1. With the exception of alterations or cancellations agreed in writing, every order will be subject to the following conditions of sale.
2. All catalogues, price lists, estimates and other documentation, performance, flows, etc., are for purposes of information only and do not constitute any commitment on our part, and may be modified or cancelled at any time without any requirement for prior notice.
3. Under the same conditions, we reserve always the right to alter our product and its assembly, designs, layouts, components, etc., when it seems to us advisable in the circumstances, although there may exist earlier supplies, which may not be presented as a governing pattern.
1. All our offers are subject to our subsequent acceptance in writing of the relevant order.
1. When sending an order, which must be made in writing (by letter, telex or telefax) the following details have to be given:
a) An explicit and concise description of the product.
b) The code number (VYC) or failing which the model number.
c) The type and size of the connection.
d) The material.
e) The conditions of use (fluid, pressure, temperature, etc.).
f) Any specifications considered advisable for the selection of the specific product.
2. By the very fact of giving an order, whether it is firm, on deposit or as a sample the customer recognizes and accepts our general conditions of sale.
3. Any condition stipulated by the purchaser in his order which does not conform to our general conditions of sale will be considered null.
4. Only our acknowledgment of order constitutes an undertaking to supply.
IV Cancellation of Orders
1.- VYC reserves the right to cancel orders pending delivery without being obliged to make any kind of compensation under the following circumstances:
a) When in our belief the purchaser has not complied totally or in part with any previous contract with us.
b) If our technical processes, supplies, experience, indicate that we should cease manufacture.
In such cases VYC would notify the customer in writing of the cancellation of the order.
2.- Orders of special products or of abnormal quantities may not be cancelled, nor may variations be accepted in the specifications that have been previously agreed: point of shiping, delivery dates, etc., unless VYC is duly compensated for any costs, damage or losses that may occur or that may have occurred.
V Delivery Dates
1. With regard to products available from our warehouses, deliveries will be made when the order is accepted and confirmed, and in order of acceptance.
2. Material which is available or ready for immediate asembly will be supplied on the day following the date of receipt of the order.
3. With regard to orders for goods which are not available from our warehouse or which are to be specially produced, we shall indicate delivery dates in our acknowledgment of the order for the relevant goods merely for information, such date being subject to force majeure, such as strikes, lockouts, fire, flood, accident; delay in delivery by our suppliers; acts or impositions of the government, refusal of import license; and other circumstances outside our control. In consequence, non-compliance will give no right of cancellation nor will it originate any responsibility on our part, nor give rise to the payment of any consequential compensation for loss or damage which may have affected the purchaser thereby.
4. We reserve the right to make part deliveries on account of the total order.
1. Delivery of the merchandise will be understood to be made from our factory in Terrassa, our responsibility ceasing at the moment in which we pass the goods into the custody of the carrier.
2. We accept no responsibility for transport risks, these being totally for the account of the purchaser, even when the damage or losses occasioned during transport are due to accident or force majeure; this condition is extended to the dispatch of goods on deposit as well as samples, tools, materials and equipment for assembly, service or repairs.
3. Unless specifically arranged, goods will be dispatched by whatever means of transport we, in our sole discretion, choose, and for the purchaser’s account and risk.
4. The fact that we engage the carrier of the goods, or the assembly or partly completed work, does not imply our acceptance of any responsibility as referred to. All the foregoing parts of this section also apply in these cases.
1. Should we consider it advisable, the goods will be packaged at the customer’s cost, without consultation.
2. The cost packaging for the domestic market is not reflected in the price of the goods, and will be to our account.
3. In no case can we be obliged to reimburse totally or partially any packaging which may be returned.
4. Embarkation weights are approximate and are based on product design.
1. Our prices are based upon the costs of labour, material and transport, tariffs, duties, exchange rates, etc., current at the time of preparing our offer of sale, and we reserve the right to readjust this in the event that any of these factors suffers any alteration during the period between the offer being made and the order being confirmed.
2. Our price lists are for the “standard” products duly codified therein, subject to our standard checks of material, quality control and certificates.
3. Any request for products specially designed, or requiring special materials, etc., or needing inspection on behalf of the customer or special certificates, will be the subject of a special offer or agreement in each case.
4. The prices given are for material packed and available from our factory in Terrassa (Spain), the products being transported for the customer’s account and at his risk.
5. All prices, in general, may be modified without prior notice.
6. Modifications of prices will not affect orders awaiting delivery.
7. Prices not given in the price lists or estimates will be invoiced individually, no prices which figured in earlier invoices or quotations being admitted as valid.
IX Terms of payment
1. Without written agreement to the contrary, the payment date will be a maximum of 30 days from the date of invoice.
In the case of customers who have no credit arrangement, payment will be cash down, a deposit on account may be required.
Should the payment be arranged in stages, failure to meet a due payment date will cause the total amount outstanding to become due immediately, and VYC will have the choice of demanding immediate payment of the balance by the customer or to take back the goods without any necessity for legal action.
Delay in meeting any payment date, without prejudice to the above, will bear a monthly charge of 2%, calculated from the day of the first due date up to the date of settlement, with the additions of the costs of return and administration..
No claims or complains made by any customer relating to goods bought will justify any delay in due payment.
2. All costs originating from the postponement of a payment will be for the account of the purchaser.
X Reservation of ownership
1. The goods will always remain the property of VYC until fully paid for by the purchaser, any sale or pledging of them being prohibited.
In any situation of suspension of payments, arrangement with creditors, release and stay of debts, or bankruptey, the purchaser is obliged to make clear the express reservation of ownership of goods which have not been fully paid for; in the event of distraint over such goods by any creditor of the purchaser, the latter is obliged to bring this immediately to the attention of VYC and record, in the report that must be prepared, the express condition of goods in reservation of ownership.
1. VYC guarantees its products against faults in manufacture, always provided that the conditions of payment have been complied with, and that the products are used for the purposes for which they have been made and sold.
2. The goods are guaranteed for 6 months against any defect of manufatrure, it being at the instance of VYC to replace defective goods or to repair those supplied, without charge.
Sufficient time and opportunity must be allowed for such carrying out of replacement or repair.
In any event VYC will be responsible only for damage affecting goods supplied by itself, never for defects or losses which the defective functioning of the said goods may cause in installations, machines or circuits in which they may have been incorporated, even in the case of accidents or losses of production being produced. VYC will accept no claim for damage or loss for any reason whatsoever in this connection.
This guarantee does not cover damage produced through wear and tear, incorrect handling, nor inappropriate working conditions, nor in the case of the appliance or the goods having been dismantled, whether or not there are indications of this having taken place.
4. All costs of carriage, return journey, travelling time, lodging, etc., will be for the account of the customer.
5. In the case of components from other sources, any guarantee will be that given by their manufacturers.
6. This guarantee will be null and void if the guaranteed product has been modified independently of whether the modification has or has not contributed to the fault or damage to the product.
7. Any modification of the product is taken to be made under the responsibility and at the risk of the customer, unless there is a written agreement from VYC.
8. The purchaser is obliged to indemnify VYC and to absolve VYC from any responsibility in any case in which the aforesaid modified product causes material or personal damage.
9. Any purchaser modifying a VYC product and reselling it is obliged to notify its customer to the effect that VYC neither guarantees nor is responsible for the product in question.
10. VYC reserves its appropriate legal rights, including that of claims for loss of profits and losses and damages, against those customers who modify in all or in part, the products.
1. Any claim against VYC for failure to despatch, error, or in any way in respect of our products, must be made to us by the customer in writing and within a maximum time of 15 days from the date of despatch of the goods.
2. VYC will not carry out any repair, exchange, or make a repayment to the customer, if the latter fails to send the claim for defects accompanied by a certificate to the effect that the said product or part was despatched less than 6 months previously.
3. VYC may require that the purchaser examines the goods at the time of reception and accepts them as to quantity and quality, the provisions of article 336 of the Spanish Commercial Code being applicable in this case.
4. When the goods have been produced as a result of a drawing, model or special instructions from the purchaser, we are exempt from responsibility for any breach of patents or Industrial Property rights, and any claims from third parties will be the exclusive responsibility of the purchaser.
1. No returns will be accepted without prior consultation in writing with VYC, which will send the corresponding written authorization, where appropriate, which has to accompany the goods to be returned.
2. Only new and unusued goods of current manufacture will be accepted, being goods which have not been subjected to any modification.
3. Returns of products which have been specially manufactured for the customer will not be accepted, nor of those which have been the subject of a special quality certificate.
4. A reduction of 10% will be made in the price of goods to be returned, according to the current price list, this in order to defray the costs of reception, verification and testing.
5. A reduction of 30% will be made in the price of goods to be returned in the case of safety valves, in order to defray the costs of assembly, testing, shipment, receipt, disassembly and traceability.
6. In no case will the transport costs be for our account.
1. Any differences which may arise in the interpretation of the present conditions of sale will be submitted to arbitration, as a prior requirement to the judicial route, and in the case of litigation both the purchaser and the supplier explicity accept their joint submission to the Courts and Tribunals of Terrassa and its superior courts and will accept judgment according to the Laws of Spain.
They espressly renounce their own forum, in the event that there should be such. Similary, regarding any questions which may arise from the total or partial non-payment of our invoices, these will also be submitted for jurisdiction to the Courts of Terrassa and subject to the Laws of Spain.
XV Material on deposit
1. VYC reserves the right to concede on deposit any goods as it deems appropriate.
2. At the end of the period which VYC thinks fit, it may demand the return of the goods, all costs of verification and recycling of the goods being for the account of the customer.
3. If the customer decides to acquire the goods which are deposited, these will be invoiced applying the current price list.
1. Indicate clearly and visibly if there is a possibility of any fluid remaining in the interior and if this is harmful. This could help to prevent accidents!
2. Attach a repair order form to the valve.
3. Despatches should be sent to our works at Terrassa (Barcelona,Spain) carriage paid, otherwise they will not be accepted.
4. At the request of the customer, approximate estimates can be given for repairs by our technical staff, subject always to unknown factors which may emerge on stripping down.
5. The rapairs will be sent carriage due, together with the defective parts which have been replaced.