GENERAL TERMS AND CONDITIONS OF SALE
By placing an order, the Buyer acknowledges full acceptance of these Terms.
1. Scope and Applicability
1.1 These Terms govern all commercial relationships between the Seller and the Buyer concerning the sale, delivery, and servicing of the Products.
1.2 These Terms apply exclusively to business-to-business (B2B) transactions. The Buyer confirms that it is acting solely within the scope of its trade, business, or professional activity. These Terms shall not apply to consumer sales as defined under Directive (EU) 2011/83 or Spanish Royal Legislative Decree 1/2007.
1.3 Any contrary or additional conditions of the Buyer shall not apply unless expressly accepted in writing by the Seller.
1.4 Technical data, descriptions, and illustrations on the Seller’s website or promotional materials are indicative and not contractually binding unless confirmed in writing.
1.5 These Terms shall prevail over any prior communication, catalogue description, or Buyer documentation.
2. Offers, Orders, and Acceptance
2.1 All quotations and price lists are non-binding and subject to written confirmation.
2.2 Orders become binding only upon issuance of a written Order Confirmation or Pro Forma Invoice by the Seller.
2.3 The Seller may reject or cancel any order, even after deposit payment, if export restrictions, sanctions, compliance issues, or credit risk make performance impossible or inadvisable. In such case, any deposit received will be refunded without further liability.
2.4 Any modification or cancellation by the Buyer requires the Seller’s written consent.
2.5 The Seller reserves the right to adjust the price if supplier, logistics, or currency conditions change materially before shipment.
3. Prices and Payment
3.1 All prices are stated in euros (EUR) and are exclusive of VAT, transport, insurance, and customs duties unless otherwise agreed.
3.2 Unless otherwise specified, the standard payment terms are 50% advance payment upon order confirmation, and 50% prior to shipment.
3.3 Payment shall be made by bank transfer to the account specified by the Seller, with all bank charges borne by the Buyer (“OUR” transfer).
3.4 Ownership of the Products remains with the Seller until full payment of the purchase price and all related charges.
3.5 Until payment in full, the Buyer shall not resell, pledge, or otherwise dispose of the Products. Breach of this clause entitles the Seller to demand immediate payment or recovery of the Products at the Buyer’s expense.
3.6 In case of delayed payment, the Seller may suspend deliveries and charge late payment interest as per Spanish Law 3/2004, without prejudice to further damages.
3.7 Payment is deemed received when credited to the Seller’s account.
4. Delivery, Risk, and Storage
4.1 Unless otherwise agreed, delivery is made EXW (Ex Works) the Seller’s or manufacturer’s facility, in accordance with Incoterms® 2020.
4.2 At the Buyer’s request, delivery may be arranged under DAP (Delivered at Place) terms; risk passes upon arrival of the goods at the agreed destination before unloading.
4.3 If the Buyer fails to take delivery within five (5) days of notice of readiness, risk and all related storage and insurance costs pass automatically to the Buyer.
4.4 The Seller shall not be liable for transport or customs delays beyond its control.
4.5 Delivery dates are approximate. Delays shall not give rise to penalties or cancellation rights unless expressly guaranteed in writing.
5. Unloading, Placement, and Installation
5.1 Unless expressly stated otherwise, unloading, unpacking, and physical placement of the Equipment at the Buyer’s site are not included in delivery or installation.
5.2 These operations are under the Buyer’s exclusive responsibility and risk. The Seller bears no liability for injuries, property damage, or costs incurred during unloading or placement.
5.3 The Buyer must ensure adequate site access, flooring, space, ventilation, and electrical capacity according to the manufacturer’s requirements.
5.4 Installation, commissioning, and training are optional services and will only be provided if expressly agreed in writing.
5.5 If installation or training is delayed due to the Buyer’s unpreparedness or absence, the resulting travel, waiting, or rescheduling costs shall be borne by the Buyer.
6. Inspection and Acceptance
6.1 The Buyer shall inspect the Products upon receipt.
6.2 Any visible defects or discrepancies must be reported in writing within 7 calendar days; hidden defects within 15 calendar days from discovery.
6.3 Reports must include serial numbers, photos, and a detailed description.
6.4 Failure to notify within these periods constitutes unconditional acceptance of the delivery.
7. Warranty
7.1 Unless stated otherwise, the Seller provides a commercial warranty of twelve (12) months from the date of shipment, covering material and manufacturing defects.
7.2 Longer manufacturer warranties (e.g., 24 months) may apply directly under the manufacturer’s terms and shall not extend the Seller’s liability.
7.3 The warranty covers only the repair or replacement of defective components, at the Seller’s discretion.
7.4 The warranty does not cover:
Wear parts or consumables (gaskets, filters, trays, sensors, seals);
Damage from transport not properly recorded on delivery;
Improper installation, overload, misuse, or operation outside specifications;
Power surges, corrosion, environmental conditions, or lack of maintenance;
Use of non-original parts or unauthorized repairs.
7.5 Unless agreed otherwise, warranty service shall be performed at the Seller’s or manufacturer’s service facility. Travel, accommodation, and on-site labor costs are excluded.
7.6 The Buyer shall cooperate fully with diagnostics and follow the Seller’s technical instructions. Refusal or failure to cooperate voids the warranty claim.
7.7 Warranty repairs or replacements do not extend the original warranty period.
8. Warranty Procedure
8.1 The Buyer must notify the Seller of any warranty defect within the applicable period, providing full documentation (model, serial number, invoice reference, description, photos/videos).
8.2 The Seller will respond within five (5) working days, indicating whether the claim is accepted or requires additional data.
8.3 Any approved return must be made in original or equivalent protective packaging; otherwise, the warranty becomes void for transport damage.
8.4 The Seller covers return shipping after an accepted repair; the Buyer bears the cost of sending defective parts.
9. Cancellation and Returns
9.1 Orders confirmed by the Seller are binding.
9.2 Cancellation before shipment requires written approval and is subject to a cancellation fee of up to fifty percent (50%) of the total order value, or higher if actual incurred costs exceed this amount.
9.3 This fee constitutes agreed liquidated damages, and the Buyer waives any right to claim refund or additional compensation.
9.4 Orders for customized or built-to-order Equipment cannot be cancelled or returned.
9.5 Returns of standard items may be accepted only if pre-approved in writing, unused, and returned in original packaging at the Buyer’s risk and expense.
10. Default and Insolvency of Buyer
10.1 If the Buyer becomes insolvent, enters bankruptcy, or suspends business, the Seller may immediately suspend deliveries, terminate the contract, and declare all outstanding amounts due.
10.2 The Seller may retain or repossess the Products at the Buyer’s expense without judicial authorization where permitted by law.
11. Liability and Limitation
11.1 The Seller’s total aggregate liability for any and all claims shall not exceed the net purchase price of the specific Equipment giving rise to the claim.
11.2 The Seller shall not be liable for indirect, consequential, or special damages, including loss of profit, production downtime, or spoilage of processed materials.
11.3 The Seller’s liability is excluded for improper use, unqualified operation, or any damage caused by the Buyer’s failure to follow instructions.
11.4 Nothing herein limits liability for gross negligence or wilful misconduct.
12. Indemnity and Use of Equipment
12.1 The Buyer shall operate the Equipment in full compliance with applicable food, safety, and environmental regulations.
12.2 The Seller assumes no liability for losses, fines, or claims arising from the Buyer’s use of the Equipment for unlawful or non-compliant purposes.
12.3 The Buyer shall indemnify the Seller against any third-party claims arising from such misuse.
13. Force Majeure
13.1 The Seller shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, wars, strikes, pandemics, supplier failures, or government restrictions.
13.2 Delivery deadlines are automatically extended for the duration of the event.
13.3 Such delays shall not entitle the Buyer to cancel the order or claim compensation, provided the Seller notifies the Buyer promptly.
14. Data Protection
14.1 The Seller processes personal and commercial data solely for the purposes of quotation, order fulfilment, invoicing, and after-sales service.
14.2 Data is handled in accordance with the EU General Data Protection Regulation (GDPR) and applicable Spanish law.
14.3 The Buyer may exercise its rights of access, rectification, or erasure by contacting team@freeze-drying.tech.
15. Governing Law and Jurisdiction
15.1 These Terms and any resulting contract shall be governed exclusively by Spanish law, without regard to conflict-of-law rules.
15.2 The Parties expressly waive any other jurisdiction and submit to the exclusive jurisdiction of the Courts of Madrid (Spain).
15.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
16. Miscellaneous
16.1 If any clause is held invalid or unenforceable, the remaining provisions remain in full effect.
16.2 Failure by the Seller to exercise any right shall not constitute a waiver.
16.3 The Seller may update these Terms periodically; the version in force at the time of Order Confirmation applies.
16.4 These Terms constitute the entire agreement between the Parties and supersede all prior negotiations or representations.
16.5 The English version of these Terms shall prevail; any translations are for reference only.
These Terms and Conditions were last updated on January 2025.