1 SCOPE OF APPLICATION
1.1. These conditions of sale are subject to Spanish Law and in particular to Law 7/1998 of April 13, General Conditions of Contract and other mandatory regulations, and will be applicable to all sales transactions between OKTICS ATZ SL and its clients.
1.2. The purchase and sale transactions between OKTICS ATZ SL (hereinafter: OKTICS) and its customers are governed exclusively by these General Conditions of Sale, as well as by the provisions of the current price list for customers, agents or distributors of the products OKO Business.
1.3. Acceptance by the buyer of those deliveries that are made by OKTICS under the present General Conditions of Sale, once he has been informed about their existence and received a copy, will imply his acceptance of them. The modification of any of these Conditions will only be valid when it has been collected in writing and signed by the legal representatives of both parties.
2 SUPPLIES AND BENEFITS
2.1 The offers of OKTICS will not be binding, unless the offer is signed by two authorized legal representatives of OKTICS for the purposes of the provisions of Art. 1,262 of the Civil Code. The buyer’s orders, without prejudice to what is established in the previous clause, will be understood in any case, subject to these General Conditions of Sale and subject to acceptance by OKTICS, who will confirm said acceptance to the buyer in writing.
2.2 OKTICS expressly reserves the right to make partial supplies and to invoice them, unless otherwise indicated, made in writing by the buyer.
2.3 The stipulated delivery period will be considered fulfilled, if the product has been delivered to the Carrier within the agreed period.
2.4 The delivery of any of the products for sale, under the protection of these General Conditions of Sale, is subject to the availability plan of OKTICS. It will use its most reasonable efforts in order to make deliveries on the scheduled, offered or confirmed date. However, it will not incur any responsibility for failure to comply with the delivery schedule, as long as it is due to causes beyond OKTICS.
2.5 The prices agreed between the Buyer and OKTICS are conditioned to the fact that, until the delivery date, there are no changes in the Foreign Trade regime or parity of the euro with the currency of origin, and this is so exceptional that the maintenance of the referred prices would be a great detriment to OKTICS.
3 CANCELLATION OR POSTPONEMENT OF DELIVERY DEADLINES
3.1 If the customer cancels all or part of confirmed orders or if he agrees with OKTICS to postpone the delivery period for the goods ready for delivery, OKTICS may demand payment for one.
3.2 The postponement of the delivery period must be confirmed in writing.
3.3 Once the merchandise has been delivered to the carrier, any type of cancellation or postponement will no longer be accepted.
4 CLAUSE ON TRANSFER OF OWNERSHIP AND TRANSFER OF RISK
4.1. Without prejudice to what is established in the INCOTERMS to which the parties may be subject or any other applicable commercial regulations; the transfer of risk on the goods ordered will occur by agreement between the parties at the time they physically leave the OKTICS warehouse. Exceptions from the provisions above are those cases in which the parties agree to postpone the physical delivery of the merchandise, with OKTICS in possession of the merchandise as depositary.
In all cases, OKTICS will be responsible for the transport and insurance costs of the goods until they are made available to the buyer at the agreed place. Likewise, OKTICS will assume the risks of loss or damage to the merchandise until it is placed in the possession and possession of the buyer by the carrier at the agreed place.
4.2 However, the foregoing, in the event of non-payment by the customer of an invoice on the due date, whatever the cause, OKTICS will be empowered to recover the goods described in said unpaid invoice. The aforementioned power will only be valid and effective against the customer if OKTICS reliably communicates its irrevocable decision to exercise it and the term granted to the customer to return possession of the goods within three months after the expiration of the unpaid invoice. delivered and not paid in the place designated by OKTICS and in the same state in which they were received, the customer being responsible for the transportation and insurance costs.
4.3 In the event that OKTICS has exercised the faculty of recovery mentioned in the previous section but the client has previously sold the goods delivered and not paid for or does not respond to the reliable communication for any reason, OKTICS will have the right to receive the equivalent from the client. the unpaid amount in cash or in kind, or a mixture of both, in any case at OKTICS ‘choice and at the customer’s expense.
4.4 Those products supplied for evaluation or presentation purposes will remain the property of OKTICS, the customer being obliged to insure such products against the risk of loss or damage, and to return them to OKTICS within 30 days, all shipping costs being borne by him. the client’s.
4.5 Upon receipt of the merchandise by the buyer, the buyer must check that the merchandise actually delivered is compliant and not defective. If after eight days from the receipt of the merchandise, the buyer does not notify OKTICS in writing of a claim for defects, it will be considered as compliant for all purposes, without any liability being demanded and in no case if any of the causes for exoneration of the seller provided for in article 6 of Law 22/1994 of July 6 on civil liability for defective products.
5.1 All communications must be sent in writing by mail, or by email. In the latter cases, the offer and acceptance will only take effect, as long as OKTICS knows the acceptance or receives written confirmation of it, as provided by A. 1,262 CC.
5.2 In the case of orders accepted verbally, at the express wish of the client, OKTICS will not assume any responsibility for any possible shipping error, except in those cases in which the order is communicated by the client to OKTICS by means of email confirming the order and knowledge of these general conditions.
6 PRICES AND PAYMENT CONDITIONS
6.1 Prices are listed in the price list in the OKO Business catalog, valid at all times. These prices DO NOT include the following items: VAT, other legal taxes, packaging, or possible interest for deferral of payment. The order must include the price. Otherwise, OKTICS will apply the current price at that time in the central computer and will understand that the customer agrees with this price.
6.2 The date of the invoice is the date of departure of the merchandise from the OKTICS warehouse.
6.3 The amounts of the invoices are payable by direct debit, transfer or prepayment. In the event of non-payment by the buyer on the due date, the buyer will indemnify OKTICS with late payment interest and bank charges included. Default interest will be calculated in accordance with the provisions of Law 3/2004, of December 29, which establishes measures to combat late payment in commercial operations.
6.4 Against eventual clauses of the buyer that stipulate otherwise, OKTICS will have the right to impute the payments received, first to offset existing debts of the client and if expenses and late payment interest have already occurred, then OKTICS will be able to offset with the payments received, expenses first, then interest, and finally principal.
6.5 Compensation or making effective a right of retention for claims of the opposite party, not accepted by OKTICS, is excluded.
7.1 OKTICS guarantees that the products are free from defects. Included in the definition of a defect for these purposes is the lack of characteristics and specifications indicated by the manufacturer. The products are manufactured with the necessary care and quality. Both parties agree that, given the current state of the Technology, it is not possible to eliminate bugs in the software for all conditions of use.
7.2 The technical data and characteristics contained in the descriptions of the products do not constitute an explicit guarantee, if they have not been confirmed in writing by OKTICS.
7.3 In accordance with Royal Legislative Decree 1/2007, all OKTICS products have, at least, a 2-year legal guarantee against non-conformity of the product. OKTICS directly assumes, except in those cases in which improper or excessive use or handling is demonstrated, the correction of the lack of conformity of all its products during the 1st Year (commercial guarantee). From that moment on, the user must demonstrate that said lack of conformity existed at the time of delivery of the good.
7.4 If, during the warranty period, OKTICS receives notification of such defects, you may choose to repair or replace the product. Replaced parts will become the property of OKTICS. If OKTICS does not correct the defects within a reasonable period of time, the customer will have the right to return the merchandise, or to demand an appropriate reduction in the purchase price. In any case, the customer must prove with the purchase invoice the existence of the guarantee right.
7.5 In the event of repair within the warranty period, OKTICS will bear the repair costs. All other costs related to the repair, as well as secondary costs arising from the shipment of the loose part, will be borne by the customer.
7.6 The warranty will have no effect, if the product has been subjected, by the buyer or third parties, to installation, maintenance, repair or improper use, or if it has been exposed to environmental conditions that do not correspond to the installation requirements, Unless the client demonstrates that the claimed defect is not caused by said circumstance. Nor will the guarantee take effect if the trademarks and technical marks have been modified or eliminated.
7.7 For the return, the customer must observe the service and claim conditions, printed in the current price list. If from the verification of the claim by default it turns out that the guarantee assumption is not given, the costs of the verification and the repair will be invoiced to the buyer, according to the service price rate in force at that time.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 OKTICS is not responsible for the eventual violation of commercial protection rights or intellectual property rights of third parties, which may be incurred by the marketed products. The buyer must immediately inform OKTICS of the commission of any infringement for this reason of which they become aware.
Within the framework of these conditions of sale, OKTICS will not be responsible for any loss of profits or consequential damages, direct or indirect, that may be caused to the buyer and its maximum liability will be limited to the value of the merchandise purchased.
10 IMPORT AND EXPORT AUTHORIZATIONS
10.1 The delivery of products is subject to obtaining the corresponding authorizations from the administrative authorities of the country of origin.
10.2. The client will be responsible to OKTICS for the correct compliance with the regulations of the Spanish legislation or of the countries of delivery.
10.3 The client will refrain from doing or not doing anything that, apparently reasonable by OKTICS ATZ SL, may cause it to infringe or violate applicable laws on export control and sanctioning laws and regulations, and will ensure, indemnify and hold harmless to OKTICS ATZ SL for any claim, damages, liability, costs, fees and expenses that OKTICS ATZ SL may incur as a result of non-compliance or omission in compliance by (THE CLIENT), of such laws and regulations.
11 JURISDICTION AND GENERAL CONDITIONS
11.1 The buyer may not assign, transfer or transmit the rights, responsibilities and obligations contracted under this contract, except with the prior, express and written consent of OKTICS ATZ.
11.2 If any stipulation or stipulations of this contract are considered null, illegal or impossible to fulfill, the validity, legality and fulfillment of the rest will not be affected in any way, nor will they be modified for said reason.
11.3 By expressly waiving the Jurisdictional Jurisdiction that may correspond to them, the parties resort to that of the Courts and Tribunals of Barcelona for any litigious issues that affect the interpretation and application of the terms of these conditions.
12 CONDITIONS RELATING TO THE SOFTWARE
With respect to the software products supplied in accordance with these General Conditions of Sale, it is understood and agreed that the term «PURCHASE» or similar terms must be interpreted as «License Grant» and that «Buyer» or similar or similar terms must be construed as «Licensee». The ownership of the materials subject to license corresponds to the manufacturer, consequently, the sale of software is subject to the following conditions.
12.1 The buyer is granted the right of use, and disassembling or decompiling the products is prohibited.
12.2 A copy of the software may only be made if it is for security and archival reasons, the number of copies being limited to those which, for such reasons, are essential. The copies made retain the same rights relative to the Copyright of the original products.
12.3 The buyer does not acquire ownership of the software, but rather over the physical medium on which said software is magnetically recorded.
12.4 The buyer is not authorized to sub-license or sell copies or adaptations of the software to third parties, without the express authorization of the manufacturer.
13 TRAINING SERVICES
With respect to the OKTICS software products supplied in accordance with these General Conditions of Sale, it is understood and agreed that the term «PURCHASE» or similar terms must be interpreted as «License Grant» and that «Payment of training services It must be carried out in its entirety within a maximum period of 7 days from the beginning of the provision of the corresponding services.
Registrations to follow a course will only be accepted when the client has provided the company with a valid purchase order number.
OKTICS reserves the right to provide the Training Services in a place or places other than the Company’s premises and training personnel of its choice will be provided.
OKTICS may refuse or reduce training services if the delegate or alternate delegate attending on behalf of the client does not meet the requirements of the course notified by OKTICS to the client prior to the start of the course.
If you have questions about the OKO Business Terms and Conditions or the Contracts, please contact OKO Business Customer Service via email firstname.lastname@example.org
Thank you for reading our Terms and Conditions.
OKTICS ATZ SL
C / Gran Capitán SN Building C1, Campus Nord UPC 08034, Barcelona