1. General Terms and Conditions
These General Terms and Conditions govern the purchase of COLORKER, S.A. (“Colorker”) products by the Customer. Its content is attached to the back of the product order form, where the special terms and conditions of sale are outlined (the “Special Terms and Conditions”). If there is a discrepancy between the General Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail. The General Terms and Conditions must be expressly accepted by the Customer. Once accepted, any order by the Customer will imply acceptance of these General Terms and Conditions. Colorker reserves the right to amend and/or update these General Terms and Conditions. It will inform the Customer in advance, in writing, to ascertain their approval or refusal if substantial. It will be considered that the Customer expressly accepts the amendments or updates if, once the amendment and/or update has been disclosed, the Customer places a new order with Colorker. In any event, the amendments and/or updates of the General Terms and Conditions will fully supersede the existing terms, starting to take effect from the new order date.
Orders will be made by the Customer by telephone, email, fax or in person at Colorker facilities. Once the order has been made, Colorker will issue the corresponding order form, which will indicate: the requested products, the place and time of delivery and any comments agreed by the Customer and Colorker regarding the order (the “Order Form”). The issue of the Order Form will be understood as Colorker’s express acceptance of the order. The Order Form will be sent to the Customer by email, fax or any written means agreed with the Customer. The Order Form must be accepted by the Customer by email, fax or in person, within ten (10) working days after sending. If the Customer does not acknowledge receipt and approve the order form within the indicated period, this will be taken as a rejection of the order.
3. Terms and conditions of delivery
Colorker will deliver the products to the Customer in accordance with “Ex Works” (EXW) PARTIDA ELS PLANS. S/N. 12592. CHILCHES (CASTELLÓN) SPAIN - in accordance with Incoterms. Ed. 2010. ICC Publication.
4. Verification of orders and products
Colorker will make the products available to the transport company at its own facilities, in accordance with the agreed INCOTERM. The risks derived from the transport, unloading, insurance, export and import of products will be borne by the Customer, in accordance with the agreed INCOTERM. The transport company hired by the Customer will assume the risk of the operation from the moment that the products are made available in the transport method. The transport company and Colorker will check the products are in good condition, as well as the packaging, labelling and volume prior to loading. The loading of products into the transport method assumes that they are compliant and in perfect condition.
5. Packaging and labelling
All products will be packaged and labelled by Colorker in accordance with their nature, characteristics, storage and safety measures, suitable for sending to the Customer, in the best conditions and in accordance with applicable regulations. In the event of product export and import, the Customer will indicate to Colorker if there are specific standards in the import country regarding packaging and labelling, so that Colorker can adapt the order in accordance with the Customer’s instructions. Colorker will not be held liable for a delay in delivery caused by the products being held at the border, nor the costs that this could entail. In these circumstances, Colorker will endeavour to resolve the problem with the shipment in good faith and as promptly as possible. If the Customer surrenders the order, it must pay 100% of costs caused by the products being held at the border. Colorker’s products and packaging comply with the First Additional Provision of Law 11/1997 regarding packaging and packaging waste, for which the Customer is responsible for its management.
On receipt of the order, the Customer will check that the packaging, labels and products are in good condition, and it will confirm that the volume of delivered products matches the delivery slip signed by Colorker and the transport company. The Customer will sign the delivery slip to confirm acceptance. Colorker’s warranty is limited by the Order Form and the description of products in Colorker’s catalogues, website and official documentation. The Customer will have a claims period from the date of receipt of the products indicated on the delivery slip (the “Delivery Date”), which is:
Colorker will not accept any claim due to visible defects in the goods after their installation. Any claim must be sent in writing to Colorker, indicating the reasons for the claim and attaching a signed copy of the delivery slip. If the claim is based on non-compliance relating to product quality, the claimant must also send a sample of the products sent to conduct the corresponding tests and checks, in order to verify the indicated defect. Colorker will not accept claims submitted without the delivery slip, without the product sample or once the claim period has ended. Once the indicated claim periods have ended, it will be understood that the order and products are compliant. Provided that the claim was submitted in due time and Colorker accepts it in writing, the Customer will be entitled to opt, at their discretion, between: 1) new goods being exchanged in return for the faulty goods; 2) a refund of the price paid in return for the faulty goods. If they choose to return the product, the Customer must return the products with the original packaging in perfect condition.
Colorker does not assume any liability with regards to the consequences derived from the installation, use and application of its products by the Customer. The Customer must conduct the corresponding preventive tests in order to ensure that the products comply with thermal, location, installation and any other conditions, and that these are compliant for their installation and suitable for use in the specific circumstances indicated by the Customer.
8. Right to offset
Colorker reserves the right to offset any amount which Colorker owes to the Customer against any sum which the Customer owes to Colorker.
9. Reservation of ownership
Colorker retains full ownership of products sold until complete and effective payment of the invoiced price and amounts by the Customer. The Buyer is required to inform Colorker about all measures adopted by third parties which affect the products whilst owned by Colorker. Moreover, the Customer is required to identify Colorker as a beneficiary of the corresponding insurance policies with regards to products where reservation of ownership remains in force. The Customer can transform or resell the products within the framework of normal business management. Product transformation does not transfer ownership to the Customer. The Customer transfers all credit claims to Colorker arising from the resale of products, whether transformed or not, which are partially or fully subject to reservation of ownership. On request by Colorker, the Customer must notify this transfer to its own buyers. The total credit transferred and collected by the Seller in these cases will be applied, in the first instance, to the payment of agreed late interest. The remaining amounts, where applicable, will be applied to invoice amounts.
10. Data Protection Law (LOPD)
Pursuant to Organic Law 15/1999 of 13 December regarding Personal Data Protection, the personal data supplied by the buyer will be incorporated into files held by COLORKER, in order to maintain the contractual relationship, control and manage sales and the corresponding collections. The buyer can exercise their rights to access, rectify, delete and/or object to processing in writing, including a copy of their national ID or equivalent identification document, sent to COLORKER, S.A. (Ref. DPO), Ctra. de Alcora Km. 21.3, 12110 L'Alcora, Castellón.
The price of products will be the one indicated, in each case, on the Order Form. All prices are understood to be determined in Ex Works conditions (they do not include taxes, duties, shipment costs, export and import or any other costs). The prices will match those fixed, at any time, in the Colorker official brochures and leaflets. The invoiced price will be the one indicated in the Order Form confirmed by the Customer. The Customer must verify that the invoices issued by Colorker are compliant. Any claim relating to the price on the invoice must be submitted to Colorker in writing within a maximum period of 14 days from the date of issue of the invoice in question.
12. Payment Terms and Conditions
The payment terms will be fixed in the Order Form in view of the specific circumstances of the order. The place that the products are sent (Spain, EU, International) and Customer characteristics (company or consumer) will be taken into consideration, in accordance with applicable standards in each case. A payment default authorises Colorker to (i) claim immediate payment of the invoiced amount, along with accrued interest; (ii) retain all pending orders; (iii) require payment in advance for the delivery of future orders, even when the Customer is not in debt; as well as (iv) claim the corresponding damages.
13. Invalid clauses
If any of the clauses in these General Terms and Conditions are found to be totally or partially invalid or void, it will be replaced by a new and valid clause, which is as close as possible to the legal and economic purpose of the replaced clause. The other clauses will remain in force and will continue to apply.
14. Applicable legislation
The parties submit any sales and supply of Colorker products between Colorker and the Customer to Spanish law.
The parties expressly waive their own jurisdiction which might apply and refer to the courts and tribunals of Castellón to resolve any dispute, conflict or claim which arises in relation to the business relationship established between the parties for the sale and delivery of the goods, specifically those indicated in these General Terms and Conditions of Sale, including disputes relating to its formation, legal validity, amendment or termination.