1 SCOPE OF APPLICATION
1.1. These conditions of sale are subject to Spanish Law and in particular Law 7/1998 of April 13, 1998 on General Conditions of Contracting and other mandatory rules, and shall apply to all sales transactions between OKTICS ATZ SL and its customers.
1.2. The purchase and sale transactions between OKTICS ATZ S.L. (hereinafter referred to as OKTICS) and its customers are exclusively governed by these General Terms and Conditions of Sale, as well as by the provisions of the current price list for customers, agents or distributors of OKO Business products.
1.3. The acceptance by the buyer of those deliveries that are made by OKTICS under these General Conditions of Sale, once it has been informed of their existence and received a copy, implies acceptance of them. The modification of any of these Conditions shall only be valid when it has been made in writing and signed by the legal representatives of both parties.
2 SUPPLIES AND SERVICES
2.1 The offers of OKTICS shall not be binding unless the offer is signed by two authorized legal representatives of OKTICS within the meaning of Art. 1.262 of the Civil Code. The buyer’s orders, without prejudice to the provisions of the preceding clause, shall be understood in any case, subject to these General Conditions of Sale and subject to acceptance by OKTICS, who will confirm such acceptance to the buyer in writing.
2.2 OKTICS expressly reserves the right to make partial deliveries and to invoice partial deliveries, unless otherwise specified in writing by the purchaser.
2.3 The stipulated delivery time shall be deemed to have been met if the product has been delivered to the Carrier within the agreed period.
2.4 The delivery of any of the products object of sale, under these General Conditions of Sale, is subject to the availability plan of OKTICS. The latter shall make its most reasonable efforts to deliver on the date foreseen, offered or confirmed. However, OKTICS shall not be liable for any failure to meet the delivery schedule, provided that such failure is due to causes beyond OKTICS’ control.
2.5 The prices agreed between the Buyer and OKTICS are subject to the condition that, until the date of delivery, there are no changes in the Foreign Trade regime or parity of the Euro with the currency of origin, and this would be so exceptional that the maintenance of the referred prices would be highly detrimental to OKTICS.
3 CANCELLATION OR POSTPONEMENT OF DELIVERY TERMS
3.1 If the customer cancels confirmed orders in whole or in part or if he agrees with OKTICS to postpone the delivery time, OKTICS may demand payment of a.
3.2 The postponement of the delivery period must be confirmed in writing.
3.3 Once the goods have been released to the carrier, no cancellation or postponement will be accepted.
4 TRANSFER OF OWNERSHIP AND TRANSFER OF RISK CLAUSE
4.1. Without prejudice to the provisions of the INCOTERMS to which the parties may be subject or any other applicable trade 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 to the above are those cases in which the parties agree to postpone the physical delivery of the goods, OKTICS remaining in possession of them as a depository.
In all cases, OKTICS shall bear the costs of transport and insurance of the goods until they are made available to the buyer at the agreed place. OKTICS shall also bear the risk of loss or damage to the goods until the goods are placed in the possession of the buyer by the carrier at the agreed place.
4.2 Notwithstanding the foregoing, in the event of non-payment by the Customer of an invoice on the due date, whatever the cause, OKTICS shall be entitled to recover the goods described in such unpaid invoice. The aforementioned power will only be valid and effective against the customer if OKTICS communicates in a reliable manner and within three months following the expiration of the unpaid invoice its irrevocable decision to exercise it and the period granted to the customer to return possession of the goods delivered and not paid at the place designated by OKTICS and in the same condition in which it received them, being charged to the customer the costs of transport and insurance.
4.3 In the event that OKTICS has exercised the right of recovery referred to in the preceding paragraph but the customer has previously sold the goods delivered and not paid or does not respond to the reliable communication for any reason, OKTICS shall be entitled to receive from the customer the equivalent of the unpaid amount in cash or in kind, or a mixture of both, in any case at the option of OKTICS and at the expense of the customer.
4.4 Products supplied for evaluation or presentation purposes shall remain the property of OKTICS, and the customer shall be 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 the customer.
4.5 Upon receipt of the goods by the Buyer, the Buyer shall check that the goods actually delivered are in conformity and not defective. If after eight days from receipt of the goods, the buyer does not communicate in writing to OKTICS claim for defects, it shall be deemed to all intents and purposes compliant, without being held liable and in any case if any of the grounds for exoneration of the seller provided for in Article 6 of Law 22/1994 of July 6, 1994 on civil liability for defective products.
5.1 All communications shall be sent in writing by mail or by e-mail. In the latter cases, the offer and acceptance shall only become effective when OKTICS is aware of the acceptance or receives written confirmation of the same as provided for in A. 1.262 CC.
5.2 In case of orders accepted verbally, at the express wish of the customer, OKTICS assumes no responsibility for any possible shipping error, except in those cases where the order is communicated by the customer to OKTICS by e-mail confirming the order and knowledge of these general conditions.
6 PRICES AND PAYMENT TERMS
6.1 The prices are set out in the price list in the OKO Business catalog, valid from time to time. These prices do NOT include the following items: VAT, other legal taxes, packaging, nor possible interests for deferment of payment. The order must include the price. Otherwise, OKTICS will apply the price in effect at that time on the host computer and will assume that the customer agrees to this price.
6.2 The invoice date is the date on which the goods leave OKTICS’ warehouse.
6.3 Invoice amounts are payable by direct debit, transfer or prepayment. In the event of default of payment on the due date by the purchaser, the purchaser shall indemnify OKTICS with interest for late payment including bank charges. Interest on late payment shall be calculated in accordance with the provisions of Law 3/2004, of December 29, 2004, which establishes measures to combat late payment in commercial transactions.
6.4 Contrary to any clauses of the purchaser to the contrary, OKTICS shall be entitled to charge the payments received first to offset existing debts of the customer and if costs and interest on arrears have already been incurred, then OKTICS may offset against the payments received, first the costs, then the interest, and finally the principal.
6.5 Offsetting or enforcing a right of retention for claims of the opposing party, not accepted by OKTICS, is excluded.
7.1 OKTICS warrants that the products are free from defects. The definition of defect for these purposes includes 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 art, it is not possible to eliminate software bugs for all conditions of use.
7.2 The technical data and characteristics contained in the product descriptions do not constitute an explicit warranty unless they have been confirmed in writing by OKTICS.
7.3 According to the Royal Legislative Decree 1/2007, all OKTICS products have, at least, 2 years of legal guarantee against non-conformity of the product. OKTICS assumes directly, except in cases of proven improper or excessive use or handling, the correction of non-conformities of all its products during the 1st year (commercial warranty). Thereafter, the user must prove that such lack of conformity existed at the time of delivery of the good.
7.4 If OKTICS receives notice of such defects during the warranty period, OKTICS may either repair or replace the product. Replaced parts will become the property of OKTICS. If OKTICS does not remedy the defects within a reasonable period of time, the customer shall be entitled to return the goods, or to demand an appropriate reduction of the purchase price. In any case, the customer must prove the existence of the warranty claim with the purchase invoice.
7.5 In case of repair during the warranty period, OKTICS shall bear the repair costs. All other costs related to the repair, as well as ancillary costs arising from the shipment of the loose part, shall be borne by the customer.
7.6 The warranty shall have no effect, if the product has been subjected, by the purchaser or third parties, to improper installation, maintenance, repair or use, or if it has been exposed to environmental conditions, which do not correspond to the installation requirements, unless the customer proves that the claimed defect is not caused by such circumstance. Nor will the warranty be effective if the technical marks and markings have been modified or removed.
7.7 For the return, the customer shall observe the service and complaint conditions printed in the current price list. If the verification of the defect claim shows that the warranty case does not exist, the costs of the verification and repair will be invoiced to the purchaser, according to the price list of services in force at that time.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 OKTICS shall not be liable for any infringement of commercial protection rights or intellectual property rights of third parties, which may be incurred by the products marketed. The purchaser shall immediately inform OKTICS of the commission of any such infringement of which it becomes aware.
Under these conditions of sale OKTICS shall not be liable for any loss of profit or consequential damages, direct or indirect, which may be caused to the buyer and its maximum liability shall be limited to the value of the goods 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 customer 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 customer will refrain from doing or not doing anything that, in the reasonable opinion of OKTICS ATZ SL, may cause it to violate or violate applicable laws on export control and sanctioning laws and regulations, and shall ensure, indemnify and hold harmless OKTICS ATZ SL for any claims, damages, liability, costs, fees and expenses that OKTICS ATZ SL may incur as a result of non-compliance or failure to comply by (THE CUSTOMER), of such laws and regulations.
11 COMPETENCE AND GENERAL CONDITIONS
11.1 Buyer may not assign, transfer or convey its rights, liabilities and obligations under this agreement without the prior express written consent of OKTICS ATZ.
11.2 If any provision or provisions of this contract shall be deemed void, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or modified thereby.
11.3 With express waiver of the Jurisdictional Jurisdiction that may correspond to them, the parties accept the jurisdiction of the Courts and Tribunals of Barcelona for any litigious matters that may affect the interpretation and application of the terms of these conditions.
12 SOFTWARE-RELATED CONDITIONS
With respect to software products supplied pursuant to these General Conditions of Sale, it is understood and agreed that the term “PURCHASE” or similar terms shall be construed to mean “Licensee” and that “Purchaser” or similar or analogous terms shall be construed to mean “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 purchaser is granted the right of use and is prohibited from disassembling or decompiling the products.
12.2 The software may only be copied for security and archiving reasons, and the number of copies shall be limited to those that, for such reasons, are indispensable. Copies made retain the same copyright rights as the original products.
12.3 The purchaser does not acquire title to the software, but only to the physical medium on which such software is magnetically recorded.
12.4 The purchaser 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 OKTICS software products supplied pursuant to these General Conditions of Sale, it is understood and agreed that the term “PURCHASE” or similar terms shall be construed as “License Grant” and that “Payment for training services shall be due in full no later than 7 days from the commencement of the provision of the relevant services.
Registrations to follow a course will only be accepted when the customer has provided the company with a valid purchase order number.
OKTICS reserves the right to provide the Training Services at a location or locations other than the Company’s premises and will provide training personnel of its choice.
OKTICS may refuse or reduce training services if the delegate or alternate delegate attending on behalf of the customer does not meet the training requirements as notified by OKTICS to the customer prior to the start of the training.
14 CONTACT US
If you have any questions about the OKO Business Terms and Conditions or the Contracts, please contact OKO Business Customer Service at firstname.lastname@example.org.
Thank you for reading our Terms and Conditions.
OKTICS ATZ SL
C/Gran Capitán SN Edificio C1, Campus Nord UPC 08034, Barcelona