Conditions of sale

1. General points
These conditions are applicable to all the transactions carried out with the Customer. These conditions will also be valid and fully applicable, even if, knowing of the existence of other general conditions of the Customer C. & G. CARANDINI, S.A. (hereinafter, “CARANDINI”), the commercial relations with this are accepted without reservations. Carandini only recognises alternative conditions of the Customer that have been expressly accepted in writing by Carandini.

2. Prices
The prices indicated in the current fee cancel all previous ones and may be modified without prior notice. All taxes and levies (e.g. ECORAEE) that could encumber the operation given in our invoices will be charged to the Buyer. 

Our quotes and budgets are valid for one month. The delivery periods of our offer are for informational purposes and are confirmed upon receipt of the order. 

4. Dispatches and insurance 
The merchandise is always sent at the expense and risk of the Buyer, even though the dispatch may be done carriage paid. Before undertaking the dispatch, the Buyer must ensure that the bulk packages are in perfect condition. In the event any damage, loss or rupture is observed, their opening must be demanded in the presence of any Transport Company or Insurance Company Agent, as applicable. 

5. Delivery periods 
The delivery periods are understood to be approximative, and begin to be counted as of the date of acceptance by Carandini of the order. 
Urgent orders are always provided carriage paid.
Delays in deliveries will not give the Buyer right to compensation, suspensions of payment or total or partial cancelation of the material’s order. 

6. Order cancelation 
Once an order is received at the Carandini offices, any total or partial cancelation on this will only be accepted within the 48 hours following its entry into our system. 

7. Claims and returns 
The Buyer is obliged to review the merchandise upon delivery and to fill out and sign the transporter’s delivery note, making sure to include the company seal and the date. If this seal does not exist, it must give the name and National Identification Document number of the person accepting the delivery of the material and the date. Any anomaly or non-conformity observed in the merchandise’s delivery must be indicated in the transporter’s delivery note. Any anomaly detected subsequently must be reliably communicated to the Carandini Customer Service Department within a period no less than 8 calendar days [TR: Error en texto fuente? Dice “no inferior a los 8 dias…” Quiere decir “no SUPERIOR a…”? En este caso la traducción seria: “a period no greater than…”] from the delivery.
Product returns will only accepted when they have been expressly authorised in writing by Carandini. For Carandini to accept this return, it will verify that the material: 
1. appears in the current product offer,
2. is in perfect condition,
3. bears the original packaging, labelling and seal, and
4. that the sale of the product to be returned has taken place within the 12 months prior to the date of the return request. It is essential that the Carandini invoice number, delivery note or order number be indicated.
The “Points of Light” and products that do not appear in the current offer are expressly manufactured for this Customer’s order and cannot be returned, save for with special written authorisation by Carandini.
**At the reception desk, only returns with the corresponding copy of the Authorisation Letter sent by Carandini will be accepted.
Carriage charges for the return will be assumed by the Buyer and a minimum depreciation charge of 15% will be applied. 
In the event the return occurs due to a reason attributable to Carandini, the Buyer will report the incident through the Carandini Customer Service Department. Once we have confirmed that Carandini bears responsibility for this, we will assume the pickup of the material to be returned at no cost whatsoever to the claimant, and neither will any depreciation charge be applied.  

8. Payment conditions 
Payment must be made through promissory note, direct debit payment or reverse factoring within the periods set by Law 2004 of 29 December, whereby measures aimed at combating arrears in operations are established.
All expenses arising as a consequence of the return of the items issued or transferred will be assumed by the Buyer. 
Carandini will have the right to charge the legal applicable interest on amounts unpaid at their due date, which will take effect as of this payable date.
We likewise reserve the right to suspend any dispatch of material due to partial non-payment of any previous delivery.

9. Reservation of title 
The sale is understood to be done with reservation of title so that Carandini retains ownership of the item provided up until the total and effective payment of the agreed price. The Customer is obliged to collaborate to ensure the effectiveness of this reservation of title, signing any public or private documents that may be necessary, as applicable.

10. Samples 
Samples will be paid in full upon their return, provided these are in good condition. 

11. Fees 
Please see the conditions of each fee group. 

12. Illustrations 
The illustrations of the products are for mere informative purposes in order to facilitate the queries. C. & G. CARANDINI, S.A. reserves the right to modify or annul the characteristics or configurations printed in its query illustrations without prior notice. 

13. Warranty
Save for with express stipulation contained in the quote or order acceptance, Carandini guarantees the proper functioning of the conventional lighting fixtures and their auxiliary equipment in the conditions indicated for a period of 2 years. Likewise save for with express stipulation contained in the quote or order acceptance, Carandini also guarantees the proper functioning of the LED products and their control devices against all manufacturing defects for a period of five years (depending on the hours of use and the ambient temperature). See our relation information and/or consult with our Technical Department.
Supplementary warranties may be agreed after prior request and for special situations.
Under no circumstances will Carandini assume warranties that go beyond those granted by the manufacturer itself, and under no circumstances will it be obliged to ensure the supply of spare parts beyond the conditions that, in turn, the manufacturer grants.
The warranty will remain effective as long as the conditions for installation and functioning are within the normal values of use for which the products were designed, pursuant to the characteristics declared in our catalogues, technical specification sheets, assembly instructions or others in which the relative information may be given. 
In products with an LED module, this element is guaranteed to emit a luminous flow no less than 80% of the initial projected value. 
This warranty covers the supply of defective components and the replacement cost (replacement costs only for the first year), not including possible special or indirect damages such as lost profits, property damage or other costs not mentioned herein above. Triggering of the warranty must be previously and expressly agreed to by the Parties, with the requester being obliged to give all the information, information on functioning, installation parameters, etc. that may be requested by the Carandini Quality Control Department.

The following are excluded from the warranty: (i) damages and/or defects due to normal wear through use of the products, (ii) improper or inappropriate use, (iii) failure to observe the instructions on functioning, technical prescriptions or recommendations made by the supplier and/or manufacturer, (iv) use of unsuitable accessories or parts or improper preservation or maintenance, (v) incidents attributable to the Customer’s production process, (vi) handling by the Customer without the assistance of Carandini, (vii) in general, any cause that is not directly imputable and attributable to the Seller.

Acceptance by the Buyer of our invoices or delivery notes and of the merchandise indicated therein will be understood to mean implicit acceptance of our general sale conditions. 

The ECORAE rate is applied to our products pursuant to Directive 2002/96/EC on waste from electrical and electronic devices, approved by Spanish Law according to Royal Decree 208/2005.
15. Limit on liability
Carandini does not accept nor will be obliged to compensation of the Customer, the user or third parties for consequences of the use of the products, direct or indirect damages, accidents experienced by individuals, damages to assets unrelated to the product and/or loss of profits. In addition to the above, under no circumstances may Carandini’s liability exceed the sale price of the item on which damages and/or losses are claimed. Any claim and, in particular, those claiming damages and losses, will have a statute of limitations of one year.

 16. Intellectual and industrial property rights
Carandini reserves all the intellectual, industrial and/or commercial property rights as well as its know-how regarding the object of the order, and the Customer recognises Carandini’s rights and is prohibited from copying or imitating the product or from using it for purposes other than that agreed upon in the commercial relations, which includes any document, plan, manual, description, technical specification, cost estimate or any other tangible or intangible information to which the Customer may have had access due to the business relations with Carandini.

17. Legislation and jurisdiction
Both the contractual relationship with the Customer as well as the general contracting conditions are subject to Spanish Law.
For any dispute or difference that could arise related to the business relations or the interpretation of, or compliance with, the sale conditions, both Parties expressly subject themselves to the jurisdiction and competence of the Courts and Judges of the City of Barcelona, expressly waiving the jurisdiction of their own registered addresses. Notwithstanding, Carandini may opt for, and impose at its discretion, the exercise of legal actions in the jurisdiction of the Customer’s registered address.
18. Data protection
For the purposes of that established in Organic Law 15/99 of 13 December on personal data protection (“LOPD”, by its Spanish acronym), the data provided will be entered into a computer file owned by Carandini. These data will be used for the management of the invoicing and to facilitate commercial relations with the Customer, as well as for the sending of business information related to Carandini’s activity. The Customer may execute the right of access, cancelation, correction and opposition at any time by sending such request to (…)
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