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GENERAL TERMS AND CONDITIONS OF SALES

Componentes de Tráfico Vertical, S.L.
VAT Number ES/B-29878980
Registered Office: Calle Generación 44, E-29196, Málaga, Spain
 
 
 
General Terms and Conditions of Sale
 
 
 
1. Scope
 
These general terms and conditions shall apply to any sale by COMPONENTES DE TRÁFICO VERTICAL, S.L. (hereinafter “CTV”) of any CTV products and/or materials which are to be supplied by CTV (“Goods”) to the person(s) or firm(s) placing an order with CTV (“Customer”).These general terms are available at www.ctvlifts.com and are provided to every Customer by CTV by appropriate means of communication and on the occasion of every quotation.
 
 
2. Basis of Contract
 
2.1 These conditions shall govern the agreement between CTV and the Customer to the exclusion of any other terms or conditions the Customer purports to apply.Any other terms and conditions are hereby expressly rejected.
 
2.2 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Customer.
 
2.3 Each order for Goods by the Customer from CTV shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions. The Contract between CTV and the Customer shall come into effect on CTV’s written and explicit acceptance (Fax, e-Mail, letter) of the Customer’s order (notwithstanding any earlier confirmation of receipt).
 
2.4 CTV may at its sole discretion decline any orders placed by the Customer.
 
2.5 It is the Customer’s obligation to ensure that the terms of its order and any applicable specification are complete and accurate. The Customer shall be responsible for giving CTV any information necessary to perform the Contract within the time limit specified by in a timely manner. The Customer is responsible for obtaining and paying for any relevant building permissions, surveys, government or local authority consent and/or insurance reports.
 
2.6 Quotations are not binding or capable of acceptance and are estimates only. Quotations will be valid for 30 days from the date of issue.
 
2.7 No variation on these Terms and Conditions shall be binding unless agreed in writing by an authorised representative of CTV. No oral warranties or representations shall bind CTV.
 
2.8 The Customer acknowledges that it does not rely on any representation and/or warranty, which has not been made in accordance with these Conditions.
 
2.9 Save for the provision by CTV of any Product Application Drawings, these Conditions shall not apply to the provision of any technical support or training by CTV to the Customer in relation to the Goods. Any such additional support services will be subject to such other terms and conditions as may be agreed by the parties.
 
2.10 Where CTV has provided the Customer with Product Application Drawings as part of the supply of Goods, CTV shall bear, whether under statute or otherwise,no greaterliability to the Customer in respect of any defect or insufficiency in any design,as would be borne by an engineer or, as the case may be, other appropriate professional designer pertaining to be competent to take on work for such a design who, acting independently under a separate contract with the Customer, had supplied such design for or in connection with works to be carried out and completed by a building contractor not being the supplier of such design. For the avoidance of doubt, no other provision of these Conditions or any other contract formed between CTV and the Customer incorporating these Conditions shall place any greater duty in respect of design duties than is set out in this Condition 2.10. It is the Customer’s obligation to ensure that all information required by CTV to prepare the Product Application Drawings is complete and accurate and provided by the Customer within the time limit specified by CTV.
 
 
3. Delivery
 
3.1 The Incoterms 2010published by the International Chamber of Commerce or its latest version as from time to time modified, supplemented or revised will apply to the Contract and the applicable Incoterm(s) will be set out by CTV in the Quotation. Unless otherwise agreed in writing CTV shall place the Goods at the Customer’s disposal at the premises of CTV in Málaga, Spain.
 
3.2 Any dates quoted for delivery of the Goods are estimates only and shall not be made of the essence by notice. CTV shall not be liable for any delay in delivery of the Goods caused otherwise than by gross negligence of CTV. If no delivery dates are specified, delivery will be within a reasonable time.
 
3.3 The Customer shall have no right to reject the Goods or Services or  rescind for late delivery or performance unless the due date for delivery or performance has passed and the Customer has served on CTV a written notice requiring the Contract to be performed and fixing an additional period of reasonable length in which to do so and the notice has not been complied with.
 
3.4CTV may, in its discretion, make partial deliveries of the Goods and invoice the Customer for each delivery individually in which case each delivery shall constitute a separate contract. Failure by CTV to deliver any one or more of the deliveries in accordance with these terms and conditions or any claim by the Customer in respect of any one or more shipments shall not entitle the Customer to repudiate the whole Contract or refuse to accept any subsequent delivery. The Customer shall accept any early delivery.
 
3.5 If the Customer refuses to take delivery of the Goods in accordance with the applicable Incoterm or to allow performance of the Services or fails to give CTV appropriate delivery instructions, documents, licences or authorisations at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of CTV's fault) then, without prejudice to any other right or remedy available to CTV, CTV may:
(a) withhold delivery or performance of any other Goods or Services and treat this Contract as repudiated by the Customer; or
(b) require payment on any reasonable basis, including but not limited to the purchase price, and any additional expenses, or costs resulting from such a delay; or
(c) Store the Goods until actual delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation handling, storage, re-delivery and insurance); or
(d) sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms;
(e) payment of any amounts contemplated in clauses a)-d) above shall be due by the Customer within thirty (30) days from the date of CTV's invoice.
 
3.6 If CTV holds any of the Goods contemplated in clause 3.5 on the Customer’s behalf for more than three months from the time stated for delivery, CTV shall be entitled to terminate the agreement in respect of such Goods. In the event that any part of the price for such Goods was paid by the Customer prior to the termination, CTV shall pay back such amounts to the Customer, after deducting all costs incurred by it in relation to the respective Goods prior to termination.
 
3.7. The Customer shall provide any information and documents required for export, transport and import purposes.
 
3.8 If the parties agree that the Goods are to be collected from CTV’s premises, then the Customer shall collect the Goods within 3 working days of being notified that the Goods are ready for collection.
 
3.9 The Customer will be deemed to have accepted the Goods as being in accordance with the Contract and CTV shall have no liability for any defect or failure and the Customer shall be bound to pay the price unless: the Customer notifies CTV in writing of any defect or other failure of the Goods to conform with the Contract within 5 business days of the date of delivery of the Goods where the defect or failure would be apparent upon reasonable inspection and testing of the Goods, or within 30 business days of the date of delivery where the defect or failure would not be so apparent. Defects in the packaging or other faults resulting from transport are to be reported to CTV immediately upon arrival.
 
3.10 Authorisation and shipping instructions for the return of any Goods must be obtained from CTV in writing before any Goods may be returned to CTV by the Customer. All transport and delivery costs of whatever nature are to be borne by the Customer.
 
 
4. Passing of Risk and Legal Title
 
4.1 The Goods shall be at the risk of the Customer from the time of delivery or deemed delivery in accordance with the applicable Incoterm.
 
4.2 Full legal, beneficial and equitable title to and property in the Goods shall be retained by CTV until full payment for all the Goods, including any charges or interest, has been received by CTV.
 
4.3 Until full legal, beneficial and equitable title and property in the Goods pass to the Customer:
(a) The Customer shall hold the Goods on a fiduciary basis as CTV’s bailee;
(b) The Customer shall take all reasonable measures to keep the Goods in a satisfactory condition and store the Goods at its premises separately from any other goods (whether or not supplied by CTV) and ensure that they are clearly identifiable as belonging to CTV and shall insure them, without any charge to CTV;
(c) CTV may at any time, on demand and without prior notice, require the Customer to deliver the Goods up to CTV and CTV may repossess and resell the Goods if any of the events specified in Condition 7 occurs or if any sum due to CTV from the Customer under the Contract or on any other account or under any other contract is not paid when due;
(d) for the purposes of this Condition 4.3 CTV, its employees, agents and sub-contractors will be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of the Goods are situated at any time without prior notice;
(e) CTV shall be entitled to maintain an action against the Customer for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Customer; and
(f) CTV hereby authorises the Customer to use and/or sell the Goods in the normal course of the Customer’s business and to pass good title in the Goods to its customers, if they are purchasers in good faith without notice of CTV's rights. This right shall automatically cease on the occurrence of any event set out in Condition 11or if any sum owed to CTV by the Customer is not paid when due. If the Customer sells the Goods prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for CTV and shall immediately pay the proceeds of the sale into a separate bank account. At CTV’s request, the Customer shall assign to CTV all claims that the Customer may have against purchasers of the Goods from the Customer.
 
 
5. Price, Terms of Payment
 
5.1 The price of goods supplied by CTV shall be the price effective at the time of Delivery as indicated on the invoice. CTV may increase its prices in relation to the Goods and/or the Services which CTV has agreed to supply where the increase is to take account of increases in costs, expenses, import duties, taxes, materials or fluctuations in the relevant exchange rates suffered by CTV. The Customer will be informed in writing by CTV of any increases in prices for the Goods and/or Services not less than 30 days before such increase takes effect.
 
5.2 Unless stated otherwise, prices are exclusive of the costs of delivery.
 
5.3 The total contracted value, paid by the Customer in consideration of the materials delivered by CTV shall be the amount confirmed by CTV as per the order confirmation emitted by CTV.
 
5.4 The price maychange if the time between the order date and drawing confirmation is 6 weeks or more. Lead time will runfrom the confirmation of drawings and clearance of funds if applicable.
 
5.5 The price maychange if the required delivery date is later than the normal lead time from confirmation of drawings.
 
5.6 Unless otherwise specified by CTV in writing, the price for the Product or Services shall be exclusive of any taxes (e.g. sales tax, value added tax or any other applicable tax) or levies and the Customer will pay all costs and charges in relation to packaging (other than standard packaging), loading, unloading, carriage, freight and insurance.
 
5.7 If it is necessary, due to any unforeseen circumstances, for CTV to perform any additional services not included in the Schedule in order to complete the Services within the Schedule then CTV shall be entitled to charge for any additional services and/or products accordingly. If it is necessary to perform the Services outside of ordinary working hours due to suspension of the Services by the Customers instructions, lack of instructions, interruptions and or delay, CTV shall be entitled to charge for any additional costs which result.
 
5.8 The Customer may cancel without Liability any Contract in relation to which the price is to be increased provided than the notice of cancellation is received by CTV before the price increase becomes effective. If the Customer does not cancel the Contract for the provision of the Goods and/or Services within the specified time period then the price increase shall take effect for the Goods and/or Services ordered by the Customer.
 
5.9 The Customer shall pay all sums within 30 days of the date of the invoice unless otherwise agreed in writing without any set off deduction, counterclaim or any other withholding of monies. Time for payment is of the essence.Payment shall not be deemed to be paid until CTV has received either cash or cleared funds in respect of the full amount outstanding.
 
5.10 If any sum due from the Customer to CTV under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to CTV shall become due and payable immediately and CTV shall be entitled to:
(a) Cancel or suspend its performance of the Contract or any order including suspending deliveries of the Goods, or in by notice in writing to the Customer terminate the contract without liability to CTV;
(b) Require the Customer to pay for Goods prior to their despatch or collection from CTV’s place of business; and
(c) Charge the Customer
(i) An interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of eight per cent (8%) per annum above the official European Central Bank’s refinancing rate prevailing from time to time until payment is made in full;
(ii) Reasonable debt recovery costs; and
(iii) The cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
 
 
6. Warranty
 
6.1 For goods not manufactured by CTV the warranty of the supplied material shall be always limited to the period of warranty from the manufacturer thereof.
 
6.2 If the Customer establishes in accordance with Condition 3.9 in writing and to CTV’s reasonable satisfaction that there is a defect in the materials or workmanship of the Goods supplied or there is some other failure by CTV or the manufacturer in relation to the conformity of the Goods with the Contract, CTV shall at its option, at its sole discretion and within a reasonable time:
(a) Repair or make good such defect or failure in such Goods free of charge to the Customer (including all costs of transportation of any Goods or materials to and from the Customer for that purpose); or
(b) Replace such Goods with Goods which are in all respects in accordance with the Contract and that shall be invoiced until the inspection of the damaged Goods has determined that there is a defect or some other failure in the materials or workmanship of these Goods; or
(c) Issue a credit note to the Customer in respect of the whole or part of the Contract Price of such Goods as appropriate, having taken back such Goods or materials relating to such Goods, provided that the liability of CTV under this Condition 7 shall in no event exceed the purchase price of such Goods and performance of any one of the above options shall constitute an entire discharge of CTV’s liability under this warranty.
 
6.3 It is an option for CTV to send replacement Goods before the Customer has returned the faulty or damaged Goods for inspection. All replacement Goods shall be invoiced and the faulty or damaged Goods shall be returned within three weeks to CTV for inspection, otherwise CTV may not accept this return. In the case that this inspection has determined that there is a defect or some other failure in the materials or workmanship of these Goods, CTV will credit the amount of the replacement Goods.
 
6.4 CTV shall be under no liability under the warranty at Condition 6.2 above:
(a) In respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow CTV’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without CTV’s approval;
(b) If the total price for the Goods has not been paid by the due date for payment;
(c) For any Goods manufactured or appropriated to the Contract in accordance with any design, specification, instruction or recommendation made to CTV by the Customer;
(d) In respect of any type of defect, damage or wear specifically excluded by CTV by notice in writing; or
(e) If the Customer makes any further use of the Goods after giving notice in accordance with Condition 7.2.
 
6.5 CTV mayrequire the Customer to deliver back the Goods which have been replaced and legal title to the replaced Product shall re-vest in CTV. In case of a valid warranty claim, CTV shall only bear all reasonable return transportation costs if the Contract involves carriage of the Goods.
 
6.6 The Goods are delivered free from any rights or claims third parties based on industrial property or other intellectual property. Unwarranted claims of industrial or intellectual property infringement by third parties shall not constitute a breach of this duty.
 
6.7 The warranties set out in this Contract are the only warranties which shall be given by CTV and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
 
 
7. Limitation on Liability
 
7.1 CTV shall have no Liability for defective Products and/or Services where the defect has been caused or to the extent it has been contributed to by the Customer.
 
7.2 CTV shall have no Liability to the Customer if and as long as the price for the Products and/or Services has not been paid in full by the due date for payment.
 
7.3 CTV shall have no Liability to the Customer for defective Products or Services, Products not despatched or damaged or lost in transit unless the event is notified to CTV within the appropriate time limit set out in this Contract under clause 3.9.
 
7.4 CTV shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Products or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
 
7.5 CTV shall have no Liability to the Customer for any consequential costs, damage of economic or other similar special damages and losses, business interruptions, or loss of business, contracts, opportunity etc.
 
7.6 CTV shall not accept any additional labour hours relating to faulty, wrong or missing materials, or any liquidated damages incurred by the Customer relating to any claim.
 
7.7 If CTV fails to deliver the Goods for any reason (other than the Customer's fault) and CTV is accordingly liable to the Customer, CTV's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Supplies.
 
7.8 CTV’s total aggregate liability under these Terms for all claims arising out of or in connection with this contract shall in no event, under statutory law or tort, exceed the price paid in respect to the Goods to which such liability relates.To the extent that any Liability of CTV to the Customer would be met by any insurance of CTV then the Liability of CTV shall be extended to the extent that such Liability is met by such insurance. This limitation of liability shall not apply in intent and gross negligence.
 
7.9 The Customer acknowledges that CTV has calculated the price of the Goods on the basis that CTV will exclude or limit its liability as set out in these Terms and the Customer agrees and warrants that:
(a) The Customer shall insure against or bear itself any loss for which CTV has excluded or limited its liability for in these Terms; and
(b) CTV shall have no further liability to the Customer.
 
 
8. Import/Export Licences, Anti-Corruption
 
8.1 The Customer is responsible for obtaining, at its own cost, such import and export licences and other consents in relation to the Goods as are required from time to time and, if required by CTV, the Customer shall make those licences and consents available to CTV prior to shipment. Every contract under these Terms and Conditions is conditional upon that no sanctions, embargos or other hindrances by set out by the United Nations, the European Union or other trade law applies. The Customer additionally warrants that it will comply with all applicable anti-corruption laws. The Customer shall indemnify CTV for any damage derived from any breach of the Customers obligations mentioned under this clause. 
 
 
9. Subcontracting, Assignment and Third Party Rights
 
9.1 The Customer shall not be entitled to assign, charge, subcontract or transfer any rights to its customers or any part of them without the prior written consent of CTV. Any transfer of rights exceeding these Terms and Conditions shall remain the sole responsibility of the Customer. CTV may assign, charge, subcontract or transfer the Contract or any part of it to any person.
 
 
10. Force Majeure
 
10.1 CTV reserves the right to suspend or cancel the Contract in whole or in part (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business and its obligations under the Contract due to any events of force majeure, i.e. any circumstances beyond the reasonable control of CTV including, without limitation, events of flood, lightning, war, revolution, acts of terrorism, riot or civil commotion, strikes, lock outs or other industrial action (whether of the affected party’s own employees or others), failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services provided that, if the event of force majeure continues for a continuous period in excess of 3 months, the Customer shall be entitled to give notice in writing to CTV to terminate the Contract.
 
 
11. Breach of Contract or Insolvency
 
11.1 CTV may immediately suspend performance of the Contract, cancel any outstanding delivery of the Goods, stop any Goods in transit or by notice in writing to the Customer terminate the Contract without liability to CTV if:
(a) The Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy or fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by CTV to remedy or desist from such breach within a period of 14 days; or
(b) The Customer enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement or an analogous procedure in the country in which it is established.
 
11.2 Notwithstanding any such termination or suspension in accordance with Condition 10, the Customer shall pay CTV for all Goods delivered up to and including the date of suspension or termination.The Customer shall indemnify CTV for any losses incurred by it solely in connection with or resulting from a valid cancellation of the contract by the Customer.
 
11.3 Termination of the contract for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination.
 
 
12. Confidentiality and Data Protection
 
12.1. Neither Party shall without the prior written consent of the other disclose or make use of any confidential or sensitive information (including but not limited to trade secrets, prices, method of and business operations, designs, manufacturing calculations and drawings) of the other. This obligation shall remain in force for a period of 2 years after the fulfilment of the contract unless the information was publicly known at the time of disclosure or rightfully obtained by the receiving party without restrictions.
 
12.2 CTV informs the Customer that the personal data provided will be treated as strictly confidential according to the Organic Law 15/1999, from the 13th of October 1999, on Personal data Protection, and the Royal Decree 1720/2007 from the 21st of December 2007.
 
 
13. General
 
13.1 Any intellectual property rights created by CTV in the course of the performance of the Contract or otherwise in the Goods or in any Product Application Drawings shall remain CTV’s property. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the intellectual property rights of CTV (including those existing before the date of the acceptance).
 
13.2 The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of the remainder of the contract and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
 
13.3 If any condition is held to be invalid or unenforceable for any reason, such invalidity will not affect the rest of the Contract which will remain valid and enforceable in all respects. The invalid or unenforceable provision shall be replaced by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect pursued by the parties with the invalid or unenforceable provision. The same shall apply to unforeseen loopholes.
 
 
 
14. Entire Agreement
 
14.1 The Customer irrevocably and unconditionally waives any right it may have to claim damages for, or to rescind the Contract because of breach of any warranty not contained in these Terms, or any misrepresentation whether or not contained in these Terms, unless such misrepresentation was made fraudulently.
 
14.2 The Customer acknowledges that this Agreement has not been entered into wholly or partly in reliance on, nor has the Customer been given any warranty, statement, promise or representation by CTV or on behalf of CTV and other than as expressly set out in this Agreement.
 
14.3 Nothing in this Condition 14 shall exclude any liability if such misrepresentation was made fraudulently.
 
 
15. Law and Jurisdiction
 
15.1 The construction and interpretation of the Contract is governed by the law of Spain, which shall also govern all claims, disputes or differences between the parties arising out of or in connection with the Contract whether or not such claim, disputes or differences arise in contract, tort, statute, the common law, equity or otherwise.
 
15.2 Any dispute arising out of these Terms and Conditions shall be referred to and resolved exclusively by the competent courts for the place of CTV’s registered office (Málaga, Spain).To this effect, the parties to the Contract agree that the place of performance is Málaga, Spain, notwithstanding any other agreement concerning the details of delivery.
 
15.3 The parties to the Contract agree, for the benefit of CTV, that:nothing in this Condition 15 shall limit the right of CTV to refer any claim against the Customer to any other court of competent jurisdiction outside Spain, to the jurisdiction of which the Customer hereby irrevocably agrees to submit, nor shall CTV, by taking proceedings in one or more jurisdictions be precluded from taking proceedings in any other jurisdiction whether concurrently or not.
 
 
 
Málaga, the 18th of February, 2016