General Terms and Conditions of Sale
Terms and Conditions of Sale
- Subject to clause 1(2) below, these Terms and Conditions are the only terms and conditions pursuant to which Viso is prepared to sell Products to the Purchaser, and they shall govern all the purchases of Products to the total exclusion of any other express or implied terms and conditions (including, without prejudice to the general applicability of the foregoing statement, all the terms and conditions that appear in the Purchaser’s order).
- These Terms and Conditions may only be amended by means of modification notified in writing and signed on behalf of Viso by an authorised representative of Viso, and no other action by Viso (including the delivery of the Products) shall be interpreted as an acceptance by Viso of any other terms and conditions.
- Viso reserves the right to amend these Terms and Conditions at any time by notifying the Purchaser thereof in writing.
- These Terms and Conditions supersede any prior agreement between the parties, and any terms and conditions that are not compatible with these Terms and Conditions shall not be valid or applicable unless the parties agree otherwise in writing.
- The price payable for the Products shall be that which is currently approved or, if appropriate, the notified price of the Products, less such discounts as may be specific in the corresponding invoice, unless the parties agree otherwise.
- The price shall be subject to Value Added Tax (“VAT”) and to any other current tax that is applicable to the sale and purchase of the Products
- Viso shall issue the invoice for the Products on the same day as it dispatches the Products. The Purchaser shall pay Viso the sum specified in the invoice 30 days after the end of the month in which the Products have been invoiced.
- ) If payment is not made within said term, Viso may charge interest to the Purchaser as from the expiry date of the payment term, in conformity with clause 3(1) above, at a daily rate of 8% of the outstanding amount until the sum owed (including interest) has been paid in full, whether before or after any court ruling. No payment shall be deemed made until all the funds have been transferred into Viso’s account.
- In the event of delays in making payment, Viso may at its absolute discretion suspend deliveries and/or cancel orders made by the Purchaser that are pending delivery.
- The Products shall be delivered to the address specified by the Purchaser for said purpose.
- Unless the Purchaser states otherwise, Viso shall organise the transport and insurance of the Products. Viso may charge for the additional cost of these items, and said cost shall be itemised in the invoice for the Products. If for any reason the Purchaser does not accept the delivery of the Products when they are ready for dispatch, the risk of the Products shall be deemed allocated to the Purchaser on the delivery due date, and the Purchaser shall reimburse Viso for all costs incurred (including storage, insurance and reshipment costs).
- All delivery terms are merely approximate calculations based on business forecasts, and time is not of the essence. Viso shall not be liable for any direct or indirect loss, cost, harm or damage resulting from the breach of the specified terms. If a delivery term is not specified, delivery shall be made within a reasonable term. The Purchaser shall not be entitled to reject the Products or to rescind any Contract on grounds of delay in delivery. Viso reserves the right to pass on additional costs should a special delivery be required due to any circumstance.
- Without incurring any kind of liability vis-à-vis the Purchaser, Viso reserves the right to withhold delivery of the Products if the Purchaser owes Viso any amount pursuant to any Contract or if, in Viso’s opinion, the Purchaser’s credit status is impaired for any other reason, until such time as payment or credit provisions that are satisfactory to Viso have been established
- Orders shall be made based on minimum sums (or multiples of the total) per product, which Viso shall specify from time to time.
- The Products supplied shall have a minimum validity period in accordance with article 7 of Real Decreto 726/1982, as amended from time to time.
- Any claim concerning lack of receipt of any of the Products must be notified to Viso (or to its representative) within a term of 3 business days as from the planned date of delivery to the Purchaser.
The Product shall be delivered in Viso’s standard packaging. If the Purchaser requires a specific type of packaging, it must request a special fee estimate from Viso.
The risk of the Products shall be allocated to the Purchaser upon delivery thereto (or upon such delivery being deemed to be effected) in conformity with clause 4.
7. STORAGE CONDITIONS.
Inmediatamente tras su entrega, el Comprador deberá almacenar los Productos de acuerdo con las condiciones de almacenamiento recomendadas que Viso establezca en cada momento en consonancia con la legislación y las normativas aplicables.
- The Purchaser shall not assume ownership of the Products until it has paid all amounts owed for the supply of the Products pursuant to any Contract between Viso and the Purchaser
- Subject to clause 8(4) below, the Purchaser may sell or use the Products in the ordinary course of its business and at full market value, even if it has not yet assumed ownership thereof.
- The Purchaser shall be obliged to account for any amount it has received for the Products until the time when it assumes ownership of the Products in conformity with clause 8(1) above
- Viso may rescind the Purchaser’s powers of sale and use at any time by way of notification if there is a delay in the payment of any amount owed to Viso, and said power of sale shall automatically lapse if Viso rescinds a Contract in conformity with the provisions of clause 13 below
- For purposes of this clause, the Purchaser undertakes that until it has made payment in accordance with the provisions of clause 3 above, it shall:
- (i) not remove, disfigure or conceal any identifying mark displayed on the Products or any mark indicating that the Products are owned by Viso;
- (ii) store the Products in accordance with the provisions of clause 7 above and separately from any other articles that belong to the Purchaser or to other parties; and
- (iii) grant Viso (or its representative) unrestricted access to the property of the Purchaser or of any third party on which the Products are stored, in order to inspect or recover Products in respect of which the power of sale and use has been rescinded.
- Viso shall be entitled to recover payment for the Products in spite of Viso not having transferred ownership thereof.
9. WARRANTY AND LIMITATIONS.
- Viso warrants that, if proven to its reasonable satisfaction that any of the Products was defective at the time of delivery thereof to the Purchaser (which for purposes of these Terms and Conditions means that the Products do not comply with Viso’s description thereof), it will at its own discretion replace the defective Products or return the portion of the price that the Purchaser has paid for them.
- No warranty shall be applicable::
- (i) to Products that have become defective in Viso’s reasonable opinion due to the Purchaser’s misuse or negligence (including but not limited to the Purchaser’s breach of the storage conditions recommended by Viso).
- (ii) to Products marked with an expiry date and with respect to which the Purchaser has not made any claim until after said date has passed;
- (iii) unless the Purchaser makes a written claim to Viso describing the defect as soon as it is identified, and in any case within a term of 6 months as from delivery of the defective Products; and
- (iv) with respect to a defect that should have been identified at the time of delivery, unless the provisions established in clause 10 have been fulfilled.
- Except for clause 9(1) above, all express or implied conditions and warranties (statutory or otherwise) regarding quality, fitness for purpose or correspondence with sample Products are hereby expressly excluded with the broadest scope permitted by law, and Viso shall bear no other liability for any harm or loss that may arise in any form and that may be caused by the defective nature of the Products or of any supplementary instruction with relation thereto.
- Viso shall not be liable vis-à-vis the Purchaser for indirect or consequential harm or loss (whether relating to loss of profit, earnings or goodwill or any other harm or loss), costs, expenses or other claims for consequential damages caused in any form and arising out of or in relation to any Contract.
10. INITIAL DEFECT.
- The Purchaser shall inspect the Products immediately upon receipt thereof, and the Products shall be deemed accepted unless Viso (or its representative) is notified within a term of 2 business days as from the time of receipt of any claim for a defect that should have been identified upon delivery of the Products, together with digital photographic evidence of the relevant defect.
- If any of the Products does not match the description set forth in the delivery note or invoice, Viso shall be granted the reasonable opportunity to inspect the Products and if it is reasonably satisfied, Viso shall at its own discretion replace the relevant Products or reimburse the portion of the purchase price that has been paid for them, provided that the Purchaser has complied with clause 10(1) above.
- If the amount of Products delivered differs from the amount that appears on the delivery note or invoice, and the amount requested complies with the minimum order amount and with the minimum order value that Viso has stipulated for the Products (as established in clause 4 above), and as Viso may establish from time to time:
- (i) if the amount delivered exceeds the amount requested by the Purchaser, the latter shall at its own discretion return the excess amount or pay for the excess amount at the unit price stated in the invoice; or
- (ii) if the amount delivered is lower than the amount stated in the Purchaser’s order, Viso shall at its own discretion supply the undelivered amount or return the portion of the purchase price that has been paid for the undelivered amount, provided that in each case the Purchaser may express its preference or claim (depending on the case) in writing to Viso (or to its representative) within a term of 3 days as from the delivery.
If a preference is not expressed as provided for in clause 10(3)(i) above, Viso shall have the power to charge the Purchaser for the excess based on the unit price stated in the invoice. If a specific claim is not expressed as provided for in clause 10(3)(ii) above, the Purchaser shall lose the right to any redress.
- The remedies established in clauses 10(2) and 10(3) above shall be the sole recourses available to the Purchaser in the event of any failure by Viso to deliver Products that match their description or the contracted amounts. In particular (but without prejudice to the general nature of the foregoing provisions), the Purchaser shall under no circumstances be entitled to reject a whole delivery by reason of said failures.
Except as otherwise provided in Royal Decree 726/1982 or other laws applicable from time to time, Products that are not defective according to the meaning of the term in these Terms and Conditions shall not be accepted as returns without the prior written consent of Viso. Returns shall only be accepted (subject to the foregoing provision) within a term of 5 business days as from the dispatch of the products at room temperature and of 24 hours in the case of refrigerated products, provided that they have at all times been maintained in a certified cold chain according to the regulations of local regulatory authorities. All returns must be accompanied by a storage declaration certificate signed by a “technical manager”.
12. FORCE MAJEURE.
Viso shall not be liable for any loss or harm caused by delays to the performance of or non-performance of any of its obligations set forth herein if said loss or harm has been caused by reasons outside of Viso’s control, including but not limited to: acts of God; civil unrest; seizure; governmental or parliamentary restrictions, prohibitions or decrees of any kind; import or export regulations; strikes, lockouts or trade union conflicts (involving the participation of Viso’s own employees or carried out by any other persons); difficulties in obtaining labour or materials; machinery breakdowns; fire; or accident. In the event that circumstances of this nature occur, Viso may cancel or suspend any Contract without incurring any liability whatsoever for the costs, expenses, harm or loss that may arise therefrom.
- Viso may rescind any Contract at any time if:
- (i) the Purchaser does not pay for the Products within the period of time established in clause 3(1) above; or
- (ii) the Purchaser is in substantive breach of the obligations contracted pursuant to these Terms and Conditions and (when said breach can be cured) does not remedy the breach within a term of 30 days as from when Viso demands that it do so; or
- (iii) the Purchaser has, seeks or enters into a creditors’ arrangement the result of which could be that said creditors cannot assert individual credit rights against the Purchaser; or enters into liquidation (except for purposes of a merger or restructuring); or
- (iv) a mortgage creditor takes possession of or appoints an administrator with regard to any property or assets of the Purchaser, or if the Purchaser is subject to any similar intervention as a result of its debts; or
- (v) the Purchaser ceases or threatens to cease its business activity; or
- (vi) Viso reasonably perceives that any of the aforementioned circumstances is about to affect the Purchaser and notifies it in writing thereof.
- The rescission of any Contract shall not undermine Viso’s rights to recover Products pursuant to clause 8 above, or to file a claim for the price or for any other right that Viso has acquired.
The Purchaser shall not have standing to exercise any right to set-off, deduction or counterclaim vis-à-vis any amount owed to Viso in accordance with these Terms and Conditions.
Any deferral or waiver by Viso in respect of any infringement or breach by the Purchaser of any provision of these Terms and Conditions shall not be deemed a waiver of any other subsequent infringement or breach, and nor shall it affect the remainder of these Terms and Conditions.
16. ANTI-BRIBERY AND ANTI-CORRUPTION.
- Both parties shall fully adhere to domestic anti-bribery and anti-corruption law.
- The parties shall, throughout the period for which the terms and conditions of the Contract are in effect, maintain their own measures and procedures to guarantee compliance with said law and shall impose such measures and procedures when appropriate.
- If any provision (or part thereof) included in these Terms and Conditions is deemed partly or wholly illegal, invalid, null, voidable, inapplicable or disproportionate, said provision (or part thereof) shall be deemed severable, and the other provisions of these Terms and Conditions shall remain fully in force, applicable and effective.
- The parties to these Terms and Conditions do not intend and shall not seek for any of these Terms and Conditions to be enforceable by any person who is not party thereto.
18. APPLICABLE LAW.
The creation, drafting, interpretation, fulfilment, validity and other aspects of these Terms and Conditions shall be governed and interpreted in accordance with the laws of Spain, and particularly in accordance with the Spanish Commercial Code (Código de Comercio), and the parties agree to submit to the exclusive jurisdiction of the courts and tribunals of Madrid (Spain).
19. LEGAL NOTICE.
In compliance with the provisions of Organic Law 3/2018, of 5 December, on Personal Data Protection and the securing of digital rights and of REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016, we inform you that the contact details used for this communication will be included in a file owned by VISO FARMACÉUTICA S.L.U. for the purpose of facilitating its email communication with the various contacts it maintains in the course of its activities. Without prejudice thereto, you are informed that you can exercise your rights of access, rectification, cancellation and opposition, as well as the other rights established in the aforementioned regulation, for which purpose you should write to VISO FARMACÉUTICA S.L.U. located at CALLE DE LA RETAMA 7, 7ª PLANTA, 28045 MADRID, attaching a photocopy of documentation certifying your identity, or send an email to email@example.com . Pursuant to Law 34/2002 of 11 July on Information Society Services and Electronic Commerce, this message and its attached files may contain confidential information, for which reason you are informed that unauthorised use thereof is prohibited by law. If you have received this message in error, please immediately notify us via this email address and delete the original message together with its attached files, without reading or copying them in part or in full.