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GENERAL CONDITIONS

 

  1. DEFINITIONS
    • 1.1 For the purposes of interpretation in this document, capitalized terms shall have the meaning given to them below, unless otherwise required for interpretation or due to applicable spelling rules:
    • “ Customer ” means the natural or legal person who purchases the Product.
    • “ General Conditions ” means the terms and conditions stipulated in this document.
    • “ Defects ” means defects in the performance of the Product due exclusively to its manufacture, production or installation (provided the latter has been carried out by In2flexo), except for cases of force majeure, contraindicated use of the Product by the Customer, lack of maintenance in accordance with the instructions provided or manipulation of the Product for purposes other than its use by a third party other than In2flexo.
    • “ In2flexo ” means the commercial company “In2flexo, SL”, of Spanish nationality, with registered office at Calle la Constitució , number 4 – LOC 9, Sant Just Desvern, 08960, Barcelona, and provided with NIF B-44.769.461.
    • “ Offer ” means the specific conditions of purchase of the Product that are complementary to the General Conditions.
    • “ Party ” or “ Parties ” means individually, where applicable, In2flexo or the Client and jointly, where applicable, both.
    • “ Price ” or “ Prices ” means the sales price set by In2flexo in the Offer sent to the Client.
    • “ Product ” means the automatic cliché cleaning machine developed by In2flexo called “ Multiclick ” purchased by the Client and whose contracting conditions are regulated by the General Conditions.
    • “ Warranty Service ” means the coverage that In2flexo offers to the Customer for the purchase of the Product in accordance with the provisions of the General Conditions.
    • “ Territory ” means the territory of the Kingdom of Spain.

 

  1. GENERAL
    • 2.1 The General Conditions apply to all Product purchase agreements entered into by In2flexo with any Customer.
    • 2.2 In the event that any of the Clauses established in the General Conditions are declared void, only the Clause in question will be affected, with the remaining Clauses of the General Conditions remaining in force for the Parties.
    • 2.3 In the event that a situation other than that regulated in the General Conditions arises and In2flexo permits this, under no circumstances will it entitle the Client to demand the same treatment in the future, and the Client will not be able to consolidate this advantageous situation as a right.

 

  1. ENTRY INTO FORCE
    • 3.1 The purchase agreement is subject to the Client providing sufficient documentation proving that they have sufficient funds and means to meet the Price.

 

  1. PRICES
    • 4.1 All Prices have been calculated based on the delivery required for the Product and with a delivery date of no more than six (6) weeks from the acceptance of the Offer, excluding VAT and any other taxes that may be applicable according to current legislation.
    • 4.2 All prices referred to in an Offer apply only to that specific Offer and may be revised and modified, upwards or downwards, at any time until the Offer has been accepted.
    • 4.3 It is expressly noted that Prices may be modified, even after the Offer has been accepted, in the event of situations not attributable to In2flexo that alter the cost of the Product or other costs associated with it, such as, but not limited to, currency changes, increases in taxes and fees, raw materials and labor and Social Security costs, prices of external suppliers, import or export costs, among others.
    • 4.4 Additional costs for certain packaging required by the legislation of the place of delivery will be charged in addition to the Price.

 

  1. SHIPPING AND DELIVERY
    • 5.1 Delivery
      • 5.1.1 The delivery times indicated, unless expressly agreed upon in the Offer, are indicative and should be considered an estimate. Any deviation from the stated delivery time will not give the Client any compensation or adjustment to the Price. Furthermore, the Client will not have the right to terminate this contract or make any type of claim.
      • 5.1.2 In2flexo shall have the right to suspend compliance with its obligations under the General Conditions and the Offer if the Client finds itself in breach of contract and fails to remedy it. In2flexo shall also have the right to terminate this contract and seek any compensation for damages to which it may be entitled.

 

    • 5.2 Shipment
      • 5.2.1 The shipping and transportation of any Products, materials, or merchandise shall be at the Customer’s expense and risk. The return of any Products, materials, or merchandise shall be at the Customer’s expense and risk, or that of the company it subcontracts for the shipment, as applicable.
      • 5.2.2 In this regard, all shipments and deliveries of any Product, material, or merchandise will be deemed to have been made through EXW Abrera Incoterms 2020 unless both parties agree to other delivery terms.

 

  1. PAY
    • 6.1 Once the Offer has been accepted and the invoice has been sent by In2flexo to the Client, payment must be made within thirty (30) days from the sending of the invoice, unless expressly agreed otherwise by the parties.
    • 6.2 If the invoice is not paid within the period indicated in the previous Clause, In2flexo shall be entitled to apply annual interest equal to the legal interest rate plus two percent (2%). For these purposes, a month that has already begun shall be considered to be fully computed for the purposes of calculating the applicable interest.
    • 6.3 If the Client has not paid In2flexo in full by the invoice due date, the Client will be in default due to the mere passage of the invoice period, without the need for notice or proof of default. In2flexo shall be entitled, at that time, to terminate the contract without judicial intervention, with its corresponding rights, as defined in these General Conditions, remaining unaffected. Furthermore, the Client shall be obliged to pay In2flexo all expenses incurred to collect outstanding amounts, in particular (a) the accounts of legal and financial advisors, even if they exceed the legal costs, if any, (b) any legal costs that may arise, (c) collection agencies, or (d) the costs of judicial enforcement. Extrajudicial costs are set at fifteen (15%) of the principal amount, with a minimum of five thousand euros (€5,000).

 

  1. RETENTION OF TITLE AND WARRANTY
    • 7.1 In2flexo reserves the right to retain title to all Products, materials and goods supplied to the Customer until full payment of the Price for all such Products, materials and goods delivered, as well as any subsequent claim for any activities related to the shipment and delivery of the Products, materials and goods in the event of any default by the Customer, including any collection costs, interest and penalties that may apply.
    • 7.2 The transfer of ownership of the Product, materials, and merchandise will only take place after full payment of the Price and any other associated costs that may apply under these General Conditions.
    • 7.3 In the event of non-payment by the Customer, In2flexo reserves the right, without prior notice, to take any legal action it deems necessary to recover possession of the Products, materials and merchandise that are outstanding, without prejudice to any actions for damages it may be entitled to by virtue of the Customer’s breach.
    • 7.4 In the case of deferred payments, if the Client enters into bankruptcy or pre-bankruptcy or is in a situation of dissolution and liquidation, In2flexo will have all the rights described in the previous sections of this Clause 7 .
    • 7.5 The Client shall have the right to sell the Product, materials or goods owned by In2flexo, for the benefit of In2flexo, provided that this activity is part of the Client’s normal commercial practice, unless expressly prohibited in this regard and provided that the right of retention of title provided for in section 1 above is respected.
    • 7.6 The parties agree that the Client will establish a non-possessory lien in favor of In2flexo over the Product, materials, and goods supplied by In2flexo as soon as In2flexo loses ownership rights for any reason, as security for the payment of all existing and future claims it may have against the Client. Failing this, all claims of In2flexo will become immediately due, and it will be entitled to terminate the contract without prejudice to its right to compensation for damages.
    • 7.7 The Customer is prohibited from establishing a non-possessory right of retention for the benefit of third parties over the goods supplied by In2flexo , regardless of whether the latter remains the owner of said goods.

 

  1. PRODUCT RETURN
    • 8.1 During the warranty period established in Clause 9, the Customer shall only be entitled to return the Product if the delivery is incomplete or defective, and provided that the cause of the defect or incompleteness is not attributable to the Customer. In this case, In2flexo will remedy the Product Defect or the reason for the incomplete delivery and will either deliver a Product in perfect condition to the Customer or complete it. Only when such corrective measures prove impossible or disproportionate for the Customer and/or In2flexo may the latter demand a proportional reduction in the Price or the termination of the contract.
    • 8.2 The Customer shall have the right to return the Product, under the conditions established in Clause 1 above, within a period of thirty (30) calendar days from the date of delivery or from the date of becoming aware of the defect in the Product (when such knowledge is obtained within the period of validity of the guarantee established in Clause 5), provided that they are in the same condition as at the time of delivery (new, unused and complete).

 

  1. WARRANTY
    • 9.1 Validity
      • 9.1.1 The Product warranty will last twelve (12) months. In cases where the Customer exclusively uses the detergent marketed by In2flexo, the warranty will be automatically extended for another twelve (12) months.
      • 9.1.2 The warranty period will come into effect upon delivery and installation of the Product or ninety (90) calendar days after shipment thereof, whichever event occurs first, and will expire after the period indicated in Clause 1.1 above or at the time the Customer fails to comply with the obligation of proper use and maintenance described in the Product’s instructions for use.
      • 9.1.3 The Product warranty and Warranty Service are subject to the exceptions in Clause 3 below and to the Customer’s compliance with the representations made under Clause 10.1 below.

 

    • 9.2 Exercise
      • 9.2.1 During the warranty period, the Customer may notify In2flexo of any Defect and it will be covered by the Warranty Service, proceeding with all necessary actions for the repair, replacement or substitution of the Product, as provided in Clause 8
      • 9.2.2 During the warranty period stipulated in Clause 1.1 above, the Product is warranted, including the embedded operating and control software, as well as any spare parts and consumables to be used with it.
      • 9.2.3 On-site Warranty Service will be available on business days in the Territory between 9:00 a.m. and 5:00 p.m. (excluding local holidays).
      • 9.2.4 The parts used by the Warranty Service to address a Product Defect may be new or reconditioned, but must ensure the expected level of performance of the Product.
      • 9.2.5 In the event that the Warranty Service is unable to adequately repair the Product (or its component parts) or the consumables used, the Customer may return the Product with a refund of the Price paid. If the Parties agree, the Customer may retain the Product in its current condition, with the Parties agreeing to any Price reduction they deem appropriate.

 

    • 9.3 Exceptions
      • 9.3.1 As an exception to the above, the Product Warranty and Warranty Service will not cover Defects caused by the following situations:
        • (i) Accidents caused by malicious acts or gross negligence of the Customer or third parties who have access to the Product or by use not in accordance with the instructions and recommendations for use provided by In2flexo (attached documentation, published specifications or standard industry practice );
        • (ii) Causes of force majeure or fortuitous event;
        • (iii) Using the Product without observing the corresponding power supply specifications, the use of appropriate consumables, improper storage conditions, etc.;
        • (iv) Failure to follow the maintenance procedures indicated by In2flexo to preserve the Product and ensure its useful life and wear.
        • (v) Proceed to have the Product repaired by repair services not authorized by In2flexo.
        • (vi) The use of products, replacement parts, consumables, or any other such situation that has not been authorized by In2flexo.
        • (vii) Any manipulation, alteration or modification made to the Product with elements not specifically manufactured, distributed or approved by In2flexo.
        • (viii) Wear and tear from normal use and over the life of the product.

 

    • 9.4 Disclaimer of warranty
      • 9.4.1 The warranty regulated in these General Conditions will be the only one applicable and in force for the Product, replacing any other warranty, express or implied.
      • 9.4.2 The guarantee will also not remain valid in the event of any non-payment by the Customer.

 

  1. CUSTOMER STATEMENTS

 

    • 10.1 The Client represents and warrants that:
        • (i) You agree to use the Product for the purpose agreed upon and indicated by In2flexo in the instructions for use sent with the Product.
        • (ii) You acknowledge and understand that the validity of the Product Warranty is subject to the agreed upon use indicated by In2flexo and that failure to comply will automatically lapse.
        • (iii) Know and understand the full content of these General Conditions and the Offer, if applicable.
    • 10.2 The Customer’s statements contained in Clause 1 above constitute a fundamental condition for the execution of the sales contract by In2flexo.

 

  1. PRIVACY POLICY
    • 11.1 The Parties are strictly obliged to comply with the legal obligations regarding data protection in accordance with the provisions of (i) REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and the free circulation of these data, and repealing Directive 95/46 / EC (General Data Protection Regulation) (“GDPR“) and (ii) Organic Law 3/2018, of December 5, on the Protection of Personal Data and Guarantee of Digital Rights (“LOPDGDD“) or regulations that replace it at any time.

 

  1. DISCLAIMER OF LIABILITY
    • 12.1 In any case, In2flexo will not be liable for any damage resulting from failure to use or follow instructions, misuse of the Product, or the use of products that damage, may damage, or are potentially harmful to the Product.
    • 12.2 The Customer declares that it will hold In2flexo harmless, including damages, from any claim that may be made by a third party in relation to the Product for any reason other than a Defect. In this regard, the Customer will hold In2flexo harmless in its entirety, without any quantitative limit, and will be liable for any amount In2flexo is required to pay in connection with a claim, as well as any costs and legal fees associated with said claim.
    • 12.3 In any case, it will not be responsible for the Defects:
        • (i) when it is presumed that the Defect did not exist at the time the Product was put into circulation;
        • (ii) when the Defect is due to the fact that the Product was manufactured in accordance with existing mandatory standards;
        • (iii) when the state of scientific and technical knowledge existing at the time of putting into circulation (” state of the art” ) of the Product did not allow the existence of the Defect to be appreciated;
        • (iv) when the defect is attributable to the design of the Product to which it has been incorporated, where applicable.
    • 12.4 Likewise, it is expressly noted that In2flexo, as established in these General Conditions, in the Offer, if applicable, and in the current legal system applicable at all times, will in no case be responsible for personal, moral, accidental, direct or indirect or consequential damages, or by reflection, including, without limitation, damages for loss of profits, loss or failure to obtain employment, loss of data, business interruption or any other commercial damage or loss that the Client may suffer, related to the use or inability to use the Product (contractual or extra-contractual) and even in the event that the Client has been warned or informed of the possible occurrence of such damages.
    • 12.5 In2flexo shall not be liable, under any circumstances, for any direct or indirect, punitive, special, incidental or consequential damages, such as, but not limited to, lost profits, loss of data, loss of any other rights or benefits that the Customer may have, as a result of or arising from the purchase of the Product and subscription to these General Conditions and the Offer.

 

  1. LIMITS TO LIABILITY
    • 13.1 In any case, In2flexo’s maximum liability, for any reason or circumstance considered pursuant to the procedure established in Clause 17 below, shall be limited to the total amount of the Price paid by the Client.

 

  1. IN2FLEXO’S INDUSTRIAL AND INTELLECTUAL PROPERTY
    • 14.1 In2flexo holds full ownership of all intellectual and industrial property rights of the Product and sells it subject to and in compliance with the legal regulations required in the Territory.
    • 14.2 The Client agrees to use the Product exclusively for the purpose for which it was designed and marketed, and agrees to the prohibition of its commercialization, reproduction, dissemination, transformation, distribution, transmission by any means, exhibition or any other action that, if carried out, would constitute an infringement of In2flexo’s industrial and intellectual property rights and would be sanctioned by current legislation.

 

  1. NOTIFICATIONS
    • 15.1 Communications sent by any legally permitted means, whether physical or electronic, that allow proof of content and receipt of the communication will be valid. In this regard, communications to In2flexo may be sent to the registered office indicated in Clause 1 or to the following email address: info@in2flexo.com.

 

  1. APPLICABLE LEGISLATION
    • 16.1 These General Conditions shall be governed by common Spanish law.
    • 16.2 The United Nations Convention on Contracts for the Sale of Goods, concluded in Vienna on 11 April 1980, shall not apply to these General Conditions.

 

  1. APPLICABLE JURISDICTION IN MATTERS OF DISPUTE RESOLUTION
    • 17.1 Any dispute arising from these General Conditions shall be resolved in the jurisdiction provided for by the applicable legislation at any given time.