1.- DEFINITIONS
General Conditions: Terms and conditions specified herein and subject to modification in accordance with Clause 2.
Contract: the concurrence of supply and demand, which may consist in the acceptance by PLUG AND PLAY ENERGY S.L.U. of the order or order of the Client or in any other agreement.
Client: natural or legal person that acquires Products or Services from PLUG AND PLAY ENERGY S.L.U.
Fuerza Mayor: circunstancias que escapen al control razonable de PLUG AND PLAY ENERGY S.L.U. Como ejemplo de estas circunstancias, pero sin carácter limitativo, se incluyen huelgas, problemas de transporte, suministro o producción, fluctuaciones de tipos de cambio, acción gubernamental y desastres naturales.
Products: the goods (or any part of them) supplied by PLUG AND PLAY ENERGY S.L.U.
Intellectual Property: patents, utility models, copyrights and related rights, distinctive signs, domain names, industrial secrets and confidential information, topographies of semiconductor products and databases; derived from or related to the Products or Services.
Services: the provision of technical advice by PLUG AND PLAY ENERGY S.L.U. in relation to the Products.
2- SCOPE OF APPLICATION
These General Conditions are applicable to any sale of Products or Services described in our brochures, price lists, advertisements, quotations, Internet or verbally. Any modification will be made in writing, by PLUG AND PLAY ENERGY S.L.U. Any other terms or conditions are excluded. Your order implies your acceptance of these General Conditions. PLUG AND PLAY ENERGY S.L.U. reserves the right to modify its General Conditions at any time.
3- ORDER/CONTRACT
Orders shall be accepted by e-mail and shall only be binding once accepted by PLUG AND PLAY ENERGY S.L.U. by confirmation of the order by any of the means of communication described above, in accordance with Clause 21. The Customer must verify the order confirmation and notify us immediately, and never later than two weeks, in writing, of any error. Otherwise, the description of the Product in the order confirmation shall become part of this contract and shall be binding on the parties. The catalogs, advertising brochures and other advertising documents forming part of the offer shall be the exclusive property of PLUG AND PLAY ENERGY S.L.U., and shall be returned or destroyed upon termination of the contractual relationship. In case of total or partial cancellation by the Client of an accepted order, the Client shall pay PLUG AND PLAY ENERGY S.L.U. 5% of the value of the cancelled merchandise as cancellation costs.
The descriptions of the Product, representations and technical data included in the advertising are mere descriptions of the services, and in no case are they part of the Contract unless expressly included therein.
The warranties are regulated in Clause 7 of these General Conditions. Any warranty other than those regulated in said clause shall be the sole warranty of the producer or manufacturer and shall be the sole responsibility of the latter.
PLUG AND PLAY ENERGY S.L.U. reserves the right to modify the services provided that these do not constitute essential elements of the Contract and that the modification is for the benefit of the Client.
PLUG AND PLAY ENERGY S.L.U. is entitled to unilaterally make appropriate modifications to the Services when necessary to comply with current legislation or safety requirements, or that do not materially affect the nature or quality of these.
In no case shall the date of delivery of the Products be understood as an essential condition of the Contract, nor shall PLUG AND PLAY ENERGY S.L.U. be held liable for delays not attributable to it.
4- PRICE AND PAYMENT TERMS
Quotations, or economic offers, shall only be valid in writing, and during the period indicated therein. If no period is indicated, it shall be 7 days. The price of the Product and the terms and conditions of payment shall be set out in the order confirmation. Currency exchange rates, tariffs, insurance and production costs (including those of components and Services) may cause PLUG AND PLAY ENERGY S.L.U. to adjust its prices. The payment will be made at the moment of placing the order or, in the conditions established in the order confirmation. PLUG AND PLAY ENERGY S.L.U. may suspend the delivery of the good or provision of the Service until full payment. In case of delay in payment (default), recovery costs will be charged, and the legal default interest will be applied on the amount owed from the due date of payment until full payment. PLUG AND PLAY ENERGY S.L.U. reserves the right to require prior approval to credit card debits or payment and/or bank certification of checks.
The price of the Products shall not include the costs and charges for packaging, insurance, transportation and taxes thereof, which shall be invoiced separately. PLUG AND PLAY ENERGY S.L.U. may, upon written notice to Customer at any time prior to delivery, increase the price of the Products or Services to reflect any increase in the cost thereof that is due to: 1) factors beyond PLUG AND PLAY ENERGY S.L.U.'s control (fluctuations in exchange rates, increases in taxes or duties, etc.), and 2) any other factors beyond PLUG AND PLAY ENERGY S.L.U.'s control. (exchange rate fluctuations, increases in taxes or duties, increases in labor or raw material costs); 2) the Customer's request to modify the delivery date, quantity, type or specifications of the Products ordered; and 3) any delay due to proper and accurate instructions from the Customer.
5- DELIVERY/TITLE/RISK
Delivery shall be made within the period indicated in the order confirmation. Deliveries may be made in parts and shall be at the Customer's expense. The place of delivery is indicated in the order confirmation. If the Customer refuses delivery without our prior approval, any resulting costs or damage shall be borne by the Customer, including storage, until acceptance.
The effective transfer of the ownership of the Products object of the purchase and sale shall take place, for all purposes, when the full price of the same has been paid, existing in the meantime a reservation of title in favor of PLUG AND PLAY ENERGY S.L.U. Until the full payment of the price, the Client may not sell or encumber the Product.
The Client is obliged to carry out the necessary revisions and care for the perfect conservation of the Product until the totality of the price has been paid. Likewise, the Client is obliged to contract an insurance policy on the Product, which policy must be accredited before PLUG AND PLAY ENERGY S.L.U. before the formalization of the purchase-sale.
6- ACCEPTANCE
The Customer must examine the Product immediately upon delivery within 48 hours for inspection or rejection. Once this period has elapsed, the Customer shall be deemed to have accepted the Product. For any return the Customer must request an authorization number (RMA). Return costs will be at your expense, unless there is a justification for the return in terms of the Product warranty included in the package. No return will be accepted without an RMA assigned to it. No return will be accepted after three working days from the date of delivery or that does not have the original documentation, accessories and packaging.
The Client may not reject the Products when PLUG AND PLAY ENERGY S.L.U. delivers a quantity of Products that is 5% less or more than the contracted Products, without prejudice to make the appropriate pro rata adjustment in the invoice for the excess or defect in the price of the Products delivered.
7- SHIPPING
Transportation from our warehouse(s) to the place designated by the buyer, as well as transportation insurance, are at the buyer's expense. The responsibility of PLUG AND PLAY ENERGY S.L.U. does not include damages or losses caused by or during such transportation. The choice of the type of shipment, transportation and itineraries will be made by PLUG AND PLAY ENERGY S.L.U., unless otherwise agreed with the Client.
PLUG AND PLAY ENERGY S.L.U. may formally require the Client to return the packaging materials of the Products by expressly including this obligation in the Contract or order confirmation. The Client shall make available to PLUG AND PLAY ENERGY S.L.U. such materials when requested to do so, and PLUG AND PLAY ENERGY S.L.U. shall be responsible for the costs of returning the material.
The shipment of the Products shall be satisfied with the availability of the same at the location indicated by the Client or, in the event that it is the Client who picks up the Products at the facilities of PLUG AND PLAY ENERGY S.L.U., when he/she picks them up.
If the Client does not collect the Products after three days from the notification of PLUG AND PLAY ENERGY S.L.U. indicating its availability, except in the cases in which the lack of collection is due to a cause of Force Majeure or to the breach of PLUG AND PLAY ENERGY S.L.U. of the Contract, the delivery of the Products shall be understood to have been correctly made on the third day from the referred notification of availability sent by PLUG AND PLAY ENERGY S.L.U. to the Client. Likewise, the Client shall bear the additional costs derived from the storage by PLUG AND PLAY ENERGY S.L.U. of the Products until they are picked up. If after 10 days from the notification of availability made by PLUG AND PLAY ENERGY S.L.U. to the Client, the Client has not collected the Products, PLUG AND PLAY ENERGY S.L.U. shall have the right to sell or dispose of all or part of the Products and, after deducting the reasonable costs of sale and storage, invoice the Client for any excess or defect in the price of the Products. The dates of shipment shall be approximate, and in no event shall be considered an essential condition of the Contract. PLUG AND PLAY ENERGY S.L.U. shall not be liable for any delay resulting from Customer's failure to provide Customer with adequate shipping instructions or any other instructions relevant to the delivery of the Products.
PLUG AND PLAY ENERGY S.L.U. shall not be liable when the delivery of the Products is not possible or when the Products are damaged in transit to the place of delivery, but will reasonably cooperate with the Client, to the extent of its possibilities, when it makes the relevant claim to the insurer. Likewise, PLUG AND PLAY ENERGY S.L.U. shall not be liable for the non-delivery of the Products when this is due to a cause of Force Majeure or the inability of the Client to provide PLUG AND PLAY ENERGY S.L.U. with adequate and accurate information and instructions.
8- WARRANTIES
If the supplied product is defective during the warranty period stipulated by the manufacturer, and once the periods referred to below have been exceeded, you will have to deal directly with the manufacturer. However, PLUG AND PLAY ENERGY S.L.U. will make its best efforts to manage the claim against the manufacturer.
PLUG AND PLAY ENERGY S.L.U. does not guarantee or accept responsibility for:
- Damages caused by incorrect installation, provided that such installation has not been carried out by PLUG AND PLAY ENERGY S.L.U., use, modification or repair carried out by a third party not duly authorized, or by yourself;
- Damage caused by any person or other external force, in particular that caused by negligence or improper working or storage conditions;
- Continuación en el uso del producto tras haber notificado a PLUG AND PLAY ENERGY S.L.U. la existencia de algún defecto conforme a lo expuesto en el apartado anterior;
- Any instruction or specification given by you and correctly carried out by PLUG AND PLAY ENERGY S.L.U.
Notwithstanding the foregoing, the liability of PLUG AND PLAY ENERGY S.L.U. for any breach of this warranty, its Service commitments, or for any other concept, in no event shall exceed the price of the Product established in the order confirmation. PLUG AND PLAY ENERGY S.L.U. shall not be liable for any indirect or consequential loss of profit or loss of any kind arising out of or in connection with the Contract.
9- SERVICES
The Services, when agreed with the Client, will be provided by PLUG AND PLAY ENERGY S.L.U. or the company indicated by the Client. The response times are estimated and may vary depending on the site/location or accessibility to the Product. The Service may be provided via telephone or Internet when appropriate. If agreed and indicated in the order confirmation, the Service offer may include advice, training and/or consultation.
Unless expressly provided for in the order confirmation, the Service does not include: items excluded from the warranty, changes in configuration, relocation, preventive maintenance or work that according to PLUG AND PLAY ENERGY S.L.U. is not necessary.
10- CUSTOMER OBLIGATIONS
The Client shall be liable for:
Your own choice of the Product and the suitability of the Product for a purpose or purpose;
Your telephone and mailing costs, if any, to contact PLUG AND PLAY ENERGY S.L.U.;
Sus gastos de teléfono y correo, en su caso, para contactar con PLUG AND PLAY ENERGY S.L.U.;
The Customer shall address our personnel with sufficient courtesy, and shall provide sufficient information, cooperation, and access in a timely manner and in writing.
Likewise, the Client agrees to make good use of the materials, to respect the confidentiality of the shared data and to take the necessary precautions to allow PLUG AND PLAY ENERGY S.L.U. to fulfill its commitments, otherwise, we will be exempt from our obligations.
11- RESOLUTION
PLUG AND PLAY ENERGY S.L.U. may terminate this Agreement upon prior written notice if: 1) the price is not paid on time, to which effect the parties expressly agree that the total or partial non-payment will result in the termination of the Contract as of right; 2) the misrepresentation of data relating to its solvency 3) The infringement of export control laws; 4) the existence of legal proceedings against the customer in matters of insolvency of assets or insurance or any other comparable to these open in other legal systems that allow such termination; 5) the delay the prepayment in more than 14 days.
Either party may terminate this Agreement if the other party objectively and repeatedly breaches this agreement and does not remedy such breach within 30 days after being requested in writing to that effect. PLUG AND PLAY ENERGY S.L.U. may choose to demand the execution of its obligation to pay the price and in any case demand damages.
12- INTELLECTUAL PROPERTY
Any Intellectual Property right derived from or in relation to the Services provided by PLUG AND PLAY ENERGY S.L.U. shall be the exclusive property of PLUG AND PLAY ENERGY S.L.U.
The Client acknowledges that, in case of infringement of Intellectual Property rights of third parties, its use of the Products or Services object thereof shall be conditioned to PLUG AND PLAY ENERGY S.L.U. obtaining a license from the holder of such rights in terms that allow the sublicensing of the same to the Client.
13- EXPORT CONTROL
The Product may include technology and Software subject to export control laws in the country in which the Product is delivered or used, which must be respected by the Customer. The Product may not be sold, leased or transferred to end users or countries that are restricted by such laws or users involved in weapons of mass destruction or genocide.
14- FORCE MAJEURE
We do not accept responsibility for delays (including deliveries or Services) caused by Force Majeure. In cases of Force Majeure PLUG AND PLAY ENERGY S.L.U. shall be entitled to an extension for its execution. If the cause lasts more than 2 months, this agreement may be terminated by either party, without the right to compensation.
15- CONFIDENTIALITY
The information related to the Products and Services, the Intellectual Property or the business disclosed to the Client or to PLUG AND PLAY ENERGY S.L.U. are for its exclusive and sole use, and therefore both shall be obliged to maintain total confidentiality in relation to the data and information transmitted. The Client may not transfer such information or part of it to third parties without the prior written consent of PLUG AND PLAY ENERGY S.L.U.
These confidentiality obligations shall survive even after the termination of its relationship with PLUG AND PLAY ENERGY S.L.U. The Client shall therefore be responsible for any misuse or leakage that occurs among its personnel or any third party to whom it has communicated the information referred to.
16- DATA PROTECTION
For the purposes of the provisions of Law 15/1999 on the Protection of Personal Data and implementing regulations, PLUG AND PLAY ENERGY S.L.U. informs the Client that the personal data required as a result of the Contract application, transactions, and/or contracting of Products and Services that take place by any means, as well as computer processes regarding data already registered, will be incorporated into a file created under the responsibility of PLUG AND PLAY ENERGY S.L.U., authorizing this company for the processing of such data. The purpose of the collection and the aforementioned processing is the maintenance of the contractual relationship established between the parties, the management, administration, provision, extension and improvement of the services provided and the adaptation of the same to the preferences and tastes of the Clients.
Likewise, the Client's data may also be used to send technical, operational or commercial information about the different Products and Services PLUG AND PLAY ENERGY S.L.U., currently and in the future, directly through it or through third parties.
In case you are not interested in having your data processed for any of these purposes, you can ask us not to use your data for this purpose by exercising your rights of access, rectification and cancellation by writing to the address of PLUG AND PLAY ENERGY SLU.
By providing the requested data, the Client declares that they are true, accurate and complete and expressly authorizes PLUG AND PLAY ENERGY S.L.U. to process them for the purposes previously informed.
The Client may freely exercise their rights of access, rectification, cancellation and opposition by sending a written communication to PLUG AND PLAY ENERGY S.L.U., to the address Avenida Alquería de la Mina, 11. 46200 Paiporta (Valencia) Spain, including your name, surname, photocopy of your ID, an address for the purpose of notifications and expressly indicate the right you wish to exercise.
17- CONSUMER RIGHTS
Nothing in this contract shall in any way affect the provisions of public policy on consumer rights.
18- JURISDICTION AND DETERMINATION OF APPLICABLE LAW
These General Conditions shall be governed by Spanish law.
For the resolution of any doubts, discrepancies or divergences that may arise in the performance and interpretation of this Contract, the parties submit to the Courts and Tribunals of the city of Valencia, waiving any other that may be applicable to them.
19- INDEPENDENCE AND INTEGRATION OF PROVISIONS
If any provision of these General Conditions is declared invalid or unenforceable by a court of law, the remainder of these General Conditions shall not be affected.
20- SUBCONTRACTING AND ASSIGNMENT
None of the parties may assign or transfer any obligations or rights. However, PLUG AND PLAY ENERGY S.L.U. may subcontract its obligations to third parties.
21- NECESSITY OF WRITTEN FORM
Notices must be in writing (by hand, e-mail, fax or registered mail) and sent to the legal representative of the other party.
22- INFORMATION
The Client will find information regarding PLUG AND PLAY ENERGY S.L.U. and its procedures on the web page www.pnp.energy ; You can go to that page for any updates.
23- RELIABLE TEXT
There are versions of these General Terms and Conditions of Business in other languages. In case of contradiction, discrepancy, litigation, etc. regarding the translation, interpretation, compliance, validity, contents, etc. of this document, the Spanish version shall be understood as the only legally valid one.