GENERAL TERMS AND CONDITIONS OF SALE
“General Terms and Conditions of Sale” means the terms and conditions under which RECREATIVOS FRANCO, SAU (hereinafter RFRANCO) sells its products. If CUSTOMER is interested in modify any term or condition, it should be expressly accepted by RFRANCO in the Particular Terms and Conditions of Sale that must explicitly include in the invoice or contract between the parties.
“General Terms and Conditions of Sale” apply to all sales transactions of all types of products manufactured / distributed by RFRANCO as well as all the companies comprising the Corporate Group FRANCO DISTRIBUCION, SA.
- ORDER ACCEPTANCE. By issuing this invoice, RFRANCO accepts the request made by CUSTOMER, duly collected in the Order Form made by RFRANCO and CUSTOMER expressly accepts it. Likewise, by issuing this invoice CUSTOMER accepts its terms and conditions expressly stated herein.
Any order change shall require the express written authorisation of RFRANCO’s authorised personnel.
- PRICE. Unless otherwise agreed upon, the price shall always be ex-works (EXW) (INCOTERM); i.e., for goods located in RFRANCO’s warehouses, so that CUSTOMER shall bear the costs of loading, transportation, insurance and customs clearance.
Likewise, ex-works prices shall always be deemed “ex factory” (agreed place: Camino San Martín de la Vega nº 21, Arganda del Rey (Madrid) (EXW)), whereby the payment of any other additional cost (such as taxes, import duties, insurances, etc.), shall be specifically added thereto on an individual basis.
Should RFRANCO manage the transportation and/or insurance of the goods on account of CUSTOMER, RFRANCO shall in no event be liable for any defective non-compliance thereof.
CUSTOMER shall bear the costs and risks of observing any applicable rules and regulations in any country where the goods in transit may pass through, and of obtaining any licences, permits and, in general, of complying with any applicable requirement.
- PAYMENT. The means and terms of payment shall be determined on a case-by-case basis with the relevant invoice, and shall always be binding on both parties. Any invoice that does not include reference to the means or terms of payment shall be null and void.
In any event, whenever the payment is deferred, RFRANCO shall reserve title of the sold goods until full payment thereof and, in case of breach by CUSTOMER, RFRANCO may choose to suspend any future delivery to the purchaser and to terminate the agreement, or to demand strict compliance, without expressly waiving any compensation for damages incurred.
- RECEIPT OF GOODS. Failure by the customer to raise objections or reservations duly communicated to RFRANCO in a 48-hour term after receipt of the goods, they shall be deemed received to the complete satisfaction of CUSTOMER.
By accepting the goods, CUSTOMER undertakes to comply with any and all general and special terms and conditions of sale, and shall be liable for any loss or damage arising from his/her non-compliance.
- INTELLECTUAL PROPERTY RIGHTS OF THE SOFTWARE OF THE “MACHINES”. MARKS AND IMAGE OF RFRANCO.
The Software and Intellectual Property Rights of the products being sold are RFRANCO’s exclusive property. CUSTOMER acknowledges that the public automatically associates RFRANCO’s brands with products that distinguish them, so that CUSTOMER requires the use of them so as not to discredit or undermine the prestige of RFRANCO. Also, regardless of the administrative sanctions that may apply, CUSTOMER may not make changes to the software of RFRANCO’s products.
Marks and Image of RFRANCO. CUSTOMER agrees not to make any public reference to RFRANCO, trademarks, trade names or other identifying symbols of RFRANCO and its products, without the prior written consent of RFRANCO. CUSTOMER acknowledges that the public automatically associates the signs with the commercial origin of RFRANCO and products. None of these elements may be reproduced, modified, transmitted, distributed, sold or used in any other way, with commercial or public purpose, by any means (whether electronic, mechanical or other playback system information). The parties agree that for the issuance of any statement or public statement by CUSTOMER on the sustained contractual relationship with RFRANCO, CUSTOMER will contact with RFRANCO for approval and, where appropriate, jointly processing. The breach of the obligations contained in this paragraph may be considered grounds for termination of contract entitling RFRANCO to appropriate compensation for damages occurred as a result of the infringement
- APPLICABLE LAW. The parties hereto expressly submit themselves to the jurisdiction of the Courts of the city of Madrid in order to settle any dispute which may arise from this Sale and Purchase Agreement.