> General Sales Terms

1. General provisions

1.1. The contractual relationships, orders and supplies between Voronet and the Buyer, regardless of the way in which they are made, will be governed, during their validity, by these general sales conditions, also published in the section "General Sales Terms of our website https://www.voronet.org.

1.2. Voronet may, from time to time, modify and update these general conditions, in which case Voronet will inform Buyer in writing that the new Conditions will be published on the website https://www.voronet.org.

1.3. In case of discrepancy between the general conditions set forth herein and the specific conditions of sale agreed between the parties, the specific conditions shall prevail.

1.4. These general conditions are applicable, indistinctly, to national and international sales that we can make of any of our products.

1.5. All aspects related to the supply of products that are not expressly or implicitly included in these general conditions or in the specific conditions agreed between the contracting parties, will be governed by Spanish laws and, only for international sales, by the Vienna Convention of 1980 on contracts for the international sale of goods.

 

2. Orders

2.1. Buyer's orders must be placed in writing

2.2. Orders are only valid if accepted by Voronet.

2.3. Voronet reserves the right, in any case, to reject any order or to accept it partially.

2.4. Voronet will communicate in writing its decision to accept, totally or partially, or refuse an order within 4 (four) days from its reception. The refusal must be made in writing within such period. If there is no written response from Voronet within that period, the order will be considered tacitly accepted.

2.5. The Buyer may withdraw any order within a period of 4 (four) business days from the date when he becomes aware of the order confirmation by Voronet, or from the date he could have reasonably had it. After such term, the contract is understood as perfected and the Buyer cannot rescind it.

2.6. The Minimum order value is of three hundred Euros (€ 300, -). Voronet may accept orders below such amount but would be entitled to charge a surcharge of fifty Euro (€50, -).

2.7. The quantity and description of the products are those that are detailed in the order accepted by Voronet. However, Voronet may make changes to them, provided that these changes do not affect materially or substantially their quality or performance and are reasonable for the Buyer.

 

3. Prices and payment terms

3.1. The price of the products and the binding payment terms are those indicated in the order confirmation by Voronet. Any other reference to prices is understood to be indicative and may be subject to modifications.

3.2. The relevant taxes will be applied to the price indicated in the order confirmations.

3.3. In domestic sales, the prices indicated in the order confirmation are understood, unless otherwise agreed in writing, ex works (Ex Works INCOTERM in force), and the relevant taxes will be applied to them. For international sales, the indicated prices are understood, unless otherwise agreed in writing, as FCA-Cerdanyola.

3.4. Payment, unless otherwise agreed in writing, will be made by transfer of the agreed amount to the bank account indicated by Voronet in the order confirmation.

3.5. The payment is to be considered made when the amount becomes effective in Voronet’s bank account, at which time the merchandise will be delivered in accordance with the provisions of clause 4.

3.6. In case of advance payment without further specifications, it is presumed that the advance payment refers to the total amount including taxes. Except otherwise agreed, the advance payment is understood to be deposited in the bank account of Voronet at any time prior to the term (lead time) indicated in the order confirmation.

3.7. Whenever the Buyer is required to guarantee a payment, he must make available to Voronet, within 30 calendar days prior to the lead time indicated in the order confirmation, an irrevocable joint and several guarantee of indefinite duration and payable on first demand issued by a credit institution. or reciprocal guarantee society or by any other means that guarantees the immediate availability of the amount in question.

3.8. Unless otherwise agreed, the interest, bank charges and any other expense arising from payment shall be borne by the Buyer.

3.9. Any delay and / or irregularity related to payment gives Voronet the right to:

  • Suspend the supply underway, both the unpaid order and any other confirmed order in favor of the same Purchaser.

  • Modify the payment terms for the following supplies, including requesting payment in advance or delivery of further guarantees.

  • To demand, from the expiration date foreseen for the payment and without it being necessary to formally declare the default, the payment of the default interest on the amount owed, calculated according to the Spanish law 3/2004, of December 29, on measures to fight against default in commercial operations, without prejudice in any case to the possibility for Voronet to request compensation for damages.

3.10. In the event that Voronet partially delivers the order, the Buyer will be obliged to pay the corresponding part that has been delivered, provided that this partial delivery is reasonable and does not affect the nature of the order.

3.11. VAT is not included in the prices.

 

4. Tooling

4.1. Voronet is exclusively responsible for the design work, the choice of materials and other technical specifications necessary for the creation and manufacture of the necessary tools to manufacture the products or parts that make up the Customer's order.

It will also be the responsibility of Voronet, the means of control, the measurements and how many tests are necessary to ensure that the tools comply with the necessary  requirements so that the parts that are manufactured with them conform to the geometry and specifications required by the Buyer in his order.

Any modification in the parts ordered, that the buyer requests after the design and creation phase of the tooling carried out by Voronet will suppose an extra cost that the buyer must assume, as well as an alteration of the delivery terms agreed in the offer.

Once the order has been delivered to the buyer, the tools will be stored in Voronet´s facilities and may be reused in the future for the manufacture of new parts of equal or similar characteristics for the customer. Voronet is committed to keeping the tools in good condition during their useful life.

4.2. The intellectual property rights for the design and creation of the tooling belong exclusively to Voronet.

4.3. The manufacture and sale of the parts that make up the order of the buyer do not involve the transfer of ownership of the tools that Voronet has designed, which reserves, unless otherwise agreed, ownership of them.

4.4. Voronet does not assume any responsibility with respect to possible rights of third parties regarding the specifications and geometry of the parts that the Buyer has ordered.

 

5. Delivery deadlines

5.1. In relation to clause 3.5, the delivery times, indicated in the order confirmation, should be understood as indicative and not peremptory, therefore, the delay does not constitute a reason for cancellation of the order by the Buyer or confers on the latter the right to request compensation and / or compensation.

5.2. In any case, the delay caused by force majeure (as defined in clause 11) or by acts or omissions attributable to the Buyer (among others, not providing the information necessary for the supply of the product, or not to supply the product on which Voronet must carry out the works and transformations).

5.3. To the extent that a partial delivery of the order is reasonable for the Buyer, Voronet is entitled to make a partial delivery to the Buyer. In these cases, the Buyer will be obliged to pay partially the order according to the merchandise that has been delivered to him.

5.4. Voronet reserves the right to vary the quantities of the order by up to 10% without the Buyer being entitled to any claim.

 

6. Expedition

6.1. The merchandise, unless otherwise agreed, is delivered and transported always and in any case at the risk of the Buyer who assumes and is responsible for all costs that may arise, with total indemnity for Voronet. Sales, unless otherwise agreed, are ex works (Ex Works - current INCOTERMS) for domestic sales and FCA-Cerdanyola for international sales

6.2. Unless otherwise agreed, the risks are borne by the Buyer since delivery to the first carrier, with total indemnity for Voronet.

6.3. Voronet is not obliged to provide certifications that are not expressly provided for in the contract or to request permits, authorizations or any other document necessary for the import, export or circulation of goods through the territory of a foreign state. Notwithstanding that Voronet may at its own discretion collaborate with the Buyer to obtain them.

 

7. Reservation of property

7.1 Excluding the provisions of clause 3, it is expressly agreed that the products sold remain the property of Voronet until the full payment of the price is satisfied.

7.2. The lack of full payment will automatically lead to the suspension of the delivery of the products by Voronet, without the latter waiving its rights of claim, compensation or others to which it might be entitled.

 

8. Vices and defects

8.1. Voronet declares that the products delivered to the Buyer are free of defects that prevent the use for which they were intended. In the event of a discrepancy in the criteria between Voronet and the Buyer, the technical documentation of the product will be used to determine whether the product is flawed or not.

8.2. The Buyer has the obligation to check all the merchandise now of its reception.

8.3. Any complaint regarding the packing conditions, quantity or external characteristics of the products (apparent defects) must be communicated to Voronet in writing within 4 (four) business days from receipt of the products. After said term is understood that the Buyer waives any claim or compensation for defects

8.4. Voronet will be obliged to repair any products´ hidden defects , if they make it improper for the use to which it is destined, or if they diminish in such a way its use that, had the Buyer known them, it would not have acquired it or I would have paid less price for it; but Voronet will not be responsible for the manifest defects or that were in sight, nor of those that are not, if the Buyer by reason of his trade or profession, should easily know them. Any claim regarding hidden defects must be communicated to Voronet in writing, within 30 days of receipt of the products. once said term elapsed is understood that the Buyer waives any claim or compensation for defects.

8.5. In any case, Voronet guarantees that the products correspond to the sales specifications in force at the date of its delivery. Voronet guarantees the suitability of application relative to the sales specifications. Any other use different from that indicated by Voronet is under the direct and exclusive responsibility of the Buyer.

8.6. It is understood that potential claims do not give the Buyer any right to suspend or delay payment of the products subject to the claim, nor of any other orders.

8.7. Voronet is obliged, in the case of defects, lack of quality or defects of conformity, only to supply the products that replace those that are defective, the Buyer waiving any claim under any other guarantee or liability.

8.8. The products must be used according to the indications in the technical data sheets provided by Voronet, which the Buyer declares to know and accept.

No liability may be imputed to Voronet in the event of modifications of the product by the Buyer, or of use not in accordance with the instructions provided, or not appropriate storage or transportation.

8.9. In the event that the works ordered to Voronet consist on the transformation of materials contributed by the Buyer, the following conditions will apply:

Voronet will not control the quality of the materials received from the Buyer and its responsibility will only reach the transformation process and its own works, being expressly excluded any responsibility for the materials contributed by the Buyer.

Voronet, in no case will make payments, or assume any responsibility, for concepts that do not appear on the invoice where the work or services performed are detailed.

8.10. Voronet is not responsible for any type of damage, direct or indirect, caused by possible errors of any nature in the reception of the file sent by the Buyer, except in case of fraud or gross negligence.

8.11. The liability of Voronet will be limited, in any case, to the provisions of Spanish legislation.

 

9. Return Policy

The products purchased by the Buyer from Voronet may be returned within a maximum period of 4 (four) business days from the date of receipt of the same by the Buyer, provided that the following conditions are met:

  1. The product must be in the same state in which it was delivered and must retain its original packaging and labelling.

  2. The return must be made using the same packaging with which the product was delivered, or in its absence similar format that guarantees the return in perfect conditions.

  3. The Buyer must contact the Customer Service Department of Voronet through the email notifying the product description and the reason for the return. Voronet will notify the Buyer the acceptance of the return, as well as the procedure to manage it.

In the cases of return for defective product, erroneous, or other causes attributable to Voronet the management of the return will be free of charge for the Buyer. In those other cases not attributable to Voronet, such as products that were supplied correctly but are not useful for the Buyer, the cost of the return shall be borne by the Buyer.

Products designed and manufactured following the customization requirements indicated by the Buyer and lacking the defects or defects indicated in the previous point shall not be subject to return.

 

10. Intellectual and industrial property rights

10.1. Voronet owns the intellectual property rights of, by way of example, texts, photographs and other audiovisual content, software, graphic design, logos, etc. The access that the Buyer has does not imply in any case resignation, transmission, license or total or partial assignment of those rights. Its reproduction or use is totally prohibited without the written authorization of Voronet.

10.2. The Buyer acknowledges the rights of intellectual property of Voronet and undertakes to respect them in the scope of this commercial relationship, as well as in any other commercial or professional relationships in which Voronet is not a party.

10.3. The Buyer undertakes to inform Voronet immediately of any abuse or violation of which he has knowledge, and also undertakes to offer all the necessary support in order to protect and defend the aforementioned rights.

11. Force Majeure

11.1. The parties may suspend the execution of their contractual obligations whenever said execution is impossible or reasonably burdensome for an unpredictable cause and independent of their will, such as, for example, delays in the delivery of raw materials.

11.2. The party that wishes to avail itself of this clause must communicate and prove immediately and in writing to the other party the presence and cessation of the cause of force majeure.

11.3. Whenever the suspension due to a cause of force majeure extends for more than six weeks, the parties have the right to terminate the contract, with prior written notice 10 days.

 

12. Applicable law

The parties expressly agree that this contract shall be governed and construed, in all its terms and conditions, in accordance with current Spanish legislation.

 

13. Competent forum

Any dispute that arises between the parties regarding the interpretation or execution of this contract and / or general conditions of sale, will be the exclusive competence of the courts of Barcelona.

14. Confidentiality and personal data protection

In compliance with the provisions of the current regulations on personal data protection, Voronet informs, and the Buyer agrees that: all personal data provided by the Buyer will be included in files that are the responsibility of Voronet, which will treat them confidentially and with the order to manage, process and administer the contractual relationship with the Buyer and carry out the corresponding accounting, administrative treatment as well as, in case, promote or publicize the products offered by Voronet and that may be of interest to the Buyer.

Likewise, the Buyer undertakes to process the personal data that it may know about Voronet employees, due to their mutual commercial relationships, in accordance with the obligations imposed by the personal data protection regulations.

The legitimacy to carry out these treatments is based on the contractual relationship in the first place and, where appropriate, the legitimate interest of Voronet to carry out commercial or loyalty campaigns with its clients.

For the exercise of the rights conferred by current legislation, the Buyer may address by writing: C / Santa Anna 101, Nave A, Pol. Ind. La Clota, 08290, Cerdanyola del Vallès, Barcelona Spain, or by sending an email to voronet@voronet.com

 

15. Conservation

The nullity, total or partial of some of the present general conditions of sale will not suppose the nullity of the rest that will remain valid and enforceable.

These conditions will be valid as long as Voronet does not publish others on a later date.

These general terms and conditions exist in a Spanish and English language version. In case of contradiction between both versions the Spanish version shall prevail.