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SALES TERMS AND CONDITIONS

GENERAL

  • These General Conditions of Sale will apply to all offers of sale made by LANGA INDUSTRIAL S.A. (KNOWN FROM HERE AS THE SELLER) to those contracts or orders that have been accepted by the Client prevailing against the general conditions of sale of the aforementioned customer.
  • The clauses included herein are considered the General Conditions of Sale of Langa Industrial S.A. which means that the Client fully accepts their inclusion in the offer or contract.
  • These conditions shall not apply to contracts whose sole purpose is to make LANGA INDUSTRIAL S.A. a service provider.

ORDERS AND OFFERS

  • In formation about prices, quantities available or delivery terms that the Seller sends, be considered as a simple invitation to the Customer to place orders subject to the seller's approval.Orders placed in response to the sending of such information or an approval shall not give rise to a direct contract; this will only take place when the Seller has accepted the offer.
  • These offers shall be valid for 30 days from the same date on which the buyer receives the offer unless; a different written arrangement is stipulated.
  • The Customer must send the orders in writing and have them duly signed. Each order must contain a clear acceptance of the offer and these General Conditions of Sale, through:
    • A returned document/letter etc. duly signed and stamped.
    • A description, reference number and quantity of the product desired in the offer, including a place and date of delivery, address and tax number for billing purposes, and the same included in the order number and the reference number of the product that appears in the offer.
  • Acceptance of the order by the Customer shall only take place at the time of receipt of such order by the Seller within the valid terms of the offer and with the requirements hereby underlined above.
  • Any variation or correction that may arise from the Customer's existing orders must be subject to written confirmation by the Seller in order to make these valid changes. The contract will be detailed and prepared at the place where the offer is issued, which is the seller's address business.
  • The Seller reserves the right to make changes in the manufacture of the product, always in accordance with the description of the offer and in accordance with the functions described in said offer. 7. Cancellation of the order.
    • A cancellation fee of 25% will be charged in case of request for cancellation of the order by the buyer within 30 days of the confirmation of the order by Langa.
    • Manufacturing costs will be charged in the event of a request for cancellation of the order by the buyer after 30 days after confirmation of the order by Langa prior to delivery of the goods.
    • Once the goods are ready for shipment the value of the cancellation will be equivalent to the amount of the order

TERMS AND CONDITIONS OF DELIVERY

  • The delivery date will always be included in the order and may not be modified without written grievance between the Seller and the Customer. The acceptance of the order by the Seller means the affirmation of compliance with the final date of delivery. If any circumstance were to delay the delivery time of the order the Seller will communicate it in writing to the buyer, trying to avoid any significant delay in the delivery time.
  • Seller shall notify the buyer that the product is ready to be delivered by means of an available document. The Customer will have 5 days’ notice to pick up the goods if the sale has in the correct factory conditions. From the fifth day onwards if the Customer has not withdrawn the merchandise an increase in cost at a rate of 0.5% (weekly) will be applied to the sale price.

FORCE MAJEURE

  • In case the delivery has been interrupted by an act of God, the Seller is not responsible, due to unforeseen circumstances such as (war, riots, acts of sabotage, natural disasters, explosions, fires, destruction of machinery, boycott, strikes, etc.). We will also consider force majeure when there are delays or breaches with subcontracted agents. In these cases, the Seller must notify the buyer in writing of the suspension of the contract and if this lasts more than four consecutive weeks any of the parties involved can resolve this, by means of a document, without losing the right of the Seller to change the price of the part of machinery that would have been carried out before the suspension of the contract.
  • The conditions of sale, by default, are EXW (factory). The price does not include packing costs, sending, loading, insurance, taxes or any other costs incurred with delivery unless otherwise specified, except whereby conditions of sale are stipulated and detailed in the contract. The Incoterms 2010 will be applied.
  • The Seller is able to carry out partial deliveries and bill these separately. Said partial deliveries do not exempt the Client from fulfilling its obligation in accepting the rest of the order.

LIMITATIONS OF RESPONSIBILITY

  • The responsibility of the Seller will remain limited to the conditions stipulated in the contract and within a correct usage of the machinery.The Seller will not be responsible for any kind of indirect damages (including stoppage in production) nor economic losses that the Client or other third parties could suffer as a result of these acts, or damaging acts committed by its employees or representatives concerning the contract or merchandise. The responsibility of the Seller will remain limited to the price of the equipment quoted in the claims receivde, whether they are in the contract or out of contract.
  • The Seller will not be responsible for any damages the Client may suffer in acts committed by employees and representatives regarding the contract or merchandise, when these exceed the purchasing price of the faulty merchandise
  • The technical assessment given by the Seller regarding the merchandise does not free the Client from its obligation to test-run the merchandise provided by the Seller in order to determine its suitability to the processes and usage they were intended for.

ACCEPTANCE OF THE PRODUCT AND TESTING

  • The test-runs must be clearly detailed in the order. The buyer cannot claim against results or applications of the product when they differ from those stipulated in the order.
  • The Client acknowledges and accepts the expenses incurred in these test-runs. The product will be considered as approved if there are no faults that affect its correct functioning, or if the appropriate tests cannot be carried out for reasons not attributable to the Seller, or if the Client has started-up the product by its own means. The damages incurred to the product(s) of the Client during the trial-period that are not the responsibility of the Seller, will be covered by the Client.
  • The Seller reserves the right to use the material obtained in the test-runs as in its use of publicity, brochures and other means always when there is not an agreement that expresses the opposite.

RISK OF TRANSMISSION

  • The risk of loss or damage to the products shall occur in accordance with the INCOTERM part underlined in the contract, and instead the INCOTERM EX WORKS (INCOTERMS 2010) if necessary.
  • In sales within Spain.
    • If the contract includes carriage, the risk of transmission will occur when delivery is made by the first carrier.
    • In all other cases, the risk of transmission will occur from the disposition of the Buyer.

PRICE AND PAYMENT TERMS

  • The payment terms will be agreed with the Customer, through a confirmation letter or bank transfer to be paid in the account number given by the customer in an estimate or invoice and this payment will be made in euros, unless other currencies are accepted in the offer. Any bank charges that may arise when ordering this payment are made by the Customer.
  • The maximum period for payment shall be 30 days from the day of delivery of the goods. In the case where the Client is a Construction Company and whose ultimate objective is to represent the Public Administration, then the maximum term for payment will be 60 days.
  • The Seller reserves the right to delay the delivery of the goods or cancel any order in the event of a breach of contract in terms of payment with the Customer and the Customer until the amount or amounts due are satisfied.
  • When there is a delay in payment, the amount or amounts owed will bear an interest without notification of 3% at the Euribor rate from the date on which the invoice was issued.

CONCERNING OBJECT OF SALE, PLANS AND TECHNICAL DATA

  • The technical data described in the offer, the reports and manuals of the product to be sold are all considered part of the contract and will be involved in the terms of the contract.
  • The detailed information in the manuals is considered up to date from the time the goods are delivered. Any revision of the contents of the manuals after the date of delivery of the goods shall have no bearing on the Seller's previous sales information.
  • The buyer has the right to request confidentiality about those procedures whose innovation recognized by both parties, this is reflected in the writing as confidential material.

RESPONSIBILITY OF THE CLIENT

  • It is the responsibility of the Customer to provide the correct environment for the products to be electricity, pneumatic conditions and anything else necessary for the proper use of the product that is the subject of the sale, before preparing the offer.
  • It is the responsibility of the Customer to inform about the expected use of the product and to be detailed in the contract (before preparing the offer).
  • The Customer, after having been previously informed by the Seller, has the obligation to make available and provide, in due time and at no additional cost, the parts necessary to establish and start up the equipment. The customer must ensure that the personnel authorized to operate the equipment (cranes, loaders, etc.) are available at the time of configuration and commissioning.
  • The Seller is not responsible for damages caused by a defective mechanism or by the Staff. If the customer does not comply with his contractual obligation during the installation period and start-up process, or if only a part of this is fulfilled, then he must pay all costs delay.

DOMAIN RIGHT

  • The Seller reserves the right of ownership of all products mentioned in the contract until payment is made by the buyer.
  • The transfer of risk to the buyer does not imply ownership.
  • The buyer has the obligation to exercise all necessary actions to maintain its rights against and may not sell the goods acquired until a full payment is made, it must remain in its possession and at the disposal of the Seller, whenever requested.
  • Non-payment on behalf of the buyer shall entail breach of contract, with losses incurred in the amount paid up to that point, if any, in compensation for damages.

CONFIDENTIALITY

  • Both parties involved will procure that all information and supporting documents become confidential when these are provided after confirming an order, thus not leaking these out to a third party unless a previous written agreement by the other party has been signed.

CESSION

  • The Client will not be able to hand over, place a tax on or transfer to other parties any aspects of the contract, neither rights nor obligations that may arise, without a written consent given by the Seller.

RELINQUISHING RIGHTS

  • The rights of the Seller concerning the contract will not be relinquished due to any postponement or any other type of indulgence, or by not being able to exercise the appropiate actions because of these.

PARTIAL NULLITY

  • The nullity of some of the general conditions here included and declared by appropiate tribunal will not implicate the nullity nor affect the validity of the remaining general conditions that are valid.

NON-SATISFACTION

  • In event of non-satisfaction with the product due to a variation in the product described in the offer, it is seller's responsibility to resolve this situation of non- satisfaction by providing/supplying the correct product in accordance with the terms of the offer agreed with the buyer.
  • Specific applications not described in the offer shall not be considered unsatisfactory. If the Customer is dissatisfied with the product a written document must be sent to the Seller within one week of receiving the product or when the fault has been detected by an official inspection and therefore does not comply with the correct specification of the product.
  • Repairs under warranty may not have any additional period, except those parts renewed or replaced and whose warranty clause will be the same as the one mentioned above. In the event that part or parts of the product supplied by a third party, the warranty will be limited to the conditions they have with the Seller.
  • With the products made under certain specifications, models or drawings provided by the Customer, the Seller will respond and accept that they are carried out in accordance with these and not to their technical capacity, making them not subject to guarantees when in these conditions.

GUARANTEE

The warranty remains totally limited in accordance with the following conditions.

  • The terms of the product warranty are 12 months from the date of delivery.
  • The guarantee of the right to replace or repair any part or component that may be damaged in accordance with the exclusive judgment of the Technical Assistance Department of the Seller.
    The warranty does not fully cover:
    • Parts and components subject to a short life, as well as normal wear and tear from the use of the equipment.
    • Verifications, checking/adjusting, sending and forwarding of damaged parts already repaired, or indirect result of the equipment shutdown.
    • Working time of any technical assistance department staff.
    • Travel,accommodation and care expenses of any Langa industrial personnel necessary to verify these faults, repairs or replace any parts.
    • Transport of the equipment to and from the Langa Industrial factory for repair, failure analysis or any modifications requested by the Customer.
  • Such work carried out under guarantee is not considered to be an extension thereof. Langa Industrial will do this guarantee the non-validity and does not accept any responsibility under any of the following conditions.
    • When the equipment has not undergone any modification outside the specifications made by Langa Industrial for which original parts not authorized by Langa Industrial have been used.
    • When the maintenance of the equipment has not been properly carried out, nor have parts or products approved by Langa Industrial been replaced.
    • When the components have been repaired or modified by personnel outside the help desk.
    • When development,use and test runs have not been carried out in accordance with the instructions and rules stipulated by Langa Industrial in the operations and maintenance manual provided.
    • When the breakdown is caused by an accident.
    • When the equipment has been overloaded with work or in the event that the breakdown is caused by malfunctions.
  • The weight, load, speed and rest of the (analog) data given by our technical service is understood to be only as an indicator and therefore Langa Industrial accepts no responsibility for any possible these.
  • Seller assumes no responsibility for warranty not detailed here in and is not liable for any indirect damages caused.

DATA PROTECTION

  • In compliance with LOPD 15/99 we inform you that all personal and contact details are introduced into a client/contact databank to serve as a contact database of people related to our company and to carry out informative and prospective commercial tasks of the company.You will have access to these, being able to rectify, cancel or legally protest by means of a written document to LANGA INDUSTRIAL S.A. Ref. DATA PROTECTION,C/ Dehesa de Mari Martin, 31 Pol.Ind. Alparrache (Parc.82) 28600 Navalcarnero (Madrid). We would be grateful if you could send us, as soon as possible, any modification that may occur in your personal data.

JURISDICTION AND LAWS APPLICABLE

  • The contract is governed and interpreted by Spanish Law, subjecting the Client to renounce expressly going to the courts of justice in Madrid, the Capital of Spain. The Vienna Convention of 1980 will not be applicable to contracts of International buying and selling of commodities nor any other convention that may substitute it.
  • Without prejudice to the previous point, the Seller reserves the right to present itself at any court of Justice in the country of the Client to claim any amount(s) owed.