GENERAL SALES CONDITIONS
Effective as of September 2024.
1. SCOPE OF APPLICATION
These GENERAL TERMS AND CONDITIONS OF SALE – hereinafter CGV NUREL – will apply to all sales and supplies – hereinafter, the SALE – in which NUREL, S.A. – hereinafter, NUREL – is the seller or supplier of goods or any other movable property – hereinafter, the OBJECT OF SALE – for which no specific contract has been signed between NUREL and the BUYER.
They will be published for the general knowledge of all BUYERS on NUREL’s website.
These CGV NUREL will apply from September 15, 2024, until replaced by a later version.
2. SALES DOCUMENTATION
The SALE is documented in NUREL’s offer – hereinafter, the OFFER – and, if applicable, in the BUYER’s acceptance of the OFFER.
The BUYER’s acceptance of the OFFER implies acceptance of these CGV NUREL for that sale, which will be the only terms governing it, even if the BUYER has its own purchase terms or similar conditions, which will be entirely superseded by these terms.
If the BUYER wishes to introduce any clause, agreement, or condition different from those regulated in the OFFER or these CGV NUREL, the buyer must explicitly request this in their OFFER acceptance document and obtain NUREL’s written agreement. Any reference to their general conditions will be considered void unless expressly accepted in writing by NUREL.
In the absence of a document accepting the OFFER, acceptance of the OFFER by the BUYER will be understood as the commencement of any work and/or the execution of any act by them, which implies the beginning of the execution of the OFFER.
3. PRICE AND PAYMENT METHOD
The price and payment terms will be specified in each OFFER.
The price may be modified, in which case the BUYER has the right to cancel the contract within 2 days of being notified of the new prices.
Payment will be made without any deduction, set-off, or withholding by the BUYER.
4. PLACE, DATE, AND DELIVERY CONDITIONS
The place, date, and delivery conditions will be those indicated in the OFFER.
NUREL and the BUYER will cover the expenses corresponding to each according to the incoterms specified in the OFFER, or failing that, according to the delivery terms established therein.
The agreed payment dates must be met by the BUYER, even if transportation or delivery is delayed due to NUREL.
Delivery must be accepted by the BUYER as long as it is made on the delivery date indicated in the OFFER.
The BUYER will have five calendar days to report any hidden defects in the OBJECT OF SALE, after which the BUYER will lose all rights and actions to claim against NUREL for this reason.
If the BUYER rejects the delivery of the OBJECT OF SALE within the time period provided and it is proven that it does not meet the quality standards accepted by NUREL, NUREL must withdraw the OBJECT OF SALE, covering any justified costs incurred.
The BUYER will never have the right to return the accepted OBJECT OF SALE or once the period for reporting defects has expired.
5. TRANSFER OF RISK AND OWNERSHIP
The transfer of risk for impairment, damage, or loss of the OBJECT OF SALE to the BUYER will occur according to the INCOTERM specified in the OFFER.
The OBJECT OF SALE will remain the property of NUREL until full payment has been received. Even if NUREL accepts promissory notes, bills of exchange, or checks as a form of payment, the credit will only be satisfied once NUREL has received irrevocable payment of the bill, promissory note, or check.
6. WARRANTY
NUREL guarantees that the OBJECT OF SALE meets the technical specifications outlined in the OFFER on the delivery date.
In all other cases, NUREL does not guarantee the use that the BUYER or their clients may make of the OBJECT OF SALE, its potential applications, its suitability for the intended use, or deficiencies beyond its control, especially those due to normal wear and tear, false information provided by the BUYER, inadequate maintenance, failure to follow operational instructions, or inappropriate use of materials.
7. ASSIGNMENT
Neither party may assign the rights and obligations of the OFFER without the written consent of the other party, except that NUREL may transfer the contract, in whole or in part, to any company within its corporate group.
8. TAXES
VAT and any taxes, fees, or other charges associated with the SALE will be paid by the BUYER.
9. SUSPENSION OF SALE BY NUREL
In the event of non-compliance, untimely performance, and/or defective performance of any of the BUYER’s obligations, NUREL will have the right to suspend the execution of the SALE in whole or in part, with the BUYER being liable for any damages caused by such suspension to NUREL. The suspension will be notified in writing by NUREL to the BUYER.
10. LIMITATION OF LIABILITY
NUREL’s prices are developed and negotiated on the basis that its maximum liability to the BUYER, for any reason, is limited to the replacement of the OBJECT OF SALE causing the damage or the amount paid for it. NUREL’s liability will not include indirect, consequential, or lost profits, which will be borne by the BUYER.
These limitations will not apply in the event of willful misconduct by NUREL. They will also not apply if there is an agreement to that effect between NUREL and the BUYER.
NUREL will not be liable to the BUYER or third parties for free samples provided to the BUYER and/or products delivered by NUREL for approval by the BUYER.
11. INDUSTRIAL PROPERTY
The OBJECT OF SALE will not transfer any license and/or usage rights from NUREL to the BUYER, related to the products, their composition, and/or the trademarks owned by NUREL. The BUYER expressly assumes all risks arising from the use or sale of production, either individually or in combination with other materials or in a manufacturing process.
12. DATA PROTECTION
The personal data of individuals – the Data – provided or made available in relation to the SALE by one party to the other, whether from their representatives, employees, subcontractors, or any other individual – hereinafter, the Data Subjects – will be processed by the other party solely for the purpose of executing the SALE and fulfilling all legal and contractual obligations arising from it.
The Data will be retained during the execution of the SALE and, once completed, for as long as necessary to comply with any legal obligations. Each party may keep a paper or digital copy of the contract in accordance with its respective archiving rules.
In order for Data Subjects to exercise their rights of access, rectification, erasure, opposition, restriction of processing, and data portability concerning the Data provided to NUREL, they may contact NUREL at the following email address: datospersonales@samca.com.
Data Subjects may also file a complaint with the Spanish Data Protection Agency (www.aepd.es).
13. COMPLIANCE
The BUYER acknowledges that they are aware of the SAMCA Group’s Code of Ethics and Compliance Policy, which has been made available through: Grupo SAMCA | Compliance, and agrees to maintain, either directly or through its suppliers, contractors, and/or subcontractors, legal conduct throughout the execution of the sale in accordance with the current legislation and the SAMCA Group Code of Ethics and Compliance Policy. Failure to comply with the SAMCA Group Code of Ethics and Compliance Policy by the BUYER will result in the termination of the SALE.
14. APPLICABLE LAW
The SALE will be governed by Spanish law.
