B2B General Terms of Sale

Last updated: 1 July 2026

1. Seller and scope

1.1 These B2B General Terms of Sale (“Terms”) apply to quotations, orders, sales, deliveries, accessories, spare parts, installation, commissioning, training and related services supplied by Jan Panek, trading as Freeze-Drying.Tech, Liofilizacion.es and Liofilizacao.pt (“Seller”, “we”, “us”).

VAT/NIF: ESY2362080V
Address: Rotonda de Versalles 23, 28512 Villar del Olmo, Madrid, Spain
Email: [email protected]
Telephone: +34 614 332 324

1.2 These Terms apply only where the customer acts for purposes relating to its trade, business, craft or profession (“Buyer”). By placing an order, the Buyer confirms that it is not acting as a consumer, that the person accepting the order has authority to bind it, and that the information it provides is accurate and complete.

1.3 Consumer purchases are accepted only where expressly confirmed by the Seller in writing. Mandatory consumer rights then apply and are described in the Returns, Cancellations and Consumer Rights Policy; they prevail over any incompatible provision of these Terms.

1.4 These Terms prevail over the Buyer’s purchase conditions or other standard terms unless the Seller has expressly accepted them in writing. Any individual Order Confirmation prevails over these Terms to the extent of an express inconsistency.

1.5 Rentals, demonstrations, loans, lease-to-own, instalment-use arrangements and similar transactions are not sales under these Terms. They require a separate written agreement signed by the Seller and the customer.

2. Quotations, orders and acceptance

2.1 Unless expressly stated otherwise, quotations are valid for 30 calendar days from issue. Quotations are invitations to contract and are not binding offers.

2.2 An order becomes binding only when: (a) the Seller issues a written Order Confirmation or Pro Forma Invoice; and (b) the 10% Booking Payment described in clause 4 has cleared in the Seller’s bank account, unless the Order Confirmation states another arrangement.

2.3 The Seller may refuse, suspend or cancel an order before shipment where credit risk, sanctions, export-control restrictions, compliance concerns, supplier inability, incorrect pricing or other circumstances make performance unlawful, impossible or commercially imprudent. If the Seller cancels for a reason not caused by the Buyer, it will refund payments received for that order, without further liability.

2.4 Product descriptions, technical data, images, capacity examples, recipes, production times, energy-consumption figures and application guidance are illustrative unless expressly incorporated into the Order Confirmation as guaranteed specifications.

3. Price, taxes and payment

3.1 Prices are in euros and exclusive of VAT, transport, insurance, installation, customs duties, import charges and other taxes unless the Order Confirmation expressly states otherwise.

3.2 The Buyer shall pay by bank transfer in cleared funds to the bank account stated on the Seller’s invoice. All bank charges are for the Buyer’s account. Payment is received only when credited to the Seller’s account.

3.3 Unless the Order Confirmation states otherwise, machine orders are paid as follows:

(a) 10% Booking Payment upon acceptance of the Order Confirmation;
(b) 40% Production Payment when requested by the Seller before release of production; and
(c) 50% Final Payment in cleared funds before shipment, collection, release of transport documents, installation, commissioning or training.

3.4 The Seller may suspend production, delivery, commissioning, training, service visits and future credit until every due amount is paid in full. The Buyer may not withhold, set off or reduce payment except for an amount finally determined by a competent court or expressly accepted in writing by the Seller.

3.5 In B2B transactions, late payments bear statutory late-payment interest under Spanish Law 3/2004, where applicable, from the due date without further notice. The Seller may also claim the statutory EUR 40 recovery amount and all additional reasonable, documented recovery, legal, storage, transport and enforcement costs.

4. Booking, production release and Buyer cancellation

4.1 The Booking Payment reserves the agreed model, commercial conditions and, where available, a production or allocation slot for the period stated in the Order Confirmation. It is credited toward the purchase price if the order completes.

4.2 If the Buyer withdraws, fails to provide required information, fails to pay the Production Payment, or otherwise does not proceed before the Seller issues a written Production Release Confirmation, the Seller may cancel the order and retain the 10% Booking Payment as an agreed and proportionate charge for allocation, administrative work, supplier coordination and loss of opportunity.

4.3 Production is released only after the Seller receives the Production Payment and sends a written Production Release Confirmation, or otherwise confirms in writing that a manufacturer order or production has been irrevocably initiated.

4.4 If the Buyer cancels, fails to proceed, or commits a material breach after production release, all amounts paid up to 50% of the total order value may be retained by the Seller as an agreed cancellation charge and reasonable minimum estimate of the Seller’s loss. This includes manufacturer commitment, configuration, procurement, packaging, administration, allocation of capacity and limited resale exposure.

4.5 If the Seller’s actual unrecovered loss reasonably exceeds that amount, the Buyer remains liable for the excess, including non-refundable factory charges, special configuration costs, packaging, transport cancellation, storage, insurance, finance, exchange-rate loss, resale discount and documented recovery costs. The Seller will take commercially reasonable steps to avoid unnecessary loss, but is not required to accept an uneconomic resale or substitute order.

4.6 The cancellation amounts in this clause are agreed commercial remedies and not a consumer withdrawal charge. They are without prejudice to any mandatory legal limitation or reduction that applies.

4.7 An Order Confirmation may state specific cancellation consequences for a particular machine, configuration, supplier or delivery route. Those specific consequences prevail.

5. Delivery, risk, unloading and storage

5.1 The Incoterm® 2020 and delivery place stated in the Order Confirmation govern. If no Incoterm is stated, delivery is EXW the Seller’s or manufacturer’s facility.

5.2 Where delivery is DAP, risk passes when the goods are placed at the Buyer’s disposal at the agreed destination, ready for unloading. Unloading, unpacking, placement, lifting equipment, internal movement and disposal of packaging are the Buyer’s responsibility unless expressly included in writing.

5.3 Delivery dates are estimates unless expressly guaranteed in writing. A delay caused by the Buyer, carrier, authority, supplier, customs, force majeure or another matter outside the Seller’s reasonable control does not entitle the Buyer to cancel or claim compensation.

5.4 The Buyer shall ensure safe access, adequate dimensions, floor loading, ventilation, drainage where required, electrical supply, permits, staffing and all other site conditions required by the manufacturer and applicable law.

5.5 If the Buyer delays collection, delivery, unloading, installation readiness or acceptance for more than five calendar days after notice of readiness, the Seller may store the goods at the Buyer’s risk and charge reasonable storage, insurance, handling, redelivery and administration costs. Risk passes to the Buyer no later than the date on which the goods were first made available for collection or delivery.

6. Inspection and transport damage

6.1 The Buyer shall inspect the goods promptly on delivery. Where a full inspection or unpacking cannot reasonably be carried out at delivery, the Buyer shall record “received subject to inspection” or an equivalent reservation on the carrier’s delivery document before signing it. Where visible transport damage or shortage is identified, the Buyer shall record it expressly on that document.

6.2 The Buyer shall notify the Seller in writing within 48 hours of visible transport damage and within seven calendar days of any apparent quantity, model or visible-condition discrepancy, supplying photographs, serial numbers, packaging evidence and a detailed description.

6.3 Failure to comply with this clause may limit a claim relating to visible transport damage to the extent that it materially prejudices the Seller’s or its insurer’s ability to recover from the carrier. It does not remove any warranty claim concerning a latent manufacturing defect notified in accordance with clause 9.

6.4 The Buyer shall retain the original packaging, damaged goods and all relevant delivery evidence until the Seller, carrier or insurer has had a reasonable opportunity to inspect them or has confirmed in writing that they may be disposed of.

7. Retention of title and protection of equipment

7.1 Ownership of the Products remains with the Seller until the Seller has received full cleared payment of all amounts due under the relevant order, including interest, charges and recovery costs.

7.2 Until title passes, the Buyer shall keep the Products clearly identifiable, maintain all serial-number plates and labels, store and use them with reasonable care, insure them for full replacement value, and not sell, lease, pledge, encumber, relocate, modify or allow any third-party right over them without the Seller’s prior written consent.

7.3 The Buyer shall immediately inform the Seller of any attachment, insolvency, claim, seizure, loss, damage, intended relocation or third-party assertion relating to the Products, and shall inform the relevant third party of the Seller’s ownership.

7.4 If the Buyer is in default, the Seller may require the Buyer to stop using the Products and make them available for voluntary collection at an agreed time. Nothing in these Terms authorises the Seller to enter premises without consent or to use force. The Seller may seek all lawful remedies, including judicial recovery, interim measures and registration of the relevant sale or security arrangement where available.

7.5 For high-value or deferred-payment transactions, the Seller may require a separate signed agreement, personal guarantee, security, insurance certificate and/or formalisation or registration in the Registro de Bienes Muebles before delivery.

8. Installation, commissioning, training and use

8.1 Installation, commissioning, training, recipe support, remote support or onsite service is included only where expressly stated in the Order Confirmation.

8.2 The Buyer shall ensure that the site is ready and that trained, authorised personnel are present. Any wasted visit, waiting time, repeat visit, travel, accommodation or rescheduling cost caused by the Buyer is payable by the Buyer.

8.3 The Buyer shall operate the equipment only in accordance with the applicable manual, safety instructions, maintenance schedule, food and workplace rules and manufacturer specifications. The Buyer is responsible for validating its own product, recipe, regulatory compliance, hygiene process, packaging, shelf life and commercial use.

8.4 Where commissioning is included, the parties shall sign a commissioning and acceptance report following completion. Any refusal by the Buyer to sign must identify, in writing and with reasonable detail, the alleged material non-conformity.

8.5 The Equipment shall be deemed accepted, solely for the purposes of confirming delivery, completeness and commissioning, on the earliest of: (a) the Buyer signing the commissioning and acceptance report; (b) the Buyer placing the Equipment into commercial or production use other than reasonable testing or training; or (c) five business days after the Seller gives written notice that commissioning has been completed, unless the Buyer has sent a detailed written notice of material non-conformity within that period.

8.6 Acceptance under this clause does not waive a properly notified claim for a latent defect or reduce any warranty right that cannot lawfully be excluded. A delay in installation, commissioning or use attributable to the Buyer does not postpone the warranty commencement date under clause 9.1.

9. Warranty and service

9.1 Unless a different warranty period or commencement date is expressly stated in the Order Confirmation, the Seller provides a commercial warranty of twelve (12) months from the date of Delivery. Any longer manufacturer warranty stated in the Order Confirmation or applicable manufacturer documentation shall apply on its stated terms. A manufacturer warranty does not extend the Seller’s obligations beyond what the Seller has expressly agreed.

9.2 Unless the Order Confirmation states otherwise, warranty covers proven material or manufacturing defects arising under normal, documented use. The Seller or manufacturer may elect repair, replacement of the defective part, replacement of the product where appropriate, or another remedy permitted by law.

9.3 Warranty does not cover wear parts and consumables; gaskets, seals, filters, trays, sensors and similar items subject to normal wear; damage caused by misuse, overload, contamination, improper product preparation, unsuitable power supply, voltage fluctuations, corrosion, inadequate ventilation, lack of maintenance, unauthorised repair, non-original parts, relocation, accident, transport damage not recorded at delivery, or operation outside specification.

9.4 The Buyer shall notify warranty claims promptly and provide model, serial number, invoice reference, clear description, photos/videos, process data where relevant, and reasonable access for diagnosis. The Buyer shall follow reasonable technical instructions intended to prevent further damage.

9.5 Unless expressly stated otherwise, warranty service is performed remotely, at the Seller’s or manufacturer’s service facility, or by shipment of parts. Onsite labour, travel, accommodation, lifting, access equipment, transport of the machine and downtime are excluded unless expressly included in writing.

9.6 Repair or replacement does not restart or extend the original warranty period unless mandatory law requires otherwise.

10. Default, insolvency and remedies

10.1 If the Buyer fails to pay on time, breaches a material obligation, becomes insolvent, is subject to insolvency proceedings, suspends business, disposes of the Products contrary to clause 7, or gives reasonable grounds to believe that it will not perform, the Seller may suspend performance, cancel outstanding orders, declare unpaid amounts immediately due where permitted by law, retain cancellation charges, and pursue payment, damages and recovery of the Products.

10.2 The Seller’s remedies are cumulative. Exercise of one remedy does not waive another.

10.3 The Buyer shall reimburse all reasonable costs incurred because of its default, including collection agency, legal, registry, transport, storage, insurance, repair, recovery and enforcement costs, to the extent permitted by law.

11. Credit information and debt-default reporting

11.1 Subject to applicable law and to the Seller being an active contributing creditor at the relevant time, the Seller may communicate data concerning the Buyer’s unpaid monetary obligations to the following Spanish credit-information systems:

(a) the ASNEF system, operated by ASNEF-EQUIFAX Servicios de Información sobre Solvencia y Crédito, S.L.; and
(b) the BADEXCUG system, operated by Experian Bureau de Crédito, S.A.U.

11.2 Any report will be made only where the relevant debt is certain, due, payable and unpaid; the principal amount meets the applicable legal threshold; the debt is not subject to an administrative or judicial claim or a binding alternative dispute-resolution procedure; the data are accurate and necessary; and all notice, timing, retention and data-protection requirements have been met.

11.3 Before any report, the Seller shall send a payment demand to the Buyer. The Seller shall not report a director, employee, shareholder or representative merely because of association with a corporate Buyer. A natural person may be reported only where that person is personally liable as debtor, co-debtor or guarantor and has received the legally required information.

11.4 The Seller may correct, update or request deletion of reported data where payment is made, the debt is shown to be inaccurate, or reporting is no longer lawful. Further information is set out in the Privacy Policy.

12. Data protection

12.1 The Seller processes personal and business-contact data for quotations, order management, performance, invoicing, logistics, warranty, support, fraud prevention, credit-risk management, debt recovery, legal claims and compliance. Further details, recipients and data-subject rights are set out in the Privacy Policy.

12.2 The Buyer shall provide the Privacy Policy to any individual whose data it gives to the Seller where it is required to do so.

13. Liability

13.1 To the maximum extent permitted in a B2B transaction, the Seller is not liable for indirect, special, incidental or consequential loss, including loss of profit, revenue, opportunity, production, product, data, goodwill, spoilage, business interruption or third-party claims.

13.2 The Seller’s aggregate liability arising from a specific order shall not exceed the net price paid to the Seller for the Product directly giving rise to the claim.

13.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, wilful misconduct or gross negligence where applicable law prohibits exclusion.

14. Force majeure

14.1 The Seller is not liable for delay or failure caused by an event outside its reasonable control, including supplier failure, shortage of materials, transport disruption, port or border delay, customs action, war, terrorism, cyberattack, epidemic, pandemic, natural event, fire, strike, energy interruption, government action, export restriction or failure of communications systems.

14.2 The affected obligation is suspended for the duration of the event. If the event continues for more than 90 days, either party may cancel the unperformed part of the affected order by written notice, except that the Buyer remains liable for Products, work and costs already incurred or committed before cancellation.

15. Governing law, jurisdiction and language

15.1 These Terms and each B2B contract formed under them are governed by Spanish law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2 The courts of Madrid, Spain have exclusive jurisdiction over B2B disputes, except where mandatory law requires another court.

15.3 The language expressly identified in the Order Confirmation prevails. If no language is identified, the English version governs international B2B sales, the Spanish version governs B2B sales principally performed in Spain, and the Portuguese version governs B2B sales principally performed in Portugal, subject to mandatory law.

16. Miscellaneous

16.1 Notices must be in writing and may be sent by email to the contact details stated in the Order Confirmation, unless mandatory law requires another method.

16.2 No amendment, waiver or representation is effective unless in writing and accepted by the Seller.

16.3 If a provision is invalid or unenforceable, it shall be modified or severed only to the minimum extent necessary and the remaining provisions continue in effect.

16.4 The Seller may update these Terms from time to time. The version in force on the date of the Order Confirmation applies to that order.