Our Sales conditions

1. General

1.1. These General Terms and conditions (hereafter referred to as the "Terms and Conditions") shall apply to all business relationships and contracts which are made with any company or body under public law for the sale of products and services by Specialized Marketing and Logistics, S.L.

1.2. Any general terms and conditions of buyer which partly or wholly are opposed to the present Terms and Conditions are herewith expressly rejected and shall not become part of the contract even if we have accepted the supplies or performance in full knowledge thereof and have failed to reject them expressly.

1.3. Buyer has read and understood these Terms and Conditions and agrees that issuing a Purchase Order shall constitute Buyer' s acceptance of our Terms and Conditions.

1.4. Any agreements which may in an individual case differ from these Terms and Conditions, any amendments or supplements thereof shall only be binding, if confirmed by us in writing.

1.5. Our offers and prices are nonbinding, unless confirmed expressly otherwise in writing, and we reserve the rights at any time to change the name, size and packaging of the goods, provided that said changes do not lead to essential changes of the characteristics of the goods.

2. Price, Order Procedure and Payment Terms

2.1. Buyer shall issue a Purchase Order for goods to Specialized Marketing and Logistics, S.L. Acceptance of a Purchase Order by us is expressly limited to these Terms and Conditions. Any additional or different terms and conditions of buyer are expressly excluded and shall not form part of any Supply Contract unless confirmed otherwise in writing by us. Each Purchase Order requires SML's acceptance in writing for its enforceability and will constitute a separate and individual Supply Contract.

2.2. The price for our goods covered hereunder shall be those in our price list applicable when goods are delivered at the agreed place. The prices stated therein are net prices and do not include any taxes or customs duties.

2.3. All payments are due and payable in full unless otherwise specifically agreed in writing. Payment shall be made without any deductions in order to have the appropriate amount at our disposal on the day on which payment is due.

3. Deliveries and Delivery Dates

3.1. Information provided on delivery dates and periods is aproximate, and is in any case subject to availability and efficiency of transport means.

3.2. All shipments by us are performed Ex Works our facility according to Incoterms 2000 unless agreed otherwise in writing. Notwithstanding the foregoing and except as expressly agreed to the contrary, we organize the delivery of the goods to the delivery place as indicated by the buyer in the name and for the account of the buyer.

3.3. In the event that we discover any fact which may or could with the passage of time result in delay or impossibility to deliver, caused by a case of Force Majeure (the "Excusable Delay"), we will immediately advise Buyer of such fact and use our best endeavors to take all measures and precautions to reduce the effect of the Excusable Delay. Force Majeure shall mean any cause or causes which render a party wholly or partly unable to perform its obligations under this agreement and which are neither reasonably within the control of such partly nor the result of the fault or negligence of such party, and which occur despite all reasonable attempts to avoid, mitigate or remedy, and shall include without limitation by enumeration, acts of God, war, riots, hurricanes, strikes, floods, fires, explosions, earthquakes, lightening, storm, and other similar events. 

4. Packaging, Shipment and Risk

4.1. Goods will be packed according to our packaging standards. Buyer shall be obliged to conduct inspection of goods without undue delay upon receipt at delivery address and shall notify about any defects by making a corresponding note on the delivery receipt note.

4.2. If buyer fails to notify us in writing regarding any deficiency of the goods received immediately, but latest within 24 hours, the goods will be demmed to be accepted by buyer. We expressly reject delayed notification of deficiencies.

5. Waranty

5.1. In the event of any defects, we shall at our option replace the defective goods, or grant a reduction of the purchase price to be agreed upon between the parties by separate agreement. If the goods have already been delivered, buyer shall keep them and store the defective goods in a dry and secure manner.

5.2. The use and installation of the goods by nonqualified professionals, or in breach of the instructions contained in SML's manuals, or with a different purpose of those for which the goods were manufactured, will exonerate Specialized Marketing and Logistics, S.L. from any liability whatsoever.

6. Confidentiality

     Buyer commits to treat as business secrets and to keep strictly confidential all commercial and confidential technical information of us which comes to its knowledge during the course of our business relationship unless such information is or becomes public knowledge without fault of buyer.

7. Governing law, Place of venue and Jurisdiction

7.1. All contractual relationships and claims resulting hereof shall exclusively be governed by the laws of Spain. The UN Convention on Contracts for the International Sale of Goods is expressly excluded and shall in no case apply.

7.2. Place of jurisdiction in all cases, including any future claims arising from a business transaction, whether from a bill of exchange, check or other document, shall be the Commercial Court of Madrid.