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General Terms and Conditions of Sale

The following General Terms and Conditions of Sale (hereinafter, GTCS) constitute a legally binding agreement signed between SUMCAB SPECIALCABLE GROUP, S.L. (hereinafter, the seller or SUMCAB) and its customers (hereinafter, the buyer), and its general terms and conditions will apply to the sale of all products that the seller sells to its customers.

Any other terms and conditions other than these conditions of sale shall have no effect, unless expressly agreed otherwise in writing between the seller and the buyer (hereinafter also referred to as the parties) and cancels any other prior agreements or contracts, oral or written, between the parties.

1. Perfection of the Agreement

By placing an order with SUMCAB, the buyer accepts all the terms and conditions of this agreement. Its content has been published on the SUMCAB website.

2. Offers

Offers made by SUMCAB, either on its own initiative or at the request of the buyer, are for informational purposes only and are not binding on the seller until the seller has accepted the order in writing. Unless otherwise indicated in the offers, their validity will be 10 calendar days from the moment of communication to the customer.

SUMCAB reserves the right to review the price offered during the acceptance period and after it, unless a fixed price has been expressly agreed for the entire supply period. In the latter case, if the seller revises the price offered, the buyer may withdraw from the purchase of what remains to be supplied.

3. Order and Acceptance

The orders placed by the buyer will necessarily specify the product, quantity, price, agreed term of sale (Incoterm 2020), place and date of delivery, as well as any other detail that is deemed of special relevance for the satisfactory fulfilment of the agreement, such as marking, labelling or packaging among others.

In special manufacturing orders and/or off catalogue orders, the acceptance of such orders by Sumcab will be subject to the acceptance by the buyer of the Technical Data Sheets of said products, by signing and stamping them.

The quantity to be supplied may vary by up to a 5% tolerance, without the buyer being able to make a claim due to the latter.

SUMCAB may accept or reject any order. The order will be deemed accepted unless the seller rejects it in writing within 20 days of receipt. Once the order has been accepted by SUMCAB, an Order Confirmation will be sent to the customer. The date indicated in said Confirmation will be the one that determines its effective activation, and from that moment on its cancellation will not be accepted, unless expressly authorised in writing by the seller. By placing the order, the buyer declares that they have read and know each and every one of these conditions, and that they expressly accept and adhere to them in their own terms.

4. Prices

The prices will be those established in the order confirmation, they will be considered net and exempt from taxes. Prices are usually denominated in Euro currency (€). Unless otherwise stated, the sales price of the merchandise does not include the cost of transport, or the coils and pallets on which it is delivered. The price assigned to transport, coils and pallets will be determined in the corresponding invoice.

In those offers that contain prices indexed to the value of the metal, the final price of the order will be determined by taking into account (unless otherwise agreed) the value of the metal on the day after receipt of the order. The reference index shall be, if there is no other provision to the contrary, that of the London Metal Exchange (LME).

5. Delivery

The delivery of the material shall be deemed to have been carried out in accordance with International Commercial Terms (lncoterms 2020) when the products sold have been made available to the buyer at the place of delivery indicated in the order. If the buyer or their consignee does not pick up the products or any part of them on the dates and in the places agreed, SUMCAB may, at its option, terminate the agreement, cancelling the delivery and any other pending payments, proceeding to charge the buyer for all losses and damages suffered, or demand compliance, storing the products at the expense, cost and risk of the buyer, who must pay all the expenses and surcharges that this entails. The same shall apply in cases where the buyer requests a delay in the delivery of the product or where the product is stored at the seller’s premises until its receipt or delivery.

In this case, SUMCAB disclaims any sort of liability over all the material stored in its warehouses, with the buyer being responsible for the storage costs and insurance of the deposited goods. Shipping or delivery dates are established in accordance with the rules of good faith and the seller will make every effort to dispatch or deliver on the agreed date. However, reasonable or justified delay in dispatching or delivering the order can never be understood as breach of contract. Any claim for possible damages that the delay may have caused the buyer must be made in writing within 10 calendar days from the date of delivery of the material.

Otherwise, no liability or charge will be accepted for it. SUMCAB will only be liable for penalties for delayed deliveries in cases where it has accepted, in writing, penalty clauses at the time of acceptance of the order in question. The unloading of the goods shall be at the buyer’s expense, unless otherwise expressly agreed in writing. The buyer undertakes to have all the necessary means for unloading the material at the time of delivery and will be responsible for any additional costs that their absence may cause the seller.

6. Inspection and communication

The buyer is obliged to inspect the products at the time of delivery and inform the seller immediately and in writing within a period not exceeding seven (7) calendar days from the date of delivery of any shortage, defect or deterioration in the delivered products. No claims for damage caused by the carrier to the merchandise sold will be accepted after 48 hours of delivery to the customer, who must also file a claim with the transport agency. In the event that the damage is visible at the time of delivery, it must be recorded on the delivery note or agency receipt presented by the carrier for the delivery of the goods. Defects in quality or quantity of any delivered product will not be grounds for cancelling the remaining orders pending delivery. Any reasonable difference between the quantity or footage of the products delivered and the products ordered shall not, by itself, entitle any claim for breach of contract, without prejudice to the credits or debits that the parties may make for such difference. In sales of off-catalogue products or of products manufactured at the customer’s personalised request, the buyer will be obliged to pay the price of the quantity and footage of the products that are actually delivered, provided that these quantities and/or lengths are between -5% and +5% of those specified in the order. In the case of fabrications less than 300 metres, this tolerance is set at -10% and +10%.

7. Coils

In the event that the buyer would like to recover the amount paid for the coils and pallets, the seller will refund to the buyer the amount charged for the coils or pallets, with a demerit reduction of 30%, provided that the buyer returns them within 2 years after their delivery, free of charge and in good condition. Unless expressly agreed, the sale price of the goods destined for export includes the amount of the coils and/or pallets, so their return will not be accepted nor will any amount be refunded. The admission of coils and pallets into the seller’s warehouses will be decided by their technical staff. Coils and/or pallets in poor condition will be rejected upon arrival, with the costs of return or destruction being borne by the buyer.

8. Description and guarantees

SUMCAB warrants that the products delivered to the buyer are suitable for trade and that they conform to the description contained in the order confirmation. The catalogues, price lists, product descriptions on the website or any advertising material issued by the seller are informative and approximate in nature, subject to change without prior notice.

9. Limitation of liability

The seller’s liability for any product defect shall be limited, at the seller’s option, to the replacement of the products in question, or to the refund of the price paid by the buyer upon return of the products. The seller does not guarantee the materials sold in the event that they are resold, handled or used for uses other than those in the instructions, technical specifications and recommendations approved by the seller; or if such uses contravene the electrotechnical provisions and regulations in force in each country. Returns of sold products will not be accepted, except as a result of defects in accordance with the conditions established in this document. Otherwise, the return must be accepted in writing by SUMCAB and the returned goods must be in perfect condition and in a condition to be sold again. In this case, the costs of return will be borne by the buyer. Under no circumstances will the return of products specially manufactured in accordance with the customer’s needs be accepted. Nor will the cancellation of orders for the same products be accepted when they have already been launched into production, unless the customer assumes payment for the damages (including loss of profits) that such return and/or cancellation may produce for the seller.

10. Force majeure

If due to force majeure (fire, accidents, war, pandemics, strikes, lockouts, riots, civil unrest, stoppage of production plants, restrictions, or lack of energy supply, raw materials or transport, prohibitions or governmental restrictions or any other cause -whether or not of the same nature as the above-, beyond the reasonable control of either party), the seller cannot, or is postponed, delayed or hindered in carrying out the despatch or delivery of the products or any part of them, within the time and place established for their delivery, the buyer may choose between granting a reasonable postponement for the fulfilment of the agreement or, if it suits them, withdraw from the delivery affected by the cause of force majeure, without any penalty for the seller. Under no circumstances will SUMCAB be liable for losses and/or damages suffered by buyers arising, directly or indirectly, from or as a result of the aforementioned events or occurrences.

11. Payment terms

Payment for supplies will be made in the manner and over the payment term agreed with the buyer and established in the order confirmation, unless otherwise stipulated in writing. In any case, payment terms on the part of the customer will be subject to the payment term legislation of the territory in which the sale is made. Accordingly, the seller will retain the right of ownership of any product supplied until the product has been fully paid for. SUMCAB reserves the right to cancel any incomplete order, or to suspend delivery in the event that the buyer fails to comply with any of their obligations, or if the seller knows from the market and/or credit insurance companies that the buyer is not in a position to meet their obligations on time.

Overdue and unpaid payments due to lack of liquidity or bankruptcy will enable the seller to suspend the ongoing agreement without written or prior notification. Regardless of the country to which the goods manufactured by the seller are destined, the conditions of payment for the sales governed by this agreement will be regulated by the provisions of Spanish legislation and in particular by Law 15/2010, of July 5, amending Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions, or the provisions that replace them in the future. Compensation, late payment interest and penalties in the event of non-compliance with the agreed payment conditions, will comply with the provisions of its regulations.

Likewise, the buyer may not withhold payments for claims not recognised by SUMCAB. In case of non-payment/delay in payment of invoices, all outstanding but not due items will become payable automatically regardless of the payment conditions therein stipulated.

12. Reservation of title

The ownership of the products supplied will remain that of SUMCAB until the buyer has made full payment of all invoices for the order. In any case, the risk remains with the buyer when the products are made available to them.

13. Amendment of the Agreement

SUMCAB may make changes to this Agreement at its sole discretion. Any substantial changes made to it will be published on the SUMCAB website and buyers will be able to find out about them through the link that will appear in all electronic documentation issued by the seller. Continuity of commercial relationships after said publication of changes introduced in this Agreement shall constitute acceptance on the part of buyers of said changes. Before accepting any order, SUMCAB may discontinue the range of products or any part thereof. Similarly, it may modify its catalogues, technical specifications, price lists and offers under the conditions expressed in this agreement.

14. Installations, maintenance and start-up (Sumcab Robotics)

  1. The Customer shall provide, in a timely fashion, all the characteristics of the facilities and equipment, as well as ensure that all the necessary conditions for assembly in the Plant are met for the correct operation of the Work/Service.
  2. The customer undertakes:

    a) that SUMCAB staff can start work in accordance with the agreed schedule and work during the ordinary working day. The work may be carried out outside of ordinary working hours to the extent that SUMCAB and Customer consider it necessary.

    b) to inform SUMCAB before the assembly begins, of all relevant safety regulations applicable at the Site. Assembly may not be carried out in unhealthy or dangerous environments. All necessary safety and prevention measures must have been adopted prior to the start of the assembly work and must be maintained during its execution.

    c) that SUMCAB staff can obtain accommodation and food, in conditions of adequate health and safety in the vicinity of the Site and have access to internationally acceptable health facilities and medical services.

    d) to provide SUMCAB staff with the necessary lifting equipment, auxiliary tools, machinery and energy supplies to carry out their professional tasks. SUMCAB will specify its supply needs prior to the Work/Service.

    e) to make available the necessary storage facilities, providing protection against theft or deterioration, of the tools and equipment necessary for assembly, and of the personal effects of SUMCAB staff.

    f) that the access roads to the Site are appropriate with regard the demands of transport, equipment and people.

    g) that these general terms and conditions will be considered to have been communicated to the Customer from the moment the Customer is informed of the website where they appear or receives a tender from SUMCAB indicating the existence of these general terms and conditions. Alternatively, they will be considered to have been communicated, if the Customer received them previously in the course of their commercial relationship with SUMCAB, being considered in all these cases accepted by the Customer, for all purposes, when placing the order.

    All costs incurred under this paragraph shall be borne by the Customer.

15. Industrial Property Rights

In the event of violation of industrial property rights of companies, and being attributable to technical designs or data provided by the buyer, the buyer undertakes to exempt SUMCAB from any claim and assume on its own the responsibilities derived therefrom.

16. Independence of clauses

In the event that, regardless of cause or extent, any provision of this Agreement is declared null, void or unenforceable, such nullity, invalidity or unenforceability shall not affect or entail the nullity, invalidity or unenforceability of the remainder of the provisions of this Agreement, with the application of said provision remaining enforceable to the fullest extent permitted under applicable law.

17. Applicable law and disputes

This Agreement shall be governed by and interpreted in accordance with Spanish Legislation. Any controversy, dispute or claim arising from or in connection with this Agreement shall be submitted to the jurisdiction of the courts or tribunals of the City of Barcelona (Spain) competent to settle such controversy, dispute or claim.

18. Priority of the Spanish version

In the event that this Agreement is translated into other languages and there is an incongruity between the versions in the two languages, the Spanish version shall prevail as long as such incongruity is the result of an error in the translation.

19. Confidentiality

The parties shall keep confidential any information relating to their products or businesses (regardless of the source of information). This restriction shall not extend to information required of any party by any administrative and/or judicial authority.

20. Privacy

The parties have the right and obligation to collect and process commercial information and information related to their relationships in accordance with the regulations of the Spanish Organic Law on Data Protection.