These General Terms and Conditions of Sale (“Terms and Conditions”) will apply to any contract of sale agreed between LUCTA, S.A. (Lucta) and the Purchaser (referred to as separately as the “Party” and jointly as the “Parties”) as well as to any delivery of goods carried out by Lucta.
Lucta will be bound exclusively by these Terms and Conditions when it enters into a contract for the sale of goods. Any other terms and conditions differing from these will have no legal effect, unless they have been expressly agreed to in writing by both Parties.
Upon placing the order, the Purchaser declares that it has read and understood these Terms and Conditions beforehand and accepts each of the stipulations they contain, along with their express incorporation into the contract.
Unless expressly agreed otherwise in writing, all future purchases of goods by the Purchaser will be subject to these Terms and Conditions.
Quotes are solely for informative purposes and will not be binding upon Lucta until it has accepted the order placed by the Purchaser in writing. Lucta reserves the right to revise the quotes and prices before accepting the order and, as the case may be, after accepting the order, in accordance with the provisions of clause 9.
The acceptance of any quote by the Purchaser automatically implies the acceptance of these Terms and Conditions, provided they have not been expressly modified by the quote.
Orders placed by the Purchaser must specify the name of the requested goods, the quantity, preferred delivery date and specific requirements for the products ordered. Lucta will not be liable for the non-conformity of the goods with respect to any specifications that were not notified to Lucta at the time of placing the order.
Any change to an order will be subject to the prior approval of Lucta, and may depend on the payment, by the Purchaser, of the costs and charges incurred by Lucta, including, but not limited to storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Lucta by its suppliers, and any other costs resulting from cancellation.
Lucta’s acceptance of the order will indicate the completion of the contract.
Goods will be delivered in accordance with the 2010 Incoterms (International Commercial Terms) expressly agreed upon with the Purchaser.
The risks pertaining to the goods will be transferred to the Purchaser at the moment the goods are placed at its disposal (the location will be determined in the agreed Incoterms).
Lucta may make partial deliveries, with the Purchaser’s prior agreement, by issuing an invoice for each consignment.
Unless otherwise agreed in writing, the delivery dates specified by Lucta are only estimates and do not imply a commitment to delivering the goods on a specific date. Delayed delivery will never be understood as a breach of contract by Lucta.
The delivery period will begin from the moment of confirmation of the order by Lucta. The delivery period will be considered completed when the delivery is ready for dispatch at the agreed place.
The delivery period will be extended by a reasonable time if, for reasons beyond Lucta’s will and control, it is not possible to comply with the agreed delivery period.
The delivery period will also be extended if the Purchaser changes the original order or the Purchaser is delayed in the fulfillment of its contractual obligations, particularly if the Purchaser delays the agreed payments or the delivery of the necessary documents.
Lucta will not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise comply with these Terms and Conditions due to any cause beyond Lucta’s control, including, without limitation, any governmental act, regulation or request affecting the conduct of Lucta’s business, fire, explosion, accident, theft, criminal damage, riot, acts of war, strikes or other labor disputes, floods, storms or other natural disasters, delay in transportation, or inability to obtain necessary labor, fuel, materials or supplies at current prices. If, for reasons other than the foregoing, Lucta should delay or not deliver the goods, the Purchaser’s sole and exclusive remedy is to cancel its order by written notice to Lucta.
If, other than for the cases provided for in the preceding paragraph, the Purchaser wishes to make a claim for delay, it must do so in writing within five (5) calendar days from the date for delivery of the goods.
If the purchaser does not collect or take receipt of all or any part of the goods on the date and at the location agreed upon, Lucta may choose to (i) cancel this and any other pending deliveries, charging to the Purchaser’s account any losses it may suffer; or (ii) it may choose to store the goods at the purchaser’s expense and risk and on the Purchaser’s account. The Purchaser will be obliged to bear the corresponding costs and expenses and held liable for the risks pertaining to loss and deterioration of the goods.
The Purchaser will inspect and confirm the quality and quantity of the goods upon their delivery. If, within five (5) days after receipt of the goods, the Purchaser does not notify Lucta of the existence of apparent defects or lack of conformity or lack of material with respect to the items specified in the order, the goods received will be deemed to be irrevocably accepted, and the Purchaser waives the right to any claim.
The goods cannot be returned for credit, except with the express consent of Lucta and in strict compliance with Lucta’s return instructions. Prior to returning any goods, the Purchaser must obtain advance written authorization from Lucta and a written return authorization document in the form then in use by Lucta. Good must be returned within ninety (90) days of purchase and may be subject to a processing fee of 20% of their price.
Unless expressly agreed and in writing to the contrary, all prices will be deemed net, in euros and without any deduction.
Prices given in quotations, estimates, price schedules or other documents issued by Lucta prior to acceptance of the order are not binding on Lucta, barring the existence of a prior contract. The final price will be the one applicable on the date the order is accepted.
If the Purchaser decides to change the place of delivery and this implies a shipping surcharge, this surcharge will be borne by the Purchaser.
In this regard, and unless otherwise specified, any quotation provided by Lucta is firm only if the Purchaser places a corresponding order within the time specified on the quote document or, if no time period is mentioned, within thirty (30) days. The Purchaser must request shipment of the entire order within ninety (90) days from the date of order. Otherwise, Lucta may apply to future deliveries its standard prices at the time of shipment.
Additionally, Lucta reserves the right to increase the price of the goods before acceptance of the order if such increase is due to an increase in the cost of raw materials, labor, or any changes in applicable legislation or any other cause that Lucta cannot reasonably avoid. If such a modification occurs, the Purchaser will be entitled to withdraw from the contract within ten days of the notification of the new prices. If the Purchaser does not withdraw within that deadline, it will be deemed to expressly accept the new prices.
Unless otherwise stated, payment in full will be made within thirty (30) days of the invoice.
All costs arising from the chosen payment method will be borne by the Purchaser. Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law, whichever is the highest). The Purchaser undertakes to pay all expenses, including but not limited to expenses of the chosen payment method, reasonable attorney and accounting fees and other expenses of collection resulting from any breach of these Terms and Conditions by the Purchaser.
The agreed payment dates must be fulfilled by the Purchaser even if the delivery or, as appropriate, the shipping, is delayed for reasons beyond Lucta’s control or responsibility.
If Lucta considers it appropriate, it may request the Purchaser to provide the necessary guarantees to ensure the Purchaser complies with its contractual obligations, optionally suspending the delivery of goods until such guarantees are issued. The wording and content of the guarantees will be supplied by Lucta.
Lucta will retain ownership of the goods supplied until the payments agreed with the Purchaser have been made in full. The Purchaser authorizes Lucta to record its retention of title in public registries and must sign any documentation required for such purposes.
If the purchaser fails to meet any of its payment obligations, Lucta will be entitled to directly repossess the goods and withdraw them from where they have been deposited, without the need to seek judicial intervention.
Lucta guarantees that, to the best of its knowledge and understanding, on the delivery date, the goods will conform to the specifications agreed to in the order and to the applicable Spanish legislation.
The goods are sold without subsequent guarantees and without any form of commitment on the part of Lucta concerning their possible processing, potential applications and marketability. Lucta’s sole and exclusive liability and the Purchaser’s exclusive remedy with respect to goods, proved to Lucta’s satisfaction to be defective or nonconforming, will be the replacement of such goods without charge or refund of the purchase price, at Lucta’s sole discretion, upon the return of such goods in accordance with Lucta’s instructions.The Purchaser may not make any claims against Lucta for any costs or expenses it may incur with third parties in order to remedy any defects or lack of conformity in the goods beyond the limitation of liability provided for in clause 17.
The Purchaser acknowledges that the products have not been independently tested by Lucta for safety and efficacy in food, drugs, medical devices, cosmetics, e-cigarettes, vaporizer devices, commercial or any other use, unless otherwise stated in the documentation provided by Lucta.
The Purchaser expressly represents and warrants that it will properly test, use, manufacture and market any products purchased from Lucta and/or materials produced with products purchased from Lucta in accordance with the practices of an expert in the field and in strict compliance with all applicable current and future laws and regulations.
The Purchaser is responsible for verifying the risks and conducting any further research necessary to understand the hazards involved in using Lucta’s products. The Purchaser also assumes the obligation to inform its employees, partners and auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products.
The Purchaser agrees to comply with the instructions, if any, supplied by Lucta relating to the use of Products and to not misuse the Products in any manner. If the products purchased from Lucta are to be repackaged, re-labeled or used as base materials or components of other products, the Purchaser undertakes to verify the tests carried out by Lucta on the Purchaser’s finished products. No products purchased from Lucta will, unless otherwise stated, be considered to be food, drugs, medical devices or cosmetics.
At the Purchaser’s request, Lucta may, at its sole discretion, provide technical assistance and information with respect to its products. Lucta makes no warranties of any kind or nature, express or implied, including any implied warranty of marketability or fitness for any particular purpose, with respect to technical assistance or information provided by Lucta or its personnel. Any suggestions by Lucta regarding use, selection, application or suitability of its products will not be construed as an express warranty unless specifically designated as such in a document signed by an authorized representative of Lucta
The information contained in the technical documents and catalogs will be binding only when it is expressly stipulated in those documents.
All the documents provided by Lucta to the Purchaser will be considered the exclusive property of Lucta, and as such, they are confidential and cannot be transferred to third parties nor copied, without Lucta’s prior written consent.
The sale of goods by Lucta does not under any circumstances represent the transfer of any licenses under any patent related to its products or the composition thereof, and the purchaser expressly assumes all risks pertaining to patent infraction as a result of the use of the goods or sale of products derived therein, whether individually or in combination with other materials, or prepared by means of any particular process.
Claims on the guarantee and for liability are exhaustively regulated by these Terms and Conditions.
The maximum liability of Lucta, for any reason, will not in any event exceed the price of the specific product supplied. Lucta will not be held liable for loss of production, loss of profits, loss of earnings or revenues, delays, claims against or from customers, nor for any other indirect or consequential damage or harm (whether contractual or tortious) that may be suffered by a Purchaser who acquires or uses Lucta’s products or by the Purchaser’s customers.
Lucta will not be liable for the harm suffered by the Purchaser as a result the Purchaser’s acts or omissions or those of its employees and representatives in relation to the contract or the goods, exceeding the amount of the purchase price of the goods, excluding VAT, customs duties, insurance premiums and other costs other than the cost of the goods themselves.
In the event of breach or lack of timely or adequate fulfillment of any of the Purchaser’s obligations, Lucta will have the right to terminate the contract in full or in part or to suspend the delivery of products or its execution in full or in part, without prejudice to Lucta’s remaining rights. The foregoing will be carried out by means of a written notification to this effect, without the need for subsequent warning of the breach and without Lucta incurring any liability for any damages that any such termination or suspension may cause to the Purchaser.
The termination of the contract will entail the acceleration of all the amounts owed by the Purchaser for this and other purchases, which will become due and payable.
Lucta may choose to require payment of the sums owed or the immediate return of the goods, which the Purchaser will be obliged to return immediately upon first request by Lucta, with all shipping and other return-related costs to be borne by the Purchaser, along with payment of any harm or losses caused to Lucta.
If such goods are not returned by the Purchaser, Lucta will be entitled to recover the goods sold without the need for a new request, notice or judicial intervention.
For the purposes of these Terms and Conditions, force majeure will be declared when there exists any contingency, circumstance or cause beyond the control of the Party making the declaration, including the following: riots, wars, civil disturbances, fires, floods, earthquakes, storms, explosions, strikes, closures, stoppage of machinery or factories and the impossibility of obtaining raw materials, equipment, energy or transport.
If, as a result of force majeure, either of the Parties is unable to meet any contractual obligation (excluding the payment of sums owed), that Party will be released from the obligation, provided that it notifies the other Party in writing and specifies the commencement and nature of the force majeure. The party declaring force majeure must provide immediate notification of the end of the cause that prompted the declaration.
Lucta will not be liable for any damage or loss arising from breach of contract or failure to comply promptly and in full with its obligations by reason of force majeure.
This clause is applicable both to Lucta and to the Purchaser. Notwithstanding the foregoing sections of this clause, if the force majeure event affects the Purchaser, it will not be released from any of its obligations to accept and pay for goods that are acquired prior to the receipt by Lucta of the force majeure notification. Nor may the Purchaser make a declaration of force majeure in order to delay the payment of sums owed.
If the cause of the force majeure should impede fulfillment of the obligation to deliver, Lucta will have the right to distribute, however it deems reasonable, the quantities of useful products among its customers in accordance with their requirements.
Pursuant to Spanish Organic Law 15/1999 of 13 December, on the Protection of Personal Data (Ley Orgánica 15/1999 de 13 de diciembre, de Protección de Datos de Carácter Personal) and Law 34/2002 of 11 July, on Information Society and Electronic Commerce (Ley 34/2002 de 11 de julio, de la Sociedad de la Información y de Comercio Electrónico), the personal data provided by the Purchaser form part of Lucta’s customer and/or supplier database, created for the purpose of maintaining the contractual relationship, the control and management of sales and their corresponding collection, and, as applicable, the sending of information, by any means, on Lucta’s products and services.
Lucta will treat this data with utmost confidentiality and undertakes not to use it for any purpose other than the one for which it was gathered, as well as to safeguard the data with the necessary measures to guarantee its safety and prevent any unauthorized access, alteration, deletion, or processing.
The Purchaser may exercise its rights of access, rectification, cancellation and opposition by writing to C/ de Can Parellada, 28 – 08170 Montornès del Vallès (Barcelona) to the attention of the personal data manager.
Neither Party will transfer this contract without the other Party’s prior written consent. Notwithstanding the foregoing, Lucta may transfer the contract, in whole or in part, (informing the Purchaser in advance) to any of the companies that form part of Lucta’s same business group.
Unless required by the specific context, each stipulation in these Terms and Conditions will be taken as independent from the rest. If any stipulation is declared fully or partially null or unenforceable, this will not affect the validity or enforceability of the remaining clauses of the Terms and Conditions.
The failure of either Party to exercise any right to which they are entitled under these Terms and Conditions will not be taken to mean a waiver thereof, nor will it impede the exercising of the rights at any time in the future.
Any notifications to be made to Lucta must be sent to the address contained in the acceptance of order or to an address subsequently given to the Purchaser. Notifications to be made to the Purchaser must be sent to the address given by the Purchaser or to its last known address. Notifications will be made by any means that allows confirmation of receipt, including email.
In the event of any discrepancies between texts written in Spanish and those written in any other language, as regards the contract or any other documentation concerning the sale of the goods, the text in Spanish will prevail.
Any contract that is subject to these Terms and Conditions will be governed by and interpreted in accordance with Spanish law.
The Parties expressly waive any jurisdiction to which they may be entitled and agree to submit to the Courts and Tribunals of the city of Barcelona (Spain) any dispute or litigation arising from the validity, interpretation, fulfillment or performance of the contract, these Terms and Conditions, as well as from the acts or transactions contemplated herein.