Terms of use

FACTIS, S.A.

General Terms of Sale - B2B Channel Between Businesses

 

1. General

1.1. These General Terms are valid for all offers, sales, deliveries, services and any current and future commercial relationships between the client and FACTIS S.A. (hereinafter, FACTIS). In the event that any of the client's general terms of purchase are either wholly or partially inconsistent with these General Terms, the specific terms signed with the client shall prevail.

1.2. Spanish law shall be the only law applicable to the contractual relationships. The application of the 1980 Vienna Convention on Contracts for the International Sale of Goods of is expressly excluded.

1.3. Verbal agreements between the parties are neither effective nor valid. Any contract or agreement that does not comply with these General Terms, in particular those reached by our salespersons, delegates or representatives, shall only take effect when FACTIS confirms them in writing.

1.4. Our offers are always subject to ratification. Contracts, including those entered into at fairs or through our sales delegates or representatives, shall only take effect when FACTIS confirms them in writing and the client has received them.

1.5. The client can make an order proposal through the online platform. By pressing the submit button, the client makes a binding offer to FACTIS. FACTIS can accept the offer with the confirmation sent by email, reject the offer or request clarification of the order details indicated by the client. FACTIS shall have the right to partially confirm the order according to the available stock of the products shown to the client. FACTIS shall have the power to terminate the contract and, therefore, cancel the order request received, in the event the client fails to provide clarification or confirmation within a reasonable time frame after being asked to do so.

1.6. The purpose of each contract is exclusively described in our offers, order confirmations and associated documents.

1.7. The invalidity or unenforceability of any of these General Terms due to legal reasons shall not affect the rest, which shall be fully binding.

1.8. These General Terms are subject to revision and the current version thereof may be consulted at any time on the FACTIS website (www.MILAN.es). The version applicable to each contract shall be the one that is on the Company's website on the date it is signed.

 

2. Prices

2.1. The prices shall be applied according to the current price list on the date the order is requested and the conditions agreed upon with the client and shall always be those indicated in our offers and reflected in the invoice. Prices shall be expressed in euros and before the application of VAT or any other applicable tax or rate, the amount of which shall be borne by the client in all cases and shall be understood as the sales format.

2.2. Shipping to Peninsular Spain, the Balearic Islands, the Canary Islands, Ceuta and Melilla, and Andorra shall be free as long as the client meets the minimum order amount.

2.3. For all other destinations (EU and non-EU countries), the prices are for the delivery of the Ex Works product, unless the contract expressly states otherwise.

2.4. The items are packed in standard packaging and thus orders must be adjusted where possible.

2.5. In the event that, after the conclusion of the contract, changes or circumstances occur that cause an increase in the cost of the product, FACTIS has the power to increase the price as appropriate as a result of the changes to the calculation basis.

 

 

3. Delivery Conditions

3.1. Unless otherwise agreed on, the delivery times that may be indicated by FACTIS are understood to be approximate and that, therefore, they are not regarded as essential, thus FACTIS shall not assume any responsibility as a consequence of exceeding said deadlines, provided that the delivery time is reasonable. The client shall have the power to terminate the contract, after the initial delivery period has elapsed and after granting a grace period, provided that there has been no negligence on FACTIS' part, in which case the client may request damages.

3.2. In contracts that include the "Delivered Duty Paid" agreement (Incoterm DAP), the client shall be obliged to provide adequate access for the delivery of the goods. If the client does not accept the product, they shall bear the transport costs for the return and for the delivery of the new product.

3.3. The client shall bear the extra cost of any modification to the initially agreed terms when, by their own will, they require a change from FACTIS.

3.4. Any anomaly in the receipt of shipments must be stated on the carrier's dispatch note. Without this, FACTIS shall not accept any claim arising from the shipping status.

3.5. FACTIS has the power to send partial shipments and to deliver the goods before the agreed date, for which merely communicating this to the client is sufficient.

3.6. FACTIS shall not assume any responsibility or expense derived from delays attributable to the client, in the event that the client does not comply with their collaboration obligations and, in particular, the client shall be responsible for any problems arising from licenses, execution schedules, product specifications and delays in payment.

3.7. In the event that FACTIS notices any sign that may indicate a threat to the client's solvency, it shall have the power to require the advance payment of orders placed by the client, after sending the corresponding proforma invoice by email, and may terminate the contract, also demanding compensation for any damages caused. For the purposes of this Term, any delay or suspension in payments, unfavourable information issued by banks, credit institutions or credit insurers, the declaration of bankruptcy or any other indication in this regard shall be considered a sign of a threat to their solvency.

3.8. To the extent that any circumstance, for which FACTIS is not responsible, complicates or makes it impossible to deliver the product or fulfil the accepted orders, FACTIS shall have the right to postpone the execution of the agreement or to terminate the contract, without this granting the client any right to claim damages. Circumstances such as official interventions, breakdowns, strikes, lockouts, lack of raw materials or supplies, material shortages, energy supply problems, transportation delays, poor performance by subcontractors or external companies, political or economic problems, wars or natural catastrophes of all kinds shall fall within this scenario.

 

4. Dispatch and Transfer of Risk

4.1. The risks of loss or deterioration of the goods shall be transmitted to the client from the moment they are delivered or are made available to the client, in accordance with the INCOTERMS or agreed shipping conditions.

 

5. Payments

5.1. Invoices must be paid, unless otherwise agreed upon and without prejudice to the provisions of point 3.8 above, within a maximum period of 30 days from the date of their issue, without any deduction being applied to their amount, even if the payment is made before the expiration of this period. Discounts shall only be granted when expressly agreed upon in the contract.

5.2. Payment shall be considered to have been made only when FACTIS is in possession of their amount. Payments made by checks, promissory notes or bills of exchange shall only be accepted when there is an express agreement in the contract to this effect. Bank fees of any kind, including those related to the discounting of drafts, shall be borne by the client.

5.3. FACTIS shall decide, at its sole discretion, which credits it covers with each payment, giving preference to the oldest and those of the lowest amount, so that they can be paid in full.

5.4. Payment can only be made by delivering or offsetting credit balances, of which the client is the holder, when expressly accepted by FACTIS.

 

6. Compensation for Damages

6.1. If the client does not comply with their payment obligations when the established date arrives, interest equivalent to the legal interest rate shall accrue in favour of FACTIS, increased by two points. Likewise, FACTIS shall have the power to apply new payment terms to future operations with respect to those clients who fail to comply with the established deadlines.

6.2. If the client is late in accepting the delivery of the product or paying its price, FACTIS shall be entitled to terminate the contract and demand compensation for damages, after having granted an extension, if it so desires. This compensation shall initially consist of a lump sum of 20% of the amount of the operation, without prejudice to a later increase in this amount if it is determined that the actual damages have been greater.

6.3. Warranty - Firm orders: The return of goods is not allowed without just cause nor if more than 30 days have elapsed from the date of their receipt. FACTIS is committed to complying with current legislation regarding product warranty.

 

7. Industrial and Intellectual Property Rights

 

7.1. The client acknowledges that the items to be ordered have been produced by FACTIS with a substantial amount of effort and expense and constitute property rights and trade secrets of FACTIS, regardless of whether or not all or any part of them is validly patented or registered under any law, and that the intellectual property rights and copyrights for the products shall remain the exclusive property of FACTIS.

7.2. All trademarks, seals and any other distinctive sign, of a technical or commercial nature, are the exclusive property of FACTIS at all times, and shall be used by the client in relation to the products to promote the sale of the products and only with reference to the products and in the manner indicated by FACTIS. No licence is granted to use any current or future trademarks or trade names belonging to FACTIS.

7.3. The client shall be responsible for any violations against the Industrial and Intellectual Property Rights of FACTIS, when this occurs as a consequence of the delivery of any of the elements protected by said Rights, regardless of whether the infringement is committed by the client or by any third party. The client shall indemnify FACTIS to repair any damage caused.

7.4. FACTIS shall be the exclusive owner of the Industrial and Intellectual Property Rights for any model, drawing, design or product developed by it or by any third party that acts following its instructions, even when the client has assumed the costs of said production.

7.5. The client shall pay for all legal defence expenses derived from actions for the protection of Industrial and Intellectual Property Rights, although FACTIS may determine the technical direction of said defence at its discretion.

 

8. Confidentiality

8.1. The parties are obliged to not reveal and to keep all information they have received from the other party secret.

8.2. In the event the contract is terminated, the parties must return all documentation and information that they have received from the other party or from third parties as a result of the performance of this contract.

8.3. The obligation of confidentiality shall persist during the THREE (3) YEARS following the termination of the contract or any of its extensions.

 

9. Personal Data Protection

9.1. FACTIS agrees to comply with current legislation regarding the processing of personal data. You can access more information in our Privacy Policy.

 

10. Termination

10.1. Either party may terminate the contract when the other party substantially or repeatedly breaches these General Terms and does not remedy this breach within a reasonable period of time, or is declared insolvent, or is unable to meet its obligations to pay the amounts owed.

 

11. Force Majeure

11.1. Neither party shall be liable for non-compliance due to circumstances of force majeure, including but not limited to strikes, acts of terrorism, wars, transportation, supply or production problems, government actions, legislative changes and natural disasters.

 

12. Applicable Jurisdiction and Court of Law

12.1. For the appropriate purposes, FACTIS' address shall be considered the place of performance of the contract in relation to the delivery of products and their payment.

12.2. Spanish law shall be the only law applicable to the contractual relationships. The application of the 1980 Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.

12.3. For the resolution of any controversy arising from the contract, the parties shall submit to the jurisdiction of the Courts of Girona, expressly waiving any jurisdiction that may correspond to them where it differs.