B2B Terms and Conditions
Please read these B2B Terms and Conditions carefully before placing an order for products in our online store.
These B2B Terms and Conditions only apply to business customers. The products are sold within the territory of the European Union. These B2B Terms and Conditions apply to the sale and delivery of our products purchased in our online store.
www.cmovalves.com/online, belongs to and its operated by, or on behalf of CMO VALVES TECHNOLOGY S.L. Please read the legal notice before browsing the website (www.cmovalves.com) and/or the online store.
CMO VALVES: CMO VALVES TECHNOLOGY S.L., the vendor.
Purchaser: company, business, body or organisation that purchases goods from CMO VALVES.
Contract: the contract between CMO VALVES and the Purchaser for the sale of goods in accordance with these B2B terms and conditions. Every time a purchase order is made via the online store, a contract of sale will be entered into between the Purchaser and CMO VALVES; this contract shall be governed by these B2B Terms and Conditions.
Currency: the currency in which the price of the goods must be paid (whether pounds sterling, US dollars, euros or another currency), according to what is specified by CMO VALVES, in an estimate, in the order acceptance or elsewhere.
Intellectual property rights: Patents, invention rights, copyright and related rights, trademarks, company names and domain names, design rights, database rights, technical know-how, and all other intellectual property rights, in each case, whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority of such rights and all similar or equivalent rights or forms of protection now or hereinafter subsisting or in the future anywhere in the world.
Order: the order from the Purchaser, as set out on the order form from the Purchase, if the Vendor accepts it in writing.
3. PURCHASE CONTRACT
3.1 When do these B2B Terms and Conditions apply?
These B2B terms and conditions apply to the Contract and they shall apply as a priority, where applicable, over the Purchaser’s own other terms and conditions. If the Purchaser wants to apply other terms and conditions, even when they do not deviate from the present B2B terms and conditions, but merely supplement them, they shall not become part of the Contract, even though CMO VALVES does not expressly state any objection with respect to them.
3.2 How is the contract between CMO VALVES and the Purchaser formalised?
The sales made through the online store and the prices indicated: (i) are offered to Customers who do not have other price agreements with CMO VALVES TECHNOLOGY S.L.; (ii) are subject to these B2B Terms and Conditions; (iii) include shipping costs to destination, taxes and/or duty; and (iv) are subject to change or correction at any time and without notice. Any sample, image, descriptive material or advertising produced by CMO VALVES and any description or illustration contained in the catalogues or leaflets of CMO VALVES or on its website or in the online store are produced for the sole purpose of giving an approximate idea of the products referred to in them. They shall not form part of the Contract nor shall they have any contractual force.
All the information contained in our online store is merely an invitation to do business that does not in itself constitute a binding offer or contract. On placing an Order, the Purchaser offers to buy the products included in said order. The Purchaser is responsible for ensuring that the terms of the Order and any information or data provided is complete and accurate.
CMO VALVES shall never be under any obligation to accept an Order. CMO VALVES shall have the right, at all times, to check the Orders in advance or to reject them without having to give any reasons for this. If CMO VALVES does not confirm your Order within ten working days, it shall be considered that the Order has been rejected.
All orders that the Purchaser requests are subject to acceptance by CMO VALVES, which will be able to reject them at its complete discretion. Here are some examples of cases where we do not process an Order:
The products shown in the online store are not available;
The Purchaser’s payment has not been authorised or has not been received;
There are restrictions that affect the shipping of the product purchased;
The products displayed in the online store contain obvious errors, such as the incorrect price or description.
Once the Order has been finalised by the Purchaser in the online store, CMO VALVES will send them an email confirming its correct receipt. CMO VALVES will then send a new email confirming acceptance of the Order and indicating the estimated delivery times. This will lead to the Contract taking effect.
3.3 Reservation of title
The products delivered will continue to be the property of CMO VALVES until the amounts owed are paid in full, including payment of the shipping costs, whether they are previous, subsequent or partial deliveries. The Purchaser shall abstain from selling, disposing of or pledging the products before full ownership has been transferred to them.
Unless stated otherwise, the prices stated in the CMO VALVES price lists and offers shall be considered to be in euros exclusive of VAT and any other tax or duty that may apply. The valid price list shall be the one in effect at the time of placing the order.
The prices are in euros (EUR). CMO VALVES reserves the right to make modifications to prices and products at any time before the Order is placed.
CMO VALVES reserves the right to change, limit or end any special offer or discount at any time.
These costs, if applicable, will be charged separately and they will be specified and added to the total amount of the Order.
CMO VALVES may, by means of notification to the Purchaser at any time prior to delivery, increase the price of the products to reflect any increase in the cost of the products that is due to:
(a) any factor that is outside the control of CMO VALVES (including, but not limited to, exchange rate fluctuations, increases in taxes and duty and increases in labour or material costs and other manufacturing costs);
(b) any request from the Purchaser to change the delivery dates, the quantities or types of products requested, or the specification; or
(c) any delay caused by any instruction from the Purchaser or by the fact that the Purchaser has not given CMO VALVES appropriate or exact information or instructions.
The payment term is essential. The Purchaser will assume all the costs and charges related to currency exchange and bank transfers.
In the case of payments made by bank transfer, CMO VALVES will not begin to prepare the Order until it has received bank confirmation of the payment for it.
When you ask us for an invoice, or when we are required to provide one by the legislation that applies, CMO VALVES reserves the right to issue or provide electronic invoices, and the purchaser accepts this invoicing method.
CMO VALVES shall make the delivery to the address stated by the Purchaser.
Deliveries shall be made on working days that are not public holidays in the country of delivery. We therefore ask Purchasers to inform themselves about national, provincial and local holidays in their place of residence. The Purchaser must also take into account that public holidays can vary depending on the country and the year. We suggest that you check the public holidays in advance for better planning of delivery dates.
Bear in mind that the delivery periods are only a guideline and should not be considered strict deadlines. The fact that a shipment overruns the delivery date does not give any right to compensation.
If CMO VALVES discovers, after formalising the Contract of Sale, that it cannot deliver the products requested and it is not responsible for this situation, CMO VALVES shall have the right to terminate the contract of sale. CMO VALVES shall, of course, inform you immediately and refund any payments made.
7. INSTRUCTIONS FOR RETURN OF DEFECTIVE PRODUCTS.
If a product is defective, contact us to receive instructions for return by sending an e-mail to email@example.com
Unless there is an express stipulation to the contrary included in the offer or order acceptance, CMO VALVES guarantees the products that it has supplied against material, manufacturing or assembly defects for a period of twelve months from the date of availability of the products, provided that they are handled, shipped, stored, operated, used and maintained in accordance with the instructions in the CMO VALVES user manuals available on the CMO VALVES website. Therefore, CMO VALVES only assumes responsibility for non-conformities caused by actions attributable to CMO VALVES, before the products are handed over to the first carrier.
The Purchaser shall check the deliveries immediately after receipt at the destination and shall inform CMO VALVES of any non-conformity in writing within seven working days. Claims due to hidden defects or any other type of quality non-conformities must reach CMO VALVES in writing within thirty working days of the Purchaser noticing the non-conformity and, in any case, within the warranty period.
In no case shall CMO VALVES take responsibility for repairs carried out by personnel outside its organisation.
The warranty shall be invalidated when a sufficiently clear explanation of the circumstances of the fault is not provided, the material is not working in conditions commensurate with its design, the service and maintenance instructions are not followed or the stipulated warranty period has expired.
Any damage or defect due to normal wear and tear from the use of the products is excluded from the warranty. Furthermore, also excluded from the warranty, which will also be considered to have expired, is any damage or defect caused by inadequate storage or maintenance or incorrect or negligent handling, abusive use, use of inappropriate liquids and gases, as well as inappropriate flow or pressure, defective assembly, modifications made to the supply without the approval of CMO VALVES, installations carried out or later modified without following the technical instructions of the product, discharges, thermal or chemical influences, oxidation, connections, lack of maintenance or incorrect commissioning and, in general, any cause that is not attributable to CMO VALVES.
Warranty claims do not release the Customer from their payment obligation.
The rights derived from the warranty may only be exercised by the Purchaser, they cannot be assigned or transferred to a third party, and the Purchaser must be up-to-date in their payment obligations to CMO VALVES. In the event of non-compliance by the Purchaser with their payment obligations on the due dates of the invoices, the provision of the warranty shall be automatically suspended and without effect until the payment obligations have been met in full. Once the non-payment situation has been settled, the warranty shall be effective again for the period of time that remains until the twelve-month period has expired. In no case may it be considered that the calculation of the warranty period is suspended while the non-payment situation remains in place despite not being able to call in the warranty while the non-payment situation remains in place.
9. RETURNS POLICY
We exchange a product at no additional cost only if the product is defective. If the Purchaser has chosen a product that is unsuitable for their installation and wants to change it, shipping costs to the CMO VALVES facilities shall be payable by the Purchaser.
CMO VALVES shall not accept items returned without a specific prior agreement in this respect. In relation to this agreement, CMO VALVES shall provide the Purchaser with a return number. This return number must be included on the packaging or accompanying documentation when the products are returned. The return agreement expires one week after the date the agreement was closed. If the packaging or accompanying documentation does not have a return number, the returned item may be refused, and no credit note will be issued. The Purchaser must bear the costs associated with the return. Items must be returned in strong and suitable packaging. If items are damaged by poor or unsuitable packaging, the Purchaser shall bear all responsibility. If the seal on the packaging is broken, the items cannot be returned.
9.1 Damaged or defective products
For CMO VALVES, quality is fundamental. It thoroughly tests all its products under real conditions to ensure that they are fully capable of withstanding the uses for which they have been designed.
The CMO VALVES Quality Control Department shall inspect returned products. If the damage is the result of a manufacturing defect or if the product does not meet the factory specifications, we undertake to refund the full cost of the defective product. If the problem is due to causes other than the quality of the material or the assembly process, we will return the product as it was sent to us.
CMO VALVES does not refund products:
If they have not been obtained in its online store.
If they have been damaged by misuse or negligence.
If they have not been assembled by a qualified mechanic (CMO VALVES reserves the right to request an invoice from the workshop).
If they have been damaged by incorrect use or application non-compatible with the product when in reality a different type of valve has to be fitted.
The useful life of any CMO VALVES product depends on the particular use made of it, the conditions of use and the characteristic wear patterns of the user. No CMO VALVES products damaged by normal wear and tear or that have exceeded the reasonable life of the product shall be replaced.
The CMO VALVES Customer Service Department is available to help by email at firstname.lastname@example.org.
10. INTELLECTUAL PROPERTY
All Intellectual Property Rights in or arising from or in connection with the products shall be the property of CMO VALVES. The sale of products and the supply of technical data by CMO VALVES to the Purchaser does not imply the absence of Intellectual Property Rights with respect to the products or said data, all of which are expressly reserved for CMO VALVES.
The Purchaser acknowledges that, with respect to third-party Intellectual Property Rights, the Purchaser’s use of any such Intellectual Property Rights is subject to the third party granting a licence in such terms as to entitle CMO VALVES to grant the licence for these rights to the Purchaser.
The Purchaser guarantees that any designs, specifications or instructions provided or given by the Purchaser shall not be such as to cause CMO VALVES to infringe any Intellectual Property Right in the performance of the Contract and the Purchaser shall hold CMO VALVES totally and completely harmless against each and every one of the claims of this nature that may arise.
The Purchaser must not remove or alter any trademarks, copyright inscriptions, serial numbers, etc. The Purchaser must also ensure that such protection mechanisms are not removed by third parties.
In cases where the Purchaser becomes aware of infringements of copyrights, trademarks or other intellectual property rights, it must immediately inform CMO VALVES.
11.1 How you can contact us
If you have any questions or comments about the online store or these B2B Terms and Conditions or if you wish to make a complaint, please do not hesitate to contact our customer service team by sending an email to email@example.com.
In the event of contradiction or conflict between the CMO VALVES B2B Terms and Conditions and any other stipulation provided in other parts or links of this online store, the CMO VALVES Terms and Conditions contained in this document shall prevail.
11.3 Changes to these B2B Terms and Conditions
CMO VALVES reserves the right, at its sole discretion, to change these B2B Terms and Conditions at any time
The use of this website, as well as any Contract entered into between the Purchaser and CMO VALVES shall be subject to the version of the B2B Terms and Conditions in force at the time of placing the Purchase Order through the online store.
Please check these Terms and Conditions periodically for any such changes.
11.4 Data protection
Each provision of these B2B Terms and Conditions shall be interpreted separately and independently of the others. If any provision is considered to be invalid, void or lacking in effect, that provision will be considered to be severable and will not affect the effectiveness of the remaining provisions of these B2B Terms and Conditions.
11.6 Sub-contracting and transfer
CMO VALVES reserves the right to sub-contract, transfer, assign or novate all or any of its rights and obligations under these B2B Terms and Conditions, provided that the Purchaser’s rights under these B2B Terms and Conditions are not affected. The Purchaser may not sub-contract, assign or transfer any of its rights or obligations under these B2B Terms and Conditions without written consent from CMO VALVES.
11.7 Events beyond reasonable control
CMO VALVES is not responsible for any delay or failure to perform its obligations under these B2B Terms and Conditions where the delay or failure is due to causes beyond its control.
11.8 Applicable law and jurisdiction
These B2B Terms and Conditions and the Contract shall be governed by the laws of Spain. The Contract, and any litigation or claim (including non-contractual litigation or claims) arising from it or in relation to it or its purpose or constitution, shall be governed and interpreted in accordance with the laws of Spain. The Parties acknowledge that the United Nations Convention on Contracts for the international sale of goods, adopted in Vienna on 11 April 1980, shall not apply to these B2B Terms and Conditions or to the Contract.
The Parties agree that any dispute, discrepancy, question or claim resulting from the execution or interpretation of these B2B Terms and Conditions and the Contract or related to it, directly or indirectly, including non-contractual disputes or claims, shall be resolved before the Courts of Tolosa, Gipuzkoa.
Last update 26/05/2022