Purpose
These General Sales Conditions (hereinafter referred to as “Conditions”) regulate the sale of plastic piping products (hereinafter referred to as “Products”) offered by INDUSTRIAS NIOCO S.L. (hereinafter referred to as “NIOCO”) to its customers (hereinafter referred to as “the Customer”).
1. AcceptanceoftheConditions
Placing an order implies the Customer’s full and unreserved acceptance of these Conditions, which will prevail over any other Customer documents unless expressly agreed in writing by NIOCO.
2. Offers
NIOCO’s offers and quotations are not binding and are subject to changes until the order placed by the Customer, based on an offer or quotation, is confirmed in writing by NIOCO.
3. Orders
3.1. The order may be placed by the Customer through any means enabled by NIOCO, including but not limited to email, the Customer’s purchasing portals, or an extranet provided to the Customer.
3.2. When placing an order, the Customer must provide as much detail as possible, in addition to the number of units/meters and delivery location, specifying the product or service requested from NIOCO (reference) as listed in catalogues, website, offers, or inquiries.
3.3. For non-standard or custom-manufactured products, the Customer must provide a detailed drawing, if available, or the necessary specifications, and if tooling is required, payment must be made before production begins.
3.4. All orders must be confirmed in writing by NIOCO to be binding. No contract will exist without such confirmation. Orders that include any type of penalty will not be accepted. The minimum amount for a standard product order is €200 (excluding VAT). If the order does not reach this minimum amount, an additional administrative fee of €20 (excluding VAT) will be added to the invoice. The minimum amount for a non-standard product order is €800 (excluding VAT).
3.5. NIOCO reserves the right to accept or reject any order.
4. Cancellations and Modifications of Orders
4.1. Non-standard or custom-manufactured orders accepted by NIOCO cannot be cancelled once production has started, or if special raw materials, tooling, or colorants have been purchased.
4.2. The cancellation of standard products will require written consent from NIOCO. Cancellations by the Customer of standard products accepted by NIOCO will incur an additional fee of 10% of the total estimated amount for administrative expenses. If the cancellation results in any damage or loss, NIOCO may claim compensation from the Customer.
4.3. NIOCO will only accept modifications or variations in design, scope, deadlines, or other order terms if they are notified in writing by the Customer with sufficient notice. If such modifications or variations impose additional or more burdensome obligations on NIOCO, it will have the right to make an equitable adjustment to the contractual terms, both economically and in terms of delivery deadlines.
5. Prices
5.1. The prices of the Products will be those in force at the time of placing the order, according to NIOCO’s price list or offers made with a maximum validity period of 60 days, unless there is a price change in raw materials before the order is placed.
5.2. Prices do not include taxes, fees, or any other additional costs, which will be borne by the Customer.
6. Information Contained in catalogues and on the Website
NIOCO will take the utmost care to ensure that descriptions, drawings, and general information contained in catalogues and on its website are accurate. However, unless otherwise agreed, such elements are for guidance only and are approximate, so they are not binding, and no warranties are given for them. Therefore, NIOCO assumes no liability for any inaccuracies that may exist in its catalogues and website.
7. Payment Conditions
7.1. Payment will be made under the terms and conditions specified in the invoice.
7.2. In the event of late payment, the Customer will incur late payment interest as established by the applicable law.
7.3. If the Customers default and remain in such a situation, the Company, without prejudice to its legal rights, including contract termination, will not be obligated to
make any further deliveries under any contracts in force between NIOCO and the Customers.
7.4. If the Customer defaults, all debts owed to NIOCO will become due immediately, regardless of their original due date.
8. Delivery
8.1. NIOCO undertakes to meet the agreed delivery deadlines with the Customer. However, delivery deadlines mentioned in any documents issued by NIOCO are always indicative and may be modified due to production, subcontracting delays, etc., a circumstance expressly accepted by the Customer. Therefore, any delivery delays will not give rise to contract termination, indemnities, or penalties of any kind.
8.2. NIOCO will not be liable for any delivery delays due to causes beyond its control.
8.3. The delivery period will begin on the date of NIOCO’s order confirmation, provided all order details are clarified, and the Customer has supplied any required documentation or materials. NIOCO reserves the right to terminate the contract if the Customer refuses to clarify order details or provide required documentation or materials or does not do so within a reasonable period after being requested.
8.4. If essential deadlines are established, it will be understood that the Customer has granted a reasonable grace period if such deadlines are exceeded.
8.5. NIOCO’s supply obligation is always conditional on the timely and proper supply of materials by the Company’s suppliers and on the punctual fulfilment of the Customer’s payment obligations.
8.6. The Customer accepts partial shipments of products when required by service, production, or storage circumstances.
8.7. NIOCO reserves the right to deliver orders corresponding only to units packaged in multiples or batch quantities, and for custom productions, to deliver up to 10% more or less than the quantities ordered based on current availability.
9. Transport and Risks
9.1. Unless otherwise expressly agreed with the Customer, all goods will be subject to INCOTERMS® 2020 EX WORKS, meaning they travel at the Customer’s risk. NIOCO is not responsible for the risk of damage or loss of goods. NIOCO will notify the Customer once the goods are ready for collection. If requested, NIOCO can manage the shipment directly with the Customer’s carrier, with an additional administrative fee of €30 (excluding VAT) per shipment.
9.2. Products must be collected within a maximum period of 7 days after notification to the Customer that they are available at NIOCO’s facilities. If the products are not collected within this period, NIOCO may charge the Customer for storage and other expenses incurred.
9.3. If the Customer does not collect the products from NIOCO’s warehouses/facilities within 21 days of notification, NIOCO may issue the corresponding invoice for the prepared products, and the payment period will begin. Any damages to the products from that point will be the Customer’s responsibility.
9.4. The Customer is responsible for inspecting the Products upon receipt and notifying NIOCO of any damages or non-conformities within 15 days.
10. Warranty
10.1. NIOCO guarantees that the Products are free from manufacturing defects for 24 months from the date of delivery.
10.2. The warranty does not cover defects caused by improper use or storage, negligence, unauthorized modifications, or repairs.
11. Returns
11.1. Product returns will only be accepted with prior written authorization from Nioco.
11.2. Products must be returned in their original packaging and in perfect condition.
12. Limitation of Liability
12.1. NIOCO’s liability is limited to the value of the defective Products, excluding any indirect damages or lost profits.
12.2. The value of defective products will always be limited to the added value provided directly by NIOCO. If NIOCO supplies products with other components, it will only be responsible for the parts manufactured and invoiced by NIOCO.
13. Force Majeure
In the event of force majeure or any unforeseeable event at the time of contract conclusion, such as natural disasters, fires, legal strikes, administrative measures, raw material or energy shortages, etc., which are not attributable to the Company, NIOCO may either extend the delivery deadlines if these events are temporary or withdraw from the contract if they are not temporary and prevent or hinder supply.
This also applies if these events affect the Company’s suppliers. If NIOCO opts to withdraw, both parties will liquidate their obligations without the right to claim damages.
14. Applicable Law, Competence, and Jurisdiction
14.1. These General Conditions will be governed by Spanish law.
14.2. Any dispute arising from the application or interpretation of these Conditions will be submitted to the courts of Barcelona, with the express waiver of any other applicable jurisdiction.
14.3. However, any disputes between NIOCO and a Customer will be resolved in the courts of the Customer’s domicile or the place of performance of the obligation.
14.4. NIOCO reserves the right to modify these Conditions at any time, with the changes becoming effective upon publication on NIOCO’s website or notification to the Customer.