NUEVA CONDITIONS OF SPARE

GENERAL TERMS AND CONDITIONS OF SPARE PART SALE



1. PREAMBLE


1.1. These General Terms and Conditions have been drafted following the recommendations of AFEMMA (Spanish Association of Machinery for Wood) and non-profit European association EUMABOIS.
1.2. “Spare part” shall mean any spare part, either manufactured by BARBERAN, S.A. or not (hereinafter, “the seller”), including supplies and consumables needed by the machines usually sold by the seller.
1.3. The Agreement to be executed by and between the seller and the purchaser of a spare part (“the purchaser”) shall be a sale agreement, notwithstanding any additional services which, as the case may be, the purchaser and the seller may freely agree upon.
1.4. The dispatch of a spare part to the purchaser shall imply that the purchaser has accepted these General Terms and Conditions.
1.5. The seller shall duly inform the purchaser of these General Terms’ existence and shall have them available for the purchaser at its facilities and in its website, www.barberan.com.



2. AGREEMENT EXECUTION


2.1. The spare part sale agreement shall be considered executed when the seller receives the written acceptance of the seller’s quotation. The quotation shall be deemed to be accepted if the purchaser returns to the purchaser the purchaser’s quotation sealed, signed or confirmed, preferably by e-mail or fax.
2.2. A request of information by the purchaser does not bind the seller, which shall gather information concerning the availability of the requested spare part and may carry out a sale quotation. The quotation shall include the spare part cost plus packaging and shipping costs. At the purchaser’s request, transportation insurance expenses may also be included.



3. PAYMENT AND SHIPMENT


3.1. Upon acceptance of the quotation, the seller shall issue the relevant invoice, which it shall immediately send to the purchaser. When the payment is evidenced by any means, it shall ship the spare part.
3.2. Shipping shall preferably be carried out by courier. When the spare part requires so, it may also be carried out by express transportation.
3.3. Shipping shall be made to the purchaser’s address designated in the invoice or the seller’s data file, unless the purchaser indicated a different address in writing.
3.4. Risk shall be transferred to the purchaser upon shipment.
3.5. Should the relevant spare part be one that the seller is compelled to provide without cost, being covered by the guarantee of a machine or installation previously sold to the purchaser by the seller, the shipping of the spare part shall also be made upon payment. When the spare part covered by the guarantee gets to the seller’s facilities, the seller shall examine the relevance of the guarantee enforcement and, in case it is positive, shall make a refund of the amount already paid by the purchaser.



4. GUARANTEE


4.1. Spare parts manufactured by the seller shall be guaranteed for a one-year term as from delivery date. For spare parts of other manufacturers, the manufacturer’s guarantee shall apply.
4.2. The seller’s responsibility shall only be incurred for flaws arising within a correct use of the spare part and the machine in which it is inserted. It shall not apply to any defects the cause of which is subsequent to the risk transfer, neither to cases of incorrect use, incorrect set up by the purchaser, changes without the seller’s written consent, inadequate repairs made by the purchaser or third parties or normal wear and tear.
4.3. Some spare parts are technologically complex and have a sophisticated operation. The purchaser accepts that, for a correct operation, it shall be essential to follow the seller’s instructions and invest in the adequate training of its operators. Incorrect operation or non-operation due to the purchaser’s failure to comply with such requirements may never be attributed to the seller.
4.4. It is expressly agreed that the seller shall not indemnify the purchaser for accidents or damages to persons or property other than those under the agreement purpose, or loss of profit.



5. CIRCUMSTANCES EXEMPTING FROM LIABILITY


The following shall be considered causes exempting the seller from liability whenever they hinder compliance with the agreement: labour conflicts and any other circumstances not under the control of the parties, such as fire, social action, seizure, embargo, insurrection, insufficiency of transportation means, general material shortage, restrictions in energy use and other similar.



6. PLACE OF COMPLIANCE OF THE AGREEMENT, JURISDICTION, APPLICABLE LAW


6.1. The place of compliance of the sale agreement shall be the seller’s registered address.
6.2. The parties waiver their own venue and expressly submit to the First Instance Courts of the city of Barcelona. The law applicable to the agreement shall be the Spanish law, excluding any other and any international treaties and conventions. In particular, the Vienna Convention of 11 April 1980 on the international sale of goods shall not apply.



7. VALIDITY


7.1. The General Terms and Conditions of Sale of the seller shall be the only ones applicable, especially excluding those of the purchaser, unless the seller has signed them and they are not in contradiction with, but complement these ones. The General Terms and Conditions of Sale of the seller products shall apply as long as they do not contradict these ones.
7.2. The Spanish and English version of these Terms and Conditions shall be equally authentic. In case of conflict or gap, the Spanish version shall prevail.
7.3. The General Terms and Conditions may be periodically updated, but in any case those in force and published (in the website, www.barberan.com) at the time of execution of the agreement shall apply.


Castelldefels, July 2016.