General Terms and Conditions
Updated October 2020
Sale of the Seller's products is regulated by these General Terms and Conditions of Sale.
These General Terms and Conditions of Sale are understood to be unreservedly accepted by the Buyer. Furthermore, these General Terms and Conditions shall prevail over the Buyer's general sales and conditions.
The Seller reserves the right to update and/or amend the contents of these General Terms and Conditions of Sales at any time with no previous notice, so the Buyer is recommended to verify them on a regular basis.
1. Product Selection
The Buyer shall be the only party responsible for the selection of the product that is the object of the purchase and sale, as well as of its use or function. Therefore, as stated in its catalogues, pricing, and/or general information about the product, the Seller is not responsible for and does not guarantee that the product will be the suitable one for the technical applications intended by the Buyer, or to totally or partially achieve the goals envisaged by the Buyer when purchasing the product.
The Seller reserves the right to change the technical specifications and design of its products as a result of and to improve technical development. Descriptions and printed illustrations, as well as the technical data included in technical documents, drawings, pictures, views, etc., are not binding.
The technical documents are the property of the Seller, and must be returned at its request. These documents cannot be copied or reproduced in any way or made available to third parties without the Seller's authorisation in writing. In particular, they cannot be used to manufacture tools, devices, or parts. They may only be used for installation, maintenance, and use, if indicated for these purposes by the Seller.
2. Risk Transfer
Unless otherwise specified in the invoice terms, risk shall be transferred to the Buyer on arrival of the goods at the destination specified by the Buyer for delivery, or as soon as they are made available to the Buyer on the Seller's facilities for collection by or on behalf of the Buyer. Risk shall be transferred even if the Buyer decides to delay collection.
Any potential claims against the transport company due to wrong quantities or to damages caused by transport, found on arrival of the goods, shall be
• immediately made in the delivery documents provided by the transport company.
• confirmed to the transport company by registered post with acknowledgement of receipt within three business days from the date of delivery.
3. Delivery Times
Delivery times shall be calculated from acceptance of the order and are for informational purposes only. The Buyer shall not be entitled to any compensation for potential delays in delivery.
If the Buyer is to collect the goods and fails to do so once they are available, the Seller shall be entitled to store the goods, or, after contacting the Buyer, proceed to deliver or sell them at its own expense and pass the expenses incurred (storage, refurbishment, reworking, loading and offloading, occupation, insurance, etc.) on to the Buyer. In the case of successive deliveries, if the Buyer persists in not collecting the goods, the Seller may terminate the agreement, cancelling the portion of the order pending delivery.
Any internal reasons on the part of the Seller which result in the halting, suspension, or temporary reduction of production shall entitle the Seller to extend delivery times for an equal period, but may not be invoked by the parties as grounds for order cancellation, save in the event of force majeure.
4. Suspension of Delivery
In the event of unauthorised re-sale, non-payment, commercial dispute, initiation of bankruptcy proceedings, or transfer of the business by the Buyer, the Seller shall be authorised to suspend new deliveries without taking any orders placed into account, and without prejudice to any other eventual rights.
5. Force Majeure
In cases of force majeure that hinder the manufacturing or delivery of goods, the Seller shall be entitled to delay delivery, and, should the causes of this delay persist for more than one month, to cancel the orders with no obligation to compensate the Seller whatsoever. The following, among others, are regarded as cases of force majeure: strikes, lack of transportation, accidents in factories, fires, and in general any cause beyond the Seller's control.
6. Warranty and Claims
The final consumer shall be entitled to a legal manufacturer warranty for the product covering 24 months from the date of delivery to the Buyer. The product warranty for the Buyer shall be that stipulated in article 345 of the Spanish Code of Commerce, unless specific conditions have been agreed by the parties.
Claims may be made via email, post, or fax. Claims should be filed within
• Four days from arrival of the goods at the destination specified by the Buyer, in the event of a clear discrepancy between the order and the delivery in terms of quality or quantity.
• Claims may be filed within ten days from arrival of the goods at the destination specified by the Buyer, if the defect or irregularity cannot be detected by a simple examination or basic verification.
• If the defect or irregularity can only be detected by means of an in-depth examination, a test, or installation of the goods acquired in the machine, claims should be filed as soon as possible, within thirty days from arrival of the goods at their destination.
The Buyer undertakes to provide an adequate post-sale and maintenance service for all Products using its own staff and means, at its own expense. The Seller shall provide the Buyer with any items and spare parts required to meet the conditions of these services.
Prices do not include the taxes that apply at any time under the tax legislation in force.
Unless otherwise agreed by the parties in writing:
• goods are invoiced at the price specified on the date of delivery, and may be changed at any time with no prior notice.
• the prices specified are pre-tax, and are limited to the items available in the warehouse on reception of the order.
• cash payment shall be made prior to delivery of the goods.
• cash payment shall be made in the Seller's offices.
• the Buyer shall not be entitled to withhold any payments due to any claims or complaints.
• the Buyer shall not be entitled to settle or offset payments against claims.
8. Payment Deadlines
Prices are specified for cash payments in the terms and with the deadlines stipulated in article 4 of Law 15/2010 of 5 July, amending Law 3/2004 of 29 December, establishing measures to fight late payment in commercial transactions. In the case of payment in instalments, the failure to pay one contractually stipulated instalment shall entail early maturity of the entire debt.
Likewise, in the case of staggered payments and deliveries, failure to pay for one delivery shall entitle the Seller to withhold future deliveries.
In these cases of fractioned payments, the failure to make the first payment does not entitle the Buyer to withdraw from its order. However, in the event of cancellation of an order for personal reasons, the Seller shall retain any advance payment made as compensation for the damages and losses caused.
The declaration of insolvency or legal or out-of-court winding-up of the Buyer, or, in general, any changes to the Buyer’s legal status affecting its solvency, shall entitle the Seller to immediately claim all the payments for all the goods delivered and not paid by the Buyer.
9. Delays in Payment and Deterioration of the Buyer's Credit
Failure to pay an invoice on maturity shall generate interest on arrears at the legal interest rate applicable to commercial debt pursuant to the provisions in Law 3/1002 of 29 December establishing measures to fight late payment in commercial transactions, or any laws that replace or supplement it.
Should the Buyer's non-payment persist for eight days after formal request for payment by the Seller, the Seller may demand immediate payment of all invoices not due as well as advance payment for all deliveries not yet made corresponding to confirmed orders and advance payment of later orders, and shall be entitled to withhold any supplied not yet sent.
If the Buyer's credit and/or solvency deteriorate and there are delays in payment, the Seller may also demand the provision of collateral or a personal guarantee, or claim early payment of orders. In any case, if the orders are to be manufactured, the Seller may make the start or execution of these orders conditional upon the provision of collateral or a real guarantee, or, in its absence, early payment for the goods.
Breach by the Buyer of the aforementioned provisions shall entitle the Seller to dismiss the order and terminate the agreement, as well as to claim damages and losses.
10. Environmental Waste Management
The ultimate owner in Spain of Waste Electrical and Electronic Equipment shall be responsible for its delivery for proper environmental waste management, pursuant to Royal Decree 110/2015 of 25 February, establishing the obligations and responsibilities of all the agents involved. The ultimate owner in any other European Union Member State of used packaging waste shall be responsible for proper environmental managed pursuant to Directive 2002/95/EC, of the European Parliament and of the Council, of 27 January 2003 on the restriction of the use of certain hazardous substances in electrical and electronic equipment (Directive ROHS1) and Directive 2002/96/EC of the European Parliament and of the Council, of 27 January 2003, on waste electrical and electronic equipment (WEEE)
11. Retention of Title
The Seller reserves the right to full ownership of the goods sold until the Buyer actually pays the full price and amounts invoiced.
The Buyer undertakes to notify the Seller of any measures taken by third parties that have an impact on the goods while they remain the Seller's property. Likewise, the Buyer undertakes to designate the Seller as beneficiary in the corresponding insurance policies on the goods to which retention of title applies.
The Buyer may transform or resell said goods within normal commercial transactions. The transformation of the goods that are the object of this retention of title does not transform ownership to the Buyer. If, at the time of transformation, other products not belonging to the Buyer are also incorporated, this entails the existence of co-ownership over the new item, in which the Seller shall participate to the extent of the value of the goods to which retention of title applies.
The Buyer shall assign to the Seller any appropriations resulting from the re-sale of any goods that are transformed or do not fall, totally or partly, under retention of title. The Buyer shall notify this assignment to its own buyers at the Seller's request.
The amount of the appropriations assigned and collected by the Seller in these cases shall be firstly used to pay the interest on arrears agreed and the conventional penalties imposed. Any remaining amounts shall be used to pay the invoices.
Likewise, it is hereby agreed that partial payments shall pose no hindrance to any eventual Seller's claim based on the retention of
The Seller may terminate the sale and recover the goods that are the object of this retention of title clause, whether they are transformed or not, should any of the cases described in the payment clause of these General Terms and Conditions of Sale apply. Should the Seller recover the goods after they have been transformed by the Buyer and sold to a third party, it shall refund the Buyer any different in the price of sale of the goods before and after their transformation.
It is agreed that the Buyer may not refuse to restore the goods at the Seller's first request, in application of this retention of title. The Buyer's refusal to do so shall entitle the Seller to file a claim for damages and losses for abusive resistance. In the event of a disagreement regarding the restoration of the goods, a request shall be legally made before the Courts of the city of Madrid, those in the Buyer's location, or those where the goods are located, at the Seller's choice.
Any goods thus recovered shall be examined by experts who shall establish their value and shall be used to pay any outstanding debt, including interest, plus any expenses caused by the recovery of the goods, including the experts' fees, without prejudice to any damages and losses to be covered by the Buyer as compensation for the damage caused to the Seller by the termination of the sale due to the Buyer's failure to pay the price.
12. Criminal Clause
If the corresponding invoices have not been paid on maturity and the Seller has unsuccessfully requested payment by the Buyer, the Buyer shall pay the Seller 15% of the amounts owed as a criminal clause, in addition to the principal of the debt and the interest on arrears mentioned above.
13. Compliance with the Code of Ethics
The Buyer declares that it is aware of and accepts the terms and conditions of the Vestel Iberia SL Code of Ethics, and undertakes, also on behalf of its employees, to rigorously comply with its contents.
The Code of Ethics is available on the Vestel group's corporate website.
Breach by the Buyer of any of the provisions in said Code of Ethics shall constitute a serious breach of the obligations arising from the existing commercial relationship and shall entitle Vestel Iberia SL to suspend later supplies, without prejudice to any compensation for the damages and losses that might be caused to Vestel Iberia SL.
The sale of the goods by the Seller shall under no circumstances entail the transfer of any patent pertaining to the product or their composition. The Buyer expressly assumes all the risks of patent infringement due to its use or sale of products, individually or in combination with other materials or in any production process.
15. Termination of the Agreement
The agreement shall be terminated in the following cases:
• By mutual agreement between the parties.
• Due to either party's breach of its obligations or infringement of its duty of good faith.
• Due to either party's supervening incapacity to fulfil its obligations.
Should the parties have any problem not covered by this agreement, they shall discuss it in good faith, in a cooperative and sincere spirit, trying to reach a solution by mutual agreement.
This company guarantees that measures will be taken to ensure confidential treatment of these data and prevent their alteration, loss, and unauthorised processing or access pursuant to the provisions in the legislation in force, under Law 3/2018, of 5 December, on the Protection of Personal Data and the Guarantee of Digital Rights (LOPD GDD) It also complies with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals (RGPD). Any Buyer whose data are recorded in the Sellers' Customers file may exercise at any time its right to access, rectify, and cancel any personal data provided to the Seller by writing to Vestel Iberia SL at its address in Paseo Doce Estrellas, 2 (28042), Madrid, Spain.
The information obtained may be used to send email notifications of incidents, promotions, and news to the Seller.
The Buyer expressly authorises the company to transfer the data included in the aforementioned file to the group companies for purposes directly related to the purposes for which they were requested. Likewise, the Buyer authorises transfer of its personal data to associations providing credit and solvency information services and credit insurance companies contracted by the company, and the inclusion in said processing of financial data obtained from companies that issue financial reports, to ensure adequate management of the credit granted to the Buyer by Vestel Iberia SL.
The parties mutually agree that any litigation, regardless of its nature, regarding this sale, its fulfilment, execution, and interpretation shall be the sole jurisdiction of the Courts of the location where the Seller has its registered address, namely the city of Madrid.
18. Final Provisions
18 1 Vestel Iberia SL does not acknowledge any other commercial conditions unless agreed by the parties. The Buyer expressly waives its right to enforce its own commercial conditions.
18 2 The invalidation of parts of these General Terms and Conditions of Sale and Supply or of the agreements between the parties pertaining to conditions shall not affect the validity of the remaining provisions.
18 3 Any changes to these General Conditions and Terms of Sale and Supply require authorisation in writing from Vestel Iberia SL to be legally valid.
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