Málaga / Spain 15.06.2026
These Commercial Terms & Conditions establish the contractual and operational framework governing the ongoing business relationship between COMPONENTES DE TRÁFICO VERTICAL, S.L. (“CTV”) and its customers.
They are intended to provide a clear and transparent framework reflecting the current technical, engineering, manufacturing and project-related nature of the products and services supplied by CTV.
These Terms supersede previous general terms and conditions unless otherwise expressly agreed in writing.
0. Definitions
“CTV” means COMPONENTES DE TRÁFICO VERTICAL, S.L.
“Customer” means any purchaser, buyer, contractor, integrator or other entity placing an order with CTV.
“Contract” means any agreement for the supply of Goods and/or Services by CTV to the Customer.
“Goods” means any products, materials, components, systems or equipment supplied by CTV.
“Services” means any engineering, design, technical, manufacturing, consulting or related services supplied by CTV.
“Terms” means these Commercial Terms & Conditions.
“Writing” or “written” includes email communication unless expressly stated otherwise.
1. Scope
1.1 These General Terms and Conditions (“Terms”) shall apply to all quotations, sales, supplies, engineering services, drawings, technical documentation, manufacturing activities and deliveries provided by COMPONENTES DE TRÁFICO VERTICAL, S.L. (“CTV”) to any customer (“Customer”).
1.2 These Terms apply to all goods, materials, components, systems, engineering services, technical documentation, drawings and related services supplied by CTV (“Goods” and/or “Services”).
1.3 These Terms are available at www.ctvlifts.com and are deemed accepted by the Customer upon:
• placement of an order;
• acceptance of a quotation;
• issuance of a purchase order;
• payment of a deposit; or
• commencement of engineering, procurement, manufacturing or delivery activities by CTV.
1.4 These Terms shall prevail over any terms or conditions submitted by the Customer unless expressly accepted by CTV in writing.
1.5 Any terms or conditions submitted by the Customer are hereby expressly rejected unless expressly accepted in writing by CTV.
1.6 Any reference by the Customer to its own terms and conditions in any purchase order, platform, portal, acknowledgement or other document shall be of no effect and shall not apply to the Contract unless expressly accepted in writing by CTV.
1.7 Commencement of engineering, procurement, manufacturing, delivery or performance by CTV shall not constitute acceptance of any Customer terms and conditions.
1.8 In the event of conflict between Customer documents and these Terms, these Terms shall prevail unless expressly agreed otherwise in writing by CTV.
2. Formation of Contract
2.1 Any quotation issued by CTV is non-binding and valid for thirty (30) calendar days unless otherwise stated in writing. Quotations are not binding unless expressly confirmed by CTV in writing.
2.2 A Contract shall be deemed concluded at the earlier of:
• written order confirmation by CTV;
• commencement of engineering or manufacturing works by CTV;
• procurement of materials specific to the order;
• receipt of payment or deposit from the Customer.
2.3 The Customer is responsible for ensuring that all technical, dimensional, commercial and regulatory information provided to CTV is complete, accurate and final.
2.4 Any drawings, specifications or approvals issued by the Customer shall be deemed approved and binding unless objections are raised in writing within the agreed review period.
2.5 Oral agreements, statements or representations shall not be binding unless confirmed in writing by an authorised representative of CTV.
2.6 Any amendment, variation or cancellation of the Contract shall require written agreement by both parties.
2.7 No modification or waiver shall be effective unless made in writing and signed by authorised representatives of CTV.
3. Engineering, Drawings and Technical Responsibility
3.1 Product application drawings, layouts, calculations and technical proposals supplied by CTV are prepared exclusively on the basis of the information provided by the Customer.
3.2 The Customer remains responsible for:
• project coordination;
• site conditions;
• building interfaces;
• structural suitability;
• regulatory approvals;
• final installation suitability;
• compliance of third-party supplied elements.
3.3 CTV shall not assume responsibility for:
• incomplete or inaccurate information supplied by the Customer;
• late customer modifications;
• changes in project scope;
• third-party designs or interfaces;
• installation methodology unless expressly agreed in writing.
3.4 Any engineering work, redesign, drawing modifications, customer-requested changes, revisions or delays caused by incomplete information may entitle CTV to:
• revise delivery dates;
• charge additional engineering costs;
• revise prices;
• suspend works pending clarification.
3.5 Lead times shall commence only upon:
• confirmation of all required project information;
• final technical clarification and drawing approval;
• receipt of agreed payments where applicable.
3.6 Any target dates or estimated delivery dates issued before final engineering clarification shall remain indicative only.
3.7 Any drawings, calculations, layouts or technical proposals supplied by CTV are prepared solely for the purpose of the agreed supply scope and based on the information provided by the Customer. CTV shall not assume any broader design responsibility, project coordination responsibility or fitness-for-purpose obligation unless expressly agreed in writing.
3.8 The Customer remains responsible for final verification of suitability for the intended application and installation environment.
3.9 The Customer acknowledges that the Goods form only part of a broader project or system for which CTV is not responsible unless expressly agreed in writing.
4. Delivery and Incoterms
4.1 Unless otherwise agreed in writing, deliveries shall be governed by Incoterms® 2020 published by the International Chamber of Commerce.
4.2 Unless otherwise agreed, delivery shall be EXW Málaga, Spain.
4.3 Delivery dates are estimates only and shall not constitute guaranteed delivery dates unless expressly agreed in writing. CTV shall not be liable for delays in delivery except in cases of gross negligence or wilful misconduct.
4.4 Delays caused by:
• customer modifications;
• late approvals;
• missing information;
• late payments;
• third-party dependencies;
• force majeure events;
• supplier disruptions;
• logistics disruptions;
shall automatically extend the delivery schedule accordingly.
4.5 The Customer shall not be entitled to reject the Goods or terminate the Contract for delay unless the Customer has provided written notice granting CTV a reasonable additional period for performance and CTV has failed to perform within such additional period.
4.6 CTV may perform partial deliveries and invoice them separately.
4.7 The Customer shall accept early or partial deliveries where reasonably possible.
4.8 If the Customer delays collection, shipment, approval or acceptance of the Goods, CTV may:
• invoice the Goods;
• transfer risk to the Customer;
• store the Goods at the Customer’s cost;
• suspend further deliveries;
• terminate the Contract after reasonable notice.
CTV may additionally recover all reasonable storage, handling, transport and administrative costs resulting from such delay.
In the event of prolonged Customer delay or refusal to take delivery, CTV reserves the right, after reasonable notice, to resell, reallocate or otherwise dispose of the Goods and recover any resulting costs or losses from the Customer.
4.9 Goods ready for collection shall be collected within three (3) working days unless otherwise agreed.
5. Inspection, Acceptance and Claims
5.1 The Customer shall immediately upon delivery carry out a reasonable inspection of the Goods.
5.2 Any visible defects, shortages or transport damage must be notified in writing within five (5) business days of delivery. Packaging defects and transport damage must be reported immediately upon arrival.
5.3 Any hidden defects must be notified in writing within thirty (30) business days from delivery.
5.4 Failure to notify within these periods shall constitute full acceptance of the Goods.
5.5 Installation, use, integration, resale or commissioning of the Goods shall constitute irrevocable acceptance.
5.6 No Goods may be returned without prior written authorization from CTV.
5.7 Unless otherwise agreed, return transport costs shall be borne by the Customer.
6. Price and Payment
6.1 Prices are those stated in the quotation or order confirmation issued by CTV.
6.2 Unless otherwise stated, prices:
• exclude VAT and taxes;
• exclude transport and insurance;
• exclude customs duties;
• exclude installation and site works.
6.3 Prices are based on:
• current raw material costs;
• exchange rates;
• supplier pricing;
• energy and transport costs;
• agreed delivery schedule.
6.4 CTV reserves the right to revise prices where significant increases occur in:
• raw materials;
• transport;
• energy;
• exchange rates;
• supplier costs;
• regulatory obligations.
6.5 Prices may additionally be revised where:
• drawing approval exceeds six (6) weeks from order date;
• the Customer postpones delivery beyond standard lead time;
• customer-requested modifications generate additional engineering or procurement work.
6.6 Unless otherwise agreed, invoices are payable within thirty (30) days from invoice date.
6.7 Time for payment shall be of the essence.
6.8 The Customer shall not be entitled to withhold payment, make any deduction, set-off or counterclaim against any amounts due to CTV unless expressly agreed in writing by CTV.
6.9 Late payment shall entitle CTV to:
• suspend deliveries or engineering activities;
• require advance payment;
• charge statutory interest;
• charge debt recovery costs;
• terminate the Contract.
6.10 Partial payment or deposit shall not reduce the Customer’s liability for the remaining Contract value.
6.11 In the event of overdue payment, all outstanding amounts owed by the Customer to CTV shall become immediately due and payable.
6.12 If additional engineering, procurement, manufacturing, storage, transport or administrative costs arise due to Customer delays, interruptions, modifications, lack of instructions or suspension of works, CTV shall be entitled to charge such additional costs accordingly.
7. Cancellation and Amendments
7.1 Once the Contract has been formed, cancellation or amendment shall only be possible by written agreement.
7.2 In case of cancellation by the Customer, the Customer shall compensate CTV for:
• engineering works performed;
• procurement commitments;
• manufactured materials;
• supplier cancellation costs;
• administrative costs;
• reasonable loss of margin.
The Customer shall indemnify CTV against all resulting costs, losses and liabilities arising from such cancellation.
7.3 For bespoke, customized or project-specific Goods, the full Contract value may become immediately due once:
• engineering has commenced;
• procurement has commenced;
• production has commenced.
7.4 Customer-requested changes after drawing approval or commitment date may:
• impact lead time;
• generate additional engineering costs;
• require revised pricing;
• require revised delivery schedules.
7.5 CTV reserves the right to suspend engineering, procurement, manufacturing or delivery activities pending clarification or agreement regarding customer-requested modifications, delays or commercial changes.
8. Passing of Risk and Retention of Title
8.1 Risk shall pass to the Customer in accordance with the agreed Incoterm.
8.2 Ownership of the Goods shall remain with CTV until full payment of all amounts due has been received.
8.3 Until ownership passes:
• the Customer shall store the Goods separately;
• the Goods shall remain identifiable as property of CTV;
• the Customer shall insure the Goods adequately.
8.4 Until ownership passes, the Customer shall hold the Goods on a fiduciary basis as bailee for CTV.
8.5 CTV, its employees or agents shall be entitled to enter any premises where the Goods are stored in order to inspect, recover or repossess the Goods.
8.6 CTV reserves the right to resell or otherwise dispose of repossessed Goods and recover any resulting losses or costs from the Customer.
8.7 CTV shall be entitled to pursue payment of all outstanding amounts irrespective of whether ownership of the Goods has passed to the Customer.
9. Warranty
9.1 Unless otherwise agreed in writing, the warranty period shall be twenty-four (24) months from the date the Goods are made available for collection, shipment or delivery.
Written notice that the Goods are ready for collection, shipment or delivery shall constitute availability.
9.2 The warranty period shall not be extended, renewed or restarted by repair, replacement or partial replacement of Goods.
9.3 Any storage period resulting from Customer delay shall not suspend or extend the warranty period.
9.4 For third-party manufactured components, warranty shall be limited to the warranty provided by the original manufacturer.
9.5 Subject to proper notification and verification, CTV may at its sole discretion:
• repair defective Goods;
• replace defective Goods;
• issue a credit note.
9.6 Warranty obligations shall not apply where defects arise from:
• misuse;
• improper installation;
• inadequate maintenance;
• customer modifications;
• third-party interference;
• abnormal operating conditions;
• non-compliance with CTV instructions.
9.7 Warranty obligations shall not apply unless all amounts due to CTV have been paid in full.
9.8 Warranty obligations shall cease if the Customer continues to use the Goods after a defect has become apparent or should reasonably have become apparent.
9.9 CTV’s liability under this Warranty shall in no event exceed the purchase price of the affected Goods.
9.10 Warranty claims do not entitle the Customer to suspend payment obligations.
9.11 Replacement materials supplied prior to inspection may be invoiced until defective Goods are returned and verified.
9.12 The warranties expressly stated in these Terms are the only warranties provided by CTV. All other warranties or conditions, whether express or implied by law, are excluded to the fullest extent permitted by law.
10. Limitation of Liability
10.1 CTV shall not be liable for:
• indirect or consequential losses;
• loss of profit;
• loss of business;
• loss of opportunity;
• liquidated damages;
• installation labour costs;
• additional labour hours;
• site costs;
• delays caused by third parties;
• customer-caused delays or modifications.
10.2 CTV shall have no liability to the Customer unless all amounts due to CTV have been paid in full.
10.3 CTV shall have no liability for defects, shortages, damage or delay claims unless notified within the time limits specified in these Terms.
10.4 In the event of non-delivery, CTV’s liability shall in no event exceed the difference between the Contract price and the reasonable replacement cost of equivalent goods.
10.5 CTV’s total aggregate liability arising out of or in connection with the Contract shall not exceed the total Contract value actually paid to CTV.
10.6 The Customer shall insure against or otherwise bear any losses excluded or limited under these Terms.
10.7 Nothing in these Terms excludes liability for:
• fraud;
• wilful misconduct;
• gross negligence where exclusion is prohibited by law.
11. Force Majeure
11.1 CTV shall not be liable for delay or non-performance caused by events beyond its reasonable control including but not limited to:
• war;
• terrorism;
• strikes;
• supplier failures;
• failures of suppliers or subcontractors beyond CTV’s reasonable control;
• shortages of materials;
• transport disruption;
• pandemics;
• governmental restrictions;
• cyber-attacks;
• energy shortages;
• natural disasters.
CTV reserves the right to suspend or cancel the Contract in whole or in part without liability where performance is prevented or delayed by such events, including obligations of delivery, engineering, manufacturing or procurement.
11.2 Delivery schedules shall be extended accordingly.
11.3 If the force majeure event continues for more than three (3) consecutive months, either party may terminate the affected part of the Contract.
12. Confidentiality, IT and Data Protection
12.1 Both parties shall treat all commercial, technical and operational information as confidential.
12.2 Confidential information includes:
• drawings;
• calculations;
• pricing;
• designs;
• BOMs;
• engineering concepts;
• manufacturing methods;
• software;
• project documentation.
12.3 The Customer shall not disclose or transfer confidential information to third parties without written consent from CTV.
12.4 The Customer shall not use confidential information for any purpose other than performance of the Contract.
12.5 The Customer shall not reproduce, manufacture, reverse engineer or permit third parties to use CTV drawings, designs or technical documentation without prior written consent.
12.6 All intellectual property rights relating to drawings, calculations, designs, software and technical documentation remain the exclusive property of CTV.
12.7 Personal data shall be processed in accordance with applicable GDPR and European data protection legislation.
12.8 The Customer shall ensure adequate IT security measures and shall not introduce malicious software, unauthorised software or cybersecurity risks affecting CTV systems or data.
12.9 The use of AI systems, automated tools or external platforms involving confidential CTV information shall require prior written consent from CTV.
12.10 Confidentiality obligations shall survive for a period of two (2) years following completion or termination of the Contract.
12.11 Confidentiality obligations shall not apply to information which:
• is publicly available other than through breach of these Terms;
• was lawfully obtained from a third party without restriction;
• or was already lawfully known by the receiving party.
13. Compliance and Export Control
13.1 The Customer shall comply with:
• applicable export control laws;
• sanctions regulations;
• anti-corruption legislation;
• trade compliance requirements.
13.2 The Customer shall be responsible for obtaining and maintaining all import licences, permits, approvals and consents required for the import, installation or use of the Goods.
13.3 The Customer shall provide all necessary export, import and customs documentation required for shipment and delivery in due time.
13.4 CTV may suspend, withhold or terminate deliveries or performance if compliance, sanctions, export-control or customs risks arise.
13.5 The Customer shall indemnify CTV against losses resulting from violations of this clause.
14. Insolvency and Breach
14.1 CTV may suspend or terminate the Contract immediately if the Customer:
• becomes insolvent;
• enters liquidation or administration;
• fails to pay amounts due;
• materially breaches the Contract;
• enters bankruptcy, administration, receivership, liquidation, insolvency proceedings or any arrangement with creditors.
14.2 CTV may suspend deliveries, withhold performance, require advance payment or terminate the Contract without liability upon occurrence of any such event.
14.3 Termination or suspension by CTV shall not affect any accrued rights, remedies or payment obligations.
15. General Provisions
15.1 If any provision of these Terms is held to be invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity, enforceability or applicability of the remaining provisions or of these Terms as a whole.
15.2 Failure by either party to enforce any provision shall not constitute waiver.
15.3 These Terms constitute the entire agreement between the parties unless otherwise agreed in writing.
15.4 No Customer terms, purchase conditions, portal conditions or commercial practices shall modify these Terms unless expressly agreed in writing by CTV.
15.5 The Customer shall not assign, transfer or otherwise dispose of any rights or obligations under the Contract without prior written consent from CTV.
15.6 CTV reserves the right to subcontract or delegate any part of the supply, engineering, manufacturing or delivery obligations under the Contract.
15.7 Rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law.
15.8 Each limitation, exclusion, defence, indemnity and protection contained in these Terms shall operate independently and shall survive even if any other provision is found invalid or unenforceable.
15.9 Headings are for convenience only and shall not affect interpretation.
15.10 No partnership, agency or joint venture relationship is created by these Terms.
16. Governing Law and Jurisdiction
16.1 These Terms and any Contract shall be governed by the laws of Spain.
16.2 Exclusive jurisdiction shall lie with the competent courts of Málaga, Spain, irrespective of the Customer’s domicile or place of business. The Customer expressly submits to such jurisdiction.
16.3 Notwithstanding the above, CTV reserves the right to pursue claims before any other competent court where legally permissible.