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Terms and Conditions of Sale of the CMZ Store

General Terms and Conditions of Sale of the CMZ Store (GTCS)

Definitions

In these General Terms and Conditions of Sale (hereafter, "GTCS"), the following terms shall have the meanings indicated as follows:

  • "Vendor": any company belonging to the CMZ Group that is mentioned in the offer or any other document that results in the application of these GTCS. The identification and contact details of the company are given in the website legal notice.
  • "Buyer": Any natural or legal person with whom the Vendor enters into a contract or to whom it sells the "Products".
  • "Product(s)": means products, or part of them, that are subject to a contract, as described in these GTCS and, if applicable, in the order confirmation issued by the Vendor.
  • "Delivery": completion of the supply of the product and making the product available to the Buyer in proper condition. See the section on transfer of property and risks.

General

  • All sales of the Products carried out by the Vendor are subject to these GTCS, except where stipulated to the contrary. No other conditions or agreements shall have any legal effect or value, unless they have been expressly accepted in writing by the Vendor.
  • By signing any order, agreement, contract etc., the Buyer renounces their own general terms and conditions of purchase and/or any other stipulation, and accepts these GTCS.
  • It shall be deemed that these GTCS have been communicated to the Buyer from the moment the latter makes an order on the CMZ Store website, having previously accepted these GTCS.
  • In order to be considered valid, any amendments, modifications or additions to these GTCS shall require the written agreement of both parties.
  • In the event that the competent Courts declare any provision in these GTCS to be null, this shall not affect the rest of the provisions of these GTCS, which shall remain in force. If this occurs, the parties shall negotiate and try to reach an agreement on the text of an alternative article, which shall replace the derogated provision, the intention and content of which shall be as similar as possible to the latter.

Formalising the purchase

  • The purchase contract between the Buyer and the Vendor is formalised when the order is made on the website.
  • When the order is made, an email will be sent to the Buyer confirming receipt of the order.

 

Prices and taxes

The prices shown in the browser are net. Delivery costs, VAT and rates will be added after processing the order.

Lead time

  • The Vendor will make every effort to ensure delivery of the Products within the given time frames, which are an estimate and is not binding, and the Vendor does not under any circumstances guarantee compliance with them.
  • The Vendor may make partial deliveries of the Products.
  • Except in cases where the delay by the Vendor can be linked to serious negligence or wilful deceit, the Buyer may not reject the receipt of the Products, suspend compliance with their obligations, especially their payment obligations, nor insist upon the resolution of the contract.

Transfer of property and risks

  • The delivery conditions shall be "Carriage Paid To" agreed-upon destination (CPT, Incoterms 2020).
  • The agreed-upon destination shall be the delivery address entered by the customer.
  • The Products shall not be sent until payment for them has been received.
  • The Vendor expressly reserves ownership of the products, which shall continue to be the Vendor's property until the Buyer makes full payment of the agreed price. If the Buyer files for bankruptcy or similar, the Buyer shall abstain from including the aforementioned Products in its assets, and shall inform the Vendor immediately.

Payment methods

  • Two payment methods are allowed: payment with debit/credit card and payment via bank transfer.
  • In the event of paying by debit card:

o The purchase invoice will be sent in electronic format via email, attached to the order confirmation.

  • When paying by bank transfer:

o The necessary information to make the transfer will be sent in the order confirmation email: IBAN, name of payee, sum and reference for the transfer.

o The proforma invoice will be sent in electronic format via email, attached to the order confirmation.

o Once notification of the transfer has been received, the final invoice will be sent electronically, to the same email address as the proforma invoice was sent to.

o A bank transfer must be made to the following account: ES79 0075 0270 12 0600167361. The proforma invoice will be valid for four weeks from the moment it is received.

o The products will not be sent until the gross payment has been received.

o It will be deemed that no payment has been received until the Company has received the full amount.

  • The payment deadline is an essential condition, therefore, if the Buyer fails to comply with their payment obligations, fails to pay on time or in full, the Vendor shall be authorised to suspend any commitment or obligation derived from the Agreement until the Buyer complies with their obligations, or even to resolve the Agreement, all of which shall be without prejudice to the Vendor's right to claim for damages suffered due to late execution or non-execution of the Agreement.
  • If the Buyer fails to make any payment stipulated in the Contract on the due date (without prejudice to the Buyer's other rights and legal remedies) the Company may charge the Buyer interest (before as well as after the trial) on the unpaid sum at an annual rate of 5% above the Euribor base rate, and/or suspend subsequent deliveries of the Products until the debt has been paid in full.

Warranty

  • The warranty indicated consists solely and exclusively of repair or replacement (at the Vendor's choice) within one year (from the date of purchase), of the Products that have been recognised as being defective, either due to material or manufacturing faults.
  • Repairs shall be done in the Vendor's factory, with the costs of disassembly, packaging, loading, transport, customs, rates etc. deriving from sending the defective material to the Vendor's factory to be payable by the Buyer. The Buyer undertakes to accept the repaired or replacement Products, and under no circumstances shall the Vendor be liable to the Buyer for any amount above the value of the Product supplied for any type of loss or damage as a result of the initial supply or delays in delivery of the replacement or repaired Products.
  • The repair or replacement of a defective product shall not alter the start date of the warranty period of the Products supplied. The repaired or replaced Products shall have a warranty period starting from their repair or replacement that is equal to the amount of time remaining on the defective or replaced product, until the deadlines stipulated in these GTCS have passed.
  • This warranty does not cover damages, defects etc. that are a result of:

o Repairs and replacement of parts as a result of normal wear, or possible aesthetic damage caused by rust and/or corrosion, among other things.

o Repairs, modifications or alterations to the Products carried out by personnel outside of the Vendor's organisation.

o Improper use, replacement, repair, modification, preservation or alteration, or failure to carry out maintenance in accordance with the maintenance instructions indicated by the Vendor.

o Incorrect or negligent handling, abusive use, defective assembly, modifications introduced without the vendor's approval, installations made or modified subsequently without following the technical instructions of the Product and generally any cause that is not attributable to the Vendor.

Force Majeure

  • Force majeure (hereafter, "Force Majeure") shall be understood to mean any circumstance outside of the Seller's control that permanently or temporarily impedes the execution of all or some of the Vendor's obligations towards the Buyer, regardless of whether those circumstances were foreseen or not at the moment an order, agreement, contract etc. was concluded, including but not limited to: government measures; rejection, revocation or cancellation of licences; company closure; forced closure of all or part of the company; war or threat of war; fire; transport problems; accident; labour unrest; lack of personnel; embargoes; permanent or temporary non-delivery of samples; failure by third parties to provide services, regardless of the cause; defects and/or breakdowns of equipment, machinery, systems and/or software and hardware; absence or shortage of material with which to manufacture the Products.
  • In the event that the Vendor is fully or partially impeded from complying with its contractual obligations due to Force Majeure, compliance with the affected obligation(s) shall be suspended, without any liability on the part of the Vendor, for the reasonable necessary time period according to the circumstances.
  • When a cause of Force Majeure occurs, the Vendor shall inform the Buyer as soon as possible, stating the cause and its foreseeable duration.
  • If the effects of the cause of Force Majeure extend beyond three (3) months and the Vendor cannot deliver the Product, the Vendor may, of its own free choice, either extend the delivery period during the period of Force Majeure, or resolve the Agreement, as well as demand payment for any partial delivery made, without being obliged to pay any damages or compensation to the Buyer.

Right of withdrawal

  • The Buyer may withdraw from a contract within fourteen (14) days.
  • The right to withdrawal may only be exercised on Products that have not been used or modified.
  • The right to withdrawal is not applicable:

o To the supply of products produced in accordance with the consumer's specifications, or clearly personalised, or which, due to their nature, cannot be returned.

o To the provision of services, once the service has been fully executed, when the execution has started, with the prior express consent of the consumer and user, and with their acknowledgement that they are aware that, once the contract has been completely executed by the company, they will have lost their right to withdrawal.

  • The time period for withdrawal begins:

o In the case of contracts, upon delivery of the goods (online store), the day that the Buyer or a third party designated by the Buyer that is not the transporter takes possession of the goods.

o In the case of a subscription plan (service), the day the contract is concluded.

  • It shall be sufficient when the Buyer has sent the declaration of cancellation within the deadline. The declaration of cancellation may be done by post or email, to the address given below.
  • If the Buyer cancels a sales contract (online store), CMZ must refund any payments made by the consumer (customer) one by one against the return of the goods or corresponding proof of return of the goods.
  • The Buyer must return the goods received and adequately compensate CMZ for any use that goes beyond assessing the characteristics, properties and functionality, including compensation for any reduction in the current value of the goods associated with such use.
  • In the case of delivery addresses outside of the EU, the Buyer must also refund CMZ for any special taxes / customs duties arising from the return that have been charged to CMZ.

Confidentiality

  • The Buyer is obliged not to disclose to third parties any documents, information, technical knowledge or any other information they have received from the Vendor (whether communicated in writing, verbally, electronically or by other means, either directly or indirectly) (hereafter, "Confidential Information") without the prior written consent of the Vendor, and is obliged to use this Confidential Information exclusively for the purposes provided for in these GTCS. The Buyer is obliged to make the Confidential Information available only to employees who require said Confidential Information and who are subject to the obligation of confidentiality.
  • The parties, including, among others, their affiliated entities, owners, directors and employees, without the prior written consent of the party distributing the Confidential Information, may not use or distribute, or allow the use or distribution to third parties, of trade secrets or any other type of Confidential Information, or make a statement or issue an information circular relating to the transactions that shall apply in these GTCS for any other purpose apart from that of fulfilling the obligations stipulated in these GTCS. This obligation shall remain in force for a period of five (5) years after delivery of the Products.

Electronic information

  • Any information supplied electronically by the Company shall be considered "as is", and without any type of guarantees, either express or implied. Such information is the copyright of the Company, and may be used exclusively in connection with making purchases from the Company, and not for any other purpose whatsoever.

Liability

  • The Vendor's total liability for claims derived from compliance or failure to comply with its contractual obligations shall not exceed the price of the defective Product that has caused the damages, and shall not under any circumstances include indirect or consequential damages that may suddenly occur as a consequence of the supply of the Product, and the Buyer must indicate aspects including but not limited to: the loss of production, loss of profit, costs of downtime, etc.
  • The limitation of liability contained in this clause shall prevail over any other contained in any other contractual document that may contradict the stipulations given above, except where such a provision limits the Vendor's liability to a greater degree.

Legislation and competent courts

  • With regards to any disputes that may arise deriving directly or indirectly from these GTCS, the parties shall attempt to resolve them by negotiating fairly and in good faith.
  • In the event that it is not possible for the parties to reach an amicable agreement in accordance with the previous paragraph, any disputes that may arise, including any matter relating to the existence, validity or termination of the agreements covered by these GTCS, shall be subject to the exclusive jurisdiction and competence of the Courts of the Vendor, all of which is without prejudice to the Vendor's right to initiate any judicial proceedings in any other competent jurisdiction.
  • These GTCS, their interpretation and contractual or extra-contractual obligations deriving from them or relating to them shall be interpreted in accordance with the legislation of the country in which the Vendor has its registered business address.

Communications

  • Any communication relating to this contract shall be done in writing, in Spanish (the official language of the contract) or in English, and shall take effect within the following twenty-four (24) hours after being sent by certified post to the registered business address of the parties.

Identification and Contact Information

  • Owner: CMZ Machine Tool Manufacturer S.L. (hereafter, CMZ)
  • Mercantile Register of Biscay, volume 5484, page 27, Entry no.1, sheet no. BI-64846.
  • Tax ID Number [NIF]: B 95 774 634
  • Address: Calle Azkorra s/n, 48250 Zaldibar, Vizcaya, Spain
  • www.cmz.com