GENERAL CONDITIONS OF SALE OF VALRESA COATINGS, S.A.
APPLICATION LINES:
Sale of national and international varnishes.
Sale of national and international powder coatings.

ARTICLE 1 DEFINITIONS AND APPLICATION OF THESE CONDITIONS

In the following provisions, the term “CUSTOMER” shall designate the company that accepts these General Conditions of Sale. “VALRESA” means Valresa Coatings S.A. (CIF A46030169), with registered office at Avenida dels Gremis S/N, 46190 Riba-roja de Turia, Valencia (Spain). The “Conditions” or “Condition” refers to all or one of these General Conditions of Sale.

“Contract” or “Contractual Relationship” shall designate all agreements reached between VALRESA and the CUSTOMER, including any modification or addition thereto, as well as all activities aimed at preparing and executing an agreement.

These General Conditions of Sale apply to all products marketed by VALRESA and to each order placed by the CUSTOMER.These general conditions of sale cancel and replace any other previous general conditions, and constitute the only agreement applicable to VALRESA sales, to the exclusion of the particular conditions of the CUSTOMER, which must be agreed in writing in each case to be considered applicable.

1.5 Any derogation or modification to these general conditions of sale must be expressly stipulated in the particular conditions of the order. The CUSTOMER may not extend them to other present, past or future orders unless there is express acceptance by VALRESA.

1.6 The marketing of VALRESA products, referred to in these General Conditions concerns all lines of business of the company marketed through VALRESA’s own sales network and through its distributors and sales agents both nationally and internationally.

ARTICLE 2 PARTIAL INEFFECTIVENESS

2.1 In the event that any condition of these Conditions of Sale is declared null and void, the validity of these as a whole shall not be affected by such circumstance, remaining the remaining terms and conditions in force, without being affected by such declaration of nullity.

2.2 The legally ineffective condition shall be replaced by a new one, or interpreted in a legally acceptable way, which is as close as possible to the condition that VALRESA would have formalised had it been aware of the ineffectiveness of the condition in question.

2.3 The declaration of nullity of the specific Condition of Sale must be duly justified with support in the legislation applicable to the annullable or ineffective term.

ARTICLE 3 OFFERS

3.1 No offer or (price) quotation made or submitted in the name or on behalf of VALRESA and whether or not accompanied by technical proposals, entails any commitment for VALRESA to maintain them for future orders, and shall only be considered as an invitation to place a specific order.
3.2 The price offers will form a contract only at the moment that VALRESA has knowledge of the CUSTOMER’s order at those prices and VALRESA communicates to the customer the acceptance of this.

3.3 If the CUSTOMER is outside the Spanish territory, (1) VALRESA will send a pro forma invoice to the CUSTOMER establishing the final prices and quantities of the order (2) The CUSTOMER must confirm this pro forma invoice by e-mail and (3) the contract will then enter into force. If there is no express confirmation from the CUSTOMER by e-mail within 2 working days, the order will be considered cancelled and the CUSTOMER will have to place a new order if he so wishes.

3.4 If there is a confirmation of receipt of an order by VALRESA and this differs in terms of the conditions initially provided in the order requested by the CUSTOMER, the contract shall be governed according to the conditions set out in the confirmation of receipt of the order VALRESA, unless the CUSTOMER rejects the order confirmation in writing, within a maximum period of 24 hours from receipt, after this time, the order confirmation made by VALRESA shall be deemed accepted.

3.5 All technical statements made by VALRESA about numbers, measurements, weights or other product specifications are made with the utmost accuracy and in good faith, but are not binding on VALRESA. VALRESA cannot guarantee that there will be no deviations in this respect, in which case the CUSTOMER must initiate a duly justified claim, complaint or compensation.

3.6 In those orders for which, due to small volume, no order confirmation is sent, the invoice will be considered as an order confirmation, which will represent the contract fully and accurately.

3.7 Unless otherwise agreed, all prices given by VALRESA or on its behalf shall be in Euros (€).

ARTICLE 4 DELIVERY

4.1 Unless otherwise agreed, delivery shall be made under FCA conditions (FREE CARRIER as defined in INCOTERMS 2020), so that the goods shall be made available to the CUSTOMER at the agreed point within the country of origin. Thereafter, all costs and risks shall be borne by the CUSTOMER.

4.2 For this purpose, delivery shall be deemed to have taken place at the time when the goods ordered are placed at the disposal of the CUSTOMER in accordance with the aforementioned conditions.

4.3 The approximate delivery dates will be communicated to the CUSTOMER within a maximum period of 24 hours after the goods leave VALRESA’s facilities, together with the transport documentation and final invoice. Unless expressly agreed otherwise in writing, the delivery dates communicated will never be considered deadlines and should be considered as indicative.

4.4 The mere fact that VALRESA exceeds the agreed delivery period shall not constitute a breach of contract, shall not result in delay or liability to the CUSTOMER and shall not entitle the CUSTOMER to terminate the contract.

4.5 VALRESA shall be entitled at any time to make partial deliveries.

4.6 Without prejudice to the foregoing, VALRESA may deliver the products (or have them delivered) at the address indicated by the CUSTOMER.

4.7 When the delivery of the products is made at the address of the CUSTOMER, the cost of transporting the products or their transfer within the premises of the company or industrial plants may be included in the price of the items or broken down in the invoice, being considered the operation in this case in terms of delivery and CIP (CARRIAGE AND INSURANCE PAID TO) prices. These transport costs shall in all cases be borne by the CUSTOMER, unless there are special conditions agreed with the CUSTOMER, duly recorded in writing.

4.8 The CUSTOMER undertakes to accept the products diligently and as agreed in the contractual relationship. If the Customer refuses or delays the receipt of the purchased products, VALRESA may:
Require the Customer to comply with its obligations, being obliged to pay the agreed price and that, where appropriate, is pending payment, increased by the corresponding interest for late payment established by law. Simultaneously, and without prejudice to the foregoing, VALRESA may store or deposit the goods, reliably communicating to the CUSTOMER that they are at its disposal, and the CUSTOMER shall be responsible for the costs arising from the storage or deposit of the products in the event of non-receipt of the goods for any reason.
Resolve the contractual relationship, VALRESA may dispose of the goods of third parties.
Notwithstanding the foregoing, VALRESA shall be entitled to compensation for damages, through both amicable and judicial proceedings.

4.9 In the event that the CUSTOMER does not pay on time or does not receive the products, it will be in default without notice to that effect. In such a case, VALRESA shall be entitled to store the products at the risk and expense of the CUSTOMER, or to sell them to a third party. The CUSTOMER will be obliged to pay the purchase price plus interest and expenses, including storage costs, as well as compensation, which will be reduced where appropriate by the net proceeds of the sale to such third party.

4.10 VALRESA shall be entitled to postpone further deliveries until the CUSTOMER has satisfied all outstanding payment obligations towards VALRESA.

ARTICLE 5 OBLIGATIONS OF THE CUSTOMER WITH REGARD TO TRANSPORT

5.1 Likewise, and with regard to transport, the CUSTOMER has the following obligations.
Obtain all licences for the import and/or simple exploitation of the type of products marketed by VALRESA.

Obtain the necessary licences and authorisations for export and, where appropriate, for transit through another country, as well as for the import of VALRESA goods in their country.
Assume all risks of loss or damage of the products subject to the contractual relationship from the time they have left the warehouse of VALRESA and made available to them in terms FCA.

c) Pay any other additional costs that occur in the event that the transport does not arrive within the stipulated time, or can not take care of the goods, or because the CUSTOMER has not given adequate notice or any other negligence or failure, other than force majeure.

d) To pay customs duties or other taxes derived from the import, in the case of international deliveries under FCA or CIP conditions, generally or specifically agreed with the CUSTOMER.

e) Justify, clearly and with photographic and documentary evidence, the absence of goods, possible theft during transit, damage to the goods or packaging, which hinder or prevent their correct use, handling and/or subsequent marketing (distribution).

ARTICLE 6 COMPLAINTS

6.1 The CUSTOMER shall inspect the delivered products with all possible care immediately upon arrival. Any claims for defects shall be communicated to VALRESA in writing within a maximum of five working days after delivery. In case of hidden defects, claims must be communicated to VALRESA in writing within a maximum period of five days after discovery. The CUSTOMER undertakes to provide VALRESA with documentary evidence of the existence of such defects as defined in point e) of article 5.1. In any case, any claim notified to VALRESA after the passage of two months (60 calendar days) from the provision of the products will not be accepted.

6.2 If VALRESA considers the claim justified, and to the extent that it is so, VALRESA will only be obliged at its discretion to remedy the defect or defects, or to replace the defective goods. The CUSTOMER may not, in any case, claim any right or compensation of any kind as stipulated in article 11 of this document, on limitation of liability.

6.3 Upon discovery of any defect, VALRESA may request the CUSTOMER to discontinue the sale or delivery of the relevant products to third parties immediately. In case of failure to do so, the CUSTOMER shall lose the right to claim. The CUSTOMER shall not be entitled to any claim with respect to those products for which VALRESA cannot verify the claim.

6.4 The Customer may not file any claim against VALRESA as long as it has failed to comply with any obligation it has directly against VALRESA.

6.5. The CUSTOMER shall provide any assistance that VALRESA may require for the investigation of claims.

6.6 The Customer shall not be free to return the products before VALRESA has given its written consent. The return transport shall always be at the risk and expense of the Customer. Only if a complaint has been filed in a timely, correct and legitimate manner, the reasonable costs of the return shall be borne by VALRESA provided that such costs were communicated in writing.

6.7 VALRESA will not be liable under any circumstances, or in any case, for hypothetical claims that may arise from improper use of products supplied to end customers through distributors outside the sphere of influence of VALRESA, or when they have been modified or manipulated without their express written consent. The CUSTOMER is responsible for the sale of products purchased from VALRESA to inform their customers of this circumstance, as well as the purpose of use of the products, their limitations, and, where appropriate, the non-approval of these for traffic, in order to hold VALRESA harmless from third party claims.

ARTICLE 7 MODIFICATION OF PRICES, FEES AND INVOICE COSTS

7.1 The prices are considered accepted at the time of the order by the CUSTOMER, and will become active after acceptance by Valresa (3.1). In case of changes in prices or special conditions, these must also be submitted by the CUSTOMER with his order in writing and shall be considered validated at the time of acceptance by VALRESA without the CUSTOMER being able to extend them to future orders (3.2).

7.2 VALRESA may make, inter alia, changes in prices, if, between the time the offer is submitted and the time of full payment, there have been significant changes in prices with respect to, for example, exchange rates, wages, raw materials, semi-manufactured products, packaging material, etc.

7.3 The prices charged by VALRESA do not include VAT and other taxes, nor do they include any costs incurred. All these excluded expenses shall be borne by the CUSTOMER.

7.4 Any delivery under conditions other than FCA (4.1) or CIP (4.7) must specify the breakdown of the transport cost in the invoice through the inclusion of an additional freight line and/or a transport included line.

ARTICLE 8 PAYMENT

8.1 Unless special conditions established in writing, payment shall be made, in accordance with the terms set out in this condition, by bank transfer, within 60 days after the issuance of the invoice by VALRESA.

8.2 VALRESA reserves the right to accept or reject orders from the CUSTOMER according to the result of its internal investigation or through credit and fraud prevention agencies, regarding the CUSTOMER’s data, including its credit history, and the status of compliance with its payment obligations. Such information will be strictly confidential and will not be shared in any case with third parties.

8.3 VALRESA reserves the right to communicate its invoices electronically to the CUSTOMER, who agrees to receive them by this method of transmission.

8.4 VALRESA reserves the right to require a certified cheque in the case of large sums.

8.5 VALRESA may ask the CUSTOMER to make available payment guarantees, such as bank guarantees, even after the sales agreement. If necessary, VALRESA may withhold delivery of the goods until the presentation of the guarantee.

8.6 If an invoice is not paid when due, VALRESA will demand immediate payment of all outstanding invoices. VALRESA may also demand by simple request to the CUSTOMER the return of all goods delivered and unpaid at maturity, without having to notify it by registered letter. VALRESA may also exercise amicably or by legal means, the recovery of the goods or part of it in the hands of the end customers of the CUSTOMER or require direct payment of the amount of the goods in its possession to them.

8.7 The due date of one or more invoices shall constitute the CUSTOMER’s obligation to pay, without any other formalities. Consequently, late payment penalties shall commence on the due date of the invoice(s). The CUSTOMER shall be automatically liable to pay interest for late payment equivalent to the legal interest established by Law 3/2004. In the event that the bill is unpaid on the date agreed on the invoice, the CUSTOMER’s debt will be increased by the collection costs.

8.8 The CUSTOMER may never, as a result of a claim made by the CUSTOMER, withhold all or part of the amount of the unpaid invoices, nor may the CUSTOMER propose or proceed with a set-off. No claim on deliveries of goods can lead to the non-payment of one or more invoices, unless proof of the defectiveness of the goods has been provided and duly established by VALRESA before the due date of the invoice. In case of dispute over an invoice, the claim must be made in writing by registered letter with acknowledgement of receipt, addressed to VALRESA within the legally established deadline for this purpose. Once this period has elapsed, VALRESA is not responsible for the goods delivered.

8.9 The CUSTOMER will be aware of all outstanding invoices, which must be paid when due. Any breach of this obligation will result in the non-acceptance of new orders or the immediate blocking of orders in progress.

8.10 VALRESA reserves the right to assign a secured credit to each CUSTOMER. Any breach of these payment conditions will result in the notification to the insurance and/or the withdrawal of all or part of the total credit allocated. The reduction or withdrawal of said credit will entail the obligation of the CUSTOMER to pay all outstanding invoices until the adjustment or settlement of the debt.

ARTICLE 9 RESERVATION OF TITLE

9.1 Without prejudice to the remaining Conditions of Sale, ownership of the goods shall not be deemed to be transferred to the CUSTOMER until the CUSTOMER has fulfilled its full payment obligation in the agreed manner.

9.2 Before payment has been made in full, the CUSTOMER shall not be entitled to pledge all or part of the goods to third parties. The CUSTOMER shall not be entitled to transfer the title to the products, except in accordance with its usual activities or the normal use of the products.

9.3 The CUSTOMER is obliged to take out and maintain in force insurance policies that sufficiently cover the goods against any risk of loss or damage, in the case of shipment to final customers or at its own facilities, without being able to exercise its right to claim against VALRESA for this reason.

9.4 In case of non-payment or late payment of the goods by the CUSTOMER, VALRESA may initiate legal proceedings to obtain the ability to withdraw the goods on deposit at the premises of the CUSTOMER, who in this act irrevocably authorizes VALRESA to enter its premises for this sole purpose, or to make available to VALRESA the unpaid goods immediately.

9.5 The items delivered by the CUSTOMER to other customers or partners, belong to the sphere of action of the CUSTOMER and are beyond the control of VALRESA, so that any problem or dispute of non-payment or failure must be dealt with and remedied by the CUSTOMER itself.

9.6 Having passed the goods to the domain of the CUSTOMER on delivery, any failure to detect damage or loss in the goods not notified to VALRESA until five days after receipt of the goods, may not be claimed, including in those cases where the final customers of the CUSTOMER are the final recipients who claim losses or damages, being in this case a matter to be dealt with and remedied between the CUSTOMER and its own customers.

ARTICLE 10 TERMINATION

The CUSTOMER waives any compensation or indemnity that may be due to him at the time of termination of the contractual relationship.

10.4 In the event of termination of the contract due to non-payment or serious or repeated violations of these General Conditions of Sale, and provided that there is no or have been exhausted other amicable alternatives, VALRESA is entitled to recover the products delivered. In this regard, VALRESA and its agents shall have the right to enter the premises and buildings of the CUSTOMER to take possession of the products once authorised by court order. The CUSTOMER shall be obliged at that point to take the necessary measures to allow VALRESA to exercise its rights. Likewise, all VALRESA invoices pending payment by the CUSTOMER shall be due and payable immediately.

ARTICLE 11 LIMITATION OF LIABILITY

11.1 Subject to the remaining provisions of this condition, the liability of VALRESA shall be explicitly limited to the provisions of Article 6 with respect to claims, so that, in relation to the goods supplied, VALRESA shall never be liable for any (additional) damages, including indirect or consequential damages, and shall not be obliged to pay for damages caused by business interruption, loss of profits, damages due to personal accidents, damages arising from third party claims brought against the CUSTOMER, or any other damages of any nature whatsoever.

11.2 Subject to the provisions of the previous paragraph, the liability to the CUSTOMER for any cause or reason of any nature whatsoever shall be limited to the invoiced value of the products supplied by VALRESA to the CUSTOMER, which have given rise to the claim. Therefore, a series of interrelated events will be considered as a single event.

11.3 VALRESA will not be liable for any damage of any nature whatsoever arising from or caused by the use of the product supplied or because it is not suitable for the purpose for which the CUSTOMER has used it. VALRESA does not guarantee the items, nor their marketability or their suitability for a specific purpose, but only issues technical and commercial recommendations on the use of the product.

11.4 VALRESA shall not be liable for any damages of any nature caused by acts or omissions of personnel hired by VALRESA or other persons whose services have been contracted by VALRESA.

11.5 The CUSTOMER shall indemnify VALRESA against any third party claiming payment of damages in relation to the goods supplied to the CUSTOMER by VALRESA, in the case of gross negligence, violation of the law or contractual breaches outside VALRESA and exercised voluntarily or involuntarily by the CUSTOMER to its final customers.

11.6 VALRESA will not be liable for any damages of any nature when it has acted according to incorrect or incomplete information provided by the CUSTOMER.

11.7 VALRESA disclaims any liability for direct, indirect, physical or material damage due to improper use of the products delivered.

11.8 VALRESA will attend, in its unquestionable judgement and whenever it deems appropriate, the replacement of defective items.

11.9 VALRESA reserves the right to modify at any time the items that appear in its brochures.

11.10 Any modification of the product outside the premises of VALRESA is considered unlawful manipulation of the property of VALRESA and may result in legal action.

 

ARTICLE 12 FORCE MAJEURE

12.1 “Force majeure” shall include all circumstances that cause VALRESA to be temporarily or permanently unable to fulfil its obligations, such as, for example, government actions, strikes, natural disasters, failure of supplies and/or raw materials and supplies, as well as all circumstances of a similar nature, which prevent VALRESA from reasonably requiring (continuing to require) to fulfil (continue to fulfil) its obligations to the CUSTOMER.

12.2 In the event that VALRESA is unable to continue the established business relationship due to force majeure of a permanent or temporary nature, it shall be entitled, without any obligation to pay damages to the other party, to terminate the contractual relationship in whole or in part by written notice to that effect without judicial intervention, without prejudice to its right to receive payment from the CUSTOMER of the part already fulfilled by VALRESA before the force majeure situation occurred, or to suspend the execution (from that moment) of the contractual relationship.

12.3 In case of suspension, VALRESA is entitled to declare, during the period of suspension, the total or partial termination of the contract.

12.4 In cases of force majeure at the CUSTOMER, which prevent the proper functioning of its operations or the fulfilment of these General Conditions, VALRESA will seek mediation and friendly consensus and exercise flexibility to reach sustainable solutions for both parties.

ARTICLE 13 INTELLECTUAL PROPERTY, COPYRIGHTS AND CONFIDENTIALITY

13.1 The CUSTOMER may not remove or modify any indication of trademarks, trade names, patents or other rights of the goods supplied by VALRESA, including indications about the reserved and confidential nature of the goods supplied, nor alter or copy the products or any part thereof as stipulated in article 11.10.

13.2 VALRESA assumes no liability for infringements of intellectual or industrial property rights of third parties caused by modifications made to the goods supplied without the consent of VALRESA (11.10).

13.3 The CUSTOMER is obliged to keep under the strictest terms of confidentiality, all documentation and / or information received from VALRESA, directly or indirectly from the first contact established by VALRESA with the CUSTOMER until the execution of the contract, as well as after it.

13.4 Any violation of this obligation will entitle VALRESA. to terminate the contractual relationship for breach. Also, in the event that the CUSTOMER breaches its obligation of confidentiality, it is obliged to pay VALRESA an amount of 700 euros as an express penalty clause, covered by Article 1.1 and Article 3.b of Law 1/2019, of 20 February, on business secrets.

ARTICLE 14 DATA PROTECTION

14.1 The CUSTOMER shall strictly comply with the provisions of the Organic Law on Personal Data Protection in force and the applicable Spanish and international national and international regulations in force in each case, as well as its implementing regulations, in relation to VALRESA.

ARTICLE 15 APPLICABLE LAW / CONFLICTS

15.1 “Applicable law” refers to all applicable statutes, laws, treaties, ordinances, directives, court rulings, regulations, courts, rules, policies, guidelines, recommendations, industry codes, codes of conduct or guidelines that directly or indirectly affect in whole or in part, these General Conditions of Sale.

15.2 For any litigation and/or discrepancies between VALRESA and the CUSTOMER, expressly waiving their own jurisdictions and laws eventually applicable, the CUSTOMER will expressly submit to the jurisdiction and competence of the Courts and Tribunals of Valencia, as well as to the application of the Law of Spain.

ARTICLE 16 ANTI-CORRUPTION POLICY AND GOOD PRACTICES

16. 1 The parties to the Contract expressly agree from the first contact and by mutual commitment to reject any kind of corruption or fraudulent practices, as well as to accept misappropriation of resources, abuse of functions, collusion, conspiracies, use of influence peddling, practice personal enrichment, obstruction of justice, illegal use of false or confidential or illegal information and/or bribes, and to practice amicable conflict resolution, commercial conciliation, safety at work, respect for the environment, fairness in business tenders and bids, free competition, freedom of labour, culture, sustainable growth and all practices in line with VALRESA’s values.

16.2 VALRESA undertakes with the CUSTOMER that the end users of the products (lacquers, varnishes, paints, both liquid and powder), are used by natural persons of legal age (18 years old).

ARTICLE 17 CHANGES TO THE GENERAL CONDITIONS OF SALE

17.1 VALRESA reserves the right to change at any time these General Conditions of Sale, although any change or modification must be communicated in writing to the Customer for his knowledge.

ARTICLE 18 WAIVER

18.1 The waiver by VALRESA to demand from the CUSTOMER the fulfilment of any obligations that have been breached, may not in any case be considered as a waiver to make claims for other future breaches.
The Client acknowledges being informed of the General Conditions of Sale of the company VALRESA COATINGS, S.A, and accepts them as an integral part of the contract.