Terms of Sale

Last updated: September 20, 2019

Company: NESPRA (Nespra, Sociedad Limitada), whose registered office is at 12 Juan Jose Llorca Street, Benifaió(Valencia), 46450 and CIF B98796949.

Conditions: Any contract concluded between the Company and the Client for the sale, distribution and provision of services.

Client: The person(s) or company(ies) whose order(s) for Supplies has been accepted by the Company.

Merchandise: Any goods supplied or to be supplied by the Company to the Customer.

Order: Purchase order of supplies made by the Client confirmed and accepted by the Company.

Services: Any services rendered or to be rendered by the Company to the Client.

Deliveries: Any Goods or Services.

In writing: Includes electronic communications.

2 . Conditions

All orders placed with the Company if accepted by the Company shall be deemed accepted in accordance with the provisions of these Conditions. These Conditions replace and annul the existing deals, agreements, businesses and pacts between the Company and the Client, only prevailing over these conditions, those agreed in writing with a legal representative of the Company. Therefore, these terms, together with any other terms accepted by the Company in connection with this order constitute the entire agreement between the Company and the Customer in relation to this supply.

3 . Prices, Payment, Invoices

The prices provided for in the offer do not include the taxes applicable in each case. Payment must be made in one of the following ways:
  • In cash by bank transfer to the bank account owned by the Company.
  • Deferred payment by bank transfer, subject to approval by the Company of both this form of credit payment and the term. In the case of deferred payments, these must be made within a maximum of 30 days from the date of issue of the invoice, without any deduction, withholding or compensation.
If Customer fails to make payment by the due date, without prejudice to any other right or action, the Company may:
  • Cancel the order or suspend any deliveries or additional performance
  • Endorse any payment made by the Client out of such Supply (or any other Supplies made on the basis of any other contract) in such manner as the Company deems appropriate
  • Collect compound interest annually (both before and after the judgment on the matter is rendered) on any unpaid amount. Any amounts not paid by the Client, on the corresponding date, in accordance with this Condition will accrue, on a daily basis, a delay interest equal to the delay interest legally established for commercial operations based on Law 3/2004 of 29 December, calculated on the overdue debt from the date on which it should have been paid in accordance with this condition until they are fully paid. If legal proceedings are initiated to claim amounts due from the Company from the Client, the Company shall have the right to charge the Client for any and all expenses incurred as a result, including attorney's fees, solicitor's fees, court fees and travel and any other expenses.
Invoices will be sent electronically to the e-mail address provided by the Customer. The Customer may request invoices to be sent by post to the address provided for this purpose.

4 . New Accounts

If a Client wishes to contract with the Company, he must provide the information requested. The Company may, in its sole discretion, decide whether or not to grant payment deferments así́ as it may reduce or suspend any payment deferments previously granted to the Customer, without prejudice to any other right.

5 . Orders, Sales and/or Supply Contracts

An order shall be understood to mean any purchase request received by the Company both in the Client's own format and in any other format: Offer of the Company accepted by the Client and to that effect duly signed and stamped by the same, telematic communications received via fax, e-mail, etc.

Once accepted by the Company, no order may be cancelled without the prior written agreement of a duly authorized representative of the Company by means of a sufficient power of representation to act on behalf of the Company for this purpose, duly registered in the Mercantile Registry.

If the Client wishes to request changes in an Order accepted by the Company, he must request them by means of a written notification. The Company reserves the right to accept or not the requested changes. In the event that such changes cause an increase or reduction in the cost of the supply to fulfill the Order, the effects of such impact will be negotiated between the parties and the resulting agreement will result in the modification of the Offer and the corresponding Order.

6 . Terms of delivery, receipt and acceptance

The delivery of Supplies shall be understood to have taken place when they are made available at the address specified by the Customer. The rendering of the Services object of the Supplies will be carried out in the address specified by the Client through collaborating companies of Nespra S.L.

The Company may use any method of delivery of the Supply available to it. These deliveries are usually offered free of charge, but carriage is borne by the Customer, which is why, even if the Company advances the payment of carriage will be passed on to the Customer with the amounts that proceed.

The Company is exempt from any responsibility for damages, losses, deterioration of the Supplies or delays in their delivery in the event that the Customer has chosen another means of transport or another carrier different from the one established by the Company.

The delivery of the Supply will be accompanied by all the documentation mentioned in the Offer. Among others, a delivery note will be included indicating the number of packages, unit of measure, quantity and reference of the goods and the corresponding Order number, attaching the appropriate transport documentation. This delivery note must be signed by the Client and returned to the Company at the indicated address.

7 . Returns

Prior to the return of any Goods to the Company for any reason, the Customer must contact the Company within a maximum of 21 days of actual delivery to obtain the appropriate return authorization. All Goods shall be returned at the risk and expense of the Customer and must not be damaged by the Customer and must be packed in their original packaging. The Customer is responsible for returning the Goods to the Company and for retaining proof of delivery of such return.

8 . Risks and property

The risk of damage to or loss of the Goods shall pass to the Customer when the Goods are made available to the Customer at the address specified by the Customer or delivered to the disposal of the carrier designated by the Customer.

The ownership of the Goods shall not, however, in any event be transferred to the Customer until the Company has received in full (in cash or available funds) all amounts due from the Customer to the Company.

Until the property passes to the Customer, the Customer shall look after the Goods as an experienced warehouse keeper with the utmost diligence. If payment is not received in full by the due date, or the Customer is dissolved, or a court of law orders its dissolution, or the Customer breaches any of its obligations to the Company, the Company shall be entitled to repossess the Goods.

9 . Warranty

The Company offers a 2-year warranty on the equipment included in this offer. The warranty period begins on the date of delivery of the product to the Customer.

Warranty services will include replacement of defective equipment. The Company will replace, free of charge, during the warranty period, any defective equipment or component, provided that normal conditions of installation, use, service and maintenance exist.

Once the warranty period has expired, the Company will not perform any management related to the hardware product, understood as management any change, repair or replacement.

10 . Confidentiality and Intellectual Property Rights

The parties mutually undertake not to infringe the intellectual and industrial property rights owned by the other party in accordance with the provisions of applicable law.

In the event that the Supplies are subject to the Intellectual and Industrial Property rights of third parties, including patents, know-how, trademarks, copyrights, design rights, usage rights, database usage rights and other third party rights, the Company does not grant any right or license to the Customer, other than the right to use the Supplies or resell the Goods in the ordinary course of the Customer's business. The Company shall not be liable in any way whatsoever in the event that any claim for breach of any such rights is made, in whatever form it is made.

Any invention, design, documentation or technical information created or generated by the Company under the contract shall belong to the Company, unless otherwise agreed between the parties.

The parties mutually agree not to disclose any information that may be considered confidential, not only during the provision of the service but also during the two years following the end of the service.

11 . Use of Personal Data

Personal Data means, in relation to any Client, or any representative of a Client, who is a living natural person (in any case), any data on the basis of which (alone or in combination with other information held by the Company) the Company is able to identify such Client or Representative, regardless of how and when the data is provided.

The Company may process Personal Data for all purposes set forth in these Terms or arising from the context of the relationship between the Company and the Customer, including:

  • The decision to conclude any contract or agreement with that Client, including searches for credit references to that Client or its representatives.
  • Order fulfillment, administration, customer service, identification of customers' purchase preferences and as support for the review, development and improvement of the Company's business and the Goods and Services offered by the Company.
  • Direct the marketing of Products and Services of the Company that may be of interest to the Customer or its representatives, by mail, telephone or e-mail, for which we give express consent for the sending of these communications and prevention or detection of crime.

12 . Advertising

  • Unless otherwise agreed, the Parties may refer to each other as collaborators of the other Party and use the logos and other distinctive signs for promotional purposes.
  • Likewise, the Parties shall exercise the utmost care and professional diligence in order to maintain the good name and reputation of the Parties in the market in which they operate respectively.

13 . Country of origin

Unless otherwise indicated in writing by a duly empowered representative of the Company with sufficient powers of representation of the Company registered in the Mercantile Registry, the place of origin of all Supplies of the Company is considered to be Spain.

14 . Export and intra-Community deliveries

Separate Conditions of Supply apply for export transactions or intra-community deliveries and are available upon request from the relevant department of the Company. The Customer is responsible at his own expense for obtaining any license and complying with any regulations in force and in the Country to which the Goods are destined. Customs duties for the importation of goods shall be the responsibility of the Customer.

15 . Assignment and subcontracting

The Company may carry out the complete works directly for if, or through the subcontracting to third parties of partial services necessary for the provision of the work, in which case the Company shall continue to be responsible to the Client for the totality of the Supply.

16 . Notifications

All notifications to be made by the Client to the Company for any reason must be made inexcusably in writing or by any telematic means to info@nespra.net always guaranteed acknowledgement of receipt thereof by the Company, or by notarial means to the Company or by post/certificate to Universitat Politècnica de València, Edifico 9B, oficina 29.

The Company may change its address for notification purposes if it notifies the Client 15 calendar days in advance.

17 . Force majeure, fortuitous event and some other suppositions of exclusion of responsibility of the Company

The Company shall not be liable to the Customer in any way or be deemed to be in breach of these Conditions for delay in performance or breach of any of the Company's obligations under these Contracts if the delay or breach is due to any cause beyond the Company's reasonable control, including, but not limited to, governmental actions, war, fire, explosion, flood, import or export regulations or embargoes, labor disputes, strikes or impossibility, difficulty or delay in obtaining supplies of goods, services or work, force majeure or unforeseeable circumstances. The Company, at its option, may delay performance or cancel in whole or in part a contract for any of these reasons.

18 . Legal Interpretation

All Contracts shall be governed by and construed in accordance with Spanish material law.

19 . General

Any provision of these Conditions of Supply that is deemed invalid, void, voidable or unenforceable (in whole or in part) by any competent authority shall be deemed severed to the extent of such invalidity, nullity, voidability, or unenforceability and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.

The fact that the Company does not execute, or partially executes any provision of these Conditions of Supply shall not be considered as a waiver by the Company of any of the Company's rights.