ROS DUCTING, S.L.U. has been included as a beneficiary of the European Regional Development Fund, whose objective is to achieve a more competitive business fabric. With the funds received, it has been able to develop an international online marketing plan. This action took place in the second half of 2017, with the support of the Spanish Chamber of Commerce’s Xpande Digital Programme.

1 General aspects, area of validity

1. Our general delivery and payment terms apply to companies as defined under Art. 1 of the Commercial Code (22/8/1885) and Law 7/1998 of 13 April. Entrepreneurs, in this sense, are any natural person or legal entity or incorporated business partnership with whom we enter into a business relationship and who acts in a corporate capacity or as a self-employed professional.
2. The following terms apply to all our offers and deliveries. They apply to all current and future business relations, even if they are not explicitly agreed upon.
3. The customer‘s purchase terms are not part of the contract. They are not accepted if, after receipt, we explicitly object to them. At the latest on receipt of the goods and the services supplied by us, our general delivery and payment terms are deemed as accepted. Varying agreements are only binding if we acknowledge them in writing.
4. The rights arising from this contract cannot be transferred to another party.

2 Guarantees of the contract

1. All our offers, whether made verbally or in writing, are subject to confirmation and are non-binding. They do not constitute an obligation to deliver. With the purchase order acknowledgement, the customer declares with binding effect that they want to place the order or to purchase the goods. We reserve the right to accept the contractual offer included in the order within two (2) weeks of receipt. The acceptance can be declared either in writing or through delivery to the customer of the goods. Our purchase order acknowledgement determines exclusively the scope of the contractually due service.
2. Conclusions of transactions through representatives are binding for the customer but shall only be valid with a written acknowledgment by us.
3. We reserve sole ownership and copyright to any documents which belong to the offer. Without our prior agreement, these documents may not be distributed to third parties. If the order is not placed, the documents have to be returned to us upon our request and destroyed. Prices of individual sales positions are only valid as part of the total offer. Drawings, illustrations, measurements, weights and other service data only have a binding effect if this is explicitly agreed in writing.
4. When the customer orders the goods electronically, we will immediately acknowledge the receipt of the order. The notification of order receipt is not yet an acceptance with binding effect of the order. The notification of order receipt can be combined with the notification of acceptance. If the customer orders the goods by electronic means, we save the contract text, and upon request, it will be sent by e-mail to the customer in addition to the present general delivery and payment terms.
5. We reserve the right to make changes of type of construction, material selection, specifications and design even after sending a notification of order acceptance provided that those modifications do not contradict the notification of order acceptance or the specifications of the customer. The customer will agree to the proposed modifications if they find them reasonable.

3 Tolerances

1. In order to fulfil the dimensional features of our products, tolerances apply. Unless we, as suppliers, explicitly state otherwise, we manufacture within our standard range tolerances.

4 Pricing

1. Our prices result from the notification of order acceptance. Our prices are in Euros per unit with the goods located in our warehouses in Sant Jaume de Llierca (Girona, Spain), excluding packing, shipping and other transportation costs, and tariff-free (foreign countries).
2. If between closing of contract and the delivery or service there is an increase in the prices of our suppliers,  our costs (e.g. freight, wages and raw material, etc.) or our taxes, or other new taxes are introduced, we are entitled to increase our price accordingly, except when the price is explicitly confirmed as a fixed price.
3. If we consider a request for a modification by a customer, we are entitled to charge the customer for the resulting extra costs.
4. The customer will be charged with value-added tax, pursuant to statutory regulations. Any increases in the value-added tax rate between the time of placing the order and delivery are borne by the customer.

5 Payment terms

1. Our deliveries are due for payment (without any deduction) within THIRTY (30) calendar days of receipt. After this stated payment period, the customer is in default.
2. Granting a discount needs a formal individual contract - and additionally as a further requirement – that by then all outstanding invoices are settled. For the discount calculation, the net invoice amount (after deduction of abatements, freight charges and other costs passed on to third parties) is decisive.
3. We are not obliged to accept bills of exchange, promissory notes, cheques or confirming. We accept bills of exchange only when subject to a discount option. Cheques, promissory notes and bills of exchange will be first credited after check encashment, and assignments of debt will be first credited after payment. Until then, the amount receivable and its payment due dates remain unchanged. No liability is accepted for prompt presentation  or protest. Protest and collection charges will be borne by the customer.
4. When applicable, we are entitled to impute payments first to earlier debts of a customer despite contrary terms of this customer.
5. The retention of payments or the offsetting of possible customer counterclaims - contested by us - will be not allowed.
6. In case of the customer‘s (debtor‘s) failure to comply with the terms of payment, all outstanding debts will become immediately due. The customer‘s payment default is subject to detention of the goods, pursuant to the stipulations of the following § 5.

6 Default and credit unworthiness

1. 1. After expiry of the agreed payment deadlines (default) or receipt of cheque, promissory note and/or bill of exchange protest, we are entitled to
   - withdraw from all contracts and demand damages due to the failure to fulfil obligations
   - exercise our retention of title and take possession of the goods delivered (cf. § 10 below)
   - demand collateral and use the collateral demanded
   - declare all unpaid accounts due and deliver only against prepayment
   - charge default interest, starting from the due date, in an amount of eight percent above the basic interest rate of the European Central Bank, plus entitlement to charge the accruing default interest of the current value-added tax
   - charge any further possible default damage after submitting appropriate evidence to the customer.
   
2. 2. In case of judicial enforcement or in case of filing a bankruptcy proceeding in regards of the assets of the customer, all rebates, bonuses and discounts granted on unpaid bills shall not be valid.

7 Delivery deadlines

1. 1. Received orders are only considered as accepted after issuance of our written notification of acknowledgement. The delivery dates and delivery times are just approximate times (and may be subject to previous outstanding non-payments). Delivery dates and delivery times, which can be stipulated with and without binding effect, have to be made in writing,
2. 2. Delivery times that are not part of a fixed delivery date start with the date of our notification of order acknowledgment. Delivery times and delivery dates are considered as fulfilled when the goods are shipped or when readiness for shipment is communicated within the deadline.
3. 3. Delivery times and delivery dates are extended for the length of the time for which the customer is in default towards us with this or other orders pursuant to their obligations, notwithstanding our other rights concerning the customer default.
4. 4. If we are the cause of the delivery delay, the customer may withdraw from the contract after an appropriate respite time has passed, set by the customer, or may request damages  if the damage involves gross negligence or intentional damage on our part. However, the customer is restricted to the extra costs for a substitute purchase. Further claims do not apply. Liability for minor negligence is particularly precluded. Liability limitation for minor negligence does not apply in case of injury to body or health attributable to us or loss of the customer‘s life.
5. 5. It is agreed that partial deliveries may be made, except when it is explicitly excluded in writing. For the payment of partial deliveries, § 4 of these general delivery and payment terms applies.

8 Shipping terms

1. The risk of accidental loss or accidental deterioration of the goods passes to the customer with delivery of the goods. In the event of shipment, with the delivery of the product it passes to the carrier or the haulier or any other person or agent in charge of carrying out the shipment. The shipping takes place mainly ex works – unless otherwise agreed.
2. If free delivery is agreed, the risks of accidental loss or accidental deterioration of the goods/item sold passes on with arrival of the vehicle in front of the delivery address, on the ground floor or at a spot which is reasonably accessible for the vehicle. Our customer is obliged to provide necessary equipment or  workers for unloading, in so far as this is technically possible.
3. The handover is the same if the customer is in default of acceptance.
4. If the goods are ready for shipment but the receipt or the shipment is delayed, and we are not the cause, the risks pass to the customer with receipt of the shipping readiness notification. Supplies ready for shipping have to be immediately accepted, at the latest within a period of five (5) weekdays after the notification date of shipment readiness. We are otherwise entitled to ship the goods as per our own criteria. If the shipment or transportation of the goods should be delayed for reasons not attributable to us, we are entitled but not obliged to store the goods at our own discretion at the expense and risk of the customer and under exclusion of our liability and to pass the resulting costs to the customer. We are also entitled to take appropriate measures for the preservation of the goods and to charge the goods as delivered.
5. Without specific shipping instructions, we select, to the best of our ability but without liability, the most affordable shipping method. We are entitled to purchase, at the expense of the customer, a transport and breakage insurance. Damage claims have to be notified within a period of two weeks. They must be confirmed in writing, and evidence of their nature and scope has to be provided. With handover of the goods to the carrier or haulier, this responsibility is passed on to the customer, at the latest with goods departure from the factory or the storage facility. This will be applied even if the delivery is made using our own vehicles.
6. Our delivered goods can be only returned free of transportation charges when they are in perfect condition or after our prior agreement. Voluntarily accepted returned goods will be credited, in accordance with their condition minus a share of costs of at least Fifty percent (50 %) of the value of the returned goods. The credit takes place after the goods have been received and inspected in our facility. A return of custom-made goods or goods supplied especially according to customer specifications is excluded.

9 Responsibility for defects

1. We provide a warranty for defective products including the lack of guaranteed quality, pursuant to the following requirements:
2. Our warranty refers to proper execution and usage of faultless materials. The warranty does not cover damage caused by natural wear and tear, excessive use and improper installation.
3. After receipt by the customer of goods delivery as specified in the contract, the allegation of defects, which are found during the delivery process as stipulated in the contract, is excluded.
4. We guarantee repair or replacement, at our discretion, for legitimate claims for defects.
5. If the subsequent performance fails, the customer can choose between a price reduction and cancellation of the contract. In the event of a minor contract violation, especially if it is a minor defect, the customer is not entitled to cancel the contract.
6. Customer claims require that they complied properly with their inspection and notification obligations, pursuant to the Spanish Commercial Code, and Legislative R.D. 1/2007 of 16 November,  especially Articles 128 to 146. The customer must accept the full burden of proof for all claim requirements, particularly for the defect as such, for the time of the defect detection and for the timely notification of the defect. The same also applies to claims regarding the quantities, dimensions and weight of the parts.
7. If the customer chooses a rescission of the contract - after failed subsequent performance – by reason of a legal or material deficiency, they are not entitled to a claim for damages due to defect. If the customer chooses to claim damages after a failed subsequent performance, the goods shall stay in the customer’s facilities, in so far as they deem this to be reasonable. The damages shall be limited to the difference between the purchase price and the value of the defective goods. This shall not apply if we caused the contract violation maliciously.
8. The warranty period is one year after delivery of the goods. This shall not apply when the customer did not notify us in a timely manner about the deficiency (cf. paragraph 6. of this provision).
9. With regard to the nature and characteristics of the goods, as a principle, only the product description of the manufacturer is agreed upon and takes effect. Public statements, promotions or advertisements of the manufacturer are not contractual statements on the essential characteristics of the goods.
10. If the customer receives a deficient assembly instruction or a deficient technical documentation, we are only obliged to supply an assembly instruction or technical documentation which is free of any deficiency, and only when the deficiency causes problems for proper assembly or the contractual usage of the part.
11. The customer does not receive legal guaranties from us. Manufacturer’s warranties remain unaffected.

10 Liability limitations

1. In the event of a breach of duty due to minor negligence, our liability is limited to the foreseeable, contractual and average direct damage according to the kind of material. This also applies to the breach of duty due to minor negligence by our legal representatives or intermediaries. We are not liable in case of violations of complementary contractual obligations due to minor negligence.
2. The above liability limitations do not apply to the customer claims for product liability. Liability limitations do not apply in case of non-attributable physical and health damage or the customer‘s loss of life.
3. The customer‘s claims for damages due to a defect expire three (3) years after delivery of the goods.

11 Export controls

1. Customers are obliged to ascertain, from the local authorities of the country in which they are resident, information on the conditions under which the ordered item must be imported. The product must be declared to the competent authorities and, if necessary, any accruing fees and charges must be paid. The customer must check the import options and possibilities of use of the products or services requested with the local authorities. The customer is further obliged to ensure that the technical characteristics specified by the manufacturer comply with the legal requirements of the country into which the products or services are going to be imported.
2. Before the export of goods in which ROS products are installed, the seller shall obtain all required export licences and shall not sell or pass on the products, whether directly or indirectly, to companies, persons or countries if this violates export control laws or regulations. The buyer shall not be entitled to return the goods.
3. The customer shall not be entitled to return the goods or to demand compensation if they are denied an export licence. We are not liable for any violation of the law on the part of the customer. The customer shall exempt us from any claims or other penalties against us arising from violation of export control laws in connection with the delivered items.

12 Retention of title

1. Pending the fulfilment of all accounts receivable (including the balance of the current account) to which we are entitled against the customer legally for any reasons now or in the future, we will be granted the guarantees regulated in the following paragraphs 2 through 9. At the customer’s request, we will assign the guarantees at our own discretion as long as their value does not exceed our accounts receivable by more than ten percent (10%).
2. The goods will remain our property, and the workmanship and processing shall always be conducted by us as the manufacturer but without our obligation. Should our (joint) ownership expire due to association or merger, it is agreed that the (joint) ownership of the object by the customer shall be transmitted proportionally with its value (invoice value).
3. The customer shall hold our (joint) property free of charge. Goods in relation to which we are entitled to (joint) ownership are described below as retained goods.
4. Our customer is entitled to process and sell retained goods in the course of appropriate business. The customer assigns the full amount of the accounts receivable at closure of the contract to us. This results from the re-sale, processing or any other legal reason (insurance, tort) of the retained goods (including all accounts receivable from the current account balance). We shall accept the assignment. None of our property rights (simple, expanded, extended open account title) shall expire, even if the goods, which were delivered by us, were purchased by another buyer, and as long as they did not pay us for the goods. This applies particularly to sales in the scope of affiliated companies.
5. We revocably authorize the customer to collect the accounts receivable assigned to us in their own name but for our account. We reserve the right to collect the accounts receivable ourselves if the customer does not properly keep up with their payment obligations, if they incur default or file a request for opening of a bankruptcy proceeding or if they cease payments. If this should be the case, we may demand that the customer notifies the assigned accounts receivable and all necessary information for collection purposes to us and that they hand over the corresponding documents to us and inform the debtor (third parties) about the transfer.
6. In case of access by third parties to the retained goods, the customer must make them aware of our property rights.
7. The customer shall also surrender to us - for the security of our accounts receivable – the guarantees to which they are entitled, in relation to a third party, which result from the connection of the goods to a property.
8. The customer is obliged to notify us immediately about third party access to the goods, especially in the event of a seizure as well in case of possible damage or destruction of the goods. If the third party is unable to pay the judicial and extrajudicial costs of legal proceedings, pursuant to Art. 394 LEC (Civil Procedure Act), the customer will be liable to pay for the loss incurred. The customer must notify us immediately in case of transfer of the good to another owner as well as any change of their own address.
9. In case of breach of contract by the customer – particularly default – we are authorized to take the retained goods back and to demand, if necessary, the surrender of claims by our customer against third parties. The removal as well as the seizure of the retained goods by us is not a rescission of the contract.
10. At our request, the customer is obliged to name its buyers to us, to inform them about the assignment, to inform us about the necessary data for entitlement of our rights against the buyers and to hand over the necessary documents. We are also entitled to notify the buyers of our customers about the assignment.
11. If we stipulate with the customer payments of the purchase price debt based on the check/promissory note/bill of exchange procedure, the retention of title clause also extends to the encashment of the bill of exchange accepted by us by the company and does not expire with the payment of the cheque received by us.
12. The customer is obliged to handle the goods with care. As far as maintenance and inspection work is necessary, the customer must exercise this on time and at their own expense. At our request at any  time, an inventory and sufficient identification of the retained goods  in the respective storage location should be made available to us.

13 Expiration

1. Our claims of compensation for delivery of moveable property to be manufactured and produced expire after five (5) years.

14 Final provisions

1. The transfer of rights and obligations of the customer from this contract to a third party needs our prior written consent.
2. Place of delivery and payment is Sant Jaume de Llierca (Girona, Spain).
3. The appropriate court corresponding to our company headquarters has the legal jurisdiction if the customer is a merchant, a legal identity under public law or assets under public law. The same shall apply if the customer has no general place of jurisdiction or if its location or habitual residency at the time of commencement of legal proceedings are not known. We are also entitled to file commencement for legal proceedings before a court which has jurisdiction over the location or branch of the plaintiff.
4. For these delivery and payment terms and all legal relationships between us and our customer, Spanish laws shall apply. The provisions of the CISG (United Nations Convention on Contracts for the International Sale of Goods) shall not apply.
5. The customer acknowledges that no rights of third parties shall be violated through its order.
6. If we provided a performance guarantee, the buyer or customer is not entitled to use it upon first demand. A claim for benefits shall follow only after and under submission of an appropriate arbitration award.
7. Should individual provisions of this contract with the customer, including these general delivery and payment terms, be or become totally or partially invalid, this shall not affect the validity of the remaining provisions. The provision which is invalid, whether in part or in its entirety, must be replaced by a provision whose economic effect will be as close as possible to the effect intended by the invalid provision.