These general sales conditions will be applicable to any commercial relationship between the customer and ÚTILES Y MECANIZADOS S.L. (from hereinafter referred to as UMEC S.L.) with respect to the acquisitions of products and services that the customer contracts with UMEC S.L., unless the parties have reached any other agreement in writing.

When differences appear between the general conditions and the specific conditions stipulated for a contract, the latter will prevail.

These sales conditions may only be amended by written agreement between the parties, so, in this sense, any clauses or conditions that appear printed or hand-written on the orders, letters, or other documents issued by the customer, will not be valid.

The offers and quotations made by UMEC S.L. will not be binding for the latter, on the understanding that the sale and purchase contract will only be completed when UMEC S.L. confirms an order in writing. When a customer sends an order, this does not constitute a contract, even though UMEC S.L. has presented an offer in writing.

The offers are subject to the validity period indicated in them except for any specifically expressed extensions.

Once the contract of sale has been concluded, the cancellation or interruption of an order by the customer will only be possible with the written consent from UMEC S.L. When the cancellation is accepted, the customer must pay the costs that UMEC S.L. has incurred as a result of the cancelled order.

All prices must be considered as net, in Euros, without any deduction of any type, unless the agreed otherwise.

The prices do not includes taxes, duties or other charges, either of a general or of a special nature. These will be on the customer’s account unless otherwise agreed in writing.

UMEC S.L. guarantees the price that appears in an offer and/or price list until the deadline indicated therein.

UMEC S.L. undertakes to comply with all the delivery times agreed with the customer. However, these may be modified by UMEC S.L. due to production reasons, in which case the customer must be informed as soon as possible. The customer knows and accepts this situation, which will not generate any right to demand any penalty or discharge of the contract.

UMEC S.L. will not respond for any default or delay when:
(i) this default or delay is the result of interruptions in the product manufacturing process; or 
(ii) this default or delay is the result of a situation of Force Majeure, as this term is defined below and/or in the legislation or jurisprudence.
If any one of the defaults mentioned above occurs, the relative part(s) of the Contract will be suspended for the duration of this default, and UMEC S.L. will not have to respond to the Purchaser for any damage derived from it.

The expression “Force Majeure” will be understood as any circumstances or events that are beyond the reasonable control of UMEC S.L. – regardless of whether they were foreseeable or not at the time the Contract was signed – by virtue of which it is not reasonably possible to demand UMEC S.L. to fulfil its obligations, including situations of force majeure and/or failure of one of the suppliers of UMEC S.L. to comply with its obligations.

Unless agreed otherwise in writing, each order will be paid in cash and in advance, without any discount and not allowing any deduction, compensation or withholding of payment by the customer. Other payment conditions must be negotiated and accepted by UMEC S.L.

Payment will be made by bank transfer into account IBAN ES37 0128 O400 610100112685.

If the customer does not pay on the due date agreed with UMEC S.L., the latter may suspend any open deliveries.

Once payment has been requested by registered channel, the customer will be forced to immediately pay for all the work carried out and products supplied, as well as to pay for any harm or damage caused to UMEC S.L.

Likewise, UMEC S.L may terminate the contract of sale in which case the customer will have to return all the material sold. The sums already paid by the purchaser will be attributed to UMEC S.L. to cover damages, and UMEC S.L. will reserve any other claim that it might be entitled to.

The customer will review and examine the consignments, with respect to quality and quantity, at the very moment they are delivered. After the consignments have been reviewed and inspected, these will be considered as accepted by the customer, who will relinquish any claim.

Likewise, the customer will have 10 days to report any hidden defects or flaws that may appear in the consignments, but after this time he will lose any action and right to claim for this cause against UMEC S.L.

UMEC S.L. will maintain the ownership of the goods supplied until the full receipt of the payments agreed. In this regard, sending supporting documents or other instruments will not be considered as payment until the payment becomes effective in the bank account of UMEC S.L.
The technical documents, tools, designs, factory standards, tooling, etc. that UMEC S.L. places at the disposal of the customer will continue to be its property, preserving all the intellectual and industrial property rights over them. The customer may not transfer them or grant access to them to unauthorised third parties.
The customer undertakes to treat all the commercial and technical details brought to his knowledge as a result of the commercial relationship, which are not of public knowledge, confidentially, not being able to transfer them to third parties.
In compliance with (Spanish) Organic law 15/1999, 13 December, on Data Protection, the personal data provided by the customer will be incorporated into a customer file belonging to UMEC S.L., whose purpose is to maintain the contractual relationship, control and management of sales and the relative payments receivable.

UMEC S.L. will process these data with maximum confidentiality and undertakes not to use them for any other purpose than that for which they were compiled, as well as to preserve them with the proper measures that guarantee their safety and prevent their alteration, loss, and unauthorised access or processing. UMEC S.L. undertakes to maintain professional secrecy with respect to the aforementioned personal data, even once the contractual relationship has ended.

The customer may exercise his rights of access, rectification and cancellation, by writing to the registered offices of UMEC S.L., Polígono Industrial Malpica, Grupo Gregorio Quejido, naves 44 y 45 ( 50016) Zaragoza.

This relationship will be governed by the Spanish legislation. The parties expressly waive any other jurisdiction that they may be entitled to and agreed to submit any different or lawsuit derived from the validity, interpretation, compliance or execution of the General Sales Conditions, as well as the actions or transactions contemplated therein, to the courts of Zaragoza.
Any controversy concerning the interpretation or execution of these general sales conditions will be exclusively referred to the Courts and Tribunals of Zaragoza, without taking into account the accepted place of delivery or payment method.