Post–sales

GENERAL.

1. These general conditions of sale of TELEVES UK LIMITED. (Registered Number 2280583) and address at Unit 11 Hill Street Industrial Estate, Cwmbran, Gwent, NP44 7PG, (hereinafter, the "Seller")shall apply to any offer made by the Seller and to any contract of sale concluded by the Seller with any Buyer, whether an individual or a legal entity (hereinafter, the "Buyer").
2. Any sale made by the Seller shall be expressly conditioned to the Buyer's full acceptance of these terms and conditions, as well as to the Buyer’s waiver of its own general conditions of purchase. The Buyer is considered to have accepted these general conditions of sale and waived its own when an order is placed.
3. The Buyer acknowledges that these general conditions of sale have been validly placed at his disposal by the Seller prior to the conclusion of the contract of sale and that he has received a copy thereof.
4. Placing an order implies the full and unreserved acceptance of each one of the terms of these general conditions of sale by the Buyer, as well as their validity and efficacy, except when mandatory regulations applicable to consumer relations provide otherwise.

1. OFFER AND EXECUTION OF THE CONTRACT.

   1. The applicable prices are those indicated in the quotation, offer or proforma provided by the Seller or, in its absence, those contained in the Seller's price list in force on the date of the order’s receipt.
   2. The offers will be subject to acceptance during the period stipulated in them by the Seller and, in the event that no period has been stipulated, during a period of thirty (30) calendar days from the date of the offer. Without prejudice to the foregoing, the Seller may withdraw or revoke its offers at any time before it is accepted by the Buyer.
   3. The information contained in the product catalogue, website, as well as in any other oral or written communication of the Seller is merely indicative and shall not be binding. Such information is subject to modification, without prior notice, and the Seller shall not be liable for any error or omission contained therein. The Seller reserves the right, without prior notice, to discontinue products, make design or specification changes as part of its product improvement programme or as a method of assisting product availability.
   4. The sale and purchase shall be deemed to be definitively perfected with the acceptance of the quotation, offer, proforma or tariff catalogue by the Buyer, by placing the corresponding order, once expressly acknowledged by the Seller by e-mail or by any other written means.
   5. Orders, once confirmed by the Seller, cannot be subject to total or partial cancellation, modification or delay by the Buyer, except with the express consent of the Seller and, in any case, after payment of all the expenses incurred as a result. In the event of cancellation, the Seller reserves the right to charge the Buyer the difference existing between the sale price initially applicable to the products of the order and the price in force at the time of cancellation.

2. PRICE AND TERMS OF PAYMENT.

   1. The applicable prices shall be those indicated in the quotation, offer or proforma provided by the Seller or, in its absence, those contained in the Seller's price list in force on the date of the order’s receipt. The prices published in the Seller's price list, quotation, offer or proforma do not include V.A.T. or other taxes payable by the Buyer, nor any other expenses and/or commissions, including bank charges, incurred in order to make the payment of the price effective, which are exclusively for the responsibility of the Buyer. The Seller may modify the price list at any time. Any modification of the price list shall not affect any pending orders which will continue to be subject to the prices in force on the date on which the order was accepted.
   2. The terms of payment will be established, in each case, by mutual agreement between the Buyer and the Seller. The Buyer may pay the price for each order, as agreed between the Parties, by bank transfer, irrevocable and confirmed documentary credit, stand-by letter of credit as agreed with the Seller, as well as by any other means of payment expressly accepted by the Seller.
   3. In those cases in which it is applicable, payments will be subject to the Late Payment of Commercial Debts Act, 1998, or any other regulation that replaces it. Under no circumstances may the maximum payment periods laid out in this regulation be exceeded. Any late payment shall entitle the Seller to claim from the Buyer the outstanding price plus the interest accrued according to the aforementioned Late Payment of Commercial Debts Act 1998.
   4. The breach of the payment obligations of the Buyer will entitle the Seller to opt between terminating the contract, with the corresponding compensation for damages; or to claim payment of the outstanding price with the mentioned accrued interest. The payment of interest shall be not conditioned to prior notice to the Buyer.

3. DELIVERY AND SHIPMENT.

   1. The delivery periods indicated in the order by the Buyer will always be merely indicative. The seller shall seek performance in good faith, any possible delays shall not entitle the Buyer to cancel the order, or to claim liability, or penalties of any kind, unless otherwise has been expressly accepted by the Seller. Indicatively, the delivery of the orders will be carried out on the terms agreed, but in no case will the delivery date be an essential condition of the contract.
   2. Unless otherwise agreed in writing, the goods shall be delivered under Incoterm Free Carrier (FCA) – “name placed”- (Incoterms 2020).
   3. As soon as the Seller places the goods at the disposal of the Buyer, the Buyer shall assume all risks related to the possession, care, and use of the products in accordance with the aforementioned Incoterm and shall also be liable, from that moment, for any damage that the aforementioned products may cause.
   4. In the event that the Buyer does not take possession of the goods on the agreed delivery term, the delivery shall also be deemed to have been made, and the Buyer shall bear the risk (deterioration, breakdown and definitive loss) and shall pay all the expenses (including storage, insurance and handling) arising from the non-delivery attributable to the Buyer.
   5. In the event that the Buyer does not take possession of the goods on the agreed delivery term or postpones it unilaterally, the Seller shall be entitled from that time to invoice the full price of the goods on the understanding that delivery has taken place.
   6. The Seller is entitled to deliver the purchased goods in one or more instalments. When several orders had been placed by the same Buyer, each of them will be considered an independent contract, so that the breach of one of them will not affect the others.
   7. Regardless of the applicable Incoterm regime, and unless otherwise agreed in the quotation, offer, proforma or any other contractual document, the Buyer shall bear all costs necessary and accrued for the provision of the goods ordered by the Buyer, and in particular the costs of packaging, transport, including handling and unloading, insurance and customs, including export and import costs, which shall be charged to the Buyer as a supplementary charge on the price of the goods.

4. RESERVATION OF TITLE.

   1. The Seller reserves full ownership of the goods delivered to the Buyer until the price is fully paid.
   2. A breach of the payment obligation by the Buyer will entitle the Seller to recover the possession of the goods delivered, as well as to use the sums paid by the Buyer as price of the contract, to compensate any damages derived from the breach of the contract.
   3. In the event that the products have been transformed or integrated into other equipment, the Seller may retain the processed products or the equipment into which the products have been incorporated as a guarantee until the price has been fully paid. The Buyer undertakes to mention this reservation to third parties who may be affected by it and, in particular, to those to whom it delivers, by whatever title, the product covered by the contract.

5. RETURNS.

   1. The Seller does not accept returns of orders already served, unless otherwise specified in the specific conditions agreed between the Seller and the Buyer or in those cases where the goods have apparent defects, provided that the defects have been communicated in writing to the Seller within ten (10) calendar days from the date of delivery of the goods, and the Seller has ascertained the existence of defects and the responsibility thereof.
   2. Returns or shipments to the Seller's facilities, whether for replacing the goods purchased under the contract, or to pay for them, must always be made at the Buyer's expense, enclosing the sales invoice. The return of the defective product to the Seller shall be made by the Buyer to the corresponding customs office under the "temporary export" regime, keeping all the documentation relating to said export, especially the export SAD document, in order to enable its eventual re-importation under the same customs regime.
   3. No return will be admitted that has not been previously authorised by the Seller; once authorised, the Buyer shall have a maximum period of fifteenth (15) calendar days to make it effective.

6. GUARANTEE.

   1. Unless otherwise provided in the offer or specific conditions agreed, the Seller undertakes to remedy any malfunction of the products caused by a defect in the design, materials or manufacture for a period of 1 year (but if the Buyer is considered to be a "final consumer", according to the applicable consumer legislation, the guarantee period will be the established in the national legislation). Batteries shall only have a guarantee of 6 months from the date of purchase of the goods. In any case, the mandatory legal guarantees imposed by the legislation of the States applicable to the Contract of Sale and Purchase shall be complied by TELEVES UK LIMITED. This guarantee shall never apply to the software, or the services commercialised by the Seller. The guarantees applicable to software and services shall be those specifically delivered with them.
   2. The Seller's guarantee shall not apply if:
      • I. The products have not been transported, stored, maintained, connected, installed, initiated, or used in a proper way and within the electrical values and operating range (input voltage, ambient temperature, IP protection rating...) required by the instructions of the Seller, and particularly those indicated in the user guides, packaging, technical datasheets, and any other documentation accompanying the products or delivered with them, as well as in prescriptions or technical safety and maintenance standards in force in the country in which the goods are intended to be used; or
      • II. The malfunction or lack of conformity results from the normal wear and tear derived from the use of the products according to the aforementioned technical instructions or prescriptions.
      • III. The malfunction or lack of conformity results from specific materials, components or designs imposed by the Buyer, disregarding whether they have been approved or not by the Seller; or
      • IV. The Buyer carries out any form of repair or replacement of the products. The Buyer carries out any repairs or alterations to the Goods, including changes to previously defined configurations and additions or connections of third-party products, without the prior express authorisation of the Seller; or
      • V. The malfunction or lack of conformity is due to a cause not attributable to the Seller, particularly when it has its origin in:
      • a) Discoloration, corrosion, degradation, deterioration resulting from the product’s exposure to any animal, environmental or vegetable substance or waste matter, oil derivatives, radiation, acid rain, pollution or contamination due to any other element;
      • b) Exposure to fire, water, snow, rain, humidity, or fluids, unless it is indicated in the product’s technical specifications that it is adequate and resistant to such weather conditions;
      • c) Force majeure events, such as, among others, fires, natural and atmospheric events, earthquakes, floods, electric storms, lightning, chemical and biological events, war, warlike events, accidents, vandalism, terrorist attacks, or damages due to the influence of people or animals;
      • d) Any failure or incident in the electric or communications networks, such as cuts, fluctuations or surges that exceed the limits laid out in the product’s technical documentation or within the applicable laws and regulations.
   3. Unless an imperative rule to the contrary is applicable, the option to repair or replace a defective element corresponds exclusively to the Seller and will not change the starting date of the guarantee period of the order, which will continue to be the remaining time of the period indicated in section 6.1, or a six (6) months term from the date of dispatch to the Buyer, whichever is longer. In the event that the reparation or replacement is unfeasible, or its cost is disproportionate, the Seller shall replace the product for another product of equal or superior characteristics.
   4. The above guarantee shall be automatically excluded if the Buyer carries out any type of repair or modification to the products without the express authorisation of the Seller. This guarantee does not cover, under any circumstances, expenses relating to the inspection for the defective product on the premises, de-installation, re-installation, as well as any other expenses that may be incurred by the Buyer in connection with the repair or replacement of the defective product.
   5. Any guarantee on accessories to the goods such as packaging and other components which accompany the goods but which are not integral parts of the goods is excluded.
   6. All units of the Seller’s lighting products with defects in their LED parts and chips are excluded from this guarantee, provided that their failure rate is less than 15%, and it does not affect the functioning of the application for which the products were designed. Regarding these products the guarantee is limited only to those which do not exceed 4.200 operating hours/year under ambient temperature of less than those contained in the product´s technical documentation.
   7. The efficacy of this guarantee and its duration are conditioned to the previous access of a representative or authorised technician from the Seller to the products to check the alleged malfunction or lack of conformity. Claims against this guarantee must be must be carried out in the prescribed manner indicated in the Repair Form or any equivalent document. Claims must at least include the following information:
      • I. Identification of the product affected by the malfunction or lack of conformity.
      • II. Date of purchase and/or installation and the corresponding invoices.
      • III Detailed description of the detected malfunction or lack of conformity.
      • IV. In the case of lighting products, number and rate of installation failures.
      • V. In the case of lighting products, application, operating hours and switching cycles. Defective product/s must be shipped in its/their original packaging with all its/their parts and components in the manner and within the terms indicated by the Seller. The shipment shall be made at the Buyer's expense, and shall also be returned at the Buyer's expense.
   8. In the event that the Seller decides that the product is free from defects or lacks of conformity and therefore does not need to be repaired or replaced according to the terms of this guarantee, the Seller may charge on the Buyer its inspection and claims management costs, as well as the price of the reparation or replacement, provided that one of these options is requested by the Buyer.
   9. Notwithstanding the statutes of limitations that apply to the remedies available for the Buyer under this guarantee, the Buyer, in any event, must give notice of the malfunction or lack of conformity to the Seller within thirty (30) calendar days from the date in which the Buyer become aware of it.

7. LIABILITY.

   1. The contractual liability of the Seller shall be limited, in any case, to a maximum amount equivalent to 10% of the price of the contract under which the claim has arisen. Under no circumstances will the Seller be liable before the Buyer, nor before third parties related to it, for loss of profit, loss of income, downtime costs or, in general, for losses of any kind or indirect damages which the Buyer may suffer as a result of the late delivery or non-delivery or defective delivery of the goods.
   2. The limitation of liability contained in this clause shall prevail over any limitation contained in any other contractual document which is contradictory or inconsistent with this clause unless such provision limits the Seller's liability to a greater extent.
   3. The Buyer waives the Seller's liability for any and all claims by third parties for damage caused by or in connection with any of the goods delivered by the Seller, including claims brought against the Seller as producer of the goods pursuant to any agreement on product liability, unless such damage is due to the Seller's wilful misconduct or gross negligence.
   4. In no event shall national rules imposing punitive damages apply to the contracts governed by these terms.

8. FORCE MAJEURE.

   The Seller will not be liable before the Buyer in any way, nor will it be deemed to be in breach of the Contract, for delay in performance or failure to perform its obligations under the Contract, if such delay or failure is due to or arises from an event of Force Majeure. Force Majeure will be interpreted as any cause beyond the Seller's control and responsibility area, which cannot be foreseen and/or avoided or the effects of which could not have been reasonably foreseen. Force Majeure shall be considered to be, among others, general strikes in the sector, riots, mutinies or wars, natural and atmospheric phenomena, legislative and administrative decisions, as well as pandemic situations, as well as the inability to procure materials or items necessary for the performance of the Contract. In the event of force majeure, the Seller may, at its sole option, delay performance or cancel part or all of the order without any liability for the Seller and without prejudice to the Buyer's obligation to pay for any goods actually delivered.

9. COMPLIANCE, CODE OF ETHICS AND SALES RESTRICTIONS.

   1. TThe Buyer undertakes to comply with the regulations of the legal system applicable from each moment, in particular the national and international rules and regulations relating to the protection of human rights established in the United Nations Global Compact, the abolition of forced and child labour, the elimination of discrimination, anti-corruption, competition, labour, occupational health and safety and environmental responsibility regulations. It also declares that it is aware of and complies with the Regulatory Compliance Programme, CSR and Code of Ethics of the TELCOR Group of which the Seller is a member. The breach of any of the above obligations by the Buyer will entitle the Seller to terminate the contract, without prior notice and to claim any damages caused.
   2. Neither the Buyer nor its customers shall sell, offer for sale, transfer or make offers for the sale of the goods to any country subject to any export restrictions and/or embargo of any kind which may affect the goods which are the subject of the sale. In particular, under no circumstances may the goods sold and/or exported, nor any of their parts, pieces or components, be re-exported, directly or indirectly, to States in respect of which the EU has adopted measures of embargo or prohibition of sale or export in respect of products of the same nature.

10. INTELLECTUAL PROPERTY.

    1. The goods purchased may contain software, the use of which shall be governed by the terms and conditions of the respective licences accompanying the software. The Buyer has the non-exclusive right to use the software for the sole purpose of using the purchased goods. To the extent that the software includes Open Source Software ("OSS"), the Seller shall provide the applicable OSS licence terms and conditions which shall prevail over these general terms. Details of any third-party software and OSS included in the goods being sold is available in the software documentation (SW Declaration).
    2. The intellectual property of the offer and the information attached thereto of the goods subject to sale, as well as of the elements, drawings or software belong to the Seller or its suppliers, and therefore their use by the Buyer for purposes other than the completion of the order, as well as their total or partial copying or transfer to third parties is expressly prohibited.
    3. Use of the Seller's registered trademarks. All the distinctive signs included in the goods covered by this Contract and in any document or web site of reference are registered and unregistered trademarks owned by the Seller. Unless otherwise agreed in writing, the Buyer is not authorised to use the Seller's trademarks and accordingly shall not reproduce, display or otherwise use any distinctive signs without the Seller's prior written permission. In the event that the Buyer is interested in using any of the brands owned by the Seller, either in promotional materials, advertising or marketing of the goods purchased, he must expressly request it and receive prior authorisation from the Seller, for which it will be necessary to fill in the form Request for authorisation to use a brand. The use of the brands owned by the Seller must be carried out in all cases in accordance with the terms and conditions established in the Policy for the use of the Seller's commercial brands, accessible via the following link: Trademark Use Policy . This clause applies equally to the Buyer of the Buyer and to any other subsequent buyers or sub-buyers, in the event of resale of the purchased goods. Failure to comply with this provision is deemed a breach of contract, notwithstanding the Seller's right to exercise, cumulatively, any other actions aimed at protecting its intellectual property rights to which it could be entitled.

11. PROJECTS AND SOLUTIONS.

    In the event that the offer or sale involves products of the Seller which require specific adaptation or customisation to suit the needs of the Buyer or which may require installation by the Seller or specific studies to guarantee their adaptation to a specific environment (hereinafter, “Projects or Solutions”), the following conditions shall also apply.
    
    1. The Buyer, in order for the offer to be adjusted to its needs, must provide the Seller with all the characteristics, functionalities and installation conditions of the required solution prior to making the offer.
    2. The Seller may specify in the offer, in the event that the sale does not take place, the cost to be paid by the Buyer for studies or reports carried out for the purpose of implementing the solution. Unless otherwise agreed, the offer does not include the installation of the solution at the Buyer's premises.
    3. The Buyer shall co-operate as required by the Seller to enable the implementation of the solution in the agreed manner and time. If necessary, it is the Buyer's responsibility to obtain licences, permits and authorisations for the implementation of the solution. If the solution cannot be implemented within the agreed period for reasons attributable to the Buyer, the Seller may invoice the Buyer for all additional expenses incurred as a result of the delay caused by the Buyer. Scheduled dates and deadlines shall also be reasonably extended.
    4. The Buyer must follow the instructions given by the Seller for the proper functioning of the installed solution and, in particular, must regularly install all Software Updates published for repairing errors and vulnerabilities and/or for improving the software functionalities.
    5. For Projects and Solutions, the starting date of the aforementioned guarantee shall be calculated from the date on which the project has been delivered or received or, where applicable, from the date on which the products have been made available to the Buyer. In any case, the Projects and Solutions shall be understood to have been received, to the full satisfaction of the client, after fifteen (15) days following the placing at their disposal of the Certificate of Delivery/Receipt, without any objection having been manifested in this respect.
    6. The aforementioned guarantee shall not apply when the defective functioning of the solution is due to materials, components or designs supplied or imposed by the Buyer.
    7. When a contract includes Projects or solutions, the Seller shall be entitled to invoice 50% of the total amount of the price at the time of placing the order, as an advance payment.
    8. The Seller shall not assume any liability in relation to configurations of any kind requested in the Projects and Solutions by the Buyer and/or its customers and, in particular, for malfunctions, errors, costs, damages and/or liability of any kind that may arise therefrom.
    9. In the case of solutions that include a telecommunications operator network connectivity service, the terms and conditions for the provision thereof shall be governed by those agreed at any given time with the respective operator, without TELEVES being liable in any way for the contracted service.

12. INFORMATION ON PERSONAL DATA PROTECTION.

    Party responsible: TELEVES UK LIMITED.
    Purpose: to manage registrations, cancellations, orders, discounts, debt collection, compensations and customer objectives based on the maintenance of the contractual relationship.
    Legitimation: Execution of the purchase sale contract and maintenance of commercial relations. TELEVES UK LIMITED shall not make international transfers of your personal data and, in particular, to States that do not have an adequate level of protection in accordance with the decisions of the European Commission.
    Recipients: Companies of TELEVÉS CORPORATION GROUP (which may be found in the data protection policy). Data processors inside and outside the EU. Public bodies for compliance with legal obligations.
    Rights: Rights to access, rectify, cancel and oppose the processing of your data, as well as other rights attributed to you by applicable national regulations and additional information that you may check in the Data Protection Policy. You may exercise the rights you are entitled to as the owner of the personal data being processed by sending a communication to dpo@televescorporation.com, attaching a document proving your identity and providing the details necessary to process your request.

13. LAW AND JURISDICTION.

    The relations between the parties arising from this contract are governed by English Law. The Buyer and the Seller expressly and formally submit themselves, for any question arising from the fulfilment and execution of the contractual relationship to the Courts and Tribunals of the Seller address, with express waiver of their own territorial jurisdiction, except for those jurisdictions which, according to the law applicable to the contract, cannot be waived, all this without prejudice to the right of the Seller to bring any legal proceedings in any other competent jurisdiction.

14. LANGUAGE.

    These general conditions of sale have been drawn up in Spanish and English. In the event of any discrepancy between the two versions, the Spanish version shall prevail.

Version. 1.6-rev. 9-2023- CGV TELEVÉS UK LTD_EN
In force since 01 March 2022