General conditions of sale

Version 1 | January 2, 2019

1. General clause:

This contract reflects the sales conditions set between "Manufacturados Españoles de Resinas Fluoradas SLU" (hereinafter MEREFSA) and THE CLIENT, and implies the acceptance of all the terms reflected here, no condition reflected by the client being valid in any other document except MEREFSA express signature. This includes any general condition sent by the customer when accepting the order, attached general purchase conditions or other conditions that are reflected in web registration operations indicated by THE CLIENT. The data received by the clients will be considered as suggestions to facilitate the negotiations, but in no case constitute their acceptance unless there is an express signature by the legal representative of MEREFSA.

2. Offer validity and production start requirements:

The products to be served, as well as their characteristics are those reflected in the MEREFSA offer document, independently of the initial information provided by the client that could vary in subsequent communications. Technical advice, whether verbal, in writing or through essays, is given in good faith but does not relieve the client of the obligation to verify its validity by accepting the offer.

The orders will be managed once the agreement of the offer has been received together with the proof of payment if applicable.

Confirmations of offers once they have expired, or that imply prior payment and that are later than the validity date, will not be considered valid. However, MEREFSA reserves the right to respect these conditions even if it has expired if it deems it appropriate.

The indicated deadlines will be considered valid once all the relevant aspects have been managed and the order confirmation is sent to the customer. This confirmation will be made once the established payment method has been verified, being a reason for refusal not to have credit by the MEREFSA risk insurer or not to have the corresponding bank note depending on the established payment method.

Changes or cancellations on the accepted offer are not guaranteed, notwithstanding that MEREFSA will always make its best efforts to review its viability and provided that the raw materials necessary for its manufacture have not been produced, prepared or purchased.

3. Payment and financing:

The customer accepts the payment method indicated in the offer and undertakes to strictly respect it. MEREFSA reserves the right to change it unilaterally in case of breach of this in previous commitments, or in case of failure to comply with the agreements reflected in the document "Acceptance of payment method".

All expenses and commissions generated to make the payment of the offer or the invoice will be paid by the customer.

In case of prior payment, the acceptance of the offer will not be considered effective until receiving the full income indicated.

In case of non-compliance with the payment method, MEREFSA will pass on to the client all the expenses incurred and reserves the right to charge interest up to the legal maximum allowed for the delays produced.

4. Tooling and Production based on plans accepted by the client:

If the manufacture of tools or molds is necessary, prior written and express acceptance of the part plan provided by MEREFSA will be required. All material delivered by the customer such as samples, previous plans, sketches or any other material or documentation; They are considered instruments for the development of the final production plan, the latter being the only valid document to manufacture regardless of the variations that exist on the rest of the materials or previous documentation provided.

MEREFSA may pass a "Participation" price on the client for design, advice and production start-up tasks. This price will be expressly reflected in the offer. The tools will always be owned by MEREFSA and may be published on our website.

Homolotacion: A new tooling will always require the approval of a first production sample. This will be understood automatically by MEREFSA as long as the sample meets the dimensional tolerances indicated in the part plan supplied to the customer. MEREFSA may require the express acceptance / approval by the customer of a first manufactured sample and before making the overall manufacture of the order. Such approval may be made through the sending of documents (showing photos, dimensions or specific elements of the product) or physical shipment of the manufactured sample to the customer. To facilitate the homologation tasks in the MEREFSA facilities, it is always advisable to know the final application of the product and even that the customer provides those parts where the product to be manufactured will be housed. Since, depending on the type of material and its elastic properties (as in the case of Silicones), the exact position of the workpiece plane cannot be guaranteed even when the reflected dimensions are met. In case of not having this accommodation, it will be the responsibility of the client to check it, the return being not acceptable for that reason.

5. Manufacturing Deadlines:

The manufacturing times indicated are estimates and may vary depending on the final date of acceptance of the offer, acceptance of the production plan, order confirmation, production requirements, agreed payment methods that imply prior verification, acceptance of samples by part of the client or force majeure outside of MEREFSA.MEREFSA will always make its best efforts to meet or advance these deadlines as much as possible. In no case will penalties be accepted due to date variations.

In certain cases, MEREFSA may make production changes to advance manufacturing times with an additional cost, in which case the price will be expressly reflected in the offer.

In the case of indicating specific dates they will be managed depending on whether it is considered Deadline (may be manufactured and sent before that date), or an initial date from which the product must be available (to make it available to from that date).

The indicated term always refers to the manufacture of the product at the MEREFSA facilities and never to the reception at the customer's premises (even if MEREFSA manages the transport).

Samples: If validation is necessary through an initial sample manufactured by MEREFSA, the deadlines will not begin until they have been accepted.

The samples provided by the customer will be returned with the final order. If the return is not necessary, it will be eliminated.

6. Billing:

The billing of the tool participation services will be made at the time of manufacturing the first production sample. If it is not expressly specified in the offer, it will not be necessary to physically provide a product sample as long as they are within the tolerances of said material.

In general, invoices will have the same delivery date ( which is the one that indicates the availability for the client ), using said date to calculate the expiration date according to the payment method indicated in the offer. However, the invoice date may be later depending on the internal organization of MEREFSA.

7. Variations in quantities and Tolerances:

There may be variations in the quantities offered due to the production processes. A variation of +-10% is considered acceptable. Said variation will be incorporated in the final price of the Invoice when there is an agreed credit. In case of superior variation and there is a prior payment agreement Manufacturing, the difference will be indicated to the customer to be paid before the product can be withdrawn from the MEREFSA facilities.

Extrusion tolerances correspond to the Standard ISO 3302-1, CLASE E-2 for standard silicones.

Machining tolerances correspond to the standard ISO 2768 1 middle grade and ISO 286 2 quality IT 11.

The indicated tolerances are those that will be applied in a general way except in exceptional cases.

8. Formats and Packaging:

The delivery format will be the one defined by MEREFSA unless expressly identified in the offer of other conditions, and regardless of what had previously been delivered in another way. MEREFSA may vary these formats with respect to previous deliveries without prior notice.

In the case of products that are wound in rolls (such as extruded profiles, tubes, cords, or the like) it is accepted that the agreed final length may have cuts and is not continuous, provided that it is guaranteed that the final quantity served is within the variation indicated in section 7) Variations in quantities and Tolerances.

The standard packaging defined by MEREFSA will be used unless specifically stated otherwise in the offer.

9. Storage and means of transport:

The means of transport contracted will be the one indicated in the offer.

In the event that the collection of the merchandise is processed by the customer, he undertakes to withdraw it within 4 days of receiving the notice of availability. MEREFSA reserves the right to charge storage fees in case of unjustified delays, at the rate of up to 5 Euros per day per pallet and up to 2 Euros per day per box.

In case of delivery outside of Spain with transport not managed by MEREFSA, the client undertakes to deliver all the necessary documents to legally prove that it has been received in the place indicated on the invoice.

Outside of MEREFSA's facilities, storage, application and use of our products are beyond our control and therefore, exclusively at your own risk.

10. Product sheets and certificates:

You can check the product catalog on our website https://www.merefsa.com/ where you can also access standard files and other documents of interest. If additional certificates are required, they must be requested to determine the cost that may be assumed.

MEREFSA will not be obliged to deliver certificates that have not been reflected in the offers except for those legally required. In case the client requires certificates later, MEREFSA will evaluate the possibility of carrying them out and their cost if applicable.

11. Certificates of official bodies:

The official certificates demanded by the client and not required by Spanish legislation will be paid by the client. Said cost shall include the official fees of the organizations that issue them, as well as the management costs originated from MEREFSA to carry out said procedures. Consult with your commercial the cost of these certificates in case of any doubt.

12. Rules before first use:

All products must be previously sterilized before the first use. This point is especially important in applications that may affect Food or in sanitary uses.

13. Claims and returns:

The customer is responsible for reviewing the quantity and quality of the products at the time of receipt. In case of defect in transport, the customer must indicate the defects observed in the delivery note of the carrier. All defects must be communicated within 3 business days after delivery. MEREFSA will not be liable for product damage when they are the result of incorrect handling, alteration or incorrect storage.In no case will returns be accepted after 30 days of delivery of merchandise.

In no case will returns be accepted after 30 days of delivery of merchandise. In no case will penalties be accepted unilaterally.

If there is a request for product review by the customer because it is considered inappropriate, it must be delivered at MEREFSA's facilities to be reviewed, where after a review and within a reasonable period of time a report will be issued regarding the solution taken. In no case will penalties be accepted unilaterally.

14. Legislation and commercial disputes.

In case of commercial discrepancies, these will be managed in good faith to reach a satisfactory agreement for both parties. If it cannot be resolved in this way, the disputes will be resolved in accordance with Spanish law, in the courts of the city of Barcelona.

In case of translation differences, the present conditions written in Spanish will always be valid.

15. Confidentiality:

The client or any of its employees may disseminate any commercial, technical, blueprint or any other information provided by MEREFSA without the prior acceptance of MEREFSA.

16. Data protection:

MEREFSA undertakes to process the personal data contained herein in accordance with the regulations in force in Spain in this regard.

*In case of ambiguity among translations, Spanish languaje General Conditions will always prevail.