GENERAL SALE CONDITIONS AND SPARE PARTS DELIVERY
• Governing Law
These general conditions of sale and delivery of spare parts shall apply to all sales and supplies of spare parts by NAVALCO, SL (hereinafter "Supplier") to a purchaser (hereinafter "Customer").
Changes and modifications of these conditions shall be made in writing and expressly accepted by the Supplier.
• Implementation and order confirmations
Supplier contracts must be in writing. Acceptance of the order will have to be confirmed in writing by the customer within a maximum period of 15 days from receipt of the quotation submitted by the Supplier.
The order can not be changed or canceled once it has reached the Supplier, unless it agreed in writing such change or cancellation.
• Conditions of delivery and supply
Unless otherwise stated, the parts are considered sold "Ex Works" (EXW according to Incoterms 2000 or any subsequent revision).
It is understood that the customer has accepted the quantity and quality of the parts when shipped within 15 days of receipt, notified the Supplier of any damage or failure in the order.
The Supplier shall not be considered infringing obligation presented, provided it can establish that the breach of the obligation due to causes beyond its control, namely to Force Majeure, seizures, changes in transportation, labor disputes, measures authorities, etc.
The party that breaches the contract or alludes to a fact of Force Majeure, shall have the duty to immediately inform the other party and take the necessary steps to mitigate the hassle and loss if it can do so without unreasonable inconvenience or cost.
Payment will be made according to the conditions stated in the invoice and the total amount thereof, without any rounding, claim or discount. All costs associated with shipping the amount paid by the Customer.
The Customer is not entitled to make any claim against amounts due to the Supplier, unless such claims have been legally established or have been expressly accepted in writing by the Supplier.
Replacement parts will become the property of the Customer only when the Supplier has received payment for these parts entirely.
The Supplier will repair or replace, at its option, as soon as possible and during the warranty period any defects of parts resulting from the design or material supplied parts. The return of these parts will be carried out under the direction and cost of the Supplier. The Customer shall immediately take appropriate measures to prevent any defects go over and enable the Supplier to rectify this defect. In order to qualify for this purpose, any warranty claim or action with respect to it should be carried out promptly and in writing during the warranty period or within 15 days of receipt of the parts in question.
This is the only warranty applicable to spare parts and expressly in lieu of all other express or implied warranties including warranties or other responsibilities to defects either in contract or law.
The warranty period with regard to spare parts is six (6) months of the replacement date provided they have no more than twelve (12) months from the date of delivery.
This warranty does not cover any defects due to / or related materials, components or design provided by the Client or on its behalf; negligence, improper or omission by the Customer acts, its employees, agents or other third parties; other than spare parts supplied by the Supplier; improper installation or alterations carried out without the written consent of the Supplier. In particular, this warranty does not cover any defects caused by / or connected with normal wear, tear, use, maintenance, servicing or operating parts which do not conform to the Supplier or any of its subcontractors, instructions or specifications.
It is made available to the Supplier all those defective parts replaced under this Clause.
Customer will cooperate in the verification and removal of defective parts and provide all information necessary for it to Supplier. If after checking these parts the Supplier does not accept the reported defects, the Customer will be responsible for all costs related to such verification.
• Liability of the Supplier
The Supplier shall not be liable under any circumstances for any incidental or consequential damages, including lost of actual or potential profits, and for ship’s damages, engine room or power plant, shipyard or other property (including damage to Buyer's products or manufactured) or damage arising from acts or omissions of Buyer.
Services are provided in accordance with the General Terms and Conditions of the Supplier in accordance with the stipulations of the technical staff.
• Other provisions
A temporary, limited or waivers of any provisions, terms or conditions mentioned above shall not be deemed a waiver for the remainder of the terms provisions and conditions of this agreement.
If judged invalid any of the above terms, provisions and conditions as well as any other clause or addendum to this, the validity, legality and validity of the terms, provisions or other conditions shall not be affected or altered in any way.
Any artwork, catalog or other materials provided by the Supplier shall not be trusted by the client since they contain representations, warranties or indemnities to be considered confidential and must not be disclosed to any third party without the written consent of the Supplier.
• Arbitration and Applicable Law
Any dispute that arises between the Customer and the Supplier shall be settled through friendly consultations between the Parties Involved. In the event that no agreement is reached through consultations between the Parties, the dispute be referred to arbitration in order to establish a final and exclusive agreement.
The arbitration will be conducted under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators designated in accordance with the Standards listed above. The arbitration shall take place in Spanish and in Corunna.
This agreement will be held and construed in accordance with the laws of Spain.