General Terms & Conditions of sale
of QUALICAPS EUROPE S.A.U.

GENERAL TERMS AND CONDITIONS OF SALE

 

  1. DEFINITION

    1.1.‘Qualicaps Europe’ means Qualicaps Europe. S.A.U. or its affiliates.

    1.2.‘Buyer’ means the person, firm or company placing an order with Qualicaps Europe.

    1.3.“Contract” means the contract formed following the acceptance of Qualicaps Europe acceptance of the Buyer's order under the Conditions.

    1.4.“Conditions” means the general terms and conditions in this document.

    1.5.'Goods‘ means all goods, products, articles, materials and items sold by Qualicaps Europe to the Buyer under the Contract.

    1.6.‘Price’ means the price as shown in Qualicaps Europe most recent price list or the price agreed in writing from time to time between the parties.

     

  2. ORDERING AND SUPPLY OF GOODS

    2.1.Any Contract for the Goods between the Buyer and Qualicaps Europe shall be subject to the Conditions and, unless expressly agreed in writing by Qualicaps Europe and the Buyer, to no other terms or conditions. For anything not regulated herein the general provisions of law shall apply. As an exception to the foregoing, in the event that Qualicaps Europe and the Buyer have entered into a negotiated agreement that regulates the sale or supply of Goods during the period established therein, then such negotiated contract shall prevail for any controversies that may exist between these Conditions and such contract.

    2.2.Any general terms and conditions printed on the Buyer’s purchase order or other related documents shall not form part of any contract with Qualicaps Europe unless such terms and conditions are expressly accepted in writing and signed by Qualicaps Europe and provided always that they are not contrary to these Conditions.

    2.3.Qualicaps Europe intends to use all reasonable effort to supply the Buyer’s requirements for the Goods, but is not obligated to accept any order and, therefore, it shall have no commitment to supply Goods until it has expressly accepted the Buyer’s orders in writing.

     

  3. DELIVERY AND RISK

    3.1.Delivery of the Goods is deemed to take place:

    3.2.For deliveries within the European Union, delivery takes place when the Goods are transported by Qualicaps Europe or its carrier to the Buyer’s premises or to a location specified in the accepted order.

    3.3.For deliveries outside of the European Union, delivery takes place when the Goods are received at Qualicaps Europe’s premises by the Buyer or its agent or carrier.

    3.4.The title to the Goods will pass to the Buyer when they are fully paid.

    3.5.The risk of loss or damage to the Goods will pass to the Buyer following applied INCOTERMS as specified in Condition 5.2 below.

    3.6.Delivery dates are not of the essence. Qualicaps Europe shall not be liable for any expenses, costs, or other direct or indirect loss or damage howsoever caused resulting from delays in delivery.

    3.7.Qualicaps Europe may make partial deliveries or deliveries by instalment, and invoice for such deliveries unless otherwise agreed to in writing; failure to accept or pay for such deliveries when due may be treated by Qualicaps Europe as a repudiation of the Contract by the Buyer, that is, that Qualicaps Europe shall understand such act as a statement of the Buyer of being unwilling or unable to perform its obligations under this Contract, which will entitle Qualicaps Europe to terminate the Contract and to claim the corresponding compensation for the damages caused by the breach.

    3.8.No claim for short or non-delivery of the Goods may be made unless notified to Qualicaps Europe (and when transportation has been executed by a carrier other than Qualicaps Europe, to the respective carrier) in writing within five working days from the date of delivery or, in case of non-delivery, the date of the invoice.

    3.9.Qualicaps Europe will do its best efforts to deliver and invoice the volumes requested by the Buyer, provided that Buyer’s order complies with the minimum order quantity (and its multiples) as stated by Qualicaps Europe, and accepted by Qualicaps. However, Qualicaps may, from time to time, deliver and invoice quantities under/ over the original order to fill a carton in any one size without prior notification, if in line with the minimum order quantity (and its multiples).

     

  4. WARRANTY AND LIABILITY

    Qualicaps Europe warrants that the Products comply with the applicable specification at the time of manufacturing. The warranty period is 12 months (unless prescribed otherwise on the applicable mandatory legislation for each transaction on this matter), starting from the date of delivery.

    If the Products do not comply with the specification, as confirmed by Qualicaps Europe, then Qualicaps Europe shall remove any defects of the Products free of charge at Qualicaps Europe's sole discretion by way of repair or exchange of the affected Products. This shall constitute the sole remedy for the warranty breach, unless prescribed otherwise on the applicable mandatory legislation for each transaction on this matter.

    Qualicaps Europe expressly excludes any liability whether arising from negligence or otherwise in regard to the supply or use of the Goods, unless the Buyer has given Qualicaps Europe notice of any such claim within five working days of the date on which the Buyer became (or ought to have become) aware of the event giving rise to the claim, not to exceed the period of twelve months after the delivery of the Goods.

    Qualicaps Europe’s responsibility is limited to the invoiced value of the defective Goods. Qualicaps Europe is not responsible for any damage produced to the active ingredients with which the Buyer fills Qualicaps Europe’s Goods.

    Qualicaps Europe’s maximum liability under the Contract will not exceed the value of the defective Goods. This limitation shall not apply in cases of Qualicaps Europe’s intentional misconduct (dolo).

     

  5. PRICES AND PAYMENT

    5.1.Subject to the Conditions and the availability of the Goods, Goods will be supplied to the Buyer at the Price.

    5.2.Prices quoted shall exclude demurrage, warehousing and other charges for delay in shipment of the Goods. Unless otherwise stated by Qualicaps Europe in writing, prices are DAP, which include packing, transportation and handling within Europe, but exclude all value added tax, duties, taxes and other charges that shall be the responsibility of the Buyer. For deliveries outside of European Union, the applicable incoterm is FOB Qualicaps Europe’s premises, unless otherwise agreed by Qualicaps Europe in writing.

    5.3.Payment for Goods is due 30 days after the date of the invoice, unless otherwise agreed by Qualicaps Europe in writing.

    5.4.If any payment is not made when due, Qualicaps Europe may take an action to protect its rights, including suspending further deliveries, or any Contract with the Buyer and terminate the Contract in whole or in part without prejudice to its other rights and without incurring liability to the Buyer.

    5.5.Qualicaps Europe shall, without prejudice to its other rights, be permitted to terminate a Contract or any part of it if the Buyer is put into insolvency proceedings, whether voluntarily or compulsorily, suffers any distress or execution to be levied in its Goods, or if it makes any arrangement with its creditors or enters into liquidation, whether compulsory or voluntary, except for the purpose of merger or reorganization or having a receiver appointed over any of its property or assets, or if the Buyer, being an individual, commits an act of bankruptcy or has a receiving order made against him.

    All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding.

     

  6. FORCE MAJEURE

    Qualicaps Europe shall not be liable for the delay in performance or non-performance of any of its obligations under the Contract in case of events and circumstances of force majeure, that is, events that are beyond Qualicaps Europe’s control, in particular and without limitation, natural disasters (including as such any diseases, epidemics or pandemics), earthquakes, fires, exceptionally severe weather conditions, national or regional strikes, riots, civil commotions, disorders, acts of terrorism, hostilities, war, etc., that may occur at a national, regional or local level which impedes and/or entails an unavoidable hardship in the fulfilment of the terms and conditions set forth in this Contract.

     

  7. GENERAL

    7.1.Buyer undertakes to keep all information received from Qualicaps Europe as confidential and to treat it as confidential information.

    7.2.No amendment or addition to Conditions shall be effective unless in writing and signed by a duty authorised officer of Qualicaps Europe. The Buyer shall not, without the written consent of Qualicaps Europe, assign or transfer any Contract or any part of a Contract made between Qualicaps Europe and the Buyer to any other person.

    7.3.The Conditions and the Contracts shall be governed by and constructed in accordance with Spanish Law. Further, for any discrepancy that might arise in the assessment or interpretation of these Conditions and/or the Contracts and/or any other matter related to any Goods serves by Qualicaps Europe to the Buyer pursuant to these Conditions or otherwise, the parties, waiving their corresponding legal jurisdiction, expressly agree to subject to the Courts and Tribunals of Madrid (capital), Spain, EU.

    7.4.According to the regulations in force about personal data security, Qualicaps Europe duly communicates to Buyer that the information facilitated to Qualicaps Europe will be part of its automated files, with the purpose to inform Qualicaps Europe of data related with Buyer’s estimated orders.

    7.5.Buyer has the right to access this information, to rectify it in case it is wrong and to cancel it. For this purpose, Buyer shall communicate it to Qualicaps Europe in writing, clearly indicating the person’s first name, family name(s) and address. Qualicaps Europe guarantees the adoption of the measures assuring the confidential treatment of the mentioned data.

    7.6.Qualicaps Europe is entitled to terminate any Contract if the Buyer commits a material breach to the Contract and it fails to remedy within 30 days from the notification of breach.

    7.7.This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    7.8.No failure or delay by Qualicaps Europe to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    7.9.The party responsible for the treatment of packaging residue for its correct waste management is the final owner of the Goods.

    Both parties shall comply with all applicable laws, regulations and their own applicable compliance/policy terms.

 

8. INFORMATION CLAUSE

8.1.In compliance with the provisions of personal data protection regulations, the data controller of the personal data provided in this contract in relation to the legal representatives and interlocutors of the parties (hereinafter referred to as interested parties) and those generated as a result of its execution is Qualicaps Europe. S.A.U, with Tax Id number ES-A80412836.

8.2.The purposes of the data processing are (I) to carry out the management, development, compliance and control of the contractual relationship; (ii) the sending of any type of postal or electronic correspondence related to the aforementioned relationship, including commercial communications on products or services similar to those contracted; (iii) inclusion of the data in the corporate, departmental and employee contact agendas that require it; (iv) the economic, accounting, tax and billing management arising from the legal relationship.

8.3.The basis for processing the data corresponds to the execution of this Contract and it is necessary to supply this data, otherwise it would not be possible to manage the contractual relationship, as well as the sending of internal commercial communications, which is based on our legitimate interest in increasing our business activity and turnover.

8.4.The personal data will be kept for the duration of the contract, as long as the deletion of your data is not requested, during the period of limitation of actions that may arise in relation to this contract; as well as for any claim that we may receive from official authorities. In any case, the maximum period of conservation of the data for its active processing will be 6 years from the moment of the termination of the contract, after which the data will be opportunely blocked or deleted, according to the provisions of the Personal Data regulations.

Regarding the sending of commercial communications, they will be kept with the aim of being able to send commercial communications, until you revoke your consent, and for a maximum period of 6 years, without prejudice to the interposition of any of the corresponding rights you may exercise.

8.5.The personal data will be communicated to the following third parties (i) Judges and Courts, in compliance with requirements, legal obligations or within the framework of a judicial procedure; (ii) banking entities, for the management of collections and payments; (iii) the Tax Office, for the fulfilment of tax obligations; (iv) financial auditors for the fulfilment of financial obligations and (v) any other third parties to whom, by virtue of the current regulations applicable in each case, it is necessary to carry out the transfer, such as competent administrative bodies for control, registration and inspection purposes.

8.6.International transfers: The personal data subject to this contract may be communicated to Mitsubishi Chemical Holdings Corporation, Qualicaps Co, LTD located in Japan and Qualicaps, Inc. located in the USA, for compliance with reporting obligations and the Group’s regulatory compliance policies. The communication of this data is an international transfer based on signing standard clauses by those responsible.

8.7.The Data Controller uses “Business on-line services” by Microsoft Corporation with tools such as Office 365, the use of which constitutes an international transfer of data authorized by the Spanish Data Protection Agency.

8.8.The interested parties can exercise their rights to access, correct, delete, portability and limitation or opposition by contacting the addresses of each of the parties in writing. Finally, according to the terms established in the current legislation, the interested parties can revoke the consents you have given us at any time. In addition, if you consider that your data have not been processed in accordance with current regulations, you can submit a complaint to the Spanish Data Protection Agency, through: https://sedeagpd.gob.es/sede-electronicaweb/vistas/sede/catalogoProcedimientos.jsf