GENERAL SALES CONDITIONS ASTURIANA DE LAMINADOS, S.A.
The following General Sales Conditions (henceforth “GSC”) from ASTURIANA DE LAMINADOS S.A., henceforth “elZinc®” are configured as a binding text addressed to those clients who wish to purchase elZinc® products. The publishing of the GSC in this web page implies the express repeal and replacement of any previous conditions of sale made available by elZinc®, except specific written individual agreements to the contrary. elZinc® reserves the right not to attend or service the orders of clients which, in their judgement, are outside the framework of this document, manifestly contrary to the GSC or to the good faith that governs the commercial operations between professionals.
Orders will be sent by fax or e-mail to the following addresses:
|– firstname.lastname@example.org||– email@example.com|
|– Or any e-mail address corresponding to any client account manager assigned specifically by elZinc®.|
The illustrations, sketches, technical and weight specifications, as well as any other data, included or not in the offers, catalogues, adverts or pricelists, that are sent to clients beforehand, during the order or after its confirmation by elZinc® must be considered as approximate indications. Data derived from the aforementioned documents will only be binding if a written agreement is reached between the client and elZinc®.
Once recieved and expressly confirmed via e-mail by elZinc®, the orders will be considered firm and irrevocable. Moreover, they must be complete and clearly defined in the elements that comprise them. Specifically, the required details of elZinc® products and shipping instructions (shipping will always be done according to FCA conditions –Incoterms 2010– at Nº1, Villallana Industrial Estate, 33695 Villallana, Lena, Asturias, Spain), or DAP conditions –Incoterms 2010– if previously agreed in writing with the client. The client will be liable for any expenses originating after the moment elZinc® has made the elZinc® products available to them. The time before the elZinc® products are made available will be between two to four weeks following the confirmation of the order, save under circumstances of force majeure. The effective date of availability of elZinc® products will be communicated with sufficient notice to the client.
- ORDER CONFIRMATION
Each and any order recieved from a client shall be expressly confirmed via e-mail, within five working days after its reception in accordance to that established in this GCS. The confirmation of the client’s order shall include: amounts (expressed in tonnes and rounded up, or otherwise in the appropriate unit of measurement that corresponds to each article,) and elZinc® product type (from any present range or range developed in the future); as well as the metal booking and the conversion price of the selected elZinc® product. If an order is placed that is inferior to five (5) tonnes, the lump sum to which the amount ascends will be increased with the corresponding expenses which shall be duly indentified in elZinc®’s confirmation.
The cancelation of a confirmed order 5 working days following the order’s confirmation, shall incurr a compensation fee of twenty five percent (25%) of the lump sum of the elZinc® products order made by the client, unless elZinc® issues a written statement to the contrary. Notwithstanding the above, a confirmed order that has been manufactured by elZinc® cannot be cancelled.
3.1 Delivery time
elZinc® is commited to make its best efforts to deliver the elZinc® products requested by the client within the aforementioned time period. The client is hereby made aware that the time periods shall not be considered as an essential limit, unless specified to the contrary in writing.
elZinc® shall not be held liable in any way if the elZinc® products were not made available according to the indicated terms, due to causes unrelated to elZinc, or if the cause were generated totally or partially by the client. A delay in the availability of elZinc® products shall not grant any total or partial cancelation rights for the client’s order, unless they are attributable to negligent or malicious conduct by elZinc®. In any other circumstances, the elZinc® products shall only be returned to the factory by the client if a written agreement is reached with elZinc®.
3.2 Delivery modalities
Due to the nature of the products that it manufactures, elZinc® may agree unilaterally to split deliveries, which will always be subjected to the criteria of availability of the elZinc® products. Unless stated to the contrary, the elZinc® products shall be delivered according to the specifications of the relevant national and international standards and certificates obtained and according to tolerances accepted in the trade, in particular with regard to rolled products (rolls, coils and sheets). Hence, elZinc® hereby informs the client that amounts delivered may be higher or lower than those specified in the order (difference between the requested theoretical weight and the resulting real weight). Moreover, if a client requests rolled products, the former accepts the potential existence of a weight difference between the requested amount and the amount effectively delivered (as long as the thickness of the delieverd material is within thickness tolerance limits established in the applicable standards).
If the client declares itself insolvent or in dissolution, or if any of its creditors should have done so, excercising powers granted to them by current legislation, elZinc® can suspend the availability of any elZinc® products related to such circumstances.
3.3 Conformity and product returns
No elZinc® product shall be returned to elZinc® unless so established by express written consent from elZinc®. Any product that is returned, must be returned in the same conditions that they were made available to the client originally (original packaging, etc). The expenses related to the return of the goods shall be borne entirely by the client.
Product conformity: any discrepancy against elZinc® products must be notified via e-mail (and later confirmed through a certified letter acknowledging receipt), during the first four (4) working days after the reception of the products, for visible contingencies. If non- conformity is manifested as a consecuence of hidden defects in elZinc® products, the notification time, in such circumstances, is fifteen (15) working days. In any case, the client must prove the existence of the alledged defects. elZinc® pledges to return elZinc® products and bear its return costs as well as the delivery expenses of elZinc® products to substitute defective material, if the requirements established in this paragraph are met, during the fifteen (15) working days after receiving the duely justified notification, once the specific details are agreed upon in writing between the client and elZinc®.
The client bears all responsibility for the elZinc® products once they have been available to them. elZinc® shall not be held liable for, in any way whatsoever, any damage suffered by the elZinc® products due to incorrect loading, or any other conduct or circumstance that arises in after the elZinc® products were made available to the client (despite any voluntary intervention and good faith in loading operations).
The price applicable to the different elZinc® products shall be fixed depending on the moment the client places the order. The client is hereby made aware that the total fixed price does not include any applicable statutory taxes. Moreover, the client acknowledges, through the acceptance of these GCS, that the raw materials used to manufacture elZinc® products are indexed to the index of the worldwide reference market for non-ferrous metals “LME” (London Metal Exchange: https://www.lme.com/). In addition to the aforementioned, the client acknowledges and accepts being completely informed regarding price variations and potential volatility of the materials with which elZinc® products are manufactured. Likewise, the client acknowledges that elZinc® may modify the conversion prices of elZinc® products, according to market conditions, having issued previously a notification to this effect during the year in course, as a consecuence of any possible variations.
Any notification related to the increase or decrease of elZinc® product prices will be performed via e-mail to the client immediately. Moreover, if between the acceptance of the order and the date the elZinc® products are made available, more than 2 months pass by, due to causes non-attributable to elZinc®, conversion prices may be increased if the production costs used as a base for their calculation (raw material prices, salaries, crude, etc.) suffer increases.
Unless stated to the contrary in writing, prices do not include indirect taxes.
- PAYMENT CONDITIONS
Payment conditions will be agreed individually with each client, in accordance with the profesional criteria of elZinc®’s insurance company, within the current legal framework, and specifically following law 3/2004 of the 29th of December, which establishes measures to fight against non-payment in commercial operations.
elZinc®may demand, at any moment, enough garantees from the client, destined to cover the totality of his obligations.
Clients negligence in relation with the purchase or conformity of elZinc® products will not interrupt or alter in any way the acquired payment obligations.
elZinc® guarantees that elZinc® products will not present any manufacturing defects and will conform to the applicable legislation and standards.
Clients acknowledge that, given the special nature of elZinc®’s products compositon, every storage and stocking requirement must be respected, to ensure that the product’s quality is not negatively affected. Thus, elZinc® products must be stored, transported, handled, processed and installed following the guidelines and recommendations issued by elZinc®. These extend to all materials used to fix elZinc® products, as well as the construction of the supporting structure. Moreover, to activate the warranty: (i) elZinc® products must be inspected before installation and photographed by the client; (ii) once installed, they must be inspected yearly, and subjected to correct and appropriate maintenance; and (iii) no type of paint, film or any other superficial layer, shall be applied on them.
Furthermore, elZinc® guarantees that the manufacturing of elZinc® products is performed according to the requisits established by the standards EN 988 and EN 1179. Nonetheless, if during the warranty period (20 years from the moment elZinc® products are made available) it is proved that the product is defective and does not meet the rules specified in this paragraph, which results in perforation by corrosion, elZinc® undertakes to substitute or repair the product free of any charge. The decision to substitute or repair the defective material, defective for the aforementioned reason, as well as the manner in which this is performed, shall correspond exclusively to elZinc®.
The warranty shall be void if the client has performed, directly or through a third party, any kind of action on the defective material to repair or replace it, unless previously authorized by elZinc® in writing. The procedure to activate the offered guarantee is completed by sending to elZinc® a copy of the purchase invoice along with the lot number of the elZinc® products purchased. Such notification shall describe, as in as much detail as possible, the nature of the problem, including a survey performed by a duly qualified professional surveyor. Documentary evidence of the periodic maintenance performed must be attached to the surveyor’s report. Finally, elZinc® shall be given the chance (directly or through an authorized representative) to inspect on site the elZinc® products claimed as defective, according to the terms established in this clause, whilst they are still on the roof or façade, before any third party intervenes.
If these recomendations or others issued individually are not followed, the quality of elZinc® products could be compromised, and elZinc® shall be free from any liability.
In any case, elZinc® shall not be held liable for any damage resulting from or in any way attributable to:
- Modifications or repairs on the zinc roof or façade (unless authorized in writing by elZinc®) or on any other part of the building that could affect the correct functioning of the roof or façade.
- Negligence or misuse of the material before, during or after installation.
- Any flaws in the design and / or execution of the cladding’s supporting structure and unappropriate use of materials (use of materials incompatible with zinc etc.).
- Movement or settlement of any kind of the zinc’s supporting structure.
- Natural disasters, including, though not limited to: hurricanes, tornados, floods, earthquakes and any other extreme weather or natural phenomenon that may damage the elZinc® products.
- Severe cases of acid rain and/ or other atmospheric pollutants.
- Efflorescence or performance of any paint / coatings applied to the product in any moment, or lack thereof.
- Any other cause not involving manufacturing defects attributable to elZinc®.
The present warrant does not cover decoloration or colour changes of elZinc® products or any aspect of any factory applied surface treatment or any other defect in the product, other than manufacturing defects in the zinc itself that lead to corrosion.
- FORCE MAJORE
Force majeure is the unforeseeable and unavoidable contingencies that make it impossible to comply with the obligations acquired and are totally beyond the control of elZinc®.
elZinc® shall not be liable for failure to make Products available, or for any delay in their obligation, if due to recognised causes of force majeure.
In particular, but not limited to, the following events shall be understood as force majeure:
Natural disaster, epidemics, pandemics, earth movements, electrical storms, earthquakes, fires, storms, wars, preparations for war, blockades, revolutions, insurrections, mobilisations, civil disturbances, riots, strikes, lockouts, accidents in factories, explosions, breakages or accidents of essential machinery, closure or complete stoppage of a factory due to the impossibility of obtaining sufficient raw materials (Zinc) due to an event of force majeure as established herein, electricity and fact of the prince.
elZinc®, in the event of a situation of force majeure will contact the customer to notify him of the situation and impose the necessary measures in view of this event.
- REFERENCES TO CLIENTS, ADVERTISING AND INTELLECTUAL PROPERTY
elZinc® may use its client’s trademarks and completed projects as comercial references aimed to promote elZinc® products for the maximum amount of time legally available and worldwide. Likewise, clients may use the trademarks, property of elZinc®, to promote its commercial activities in the same terms. The use of any trademark, be it by elZinc® or by the client, will abide by the current regulations applicable at the time and must be performed in good faith and in mutual reputational benefit.
Moreover, through the acceptance of these GCS, the client, non-exclusively and worldwide, conscribed to the proper uses of the business sector to which elZinc® belongs during the maximum amount of legal time available, assigns to elZinc® the right to use and reproduce the trademarks of the client in any media of elZinc®’s choosing for any comercial or marketing activity related to elZinc® products. The client acknowledges and claims to be the owner or legitimate holder of the intellectual property rights over the intangible assets mentioned beforehand and assures elZinc® its untroubled quiet enjoyment.
The client must indemnify elZinc® and hold it harmless to any claims made against it, including those for damages, that any third party may instigate against elZinc®, provided that they are based on intellectual or industrial property infractions of elements assigned by the client to elZinc®.
elZinc® may, according to its own criteria, compensate any claims to the client, independently of the motives and the due, liquid and enforceable debts that may have been generated between the parties with any and all claims made against the former.
- LEGISLATION AND APLICABLE JURISDICTION
The GCS are ruled by their own terms and conditions, and with regard to any provision not established herein, by Spanish legislation, including United Nations Convention on Contracts for the International Sale of Goods of 11th April 1980. Any dispute or conflict that may arise as a consecuence of the interpretation or application of these GCS that cannot be resolved amicably will be resolved, exclusively, before the competent Courts and Tribunals of Asturias, Spain.
The declaration of annulment or invalidity of a part of these GCS does not imply the anulment or invalidation of the remainder. That which is declared nurll or invalid can be substituted by another or completed via interpretation according to the terms expressed in the rest of the GSC.
These GSC are published and hosted on elZinc®’s website www.elzinc.es. The users of such platforms will be able to clearly identify, through an easy to find intuitive access link (hyperlink), in the upper area of the space enabled for the inclusion of the GSC, the version in force at the time, and the date after which said GSC started to exert fully binding legal effects.
Any stipulation collected in these GCS will be of inmediate application, along with those individual agreements or pacts that elZinc® subscribes with its clients. In case of discrepancy between individual terms and the GCS, the content of the first shall always prevail.
In Villallana, Lena, 1st March 2020
ASTURIANA DE LAMINADOS S.A.