1.1 These General Sales Conditions (GSC) are applicable to all transactions on hot rolled and cold drawn tubes, as well as for other siderurgical products produced by TUBOS REUNIDOS INDUSTRIAL, S.L.U. (hereinafter TRI) for direct consumers, distributors and/or intermediaries.
These GSC are also applicable to sales based on INCOTERMS (according to the latest version issued by the International Chamber of Commerce), the clauses of which will be valid provided they are not contradictory to these GSC or any special agreements between TRI and the customer.
1.2 TRI will not be bound by the client’s Purchase Conditions, although TRI has not expressly rejected them.
1.3 The issue of an order for supply by the purchaser implies the acceptance of each and all of these General Sales Conditions, except in the case of an expressly written agreement to the contrary. If TRI should agree to the annulment or modification of any of the conditions, the remaining conditions which are not affected by the agreed annulment or modification, shall remain in force.
2. Object and scope of the order
2.1 TRI only considers the materials and equipment which are specified as such in the order confirmation or those that are stated in the written contract or any later contract that may be signed to be part of the supply.
2.2 Documents such as drawings, brochures and samples that accompany the TRI quotations or estimates, or those provided as propaganda, will only offer preliminary, approximate and orientative information.
3.1 All TRI quotations or estimates are subject to confirmation upon receipt of order, and therefore, the firm sale will not be deemed as made until TRI’s official acknowledgement of receipt is received, giving their full conformity to the order, at which time the parties will be bound by their fulfilment.
3.2 Orders may be issued by e-mail, fax, letter or any other means that leaves a record.
3.3 Both extensions and modifications to the order will be considered as new orders and therefore will require express acceptance by TRI.
3.4 En caso de que surgieran divergencias entre el texto de formulación del pedido y el de su aceptación, prevalecerá éste último.
Sin perjuicio de lo anterior, siempre que la aceptación difiera en algo del pedido, el cliente podrá formular las objeciones oportunas en el plazo de 10 días, transcurridos los cuales sin que se haya llevado a efecto, se entenderá que se acepta tal y como esté redactada la aceptación.
3.5 Once the order has been made firm, it cannot be cancelled unilaterally. If the purchaser does not comply with this provision, he will be obliged to pay TRI for the price of the jobs executed or those underway, as well as any damages incurred as a result of the order. The fact that a third party, final addressee of the goods, cancels its agreement with the purchaser, it will not be considered as a cause for non-compliance cause.
3.6 Orders shall be made out in accordance with the formats and rules established by TRI for each type of product and all of the necessary data and specifications must be clearly indicated. Any other condition allocated by the purchaser that is not included in the order will be considered as null, except in the case that a previous agreement between the client and TRI should exist.
3.7 The purchaser must indicate the final geographical destination on the order, as well as the actual use and final technological use of the products, as this is essential in order to define the exact quality and price of the product to be supplied.
3.8 The term order entry will be given to the batch with the same quality, section and size, included in one order.
4. Delivery period
4.1 Delivery periods will be understood to be EX Works, unless expressly agreed otherwise and they will be orientative, so that they may undergo a variation of 15 working days, counted as of the order acceptance date.
4.2 TRI will do its best to deliver the supply on the date and within the time specified in the order, but TRI will not be held responsible for any expense, loss or damage of any nature incurred by the purchaser as a result of the fact that, for any reason, TRI has not made the delivery on the date and within the time specified.
4.3 TRI reserves the right to fulfil each order in one or several deliveries, unless another agreement has previously been established with the purchaser. Consequently, no claims may be made for this cause.
5. Force majeure
5.1 Whenever there is a cause of force majeure, TRI may delay the delivery of its goods for the duration of the same and its effects, or cancel the order, if appropriate. If this should occur, the purchaser may not claim any compensation.
5.2 Apart from the causes that are legally regarded as force majeure, any break-down that would stop the plant and other disturbances in the manufacturing process, delays in the delivery of products or raw materials that are essential for production, as well as strikes or lockouts of any kind will also be considered as such.
6.1 The materials will be manufactured and delivered with the qualities and tolerances agreed upon in the order acceptance.
6.2 All inspections, tests, analyses and certifications of products will be carried out at the TRI plant. If inspection is required by third parties, the appointed entity and their scope must be communicated at the time of the order in order to establish the inspection guidelines applicable to the different phases of the process.
6.3 The manufacture of any type of material subject to national or foreign standards, to which additional or special conditions are imposed with respect to those expressed in the aforementioned standards, will be object to prior consultation.
6.4 Upon request by the purchaser, TRI may provide, without any surcharge, a document certifying that the material indicated therein fulfils the conditions set out in the order.
6.5 The purchaser may use the services of official agents and organizations for reception; in these cases, all expenses incurred by the reception will be incurred by the purchaser, and should they be paid by TRI, the purchaser will reimburse these costs. TRI will notify the client as soon as the goods are ready for reception.
6.6 Upon express request by the purchaser when placing the order and under the conditions to be agreed between both parties, the reception may be carried out by the client or the person appointed by the client.
6.7 When the reception is to be carried out by persons or organizations outside TRI, the test certificates will be issued and sent to the purchaser by the receiving person or organization.
6.8 Under no circumstances may delays arising as a result of delays in inspection tasks carried out by another organization other than TRI, be considered as non-fulfilment by the seller.
7.1 The prices stated in the orders accepted by TRI, are considered to be firm as long as the agreed stipulations are not modified, so that if they were altered or unfulfilled, TRI would be authorised to carry out this modification.
7.2 The prices indicated in quotes are net and do not include taxes. In case of order or contract, all expenses, fees, taxes or duties that affect the order, contract and instruments or documents resulting from its execution shall be incurred by the purchaser, unless otherwise agreed in writing.
8.1 The purchaser should indicate the final geographical destination of the products included in the order. Any modification to the final geographical destination must be communicated to TRI’s commercial department.
9. Terms of payment
9.1 Payment shall be made under the terms and conditions agreed upon in the order confirmation. If there is no express stipulation, it will be understood that payment will be made in cash upon delivery of the goods and shipping documents.
9.2 If deferred payments conditions are agreed upon, the non-payment of any of the terms gives TRI the right to demand the full payment of the deferred amounts which have not yet matured.
9.3 The purchaser undertakes to make payment punctually, without making any discounts, under the conditions stipulated in the order and on the understanding that any delay will oblige the purchaser to pay TRI an annual interest rate of 2 points above the average 6 month rate given by the Euribor, on the unpaid amount and for the duration of the delay, as of the expiry date until the date of effective payment, without the need to report this delay.
9.4 TRI reserves the right, at any moment in the execution of the order or contract, to demand the guarantees that it considers opportune for the payment of the goods. Should these guarantees not be received, TRI will have the right to stop or cancel the order or contract, either partially or in full.
9.5 If TRI is obliged to make a partial supply in several shipments owing to the importance of this supply or to any other circumstance, then TRI may require the purchaser to make a partial payment of the amount due, according to the stipulated terms of payment, in amounts that are proportional to the value of the materials being supplied.
10. Weight, dimensions
10.1 The Regulations and Standards stipulated in the order confirmation will define the delivery units, weight and dimensions. Deviations within the permitted tolerances will be allowed, or in their defect, according to commercial use. Invoicing will be carried out in accordance with the units, weights or dimensions given by TRI once the materials have been produced, within the aforementioned tolerances, which will be communicated to the client on the delivery documents.
10.2 Invoicing by weight will be carried out in accordance with the weight given on the TRI scales and the purchaser may demand the official certificate issued after periodic verification of the scales by the Territorial Delegation of Industry of Alava.
11.1 The prices quoted include the necessary packaging according to TRI and in line with common commercial practice.
Standard packaging for tubes shall be tied up with steel bands, invoiced as goods when the price is indicated by weight. Special alternative packaging requested by the client shall be subject to prior acceptance by the seller and its additional cost shall be included in the price.
11.2 The presence of natural and surface rust does not give the purchaser the right to refuse payment or receipt of the goods, nor to claim a reduction in price or any other compensation.
11.3 TRI will not accept the return of the packaging or the protection used during transportation, whereby the correct environmental handling is the final owner’s responsibility.
12. Partial supplies
12.1 When the client requests the delivery of goods in partial supplies, each of these partial supplies will be considered as a separate transaction.
12.2 In any case, TRI reserves the right to admit the division of the supply.
13. Delivery and delays in the removal of the goods and damages and losses during its transportation
13.1 Unless otherwise stipulated, delivery of supplies shall be Ex Works (EXW), as per current INCOTERMS.
If, for reasons that are not attributable to TRI, the aforementioned delivery is delayed by more than 5 days from the moment of notification that the goods are ready for transportation, once this period has elapsed, the goods will be considered to have been delivered to all intents and purposes, and not only the risks, but also the storage costs and those corresponding to the conservation and custody of the goods shall be incurred by the purchaser.
13.2 In the case of the hypothesis set out in the paragraph above, all responsibility for any damage that may occur to the material during this period is excluded.
13.3 If TRI expressly agrees to defer a shipment, the right to invoice the purchaser for any storage and additional costs that may arise as a result of this deed is reserved.
13.4 Once the materials have been made available to the purchaser as agreed and upon delivery of the corresponding documentation, any losses and damages that these goods may suffer shall incurred by the purchaser, whereby TRI will be exempt of all responsibility in relation to the aforementioned losses and defects that may occur.
14.1 TRI guarantees that the goods supplied fulfil the characteristics and conditions expressed in the order acceptance text. This does not mean that they assume responsibility for the applications and operations carried out by the user.
14.2 TRI guarantees that for a period of 12 months from the moment of delivery of the goods, these will be free of material or manufacturing defects so that they fulfil the specifications set out in the contract or order confirmation.
14.3 Once the goods have been received, any later claims on defects that could have been detected during this reception will be excluded. The same applies if the purchaser does not carry out a reception that was agreed beforehand.
14.4 All claims must be made in writing, expressly recording on the same that it concerns a formal claim within the terms established below.
14.5 When dealing with superficial defects or dimensions that do not fall into the permitted tolerances, there will be a term of 15 days counting from the moment that the goods are received. When dealing with hidden defects, there will be a term of 70 days.
14.6 Claims for defects in the goods will become null, at the latest, 3 months after TRI has rejected in writing the corresponding claim.
14.7 In order for claims to be taken into consideration, it is necessary for the client to immediately stop any work that is being carried out with the material object of the claim and has led to the discovery of the defect, immediately notifying TRI of the anomaly, so that TRI may verify the grounds for the claim.
14.8 When the claim is made within the terms and in accordance with the stipulated conditions and is determined to be well-founded, TRI may, at its discretion, proceed to replace, recover or pay for the material object of the claim; in any case, the new material must comply with the conditions set out in the order acceptance. The replacement or recovery shall be carried out in the shortest possible time and under no circumstances shall it give rise to the payment of any compensation or transformation costs.
14.9 The execution of a claim does not give the purchaser the right to suspend payment of the invoice corresponding to the material in question or any other invoice pending, although this right may be reserved.
14.10 TRI will not accept any return shipment without its prior consent.
14.11 TRI will not accept any claim or be responsible for the following cases:
In cases of force majeure
For acts attributable to the purchaser that impede TRI’s normal compliance.
In cases of force majeure, in so far as they affect the delivery period, without involving the cancellation of the order, will lead to the suspension of the latter, giving rise to the consequent extension of term for a period that is at least equal to that which the cause of the delay and its effects would have lasted. If the stoppage should continue for more than ninety (90) days, TRI shall be entitled to reconsider the contents of its obligations, especially those which refer to price, delivery terms and payment conditions or alternatively, to resolve the order , without any costs being incurred by the seller.
14.12 TRI will not accept any claim for oxidations found on its products if these occur after TRI has notified the client that the goods are ready for reception.
15. Breach of clauses of the order
15.1 If the purchaser should commit a breach of any of the conditions established in the order, lack of payment of the invoices or lack of acceptance or payment of the bills of exchange issued by TRI, opening of documentary credits or any other instruments of payment, this will grant TRI the right, apart from those recognised by Law, to be exempt from fulfilling pending order commitments and demand payment of the amounts corresponding to the jobs performed, as if they were the terms of a single obligation acquired by this order, whereby it is understood that the purchaser will have the right to the materials or products obtained through these jobs.
15.2 If the seller should commit a serious breach of any of the main obligations of the order, the purchaser will be granted the right to cancel all pending orders, in addition to the rights recognized by the Law.
15.3 In case an obligatory delivery term is agreed upon for TRI and no penal clause is decided upon, it is understood that the purchaser will not have the right to demand damages from TRI in case of a delay in their fulfilment
15.4 If a penalty clause should be applied to the delivery dates, this will be limited to 5‰ of the value of the undelivered goods, bearing in mind the excess in point 4.1.
16.1TRI reserves the right of ownership of the goods supplied until the purchaser has paid the full amount of the order. The purchaser’s credit balance, as a result of the subsequent sale of the goods object of this reserve of rights, will be considered to be in TRI’s favour until full payment has been made. If the reserve of rights or assignment of sale rights has no legal validity in the place where the goods are deposited, then the prevailing legal provision in that place, corresponding to the aforementioned reserve of rights or assignment of sale rights, will be considered as agreed upon. If the purchaser’s cooperation is necessary to obtain these rights, he must take all the steps necessary to establish and maintain these rights.
If no reserve or guarantee of the aforementioned rights is allowed or one of them is cancelled, without having sufficient warranties, TRI may at all times demand the establishment of other similar reserve and guarantee instruments.
Meanwhile, the materials will remain in deposit of the Purchaser, at his own risk, and if the case should arise, TRI will maintain the right to remove them from where they are stored at any time. The destruction, theft or disappearance of these goods will not free the Purchaser from his payment obligations for the total price of the order under the conditions agreed upon.
17. Applicable legislation and arbitration
17.1 These General Sales Conditions, as well as any other contract or order deriving from the commercial relationship between TRI and its clients, will be submitted to Spanish legislation, expressly excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods, adopted in Vienna on 11th April 1980.
17.2 Any litigation, controversy or claim that may arise between the parties in relation to the present contract, including the question related to the validity of this clause, shall be submitted to arbitration as set out in the Arbitration Law 60/2003, of 23rd December. Arbitration will be presented to the Arbitration Court of the Chamber of Commerce, Industry and Navigation of Bilbao, which will proceed in accordance with its Regulations and Statutes. The parties expressly opt for Legal arbitration. Arbitration will take place in Bilbao, in Spanish and the material law applicable will be common Spanish law. The parties expressly agree to the fulfilment of the decision of the aforementioned Arbitration Court. In the event that the parties mutually renounce the agreed arbitration, they expressly renounce the arbitration that may correspond to them, and voluntarily submit themselves to the Courts of Bilbao and Tribunals of Bizkaia.
18.1 TRI’s responsibilities, in relation to the claims arising from the non-fulfilment of the obligations assumed with the order, contract or obligations connected to the same, whether they be contractual or extra-contractual, may not exceed a total of 15% of the basic order or contract price, and under no circumstances will it include damages that affect the client through loss of profit or revenue, or through the use of the supply, increase in the acquisition cost of other materials, as well as consumables, fuel and energy, increase in personnel costs and in general, those consequential or indirect damages of any kind, including the loss of profit.
19.1The nullity or invalidity of any provision of these GSC in any jurisdiction will not affect the remaining provisions or the validity of said provision in any other jurisdiction.
19.2 These General Sales Conditions are drawn up in Spanish and English. The Spanish version will prevail in the event of discrepancies, whereby the English version is merely a translation.