1. SCOPE OF APPLICATION
These sales terms (the “Sales Terms”) will apply in all purchase-sales of our products (the “Products”) between MANUFACTURAS GRE, S.A., with business address at Belako Industrialdea, Aritz Bidea, 57, 48100, Mungia (Vizcaya), with CIF A-48067383 (the “Company”) and the buying party (the “Buyer”) in the national peninsular, Canary Islands and Balearic Islands (the “Territory”). The buyer acquires the Products only subject to these Sales Conditions. Any other terms and conditions different to these Sales Conditions will not have any effect, unless by written acceptance signed by both parties. When making any order (the “Order/s”), the Buyer declare having previously read and accepted these Sales Conditions. Likewise, the Buyer recognises and accepts that the Sales Conditions will be a complete part of the contractual relationship with the Company, being understood as voluntarily and without reserves, expressly accepted by the Buyer with the signature and/or request of any order, or any other documents, agreements that are formalised between the parties or, if the contractual relationship is not formalised in writing, because the Company has facilitated a copy of the same to the Buyer and this latter does not manifest its opposition within the period of thirty (30) days.
The Company reserves the authority to modify the Sales Terms, making the updated Sales Terms in force at any time, available to the Buyer. The parties agree that the Sales Terms modified by the first party for the Company, will become and inseparable part of the contractual relationship between them, being understood as voluntarily and without reserves, expressly accepted by the Buyer, if after thirty (30) days since these being released by the Company, the Buyer has not declared, in writing, its opposition.
Any contracting conditions or policies of the Buyer are expressly excluded by application of these Sales Terms. Likewise, these Sales Terms replace all other contracts or agreements, written or verbal, formalised between the parties before subscribing the Sales Terms related to the object of the same, which will no longer be in force or effective from the date of its acceptance.
The Company can, at its entire discretion, accept and/or reject any Order received from the Buyer. The company reserves the possibility the expand, modifying and/or suspend of its Product catalogue, the characteristics of the same or even interrupting, replacing, or removing any from the catalogue, at any time. The Buyer declares being aware of this circumstance and how that can affect the modification of Orders. The purchase-sale is understood to be perfect from the moment of acceptance of the Order by means of written notification from the Company to the Buyer.
To avoid any errors and improve processing, the Orders must be sent by in writing to our Client Assistance Service (“CAS”), by means of email@example.com or through our website https://pro.grepool.com/gre_es/.
Related to certain Product categories, the Company reserves the right to prohibit re-selling via third party platforms.
3. COMMERCIAL CONDITIONS
Unless written agreement otherwise, our prices are understood to be “Free at agreed address” (DDP - Incoterms 2020), including packages, while all taxes, custom fees and costs are the responsibility of the Seller.
The tariffs in force at the moment of reception of the Order according to the valid Company catalogue or the individual agreement reached by the parties for any specific order will be applicable. Nevertheless, the Company reserves the right to discreetly revise the price at all times. All the prices will be considered as net, in Euros and without any deductions.
The Company reserves the right to modify the conditions annually agreed with the Buyer due to internal Company policy. In that case, the Company will contact the Buyer to notify about the mentioned change.
4.TRANSPORT AND FREIGHT COST
The Products will always travel at the risk and responsibility of the Buyer, even those that are considered as freight paid. Any supplementary cost not foreseen in our tariffs (maritime packaging, special unloading methods, deliveries as luggage, air freight, etc.) will always be on the account and responsibility of the Buyer. A special transport price which will always be the responsibility and expense of the Buyer must be obtained for any delivery of Products outside of the Territory.
The following legislation will apply to all that not established in this clause:
• For domestic or national transport: that disposed in Law 15/2009 of 11th November regarding Contract for Land Transport of Goods, in Law 16/1987 of 30th June, regarding Land Transport Ordinance and its Regulation and any other applicable state legislation.
• That disposed in the Geneva Convention of 19th May 1965 regulating the international goods land transport contract (CMR).
Unless agreed otherwise in writing, the release date of the goods from our warehouses will always be the date and place of delivery (DDP – Incoterms 2020). Delivery of all orders will be within 5 to 9 business days after acceptance by the Company, in the case of exports, always when there is enough stock to allow this. In default, we will confirm delivery time as soon as possible.
Non-compliance of the delivery date due to causes not controllable by the Company, those included for example but without limitation, delays due to involuntary contingencies or outside of Company control and/or force majeure or when the Buyer has not respected all or part of its obligations, will not authorise the Buyer to cancel the Order or to demand any indemnity or compensation, the Buyer expressly waiving the making of any claim.
The Company is committed to delivering the Product in perfect condition at the address where the Buyer is located (business address) and/or any of its delegations, being at all times situated in the Territory. The Buyer must indicate an address where the Order can be delivered during normal business hours to optimise the delivery.
The Company will not be responsible for delivery errors caused when the address introduced by the Buyer on the Order form does not correspond to reality, or any data has been omitted.
The Buyer is notified that possibly any single order can be divided into several deliveries.
Unless agreed otherwise in writing, the release date of the goods from our warehouses will always be the date and place of delivery (Ex Works).
The Buyer must check the condition of Product in the presence of the transporter making the delivery of the Order and must indicate on the (“Delivery Note”) any abnormality it may detect in the packaging. In the case of any incident when receiving the Products this must be notified on the delivery note from the Transporter and communicated to our CAS within the maximum period of twenty-four (24) hours to make the corresponding claim.
Nevertheless, and if later, after opening and reviewing the Product, the Buyer detects any incident like impacts, breakages, indication of having been opened or any other defect caused by and due to delivery, this must be communicated to the Company within the period of four (4) business days after delivery of the Products. The delivery note number must be communicated, to make any return of the Product.
It is understood that the Buyer accepts deliveries in the following cases: (i) express acceptance by the Buyer; (ii) lack of indication by the Buyer about acceptance within the previously mentioned period; (iii) resale or distribution of the Products.
The Company guarantees that the Products do not have any lack of conformity at the moment of delivery. The general guarantee is for two (2) years after the delivery date according to that established by Royal Legislative Decree 1/2007 of 16th November pursuant to which the Re-written Text of the General Law for the defence of Consumers and Users complementary laws are approved.
For all other products not contemplated by the scope of application of this Law, there is a specific product guarantee and applicable to each one, according to that indicated by the corresponding guarantee card or certificated or other official documentation from the Company.
The Buyer must justify the date of acquisition and reception of the Product for the effectiveness of this guarantee. Likewise, the Buyer must strictly follow the indications of the manufacturer included in the documentation accompanying the Product when these are applicable, according to the range and model of the Product.
No guarantee is provided regarding normal wear and tear of the products.
Consumable/fungible products, for example without any limits: bulbs, seals, batteries, etc., are totally excluded from this guarantee being subject, in each case, to that disposed in the documentation accompanying the mentioned consumable/fungible product.
Any parts replaced or repaired pursuant to this guarantee will not extend the original guarantee period of the Product, although having its own guarantee.
The guarantee does not cover those cases in which the product: (i) has been incorrectly used or stored; (ii) has been installed, maintained, repaired or manipulated incorrectly or by unauthorised person/s; (iii) has been repaired or maintained with non-original parts or (iv) has been incorrectly installed or started.
This guarantee will not apply to apparent vices for which any claim must be made by the Buyer within four (4) days after delivery of the Products as indicated above, in clause 5.
In the case that the Buyer re-sells the Products outside of Spanish territory, the procedure for claims against the guarantee is subject to the internal group policies, to the different availabilities of technical service and to the applicable imperative regulation in each case, to that effect, the buyer should contact with the company a via the procedures indicated in the section in clause 8.
Unless otherwise agreed in writing, all payments will be cash, at release of the Product from the Company warehouse. According to that established in clause 3, the expenses, rates, and taxes applicable when receiving the Order or after the same are responsibility of the Buyer.
Delay in payment or in the acceptance of bills for payment, will originate a 2% monthly interest after maturity, without the need of notifications or requirements to the Buyer. Any modification in the form and/or in the maturity date of the payment must be authorised in writing by Company.
Likewise, the Buyer will reimburse Company, for damages and harm, among others, banking commissions and legal costs, derived from the return, protest or reclamation of unpaid bills.
8. RETURNS, REPAIRS AND CLAIMS
Return of products in good condition and/or conformity
Notwithstanding that indicated below related to defective or non-conformity Products, all Products can be returned and reimbursed, always when the Buyer complies with the conditions detailed below.
In such cases, the delivery and return costs will be previously notified to the Buyer and will be his responsibility.
To do that, the Buyer must communicate to the Company its intention of returning the Product/s within the maximum period of one (1) month counting from the delivery date, always when complying with the following conditions:
1.Indicate the Delivery Note number.
2.The product must be returned in the same condition as when it was delivered and must have the same original labelling.
3.The return will be made by using the same packaging with which the delivery was made or in default, similar format that guarantees the return in perfect condition.
4.Contact using our contact form of this website, https://www.grepool.com/post-venta, where a claim number is provided, with which the Buyer can monitor the status of the return by any of the following methods:
• Delivery of the Product by the Buyer freight paid to our nearest delegation or to our headquarters located at MANUFACTURAS GRE, Belako Industrialdea, Aritz Bidea, 57, 48100, Mungia (Vizcaya).
• Collection of the product by the Company from the installations of the Buyer, applying a charge for transport according to each case.
Returns will not be admitted after one (1) month has passed since the date of the Delivery Note until the date of opening the claim. If by commercial decision any return is accepted that is not within this period, a 10% devaluation cost will be applied. No return will be accepted in any case of any Product after three (3) months after the delivery date.
No returns of customised or made to measure jobs or products that adapt to the characteristics, designs and projects as requested by the Buyer will be accepted.
Likewise, discontinued Products are not subject to returns.
Return of defective or non-conformity Products.
(i) For any Products which is not under guarantee:
In the case of return of Products attributable to the Company (Defective Product or one which does not conform with that requested), the Company will assume transport and freight costs.
The return of these Products must be in optimal conditions for transport, and in the same assembly conditions in which they were delivered.
(ii) For any Products that are NOT under guarantee:
For Products which are not under guarantee, we will proceed the say as in the previous case, sending the corresponding estimate for approval and later repair. The estimate will be valid for twenty-five (25) calendar days from the date of issue.
Notwithstanding any other actions that may correspond, the Company, it reserves the right to resolve or cancel in full right any operation in the case of noncompliance of these terms of Sale, as well as in the case of non-payment by the Buyer, delay in payment of previous supplies, as well as if executive procedures are taken against the Buyer or declared in bankruptcy.
In the case of resolution or cancellation by the Buyer of any Order without previous agreement by the Company, the Buyer will pay the Company an indemnity equivalent to 20% of the Product value affected by the resolution or cancellation, notwithstanding that the Company can also demand the harm and damages by the mentioned cancellation.
10. INTELLECTUAL AND INDUSTRIAL PROPERTY
The Company is the owner of its industrial and intellectual property rights, which are for example but not limited to the following: patents, brands, logos, symbols, commercial names, photographs, drawings, presentations, etc. (herein, the “Industrial and Intellectual Property Rights”).).
The Buyer expressly recognises the ownership of these rights and accepts to not acquire any Right of Intellectual and Industrial Property derived from the contractual relationship between both parties, being obliged to respect them, as well as not revendicating in any way, contradicting, limiting, registering or conditioning the Company rights.
All information revealed for the effects of the commercial relationship contractual by either of the parties, will be the property of each of the same, and no licence or similar can be considered as derived from the interchange of information between the parties. The ownership of the Industrial and Intellectual Property Rights will correspond to the party that has originated them. Neither of the parties can, in any case, start a request for registration to protect the Intellectual or Industrial Property Rights that may arise derived from the information facilitated by the other party.
Likewise, by means of these Sales Conditions, the Buyer is committed and accepts to NOT REQUEST the registry of any Name of Domain that totally or partially includes reference to the brands owned by the Company and/or the Group Fluidra. This commitment is acquired for all countries in which the Company and/or the Group Fluidra has registered brands pursuant to the legislation in force. Likewise, the Buyer expressly waives all the rights that could derive form the use of brands of the Company and/or Group Fluidra.
In the case that the Buyer infringes this clause, the Company reserves the right to unilaterally finalise these Sales Conditions, as well as the right for starting all those pertinent legal actions.
11. CONFIDENTIALITY AND DATA PROTECTION
The buyer is obliged to maintain secrecy of the confidential information received as such from of the Company or from its representatives, being committed to impede divulgation of the confidential information and making use of the same complying with that agreed to that effect.
We notify you that your personal data will be treated by FLUIDRA, SA with business address at Avda. Francesc Macià 60, floor 20, 08208 Sabadell and NIF A-17728593 and by MANUFACTURAS GRE, S.A. With business address at Belako Industrialdea, Aritz Bidea, 57, 48100, Mungia (Vizcaya), and NIF A-48067383 (herein, “those Responsible for the Treatment”).
The data will be treated with the aim of processing the purchase of the Products.
The legitimate basis for the treatment is the execution of the obligations derived from the purchase contract of the Products commercialised by MANUFACTURAS GRE of the Group Fluidra companies.
Your data will not be granted, sold, leased, or made available in any other way th any third party, except to those suppliers of services to those Responsible for the Treatment, that perform certain activities for those Responsible for the Treatment, but in the data will never be treated for their own aims. Some of these providers may be outside of the European Union, as indicated below.
For the handling, as a company with international projection, has international suppliers that can provide its services from outside of the EU, therefore your data may be handled outside of the European Union or the European Economic Area.
In any case, Responsible for Treatment will assure that the mentioned treatment of data is always protected with the opportune guarantees, that may include:
- Standard Clauses approved by the EU: These are contracts approved by European regulator and provide enough guarantee that the treatment complies with the requirements established by the European Regulation for Data Protection.
- Certifications of third parties: For example, the Privacy Shield, framework agreement between the EU and the United States that establishes a standardised framework for the treatment of data according to the European Data Protection Regulation.
All the data you provide to us will be treated as long as necessary to resolve your request or consultation.
After the period initiated in this section finishes, FOR THE HANDLING will maintain your data duly anonymised with statistical aims or for market studies, as long as possible, or duly blocked to comply with any legal obligation of the company.
At any time, you may revoke your consent to any of the previously indicated treatment.
Likewise, you may exercise your rights of access, rectification, suppression, opposition, limitation, or portability by means of written communication addressed to the address FLUIDRA, S.A., Avda. Francesc Macià 60, 20th floor, 08208, Sabadell (Barcelona), with the reference “Personal Data General Sales Conditions”, or via email to firstname.lastname@example.org.
If you have any doubt about how we treat your personal data, or any other question related to this matter, you may contact our Data Protection Delegate, at Avda. Francesc Macià 60, 20th floor, 08208 Sabadell (Barcelona), with reference to the attention of the “Data Protection Delegate”, or via email to email@example.com
12. RESERVE OF DOMAIN
The Company reserves property of the Products sold until the Buyer has fully satisfied payment of the price and, at any time during this period, it could fully or partially from the facilities of the former.
The Company will not be responsible for indirect, special, or incidental data that may arise as a consequence of supplying the Products, for example but not limited to, any loss production, any loss of profit, any loss of income, any loss of commercial opportunity, or real or anticipated benefits, reputation, or commercial positioning harm of the Buyer. Total responsibility of the Company derived from the supply for any concept of any type will be limited to the value of the supply of the Product that has caused the claim.
14. SANCTIONS, ANTI-CORRUPTION AND ANTI-BRIBERY POLICY
TThe Company declares it complies and will comply with the applicable legislation regarding international economic sanctions, specifically, the sanctions regimes imposed by the United States, the European Union, and the United Nations. To that effect, the Company declares being subject to the Group Fluidra Sanctions Policy and its personnel will follow the indications facilitated by the Company in the matter of sanctions policy.
Due to the above, the Company cannot make any transactions in countries with comprehensive sanctions (as indicated in the Group Fluidra Sanctions Policy) and will conduct the strengthened diligence controls indicated in the Sanctions Policy to make transactions in countries subject to sanctions (“countries with selective sanctions & high-risk countries”).
Due to application of the indicated policy, the Company reserves the right to reject any Order, for a supply of materials, projects, services, etc., which, at its own criteria, could involve non-compliance of the same.
Likewise, and applying the principle of zero tolerance in corruption and bribery, the Company will not tolerate performing or maintaining any type of relation, either internal or with third parties, either individuals or public entities, that could involve non-compliance of the mentioned regulation. Likewise, when the local regulation is stricter or more restrictive than the regulation applicable to the Company, with the entity having its address and being subject to the laws of Spain, locally the more restrictive regulation will be applicable.
The fact that part of Sales Terms agreed by the parties can become null or void, will not affect the validity of the rest of the contractual relationship between the parties.
16. JURISDICTION AND APPLICABLE LAW
Any litigation between the parties will be subject to the jurisdiction and exclusive authority of the Courts in the city of Sabadell (Spain). These Sales Conditions will be governed by the Spanish law.
If these Sales Conditions is translated into foreign languages, the parties agree that this version written in Spanish will prevail over all other translated versions.