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General Terms and Conditions of Sale
1. INTRODUCTION
1.1. The Customer acknowledges that ADNID is the owner of the information provided to it and of the Industrial and Intellectual Property rights relating to ADN ID trademarks.
1.2. The Customer agrees to:
2. ACCEPTANCE OF THE CONDITIONS
2.1. The Customer irrevocably accepts the General Conditions of Sale and Delivery, as well as our particular conditions, even if these conditions are in contradiction with the general and particular conditions of the Customer.
2.2. The general and specific conditions of the Customer do not bind ADN ID, unless ADN ID has expressly accepted them in writing. The conclusion of a sale between ADN ID and the Customer, without expressing disagreement with the general or particular conditions or other provisions established by the Customer, does not imply ADN ID's agreement with them.
2.3. Any person acting on behalf of the Client, whether a manager, a collaborator, etc., is presumed to be a representative of the Client and has sufficient powers to act as such and to bind him.
2.4. Intermediaries, agents or technicians of ADN ID are not authorized to perform acts that bind ADN ID, unless their offers are confirmed in writing by ADN ID. ADN ID reserves the right to cancel orders placed without their confirmation.
3. PRICE
3.1. The offers and price lists are purely indicative, ADN ID reserves the right to change these prices without notice. Orders will be accepted subject to a possible variation in price.
3.2. The price does not include transport costs, taxes (e.g. VAT) and additional fees. These costs, taxes and fees shall be borne by the Customer.
3.3. Notwithstanding the above, the invoice issued by ADN ID shall be based on the tariff in force at the time of delivery, irrespective of the price indicated above.
4. DELIVERY OF THE PRODUCT
4.1. The deadlines for delivery of the material are merely informative, and are not binding for ADN ID.
4.2. Unless expressly agreed in writing with ADN ID, the Customer shall not be entitled to request the cancellation of an order or any compensation including reimbursement of postage) in the event of a delay in delivery of the product, due to circumstances beyond the control of ADN ID.
4.3. The Customer may not refuse to pay the price of the products already delivered when there is, by ADN ID, the partial delivery of an order.
5. TRANSFER OF RISK
The risk of loss and/or damage is transferred to the Customer from the time of shipment of the goods to the Customer.
6. RECEPTION OF THE GOODS
6.1 It is an essential condition that at the time of receipt of the goods, any incident that may occur regarding the condition of the goods, the packaging or the number of packages is indicated on the delivery note signed to the carrier.
6.2 It is also essential to communicate by fax or e-mail or DNA ID such incident within a minimum period of 24 hours from receipt of the material to the customer service department.
7. CLAIMS
7.1. The Customer, upon receipt of the Product, shall have a period of 5 days to send to ADN ID any complaint regarding the Product supplied. After this period, the products will be considered as conforming and accepted by the Customer without any possible claim. The complaint must be sent to ADN ID offices preferably by email or through our website www.adnid.es. It must include the following information:
a) The number of the purchase invoice,b) The customer number.c) The reference number of the Product and its serial number.d) The number of units whose return is requested.f) A statement of the reasons for the claim.
Upon receipt of this information, ADN ID reserves the right to authorize or not the requested RMA, depending on the condition of the product and its warranty.
7.2. ADN ID will only accept the return of the Product under the following circumstances:
a) That the Customer returns the Product in the same condition (not unsealed and not already installed) in which it was delivered in its original packaging without Customer's inscription. b) That the return number (RMA), obtained from the Customer Service Department (never on the packaging), appears clearly on the shipping label. c) That, once the RMA has been obtained, the Product is sent within 3 working days. This RMA is subject to a maximum reception period of 10 days after which it will be cancelled.
7.3 If a product is received and it is found that it does not meet the requirements of the RMA, it will be returned to the Customer freight collect.
7.4. The request for return of a material due to inventory turnover or cancellation of the Customer, should be made within a minimum period of 7 calendar days from receipt. ADN ID may accept at its discretion such return within a minimum period of 15 days from the date of invoice from ADN ID, establishing a return charge of thirty Euros (30 days).
7.5. The Customer, from the acceptance of the Product, will have a period of 10 days to send to ADN ID, by email or registered mail, any claim concerning the invoices. In no case may a claim justify a delay or suspension of payment of the price of the product.
8. WARRANTIES
8.1. As an intermediary, the warranty covering the Product delivered to the Customer is limited to that extended by the manufacturer. This warranty only covers physical imperfections of the material support. ADN ID's intervention is limited only to the simple replacement of defective parts, provided that the manufacturer's warranty provides for such a measure.
8.2. The warranty applies provided that the Product delivered to the Customer is used under normal operating conditions, such as those described in the catalogs, instructions and manuals made available to the user. In no case it is guaranteed that the Product supplied is suitable to respond to a particular problem of the user.
ADN ID is not obliged to compensate the user or third parties for the consequences of the use of the product, whether direct or indirect damage, accidents suffered by persons, damage to property outside the product, loss of profit or loss of profit, damage arising or resulting from deterioration, or loss of data recorded by the user.
8.4 ADN ID assumes the shipping costs in both directions in case of DOA (Defective upon delivery of the material). If once the product is checked and found to be working properly, it will be returned to the Customer, who will have to pay the corresponding shipping costs and a fee of 30 euros for handling and testing costs.
8.5 The return postage for defective products within the warranty period is at the Customer's expense as the manufacturer does not include in the warranty the cost of postage for shipping the material for repair.
8.6 Customer shall ensure, whenever it sells to a consumer products purchased from ADN ID, that the consumer receives sufficient and appropriate information about the suitability of the Product for its normal use and for the purpose for which the consumer intends to purchase the Product. Customer shall not remove or replace any labeling, instruction manuals, components or other materials relating to the Product delivered by ADN ID or the manufacturer. Customer shall refrain from making any representation about the characteristics of the Product on behalf of ADN ID or the manufacturer. The Customer, in its capacity as seller to consumers, is solely responsible towards them for the conformity of the products sold to the consumer ("conformity" according to EU Directive 1999/44/EC and local legislation). The Customer shall refrain from making any representations to the consumer regarding the suitability or fitness of the product without the express consent of the manufacturer. The Customer shall indemnify ADN ID and the manufacturer for any loss, damage or cost arising from an act or omission of the Customer which constitutes a breach of the Customer's obligations under applicable law. If the Customer is entitled to claim under local law and ADN ID is held liable, ADN ID's liability to the Customer shall be limited to the amount of the original purchase price of the product which gave rise to the Customer's claim.Consumer" shall mean any natural person who acquires products as a final recipient thereof and not to integrate them in production, transformation or commercialization processes".
9. CRIMINAL CLAUSE
If the Customer finds the existence of a breach or defective performance of the Contract attributable to ADN ID, it is expressly agreed that the liability of ADN ID will be limited to the refund of the amount paid by the customer (and interest, if any) and the acceptance of the return of the product reason for the breach, terminating the contract of sale.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. The intellectual property rights of the programs offered to the Customer are owned by the manufacturer. The Customer is granted only and exclusively a license to use them.
10.2. The Customer is obliged to:
a) To ensure the confidentiality of the programs.b) To refrain from:
- Modifying the Product, in any form whatsoever; - Manufacturing imitations of the Product; - Allowing an imitation of the Product to be manufactured or encouraging such an action in any form whatsoever.
10.3. The user, in any form whatsoever, may not assign, grant, pledge, modify, or lend these programs, whether for consideration or free of charge.
10.4. The Customer is obliged to include in its terms of sale a paragraph reflecting the above in paragraph 10.1, 10.2 and 10.3.
10.5 ADN ID is not responsible for any infringement of commercial protection rights or intellectual property rights of third parties, which may be incurred by the products marketed. The Customer shall immediately inform ADN ID of any claim for such reason.
11. TERMS OF PAYMENT
11.1. The invoices issued by ADN ID, corresponding to the Products supplied, will be sent to the Customer at the time of delivery of the products.
11.2. Invoices are payable in cash, net and without discount. In case of longer term financing, they shall be subject to the surcharges published in our Products and Services Catalogue.
11.3. Amounts paid in advance shall always be considered to be given on account of the order. In no case shall they be considered Arras, so that the waiver by the Customer of the amounts advanced does not release the Customer from the obligations assumed under this contract.
11.4. Payment of the invoice shall in no case be subject to the installation or commissioning of the Products.
11.5. If the invoice is issued, at the Customer's request, in the name of a third party, both the Customer and the third party shall be jointly and severally liable for the payment of the invoice and for all other obligations arising from the general and specific conditions of sale.
11.6. Failure to pay all or part of an invoice, when due, will result in the application of a surcharge equal to 3% of the unpaid amount. This surcharge will be generated without the need for ADN ID to make a prior claim to the Customer. In any case, interest for late payment will accrue automatically from the day following the day indicated for payment. The applicable rate to determine the amount of interest will be the rate applied by the European Central Bank in its most recent main refinancing operation increased by 7 percentage points, without this clause preventing the immediate enforceability of the debt.
11.7. In case of termination and/or cancellation of the contract due to the Customer's fault, the Customer shall be obliged to indemnify ADN ID for damages caused. The compensation is set at a minimum of 30% of the total sale price, without prejudice to claim a higher compensation if the damage suffered is greater than 30%.
11.8. The period granted for payment shall automatically expire for Products already delivered and ADN ID shall not be obliged to deliver the Products pending delivery, when any of the following circumstances occur:
If one of these situations occurs, ADN ID may immediately demand payment of what is due and terminate the operations in process, with the simple notification to the Customer, in writing, without the Customer being entitled to any compensation.
12. RESERVATION OF TITLE
12.1. As long as the Customer has not fully paid the price and all amounts due as a result of the sale, the Product shall be considered the property of ADN ID, with all inherent rights. The Customer shall be considered the depositary of the Products and shall store them separately, clearly identifying them.
12.2. If upon expiration of any term the Customer does not pay the amount due, ADN ID may choose to demand immediate payment of all installments due and to become due, or terminate the contract and withdraw the Products held by the Customer, without any obligation to refund any of the amounts received, which will remain for the benefit of ADN ID, as compensation for breach of contract, without prejudice to compensation for damages caused to ADN ID, which it may claim.
12.3. If prior to the full payment of the Products, the customer is subject to any seizure or attachment of its assets, the seizure procedure shall expressly state that they are the property of ADN ID. If, despite this, they are seized, it will facilitate the exercise, by ADN ID, of the relevant third party seizure, the costs of which shall be borne by the Customer.
12.4. The Client, in addition to the special affectation to the fulfillment of its obligations, established on the products sold, shall be liable for them with all its other assets.
13. EXPORT OF PRODUCTS
13.1. The Customer undertakes to comply with the legal export control provisions enacted by the United States of America, as well as by the European Union and its Member States.
13.2. To export a Product outside the European Union, the Customer is required to obtain prior written authorization from the manufacturer. In the event of non-compliance, the Customer shall indemnify ADN ID for all damages, costs and expenses incurred.
13.3. For shipments of Products outside the Peninsula and Balearic Islands exceeding 150€, a shipping cost of 25€ will be applied, including the payment of the SAD. The formalities and tariffs managed once in the Canary Islands, shall be borne by the customer who receives the goods. Delivery time to the Canary Islands, Ceuta and Melilla is between 3-11 days from order confirmation. For orders under 150€, Canary Islands resident buyers do not have to declare the DUA or IGIC since last June 29, 2017.
14. RISK ENVIRONMENT
The Customer undertakes to respect the manufacturer's restrictions for Products that cannot be used in a nuclear environment or in any other hazardous environment. The Customer undertakes to indemnify ADN ID for damages, expenses and costs that ADN ID may suffer if there is a violation of this clause and of the restrictions imposed by the manufacturer.
15. ARCHIVES
For security reasons, the Customer undertakes to keep, for a period of five years, the list of its own Customers (with name and address), specifying the dates of sales of the Products to third parties, as well as all documentation relating to operations and special offers from the manufacturers.
16. APPLICABLE LAW AND COMPETENT JURISDICTION
16.1. The law applicable to these general conditions of sale, as well as to any dispute relating to this contract, shall be Spanish law.
16.2. Any dispute arising from this contract shall be subject exclusively to the jurisdiction of the Courts of Barcelona.
Electronic Ordering Conditions
1. By placing an order using this website or other e-commerce solutions of ADN ID ("the Program") the customer expressly accepts the application of these general conditions to transactions made using this means. The program allows the customer to consult ADN ID prices, product stocks and the issuance of orders by electronic means. The use of the program is restricted by the customer's definition of the use of the program by authorized users.
2. The customer represents that the person using the program on his behalf is an authorized user and has the ability to issue orders for ADN ID products and services in the name or on behalf of the customer. The security of the password of the program is the responsibility of the customer, who must ensure that each authorized user uses its own password, which will be issued by ADN ID upon request of the customer for this purpose.
3. When placing an order, the customer may jointly or individually use a combination of account name, account number and other forms of identification including a password or other access code provided to the customer (jointly or individually referred to as "Customer's access and/or identification keys").
4. It is the Client's obligation to maintain the confidentiality of its identification key(s). The customer shall immediately inform ADN ID if the password/s are lost or misplaced or in case of abuse or attempted abuse of the customer's password/s or other customer identification.
5. The customer is solely responsible for the use of the password/s of access or identification. It is also responsible for keeping it/s in a safe place and establishing the necessary procedures so that it/they can be used only by authorized users for those uses for which they are authorized. The customer shall be responsible for the use of the password/s that may be made by any employee, representative, dependent, proxy of the customer or person who has received the same/s by indication of the customer, even if he/she no longer holds such capacity. The customer shall be responsible for promptly informing of any changes that occur in relation to the authorized users designated by him.
6. As a result of the foregoing, the customer accepts that ADN ID may owe the amount of transactions corresponding to orders issued in which the customer's password/s have been used as if it had been the customer himself who had used the password/s, proceeding to the payment of the amount/s mentioned without any objection.
7. The customer accepts that any order issued through the e-commerce program or other electronic means in which the use of the password/s is necessary is a valid and binding order for the customer, and, for the avoidance of any doubt, shall have for both parties a value equivalent to that of an order placed in writing.
8. Customer acknowledges that ADN ID cannot guarantee the security of the Internet and that there is a possibility of interception or manipulation of data or information transmitted by Customer to ADN ID, which shall nevertheless be entitled to consider as truthful the information received from Customer in the form in which it is received at the address of Ingram.
9. Customer shall have the right to change, add or exclude authorized users by written notice, with acknowledgment of receipt, to ADN ID. ADN ID shall proceed to make the requested changes, additions or exclusions within 24 hours of receipt of the written request to that effect.
10. ADN ID may at any time modify these terms and conditions. The customer may proceed to terminate the contract and cease the use of access to the program by giving 2 weeks written notice. If no notice has been received within the aforementioned period ADN ID will assume that the customer has accepted the changes.
11. ADN ID and the customer may terminate the contract at any time and for any reason with a notice of 15 days. ADN ID has the right to terminate the contract and deny access with immediate effect if the customer breaches any of these terms and conditions. ADN ID may also terminate the customer's access to the program and cancel the identification and/or access key(s) if the customer has not placed any order using such key(s) for a period of 30 consecutive days.
12. ADN ID reserves the right to accept or reject any purchase order submitted through the program.
13. The customer agrees that the only documentation provided by ADN ID in connection with the purchase and payment of services purchased through the e-commerce program is a commercial invoice.
14. ADN ID's Terms of Sales shall apply to each and every order placed through the e-commerce program, unless ADN ID and the customer have agreed on particular conditions relating to the purchase or license to use the products purchased ("purchase contract"), in which case the terms of that particular purchase contract shall apply to the purchase and license to use the products purchased through the e-commerce program in that particular case.
15. Both parties agree that ADN ID shall not be liable for any incidental, direct, indirect, consequential or special damages arising out of or in connection with the electronic transmission of orders or other information even if ADN ID was informed of the possibility of such damages.
16. The customer waives any present or future opposition to the validity and enforceability of any order issued using the e-commerce program claiming that such order was issued and authorized by electronic means.
17. The customer is responsible for all expenses and costs of using the program, including, but not limited to, the costs of telephone consumption and connection, telecommunications equipment, etc.
18. The validity, interpretation and enforcement of these general conditions shall be governed by the laws of the country in which ADN ID accepts the order, accepting the customer the exclusive jurisdiction of the courts of that country, subject to the right of ADN ID to initiate legal action against the customer before any other court that is competent to recover outstanding debts of the customer.