The prices of the Seller are made and negotiated on the basis that its maximum legal responsibility will be limited. Customers have their own means of risk limitation, and to duplicate them would be superfluous. The Seller is prepared to negotiate higher limits of responsibility, subject to the corresponding proportional increase in price. Barring an agreement to the contrary, the responsibility of the Seller will never exceed the value of the goods affected at the time of sale. The Seller is liberated from all responsibility beyond that maximum, even if it has been caused by its own negligence or non-performance of obligations, except in the case of fraud on the part of the Seller.
The sale of goods by the seller will in no case transfer any licence under patent relating to the products or their composition, and the Purchaser assumes expressly all the risks of infraction of patent by reasons of its us or sale of production, individually or in combination with other materials or in a manufacturing operation in a process.
The profit and risk of the supplies will pass to the Purchaser once they are ready for shipping on the agreed conditions. In case the shipment of the goods is delayed for reasons beyond the control of the Seller, the supplies will be stored and insured at the cost and risk of the Purchaser. The transport will be executed at the expense and risk of the Purchaser. The Purchaser will be responsible for acquire insurance for the supplies against any type of risk. The Purchaser will be responsible for acquire insurance for the supplies against any type of risk. The Seller may request from the Purchaser a photocopy of the last receipt justifying punctual payment of the premiums corresponding to said insurance. Said insurance policies must have a minimum duration equal to the duration provided for the execution of the order.
In case of non-performance or failure in punctual or adequate performance of any of the obligations of the Purchaser, as well as in the case of a declaration of an arrangement with creditors, liquidation or dissolution of its company, the Seller will have the right to give notice of the total or partial rescission of the contract or the suspension of its execution in whole or in part. This will be done through authenticated notification, with no need for ulterior warning of non-performance or judicial intervention, and without the Seller having to be held responsible for the damages, without affecting any other rights supporting the Seller. As soon as any of the aforementioned circumstances occur, all claims that the Seller has with respect to the Purchaser will become immediately payable. If the Purchaser does not make the payment punctually or in its totality, on the first demand of the Seller, it must return the unpaid products. If said products are not returned by the Purchaser, the Seller, without affecting any other of its rights and actions, will be legitimized to recover the products sold with no need for a new demand, notification or judicial intervention.
“Force Majeure” means, for the purpose of this contract, the existence of any contingency, circumstance or cause which is beyond the control of the party who invokes it, including, but not limited to, the following circumstances: imposition or submission to a law, regulation, decree, order or request of any authority (national, state, autonomous, provincial or municipal), confiscation, riot, war, disturbances, fires, floods, earthquakes, storms, explosions, strikes, closings, stopping of machinery or factory, impossibility of obtaining raw material, equipment, gas oil or transport. If due to Force Majeure, any of the Parties cannot meet an obligation of this Contract other than the payment price, said Party is exonerated from performance of it, as long as the party notifies the other party, indicating the beginning of the situation of Force Majeure. The Party invoking Force Majeure must send immediate notice after the ending of the cause of the Force Majeure. The Seller will not be responsible to the purchaser for any loss or damage resulting from non-performance or occasional or total failure in performance of its obligations due to Force Majeure. This clause is applicable to the Seller and to its plant, and to the Purchaser and its plant. Notwithstanding the foregoing sections of this article, if the Purchaser is affected by Force Majeure it will not be relieved of any of its obligations to accept and pay for the shipments made prior to the receipt by the Seller of the written notice from the Purchaser of the situation of Force Majeure; neither can the Purchaser invoke the reason of Force Majeure to delay the payment of the amounts owed. If a reason of Force Majeure appears, the seller will have the right to distribute, in the manner it considers appropriate, the amounts of useful products among its customers and their own requirements.
The Seller (who in this respect, is understood to mean all the companies forming part of the same group as the Seller) has the right to compensate any amount owed it by the Purchaser (who in this respect is also understood to mean all the companies which form a part of the same group as the Purchaser), against any amount payable to the Purchaser.
Neither of the parties will transfer the contract without the written consent of the other party, with the sole exception that the Seller may transfer the contract, wholly or in part, to any of the companies forming a part of its same business group.
The data contained in the catalogues and technical documents will be binding on if explicitly stipulated as such in the same. All documents provided by the Seller to the Purchaser must be considered to be the exclusive property of the former, and must be considered confidential and may not for any reason be transferred,
nor copied, nor used without previous written consent of the Seller. If the order is not made, all catalogues and other documents presented must be returned immediately to the Seller.
In compliance with the Organic Law 15/1999 of December 13th on Protection of Personal Data, personal data provided by the Purchaser will become a part of the file of customers of the Seller, whose objectives are the maintenance of the contractual relationship , the control and management of sales and their corresponding collection of payment. The Seller will treat said data with the maximum confidentiality, making the commitment to not use them for any purpose other than that for which they have been obtained, as well as storing them, taking the appropriate measures to guarantee their security and prevent their unauthorized alteration , loss, processing, or access. The Seller will keep professional secrecy with respect to the aforementioned personal data, even after the contractual relationship has ended. The Purchaser authorizes the Seller to store its data for a period of five years once the contractual service has been completed. The Purchaser may exercise the rights of access, rectification, cancellation and opposition through notification in writing to the attention of the Head of Data Protection of the SAMCA Group, Paseo de la Independencia 21, Planta 6ª (50001 – Zaragoza).
These conditions will be considered severable, and if any of them are invalidated for any reason, the rest will keep their validity with full force and effect.
In case of discrepancy between texts in the Spanish language and texts in any other language relating to the sale of the goods, the text in the Spanish language will prevail.
This relationship will be governed by Spanish legislation. The parties expressly renounce any other forum or jurisdiction to which they may have right, and agree to submit to the courts of Zaragoza any difference or litigation relating to the validity, interpretation, compliance with or execution of the General Sales Conditions, as well as the acts or transactions included in the same.