TERMS AND CONDITIONS OF SALE – CALZADOS NEW DRESS, S.L.
FIRST.- The sale of goods by the Seller is regulated by these Terms and Conditions of Sale.
These Terms and Conditions of Sale are considered as being accepted without reservations by the purchaser. Likewise, the application of these terms and conditions of sale will take priority over the buyer´s terms and conditions.
The Seller reserves the right to update and/or modify the content of these Terms and Conditions of Sale at any time without prior warning, so it is recommended that they are checked by the Buyer on a regular basis.
The prices shown in the catalogue do not include any taxes that need to be applied in accordance with any current legislation. Unless stated otherwise, the catalogue prices are FOB. The Seller reserves the right to implement changes in the shape, size or material of the products described in the catalogue or any advertising material, in which typographical errors or omissions excepted, will be as shown in the catalogue.
The merchandise will be billed at the price set in the current catalogue, on the date delivery is made, although the Seller has the right to modify prices at any time without prior warning.
Unless the parties specify otherwise, the prices on our Price lists, order confirmations and notifications, are not binding and are subject to review.
THIRD.- Payment method
3.1-Payment will be made in the method and on the due dates indicated on the corresponding invoice.
3.2- No charges, for whatever reason, can be discounted from bills nor can any amounts be compensated either partially or totally with credits, unless they have been previously agreed to by CALZADOS NEW DRESS, S.L.
3.3-The non-compliance of payment obligations by the Buyer or delay in of payments, will empower CALZADOS NEW DRESS, S.L. to suspend the delivery of any pending merchandise and to opt to demand the immediate payment of any outstanding debt, or terminate the contract, with the corresponding compensation for damages in both cases. Furthermore, CALZADOS NEW DRESS, S.L. will be entitled to claim for any legal costs or any other cost deriving from non-payment by the Buyer, as well as a 2% monthly interest on the outstanding debt, with the limits established by current legislation.
3.4-In the event that following the acceptance of an order, CALZADOS NEW DRESS, S.L. became aware of a significant worsening of the economic relations or solvency of the client that could pose a potential risk or doubt regarding payment, CALZADOS NEW DRESS, S.L. will be able to predetermine the conditions for delivering merchandise on the basis of advance payment or the provision of additional guarantees, apart from the contractual terms or payment method established for the order.
3.5-In any event, in the case of insolvency, or filing for insolvency proceedings or seizure of all or part of the Buyer´s assets or when there are sound reasons to believe that the Buyer is in one of these situations, CALZADOS NEW DRESS, S.L. will be able to terminate the contract without this leading to the Buyer exercising any right in his favour, entitling CALZADOS NEW DRESS, S.L. to the return of all sold products that have not been fully paid up, and where appropriate, to return any amounts paid in advance but with the right to deduct from any monies received, the amount corresponding to compensation, as a consequence of the aforementioned circumstances.
FOURTH.- Delivery of goods.
The service dates given by the Seller will be fulfilled, as far as possible, and are approximate in nature. Under no circumstances, will any delays serve as a justification for claiming damages. The Buyer accepts all responsibility and risk for the delivery.
In the event that the Buyer is responsible for collecting the merchandise and then fails to collect after committing to do so, the Seller will be entitled to store the merchandise or, after addressing the Buyer, proceed to the delivery or offsetting sale, at the expense and risk of the Buyer. In the case of successive deliveries, in which the Buyer persists in failing to collect merchandise, the Seller will be able to terminate the contract, thereby resulting in the suspension of any part of the order still outstanding.
Should the Seller experience any internal issues that lead to a stoppage, suspension or a temporary reduction in production, he will be conferred the right to extensions that are equivalent to the time these conditions last, but they cannot be raised by the parties as grounds for the cancellation of orders, except in cases of force majeure.
FIFTH.- Cancellation of purchase orders.
The Buyer has a deadline of 15 calendar days in which to cancel the order, once this has been placed, without any penalty being involved. However, any order cancellation taking place past the stipulated deadline, will incur a penalty charge corresponding 40% of the total amount of the cancelled order.
In the event of the Seller cancelling the order, the Buyer must be notified of the seller´s intention of not processing the order.
SIXTH.- Risk transfer
Unless the terms of the invoice state otherwise, risk is transferred to the Buyer once the goods have arrived at the specified destination for delivery or once the goods they are available in the Seller´s facilities for collection by or on behalf of the Seller. There is risk transfer even when the Buyer decides to delay collection.
Any possible claims against the carrier, in the event of any discrepancy being reported on arrival of the goods, either through quantity differences or tares owed to the carrier, then they:
SEVENTH.- Retention of title
The Seller reserves the right to retain full ownership of the goods sold, until full payment of the price and billed amounts have been satisfied by the Buyer.
The Buyer is obliged to notify the Seller about all measures adopted by third parties that affect the merchandise while they are still property of the Seller.
It is agreed that the Buyer will not be able to, subject to a penalty of a damages claim for excessive resistance, waive the obligation of restitution of goods at the first demand presented by the Seller in application of this retention of title.
The goods recovered will be valued and will be applied for any outstanding debt, including interest, as well as all the costs involved in the recovery of these goods, including valuation, and without prejudice to any subsequent claim for damages that could be due to the Buyer, in respect of compensation for pecuniary loss sustained by the Seller through the fact of terminating the sale due to non-payment.
Only complaints or claims received by email, registered mail, bureaufax, or any other means allowing reliable accreditation will be admitted at the following address: CALZADOS NEW DRESS, S.L. APTDO. DE CORREOS 5081, ELCHE PARQUE EMPRESARIAL 03203 ELCHE – ALICANTE or via email: firstname.lastname@example.org. The claims period will be seven days from the arrival of the goods to the destination specified by the Buyer, whenever there is any obvious discrepancy between the delivery and the order regarding quality or quantity.
After a claim is notified in a timely manner, the return of goods subject to the claim can only be carried out with the Seller´s agreement.
The Client will be able to withdraw the Order within a 7 day deadline following delivery. The Client must exercise the right of withdrawal, through the submission of a reliable notification, within 15 days of order delivery, to CALZADOS NEW DRESS, S.L. at the following email address: email@example.com or by phone: +34-96 661 31 62 as set out in the eighth clause, whereby the decision to exercise the right of withdrawal and the details which enable the Order in question to be identified, is stated.
The Seller will collect the goods at the address provided by the Buyer. The Buyer will be responsible for all costs incurred and which have arisen through the exercise of the right of withdrawal, or because of any deterioration in the goods.
To return an Order, it must be in perfect condition, in its original packaging, and be unused. All items in the returned order must be in the same state in which they were received. The Order amount corresponding to the merchandise will be returned within a 15 day deadline of its reception and when it complies with the conditions described.
The seller will include personal data provided by the Buyer through product or service orders or any other means, in a Client file, as well as other details regarding the Buyer, which have been obtained from common files on defaulting debtors and credit standing or any other legitimate means.
The Seller guarantees to adopt any measures necessary to ensure the confidential treatment of the aforementioned data, in order to avoid the alteration, loss or unauthorised access in accordance to the provisions of current legislation. The Buyer who has any data included in the Seller´s file can exercise the right at any time to access, rectify or where appropriate, cancel any personal data supplied to the Seller, by a written notification addressed to: Calzados New Dress, S.L., P.O. Box 5081 (E.P.I.) – E-032003 ELCHE – ALICANTE or via email to: firstname.lastname@example.org.
The information compiled can be used for any communication that the Seller wishes to send to the Buyer. Once the Buyer facilitates his/her email to the Seller for the first time, he/she has the possibility of declaring not wanting to be sent this kind of information. The Seller will also include in any email messages, instructions on how to unsubscribe if the Buyer later decides that he/she does not wish to receive any more emails or commercial contacts.
The Buyer expressly authorises the Company to transfer data, included in the aforementioned file, to other companies in the group, for purposes directly related to the legitimate functions for which they were requested. In the same way, the Buyer authorises the transfer of personal data to associations that offer information services on credit standing, to credit insurers appointed by the Company, as well as the inclusion, with the same treatment, of financial data obtained from entities issuing financial reports, with the aim of carrying out the appropriate management of the credit awarded to the Buyer by Calzados New Dress, S.L., P.O. Box 5081 (E.P.I.) – E-032003 ELCHE – ALICANTE
ELEVENTH.- Intellectual property.
All information contained in the catalogue, as well as product design, are protected by copyright and other protective measures as set out in the Royal Legislative Decree 1/1996, dated April 12th, which approves the Revised Text of the Spanish Intellectual Property Act. These rights belong exclusively to Calzados New Dress, S.L or its licensors. Therefore, any act of reproduction, distribution, transformation or public communication on product design, and in general of any object that, according to current legislation can be protected through intellectual property regulations, is expressly forbidden.
The sale of merchandise by the Seller does not assign in any way any license under any patent relating to the product or its composition, and the Buyer expressly accepts all risks of patent infringement based on its use or sale of production, either individually or in combination of other materials or in any manufacturing operation or process.
TWELFTH.- Governing law and jurisdiction.
This contractual relationship is governed by Spanish legislation. The parties expressly waive their right to any other jurisdiction to which they could be entitled and agree to be subject to the courts of Elche (Spain)to settle any difference or dispute arising from the validity, interpretation, fulfilment or execution of the General Terms and Conditions of Sale, as well as the acts or transactions contained herein.