Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE
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This document establishes the contractual relationship between TÉCNICAS DE ELECTRÓNICA Y AUTOMATISMOS, S.A. (“UTILCELL”) and individuals who acquire goods and products from the aforementioned entity (the “Buyer” or the “Client”) under the terms stipulated herein (the “General Terms and Conditions of Sale”).

The agreement is executed upon UTILCELL’s acceptance of the order placed by the Client, in accordance with the terms of the offer. An offer shall be understood as the document that includes the type of Products (as this term is defined below) that the Client may purchase from UTILCELL (the “Offer”).

These General Terms and Conditions of Sale, regardless of the chosen sales channel, apply to all sales made by UTILCELL to the Client, constituting, together with the Offer, the entire agreement between the Client and UTILCELL (the “Agreement”).

These General Terms and Conditions of Sale may be modified at any time and without prior notice from UTILCELL, but they will not have retroactive effect. In the event of modifications to the General Terms and Conditions of Sale for Clients with registered accounts, the amendments will be notified when required by regulations, with the prior notice that may be applicable. Our updated General Terms and Conditions of Sale are available on our website: https://www.utilcell.es (the “Website”).

I. INFORMATION ABOUT UTILCELL
1. TÉCNICAS DE ELECTRÓNICA Y AUTOMATISMOS, S.A. is a company incorporated in accordance with Spanish law, with registered office at Paseo de la Castellana, 171, 4th Left, Office 8, Madrid, with Tax Identification Number (N.I.F.) A-08688665, registered in the Commercial Registry of Madrid, volume 36954, page 155, Sheet M-660797, 1st entry, email address utilcell@utilcell.es, telephone number (+34) 93 498 44 65 and website https://www.utilcell.es/.

II. SCOPE OF APPLICATION
1. The Client declares: (i) to have had access to these General Terms and Conditions of Sale prior to the formalization of the Agreement between UTILCELL and the Client (the “Parties”); and (ii) having read, understood, and fully comprehended their content, expressly accepting them, and agreeing to their incorporation as part of the Agreement.

2. The acceptance of the General Terms and Conditions of Sale does not prevent the Parties from agreeing on the specific conditions they deem appropriate upon the execution of the Agreement, constituting both these General Terms and Conditions of Sale and, if any, the specific conditions, an integral and necessary part of the Agreement.

3. The specific conditions, if any, will prevail over the General Terms and Conditions of Sale in all matters in which they differ or contradict each other. If no specific conditions are included, the General Terms and Conditions of Sale will be directly applicable to the Agreement.

4. The General Terms and Conditions of Sale shall be exclusively applicable and exclusive with respect to any other contracting (or purchasing) conditions of the Client. Without the express written consent of UTILCELL, no other contracting (or purchasing) conditions of the Client will be recognized as applicable or effective.

5. Any amendment of the General Terms and Conditions of Sale shall only be binding on the Parties if such amendment is in writing and signed by both Parties.

6. Unless expressly agreed otherwise in writing by the Parties, partial or conditional acceptances of these General Terms and Conditions of Sale by the Client shall not be valid.

III. UTILCELL PRODUCT INFORMATION
1. UTILCELL is a manufacturer of load cells, mounting accessories and weighing indicators (the “Products”).

IV. CLAUSES APPLICABLE TO PRODUCTS

1. General

UTILCELL undertakes to supply the Products expressly indicated in the Offer and the Agreement.
Any other component, equipment or material not explicitly included in the Offer, and deemed necessary by the Client, shall be at the expense of the Client unless the Parties expressly and in writing agree otherwise.
Any amendment to the Offer must be proposed in writing to the other Party and must be expressly approved, also in writing, by the other Party.
The Client will be solely responsible for defining (in their order, or the corresponding document prior to the Offer) the technical specifications, capabilities, as well as any specialty or characteristic that must be observed in the Products they intend to acquire. UTILCELL shall not be responsible for the suitability of the Products for the specific purposes required by the Client.
Notwithstanding the foregoing, UTILCELL reserves the right to introduce the modifications it deems appropriate during the execution of the Products, services or works, in accordance with its advancements and new techniques.

2. Price

The price of the Products and services, both for personnel, parts, components, auxiliary equipment, transport material, consumables, etc., do not include Value Added Tax (VAT), or other taxes, levies or fees that may be applicable, and which will be duly invoiced to the Client. Notwithstanding the foregoing, UTILCELL reserves the right to cancel or modify the terms of the price of its Offer at any time prior to the acceptance and signing of the Agreement, by an authorized representative of UTILCELL.

In the event that the Offer presented by UTILCELL includes estimations regarding hours of execution of certain services in relation to the Products, number of people who have to intervene in them, term of the works or on other similar issues, they will in any case be indicative, billing the units actually consumed, used or carried out, regardless of the variation from the estimated ones.
Once the Agreement is formalized, the prices of the Services will be considered fixed and not subject to revision, except in cases where: (i) it has been agreed between the Parties, (ii) when the variation is attributable, directly or indirectly, to the Client; or (iii) when UTILCELL’s suppliers or providers pass on a higher cost of the materials, parts, components or services necessary for the execution or provision of the works and services.

UTILCELL will require the Client to make an advance payment. The offsetting or deferral of any payment by the Client shall only be possible with the prior written agreement of the Parties.
In the event that the Client introduces extensions or modifications to the Products originally contracted, all the costs derived from such modifications (which, in any case, must be accepted by UTILCELL) must be paid by the Client to UTILCELL. In this sense, any additional personnel services, motivated by such extensions or modifications (engineering, assembly, travel, stays, etc.) will be paid by the Client to UTILCELL in accordance with the prices in force at the time such services are carried out.

3. Delivery

Unless otherwise agreed in writing by UTILCELL and the Client, all Products will be delivered to UTILCELL’s facilities. The ownership of the Products and the risk of loss or damage are transferred to the Client at the time the Product is made available to the Client at UTILCELL’s facilities.
When the delivery of the Products is delayed due to the Buyer’s cause, UTILCELL shall be entitled to pass on to the Buyer the storage and handling costs, and the Buyer shall be obliged to pay such expenses within thirty (30) days following the presentation of the corresponding invoices.

4. Modifications, cancellations and claims

For the modification, change, reduction in the quantity of the contracted Products, the written consent of UTILCELL will be required. The Client will compensate UTILCELL for all expenses incurred as a result of such modifications. Likewise, UTILCELL will not be responsible for changes in the design or other instructions, unless they have been provided in writing with sufficient advance notice.

In the event that once the Agreement has been signed, prior to or during the execution of the works related to the contracted Products, UTILCELL finds it necessary to suspend, temporarily or permanently, the execution of the works required for the Products contracted by the Client for reasons attributable to the Client, the Client must pay UTILCELL an economic compensation in order to compensate the latter for the expenses incurred by UTILCELL such as lost hours, personnel travel, per diems, immobilization of equipment and tools, etc. due to the forced suspension of execution, without prejudice to the penalties that have been agreed for such cases, and the compensation that may correspond to UTILCELL for damages and losses.

5. Industrial Property Rights

In the event that the Agreement includes the manufacture of any part specifically made for the Client, UTILCELL will be the owner of all industrial property rights (the “Industrial Property Rights”) over such parts. The Client agrees to indemnify UTILCELL against any infringement of, or claim regarding the Industrial Property Rights, specifically, it will indemnify and pay all legal expenses incurred by UTILCELL in the exercise of the appropriate legal actions for the defense of the Industrial Property Rights.

6. Software rights

Unless otherwise specified in writing, any associated software or part of any product sold, loaned in testing or demonstration to the Client (the “Software”) shall be deemed to be the exclusive property of UTILCELL. The Client agrees not to exploit the Software, including for distribution, selling or distributing in any way, without the prior written consent of UTILCELL.

7. Limited software warranty

UTILCELL guarantees that the software created by UTILCELL based on specifications provided by the Client (the “Custom Software”): (a) will perform in accordance with the accompanying written specifications and communications set forth by the Client for a period of ninety (90) days from the date of receipt; (b) any hardware accompanying the Custom Software will be free from manufacturing defects and materials, and will be in normal conditions of use and service for a period of one (1) year from the date of shipment from UTILCELL, without prejudice to any applicable legal warranty.

This limited warranty will be voided if the failure of the Custom Software or accompanying hardware is due to accident, abuse, misuse, or incorrect specification by the Client. Any replacement software will be warranted for, the greater of: (i) the remainder of the original warranty period; or (ii) 30 days.
As with the products warranty, UTILCELL will analyze the existence of the deficiency and that it has not occurred as a result of any accident, abuse, misuse or incorrect specification.

8. Personal data protection

The party responsible for processing the data provided by the Client is TÉCNICAS DE ELECTRÓNICA Y AUTOMATISMOS, S.A. with registered office at Paseo de La Castellana 171 – 4th Left, Office 8 (Madrid) (the “Responsible Party”).

The Client may contact the Responsible Party’s data protection officer through the following email address: utilcell@utilcell.es.

The Responsible Party will process the Client’s personal data to execute the General Terms and Conditions of Sale. The legal basis that legitimizes the processing is the execution of the Agreement or the need to apply pre-contractual measures.

The Responsible Party may transfer the Client’s personal data in compliance with a legal obligation or in response to a legal requirement from Courts or Tribunals, as well as from the State Security Forces or any other Public Authority. No automated decisions will be made that could affect the interested parties. The data will be kept for the entire duration of the General Terms and Conditions of Sale and for the necessary time to comply with the legal and contractual obligations related to the execution of the Agreement.
The Client may exercise the rights of access, rectification or deletion, limitation of processing, portability, as well as oppose the processing, by sending a written communication to the Responsible Party at the address specified in the heading. Likewise, the Client may file a complaint with the Spanish Data Protection Agency.
UTILCELL may make changes to the data protection policy at any time, changes will be published on our Website.
UTILCELL Products are sold through a network of independent distributors, which may have their own data protection policies.

9. Website terms of use

The information contained on this Website refers to the Products and services provided by UTILCELL, as well as other information related to its team of professionals, etc. The information about our Products and services in no way constitutes a binding offer. UTILCELL reserves the right to modify the information contained herein when it deems it convenient and without prior notice.

This Website and all the information, data, software, services, text, design, graphics, audio clips, video clips, and other material or content that is found within, available through, or otherwise viewed, heard, or experienced by you (collectively, the “Content”) belongs to UTILCELL, its group, partners, collaborators or other third-party providers. Any unauthorized or prohibited use of any Content may expose you to civil or criminal liability, or both, under applicable federal and state laws.

The Website may contain hypertext links to other pages that are completely independent of this website. UTILCELL will not respond to or guarantee, in any way, the accuracy, insufficiency or authenticity of the information provided by any person or entity, natural or legal, with or without its own legal personality, through said hypertext links.

10. Account registration

Access to certain areas and functions of this Website requires the Client to register and open an account with us. To create an account, you must complete the specified registration process by providing UTICELL with complete, current and accurate information, as prompted by the applicable online registration form. It is the Client’s responsibility to maintain the integrity, currency and accuracy of their registration data, and any loss caused by failure to do so will be imputed to it. When creating an account, the Client may be asked to choose a username and password. This information is personal and you should not allow third parties to use your user data under any circumstances.

The Client is responsible for maintaining the confidentiality of their password and account information, as well as for any and all activities carried out with their account. The Client agrees to notify UTILCELL immediately of any unauthorized use of their account. UTILCELL is not responsible for any loss that may be incurred as a result of another person using the password or account information, with or without the Client’s consent.

11. Exclusion of liability for the Website

The responsibility for the use of this Website corresponds solely and exclusively to the Client. UTILCELL is not responsible, in any case, for damages of any nature that may be caused by:

1) The non-availability, maintenance and operation of the Website or its services or contents, as it requires supplies and services from third parties.

2) Errors and omissions in the information published, as well as the lack of usefulness, adequacy or validity of the Website or its services or contents to meet the needs, activities or specific results or expectations of the Client. Access to our Website does not imply the obligation on the part of UTILCELL to control the absence of viruses or any other harmful computer element. In any case, it is the Client’s responsibility to have suitable tools for detecting and disinfecting harmful computer programs. UTILCELL is not responsible for any damage caused to the computer equipment of Users or third parties during the use of the Website.

12. Communications

Communications and notifications between the Parties may be made through email or other means of communication that allow confirmation of their receipt and will be sent to the attention of the people determined by the Parties for these purposes. Any change in addresses or people for notification purposes must be immediately communicated to the other party in accordance with the provisions of this clause.

13. Assignment and subcontracting

The Client may not assign its rights and obligations arising from the Agreement without the prior written consent of UTILCELL. UTILCELL may assign its rights and obligations arising from the Agreement to any company belonging to its group (in the terms of article 42 of the Spanish Commercial Code) and may subcontract the Products and Services to third parties, all without the prior written consent of the Client.

14. Applicable law and jurisdiction

The Agreement is governed by common Spanish law. The Parties agree to submit any litigious matter arising from, or related to, the Agreement to the courts and tribunals of the city of Madrid, expressly waiving any other jurisdiction that may correspond to them.

V. SELLING AND SUPPORTING PRODUCTS RESTRICTIONS

Following the international trade restrictions to the companies located in the following countries cannot receive sales or support of Utilcell products from our offices or through our official distributors: Russia, Belarus, North Korea, Iran, Syria, Cuba, Crimean Region.