General Terms and Conditions of Sale
These conditions of sale shall apply to the contract with Neoflex buyer’s (“Buyer”) for the sale and delivery by NEOFLEX S.L. (“Neoflex”) of Neoflex products (“Products”) and are additional to any specific agreement entered into between Neoflex and the Buyer, which will prevail over this document in the event of any discrepancy or contradiction between the two. Buyer's placing an order and taking in the Products shall constitute acceptance of these conditions of sale.
No variation of these conditions of sale shall be effective unless expressly stipulated, agreed or confirmed in writing by Neoflex. The invalidity or unenforceability for any reason of any part of these terms and conditions shall not prejudice or affect the validity or enforceability of the remainder.
Buyer shall not assign any contract for the sale of Products or any rights hereunder in whole or in part to any third party without the prior written consent of Neoflex.
OFFERS ORDERS AND AGREEMENTS
Any catalogues, brochures, cannot be considered as offers and are provided without any commitment from Neoflex, unless otherwise explicitly agreed in writing. Neoflex shall be bound only if an order has been accepted in writing. Orders are accepted subject to the availability of the Products at the time of dispatch.
Delivery of the Products shall be EXW at Neoflex premises unless agreed upon otherwise in writing.
If Neoflex undertakes delivery, delivery will take place when the Products in drums, IBC's or other packages are placed at the disposal for offloading by Buyer on the truck of the carrier or, for Products in bulk when the valves of the tank of the carrier have been opened.
If the Buyer undertakes to collect the Products, delivery will take place when the Products in drums, IBC's or other packages have been placed at Buyer's disposal at Neoflex premises for loading.
Buyer may not withhold payment in the event of delay caused by Buyer.
Terms of delivery are for information only and without any commitment, guarantee or liability of Neoflex. A delay in delivery will not give Buyer the right not to comply with his obligations as laid down in the contract.
Neoflex shall have the right to perform partial deliveries. For the purpose of these terms and conditions, each partial delivery shall be regarded as an independent delivery.
Neoflex shall not be liable for any delay in delivery or failure in performance resulting (directly or indirectly) from any of the following causes: natural disasters, war, terrorism, accidents, explosions, nuclear incidents, breakdown of equipment or machinery, sabotage, strikes or other labour disturbances (regardless of the reasonableness of the demands of labour), acts or omissions of any governmental authority (de jure or de facto), port congestions, shortage of supplies, labour, facilities, epidemics, Public Health Emergency of International Concern situation, pandemics (as a result, inter alia, of viruses such as SARS, MERS, Covid-19, etc. and their consequences, including, but not limited to: shortage of personnel caused by illness, the imposition of policies preventing travel or work, self-isolation or similar policies ordered by any government or simil authority, whether local, municipal, regional, national or supranational), total or partial suspension of public services or the supply of raw materials, restrictions ordered by local, regional, national and/or supranational authorities or recommendations by said authorities of policies preventing travel or work, fuel or power in consequence of non- delivery or any other cause, want of transport or any other cause (whether similar or dissimilar to the foregoing) which is either beyond Neoflex’s reasonable control or which makes the performance of the obligations either impossible. If Neoflex’s supply of Products should be limited as a result of any such cause, Neoflex shall have the right to fairly distribute any available Products among its customers in such manner as Neoflex may determine. If the delay resulting from any such case shall continue for more than 30 days, either party shall be entitled, on written notice to the other party, to terminate the contract with respect to Products undelivered at the time of termination.
Neoflex warrants to Buyer that the Products supplied will conform to agreed specifications. Any other condition or warranty as to the quality or fitness for purpose of the Products is hereby excluded except in the event of gross negligence or intent on the part of Neoflex. This warranty is limited to replacing defective or non- compliance Products or at the discretion of Neoflex, credit Buyer, in full or in part, for the amount of the invoice for the Products concerned.
Buyer shall inspect the Products immediately on delivery and shall be entitled to claim alleged loss, shortage or defect of such Products which could have been detected on such inspection provided that (a) Buyer indicates such alleged defect on the carrier's documents and (b) gives written notice thereof within four (4) days of delivery. Buyer shall be entitled to claim alleged intrinsic defects of delivered Products provided that Buyer gives written notice within (a) eight (8) days of discovery of such defect( s), and (b) within the expiration of the shelve life as indicated in the product data sheets, and (c) within thirty (30) days of delivery.
If Buyer claims alleged damage or defects of the Products, Buyer shall not further use the Products and shall retain the Products for inspection by Neoflex. Buyer is not entitled to return the Products to Neoflex without Neoflex’s written consent.
Any claims Buyer may have shall be forfeited if (a) the Products delivered are stored or used improperly; (b) Buyer fails to give written notice of the alleged defect and fails to allow Neoflex to inspect the Products in the state they were upon delivery; (c) Buyer does not comply, or not properly or not in time, with any of its obligations towards Neoflex as laid down in the contract. Neoflex assumes no liability for any errors that are caused by the inaccuracy or incompleteness of Buyer-supplied data.
If Neoflex, in its discretion, provides the Buyer with advice or assistance in reference to the use of the Products, such advice or assistance shall not subject Neoflex to any obligation or liability in respect of the results obtained except in the event of gross negligence on the part of Neoflex.
Buyer shall handle the Products in accordance with the recommendations given by Neoflex in Neoflex’s safety literature. If Buyer is not already in the possession of such literature or requires any information or advice in connection with the safe use of the products Buyer shall immediately contact Neoflex.
TRANSFER OF RISK AND TITLE
All Products sold by Neoflex shall remain the property of Neoflex until it has received from Buyer all payments it is entitled to on the basis of the contract, including any damages, costs, interest and duties.
Until such time as property in the Products has passed to Buyer, Buyer shall ensure that the Products are kept and maintained in good condition at no cost of Neoflex.
Even if the actual delivery has not taken place, as soon as Neoflex fulfills its obligation to make the Products available to the buyer, the risk of loss or deterioration of the Products will be assumed by the Buyer, except for fraudulent or negligent action on the part of Neoflex.
PRICE AND PAYMENT
Prices are quoted exclusive of VAT and EXW (Incoterms 2020), unless otherwise agreed in writing. All prices are in euros (€) unless expressly stated otherwise.
Neoflex may at any time before delivery increase the delivery costs or price of the goods or vary the terms of payment by notice to the Buyer. Buyer may at any time within five days after receipt of such notice give Neoflex written notice of its objection against such increase, change or variation and in absence of such objection shall be deemed to have accepted the same. In case of objection by the Buyer, Neoflex may either continue to supply Buyer at the price, costs or payment conditions first agreed on, or at its own discretion, terminate the contract upon written notice to Buyer. Buyer is not entitled to claim any damages or other remedy in respect to such termination.
Unless otherwise stated herein, payment terms shall be Net 30 Days from the date of Neoflex invoice.
Payment shall be made in the currency stated on the invoice by transfer to one of the bank accounts identified thereon, unless otherwise agreed in writing.
Notwithstanding any other provision in this conditions or elsewhere to the contrary, Neoflex may revise the price, payment terms or shipping terms by written notice dispatched not less than thirty (30) days prior to the effective date of such change. In addition, if in the sole judgment of Neoflex, Buyer’s financial ability to perform hereunder is altered or impaired, Neoflex reserves the right, among any other right or remedy, to change immediately and without any prior notice, payment terms, require full or partial advance payment, stop shipment of any Products in transit, or to cancel any outstanding order, without liability.
Any information disclosed by seller to Buyer incident to the performance of this agreement, including but not limited to information related to pricing, volumes or the financial terms of this agreement and the existence of the agreement itself is disclosed in confidence for the sale and exclusive use of Buyer. Buyer shall not publish or otherwise disclose such information to others without the express written consent of seller.
Failure of seller to effect, or any delay by seller to effect, any available right or remedy shall not be construed to operate as a waiver of same.
To the largest extent permitted by the relevant national laws, Neoflex shall not be liable for loss of income or for any consequential or indirect damage.
Should any part of this agreement be deemed invalid by a court of law, it shall not constitute an invalidation of any other part of this agreement, which shall otherwise remain in effect.
This agreement may be executed in one or more counterparts, including by facsimile or PDF signature, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
LIABILITY AND INDEMNITY
If Neoflex is liable to pay damages, these damages shall not exceed the lower of the amount of the invoice for the Goods that caused the damage, or, if the damage is covered by insurance, the amount actually paid by the insurance company to Neoflex.
Neoflex is entitled, if an invoice is not paid in whole or in part upon due date or if Buyer does not comply with Neoflex safety recommendations or if Buyer does not properly or not in time comply with any other obligations under the Contract or enters into liquidation or receivership, ipso iure and without notice, to postpone the performance of all orders or to terminate all agreements concluded with Buyer with immediate effect, without any judicial orders being necessary and to claim immediate payment of all debts, including those not yet due, notwithstanding any agreement entered into beforehand and without prejudice to any other right or compensation of which Neoflex could benefit under the Contract or the law.
Pursuant to the provisions of Organic Law 3/2018 of December 5 on Personal Data Protection and Guarantee of Digital Rights (“LOPDGDD”) and Regulation (EU) 2016/679 of the European Parliament and of the Council (“RGPD”), the Buyer is hereby informed that the personal data it has provided to Neoflex as a consequence of the acceptance of these conditions, will be included on filing systems controlled by Neoflex.
Neoflex shall process Buyer’s data for the purpose of maintaining, developing and implementing the sale and delivery of Goods. The Buyer may exercise the rights of access, rectification, suppression (“the right to be forgotten”), limitation and portability or data protection, objection and opposite to automated individual decisions at any time by submitting a written request by post to: NEOFLEX SL, CAMINO DE CASTILLA KM.5, 03207, ELCHE(ALICANTE), or sending an e-mail to the following address: email@example.com , in either case specifying the Buyer’s first and last names and attaching a copy of Buyer’s national identity card.
GOVERNING LAW. JURISDICTION
The relationship between the Buyer and Neoflex is expressly subject to Spanish law.
In order to her any such disputes or claims as may arise over the interpretation of performance of the relationship between the Buyer and Neoflex, the two parties, with an express waiver of any other jurisdiction to which they may be entitled and notwithstanding the mandatory privisions on jurisdiction, voluntarly submit to the courts of the city Elche (Spain).
Neoflex, in its emulation of growth, evolution and commitment with customers, employees, suppliers and community, has definite a “Strategic Plan” in which there are gathered the different performances and managerial targets that will ensure the company sustainability.
This Quality Policy, always supporting and in accordance with the strategic management of the company, compromises us to the achievement of a continuous effort to obtain a continuous progress of all our processes.
To achieve this, our actions will be aimed at:
- Increase the grade of loyalty and satisfaction of our customers.
- Increase the quality of our products and everything what surrounds them: technical service, marketing, etc
- Improve the internal working conditions, of safety and satisfaction of our staff; to achieve motivated and qualified teams, in a working environment with the mutual trust and respect
- The improvements of the quality management system.
- Fulfillment of applicable requirements.
- The impetus of corporate culture, based on ethics and honest actions, and offering opportunities of development to every employee.
The management team of Neoflex is committed to complying with this Quality Policy, which will be reviewed periodically to be appropriate to the performance of the management system and the needs and expectations of relevant stakeholders at all times.