GGENERAL TERMS AND CONDITIONS OF SALE OF AGRIA HISPANIA, S.L.
1. Scope of Application
1.1. These General Terms and Conditions of Sale shall apply to all offers, sales, supplies and deliveries of new or used machines, accessories, spare parts, components and services made by AGRIA HISPANIA, S.L. to the professional purchaser.
1.2. These General Terms and Conditions shall prevail over any other general or particular terms and conditions of the purchaser, unless expressly accepted in writing by AGRIA HISPANIA, S.L.
1.3. The placing of an order by the purchaser, as well as the acceptance of an offer, quotation, order confirmation, pro forma invoice or delivery of goods, shall imply full acceptance of these General Terms and Conditions, unless otherwise agreed in writing and signed by both parties.
2. Orders and Formation of the Contract
2.1. AGRIA HISPANIA, S.L. shall only consider binding those orders submitted in writing and expressly accepted in writing by AGRIA HISPANIA, S.L.
2.2. The order must be issued by a person duly authorised to bind the purchaser and must include, at least, the identity of the purchaser, the product requested, the applicable configuration or specification, the price, the payment method, the place of delivery and any special conditions agreed.
2.3. The contract of sale shall only be deemed concluded once AGRIA HISPANIA, S.L. has issued its corresponding written order confirmation.
2.4. Any prior statements, catalogues, commercial data sheets, price lists, images, weights, dimensions, performances, capacities or technical specifications shall be for information purposes only, unless expressly incorporated into the order confirmation.
3. Price
3.1. Unless otherwise agreed in writing, all prices are stated in euros, excluding taxes, duties, fees, registration costs, homologation costs, transport, insurance, unloading, assembly and any other ancillary charges.
3.2. The applicable price shall be the one stated in the offer or in the written order confirmation issued by AGRIA HISPANIA, S.L.
3.3. Prices do not include freight charges within or outside the Iberian Peninsula, unless expressly agreed otherwise.
3.4. If, prior to delivery, there are significant increases in the costs of raw materials, energy, transport, insurance, customs duties, taxes, exchange rates, regulatory costs or procurement costs directly affecting the contracted supply, AGRIA HISPANIA, S.L. may revise the price upon prior written notice to the purchaser. If the purchaser does not accept such revision, AGRIA HISPANIA, S.L. may terminate the unperformed part of the order without any further liability.
4. Delivery Terms and Incoterms
4.1. Unless otherwise agreed in writing, all sales shall be made under EXW Amorebieta (Bizkaia, Spain), Incoterms® 2020.
4.2. Accordingly, the risk of loss of or damage to the goods shall pass to the purchaser when the goods are placed at its disposal at the premises of AGRIA HISPANIA, S.L.
4.3. If, at the purchaser’s request, AGRIA HISPANIA, S.L. arranges transportation, it shall do so for the purchaser’s account, risk and expense, unless otherwise agreed in writing.
4.4. Delivery times shall only start to run once all of the following conditions have been met:
a) written acceptance of the order by AGRIA HISPANIA, S.L.;
b) fulfilment by the purchaser of the agreed advance payment conditions;
c) receipt by AGRIA HISPANIA, S.L. of all technical, documentary and administrative information necessary for the performance of the order.
5. Delivery Times
5.1. Delivery times indicated by AGRIA HISPANIA, S.L. shall be estimated only and shall not be of the essence, unless expressly agreed otherwise in writing.
5.2. Delay in delivery shall not entitle the purchaser to cancel the order or claim compensation, except in the event of wilful misconduct or serious breach exclusively attributable to AGRIA HISPANIA, S.L. and provided that the delivery date had been expressly agreed as being of the essence.
5.3. AGRIA HISPANIA, S.L. shall not be liable for delays caused by, among others, force majeure, strikes, logistical disruptions, shortage of or delay in supplies, transport incidents, shortage of components, acts of authorities, regulatory, customs or homologation issues, or any other cause beyond its reasonable control.
5.4. If the purchaser requests modifications, special configurations or accessories not included in the current general catalogue, the initially scheduled delivery times shall be automatically revised.
6. Modification or Cancellation of the Order
6.1. Once confirmed by AGRIA HISPANIA, S.L., the order may not be modified or cancelled unilaterally by the purchaser without the express prior written authorisation of AGRIA HISPANIA, S.L.
6.2. Any request for modification or cancellation must be made in writing and addressed to the relevant sales representative.
6.3. If accepted by AGRIA HISPANIA, S.L., the purchaser shall pay all direct and indirect costs, expenses and losses caused, including, among others, administrative, logistical, production, procurement, storage, quality control, reconditioning and stock management costs, as well as any price increase resulting from the requested modification.
6.4. In any event, machines, components, accessories or special configurations requested by the purchaser which are not part of the current general catalogue, or which have been specifically manufactured, adapted, procured or reserved for such order, may not be modified or cancelled.
7. Receipt, Inspection and Claims
7.1. The purchaser shall inspect the goods upon receipt or collection.
7.2. Any claim relating to apparent shortages, visible damage, errors in quantity, model or configuration must be made in writing within a maximum period of five (5) business days from delivery or from the date the goods were made available.
7.3. Hidden defects must be notified in writing as soon as they are detected and, in any case, within the period and in accordance with the procedure set out in the warranty policy of AGRIA HISPANIA, S.L.
7.4. No claims shall be accepted if the goods have been used, modified, resold, handled by unauthorised third parties, or if the instructions for use, maintenance, preservation or safety provided by AGRIA HISPANIA, S.L. have not been followed.
7.5. The purchaser acknowledges having received, accepted and returned signed the specific warranty conditions of AGRIA HISPANIA, S.L., which shall supplement these General Terms and Conditions.
8. Warranty
8.1. The commercial warranty of AGRIA HISPANIA, S.L. shall be governed exclusively by the specific warranty policy document in force on the date of supply.
8.2. Unless expressly stated otherwise, the warranty shall only cover manufacturing or material defects and shall exclude, among others, normal wear and tear, improper use, lack of maintenance, unauthorised repairs, use of non-original spare parts, accidental damage, corrosion, improper storage and any action contrary to the manufacturer’s technical instructions.
8.3. The liability of AGRIA HISPANIA, S.L. under warranty shall be limited, at its sole discretion, to the repair, replacement or reimbursement of the value of the defective part or component, excluding indirect damages, loss of profit, loss of production, loss of contracts, downtime, transport, travel expenses, cranes, substitute rentals or any other damages or costs not expressly assumed in writing.
9. Returns
9.1. No return of machines, accessories or materials shall be accepted without the prior express written authorisation of the Management of AGRIA HISPANIA, S.L.
9.2. If a return is authorised, the purchaser must submit a written request and AGRIA HISPANIA, S.L. may apply, at a minimum, a deduction of twenty per cent (20%) of the price of the returned goods, without prejudice to additionally charging transport, inspection, reconditioning, dismantling, restocking, depreciation or administrative management costs, where applicable.
9.3. Returns may only be accepted for machines returned in their original configuration, together with all documentation, accessories and safety items, in perfect condition, unused or with only minimal use expressly accepted by AGRIA HISPANIA, S.L.
9.4. No returns shall be accepted for special orders, off-catalogue configurations, custom-manufactured or adapted products, or materials expressly procured for a specific order.
10. Payment Terms
10.1. Unless otherwise agreed in writing, payment shall be made as follows:
a) 20% of the total amount upon order confirmation;
b) the remaining 80% before collection, delivery or dispatch of the goods from the premises of AGRIA HISPANIA, S.L.
10.2. If deferred payment is exceptionally authorised, it shall start to run from the invoice date, unless otherwise agreed in writing.
10.3. Special orders, specifically configured machines, non-standard accessories or off-catalogue supplies shall not be subject to deferred payment, unless expressly accepted in writing by AGRIA HISPANIA, S.L.
10.4. AGRIA HISPANIA, S.L. may suspend the manufacture, dispatch or delivery of pending orders if the purchaser defaults, suffers deterioration of its financial position, exceeds granted risk limits, or if there are reasonable indications of non-performance.
10.5. The purchaser may not withhold payment or set off any amounts unilaterally without the prior written consent of AGRIA HISPANIA, S.L.
10.6. The place of performance of the payment obligation shall be the registered office of AGRIA HISPANIA, S.L., unless otherwise agreed in writing.
11. Late Payment and Default
11.1. Any delay in payment shall automatically accrue, without prior notice, default interest at the rate applicable under Law 3/2004 of 29 December, or, if higher, the interest expressly agreed between the parties.
11.2. In addition, in the event of late payment, AGRIA HISPANIA, S.L. shall be entitled to claim the minimum fixed compensation for recovery costs established by law, as well as any other duly evidenced recovery costs exceeding such amount.
11.3. Total or partial non-payment of any invoice on its due date shall entitle AGRIA HISPANIA, S.L. to declare all outstanding amounts immediately due and payable, suspend supplies in progress, terminate pending orders or contracts, and demand immediate payment of all due and undue debts arising from the commercial relationship.
11.4. Any postponement or occasional tolerance in collection shall not constitute novation or waiver of any rights of AGRIA HISPANIA, S.L.
12. Retention of Title
12.1. Title to the goods supplied shall remain vested in AGRIA HISPANIA, S.L. until full payment of the principal, taxes, interest, costs and any other amounts owed by the purchaser in respect of the relevant supply.
12.2. Until such full payment has been made, the purchaser undertakes to keep the goods properly identified, separated where possible, insured against ordinary risks and in good condition, and not to remove, alter, pledge, transfer or encumber them without the prior written authorisation of AGRIA HISPANIA, S.L.
12.3. In the event of non-payment, insolvency, bankruptcy, liquidation or a clear risk of non-payment, AGRIA HISPANIA, S.L. may recover the goods supplied, without prejudice to additionally claiming the outstanding amounts, damages, interest and recovery costs.
13. Force Majeure
13.1. Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay is due to force majeure or circumstances beyond its reasonable control.
13.2. For these purposes, the following shall be deemed included, among others: labour disputes, fire, flooding, severe weather events, pandemics, war, administrative restrictions, energy shortages, shortage of raw materials, transport disruptions, failures of strategic suppliers, cyber incidents or interruptions of essential supplies.
13.3. While the force majeure event continues, the affected obligations shall be suspended. If such situation continues for more than ninety (90) days, AGRIA HISPANIA, S.L. may terminate all or part of the unperformed contract without any further liability.
14. Personal Data Protection
14.1. The personal data of the purchaser’s natural person contact persons shall be processed by AGRIA HISPANIA, S.L., as data controller, for the purpose of managing the commercial, contractual, administrative, accounting, logistics, technical and after-sales relationship, as well as for compliance with legal obligations.
14.2. The legal basis for the processing shall be the performance of the contractual relationship, compliance with legal obligations and, where applicable, the legitimate interest of AGRIA HISPANIA, S.L. in the proper management of its commercial relationships.
14.3. The data may be disclosed to financial institutions, credit insurers, carriers, logistics providers, advisors, auditors, public administrations and other third parties where such disclosure is necessary for the performance of the contract or compliance with legal obligations.
14.4. The data shall be retained for the time necessary for the performance of the contractual relationship and, thereafter, for the statutory limitation or retention periods required by law.
14.5. Data subjects may exercise their rights of access, rectification, erasure, objection, restriction of processing and, where applicable, portability, by written notice addressed to AGRIA HISPANIA, S.L., at Barrio Euba s/n, 48340 Amorebieta-Etxano, Bizkaia, Spain, or through any channel enabled by the company for such purpose.
14.6. Data subjects shall also have the right to lodge a complaint with the competent supervisory authority if they consider that the processing does not comply with the applicable regulations.
15. Governing Law and Jurisdiction
15.1. These General Terms and Conditions, as well as any offer, order, supply or contract entered into with AGRIA HISPANIA, S.L., shall be governed by and construed in accordance with Spanish law.
15.2. The application of the United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on 11 April 1980, is expressly excluded.
15.3. For any dispute arising out of or in connection with the interpretation, performance, termination or enforcement of these General Terms and Conditions or the contracts to which they apply, the parties, expressly waiving any other jurisdiction to which they may be entitled, submit to the Courts of Bilbao, Spain, unless otherwise agreed in writing.
16. Miscellaneous
16.1. Should any provision of these General Terms and Conditions be held null or invalid, such nullity or invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
16.2. The failure or delay by AGRIA HISPANIA, S.L. in exercising any right shall not constitute a waiver thereof.
16.3. In the event of any discrepancy between language versions of these General Terms and Conditions, the Spanish version shall prevail, unless otherwise agreed in writing.
Company Details
AGRIA HISPANIA, S.L.
Registered office: Barrio Euba s/n, 48340 Amorebieta-Etxano (Bizkaia), Spain.
Registered with the Commercial Registry of Bizkaia, Volume 5591, Folio 167, Sheet BI-67463.