seville-SPAIN, waiving their own jurisdiction, in accordance with the regulation of the forums of express submission of the EU Regulation 44/2001.
For all aspects that are not developed in these conditions, the parties submit to the provisions of the Civil Code, Commercial Code, and the Vienna Convention of 1980 for international supplies.
MAC PUAR S.A.
Leonardo da Vinci 15
41092 SEVILLA. ESPAÑA