1.- PRICE AND METHOD OF PAYMENT
1.1.- The Price indicated is exclusive of VAT, IGIC or any tax in general that may be incurred as a consequence of the present contract and will always be payable by the purchaser. The prices quoted by INPRO RESEARCH AND DEVELOPMENT S.L. (henceforward INPRO) on its tariffs, are Ex. Works prices. Any offers or quotes provided by INPRO staff will only be valid if they are in writing.
1.2.-. The offers and promotion campaigns will be subject to the special conditions as regards prices and quantities stipulated. The same will occur for offers relating to technical studies. Due to continuous developments in R&D, the data, drawings, measurements, photographs, technical information and other, edited, elements may be modified at any time. INPRO reserves the right to make these changes without prior notice.
1.3.- If, due to legal or regulatory changes dictated after the signing of the present contract, INPRO has to carry out any contractual amendments, or provide a new supply or new work, the cost of this shall be borne by the purchaser, thereby increasing the price of the present contract.
1.4.- Payment of the amounts due shall be made in cash, transfer, payment from an account or through banker’s cheques. If payment by instalments has been agreed through bills of exchange or promissory notes, the official stamp or duty incurred by these shall be borne by the purchaser. In any event, any cost originating from the payment method shall be borne by the Purchaser-Customer. Non-delivery of these effects at the stipulated time shall be considered to be non-compliance. Equally, if the purchaser fails to pay for any effect on the due date, this failure to pay will be considered to be non-compliance of payment obligations with all the consequences that are derived from this. In the event of non-payment, the costs of bank reimbursements, late payment interest, and claim costs shall be borne by the Purchaser-Customer.
1.5.- Until the purchaser has effectively paid the total agreed payment in full, the materials related to this contract will continue to be the exclusive property of INPRO, even when they are assembled or the installation has been completed. Consequently, the purchaser will not be able to transfer, charge or hand over any kind of ownership to the materials and installations until full payment has been made.
1.6.- Non-payment of any of the amounts due or non-delivery of the documents relating to the agreed payments attributable to the Purchaser-Customer, whether they are derived from the present contract or from any other subscribed to between the parties, will enable INPRO to immediately suspend, without the requirement of any prior communication, the manufacture and delivery of the materials, allowing them to remove any materials found at the works whether or not these have been installed.
1.7.- Equally, non-payment of any of the amounts due will enable INPRO to cancel the present contract and, in compensation of any damages, take possession of all the amounts that the Purchaser-Customer had received without it preventing INPRO from taking relevant actions if they consider that the aforementioned actions do not cover the total damages caused by the Purchaser-Customer’s breach of the contract.
2.-DELIVERY OF MATERIALS
2.1.-The Purchaser-Customer can choose between taking the materials from our warehouses using their own shipper, or that INPRO carries out the shipping to their installations or to those of a third party under the system of freight due (adding the relevant costs) with the Purchaser-Customer designating the transport company. Either of the two options should be confirmed beforehand by the Purchaser-Customer.
2.2.-INPRO also offers the possibility of shipping the materials through the freight due system. The transport costs will be added to the aforementioned price, without INPRO assuming any responsibility for the transport, whose cost and risk shall be borne by the Purchaser-Customer.
2.3.-Claims made by the Purchaser-Customer in relation to damage to the merchandise caused exclusively by shipping and handling shall be made by the Purchaser-Customer in writing to the reception by any reliable means in applicable Law, within the following 48 hours.
3.1.- INPRO guarantees the goods and materials in accordance with applicable Spanish legislation, and the term of the guarantee will commence from the date of purchase. Accessories and materials that have not been manufactured by INPRO will be subject to the guarantee of the original manufacturer.
3.2.- The guarantee does not include normal wear and tear of the goods components, defects arising from improper use or from neglect of the maintenance of the goods.
3.3.- For the Purchaser-Customer to exercise their rights under the guarantee, the goods and materials must have been correctly installed and maintained, adapted to the conditions of the installation and in accordance with the instructions contained in the User Manual and Product Use for the products. By virtue of making the purchase, the Purchaser-Customer states that they are aware of and accept these.
3.4.-Repairs under guarantee in the Purchaser-Customer’s installation will include the payment of the labour and transfer costs.
4.- CHANGES AND RETURNS
Returns can only be claimed as long as they do not exceed 10 calendar days from receipt of the good or product, and must be justified based on these three scenarios:
4.1. When the particular conditions of the project have changed compared to the initial conditions of purchase and it is a product manufactured by INPRO, the goods and materials sold must be returned to INPRO at its main office, in perfect condition (without use and in its original packaging), where they will be inspected by Inpro and in the event that it is in perfect condition, it will be paid at a reduction of 5% on the invoiced price, also including the transport costs incurred.
If the product were a product distributed and not manufactured by INPRO, the goods and materials sold must be returned to INPRO at its main office, in perfect condition (unused and in its original packaging), where they will be inspected by Inpro and in the case of that it is in perfect condition, it will be paid, discounting the costs incurred by the return to the manufacturer of the product on the invoiced price, also including the transport costs incurred.
4.2. When a wrong model / product or incorrect quantities of products manufactured by INPRO have been purchased. In this case, the goods and materials sold must be returned to INPRO at its main office, in perfect condition (unused and in its original packaging), where they will be inspected by Inpro and, if it is in perfect condition, it will proceed to Your payment reduced by 5% of the invoiced price, also including the transport costs incurred.
4.3. When a wrong model / product or incorrect quantities of products not manufactured by INPRO have been purchased. The goods and materials sold must be returned to INPRO at its main office, in perfect condition (unused and in its original packaging), where they will be inspected by Inpro and if it is in perfect condition, they will be credited discounting the costs incurred by the return to the manufacturer of the product over the invoiced price, also including the transport costs incurred.
In the event that the inspection of the product presents any incident, a demerit on the product will be passed to the customer, which will be reflected in the payment made.
5.1.- Should INPRO be unable to start, continue or complete the provision of contracted goods or products due to non-compliance of any of the customer’s obligations, INPRO could leave the contract in abeyance until a time when the conditions for executing the contract under the terms as planned are favourable. In this instance, the agreed instalments for the provision of goods and products will lapse and will be substituted by new ones determined by INPRO in accordance with the advice provided by their general planning for production and installation.
5.2.- In the event that INPRO chooses to terminate the contract due to non-compliance of the purchaser’s obligations, in compensation of any damages, they will take possession of all the amounts that the Purchaser-Customer had received, without this preventing them from taking relevant action, should they consider that the above actions do not cover the total damages caused by the Purchaser-Customer’s non-compliance of the contract.
5.3.- A request for bankruptcy proceedings by the Purchaser-Customer, or their insolvency, whether declared or actual, will have the same effect in relation to the Purchaser-Customer’s obligations to the present contract as non-payment or non-compliance. Consequently, and in these cases, INPRO will be able to terminate the contract or suspend the execution of its obligations within the terms and with the consequences outlined in the previous points.
6.1.-Both parties expressly waive the jurisdiction they are entitled to for all matters relating to this contract and submit themselves to Spanish legislation and to the courts of the Capital of Madrid.