1. – DEFINITIONS.
For the purposes of these Conditions, the following definitions shall apply:
HYGIA: HYGIA HEALTH TRADING, S.L., with NIF B17078932, a Spanish company with its registered offices at 17488 – Cornellà del Terri (Girona), Polígono PONT XETMAR Sau 3, Calle G, NUM. 5 and on file in the Mercantile Registry of Girona in Volume 353, Folio 108, Sheet B-17-078932; Email: email@example.com, Tel.: +34 872 220 442
Customer: Any individual or legal person who purchases products or services from HYGIA and is not considered a consumer or user for the purposes of Royal Legislative Decree 1/2007 of 16 November, approving the revised text of the General Law for the Defense of Consumers and Users and other complementary laws (hereinafter referred to as LGDCU).
Customer-Consumer: Any natural or legal person who purchases products or services from HYGIA and who is acting on a non-profit basis in a non-business or non-professional capacity.
However, any reference made with respect to the Customer shall also be understood to be made with respect to the Customer-Consumer, unless expressly indicated to the contrary, or should this be contrary to consumer protection regulations.
Standard product orders: Orders referring to HYGIA products regularly appearing in its catalogues, website, intranet or brochures, and that do not require additional manufacturing or assembly processes.
Orders for non-standard products or special productions: Orders relating to HYGIA products that require additional or special manufacturing or assembly processes, in response to a specific, written request by the Customer.
Additional costs: Expenses arising from items other than the base price of the product, as a consequence of the Customer’s order, such as: kits, units per package, special labels, non-standard packaging, or any other duly accredited item.
2.- SCOPE AND VALIDITY.
2.1. All sales and supplying of products and/or services provided by HYGIA shall be governed by these general terms and conditions of sale (hereinafter referred to as the “Conditions“), except for any special conditions that may be agreed to with each Customer in the corresponding offer or in the acceptance of the order.
2.2. These Conditions shall be considered to have been accepted by the Customer as soon as the latter has been expressly informed of their existence, either on the HYGIA website or in the offer or order itself.
2.3. These General Conditions shall remain in force until the end of the contract between the parties and the termination of all the obligations assumed by each. These conditions may be modified, so it is the Customer’s responsibility to read them periodically and, above all, when placing an order, as the Conditions in force at that time will be those applicable.
2.4. Failure to incorporate the clauses of the general terms and conditions into an order, or should any of them be declared null, will not render the contract totally ineffective, and the contract shall remain valid and in force, albeit sans the provision declared null and void.
2.5. Any conditions proposed by the Customer other than those herein, and not expressly accepted in writing by HYGIA, shall be ineffective and non-binding.
2.6. Documents issued by HYGIA other than these Conditions, such as brochures, catalogues, quotations, technical specifications, drawings, etc. are for information purposes only; and HYGIA reserves the right to modify them at any time, without prejudice to the particular conditions agreed to with its Customers.
3.1. The order may be placed by the Customer by any means made available by HYGIA, including, but not limited to, the website, email, phone, the Customer’s own shopping portals, chat features, an extranet provided to the Customer, etc.
3.2. When placing an order, the Customer shall specify as precisely as possible, in addition to the number of units and the site of delivery, the product or service ordered from HYGIA as stated in the catalogues, website, offers or enquiries.
3.3. When placing the order, the Customer is informed of the price of the product or services. The customer undertakes, upon acceptance of the offer, to take delivery of the products or services purchased and to pay the price agreed to, including, where applicable, delivery costs, without prejudice to what will be said regarding the possibility of cancellation in the general condition below.
3.4. For orders of non-standard products or special productions, the Customer shall also provide a detailed drawing and pay, if required, for the tooling prior to the start of the production of the same.
3.5. The offers, plans, designs, assemblies and any other documentation related to the order produced by HYGIA – as a result of its knowledge in accordance with the provisions of general condition 15 hereof – shall remain its exclusive property. The Customer may not, therefore, pass them on to third parties without HYGIA’s express written consent.
3.6. The order shall only include the equipment and materials specified in the offer or quotation expressly accepted by the Customer.
4.– CANCELLATIONS AND MODIFICATIONS OF ORDERS.
4.1. Orders for non-standard products or for special manufactures already accepted by HYGIA may not be cancelled.
4.2. The cancellation of orders for standard products accepted by HYGIA will require its written consent. All cancellations made by the Customer and accepted by HYGIA for standard products shall entail an additional payment of 10% of the total amount quoted, to defray handling fees. If the cancellation also entails damage or loss, HYGIA shall be entitled to claim payment thereof from the Customer. The above shall not apply to the Customer-Consumer if the cancellation of the order is made within fourteen (14) days and in accordance with its right of withdrawal, as set out in the 9th general condition herein.
4.3. HYGIA will only accept modifications and/or variations to the design, scope, times or other terms of an order if these are reported by the Customer in writing and with reasonable advance warning. Should such modifications and/or variations entail additional or onerous obligations on HYGIA, it shall be entitled to make a proportional and equitable adjustment of the contractual terms, both financially and in the variation of the delivery period.
5.1. HYGIA undertakes to comply with the delivery times agreed to with the Customer. However, delivery times stated in any documents drawn up by HYGIA are always informational, and may be modified for production reasons, delays in subcontracting, force majeure, etc. This fact is known and expressly accepted by the Customer, such that any delays that may occur in the delivery of the products shall not give rise to the termination of the contract, or to compensation or penalties of any kind.
Notwithstanding the foregoing, if HYGIA does not meet the delivery date for orders placed by a Customer-Consumer, the latter may ask that HYGIA deliver within an additional period, appropriate to the circumstances. If this additional period is not met, the Customer shall be entitled to cancel the order and receive reimbursement of the sums paid.
5.2. The Customer accepts the delivery of partial batches of products when service, production or storage circumstances so require.
5.3. In the event that additional costs are incurred as a result of an order of any kind, this shall be stated in the offer, quotation or order, and such costs shall be borne by the Customer, who shall pay them together with the amount for the products supplied.
5.4. If the Customer falls into arrears on the payments agreed to, or ceases its activity, HYGIA may suspend, temporarily or permanently, or cancel, at its own discretion, the orders pending at that time, or block the account and/or its supplying of materials, without prejudice to requiring the Customer to render the overdue payments, and/or claiming for additional compensation from the Customer for the suspension or cancellation of the supplies or execution of the services agreed to, if applicable.
6.1. Unless otherwise expressly agreed to with the Customer, all goods shall be subject to INCOTERMS EX WORKS (EXW) 2020. Therefore, they are transported at the Customer’s risk and expense, HYGIA not being liable for the risk of the goods’ deterioration or loss. Notwithstanding the foregoing, the risk of loss or deterioration of the goods shall only pass to the Customer-Consumer when he, or a third party indicated by him, other than the carrier, has materially acquired them.
6.2. All HYGIA products are delivered to the carrier after a thorough quality and packaging inspection, such that the Customer must carefully examine and inspect the material received with a view to its quality and quantity at the time of delivery. If, at the time of delivery, damage or defects in the quantity or quality are detected in the packaging or on the product, the Customer is to immediately notify HYGIA thereof by recording this on the corresponding delivery note within four (4) days of reception.
7.1. The Customer may ask HYGIA at any time for the price of the products in which it is interested. These prices shall only be valid for the period indicated by HYGIA in its communications to the Customer. If no period of validity is stated, it shall be understood to be only fifteen (15) days.
7.2. The price invoiced shall, in any event, be that in force for the product at the time the order is placed by the Customer and accepted by HYGIA.
7.3. The prices given to the Customer shall always be expressed in Euros and shall not include VAT or any other taxes, fees, transport costs, certificates or other items. Consequently, the price of the product purchased shall be augmented by the taxes or fees in force at the time of purchase, as well as transport costs, or any other applicable items, these being specified in the corresponding quote or order.
7.4. The price lists may be modified at any time by HYGIA without prejudice to the prices agreed to in the contracts in force with its Customers.
7.5. If during the production of orders prices are modified due to fluctuations in raw materials or other reasons beyond HYGIA’s control, the Customer shall be notified and shall have fifteen (15) days from the date of notification to express its disagreement, after which time they shall be deemed to have been validly accepted by the Customer for all purposes. If the price increase is not accepted, HYGIA shall assess the work carried out with the relevant costs accrued up to that time and shall issue the corresponding invoice in the name of the Customer, to be paid by him within thirty (30) days from the date on which it is presented for payment. Once the invoice has been paid, the Customer will have thirty (30) days to collect the material. Once these thirty (30) days have elapsed, HYGIA shall be fully entitled to make use of the equipment and the Customer shall have no right to bring any claims in this respect.
In the case of orders placed by a Customer-Consumer, if prices are modified during manufacture due to fluctuations in raw materials, or other reasons beyond HYGIA’s control, the Customer-Consumer shall be informed of the increase and shall have the right to terminate the contract if the final price is significantly higher than that initially stipulated.
7.6. The prices of HYGIA products refer to units. In cases of products with packaging containing several units, the minimum selling price is one package, and it shall be expressly stated whether the selling price corresponds to the whole.
7.7. Any information relating to the prices of the goods that is published in any medium (catalogues, price lists, web shops, etc.) shall not be considered an offer. In the event of price discrepancies, the price of the offer or order accepted by the Customer shall always prevail.
8.- TERMS OF PAYMENT.
8.1. The only valid terms of payment shall be those included in the offer, order or budget expressly accepted by the Customer and HYGIA, to be governed by the provisions of Law 15/2010 of 5 July 2010, amending Law 3/2004 of 29 December 2004, establishing measures to combat late payment in commercial transactions.
In the case of Customer-Consumers, the above regulations shall not apply, and the applicable payment conditions shall be those expressly agreed to with the former.
If the terms and conditions are not agreed to, the Customer shall pay in advance, in cash.
8.2. In general, and unless otherwise agreed to in writing, HYGIA will invoice each Customer order individually, the invoice bearing the date of the issuance of the order.
8.3. Invoice amounts are not subject to negotiations or discounts.
8.4. All bank charges arising from non-payment shall be borne by the Customer.
8.5. In the event of late payments or non-payment by the Customer, he shall be obliged to pay HYGIA, without prior notice, as of the payment’s due date, interest for late payment, as per Article 7 of Law 3/2004 of 29 December 2004. The payment of this interest shall not exonerate the Customer from his obligation to make the remaining payments under the conditions agreed to. Likewise, when the Customer defaults on payment, he shall be obliged to pay HYGIA compensation for collection costs, as provided for in Article 8 of said Law.
The foregoing shall not apply to the Customer-Consumer, in which case the legal interest rate in force at any given time shall apply.
8.6. HYGIA reserves the right to cancel any credit granted in the event of failure to meet payment deadlines, or if it harbors doubts about the Customer’s creditworthiness, and the right to demand immediate payment in advance for any goods ordered by the Customer.
9.- RIGHT OF WITHDRAWAL.
9.1. The Customer-Consumer has the right to withdraw from the order within fourteen (14) calendar days, without justification, without suffering any penalty, but must report this in writing to the registered offices of HYGIA, or to the e-mail address firstname.lastname@example.org. For this purpose, the Customer-Consumer may use the withdrawal form set out in Annex B of Royal Legislative Decree 1/2007 of 16 November, which approves the revised text of the General Law for the Defense of Consumers and Users and other complementary laws amended by Law 3/2014 of 27 March; or issue another type of unequivocal statement indicating his decision to withdraw from the contract.
9.2. The right of withdrawal shall not apply in the case of non-standard products made to the consumer’s specifications, and/or clearly personalized; or in the case of the provisioning of services after they have been fully rendered, if the services requested by the consumer were initiated with his prior express consent.
9.3. In the event that the Customer-Consumer exercises his right of withdrawal, HYGIA shall refund all payments received within fourteen (14) calendar days from the date on which the decision to withdraw from the contract is reported. Notwithstanding the foregoing, HYGIA may withhold reimbursement of the sums paid by the Customer-Consumer until the latter returns the product purchased or, at least, provides proof of its effective return.
9.4. The direct cost of returning the products or services shall be borne entirely by the Customer-Consumer.
9.5. The return will not be accepted and, therefore, no reimbursement will be made if the product has been used beyond its opening, if it is not in the same condition in which it was delivered, or if it has suffered any damage.
10.- RETURNS AND RESALE.
10.1. Notwithstanding the above general condition, if the Customer is not acting as a consumer or user, HYGIA shall not accept returns of any kind of products or services, once delivered to the Customer’s satisfaction or made available to him.
10.2. Exceptionally, HYGIA may accept returns of standard products provided that each and every one of the following conditions are met:
10.3. In any case, HYGIA reserves the right not to accept the return, especially if its poor condition is due to defects in storage, preservation, transport or handling.
10.4. Returns are sent at the Customer’s risk and expense, unless they are due to an error or cause attributable to HYGIA, in which case written acceptance by HYGIA shall be required.
10.5. Under no circumstances will returns of special manufactures be accepted, or, in general, any non-standard product.
10.6. Reseller Customers are responsible for their relationship with the final recipient and may not transfer to HYGIA any liability arising from events after delivery of the product, except as provided for in those cases expressly covered by law.
11- PACKAGING AND WASTE PROCESSING.
11.1. For the purposes of Royal Decree 782/1998 of 30 April 1998, which approves the Regulation for the development and implementation of Law 11/1997 of 24 April 1997 on Packaging and Packaging Waste, it is explicitly stated that in all sale or transfer transactions of HYGIA Products, the person responsible for the delivery of the packaging waste or used packaging for proper environmental management, if any, shall be the final holder.
12.- FORCE MAJEURE
12.1. HYGIA may suspend or delay the delivery of the products, due to Force Majeure situations, in these cases bearing no responsibility for the delays that are reasonable under the circumstances.
12.2. Force Majeure shall encompass any cause or circumstance beyond HYGIA’s reasonable control, including but not limited to strikes of suppliers, carriers and services; failures by third-party suppliers, or of transport systems; natural disasters, floods, storms, riots, strikes, labor disputes, strikes by HYGIA’s internal staff or its subcontractors; sabotage, acts, omissions or interventions by any government or agency thereof; accidental stoppages in HYGIA’s workshops due to breakdowns or other causes not attributable to HYGIA, and other force majeure circumstances as provided for in legislation in force that may directly or indirectly affect HYGIA’s activities.
12.3. In such cases HYGIA undertakes to inform the Customer as soon as possible of the existence of the Force Majeure situation and its foreseeable duration. It shall also notify the cessation of the cause, specifying the time during which it will comply with the obligation(s) suspended due to the same.
13.1. In the event of the Customer’s failure to honor any of the obligations incumbent on him, in particular if he fails to pay for all or part of HYGIA’s invoices, HYGIA may, after providing three (3) days’ written notice, demand compliance with the contract and the full payment of the sums due, plus interest for late payment, bank charges and administrative expenses accrued; or exercise its full right to terminate the contract, requesting the return of the goods at the Customer’s expense, together with funds covering all damages and losses incurred, and an additional indemnification equal to ten (10%) percent of the total price of the unpaid orders, which is expressly agreed to as a penalty clause.
13.2. The Customer shall also be entitled to terminate the contract in the event that HYGIA fails to fulfil its contractual obligations.
14.-INTELLECTUAL AND INDUSTRIAL PROPERTY.
14.1. All designs, plans, sketches, ideas, drawings, software, data and any other files that may constitute the subject matter of the order are the exclusive property of HYGIA, which expressly reserves the intellectual and industrial property rights pertaining thereto. Consequently, the Customer may not use or dispose of them or make them accessible to third parties without HYGIA’s prior written consent.
15.-LIMITATION OF LIABILITY.
15.1.The liability of HYGIA, its agents, employees, subcontractors and suppliers, for claims arising from the performance or non-performance of its contractual obligations, shall not exceed, in aggregate, the basic contractual price, and shall in no event include damages arising from lost profits, revenue, production or use; capital costs, downtime costs, delays, or claims brought by the Buyer’s customers, substitute energy costs, losses of anticipated savings, increased operating costs or any special, indirect or consequential damages or losses of any kind whatsoever.
15.2. The limitation of liability contained in this clause shall prevail over any other limitation contained in any other contractual document that is contradictory or inconsistent with this clause, unless such a provision would further limit HYGIA’s liability.
15.3. In the event that the products manufactured by HYGIA are produced on the basis of designs, drawings or specifications indicated by the Customer, HYGIA shall not be held liable if such products are not certified or do not fulfil the function or use that the Customer intended for them.
15.4. In any case, HYGIA is not responsible for and does not guarantee the electrical equipment required for the product ordered by the Customer.
15.5. This condition shall not apply to the Customer-Consumer, who shall be entitled to claim for those damages recognized in the legislation in force.
16.- APPLICABLE LAW, JURISDICTION AND VENUE.
16.1. These General Conditions shall be governed by Spanish law.
16.2. Any dispute which may arise from the application or interpretation of these Conditions shall be subject to the jurisdiction of the Courts and Tribunals of the city of Girona, expressly waiving any other jurisdiction that may be applicable.
16.3. Notwithstanding the foregoing, any dispute that may arise between HYGIA and the Customer-Consumer shall be submitted to the jurisdiction of the courts and tribunals of the Customer-Consumer’s domicile or the obligation’s place of performance.