PURPOSE AND SCOPE OF APPLICATION
1.1. These General Conditions of Sale (hereinafter the “General Conditions”) will govern the contractual relations between EXIOM SOLUTION S.A. and its customers, derived from the sales of PHOTOVOLTAIC or similar products and services (hereinafter, the “Product” or “Products”) that EXIOM SOLUTION S.A. make to the Client for the orders that he / she makes and that EXIOM SOLUTION S.A. accept.
1.2. The Client acknowledges that he accepts, without reservation, these General Conditions when placing an order for Products, having prior knowledge of their content, for having provided EXIOM SOLUTION S.A. the pertinent information, in addition to the General Conditions published on the company’s website https://www.exiomsolution.com.
1.3. The General Conditions exclude the application of any other own Purchase Conditions that the Customer may have.
1.4. Orders for the sale of Products will be governed by these General Conditions, which will be completed, where appropriate, by the Particular Conditions that EXIOM SOLUTION S.A. may agree to and the Client. Said particular conditions will prevail over the General Conditions when EXIOM SOLUTION S.A. has expressly accepted them in writing.
1.5. The technical sheets of the products offered by EXIOM SOLUTION S.A. They are informative, and there may be slight deviations in some parameter. In case of need on the part of the Client in the confirmation of any data, he must contact EXIOM SOLUTION S.A.
2.1. The Client will send EXIOM SOLUTION S.A. Orders for Products in writing (email), specifying the class of Products, reference, quantity (in the case of “closed” orders) and the interested delivery date.
2.2. The order must be accepted by EXIOM SOLUTION S.A. so that the agreement of sale of the Products is understood as binding.
Once an order has been accepted by EXIOM SOLUTION S.A. The Client will not be able to make total or partial cancellations of the same unless it reaches an express agreement with EXIOM SOLUTION S.A.
When for reasons beyond EXIOM SOLUTION S.A. The client decides unilaterally to cancel an order, those amounts charged as an advance will not be returned and will be considered compensation for the damages derived from said cancellation.
2.3. The order will be considered “closed” when the Client specifies the specific quantity of Products that EXIOM SOLUTION S.A. will have to deliver to fulfill the order, as well as the estimated date for delivery.
2.4. EXIOM SOLUTION S.A. has no obligation to accept any order and, therefore, reserves the right to reject it, without any liability arising from or implying any responsibility for it.
3.1. The delivery times for Product orders shall be understood to be set as an estimate or approximate, and in no case of essential compliance. Therefore, EXIOM SOLUTION S.A. will not be liable to the Customer for any delays in the delivery of the Products unless it has been agreed.
3.2. In any case, EXIOM SOLUTION S.A. will endeavor to meet and supply orders for Products within the terms agreed with the Client, provided that its resources and production capacities allow it. In the same way, EXIOM SOLUTION S.A. may make partial deliveries of the order, each partial delivery accruing the corresponding payment obligation at the Customer’s expense.
3.3. EXIOM SOLUTION S.A. will deliver the Products according to the Incoterms 2020 rules in force and agreed with the Client in the purchase and sale contract.
3.4. The ownership of the Products will be agreed with the Customer in the purchase and sale contract.
3.5. The risk, the responsibility of transport and insurance, as well as the point of delivery, is regulated by the Incoterms 2020 agreed in the contract of sale.
CONFORMITY AND CLAIMS
4.1. The agreement of the Client, regarding the delivered quantity of Products with respect to an order in question, will be made by signing the corresponding delivery note at the same time of delivery. If the Client does not make a claim about a possible quantity defect at the time of receiving the Products, EXIOM SOLUTION S.A. will not assume any responsibility.
4.2. The Client must examine the Products, as soon as possible after receipt, to verify their conformity with the type of Product that is the object of the order, and the absence of apparent or hidden defects in them. In any case, after receiving the Products, the Customer will have an agreed period to claim EXIOM SOLUTION S.A. due to a possible difference in type of the Products delivered with those requested or due to the existence of an apparent defect in them. If the Client detects a possible internal or non-apparent defect in the Products, he must claim EXIOM SOLUTION S.A. within the agreed period for this, upon receipt.
4.3. EXIOM SOLUTION S.A. will not accept claims received after the previously agreed deadlines have elapsed. If the Customer’s claim is justified and received on time, EXIOM SOLUTIOM S.A. will have the sole and exclusive obligation to replace the defective Products with others that replace them, and will not be responsible for any loss or damage that may arise for the Client from the delay or lack of delivery of compliant Products, in particular from lost profits, losses of production or benefits, in accordance with the provisions of Condition 6 below.
4.4. The eventual replacement of the Products will not entail the return of the non-conforming Products, unless EXIOM SOLUTION S.A. This is authorized or expressly requested.
4.5. If there is a delay in the receipt of the Products by the Client, EXIOM SOLUTION S.A. may store the Products at the Client’s expense, charge and risk, in the EXIOM SOLUTION S.A. premises or those of a third party.
PRICE AND PAYMENT CONDITIONS
5.1. The sale prices of the Products will be those that are set in the proforma offers / invoices of EXIOM SOLUTION S.A. communicated to the Client, or in the particular conditions agreed between EXIOM SOLUTION S.A. and the Client.
5.2. The prices will include everything that must be contributed or made by EXIOM SOLUTION S.A. (packaging and shipping costs, tariffs, fees, transportation costs in force on the day of delivery, etc.) to deliver the Products in accordance with General Condition 3.3.
5.3. EXIOM SOLUTION S.A. may modify the sale prices of the Products at any time. The increase in the sale price will not affect those orders for Products in progress, which have been previously accepted by EXIOM SOLUTION S.A. In the event that the Client places an order for Products with a wrong price, EXIOM SOLUTION S.A. will communicate the correct price and, where appropriate, its acceptance to place the order, provided that the Client expressly confirms it (with the correct price).
5.4. The Client will pay the price corresponding to each order of the Products, through the payment method agreed with EXIOM SOLUTION S.A.
5.5. In the event of total or partial non-payment of the price of an order for Products, on the expiration date, in application of Law 3/2004 of December 29, Article 5, the amount due and not paid will accrue the corresponding default interest without the need for expiration notice or any intimation from EXIOM SOLUTION S.A. in addition to the Customer being responsible for the return expenses that EXIOM SOLUTION S.A. may incur Likewise, EXIOM SOLUTION S.A. will be empowered to suspend or cancel pending deliveries of Products to the Client, while the order whose payment is due and due is not paid, or to require the advance payment of any new order.
5.6. EXIOM SOLUTION S.A. reserves the right to set a credit limit for each customer and to subordinate deliveries based on this limit and / or on the presentation of a sufficient payment guarantee. In case of delay or incidence in the payment, EXIOM SOLUTION S.A. may proceed to the recovery of the merchandise pending payment and / or the initiation of legal actions that assist it. EXIOM SOLUTION S.A. reserves the right to claim prejudicial expenses, especially the expenses of requirements and attorney costs.
LIABILITY AND GUARANTEES
6.1. The Client is solely responsible for the choice of the Product that is the object of the sale, as well as the use or function for which it is intended. Consequently, EXIOM SOLUTION S.A. is not responsible for or guarantees that the Product is suitable for the technical applications intended by the Customer, or to achieve, in whole or in part, the objectives set by the latter when purchasing the Products. In this sense, the Customer will not have the right to return the Products and claim the price paid. Any technical advice provided by EXIOM SOLUTION S.A. Verbally or in writing, or by conducting tests, before and / or during the use of the Product, it is provided in good faith, but without further guarantee. The advice that EXIOM SOLUTION S.A. can provide does not release the Customer from their obligation to test the Product supplied to determine its suitability for the processes and / or uses for which it is intended.
6.2. All liability of EXIOM SOLUTION S.A. is excluded. for damages caused by defects in the Products, except when expressly obliged to do so by virtue of applicable mandatory law. Likewise, EXIOM SOLUTION S.A. will not be liable for incidental, indirect or consequential losses or damages, loss of profits, loss of production or profits, risks of development of the Products.
6.3. In any case, EXIOM SOLUTION S.A. to assume any responsibility for damages suffered by the Client, it will be limited to an amount equivalent to the amount corresponding to the order of the Product causing the damage, unless an applicable mandatory law imposes on EXIOM SOLUTION S.A. a higher quantitative limit. Likewise, the Client may not claim EXIOM SOLUTION S.A. for any damage after one (1) year from when the risk of the Products has been transferred to the Customer, in accordance with the provisions of Condition 3.5 above, unless current legislation establishes a longer term.
6.4. The Client will be the only one responsible, exonerating EXIOM SOLUTION S.A. for the damages that are derived in front of their own employees or third parties from an inappropriate use, storage, conservation, manipulation or transformation of the Products, in particular, with a non-limiting character, when he has not observed the indications, warnings or instructions that EXIOM SOLUTION S.A. have been able to provide about it.
6.5. EXIOM SOLUTION S.A. It will not be liable in any case to third parties for reasons beyond its control, including non-compliance by the Client with the current regulations applicable to products and chemical substances. The Client will hold EXIOM SOLUTION S.A. harmless of all responsibility against any claims, damages and / or losses that derive, directly or indirectly, from the breach of the obligations assumed by the first by virtue of their contractual relationship.
6.6 EXIOM SOLUTION S.A. will only assume responsibility for the product while maintaining its contractual obligation under current commercial legislation and what is reflected in the product warranty document. For this purpose, the customer is informed that the product warranties have been published on the EXIOM SOLUTION S.A. website.
https://www.exiomsolution.com within the guarantees section.
QUALITY AND PERFORMANCE GUARANTEE
EXIOM SOLUTION S.A. will assume the guarantee of the product in the term and conditions reflected in the guarantee document.
EXIOM SOLUTION S.A. It is not responsible for improper use, the consequences of defective installations, errors in handling or hit products.
EXIOM SOLUTION S.A. will be responsible for returns due to factory defects or malfunction of the product derived from them, this responsibility being subject to the conditions of the product warranty.
CAUSES OF FORCE MAJEURE
EXIOM SOLUTION S.A. It will not be responsible for the breach or delay in the fulfillment of its obligations towards the Client, if it were motivated by any unforeseen circumstances or force majeure that affects both EXIOM SOLUTION S.A. as well as its suppliers or carriers, including the cases of strike, other labor or industrial contingencies, lack or inability to obtain raw materials … If the cause of force majeure lasts for more than 2 months, EXIOM SOLUTION S.A. or the Client may consider the orders for Products in progress to be canceled and without effect, without accruing any compensation or compensation in favor of the Client.
APPLICABLE LAW AND JURISDICTION
10.1. The contractual relationships between EXIOM SOLUTION S.A. and the Client, subject to these General Conditions, will be governed solely by Spanish Law.
10.2. For the resolution of all the litigious questions derived from the contractual relations object of the General Conditions, EXIOM SOLUTION S.A. and the Client submit, expressly waiving any other jurisdiction that may correspond to them, to the exclusive jurisdiction of the Courts of the city of Oviedo. However, in the event of breach by the Client of any payment obligations derived from these General Conditions, EXIOM SOLUTION SA, may choose, alternatively, to exercise the legal actions that correspond to it before the Courts of the place where the domicile is located. the client’s.