General Sales and Delivery Conditions for EINSA

Unless otherwise agreed upon specifically by the parties, the general sale and delivery conditions described below shall apply to all agreements and contracts established between EINSA and the Buyer.

1. OBJECTIVE

  1. The identification details of the Parties, the products to be supplied, prices, fees and payment conditions shall be those indicated in the Specific Conditions of the contract/agreement.
  2. Unless otherwise stipulated expressly and in writing, the provisions of this document shall apply.
  3. All estimates shall be valid for 30 days from the date of the same, and they shall be subject to acceptance in writing by the Buyer.

2. PRICE AND PAYMENT METHOD

  1. The fees do not include VAT, or any other tax, nor transport, off-loading and insurance (these will be indicated separately, when applicable, in the Specific Conditions).
  2. EINSA may invoice the Buyer for the balance due corresponding to the Products at any time following delivery (or when made available).
  3. When advanced payment has been agreed upon, EINSA shall not begin production until payment has been made by the Buyer. The moment of payment will be crucial; should the Buyer fail to fulfil their payment obligations, they shall be required to compensate EINSA for all expenses and legal fees incurred to recover the amounts due and unpaid.
  4. EINSA shall charge a daily late payment fee at a monthly interest rate of 1.5%. Any amount received will first cover the interest due and then the principal of the balance due, in chronological order of the invoices.
  5. EINSA may request payment for any additional work required due to modifications by the Buyer to the agreement indicated in the estimate, confirmation of the order or contract, such as:
    1. Deviation of Materials or paper supplied by the Buyer, or when they are incomplete, inappropriate or defective.
    2. Any additional work due to changes or modifications to the work requested by the Buyer after work has begun.
    3. Any additional work due to a request by the Buyer for more proofs than those agreed to in the estimate.
    4. Storage, delivery, handling and dispatching of materials and digital or analogue tools after delivery of the merchandise.
    5. Any additional work carried out as a result of an inability to complete the tasks in continuous production due to factors that may be attributed to the Buyer.

3. DELIVERIES

  1. No delivery estimate shall be binding for EINSA until the confirmation order has been issued.
  2. In the event that delivery terms are agreed up other than “Ex Works”, the Buyer must notify EINSA, at least 10 days prior to the estimated loading date, of any information necessary to make the Products available in an appropriate manner.
  3. EINSA’s obligation to respect the delivery dates agreed shall be adjusted in the event of:
    1. Incomplete or late delivery by the Buyer of the files, digital material, proofs, etc.
    2. Delay and defects in quantity or quality of the materials or products provided by the Buyer.
    3. Delay in the information from the Buyer on the exact location and times for delivery (when appropriate).
    4. Failure to make payment in the case of advanced payment.
    5. Force majeure, such as uprisings, war, disturbances or similar situations, strikes, lockouts.
    6. In general, for any reason that cannot be attributed to EINSA.
  4. The Product off-loading expenses, as well as liability deriving from such operations shall be the sole responsibility of the Buyer.
  5. The Buyer must obtain, at their own expense and risk, any export or import licence or other official authorisation, completing, when necessary, all customs formalities related to exporting the products.

4. OWNERSHIP, COPYRIGHT, ETC.

  1. The copyright to any draft or preliminary concept, creative presentation, original material or similar developed by EINSA shall become the property of EINSA and may not be revealed to any third party without the consent of EINSA.
  2. All preliminary drafts, intermediate products, materials, tools, etc. produced or obtained by EINSA for use in relation to the delivery shall become the property of EINSA, regardless of whether the materials obtained were invoiced separately.
  3. EINSA shall have the right to run a reasonable number of printing proofs for their own use. The results of these proofs shall be used by EINSA for advertising purposes only and may not be sold.
  4. The risk shall be transferred to the Buyer as soon as the Products covered by the contract/agreement are made available.

5. QUALITY

  1. The Products shall comply with the quality conditions established in the Specific Conditions.
  2. If the Buyer supplies raw materials for the Products, they shall be liable for any defects in the same or their non-compliance with the Contract.
  3. Should any of the products made available/supplied by EINSA not comply with the agreement between the Parties, EINSA, at its own discretion, may either repair or replace the products in question or discount or, if EINSA has already been paid, reimburse the price of the same from the total price established in the Specific Conditions. Whenever so requested by EINSA, the Buyer shall return the affected Products or the defective portion of the same, and EINSA shall not be obliged in any way regarding any defects noted in the same until they have been returned. EINSA shall not be held liable for any errors that the Buyer did not correct in the proofs, whether digital, low resolution or others. This point shall also apply in the cases in which the Buyer does not wish to receive proofs.
  4. EINSA reserves the right to use paper of a weight varying up to a maximum of 5% from the weight indicated in the contracts, estimates and/or order confirmations. Furthermore, the print run may vary +/-5% from the agreed number. In cases in which maximum or minimum quantities are ordered, the tolerance shall be –10% and +10%, respectively.
  5. Complaints regarding non-approval of the deliveries shall be made in writing within 8 days from the date of the actual delivery. Complaints related to damages suffered during transport shall be made immediately upon receipt of the merchandise, accompanied by the properly completed transport documentation, preferably with photographs. In the event that the complaint is not formalised, or it is formalised late, the Buyer’s right to claim due to said non-approval shall expire.

6. LIABILITY

  1. EINSA’s liability regarding claims shall be limited to direct and real damages (excluding indirect or consequential damages, including lost earnings) that may arise solely due to clear and evident negligence by EINSA, duly certified by the Buyer.
  2. The full liability of EINSA as regards any claim made by the Buyer shall not exceed the total amount to be received by EINSA (taxes not included) by virtue of the contractual relationship in question.
  3. The Buyer will be liable for all damages caused to third parties a as result of the use and possession of the Products from the moment they are made available to them.

7. SUBCONTRACTING AND TRANSFER

  1. EINSA may subcontract with other suppliers to carry out all or part of the work related to the Products. Likewise, EINSA may transfer this contract to any other company belonging to its same business group.
  1. The Buyer may not transfer this Contract, in whole or in part, without the express prior consent of EINSA. It will also be necessary in the event of Contract transfer due to the merger or split, in whole or in part, of the Buyer.

8. PRINTER

  1. EINSA shall have the right to be mentioned as the “Printer” on the printed material.

9. LOCATION AND APPLICABLE JURISDICTION

  1. These General Conditions are subject to Spanish legislation.
  2. For all discrepancies that may arise in the interpretation or execution of these General Conditions and for any other matters that may arise between the Parties regarding the contractual relationship between them, the Parties shall submit to the jurisdiction of the Courts of the City of Alcobendas, Madrid, expressly waiving any rights that they may have to other jurisdictions.