1.1 The sales of our products will be ruled by the present General Conditions of Sale, except if agreed differently in the corresponding offer or in the acceptance of the order, and in this case this additional agreement will constitute the Particular Conditions. For it, it has no value, to any effect, any other conditions that had not been accepted explicitly by BRAVAE - DUAL MULTIMEDIA S.L. (from now on The Seller).
1.2 It will be considered that the present General Conditions have been communicated to the Buyer from the moment in which one communicates to him has one link reference or internet link to the webpage in which they are published, or if he receives an offer of the Seller accompanied by these Conditions. Alternatively, they will be considered to be communicated if the Buyer received them previously during its commercial relation with the Seller; considered in all these cases accepted by the Buyer, to all the effects, on having confirmed its order. In this sense the confirmation of an order implies the acceptance of this General Conditions, and the Particular Conditions expressed in the Quotation email.
The intellectual and/or industrial property of the offer, in all its terms, and the information enclosed, as well as the products object of it, and all its elements, planes, drawings, “software”, code source, etc., built-in or relative to them, belongs to the Seller, therefore the use remains definitely prohibited for the Buyer for other ends other than the business activity of the Buyer. In particular, the transfer of use in favour of third parties remains prohibited without the previous assent in writing by the Seller.
The Seller will be able to facilitate and publish the name of the Buyer and a high level description and illustration of the project as part of its commercial client references, if not explicitly prohibited by the Buyer.
3.1 The scope of the sale limits itself to the options described in the order of the Buyer. So that it is considered to be a firm order, the order has to receive an express acceptance from the part of the Seller. The orders carried on-line will be ruled by the same conditions.
3.2 The sale includes only the products object of the order, except for the cases in which, in the order of the Buyer who has been accepted by the Seller, there are some additional papers, information, support or service included explicitly.
3.3 The technical specifications and configurations regarding the products of the Seller included in catalogues, in its web www.bravae.com, as well as leaflets or other documents have and illustrative and not binding use, except for the cases in which the Seller accepts a closed specification of the Buyer, which will be indicated in the web or document of budget explicitly, and they will be part of the Particular Conditions documents of the order.
3.4 The modifications and/or changes of the scope requested by the Buyer once validated according to the methodology indicated in www.bravae.com so that they are valid will suppose by default a certain over cost that the Seller will estimate and that will have to be accepted definitely by the Buyer.
3.5. The period of service indicated in the quotations of physical materials always suppose only an orientation and non-binding Level of Service Agreement, from the Selling part in working days as the calendar of the city of Barcelona, Spain. To effects of this calculation they will not be considered service time the days that they happen up to receive input information, ratification, approval or any other input or approval requested to the Buyer by the Seller.
4.1 The sale prices are indicated before taxes, without including either VAT or any other tax, right or valuation, which they will be added later in the invoice with the corresponding rates. Unless expressed in another way in the order, or an agreement on this matter between the Buyer and the Seller derived from its commercial relation, the prices include the digital delivery sent to disk, “sftp”, or any other digital way of delivery. The prices do NOT include any other cost of physical transportation, installation, or any other support post-sale. These prices are only valid for the order of the totality of the products specified in the offer.
4.2 In case of promotions, the offered prices will have the temporary validity that is indicated in every case and in this period, they will be considered to be fixed for the conditions of payment and quantities specified in the offer.
a) The Buyer and the Seller have an explicit agreement on it.
b) The order has been modified by request of the Buyer, and, in general, any change and/or modification takes place by virtue of the established in the present conditions.
c) The prices have been quoted in a currency different from the EURO as on which a change of the exchange rate has experimented regarding the EURO from the date of the order until the contractual dates of invoicing of every milestone.
5.1 The email sent by the Seller once the Buyer has confirmed the acceptance of a quotation will include the payment conditions. Also, it can be the case that the Buyer has a credit validity client account with the Seller, in this case they will be able to use the conditions of payment under the frame of an agreement of continuous commercial relationships between the parties. The above-mentioned payment conditions will have to abide by the foreseen in the Law 15/2010, of July 5, of modification of the Law 3/2004, of December 29.
5.2 In defect of another agreement, the term of payment will be the stipulated one by the Law 15/2010, of July 5, of modification of the Law 3/2004, of December 29.
5.3 The payment will be realized in the agreed conditions, which for defect except indication in the opposite case will be, 50 % as per acceptance of the order, and 50 % before to the definitive delivery and after final acceptance of the deliverables, always in the bank account of the Seller, unless definitely he remembers another procedure. The payment will be realized without any deduction such as not agreed retention, discounts, expenses, taxes or valuations, or any other deduction.
5.4 If, for causes external to the Seller, there was late the delivery, assembly or starting or the reception of the products, there will be supported the conditions and contractual period of payment.
5.5 In case of delay in the payments on the part of the Buyer, and without explicit agreement on this matter, the delayed payments will have to then to include also, without any request and from the due date of the payment, the interests of delay of the backward payment, which will be calculated in accordance with the foreseen in the legislation of the Kingdom of Spain in the article 7 of the Law 3/2004, of December 29. The payment of these interests will not liberate the Buyer of the obligation from realizing the rest of the payments in the agreed conditions.
5.6 In case the Buyer incurs debts in the agreed payments, the Seller will be able to suspend from provisional or definitive form, to its election, the delivery of the products, without detriment of needing from the Buyer the achievement of the backward payments and of claiming, in its case, additional compensations for this suspension.
5.7 The formulation of a claim on the part of the Buyer, does not give right to the same one to the suspension or any deduction in the awkward payments.
5.8 The products object of order will be given under domain reservation in favour of the Seller, up to the entire fulfilment of the obligations of payment of the Buyer, remaining forced the last one to cooperate and to adopt all the measurements, be necessary or suitable and those that the Seller proposes to safeguard its property on the above mentioned teams and materials.
6.1 The delivery time is understood for the products delivered in the form and conditions indicated in the acceptance of the order, owing previously the Buyer to have carried out the payments foreseen in its case.
a) The Buyer does not deliver in time the documents and inputs that are necessary for the delivery of the products.
b) The Buyer needs modifications in the order, which are accepted by the Seller and which, in opinion of the Seller, need an extension of the delivery time.
c) For the delivery of the products the work execution is essential on the part of the Buyer or its subcontractors and these have not been executed on time.
d) The Buyer has broken some of the subscription obligations of the order, especially the one that refers to payments.
e) For justified causes not directly attributable to the Seller obligations, that take place in the production or delivery of all or of some of the elements of the product. For illustrative purposes, but not limitative form, the following justified causes of delay are included: suppliers' strikes, transports and services, labour strikes, public health regulations, mistakes in the provisions of third parties, mistakes in the systems of transportations, floods, storms, disturbances, legal strikes of personnel of the Seller or its subcontractors, sabotages, accidental stops in the workshops of the Seller for breakdowns, etc. and the causes of force majeure contemplated in the current legislation.
6.3 Except in the case of explicit agreement between the parts, the Buyer will not apply penalties to the Seller, and if those one exist having them been the agreed, this penalty will suppose in any case the only action of indemnity possible because of delay of service or bad quality of product.
In any case, the claims of the Buyer will have to be sent to the Seller in writing and in a reliable form.
7.2 The Seller will not admit returns of materials that have been already used, have been approved before to the final delivery of the project, or 2 days have passed from the effective delivery in any case. For the physical products the Seller will not admit returns in any case, except for rule under the manufacturer’s guarantee on each case.
8.1 Except explicit stipulation in other sense would be included in the offer, in case of acceptance of the order, the Seller guarantees the products that he has sold as for the quality of execution, virus or computer defect of the feasible ones, for a period of 2 YEARS counted from the delivery date.
8.2 The guarantee expressed in paragraph 8.1 consists of the repair of the elements sold by the Seller that have been recognized as defective. The repairs are realized at the criteria of by the Seller and at the service level of best effort.
8.3 The repair or replacement of a defective element does not change the date of commencement of the warranty period of the set of the order.
8.4 In no case the Seller will be responsible for repairs in products that have been manipulated, integrated, or altered by personnel foreign to its organization.
8.5 The guarantee is not applicable in case of deterioration that is not directly attributable to the normal functioning of the product, like the breakdowns that result from incidences in the computer teams of the Buyer or errors of manipulation for the Buyer, interventions or attempts of intervention of the client in the material or any other attempt of modification carried out by the client. Also, storage or erroneous or negligent use remain excluded from the guarantee, which will be considered to be also expired, the damages and defects caused by inadequate conservation or maintenance.
9.1 The responsibility of the Seller, its agents, personnel, subcontractors and providers for the claims derived from the fulfilment or non-performance of its subscription obligations, will not exceed as a whole the contractual basic price and there will include in no case damages derived from the lost lucre, loss of income, production or use, capital costs, costs of stagnation, delays and clients' claims of the Buyer, costs of substitute energy, loss of due savings, increase of the costs of development not any neither special, indirect or consequential damages nor losses of any class. The limitation of responsibility contained in the present clause will prevail over any other one contained in any other contractual document that is contradictory or incongruous with the same one.
The present Conditions will be governed and interpreted in accordance with the laws of the Kingdom of Spain and the European Union.
The parties resign from any other jurisdiction that could correspond to them and surrender to the jurisdiction and competition of the Courts of the city of Barcelona, Spain.