This English version is provided for information only. In the event of any discrepancy, the Spanish version shall prevail.

General terms and conditions of sale

1. General

The products offered by BILANZ QUALITAT® are intended solely for professionals and businesses; the terms and conditions set out herein therefore apply only to those who qualify as professionals or businesses.

These terms and conditions of sale and supply shall apply and shall prevail over any previous terms and conditions of sale and supply or over any different terms and conditions the Buyer may have.

Any modification of these general terms and conditions, as well as the use of different general terms and conditions, must be expressly accepted and signed by a duly authorised representative of BILANZ QUALITAT®.

The purchase of our products by the Buyer implies acceptance of these terms and conditions of sale and supply.

2. Orders

All orders become legally valid upon the customer’s written acknowledgement to BILANZ QUALITAT® of the content of the order confirmation sent by BILANZ QUALITAT® (document with reference COXXXX-XXXX) or, failing that and as a last resort, upon acceptance of delivery.

Orders sent by the customer for processing by BILANZ QUALITAT® must be duly identified with the order number and the associated quotation, and must be signed and stamped by the Buyer.

A partial order of a quotation shall invalidate the terms of that quotation, since all the items quoted are considered essential for its proper operation.

3. Prices and carriage

All prices and discounts are subject to the price list in force on the date of delivery.

Discounts are linked to turnover and will be notified to the Buyer in a specific table according to turnover bands.

Specific discounts for particular quotations shall be subject to the terms of that offer and shall be invalidated if the special conditions stated in the quotation are not met.

Carriage is not included in the sale prices.

Where it is expressly and specifically agreed that carriage is to be paid by BILANZ QUALITAT®, the company reserves the right to engage the transport services and method it considers appropriate. However, transport shall be borne by the Buyer if the Buyer requests that it be carried out by a company other than the one designated by BILANZ QUALITAT®.

Orders of €300 net (excluding VAT) or less will not be processed and, if processed, will entail an invoice of €90 gross for handling charges.

The customer may collect the material using their own means, but must meet the minimum order requirement; otherwise, they must pay €90 gross for handling charges.

4. Terms of payment

The first purchase by a customer or prospective customer shall always require payment in advance.

Credit for subsequent transactions in Spain will be assessed by our administration department for each transaction, based on the customer’s risk reports at the time.

In any case, the maximum payment term for domestic customers is 30 days from the invoice date.

Purchases by international customers must always be paid by advance bank transfer and will carry a currency exchange charge of between €80 and 2% of the order amount, depending on the transaction. This amount may vary according to the exchange rate between the customer’s payment currency and the euro, which is the currency in which BILANZ QUALITAT® receives payment.

International payments will also carry €80 in bank charges.

Payment shall be deemed to have been made when BILANZ QUALITAT® has free disposal of the funds. All bank charges that may arise as a result of payments shall be borne by the Buyer.

Claims made by the Buyer do not extend the payment term. BILANZ QUALITAT® reserves the right to modify the terms of payment at any time or to suspend performance of the contract where, in the opinion of BILANZ QUALITAT®, the Buyer’s financial situation or payment history so warrants.

The means of payment accepted by BILANZ QUALITAT® are:

• Bank transfer to our account (domestic and international transactions).
• Bank draft by direct debit (domestic transactions).

If the Buyer fails to pay any of the invoices when due, BILANZ QUALITAT® may bring the relevant actions conferred on it by law. Non-payment of any invoice shall entitle BILANZ QUALITAT® to declare due any other invoice owed to it by the Buyer.

Costs, commissions and any other additional charges shall be borne by the Buyer, unless otherwise agreed in writing by an authorised agent of BILANZ QUALITAT®.

Installations and equipment shall be delivered subject to a condition precedent until full payment of the quoted amount for the work, with retention of title in favour of BILANZ QUALITAT®. Therefore, the sale shall not be deemed completed, nor shall ownership of the equipment, accessories, reagents, studies, reports, installations and/or any other material be transferred to the Buyer, until the Buyer has paid the full quoted price.

Both the condition precedent and the retention of title shall automatically lapse once the full quoted price has been paid, and from that moment the equipment, accessories, reagents, studies, reports, installations and/or any other quoted material shall become the property of the Buyer.

5. Order cancellation

Cancellation costs range from 25% if the order has been processed to 50% if the order is already ready for collection or dispatch, and reach 75% in the case of special or non-catalogue equipment.

Custom-made equipment cannot be returned.

6. Deliveries and delivery delays

Unless expressly agreed otherwise, deliveries shall be made Ex Works (EXW) at the registered office of BILANZ QUALITAT®.

Risk shall be deemed to pass to the Buyer when the product is made available to the Buyer or to the carrier at the registered office or at any of the premises of BILANZ QUALITAT®, even where delivery is made carriage paid.

Delivery dates are subject to the availability schedule. The delivery period shall be calculated from the date of the order acknowledgement. BILANZ QUALITAT® shall not be liable for failure to meet the delivery dates set out in the order acknowledgement or in the delivery schedule. Partial deliveries shall be permitted and shall be invoiced at the agreed price, with the transport conditions in force remaining applicable.

Any modification, partial or total, of the order made by the customer shall invalidate the delivery periods indicated by BILANZ QUALITAT®, and the customer must request a new delivery period.

BILANZ QUALITAT® shall not be liable for delays in performing the provisions of this contract where these are due to causes not attributable to BILANZ QUALITAT® or beyond its control. By way of example and without limitation, the following are considered causes not attributable to BILANZ QUALITAT®: force majeure, adverse weather, pandemics, political or military conflicts, delays in transport or customs formalities, damage in transit, energy shortages or labour disputes, as well as delays in delivery or inability to deliver on the part of the suppliers of BILANZ QUALITAT®.

If the dispatch of products ready for shipment is delayed due to circumstances beyond the control of BILANZ QUALITAT® and/or for reasons attributable to the Buyer, BILANZ QUALITAT® may keep the goods in storage at the Buyer’s expense and risk; in that case, the goods shall be deemed delivered to and accepted by the Buyer, who shall be obliged to pay for them. Storage charges shall be 2% of the order amount per month, once the first 14 days have elapsed.

If the customer chooses to collect the goods with their own transport and informs BILANZ QUALITAT® accordingly, BILANZ QUALITAT® will indicate the collection hours at its facilities once the order confirmation has been sent or, failing that, when the material is ready for collection.

Unless expressly agreed otherwise, no material will be handed over outside the collection hours indicated by BILANZ QUALITAT®.

7. Warranty

The products are warranted against defects in materials or attributable to workmanship in manufacture. The Buyer must examine deliveries and check the products, quantities and qualities and, in general, that they conform to the orders. If defects are found, the Buyer must submit a written claim within 15 days of receipt of the product, with a detailed description of the defect. Otherwise, the delivery shall be deemed accepted.

In the case of hidden defects, the operating warranty period is 1 year from the invoice date. BILANZ QUALITAT® may choose between replacing or repairing the product, provided that it acknowledges that the product is defective. All warranty claims shall be made by written notice addressed to the technical department as soon as the defect is noticed. The product may only be returned with prior approval and in accordance with the express instructions of BILANZ QUALITAT®. The warranty set out herein excludes any other type of warranty, whether verbal or written. BILANZ QUALITAT® specifically disclaims explicit warranties of merchantability and fitness for a particular purpose. Products under warranty shall be sent to BILANZ QUALITAT® carriage paid, and repaired or replaced goods shall be sent carriage forward. BILANZ QUALITAT® does not accept goods sent carriage forward unless such carriage has been arranged by BILANZ QUALITAT®.

Labour, travel, subsistence allowances, accommodation and the costs of sending or receiving the material are not included in the warranty and must be paid by the customer. The cost of labour is €65/hour or part thereof, plus VAT. Travel, accommodation, subsistence and mileage costs must be checked before any request for assistance by asking BILANZ QUALITAT® for the corresponding quotation.

If the repair and/or inspection of equipment, software, server, application, cloud services or installations is not covered by the warranty, the customer must pay the cost of the repair, inspection and/or assessment, including materials, labour, travel, mileage, accommodation, subsistence and any other cost arising from such assessment, inspection and/or repair.

If the customer does not wish to have the equipment repaired, they must pay the cost associated with the assessment, inspection and/or repair of their equipment or installation.

The minimum charge for an assessment shall be €100 plus VAT.

BILANZ QUALITAT® will handle warranty claims from commercial intermediaries up to a maximum of one year from the invoice date, provided that they prove that the product was installed within the product’s operating warranty period (1 year).

BILANZ QUALITAT® will not accept warranty claims in the following cases:

• 1. Where the product is found to be working correctly.

• 2. Broken packaging or opened bottles.

• 3. Broken or tampered warranty seals on equipment and installations.

• 4. Where the product has clearly failed as a result of improper installation, use, handling or maintenance, or of force majeure, such as fire, flood, storms, power surges, unforeseeable or unavoidable events, or any other phenomenon not directly attributable to the product.

• 5. Where the products have been modified or tampered with.

• 6. Where the Buyer fails to meet its contractual payment obligations, in which case the warranty shall automatically cease.

• 7. Consumables and accessories, such as probes, reagents, vials, cuvettes, standards, adapters, etc., which are not covered by any warranty because they are not equipment and are considered consumables, unless the manufacturer offers an explicit warranty for a particular item, in which case the manufacturer’s warranty shall apply.

• 8. Chemical products that have been exposed to sunlight, heat, cold or adverse conditions, or whose containers and/or seals have been tampered with or damaged.

• 9. Damage caused to any product by the transport company.

8. Liability

The liability of BILANZ QUALITAT® is limited to damage affecting the products of BILANZ QUALITAT® themselves. Under no circumstances shall BILANZ QUALITAT® be liable for any other damage, whatever its cause.

In particular, BILANZ QUALITAT® is not liable for any material damage caused to the surroundings or for any personal injury caused to third parties where such damage is due to the chemical product used in dosing or to an incorrect determination of the dose of product to be applied. BILANZ QUALITAT® shall under no circumstances determine the dose of chemical product to be applied in the dosing device; determining the dose is the sole responsibility of the Buyer.

Nor shall BILANZ QUALITAT® be responsible for the misuse of installations or projects or for the repercussions that their improper use may have on third parties.

9. Industrial property rights

The Buyer’s use of the trade marks applied to the goods or packaging of BILANZ QUALITAT® shall have the sole purpose of identifying the goods in their original packaging and condition. The Buyer acknowledges and accepts that no other use of the trade marks of BILANZ QUALITAT® is permitted.

The use of the trade marks, trade names and logos of BILANZ QUALITAT® in publications or printed matter of any kind is only permitted with the express written authorisation of BILANZ QUALITAT®.

The registered status of these trade marks must be indicated by the ® symbol.

BILANZ QUALITAT® shall not be liable for any infringement of patents, copyright, trade marks or other industrial or intellectual property rights resulting from compliance with the Buyer’s designs, specifications or instructions.

10. General provisions

The Buyer shall ensure that the provisions of sections 7 and 8 are binding on all purchasers.

This contract is governed by Spanish law.

In the event of a dispute in connection with this contract, the Courts of Valencia shall have jurisdiction.

The Buyer may only assign the rights and obligations mentioned herein with the prior written consent of BILANZ QUALITAT®.

If any of the provisions of this contract should be null and void, the remaining provisions shall not be affected by such nullity.

All materials, including technical data, specifications, drawings or any other data supplied to the Buyer, are the exclusive property of BILANZ QUALITAT® and, as such, must be treated as confidential and may not be reproduced or made available to third parties. At the request of BILANZ QUALITAT®, such materials must be returned.

11. General terms and conditions for turnkey installations and commissioning

All installations shall have a one-year warranty from the date of delivery, provided that they are not misused.

All our equipment has a one-year warranty from its date of delivery.

The replacement of parts due to natural wear and tear, lack of maintenance, impacts or other causes arising from improper use of the equipment is excluded from the warranty.

The warranty does not include outbound and return carriage, travel or labour.

Panel consumables are not considered equipment and shall therefore have the warranty specified in their manuals.

Probes, testers and reagents are consumables and are therefore not covered by any warranty, except for those whose manuals expressly state otherwise.

The warranty conditions shall be those established by each manufacturer in accordance with the regulations in force.

12. Installation requirements to be provided by the customer

Electrical supply: the customer must provide a 230 V electrical connection less than 2 metres from the connection panel or from the measuring equipment supplied by BILANZ QUALITAT®.

Water supply: the customer must provide a hydraulic connection with process water, clean water and drainage less than 2 metres from the connection panel or from the measuring equipment supplied by BILANZ QUALITAT®.

An electrical control protection system must be installed for the pumps, together with protection against power surges and other weather-related problems for the measuring and control equipment. Failure to do so may cause damage to the equipment and loss of the warranty.

13. Not included in the quotation, order or invoice (unless expressly stated therein)

Work, equipment, probes, machinery, spare parts, labour, travel, subsistence allowances, etc. that are not expressly indicated in the attached quotation or order are not included.

By way of example, and without limitation, some items not included are listed below:

• Transport and packaging.
• Travel by vehicle, flights or train tickets, subsistence allowances and accommodation.
• Civil works.
• Repairs or reinstatement work on civil works elements.
• Outdoor housings or roofing to protect equipment from adverse weather.
• Levelling of the ground for proper anchoring to the floor.
• Legal or administrative costs (building permits, municipal licences, project legalisation, overheads, the project’s industrial profit, etc.).
• Lifting or unloading equipment, such as cranes, pallet trucks or any other means needed to unload the material and take it to its final position.
• Purging of lines, cleaning of hydraulic lines, conditioning of existing hydraulic and electrical lines, specific placement of material according to the manufacturer’s instructions, etc.; all of this shall be borne by the owner or by the person to whom the owner delegates.
• Interconnection with existing equipment.
• Dismantling of existing equipment.
• Removal and management of measuring and control equipment and accessories, or of any electrical or electronic equipment.
• Waste management of chemical products and their containers.
• Plastic waste management.

Note

Quotations or orders may be modified in their entirety following the visit by BILANZ QUALITAT® staff and verification of the initial conditions sent for assessment.

BILANZ QUALITAT® reserves the right to modify the installation offer technically and financially after acceptance of the order.

Any additional cost arising from the customer’s failure to plan resources, as well as extraordinary site visits not priced in this quotation or order, shall be borne by the customer.