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GENERAL TERMS AND CONDITIONS OF SALE

1. DISPOSICIONES GENERALES

1. GENERAL PROVISIONS

The present General Terms and Conditions (hereinafter referred to as "Terms") govern all commercial relationships between ENOLUZ-NIBBLEWAVE ELECTRONICS SL (hereinafter referred to as "the Seller") and its customers (hereinafter referred to as "the Buyer") in relation to the sale of building automation equipment, sensors, probes, and lighting control equipment using various protocols and technologies such as 868MHz radio, WiFi, Modbus, DALI, and analogue (hereinafter referred to as "the Products").

1.2. Acceptance

The placing of an order implies the unconditional acceptance by the Buyer of these Terms, which shall prevail over any other document of the Buyer, unless there is a specific prior written agreement from the Seller.

1.3. Modifications

The Seller reserves the right to modify these Terms at any time. The modifications will apply to all orders placed after the date of modification.

2. ORDERS AND PRICES

2.1. Formalisation of orders

Orders must be formalised in writing, by accepting a prior offer or quotation, and will only be considered final upon written confirmation from the Seller. The contract is deemed concluded once the Seller has sent a written order confirmation or has made a delivery after receiving the order.

2.2. Prices

The applicable prices are those listed in the current tariff at the time of receipt of the order or those specifically established in the offer accepted by the Buyer. Unless expressly stated otherwise, the prices:

  • They are expressed in EUROS and do not include VAT or other applicable taxes.
  • They do not include transportation costs, insurance, special packaging, installation, or commissioning.
  • They may be modified in the event of a substantial change in economic conditions during the execution of the order.

2.3. Cancellation or modification of orders

Any cancellation or modification of an order by the Buyer must be accepted in writing by the Seller and may result in the charging of cancellation or modification fees..

2.4. Technical and commercial information

No warranty claims may arise or liabilities be established from the information provided in catalogues, brochures, advertising material, and written or oral statements not specifically included in the contract. Any documentation related to offers and projects must not be reproduced or made available to third parties without the Seller's consent..

3. DELIVERY AND TRANSFER OF RISKS

3.1. Delivery deadlines

The delivery times are provided for informational purposes only and do not constitute a firm contractual commitment, unless expressly agreed in writing. The Seller's failure to meet the delivery times shall not entitle the Buyer to claim any compensation, unless a specific prior agreement is in place. The Seller shall not be liable for delays in delivery due to causes beyond their control, including but not limited to supply issues, transport problems, strikes, weather incidents, or cases of force majeure..

If the compliance with delivery deadlines is affected by force majeure or similar events (e.g. mobilisations, wars, disturbances, strikes, lockouts), the deadlines will be extended accordingly for the duration of the event that caused the non-compliance and for the necessary period for the Seller to fulfil their obligations, taking into account the circumstances of the particular case..

3.2. Place of delivery

Unless otherwise agreed, delivery will take place at the Seller's premises or at the location specified in the order confirmation.

3.3. Transfer of risks

The transfer of risks regarding the Products occurs at the moment they are made available to the Buyer or the carrier, even in the case of shipping with prepaid charges.

3.4. Reception and complaints

The Buyer must verify the condition and conformity of the Products at the time of delivery and carry out a visual inspection to detect any possible external damage. Any claims for apparent defects, visible damage to the packaging, or lack of conformity must be notified in writing within a maximum period of 48 hours after the receipt of the Products. For hidden defects, the claim period will be 14 days from when they were discovered or should have been discovered through a reasonable inspection. After these periods, claims for these reasons will not be accepted, and it will be considered that the Products have been accepted without reservation by the Buyer..

4. PAYMENT TERMS

4.1. Payment methods

The payment terms will be specified in the quotation or order confirmation. In the absence of specific indication, payment will be made 30 days from the invoice date by bank transfer to the account designated by the Seller.

4.2. Delay in payment

The failure to comply with the agreed payment deadlines will result in, without the need for prior notice:

  • The application of late payment interest at the current legal rate increased by 8 percentage points.
  • The immediate suspension of pending deliveries and/or the cancellation of ongoing orders.
  • The immediate demand for all outstanding amounts, including those not yet due.
  • The collection of management and claim expenses incurred.
  • The loss of any agreed commercial discount.

4.3. Retention of title

The Seller retains full ownership of the delivered Products until the full payment of the invoiced price is made. However, the Buyer assumes all risks from the moment of delivery..

The Buyer is authorised to dispose of the goods subject to retention of title in the event of resale with deferred payment of the purchase price, on the condition that the Buyer informs the secondary buyer about the assignment as security, simultaneously with the resale, or records the assignment in their books. Upon request, the Buyer must inform the Seller about the assigned claim and the corresponding debtor, and provide all necessary information and documents for the collection of the claim and notify the third-party debtor about the assignment..

5. WARRANTY AND LIABILITY

5.1. Commercial guarantee

The Products are guaranteed against any manufacturing or material defects for a period of twenty-four (24) months from the date of delivery, provided they are used under normal conditions and in accordance with the technical specifications..

5.2. Warranty Exclusions

The warranty does not cover:

  • The normal wear and tear of the Products.
  • The damage resulting from improper use, negligence, lack of maintenance, unauthorised modifications, repair by unauthorised personnel, or inadequate environmental conditions.
  • The damages caused by force majeure, including but not limited to: natural disasters, fires, floods, lightning, power surges, or similar events.
  • The damage caused during transport or installation when not carried out by the Seller.
  • The incompatibility with other systems or equipment not supplied by the Seller.
  • Consumable products or products with a limited shelf life.
  • Products where the identification label, serial number, or security label has been removed or altered.
  • Products that have been exposed to liquids, chemicals, or extreme conditions of temperature, humidity, or vibration that exceed the specified guidelines.

5.3. Limitation of liability

The Seller's liability is limited exclusively to the repair or replacement of defective Products, at their discretion, expressly excluding any other compensation for direct or indirect damages, loss of earnings, loss of data, business interruption, or any other detriment..

The Seller's maximum liability, regardless of the cause, shall not exceed the price paid for the Products subject to the claim.

5.4. Third-party products

For products manufactured by third parties, the applicable warranty will be exclusively that offered by the original manufacturer.

6. INTELLECTUAL AND INDUSTRIAL PROPERTY

6.1. Ownership

All intellectual and industrial property rights over the Products, technical documentation, software, plans, designs, trademarks, and other elements supplied by the Seller are the exclusive property of the Seller or its suppliers..

6.2. Usage Restrictions

The Buyer does not acquire any intellectual or industrial property rights and agrees to:

  • Do not reproduce, modify, decompile, disassemble or perform reverse engineering on the Products or the embedded software.
  • Do not remove, alter or conceal the trademarks, labels or indications of intellectual property.
  • Do not use the trademarks, trade names or distinctive elements of the Seller without express authorisation.
  • Use the software only in accordance with the applicable licence conditions.

6.3. Confidentiality

The Buyer agrees to maintain the confidentiality of all technical, commercial, or any other information to which they have access as a result of the business relationship.

7. PROTOCOLS AND TECHNICAL COMPATIBILITY

7.1. Technical specifications

The Seller provides equipment compatible with various protocols and technologies such as 868MHz radio, 2.4GHz, Zigbee, BLE, WiFi, Modbus, DALI, and analogue, according to the specifications indicated in the technical documentation of each Product.

7.2. Compatibility and interoperability

The Seller does not guarantee compatibility or interoperability with systems, equipment, or software from third parties not expressly specified in the technical documentation. The verification of compatibility is the sole responsibility of the Buyer..

7.3. Regulatory compliance

The Products comply with the current regulations regarding safety, electromagnetic compatibility, and other applicable regulations in Spain. The use of the Products in other jurisdictions requires prior verification of compliance with local regulations by the Buyer..

7.4. Radio equipment

For equipment that uses radio technology, the Buyer must ensure that its use complies with the applicable telecommunications regulations at the installation site, particularly regarding frequency bands, emission power, and usage restrictions..

8. INSTALLATION AND MAINTENANCE

8.1. Installation

Unless specifically agreed otherwise, the installation of the Products is not included in the sale price and must be carried out by qualified personnel following the Seller's instructions.

8.2. Installation Requirements

The Buyer must ensure that the environmental, electrical, and connectivity conditions are suitable for the proper installation and operation of the Products, according to the provided technical specifications. The Seller shall not be liable for failures or damages caused by inadequate environmental conditions, including but not limited to:

  • Exposure to excessive levels of humidity, dust, vibrations, or temperature outside the specified range.
  • Fluctuations or interruptions in the electrical supply that exceed the limits tolerated by the Products.
  • Electromagnetic interference that exceeds the levels for which the Products have been designed.
  • Installation in corrosive environments or with the presence of environmental contaminants that may affect electronic components.
  • Any other environmental condition that does not meet the manufacturer's specifications.

8.3. Maintenance

The Seller recommends carrying out periodic maintenance of the Products to ensure their proper functioning and durability. The conditions and frequency of maintenance are specified in the technical documentation..

9. EXPORT AND REEXPORT

9.1. Export Control

The Products may be subject to export control regulations. The Buyer agrees to comply with all applicable export and import laws and regulations.

9.2. Restrictions

The Buyer shall not export or re-export the Products to countries or entities subject to restrictions or embargoes without first obtaining all necessary authorisations.

10. FORCE MAJEURE

10.1. Disclaimer of liability

Neither party shall be liable for any breach or delay in the performance of their obligations when such breach or delay is due to force majeure, understood as unforeseeable and unavoidable events beyond the reasonable control of the parties..

10.2. Notification

The party affected by a case of force majeure must notify the other party as soon as possible, indicating the nature, probable duration, and foreseeable effects of the event..

10.3. Suspension and termination

In the event of force majeure, the obligations of the parties shall be suspended for the duration of such situation. If the force majeure situation lasts for more than three (3) months, either party may terminate the contract without compensation..

11. APPLICABLE LAW AND JURISDICTION

11.1. Applicable law

The present Terms are governed by and interpreted in accordance with the legislation of Spain.

11.2. Conflict resolution

For any dispute arising from the interpretation or execution of these Terms, the parties expressly submit to the jurisdiction of the Courts of Madrid, expressly waiving any other jurisdiction that may correspond to them.

12. DATA PROTECTION

12.1. Processing of personal data

The personal data of the Buyer will be processed in accordance with the applicable legislation on personal data protection and in accordance with the Seller's Privacy Policy..

12.2. Purpose of processing

Personal data is collected for the management of the commercial relationship, the processing of orders, invoicing, after-sales service, and compliance with legal obligations.

12.3. Rights

The Buyer can exercise their rights of access, rectification, erasure, objection, restriction, and portability by writing to info@nibblewave.com or by postal mail to the Seller's address.

13. PARTIAL NULLITY AND NON-WAIVER

13.1. Partial nullity

If any clause of these Terms is declared null or unenforceable, such nullity shall not affect the validity of the remaining clauses, which shall remain in full force and effect..

13.2. No waiver

The Seller's failure to demand strict compliance with any of the Buyer's obligations shall not constitute a waiver or limitation of any of its rights..

14. PRODUCT REGISTRATION AND WARRANTY EXTENSION

14.1. Product Registration

The Seller may offer the Buyer the option to register the purchased Products to facilitate after-sales service, receive technical updates, and, in certain cases, extend the warranty period..

14.2. Warranty extension

For certain specifically indicated Products, the Seller may offer an additional warranty extension to the standard commercial warranty, subject to the registration of the Product by the Buyer within 30 days following the purchase. The specific conditions of this warranty extension will be detailed in the corresponding Product documentation.

14.3. Coverage Verification

The Buyer may verify at any time the status and coverage of the warranty for their Products through the means provided by the Seller, including but not limited to the website, mobile application, or direct contact with customer service..

15. FINAL PROVISIONS

15.1. Communications

All notifications relating to these Terms must be made in writing and sent to the addresses indicated on the order or invoice.

15.2. Integrity

The present Terms, together with the order confirmation and the invoice, constitute the complete agreement between the parties and replace any prior agreement or understanding in relation to the subject matter thereof.

15.3. Authorised version

The Spanish version of these Terms shall be considered the authentic version and shall be used to interpret the contract, prevailing over any translation into another language..

 

In Madrid on 15th May 2018

Last updated: 2 December 2024

enoluz-NIBBLEWAVE ELECTRONICS SL

Telephone: +34 91 44 96 96 6

Email: info@nibblewave.com