General Sales Terms

  1. VALIDITY AND ACCEPTANCE OF THESE GENERAL CONDITIONS OF SALE
    1.1 These General Conditions of Sale (G.C.S.) shall apply, unless other specific conditions have been expressly agreed upon, to offers and sales made by SISTEMIZA FLUIDS HANDLING S.L., with EU VAT Number ES-B42820191, registered office at Avenida de la Ciudad de Soria, 8, La Terminal, Office B12, 50003, Zaragoza, Spain, and production and warehouse address at Pol. El Plano, 107, 50430, María de Huerva, Zaragoza (hereinafter, SISTEMIZA).
    1.2 Placing or confirming an order with SISTEMIZA, receiving products shipped by SISTEMIZA, making any advance payment, or opening a letter of credit for the offer or the outstanding price implies the Client’s express acceptance of these GTC, which shall prevail over any other terms except for specific conditions individually agreed in writing between SISTEMIZA and the Client on a case-by-case basis.
    1.3 Specific conditions agreed for a particular order shall not bind SISTEMIZA for future orders.
  2. VALIDITY OF OFFERS AND FORMATION OF THE SALES CONTRACT
    2.1 Unless expressly stated in each offer, SISTEMIZA’s offer (the Offer) shall be valid for thirty (30) days from its date, after which it shall no longer bind SISTEMIZA. The Client agrees that the amount or terms of the Offer may be adjusted due to circumstances disclosed to SISTEMIZA after the Offer date or acceptance, such as, without limitation, material errors, changes in the Client’s credit status, variations in raw material or component prices provided by third parties, etc.
    2.2 The sales contract (the Contract) shall be deemed formed on the date SISTEMIZA receives the Client’s acceptance of its proforma invoice or on the date SISTEMIZA confirms a Client’s order in writing.
    2.3 Any response by the Client to the Offer that purports to be an acceptance but includes additions, limitations, or other modifications shall be considered a rejection of the Offer and will constitute a counteroffer, which must be expressly accepted in writing by SISTEMIZA.
  3. SUBJECT MATTER OF THE CONTACT
    3.1 The subject matter of the Contract is the sale by SISTEMIZA to the Client of the products and/or the provision of services described in the Offer.
    3.2 SISTEMIZA may reject any modifications to the order requested by the Client after the Contract has been formed.
  4. PRICE
    4.1 The Contract price is the one defined in the Offer (the Price) and shall be expressed in Euros.
    4.2 The minimum order value is 200 Euros.
    4.3 Only the equipment, systems, components, accessories, packaging, and services specifically included in the Offer shall be considered part of the Price.
    4.4 Unless otherwise indicated in the Offer, the Price shall be understood as FCA SISTEMIZA facilities in María de Huerva, Zaragoza, Spain (Incoterms 2020) and excludes taxes (especially VAT), transportation costs, insurance, and customs duties.
    4.5 Modifications requested by the Client during the design, production, or assembly of the project may result in an increase in the Price of the offered products or services and may also affect the delivery schedule.
    4.6 Unless expressly indicated otherwise in the Offer, the Price does not include:
    a. The cost of obtaining technical certificates or customs documentation required by the import country’s authorities;
    b. Assembly, commissioning, supervision of assembly, or training of the Client’s personnel at the destination;
    c. Additional cost arising from (without limitation):
    • Restrictions on transportation access to the agreed delivery location or blockages at said location;
    • Delays in customs clearance in the import country, whether or not SISTEMIZA is responsible for customs clearance.
  5. PAYMENT TERMS
    5.1 Unless otherwise indicated in the Offer, the default payment terms shall be as follows:
    a. 50% advance payment as confirmation of the order, by bank transfer.
    b. The remaining 50% upon notification of the product´s availability at SISTEMIZA´s premises, with delivery not made until the full Price is paid.
    5.2 The Price must be paid to the bank account designated by SISTEMIZA in its invoices.
    5.3 Payment to SISTEMIZA shall be net of any withholding taxes, fees, or bank charges.
    5.4 When payment is agreed upon through a letter of credit (L/C), it must be subject to the applicable ICC UPC at the time. The Client shall send SISTEMIZA a draft of the L/C before its final issuance by the issuing bank otherwise, the Client will bear any commission arising from the eventual modification due to non-compliance with the Offer.
    5.5 A delay in the Client’s payment for any of the milestones established in the Offer shall constitute a serious breach of the Contract, without the need for any requirement or formality by SISTEMIZA, which may, at its sole discretion, take one or more of the following actions: (i) demand immediate payment of the full Price from the Client, regardless of the payment milestones in the SISTEMIZA Offer; (ii) claim interest on the overdue amounts at the legal interest rate set by the European Central Bank, increased by two (2) points; (iii) suspend and/or slow down the execution of the Contract or even seek its termination under Clause 16a), claiming damages resulting from the breach.
    5.6 The Client shall not withhold the Price payment, nor offset it against any obligations owed by SISTEMIZA under this Contract. SISTEMIZA will not accept any charges from the Client that are not associated with invoices previously accepted in writing by SISTEMIZA. If, before the payment of the Price, the purchased product is subject to any seizure, the Client shall indicate in the seizure order that the goods are the property of SISTEMIZA, and if seized despite this declaration, the Client will facilitate SISTEMIZA’s exercise of the corresponding third-party ownership action, with the related costs borne by the Client.
  6. PAYMENT GUARANTEES
    6.1 Failure by the Client to provide the payment guarantees for the Price required in the Offer shall constitute a serious breach of the Contract. In such a case, SISTEMIZA may, at its sole discretion, take one or more of the actions established in Clause 5.5 above.
    6.2 All costs and commissions associated with the provision of payment guarantees for the Price shall be borne by the Client.
  7. ORDERS
    7.1 Orders shall be transmitted to SISTEMIZA in writing via email to info@sistemiza.com. SISTEMIZA will issue a proforma invoice, which shall be signed in acceptance and returned to SISTEMIZA. Orders will be deemed accepted as outlined in Clause 2.
    7.2 For made-to-order products, cancellations will not be accepted once the manufacturing process or material procurement has begun or after the products have been shipped. Cancellation in these cases will obligate the Client to pay the full Price, and SISTEMIZA may retain any advance payment received, in addition to any other damages claims.
    7.3 If the Client fails to receive the ordered product, SISTEMIZA may store it at the Client’s cost and risk, with the Client accepting storage charges from the specified delivery date in the Offer.
  8. DELIVERY
    8.1 Unless the Offer specifies a different Incoterm, deliveries will be made FCA SISTEMIZA’s premises in María de Huerva, Zaragoza, Spain (Incoterms® 2020). If the Client requests a different delivery method, it must notify SISTEMIZA at the time of the order so that a new offer can be provided.
    8.2 The delivery period will be as specified in the Offer and will begin the day after the advance payment specified in Clause 5.1a) is made or the notification of the opening of a letter of credit or any other payment guarantee required by SISTEMIZA. If an export license is needed for the shipment or exportation of the product, the delivery period will begin only upon notification of such license. The delivery obligation will be considered fulfilled when SISTEMIZA makes the Product available to the Client in accordance with the agreed Incoterm, not when the product is received at its final destination.
    8.3 The risk of loss or damage to the product will transfer to the Client upon delivery in accordance with the Incoterm specified in the Offer.
    8.4 The packaging of the products will be SISTEMIZA’s standard. If the Client requires special packaging, it must notify SISTEMIZA at the time of ordering so that the Offer can be adjusted.
    8.5 SISTEMIZA will retain ownership of the products until full payment of the Price by the Client and may exercise third-party ownership actions and other legal measures to defend its rights, even if the products are in the possession of a third party. Any transformation or improvement of the Product over which SISTEMIZA retains ownership does not transfer ownership to the Client. The transfer of Products subject to retention of title to third parties is prohibited.
    8.6 The Client accepts partial deliveries and transshipments, as well as separate billing for partial deliveries.
    8.7 In all cases where the Client arranges transportation, the Client must provide SISTEMIZA with a copy of the signed transport document at the destination within ten (10) days following shipment. If this is not done, SISTEMIZA will issue the invoice with VAT.
  9. DELIVERY DELAYS
    9.1 SISTEMIZA will inform the Client as soon as possible about any circumstances beyond its control that prevent delivery within the agreed time frame, explaining the reasons for the delay and agreeing with the Client on new delivery dates, which will not entitle the Client to cancel the order.
    9.2 In case of a delay in delivery of more than two (2) weeks due to reasons attributable to SISTEMIZA, excluding delays caused by SISTEMIZA’s suppliers, SISTEMIZA will pay the Client a delay penalty of 0.5% of the Price for each full week of delay, up to a maximum of two percent (2%) of the Price. If the delay affects only part of the supply, the penalty will be calculated on the Price of the undelivered part. This penalty may be paid by offsetting, at SISTEMIZA’s discretion.
    9.3 No penalty will be applied if the delay in delivery has not caused damage to the Client, or if it results in the damage being considerably less than the penalty amount provided.
    9.4 If the Client decides to cancel the order by terminating the Contract due to delay caused by SISTEMIZA, the compensation that can be claimed from SISTEMIZA will equal the proven damages but will not exceed 50% of the contract price. The Client may not terminate the Contract for SISTEMIZA’s breach if the Client has not paid the invoices issued by SISTEMIZA.
    9.5 SISTEMIZA will not be liable for delays in delivery due to causes attributable to the transporter, Customs, or third parties, including any Administration from which an export license may depend.
  10. ASSEMBLY, COMMISSIONS, SUPERVISION, AND CLIENT TRAINING
    10.1 When the assembly and/or commissioning of the product is expressly agreed upon to be carried out by SISTEMIZA, the product will be stored at the Client’s premises in a closed and dry location, in its original packaging, unopened, until the arrival of SISTEMIZA’s personnel. Storage outdoors is strictly prohibited.
    10.2 SISTEMIZA will inform the Client in writing of the arrival date of the personnel responsible for the assembly at the destination. Once the personnel have been dispatched to the assembly site, any days of delay or inactivity due to reasons not attributable to SISTEMIZA (including, but not limited to, customs clearance delays, loss of goods, lack of licenses, insufficient supplies, or strikes) will be billed to the Client according to SISTEMIZA’s current rates. When assembly cannot be carried out within the agreed time frame due to reasons not attributable to SISTEMIZA, the Client cannot delay payment based on the delay in assembly.
    10.3 The price for the assembly service offered by SISTEMIZA assumes that the material has been received at the assembly site and is prepared, with no pending engineering or construction work, and with all necessary supplies. If this is not the case, the Client will bear the cost of delays in delivery and the increase in the assembly price.
    10.4 SISTEMIZA will provide the Client with basic training on the use and maintenance of the Products, during and after the installation/commissioning or assembly supervision.
    10.5 The price of the assembly or supervision services does not include lifting and handling equipment, packaging recycling and waste management costs, or specific training certificates required by the Client’s internal standards, which will be borne by the Client.
    10.6 The Client is solely responsible for complying with local health and safety regulations concerning the services provided under the Offer.
  11. FINAL ASSEMBLY CERTIFICATE
    11.1 SISTEMIZA and the Client will jointly verify the conformity of the supply, assembly, and/or commissioning with the specifications of the Offer; the Client will provide SISTEMIZA with a list of any pending tasks or adjustments, if any, which SISTEMIZA will perform without delay. Once the adjustments have been made, or if no objections are raised, both parties will sign the Acceptance Certificate.
    11.2 If, due to any disagreement mentioned in the previous paragraph, testing or analysis is required, the Client will bear the cost.
    11.3 If the verification procedure cannot be carried out within one month from the delivery date due to reasons attributable to the Client, the Final Assembly Certificate will be automatically issued on the date that one month has passed from the delivery date.
    11.4 The product acceptance process will last an estimated one (1) week and may not exceed three (3) weeks under any circumstances.
    11.5 The delivery of quality documentation by SISTEMIZA to the Client is conditional on the Client signing the Final Assembly Certificate.
  12. PRODUCT WARRANTY
    12.1 Unless the Offer indicates a different warranty period, SISTEMIZA guarantees to the Client that its Products comply with the specifications set forth in its Offer for a period of twelve (12) months from the Final Assembly Certificate date, provided no more than eighteen (18) months have passed since the date of the last delivery; if the Final Assembly Certificate is not issued, the warranty period will be twelve (12) months from the date of the last delivery note (the “Warranty Period”) and contingent upon the products being handled, transported, stored, maintained, and used according to the instructions in the Product Manuals. Therefore, SISTEMIZA assumes responsibility only for non-conformities caused by actions or negligence prior to the delivery of the products to the first carrier.
    12.2 The Client expressly declares knowledge of the products, their technical characteristics, uses, and operation, as well as the specifications, and accepts them without reservations.
    12.3 During the manufacturing process, the Client may request that SISTEMIZA carry out, at the Client’s cost, any verifications, tests, and inspections deemed necessary to verify the compliance of the products with the Offer’s specifications. The delivery date will be adjusted accordingly to the time required for these tests, without SISTEMIZA being held responsible for any delivery delay due to this reason.
    12.4 The Client has seven (7) business days from receipt at the destination to notify SISTEMIZA of any claims for obvious or apparent defects in the products; after this period, no claims may be made for such reasons. Claims for hidden defects must be submitted to SISTEMIZA in writing within thirty (30) days of the date the Client detects the defect, and always within the Warranty Period.
    12.5 In the case of a non-conformity being reported to SISTEMIZA within the Warranty Period, the following procedure will apply:
    a. The Client will submit their claim in writing, identifying the product or component in question, including a specific list of the alleged non-conformities, order number, delivery note number, and date of the claim;
    b. SISTEMIZA will have five (5) business days to respond to the claim, informing the Client whether it needs to receive the product or component for inspection, or if it will send an Authorized Service Technician to the Client’s premises, after which it will communicate its decision on the claim.
    c. If SISTEMIZA accepts the claim, it will repair or replace the non-conforming product or component, at its discretion, at no additional cost to the Client. The replacement components will have the same warranty period as the original components.
    d. If SISTEMIZA rejects the claim, it reserves the right to charge the Client for the inspection costs according to its current rates.
    e. SISTEMIZA will decide whether the repair will take place at its facilities or at the Client’s premises. The transport costs of the product to SISTEMIZA’s facilities or the costs of sending personnel to carry out the repair will be borne by the Client.
    f. Failure by SISTEMIZA to respond to the claim will be deemed as a rejection of the claim. If testing or analysis is required to determine whether the Product conforms to the specifications, the cost will be borne by the Client.
    12.6 SISTEMIZA will not be liable if the non-conforming Product is handled, repaired, or otherwise altered by any third party other than SYSTEMIZA or its Authorized After-Sales Service.
    12.7 The warranty provided in the preceding paragraphs applies to new products supplied by SISTEMIZA. In the case of services (technical assistance or repairs) provided by SISTEMIZA, the warranty will be three (3) months and will only cover the repaired or replaced parts, components, or subcomponents, expressly excluding what is mentioned in clause 13.1 l) and m). Services involving only labor (technical assistance, commissioning, assembly supervision, etc.) are excluded from the warranty.
    12.8 This warranty replaces any other warranty or statement of conformity, whether express or implied. In the event of a claim under the warranty, SISTEMIZA’s only liability to the Client is as set out in this clause. Claims based on product liability will not be accepted by SISTEMIZA in situations other than those specified in the previous paragraphs and are limited to a total amount of three hundred thousand (300,000.00) Euros for personal and material damages.
  13. LIMITATIONS TO THE WARRANTY AND LIABILITY
    13.1 Without prejudice to other exclusions contained in the previous clause, the warranty does not apply to non-conformities that result, without being exhaustive, from:
    a. Improper storage by the Client after arrival at destination.
    b. Improper assembly when not carried out by SISTEMIZA.
    c. Inadequate maintenance, including the failure to replace damaged parts or the periodic reviews advised by SISTEMIZA.
    d. Damages caused because of the Client’s failure to observe the proper safety conditions during the handling and transport of the products.
    e. Modifications to the Product or additions not authorized by SISTEMIZA.
    f. Non-conformities and defects caused by actions or negligence committed after the Products were handed over to the first carrier.
    g. Use of components, materials, parts, or spare parts that were not supplied by SISTEMIZA or without its prior authorization; or use in environmental conditions different from those contemplated in the specifications.
    h. Material or component damage that occurs due to normal wear and tear.
    i. Use by the Client for industrial applications or processes other than those communicated to SISTEMIZA as the basis for preparing the Offer and specifications.
    j. Use of the products by the Client not in accordance with the operating manuals or specific instructions provided by SISTEMIZA.
    k. Loss of profits due to damages caused by the products, including but not limited to production stoppages or loss of profits.
    l. Joints, glass or plastic items, porcelain, rubber, paint, or electrical/electronic equipment.
    m. Leaks, meaning the total or partial loss of fluids from the system.
    n. Claims of any kind arising from the United States or Canada.
    13.2 The Client agrees that the maximum and accumulated liability of SISTEMIZA, for all concepts (including penalties for non-performance) arising from the execution of this Contract, shall be limited to the Contract Price.
    13.3 The warranty for products or components not manufactured by SISTEMIZA shall be that provided by their respective manufacturers.
    13.4 In the event that an intervention requires unsealing and resealing, even if under warranty, the costs billed for measurement instrument services (SIM) or any other control body shall be borne by the Client.
  14. INTELLECTUAL AND INDUSTRIAL PROPERTY
    14.1 The Client agrees and guarantees that: (a) All intellectual and industrial property rights associated with the products belong entirely to SISTEMIZA; and (b) The Client will not infringe any intellectual or industrial property rights of SISTEMIZA.
    14.2 Nothing in these General Conditions of Sale (GCS) shall be interpreted as implying the transfer, assignment, license, sublicense, or right of use in favor of the Client over the intellectual and industrial property rights owned by SISTEMIZA.
  15. CONFIDENTIALITY
    15.1 FOR THE PURPOSES OF THESE GENERAL CONDITIONS OF SALE (GCS), “CONFIDENTIAL INFORMATION” SHALL MEAN ANY OF THE FOLLOWING:
    a. Patents, trademarks, technical or technological knowledge, including the technical solutions contained in the offers of SISTEMIZA, experience, know-how, inventions, instructions, products, production data, techniques, processes, methodologies, diagrams, designs, specifications, formulas, samples, programs, reports, work in progress and previous work done, developments, visual demonstrations, concepts, and any related information belonging to SISTEMIZA.
    b. Financial, business, commercial, sales, IT data, or any other information related to the business activity of SISTEMIZA.
    c. Any other information disclosed at any time by SISTEMIZA, regardless of the medium in which it is contained, and marked as Confidential Information or, even if not marked as such, could be considered Confidential Information given the circumstances.
    Regardless of the medium, whether disclosed directly by SISTEMIZA to the Client or to which the Client has had indirect access through servers, platforms, or developments not accessible to the public.
    15.2 The Client agrees to maintain the strictest confidentiality of the Confidential Information provided by SISTEMIZA for the performance of their contractual obligations and not to use it for their own benefit or disclose it to third parties without the prior written consent of SISTEMIZA.
    15.3 The Client expressly agrees that the technical solutions contained in the Offers are Confidential Information of SISTEMIZA, committing to not use them except within the framework of the Contract and to not disclose them to third parties.
    15.4 Unless explicitly rejected in writing by the Client, the Client authorizes SISTEMIZA to mention the CLIENT’S NAME and LOGOS, and the PROJECT CARRIED OUT for them, in its website, presentations, or catalogues, as well as to publish photographs of said project.
  16. CAUSES OF TERMINATION
    16.1 The Contract may be terminated with immediate effect upon written notice in the event of a serious breach by either Party of their obligations, unless the Contract specifies another consequence. Without being exhaustive, serious breaches that may entitle SISTEMIZA to request termination include:
    a. A delay of more than 30 days in the agreed payment date of any invoice issued by SISTEMIZA under the Contract.
    b. The failure of the Client to provide the payment guarantees required in the Offer.
    c. The suspension of the execution of the Contract for a period exceeding sixty (60) calendar days due to reasons beyond SISTEMIZA’s control, including force majeure.
  17. FORCE MAJEURE
    17.1 Neither SISTEMIZA nor the Client shall be responsible for failure or delay in performance caused by circumstances beyond reasonable control or that make execution commercially impracticable, including but not limited to fires, storms, floods, earthquakes, explosions, accidents, terrorist actions, insurrections, riots, civil disturbances, strikes, other labor disputes, sabotage, epidemics, quarantines, or other similar events, judicial or administrative actions, including customs controls, and other external circumstances such as trade embargoes or bankruptcy of transport or supplier companies. In the event of a delay caused by force majeure, the delivery and payment dates will be appropriately adjusted.
  18. NO ASSIGNMENT
    18.1 The Client may not assign their contractual position or any of their rights and obligations under the Contract without the prior written consent of the other party.
  19. INDEPENDENT CONTRACTORS
    19.1 SISTEMIZA and the Client are legally independent companies and acknowledge that the Contract does not create any form of employment, corporate, agency, or franchise relationship, either de facto or de jure, between them, and neither Party may act as a representative or bind the other in any way.
  20. APPLICABLE LAW AND DISPUTE RESOLUTION
    20.1 These GCS and the Contract shall be governed by and construed in accordance with Spanish law.
    20.2 In case of a dispute arising from the interpretation or execution of these GCS or the Contract, the parties, expressly waiving any other jurisdiction that may apply, agree to submit the dispute for final resolution to arbitration by the International Court of Arbitration of the International Chamber of Commerce in the case of international sales, or the Spanish Court of Arbitration in the case of domestic sales, which, as applicable, shall be responsible for administering the arbitration and appointing an arbitrator in accordance with its procedural rules. The arbitration shall take place in Paris or Zaragoza and the language of the arbitration shall be the one used during the negotiation between the parties, who expressly agree in advance to comply with the arbitral award. The costs of arbitration will be borne by the Party whose claims are dismissed.