The following Terms and Conditions of Sale will apply to all purchase orders between Sagitario Lighting S.L.U. (“Seller”) and the Buyer unless otherwise agreed in writing.
An order shall be binding after Buyer has duly signed and returned the Proforma Invoice and Seller has confirmed receipt.
Prices stated on Seller’s quotation are firm for thirty (30) days from date of quotation for orders accepted within that period. Otherwise, prices are subject to change without notice. These prices do not include any bank charges, taxes, collection fees, import, customs and/or others duties or assessments imposed or levied by any government or subdivision thereof by reason of a sale, all of which shall be for the account of, and are assumed by the Buyer whether or not such shall be paid or be payable by the Seller. Prices stated are EXW factory, Barcelona, Spain.
Packaging is included in the price, except for seaworthy or special packaging like wooden crates which should be specially requested by Buyer.
Payment shall be done in advance and within 3 days after Buyer’s confirmation of the Proforma Invoice. Seller will start manufacturing the goods ordered as soon as payment is received.
In case delayed payment is accepted by Seller, either per one single order or as a long-term condition, the Seller may add 2% per month and all proper bank charges generated, or the maximum permitted by applicable law, whichever is less, to the unpaid balance on all invoices not paid on or before the due date.
In the event that the Buyer breaches this provision, is insolvent, or in Seller’s opinion, is suffering any credit impairment, Seller reserves the right to demand immediate payment in full for all goods ordered and, until such payment is received, Seller may refuse to manufacture additional goods ordered, withhold further shipments in whole or in part, and recall any goods in transit.
All products will be tendered and shipped EXW factory, Barcelona, Spain. Buyer shall be responsible for all costs associated with transport. Seller will not be deemed to assume any liability in connection with any shipment. Title and risk of loss or damage to each of the Products will pass to the Buyer when delivery is made to the possession of the carrier.
Seller will not accept any claim after the following seven (7) days of the order delivery in destination selected by the Buyer, with respect to quantities or characteristics of the order.
Seller warrants to the Buyer that each Product manufactured and sold by it (lamps, bulbs and supplies excluded) will be free from defects in material and workmanship in its intended use (normal wear and tear excepted) for the period of twenty-four (24) months from date of Buyer's purchase (the invoice date) from Seller. Manufacturer's warranty flows only to Buyer. If any Product covered by this warranty is returned by Buyer, within the applicable warranty period set forth above, and upon examination Seller determines to its satisfaction that such Product was defective in material or workmanship at the time of delivery to the Buyer (to determine defectiveness, it will be a must that any failure detected on the Product is caused by proved defects on material, construction or production), Seller will, at its option, repair or replace the Product or the defective part thereof, or reimburse Buyer for the purchase price. For purposes of clarity, "repair or replace the Product or the defective part thereof" does not include any reinstallation costs or expenses. If Seller chooses to replace the Product and is not able to do so because it has been discontinued or is not available, Seller may replace it with a comparable product. The foregoing notwithstanding, Seller will not be responsible for damage to any Product in case of not respecting Product and/or maintenance instructions, which might be given or found attached to the Product delivered. Also, Seller will not be responsible for damage to any Product resulting from misuse, negligence, force major, accident or resulting from repairs or alterations made by any person or firm not duly authorized by Seller in writing.
Seller will not be able to guarantee that in LED lamps or LED modules supplied for purpose of replacement, reparation or sales order extension, no differences in light properties might be noticed over existing products, given the continuous evolution of this technology, as well as the possible variations in the light output that could have resulted from their usage.
Seller’s total aggregate liability to Buyer for any and all claims and causes of action whatsoever is limited to the cost of the products actually paid by Buyer to Seller for the products covered hereby and does not include any related or unrelated costs, fees or charges, including, without limitation, shipping charges, taxes, duties and assessments. In no event shall Seller be liable to Buyer or to anyone claiming by or through Buyer for any consequential, incidental, special, indirect, exemplary or punitive damages (including, without limitation, damages in respect of lost revenue or profits), howsoever arising, whether or not foreseeable and even if Seller is made aware in advance of the possibility of such damages.
Orders may not be cancelled nor modified any of the quantities, lengths and characteristics of the products included by Buyer except with the consent of and upon the terms and conditions approved by Seller in writing. Such terms will include cancellation charge, payment in full for all work in progress, work finished and all other damages or losses incurred by Seller as a result of such cancellation or modification. The Seller will not accept return of products unless authorized in a written “Authorization for Material Return” prior to return shipment, including return reference number. The shipment must be made DDP and in accordance with Seller’s instructions. In all material return cases, depreciation will be considered, with a minimum percentage of 15%, as per review, test, manipulation and storage purpose.
All disputes will be governed by the laws of Spain. The venue for litigation will be the appropriate courts located in the city of Barcelona.