Unless otherwise specified, all our sales are subject to the following general terms and conditions of sale. These will replace all previous terms and conditions of sale as of 1 May 2019. The Buyer (customer) acknowledges that he or she is familiar with – or has had the opportunity to become familiar with – these terms and conditions simply by placing an order or negotiating to place an order.

These general terms and conditions of sale are published on our website www.techs.es

1.- OFFERS – ORDER CONFIRMATION.

Verbal and/or written offers made by the Seller (Textil Santanderina, S.A.) shall not be binding until the Seller has sent a written confirmation of the order. The order confirmation is subject to the coverage of a credit insurance company and under certain conditions of payment. Acceptance of the contract implies the freely consented waiver by the Buyer of its General Conditions of Purchase. Any order and/or agreement made by an agent, broker or representative and subsequent agreements shall remain non-binding until the order has been confirmed by the Seller.

2.- RISKS.

The Buyer shall be liable for all risks associated with the goods sold, from the time of receipt of the goods at its warehouse, port, airport and/or customs office of destination.

3.- DELIVERY – COMPLIANCE.

For all purposes, the delivery date shall be considered to be the date on which the goods are dispatched from the factory/factories of Grupo Santanderina, regardless of the actual place of delivery. The Buyer is obliged to check the compliance of the goods and any defects within 15 days of receipt. Textil Santanderina, S.A. places its laboratory at the disposal of the Buyer, free of charge, to identify any type of non-conformity. Textil Santanderina will not accept returns of or claims for fabrics once cut and/or handled by the Buyer, for an amount exceeding two rolls of fabric (approx. 180 m).

Textil Santanderina, S.A. cannot guarantee the total match between the quantities requested and those delivered, due to the technical characteristics of the manufacturing process. Deviations may amount to a maximum of +/- 10% of the quantity requested by the Buyer.

No claims will be admitted under any circumstances more than three months after the delivery of the goods. After this period, the Seller shall be released from all liability, including liability for hidden defects.

In the case of a duly substantiated complaint, the damage to be compensated shall be limited to the value of the amount invoiced for the fabric in question. Textil Santanderina reserves the right at all times to replace or re-process defective or non-conforming products in lieu of payment of compensation. Disputes over the conformity, insufficiency and/or deficiency of the goods sold shall not affect the Buyer’s obligation to pay the associated invoices.

4.- DELIVERY TIMES.

The delivery time is assumed to be for the supply located at the Seller’s factory or warehouse. In order for the delivery time to be binding on the Seller, the Buyer must have complied strictly with the payment schedule, if any.

No delay in delivery entitles the Buyer to postpone or suspend its payment obligations. Any form of compensation due to late delivery is legally precluded.

Any delay in delivery caused by the Buyer shall entitle the Seller to cancel the contracts, to invoice the Buyer for the goods and to keep them at the Buyer’s disposal. In this case, three months after storage, Textil Santanderina will issue monthly storage charges, according to the average costs stipulated by third party companies engaged therein.

Unless otherwise agreed, the maturity date of the legal delivery of the contract is set at one year, during which time the Seller has the right but not the obligation to demand mandatory performance or to consider the contract null and void.

5.- PAYMENT TERMS.

The Seller’s offer or the Buyer’s order accepted by the Seller shall include the terms of payment for the Supply. Pre-specified payment terms may also be used in the context of a continuous business relationship agreement between the Buyer and the Seller. These payment terms shall comply with the legislation applicable in the Buyer’s country setting forth the measures to combat late payment in business transactions and shall under no circumstances exceed the maximum periods laid down therein.

In the absence of any other agreement, the term of payment shall be 60 days after the date of delivery by the Seller of the goods concerned.

Payment shall be made on the agreed terms into the Seller’s bank account or by another agreed procedure. In the event of invoices not being paid on their due date, the Buyer shall be obliged to pay interest, which shall be calculated in accordance with the applicable law in the Buyer’s country.

Payment of this interest shall not release the Buyer from the obligation to make all other payments on the agreed terms.

If delivery is delayed for reasons beyond the control of the Seller, the contractual conditions and terms of payment shall remain in force.

The Seller has the right to demand reasonable payment guarantees during the course of execution of the order. In the event of late payment by the customer, postponement of the requested guarantees, reduction or cancellation of the credit insurance, the Seller has the right to suspend, provisionally or permanently, without notice, all deliveries and/or extend all delivery dates and/or cancel the contracts and/or invoice the goods already manufactured.

6.- OWNERSHIP OF THE GOODS.

The goods sold shall remain the property of the Seller until full payment of the invoice. The cost for loss or damage of the goods shall be borne by the Buyer. The Buyer shall inform the Seller of any confiscation of the goods.

7.- FORCE MAJEURE.

In the event that the Seller is prevented, in whole or in part, from performing its contractual obligations due to Force Majeure, the performance of the obligation(s) concerned shall be suspended, without any liability on the part of the Seller, for such time as is reasonably necessary under the circumstances.

Force Majeure shall refer to any cause or circumstance beyond the reasonable control of the Seller, including but not limited to, strikes by suppliers, transport and services, failure of supplies by third parties, failure of transport systems, natural disasters, floods, storms, riots, strikes, labour disputes, stoppages of the Seller’s or its subcontractors’ personnel, sabotage, acts, omissions or interventions of any kind by the government or its agencies, accidental stoppages in the Seller’s workshops due to breakdowns, etc. and other causes of force majeure provided for in the legislation in force that directly or indirectly affect the activities of the Seller.

When a Force Majeure event occurs, the Seller shall inform the Buyer as soon as possible, explaining said event and its foreseeable duration. It shall also communicate the termination of the event, specifying the time in which it will comply with the obligation(s) suspended as a result of the event. The occurrence of a force majeure event shall entitle the Seller to a reasonable extension of the delivery period.

If the Force Majeure event lasts longer than three (3) months, the Parties shall negotiate to try to find a fair and reasonable solution to the situation, taking into account the Seller’s difficulties. If such a solution cannot be found within thirty (30) days, the Seller may terminate the order, with no liability, by giving written notice to the Buyer.

8.- NON-COMPLIANCE.

Under no circumstances shall the Seller accept returns of goods without prior agreement with the Buyer. A period of thirty (30) days is set from the time the Supply has been received by the Buyer, for the latter to notify the Seller of its intention to make a return and the grounds for it, and, where appropriate, to arrange the procedure for return with the Seller. In any event, claims by the Buyer to the Seller must be made in writing and in an irrefutable manner.

Returns or shipments of goods to the Seller’s premises, whether for payment, replacement or repair shall always be made postage paid.

If the Buyer explicitly or implicitly announces that it does not wish to accept the purchased goods in whole or in part, the Buyer shall be obliged to pay compensation to the Seller for the metres that have already been manufactured and/or are in the process of being manufactured and/or are finished and at the Buyer’s disposal, at the value stipulated in the order confirmation document.

9.- APPROVAL – CERTIFICATION.

At the request of the Buyer or the end customer, the Seller can grant a standard certificate of conformity of its fabric issued by an officially recognised body that will allow the Buyer to have its product approved by the end customer. After using said Seller’s certificate, the Buyer is obliged to use the Seller’s fabrics necessary for the production. In the event that the Buyer does not use or only partially uses the Seller’s fabrics, it shall pay the costs of development and certification of the fabric concerned, which shall amount to 20 times the price of the certificate. This participation is established from the moment the Buyer has started to supply its end customer. The claim of such share of the costs in no way precludes the right of the Seller to take legal action against the Buyer for not recognising the Seller’s intellectual rights in the broadest sense with regard to the certified fabric.

10.- APPLICABLE LAW. SUBMISSION TO JURISDICTION AND COMPETENCE.

These Conditions shall be governed by and interpreted in accordance with Spanish law. The parties expressly waive any other jurisdiction that may apply to them and submit to the jurisdiction and competence of the Courts of Santander.

11.- LANGUAGE.

In the event of a dispute and the use of different languages, the original text in the Spanish language shall prevail.

12.- CERTIFICATIONS.

The Seller shall guarantee solely and exclusively those values registered in its technical specifications and/or official certificates, which may be updated without prior notice. Any certification and/or value guaranteed by the Buyer to its end customers shall always be under its own responsibility.

13.- CONFIDENTIALITY.

The Parties shall treat all documents, data, materials and information provided by one to the other confidentially and shall not disclose them to any third party or use them for any purpose other than the fulfilment and performance of the Supply, unless the other Party’s written consent has been given beforehand. The foregoing does not prevent the Seller from providing the name of the Buyer and the basic details of the Supply as part of its business references.