General terms and conditions of sale

Last updated: 12/02/2024

1. General provisions

This document regulates the terms and conditions of application for those legal relations of a commercial nature arising between TORYTRANS, S.L., holder of Tax Identification Code no. B13114319 and registered office at Calle Pitágoras, 1, Almagro, 13270, Ciudad Real (hereinafter, "Torytrans") and third parties who carry out legal business of any kind (hereinafter, the "Client") in relation to products offered by Torytrans (hereinafter, the "Material").

Torytrans reserves the right to modify any aspect of these general conditions of sale (hereinafter, the "General Conditions") as it sees fit. To this end, the updated version of the General Conditions will be available to the public via the URL: www.torytrans.com/condiciones-generales-de-venta, with the date of the last update appearing in the header. The Customer will be bound by the General Conditions of application that were in force on the date of signing the contract that regulates the aforementioned legal relationship.

Torytrans assumes the obligation, either by reference in the commercial offer itself, in the contract or by any other means, to communicate the existence of these General Conditions. The Customer assumes, for his part, the obligation to carefully review the entire content of these General Conditions.

The provisions of these General Conditions shall prevail over any special conditions provided for in the contract between Torytrans and any third party, as well as over any agreement, verbal or written, that the parties may have reached. Torytrans may freely and optionally waive part or all of the content of the General Conditions by virtue of any other contractual agreements, provided that such waiver is made in writing and expressly mentioning the sections of the General Conditions that are waived.

2. Commercial proposals and acceptance

The Customer shall not understand that Torytrans has accepted any commercial offer made, unless expressly indicated in writing to that effect. No act of Torytrans, its employees, agents or directors shall be understood as tacit acceptance of any offer, until express written acceptance by authorised personnel.

Torytrans shall only be bound by those commercial offers (a) signed and sent by a duly authorised representative of Torytrans and (b) returned and signed by the Customer as a sign of acceptance. Torytrans may withdraw any commercial offer before it has been returned signed by the Customer.

Any commercial proposal made by Torytrans to the Customer shall be considered to have expired after THIRTY (30) calendar DAYS from the date it is sent to the Customer. Expired commercial proposals shall lapse and shall not have any binding effect whatsoever for Torytrans.

Any matter not expressly provided for in the commercial proposal sent by Torytrans shall be understood to be completed by the present Commercial Conditions.

3. Dispatch of Materials

Unless expressly waived by Torytrans and a different formula is chosen, the Materials purchased or on which any other legal transaction by the Customer is based, will be shipped under the Incoterms in the ExWorks mode. In other words, the obligation of Torytrans with regard to the shipment will end with the mere provision of the Materials for collection by the carrier chosen by the Customer.

In the event that Torytrans agrees to ship under another Incoterms method, the Customer understands and accepts that the expected date of delivery (hereinafter the "Delivery Date") is for guidance only and is subject to the normal eventualities and vicissitudes that may arise during the shipment. In the event that the shipment depends on Torytrans because the latter has expressly accepted this circumstance in writing, it will make its best efforts to ensure that the Delivery Date is met in accordance with the initial estimates, without prejudice to which the Customer waives any request or claim in relation to reasonable delays or delays not attributable to Torytrans on the Delivery Date.

In the event that, depending on the transport of Torytrans, the delay exceeds a reasonable period set at 15 days for national territory and 3 months for foreign countries, the Customer and Torytrans will negotiate in good faith the appropriate measures to deliver the Materials as soon as possible.

In any case, Torytrans is not responsible and therefore the Client refuses to claim any responsibility for delays, losses or damages that are not directly attributable to Torytrans, as well as those that are due to force majeure, in accordance with the provisions of stipulation 10.

The Client understands and accepts that there is a retention of title on the Materials, even after their reception and until the complete and total payment of the corresponding price. Consequently, Torytrans may claim its return, not in lieu of damages, in the event of breach of contract by the Customer.

The visual appearance and/or qualities of the Materials may vary slightly from those originally specified, without this giving rise to any right of return or compensation in favour of the Client.

4. Return of the Materials and warranties

The Customer shall only have the right to return if visible defects not attributable to transport are detected within TWENTY-FOUR (24) hours of receipt of the Materials by the Customer, either by shipment to the Customer's premises or by collection from Torytrans' premises. On the other hand, in the case of hidden defects, only FIFTEEN (15) calendar days after receipt of the Materials by the Customer and provided that they are manufacturing defects, special or custom-made products will not be refunded.

Any damage resulting from the transport of the Materials shall be claimed by the Customer exclusively from the transport company, with the express exclusion of Torytrans.

Torytrans may, at its discretion, accept returns from the Customer due to non-manufacturing defects, under the commercial conditions it deems appropriate for this purpose.

The guarantee offered to the Customer by Torytrans on the Materials is ONE (1) YEAR from the date of sale and covers all manufacturing defects. It therefore excludes, among others and for exemplary but not limiting purposes, any damage associated with misuse or improper use in accordance with instructions, transport damage, storage defects and in general any other damage that is not exclusively related to their manufacture. In no way does the guarantee cover damage due to normal use or wear and tear.

In the event that the aforementioned conditions are fulfilled and the Client wishes to execute the guarantee, this will be extended exclusively to the replacement of those defective parts of the Materials and, if applicable, of the Material as a whole. In this case, the Materials shall be understood to be depreciated by 15% of their original purchase value and delivery to Torytrans ' facilities from the Client 's facilities shall be at the Client's own risk and expense.

5. Price and payment conditions

The final price of the Materials, as well as the payment milestones, will be reflected in the corresponding commercial offer sent by Torytrans to the Client.

Without prejudice to the above, unless expressly stated otherwise, the price contained in the commercial offer does not include VAT or deductions of any kind, and must therefore be increased by the corresponding tax rate.

Any costs associated with taxes, fees, bank transfer commissions and similar associated with the purchase of the Materials by the Customer shall be borne entirely by the Customer.

In the event that the Customer does not meet the payment milestones according to the contractually agreed stipulation, Torytrans shall be entitled to claim 5% monthly interest for late payment for non-payment, without prejudice to the right of contractual termination, which shall be fully compatible with the claim of the aforementioned interest for late payment, not replacing any other damages that may have arisen against Torytrans.

6. Safety in the use of the Materials

By purchasing the Materials, the Customer confirms and guarantees to have reviewed all the information relating to the safe use of the same. Likewise, the Customer guarantees to have received sufficient pre-sales assistance to clarify any doubts he may have in relation to this safety information and any other information relating to the Materials.

The Customer shall at all times follow the instructions in the Materials and shall ensure, at its own expense, that no person shall access or use the Materials without adequate training, including but not limited to safety training. Similarly, the Customer must carry out safety tests prior to using the Materials.

Torytrans shall not be liable for any damage arising from the use of the Materials and in particular, without limitation and for purely exemplary purposes, excluding those that have their origin in a lack of diligence or negligence in the use of the same. The Client shall hold Torytrans harmless for any claim that may arise in this respect.

7. Intellectual and Industrial Property

The Client understands and accepts that, unless otherwise expressly stated in writing, the Materials are subject to intellectual and industrial property rights in favour of Torytans. Consequently, the Client undertakes not to carry out any type of legal transaction that may infringe these rights, and undertakes to act in good faith and diligently, avoiding any type of reverse engineering or development of products or services based on the Materials.

The Customer shall be liable for any damages caused to Torytrans for the breach of the aforementioned obligation and undertakes, at Torytrans's discretion, to destroy or transfer ownership of any materials created or devised from or containing elements of the Materials, as well as those created or generated in bad faith, by means of research or reverse engineering.

8. Liability

In accordance with the previous stipulations, Torytrans assumes no liability whatsoever in relation to the use of the Materials by the Client, the latter being liable for any damages that may have been caused after the acquisition of the Materials.

In the event that any third party should bring any claim or indemnity action against Torytrans for damages and/or losses generated by the Client and/or after the acquisition of the Materials by the Client, the Client shall hold Torytrans harmless for the total amount that it would have to pay for this circumstance.

On the other hand, any liability for manufacturing defects and in general, any liability that Torytrans may actually have to face will be limited to a total of up to twice the purchase price of the Materials and will only include direct damage to the Client, expressly excluding loss of profit. The Client understands and accepts this circumstance, renouncing any claim over and above this amount.

9. Force majeure

If Torytrans is unable to comply with the obligations assumed with the Customer or is limited or prevented from carrying them out for any reason beyond its control, including but not limited to fire, flood, storm, earthquake, war or civil conflict, invasion, wars (declared or not) with foreign enemies, strikes, epidemics, pandemics, or due to any law, regulation, order or action of any public authority, Torytrans shall for such reason be released, without penalty, from fulfilling its contractual obligations for the duration of such events.

The terms and obligations established in these General Conditions or contractually and that could not be fulfilled due to the concurrence of any of the causes set out in the previous paragraph, will be extended for the period equivalent to such suspension.

10. Law and Jurisdiction

These General Conditions and, in general, any legal relations existing between Torytrans and the Client shall be governed by the Common Law of Spain.

Likewise, with express waiver of any other Court or Tribunal that, by rules of jurisdiction, may correspond to them, to the extent that the provisions of mandatory law so permit, the Courts of the city of Madrid will have exclusive jurisdiction .