GENERAL CONDITIONS OF SALE FOR THE PASABAN ONLINE STORE
1.1. In these general conditions of sale (hereinafter, GCS), the following terms will have the meanings expressed below:
- “PASABAN”: PASABAN, S.A. or any company belonging to the Pasaban Group, appearing in the offer or other document to which these GCS may apply.
- “Special Conditions”: Technical specifications of the Products and conditions for each purchase of products made by the Buyer on the Website.
- “Buyer”: Any natural person or company to whom PASABAN sells the Products during the course of its business activity.
- “Product/s”: Any of the products made available to the Buyers in the PASABAN “Online Store” on the Website www.pasaban.com
- “Online Store”: section “Replacements” of the Website www.pasaban.com where it is possible to buy the Products.
- Website: the URL www.pasaban.com
- Delivery: when the Products are made available on the basis of Ex Works at seller’s premises (Incoterms 2010).
2.1. PASABAN engages in selling digital converters, auxiliary equipment for digital converters, control cards and any type of replacements, for high standard machinery and technology applied to the paper and cardboard processing industry, designed and manufactured by PASABAN.
2.2. PASABAN undertakes to strictly comply with the GCS set out below in the sale of the Products offered through the Online Store on the Website, and reserves the right to modify them by (i) providing otherwise in the Special Conditions of the sales offer, or (ii) by express written agreement between PASABAN and the Buyer.
2.3. These GCS shall apply to all orders, contracts, deliveries and other services entered into between companies or professionals and PASABAN through the Website, unless other terms are expressly agreed in writing, and they shall form an integral part thereof. You should also carefully read the Disclaimer posted on the Website, as it contains the rules for use and browsing on the Website.
3.1. By accepting the corresponding box on the Website or any equivalent mechanism for expressing the Buyer’s acceptance on the Website, the Buyer (i) states and guarantees that he has had access to the GCS together with the Special Conditions of the sale and the product specification sheet, he has read and understood them, and (ii) accepts entirely and without reservation to comply with all of their terms.
3.2. PASABAN shall in no event be obliged under the standard contracting terms or conditions that the Buyer has in force or which might be applicable to the sale of PASABAN Products. Nor shall PASABAN be obliged under the terms and/or the special conditions imposed by the Buyer on the GCS and/or on the Special Conditions, unless PASABAN has stated its express acceptance thereof in writing, without having to make any specific rejection of those conditions.
3.3. Any order placed shall imply the acceptance of these GCS, by marking the corresponding box or equivalent mechanism made available in the Online Store.
4.1. TheProducts available for purchase on the Website are those detailed in the section “Replacements” of the Website, consisting of digital converters, auxiliary equipment for digital converters and control cards. The features and technical specifications of the Products are described in the data sheet for Products which are available for consultation at any time in the Online Store.
4.2. PASABAN reserves the right to modify at any time the features and technical specifications of the system that are linked to the technical evolution of the Products, and to add new products to the Online Store.
4.3. All Product prices are net, do not include any type of tax, VAT, duty, or levy which will be calculated later at the corresponding rates and shall be shown to the Buyer before making payment. Unless specifically indicated otherwise, the prices indicated in the Online Store are taken to be Ex Works at seller’s premises 2010, therefore excluding insurance, transport, loading, unloading and any other related expense, but inclusive of the standard PASABAN packaging.
4.4. For deliveries outside of Spain the prices are exclusive of any type of tax, levy, customs duty, import or export tax and Value Added Tax, where applicable.
4.5. When payment is to be made, PASABAN shall show the final price payable by the Buyer in accordance with the specifications of the purchase.
4.6. The Buyer shall inform PASABAN in writing of any law or regulation affecting the implementation of the order. In any case PASABAN declines any liability and shall not accept any charge arising from the application of such law or regulation unless it has expressly accepted it in writing. Any costs arising from inspections prior to delivery made by public or private institutions of any country shall in all cases be borne by the Buyer.
4.7. Prices are valid for the time they are displayed on the Website and Buyers may buy the Products at the price indicated at the time of formalising the order.
4.8. Prices are in Euros except where a different currency is expressly indicated.
(A) Registration on the Website
5.1. To place an order, the Buyer has to be registered on the Website and must provide PASABAN with certain details necessary for processing the order, invoicing and monitoring the purchase. Once registered, the system will generate a user name and password for each Buyer, to be used in future purchases.
5.2. The Buyer will be responsible for the safekeeping of his user name and password, and shall assume all liability for its loss, disclosure to third parties or misuse.
(B) Formalising orders
5.3. Products are purchased through the Website following the procedure established in the section “Replacements”.
5.4. Within the twenty four hours (24) after receiving the formalisation of an order by the Buyer, PASABAN shall send an email to the Buyer’s email address acknowledging receipt and confirming the purchase made. The Product order, and therefore the contract, shall be deemed to be formalised and made binding once PASABAN has received payment of the price. The contract shall be formalised in Spanish and PASABAN shall file the digital document in which the purchase is set out, which will be accessible in the section “My Account” of the Website.
(C) Payment of the Price
5.5. The Buyer shall make payment in cash through the payment gateway made available to him on the Website, by Visa, Mastercard, American Express, Visa Electron credit card or debit card and/or other similar cards or by bank transfer, following the indications of PASABAN at all times. Payment of the price of Products purchased through the Website is to be made once PASABAN sends an email to the Buyer’s email address acknowledging receipt and confirming the purchase made.
5.6. The proof of purchase corresponding to a product order shall be available and viewable in the section “My Account: My Orders”. From this section the Buyer can also download the invoice for the order.
5.7. The Buyer must notify PASABAN, using the contact email address email@example.com, of any undue or fraudulent charge on the card used for purchases on the Website, as quickly as possible, so that PASABAN can take any measures it deems appropriate.
5.8. PASABAN utilises the maximum security measures commercially available in the sector. Similarly, the payment process works through a secure server using SSL protocol (Secure Socket Layer). The secure server establishes a connection so that the information is transferred encrypted using 128 bit algorithms, which ensures that it is only intelligible for the computers of the Buyer and the Website. This way, by using the SSL protocol, you are guaranteed: (i) that the Buyer is communicating his data to the PASABAN server centre and not to any other, and (ii) that all data is encrypted between the Buyer and the PASABAN server centre, thus preventing their possible reading or manipulation by third parties.
5.9. PASABAN does not have access to nor does it store sensitive data related to the payment method used by the Buyer. Only the corresponding entity processing the payment has access to that information, in order to process payments and collections. Once the purchasing process is complete, a digital document is generated which formalises the contract and which the Buyer can print and which will be saved in the section “My Account: My Orders”.
5.10. For its part, to ensure the security of its Buyers and the transactions they make through the Website, PASABAN informs its Buyers that in order to prevent any possible fraudulent transactions, it reserves the right to request information, confirmations and/or additional documents from Buyers, even if they have already made one or more purchases through the Website, by telephone call or email made or sent to the number or the account provided by the Buyer himself, for the purpose of confirming that such purchase(s) has effectively been made and authorised and/or that the delivery has taken place.
5.11. If the Buyer does not reply positively or does not provide PASABAN with the documentation and information requested within forty eight (48) hours following the telephone call or email, the transaction(s) detailed in that communication and the respective order(s) may be automatically cancelled, with no need for any subsequent notice or any liability for PASABAN regarding the Buyer’s security, and PASABAN will automatically reimburse the amount(s) paid by the Buyer for such purchase(s).
5.12. This is a security procedure that is accepted by the Buyer; by accepting these GCS he consents to being subject to the procedure for detecting any possible fraudulent operations as mentioned above, with no liability for PASABAN, and he also authorises PASABAN so that, once the Buyer has provided the additional information and documents in question, they may be used for future transactions that the same Buyer may make.
(D)Cancellation of orders
5.13. Orders cannot be cancelled once PASABAN has sent the email confirming the purchase.
(A) Place of delivery
6.1. Delivery is deemed to be made when the Products purchased are handed over to the Buyer at the place of delivery, and at that moment PASABAN shall be deemed to have fulfilled its obligation to deliver. The risk shall be transferred to the Buyer once the Products are delivered and also, even if they have not been delivered, after the date established for delivery, if the delay is produced for reasons attributable to the Buyer.
6.2. PASABAN shall deliver the Products to the Buyer Ex -Works (Seller) Incoterms 2010, in the PASABAN warehouse located in Auzo-txikia, 17 – Apartado 53, 20400 Tolosa, Guipúzcoa (Spain), between 8.00 a.m. and 6.00 p.m.
(B) Delivery time
6.3. The delivery time shall be as indicated in the Special Conditions, and by way of orientation, will be approximately seven (7) working days from confirmation of the order, i.e. once the Buyer has received the email of confirmation. No penalties are admitted for any reason unless expressly accepted by PASABAN in writing.
6.4. PASABAN assumes no liability for delays, failure or omission in complying with its obligations if it has been prevented from doing so due to unforeseen incidents or of force majeure, as described in Clause 13 of these GCS. Nor does it assume liability in case of labour disputes and delays in sub-contractors due to unforeseen incidents or of force majeure. In the event of delay in shipping for causes attributable to the Buyer, he shall assume any possible expenses for storage, waiting time and any others caused to PASABAN.
6.5. No amounts for consequential damages or lost profits shall be accepted, nor for cancellation of the contract due to delay in delivery.
(C) Conditions delivery. Shipping
6.6. In the purchasing process, PASABAN shall inform the Buyer of the different shipping methods available to him. Delivery shall always be made Ex - Works 2010 in the warehouse of PASABAN; however, under the purchasing process, PASABAN offers the Buyer a choice of shipping options, always at the expense and risk of the Buyer. Prior to payment, PASABAN shall provide the Buyer with all the necessary information relative to shipping (conditions and price), but in no event shall it take responsibility for transport, and the Buyer shall take up any issues regarding transport with the carrier. PASABAN shall collaborate with the Buyer in the case of any incident occurring with the carrier selected.
6.7. If the Buyer selects the delivery method of “collection at Pasaban” he shall inform PASABAN within the five (5) calendar days after receiving the email confirming the purchase, of both the name of the carrier and the loading conditions. If the Buyer fails to do this, the risk shall be transferred to him from the date on which the Products were made available for shipping, and PASABAN shall be authorised to store the Products at the expense and risk of the Buyer, charging the Buyer for storage at a rate of 0.5% of the invoiced amount per week (which may not exceed a total of 5% of the total amount of the invoice).
(D)Evidence of delivery
6.8. The signing of the delivery note by the carrier chosen by the Buyer shall be sufficient evidence of the delivery of the Products.
6.9. Together with the Product purchased, PASABAN shall provide the Buyer with the bill for the purchase, a sheet showing the main technical features of the product, and all information necessary for it to work correctly. If any Product should require an adjustment for adapting it to a specific piece of machinery, PASABAN shall provide the Buyer with necessary instructions so that the latter may make the adjustments.
6.10. One (1) copy of the documentation, in Spanish and English, will be supplied.
6.11. Any standard rules of the Buyer or regulations applicable in the country of the Buyer shall be studied by PASABAN and complied with to the extent possible, but no impositions from the Buyer shall be admitted in this respect. Any costs arising from complying with those standard rules or regulations shall in any case be for the account of the Buyer.
7.1. PASABAN guarantees that the Products will be manufactured in accordance with the standards and specifications indicated in the technical documents, with adequate and accepted engineering, design and manufacture and that they will be new, unused and suited to the work, and free from any defects and deficiencies.
7.2. PASABAN shall only be obliged to repair or replace (at its exclusive choice) any Product for the faults or latent defects that, after being duly demonstrated and communicated to PASABAN in writing within the time limits set out in this Clause, make it unfit for the use foreseen in the technical specifications described in the Special Conditions and which have appeared within the six (6) months from the date of being delivered, delivery being understood as when they are made available to the Buyer at the place of delivery indicated. PASABAN shall without delay repair or replace any defective parts of the equipment. Any costs and expenses for such repair or replacement shall be borne by PASABAN.
7.3. Any defective part that that been repaired or replaced by PASABAN under the guarantee shall be returned at no cost to the Buyer as quickly as possible.
7.4. The warranty of PASABAN under these GCS shall not apply to defects arising from:
- Wear and tear from the normal use of the Product.
- Improper utilisation, substitution, repair, modification, conservation or alteration of the Products which deviate from the procedure indicated by PASABAN, made by the Buyer, his employees or agents.
- Any change in models or designs in the Product or part thereof, made by the Buyer, his employees or agents, except for those made under work certified by PASABAN.
- Changes or repairs made to the Product by third parties.
- Incorrect or negligent handling, misuse, incorrect assembly, variation in the quality of the electricity supply (voltage, frequency, etc...)
- Intentional acts or negligence of the Buyer, his employees or agents.
- Causes of force majeure
The warranty mentioned in Clause 7.2 above shall also not extend to: (i) defects in the Product components of different brands and which have been incorporated into the Products by the Buyer, (ii) defects in other Products purchased pursuant to other contracts entered into between PASABAN and the Buyer.
7.5. Once a defective Product has been received, PASABAN will examine it and ascertain whether the defect is covered by the warranty or whether it falls under the circumstances excluded by it. If the defect claimed by the Buyer is not covered by the warranty, PASABAN shall inform the Buyer of the amount for the necessary repair and the Buyer may choose between repairing the Product or not, but in any case, the latter shall assume the costs of sending and returning the Product.
7.6. Any claim for incomplete or mistaken delivery must be made in writing within seventy two (72) hours after delivery. In the case of latent defects, the claim must be made immediately after these have been discovered.
8.1. In any case, and unless specified otherwise, these GCS exclude the supply of the following materials or services: (i) loading, transporting and insurance, (ii) installation, putting into operation, adapting and training for the Buyer’s machinery, (iii) qualified personnel to assist with installation and putting into operation, (iv) replacement parts, (v) engineering work, (vi) compressed air and electricity connection up to the machinery connection points, (vii) unloading machinery and moving it inside the Buyer’s premises, (viii) lifting equipment for installation, (ix) interpreter, if this should be necessary for the installation and/or training.
9.1. All content of any type included on the Website, including, but not limited to, the images, brand, trade names, industrial designs, texts, photos, videos, graphics, logotypes, icons, software or any other signs intended for industrial and commercial use that are protected by copyright held by PASABAN and/or other legitimate associates who have assigned the corresponding rights of use to PASABAN. The industrial and intellectual copyright over all content mentioned is duly protected by Spanish, EC and international legislation and any use and/or reproduction thereof without the express consent of PASABAN is therefore prohibited.
9.2. Notwithstanding the above, the Website is also considered to be a software tool and is therefore also subject to all EC regulations in force on the matter.
9.3. Any total or partial use of the content of the Website consisting of copying, reproducing, adapting, modifying, distributing, selling, public communication and/or any other action in any format and using any medium shall constitute an infringement of Spanish, EC and/or international laws in force on intellectual and/or industrial copyright and is strictly prohibited, except with express, written authorisation from PASABAN.
9.4. In no case shall the acceptance of these GCS be deemed to imply implicit or explicit authorisation regarding the intellectual and/or industrial copyright of the Website or its content and/or its Products or that any renunciation, transfer, total or partial assignment of those rights has taken place nor that any concession of any rights or expectation of rights and specifically of the alteration, transformation, exploitation, reproduction, distribution or public communication thereof.
10.1. PASABAN shall be liable for any faults and defects of the Products, in accordance with the terms of the warranty offered in Clause 7 above.
10.2. PASABAN is not obliged to obtain warranty of title for the Buyer.
10.3. In any case, PASABAN shall only be held liable to the Buyer for direct, bodily and/or material damages and losses sustained by the latter as a result of defects or faults in the Products purchased. The Buyer expressly states that PASABAN shall not be held liable in any case for indirect and/or non-material damages and losses sustained by the Buyer as a result of defects or faults in the Products purchased. In particular, any economic or business loss, such as loss of earnings or of use, and also any loss of the same nature resulting from any claim filed by the Buyer against PASABAN as a result of losses sustained by third parties, constitute an indirect loss and therefore shall not give rise to any liability on the part of PASABAN.
10.4. If the Buyer is a wholesaler or retailer, he undertakes to provide the end purchaser with all the documentation and instructions necessary for the correct functioning of the Product, and also the pertinent warranty and local customer service if necessary, and shall be solely liable and shall hold PASABAN harmless from any claims that might be filed from an end purchaser arising from the failure to comply with those obligations.
10.5. PASABAN shall assume no liability whatsoever from ( including but not limited to) : (i) the use that Buyers may make of the material on the Website or links to other sites, whether prohibited or permitted, in violation of the intellectual and/or industrial copyright of the content of the Website or of third parties; (ii) any possible damages and losses caused to the Buyers as a result of normal or abnormal functioning of the search tools, the organisation or the location of the content and/or access to the Website and, in general, any errors or problems that may be generated in the development or instrumentation of the technical elements that the Website or software enabling the Buyer to access it; (iii) the content of any pages that the Buyer may access from links included on the Website, whether authorised or not, nor does it guarantee the absence of virus or other harmful elements which could cause damage or alterations in the computer system or the files of the User of this Website; (iv) any actions or omissions of third parties, regardless of whether such third parties may be contractually related to PASABAN; (v) errors or delays in accessing the Website experienced by the Buyer when entering his details in the order form, slowness or inability of the recipients to receive confirmation of the order or any irregularity that might arise when these incidents are due to problems in Internet, causes of force majeure and any other unforeseeable contingency beyond the good faith of PASABAN; (vi) faults or incidents that might occur in communication, deletion or incomplete transmission, which do not guarantee that the Website is continuously operative; (vii) errors or damage caused to the Website by the inefficient use or bad faith of the Buyer; (vii) the non-operative status or problems with the email address provided by the Buyer for receiving confirmation of the order.
10.6. PASABAN undertakes to find a solution to any problems that might arise and to offer all support necessary for the Buyer to find a speedy and satisfactory solution to any incidents that might arise on the Website.
11.1. The Parties may terminate this sales contract prematurely in the following cases and/or for the following causes:
11.2. Such termination shall not involve per se any obligation to indemnify, although for the circumstance described in this Clause 11.1.b) the party cancelling the contract shall be legally entitled to claim against the party in breach for any damage and losses sustained in accordance with the provisions of article 1.124 of the Civil Code.
12.2. Before either of the parties reveals its particulars to the other party, it must inform the individuals of the content of the preceding paragraph and must comply with any compulsory requirements which are applicable by law to the correct disclosure of information to the recipient, so that the latter is not obliged to take any additional actions vis-à-vis the individuals in question.
13.1. There shall be no liability for non-fulfilment of the obligations assumed if this is caused by force majeure, with the meaning of the expression defined in article 1.105 of the Civil Code, including but not limited to general or industry strikes, lockouts, boycotts, embargoes, governmental restrictions or those of other authorities, war or similar actions, civil unrest and public disturbances, uprisings, rioting, revolutions, insurrections, sabotage, explosions, epidemics, major fire, major flooding, major storms, major earthquakes or other serious natural disasters,
13.2. If the situation of force majeure is prolonged for more than thirty (30) days without the parties affected having reached any agreement on the measures to be taken, either of them shall be entitled to cancel the contractual relationship. The time limits set by the parties and/or stipulated in these GCS shall be deemed to be automatically extended for the same period of time that the event of force majeure has lasted.
14.1. PASABAN has civil liability insurance.
14.2. PASABAN also has a combined policy for industries and other activities which covers the risks of destruction or deterioration of the Products and theft and pilferage up until the time when the Products are delivered to the Buyer.
14.3. The Buyer must have a similar policy for industries and other activities which covers the risks described above, from the moment when the goods insured enter its premises.
14.4. Any other type of insurance is excluded.
14.5. All risk shall pass to the Buyer once the Products are delivered to the Buyer or to the carrier chosen by the latter, at the PASABAN factory, and from that moment on, the Buyer must have the necessary insurance for transportation and any other eventuality that might arise.
15.1. PASABAN assumes no obligation of exclusive sale with the Buyers.
16.1. Any waiver of the rights or entitlements of the parties which are inherent to the purchase, must be made in writing. The fact of not requiring strict fulfilment of any contractual obligation on one or more occasions may not in any case be considered by the Buyer to be a waiver of that right, nor shall it deprive that party of the right to require the strict fulfilment of any contractual obligation/s in the future.
17.1. These GCS, together with the Special Conditions and the order form, constitute the entire agreement between the Parties in respect of the items in question and it updates and replaces any other prior agreement that may have existed between PASABAN and the Buyer.
18.1. The declaration of nullity or invalidity of any Clause of these GCS for legal reasons will not affect the validity or efficiency of the other Clauses that are not affected by such nullity or invalidity.
19.1. PASABAN may assign its rights and obligations arising from the purchase of Products and from these GCS to other companies of its group.
20.1. The legal relationships deriving from these GCS, and any disputes or differences arising between PASABAN and the Buyer, shall be governed by Spanish legislation.