General Conditions of sale

1.  1. Basic concepts

These General Conditions will be deemed to have been communicated to the Buyer who is notified of the website where it is found and receives an offer from the Seller accompanied by these conditions.Alternatively, they will be considered communicated if the Buyer previously received them in the course of its business relationship with the Seller; in all these cases, they are considered accepted by the Buyer, for all purposes, when placing the order.

1. 2. Objective and scope of offers

2.1 Unless the seller makes a specific offer, the applicable prices are those that appear in the Seller’s price list in force on the date the order is placed. When the Seller has issued an offer, the prices and conditions will refer exclusively to the products (specifications and quantities) specified therein and will be valid for one month unless otherwise stipulated.

2.2 The seller reserves the right to make any changes at any time, in particular in relation to the format, shape, color, dimensions or materials, of the products, representations, descriptions and specifications presented in its catalogs or brochures.

1. 3. Order formalization

3.1 It is important to receive, along with the first order, a document with the first order, a document with company information to open a customer file. Until this document is received the order will not be processed.

3.2 All orders must be sent in writing on an official company document showing the seal, the company’s NIF and the signature of the person responsible. In the absence of this document, the order will not be considered received.

1. 4. Payment terms

4.1 The Buyer’s order will include the payment terms for the Supply. Pre-specified payment terms may also be used within the framework of an ongoing business relationship agreement between the Buyer and the Seller. These payment conditions must comply with the provisions of Law 15/2010, of July 5, modifying Law 3/2004, of December 29, by which establish measures to combat late payment in commercial operations, without in any case exceeding the maximum established therein. In any case, payment conditions will always remain within the current legal framework.

4.2 Payment will be made under the agreed conditions, into the Seller’s bank account or through another agreed procedure. Payment will be made without any deductions such as unagreed withholdings, discounts, expenses, taxes or fees, or any other deduction.

4.3 In the event of late payments by the Buyer, he will have to pay the Seller, without any requirement and from the payment due date, late payment interest on the delayed payment, which will be calculated in accordance with the provisions of the article 7 of Law 3/2004, of December 29. The payment of this interest will not release the Buyer from the obligation to make the rest of the payments under the agreed conditions.

4.4 In the event that the Buyer incurs delays in the agreed payments, the Seller may provisionally or definitively suspend, at its option, the shipment of the Supply or the execution of the services associated with it, without prejudice to requiring the Buyer to making late payments and claiming, where appropriate, additional compensation for this suspension of the Supply or execution of the agreed services.

4.5 Failure to pay an installment on the due date will automatically cause the maturity and enforceability of all amounts owed by the defaulting Buyer, regardless of the way in which payment was arranged (bills of exchange, promissory notes or others). Likewise,  the Seller reserves the right to suspend the execution of its own obligations until the full payment of the amounts due and demand compensation for costs provided for in article 8 of Law 3/2004 of December 29.

4.6 The equipment and materials ordered will be supplied under reservation of title in favor of the Seller, until the Buyer’s payment obligations have been fully fulfilled, the latter being obliged to cooperate and adopt whatever measures are necessary or convenient and those proposed by the Seller to safeguard its ownership of equipment and materials.

4.7 When expiration periods coincide with holiday periods, delays in payments by the Seller will not be accepted, nor will postponements or circulars that avoid them be accepted. Likewise, any similar content will not be admitted within the conditions of the order, specified by the Buyer.

1. 5. Delivery terms and conditions

5.1 The delivery time is understood for the material placed in the position and conditions indicated in the accepted order. If the delivery position is not specified therein, the Supply will be considered located in the Seller’s factory or warehouses. For the delivery time to be binding on the Seller, the Buyer must have strictly complied with the payment schedule, if applicable.

5.2 The deadlines are conditioned to the availability of equipment and materials, and any other existing circumstance that could influence, at the time of receipt of the firm order by the Seller issued by the Buyer. Any subsequent extension or modification of the order will convert the order into a new one, restating all processes and reviewing all conditions and deadlines again.

1. 6. Shipping

6.1 Shipping costs for mainland Spain and the Balearic Islands will be paid from 600 € (without VAT) through our usual transport, except for photovoltaic modules. If you use another shipping agency or need urgent shipping, the cost will be borne by the customer.

6.1 Shipping to Portugal will be under DAP conditions starting at 1000€ (without taxes) through our usual transport, except photovoltaic modules. If you use another shipping agency or an urgent one, this will be cost borne by the customer.

6.3 Shipping to the Canary Islands will be under CFR conditions starting at 1000€ (without taxes) though our usual transport, except for photovoltaic modules. If you use another shipping or need an urgent one, this will be cost borne by the customer.

6.4 Other countries, EXW shipping conditions.

1. 7. Reception

7.1 Once the Supply has been received the Buyer will verify its contents within a period of no more than 5 days from receipt, to check for any defects and/or faults that could be attributable to the Seller, notifying, where appropriate immediately and in writing to the Seller the existence of these defects and/or faults.

7.2 Once 5 days have elapsed since the Buyer has received the Supply without the Seller having received written communication regarding any defects or shortages, the Supply will be considered to have been accepted.

1. 8. Return of materials. Claims

8.1 When the causes of a material return are not attributable to the Seller, the provisions established in the following points of this section will always be considered.

8.2 There must be a prior agreement between the Seller and the Buyer for any return of material. The existence of said agreement will be accredited with the corresponding ‘’Return Authorization’’ (RMA) document, which will be issued according to the procedure established by the Seller.

8.3 The buyer has a period of one month from the purchase and receipt of a material to request return authorization.

8.4 In the event that Buyer stocks material from Vector Energy Global SLU, there must be a stocking agreement between the Seller and the Buyer that clearly specifies the maximum period from the purchase for the acceptance of a return. This period will not exceed in no case 6 months. If there is no such agreement, the period will be one month.

8.5 The Buyer will provide the information requested by the Seller regarding the material being returned, its purchase and the reason for the return.

8.6 The Buyer accepts his participation in the costs of review and conditioning of the returned material which will be at least 20 % of the amount payable. Once the returned material is received at Vector Energy Global SLU, the Seller will analyze its status and inform the Buyer of the final depreciation percentage, as well as any other condition that affects said return. The return will not be considered authorized until the buyer accepts the final conditions.

8.7 Returns will always be made with shipping borne by the Buyer.

8.8 The Seller will not accept returns of materials declared obsolete, discontinued, used or installed, subjected to disassembly or other manipulations that prevent it from offering guarantees of their normal use.

8.9 The Seller will not accept returns of materials that have been designed, manufactured specifically for the Buyer or any special products or C key (made to order).

8.10 No return or credit will be accepted for any material that has not been purchased directly by the Buyer from the Seller. In order to guarantee this point, the Buyer will always provide the invoice information corresponding to the sale. The Buyer will determine the traceability of the material in question with said invoice.

8.11 For any return, the causes for which are the responsibility of the Seller, will proceed according to the corresponding current legal framework. In any case, the Buyer undertakes to communicate the incident to the Seller following the established procedure, which includes obtaining the corresponding ‘Return Authorization’ (RMA), in order to guarantee a quick and effective solution.

1. 9. Guarantee

9.1 The warranty covers product failure in the respect of defects in materials, manufacturing or assembly caused under normal operating conditions for 12 months from the date of installation. If the installation date is not known, the product’s warranty is valid for 18 months from the date of shipment registered with VECTOR ENERGY GLOBAL SLU. However, the warranty period may vary depending on the purchase or installation contracts.

9.2 The guarantee expressed in section. 9.1 consists of the repair, in the seller’s workshops, or the replacement supply of elements that have been recognized as defective, either due to material defects or manufacturing or assembly defects.

9.3 The repair or replacement of a defective element of the Supply does not change the start date of the warranty period for the entire Supply, which will be the one indicated in section 9.1. However, the repair or replacement. 9.4 Damage or defects due to normal wear and tear due to use of the equipment are excluded from the guarantee. In addition, damages and defects caused by inadequate conservation or maintenance, incorrect or negligent storage or handling, abusive use, defective assemblies, variations in the quality of the electrical supply, modifications introduced in the Supply without approval of the Seller and in general any cause that is not attributable to the Seller.

1. 10. Limitation liability

The liability of the Seller, its agents, employees, subcontractors and suppliers for claims arising out of the performance or non-performance of its contractual obligations shall not exceed in the aggregate the basic contractual price and shall in no event include damages arising from loss of profits, loss of revenue, production or use, capital costs, downtime costs, delays and claims of the Buyer’s customers, loss of anticipated savings, or any other special, indirect or consequential damages.

Events which may result in a claim by the Buyer with alleged liability of the Seller as specified in this clause shall be notified to the Seller as soon as they become known to the Seller. The Buyer shall not take any action which impedes, hinders, distorts or makes impossible the evaluation, analysis and study of the facts by the Seller, with the exception of those urgent actions which avoid greater damage than the fact itself to be claimed or when there is an evident high risk for the safety of persons.

The limitation of liability contained in this clause shall prevail over any other limitation contained in any other contractual document which is contradictory or inconsistent with the same, unless such provision restricts the Seller’s liability to a greater extent.

1. 11. Export limitation

The Buyer acknowledges that the products supplied by the Seller may be subject to local or international provisions and regulations relating to export control and without authorizations to export or re-export from the competent authorities, they cannot be sold, rented or transfer the supplies or use them for any purpose other than as agreed. Buyer is responsible for compliance with such provisions and regulations.

1. 12. Applicable law. Submission to Jurisdiction and Competence

This Agreement will be governed and construed in accordance with the laws of the State of Spain (the ‘’Applicable Law’’), excluding its conflict of laws rules. Any dispute that may arise in connection with this Agreement, including any question regarding its existence or validity, will be resolved in accordance with this Article. If a dispute is not resolved through negotiation, either party may, by written notification, refer the dispute to a meeting at the appropriate senior management level which must be held within twenty (20) business days after notification. If the conflict is not resolved within a period of thirty (30) business days after notification, or on a later date set by mutual agreement, it will be submitted to and resolved by arbitration in accordance with the Arbitration Rules of the Arbitration Court of Barcelona, of the Catalan Association for Arbitration (‘’TAB’’). There will be only one referee selected in accordance with the rules of the TAB. The seat or domicile of the arbitration will be the city in which the Company has its main office the arbitration will be carried out in Spanish. The arbitrator’s decision will be final and binding on both parties, and neither party will appeal to any court or other authority to review the decision.

1. 13. Force majeure

 13.1 In the event that Seller is prevented, totally or partially from fulfilling its contractual obligations due to Force Majeure, compliance with the affected obligation(s) will be suspended, without any liability on the part of the Seller.

13.2 Force Majeure shall mean any cause or circumstance beyond the reasonable control of the Seller, including but not limited to, strikes of suppliers, transport and services, failures in third party supplies, failures in transport systems, natural disasters, floods, temporary riots, strikes, labor disputes, stoppages of personnel of the Seller or its subcontractors of the Seller or its subcontractors, sabotage, acts, omissions or interventions of any type of government or agency thereof and other causes of force majeure contemplated in current legislation directly or indirectly affecting the Seller activities.

13.3 When a cause of Force Majeure occurs, the Seller will notify the Buyer as soon as possible expressing said cause and its foreseeable duration. Likewise, it will communicate the cessation of the cause, specifying the time in which it will comply with the obligation (s) suspended  due to the same. The occurrence of a force majeure event will entitle the Seller to a reasonable extension of the delivery period.

1. 14. Confidentiality

The Parties must confidentially treat all documents, data, materials and information provided by one of them to the other and not reveal them to any third party, nor use them for any purpose other than the fulfillment and development of the Supply, unless previously started in writing the consent of the other Party.

The above does not prevent the Seller from providing the name of the Buyer and the basic data of the Supply as part of its commercial references.

1. 15. Resolution

15.1 Either Party may immediately terminate the order by written notice to the other by written notice to the other Party. If the other party materially fails to comply with the order. No breach of order will be considered material unless the breaching Party has been notified in advance in writing and has failed to cure the breach within thirty (30) days of notice.

Likewise, the following assumptions will be cause for resolution:

• The dissolution and/or liquidation or declaration or bankruptcy of any of the Parties, except in the framework of merger operations carried out within the Group to which each one belongs.
• The cessation of activity of any of the Parties.
• The persistence of a Force Majeure event for more than three months from the date of receipt by one of the Parties to the other.
• Any other cause for termination expressly indicated in other Clauses of these Conditions.

 

• Update 14/02/2024