General Terms and Conditions of Offer and Sale

General Terms and Conditions of Sale

The sale of Products is expressly subject to these General Terms and Conditions. Any additional or different terms proposed by the Buyer are expressly excluded and shall not bind the Seller unless agreed in writing by both parties. Any offer, purchase order, or acceptance of the Seller’s order confirmation shall constitute the Buyer’s acceptance of these General Terms and Conditions. All orders, regardless of the applicable region, must be sent to pedidos@aco.es. Any offer made by the Seller shall expire 30 calendar days after issuance and may be modified or withdrawn by the Seller at any time prior to receiving the Buyer’s written acceptance.

 

1. Definitions

1. 1.1 “Buyer” means the natural or legal person to whom the Seller is selling Products under the Contract.
2. 1.2 “Consumer” means the natural or legal person who acquires Products for purposes unrelated to their trade, business, craft, or profession.
3. 1.3 “Contract” means all documents forming the agreement between the Buyer and the Seller for the sale of Products, including these General Terms and Conditions and any other documents incorporated by reference, such as the offer, any agreement on the final offer where negotiated between the parties, and the Seller’s order confirmation. The latest documents agreed by the Buyer and the Seller prior to the transfer of title shall prevail over earlier ones.
4. 1.4 “Products” means all equipment, components, materials, supplies, software, and other goods that the Seller has agreed to supply to the Buyer under the Contract.
5. 1.5 “Seller” means ACO PRODUCTOS POLÍMEROS, S.A.U., the company selling the Products.
6. 1.6 “General Terms and Conditions” means these general conditions for the sale of Products.

 

2. Payment. Unless expressly agreed in writing by the parties, the following terms and conditions shall apply with respect to payment for the Products:

1. 2.1 The Buyer shall pay the Seller all invoiced amounts in Euros, without any right of set-off, within thirty (30) calendar days from the invoice date. However, for customised Products, the Buyer shall pay 30% of the price upon acceptance of the offer.
2. 2.2 Payment shall be made by bank transfer or by delivery to the Seller of a promissory note payable to its order, for the invoiced amount and due thirty (30) days from the invoice date. In any case, the Buyer shall deliver the aforementioned promissory notes to the Seller within a maximum of ten (10) days from the issuance of the corresponding invoice, with all costs arising from the issuance and dispatch of the promissory notes, as well as any costs incurred in the event of bank transfer rejection, being borne exclusively by the Buyer.
3. 2.3 The Buyer shall pay interest on overdue amounts at a rate of 1.5% per month, or the maximum rate permitted under applicable law if lower, on the overdue amount for the corresponding month in which payment remains outstanding.
4. 2.4 Such amount shall be increased by all costs incurred by the Seller in the collection process (financial costs), including legal fees.

 

3. Taxes. Unless otherwise specified in the Contract, it shall be governed by Spanish tax law. The Seller, in its capacity as a VAT taxable person, shall charge the Buyer the corresponding VAT amounts in accordance with the tax regulations in force at the time the tax becomes due, unless such tax regulations provide, considering the characteristics of the transaction, for a different treatment.

 

4. Delivery, Retention of Title, Transfer of Risk, and Storage 

1. 4.1 Unless otherwise agreed, the Seller shall deliver the Products to the Buyer at the Seller’s premises, factory, or warehouse (EXW) (Incoterms 2024), at the Seller’s discretion. Partial deliveries shall be permitted.
2. 4.2 The Products shall remain the property of the Seller until full payment of the relevant invoice(s) by the Buyer. Without prejudice to the Seller’s retention of title, the Buyer shall handle the delivered Products with due care and ensure they are properly insured. Until title is transferred to the Buyer, the Buyer shall not process or resell the Products, nor disregard them or grant any rights over the Products to a third party.
3. 4.3 The risk of loss or damage to the Products shall pass to the Buyer at the moment the Seller makes the Products available at the aforementioned delivery locations. If the Buyer refuses to accept the Products once they are made available, the Buyer shall be liable to the Seller for any resulting damages. The Seller shall not be responsible for any claims by the Buyer regarding the delivery of the Products. All claims, regardless of reason, must be sent by email to reclamaciones@aco.es, specifying the type of claim, invoice number or delivery note number, and photographs if relevant to resolving the claim.
4. 4.4 If the delivered Products do not correspond to the quantity, type, or price specified in the delivery note, the Buyer shall notify the Seller within four (4) days of receipt.
5. 4.5 Unless otherwise agreed, delivery of the Products to the Buyer shall be deemed to be “freight payable”. Therefore, the transport costs from the point of availability to the final destination shall be borne exclusively by the Buyer.
6. 4.6 If, for any reason not attributable to the Seller, the Products cannot be delivered or cannot be accepted by the Buyer, the Seller shall notify the Buyer and deposit the Products in a warehouse or facility owned by the Seller or a third party for proper storage. If the Seller stores the Products, or if they are held at any port, the following conditions shall apply:
   1. (i) all risk of loss or damage shall immediately transfer to the Buyer if it has not already done so;
   2. (ii) any amount due from the Buyer to the Seller shall be considered due, payable, and enforceable upon presentation of the relevant invoices by the Seller;
   3. (iii) all costs and charges incurred by the Seller, including preparation for storage, handling, inspection, preservation, insurance, storage, demurrage, retrieval, and any taxes, shall be payable by the Buyer upon presentation of invoices by the Seller; and
   4. (iv) when conditions permit and all amounts owed have been paid, the Seller shall resume delivery of the Products to the originally agreed delivery point.

5. Force Majeure. The Seller shall not be liable for any failure to fulfil the obligations set out in the Contract to the extent that such failures are caused by force majeure, including, by way of example and not limitation, acts of nature, fires, terrorist acts, wars (declared or undeclared), material shortages, acts (or omissions) of the Buyer or the Buyer’s suppliers or agents, any act (or omission) of any governmental authority, strikes, labour disputes, transport shortages, or failures by suppliers.

The delivery date of the Products shall be extended by a period equal to the time lost due to the delay, plus any additional time reasonably required to remedy its effects. If the Seller experiences delay due to any act or omission attributable to the Buyer, or due to the work of other contractors or suppliers of the Buyer that must be carried out prior to the Seller’s work, the Seller shall be entitled to an equitable adjustment of the prices, as well as of the delivery schedule and services to be performed.

 

6. Returns. Returns of materials will not be accepted, particularly for special and/or bespoke products (those requiring drawing confirmation), equipment with a volume equal to or greater than 10 m³, and water regeneration products, both grey and wastewater, as these are high-tech systems that include customisations and non-reusable products, such as ultrafiltration membranes, rainwater systems, and tertiary treatment units. Any exception will require prior approval from ACO and will be subject to the following conditions: 

1. 6.1 The cost and responsibility for transport to ACO’s facilities shall be borne by the Buyer.
2. 6.2 Credit for returned Products will be issued after inspection at ACO’s facilities, and no credit will be granted for items found to be defective.
3. 6.3 A maximum credit of 85% of the total invoice amount will be applied, with the remaining 15% retained by ACO as handling fees. 

 

7. Warranty. 

1. 7.1 The Seller guarantees to the Buyer that the Products will be delivered in perfect working and preservation condition, and free from any encumbrance or defect.
2. 7.2 The warranty period for the Products shall be one (1) year from the date of delivery of the Products to the Seller’s warehouses. In the case of a Consumer, the warranty period for the Products shall be three (3) years from the date of delivery of the Products to the Seller’s warehouses.
3. 7.3 The warranty period for repairs carried out by ACO Service shall be one (1) year from the completion of the repair or from the delivery of the replaced part.
4. 7.4 The validity and enforcement of these warranties and remedies are subject to the following conditions:
   1. (a) proper storage, installation, use, and maintenance of the Products and compliance with the instructions set out in the manuals for the correct installation, operation, and maintenance, supplied by the Seller or by its suppliers or subcontractors;
   2. (b) the Buyer maintaining proper records of installation, operation, and maintenance during the warranty period, and provided that the Seller has access to such records; and
   3. (c) any modification or repair of the Products being authorised solely by the Seller. The Seller does not warrant the Products, nor any repaired or replacement products, against normal wear and tear, or damage caused by improper installation, accidents, or use contrary to the Seller’s recommendations or those contained in the instruction manuals. Any modification or repair of any Product not authorised by the Seller shall render the warranty null and void.
5. 7.5 If the Products do not meet the aforementioned conditions, the Buyer shall immediately notify the Seller in writing within the warranty period. From that moment, the Seller, at its sole discretion and always following verification to determine the existence and cause of the defect, shall repair or replace the defective Products. If, in the Seller’s opinion, any Product cannot be repaired or replaced, the Seller shall refund or credit the Buyer the purchase price. Any repair or replacement carried out by the Seller as provided herein shall not extend the applicable warranty period. Costs of verification to determine the existence and cause of the defect shall be borne by the Buyer if it is found that there is no manufacturing defect and that the defect arises from another cause.
6. 7.6 The costs of accessing the facilities where the defective Products are located shall be borne by the Buyer, including removal and replacement of systems, structures, or other parts of the Buyer’s or third-party facilities, disassembly, cleaning, reinstallation, and transport of the Products to the Seller and back to the Buyer or its third parties.
7. 7.7 This clause contains the sole warranty for any claim based on faults or defects in the Products, whether the defect arises before or during the applicable warranty period, and whether the claim is based on contract, warranties, tort (including negligence), strict liability, or any other cause. The warranties set out in this clause are exclusive and take precedence over any other verbal or written, express or implied, statutory warranty.
8. 7.8 In the case of a Consumer, the applicable provisions of Spanish law shall apply. The right of withdrawal shall not apply in the sale of bespoke Products or installations, or those that have required customisation. 

 

8. Limitation of Liability. 

1. 8.1 The Seller’s total liability for all claims arising from a breach of the Contract or from the use of any Product shall not exceed the Product Price set out in the Contract.
2. 8.2 The Seller’s liability shall terminate upon expiry of the applicable warranty period. The Buyer may assert any claims made prior to the expiry of such period.
3. 8.3 In the event of a breach of the Contract, the Seller shall not be liable for loss of profit, damages, loss of earnings or income, loss of Products, loss of use of the Products or any related equipment, business interruption, capital costs, cover costs, downtime costs, increased operating costs, or customer claims arising from such damages. Nor shall the Seller be liable for any special, consequential, incidental, indirect or punitive damages (including, without limitation, “loss of profit, damages, moral damages, indirect damages, consequential damages, etc.”).
4. 8.4 The Seller shall not be liable for any advice or assistance not required under the Contract.
5. 8.5 In accordance with Article 1,485 of the Spanish Civil Code, the parties agree that the Seller shall not be liable to the Buyer for hidden defects in the Products if, at the time they were made available, the Seller was unaware of such defects.
6. 8.6 The rights and obligations of the Buyer and the Seller, and the remedies arising out of their relationship, are limited to those rights, obligations and remedies set out in this Contract. This clause shall prevail over any contrary term in the Contract. 

 

9. Termination and Suspension. 

1. 9.1 Either party may terminate the contractual relationship, in whole or in part, with immediate effect, by notifying the other party by email with proof of receipt and reading or, where applicable, by registered post with acknowledgement of receipt, if:
   1. (i) a party commits a breach of its contractual obligations that cannot be remedied or, if capable of remedy, is not remedied within fifteen (15) days from the date on which the non-breaching party notifies the breach; or
   2. (ii) a party ceases or threatens to cease its business operations.
2. 9.2 If the Buyer terminates the Contract pursuant to clause 9.1 above:
   1. (a) the Buyer shall pay the Seller all portions of the Contract price attributable to Products purchased or work performed. By way of example, the price of Products completed or partially completed prior to termination shall be paid at the Seller’s then-current standard rates;
   2. (b) the Seller shall pay the Buyer the difference between the portion of the Contract price attributable to the finished product and the amounts reasonably paid by the Buyer to another supplier for such Product.
3. 9.3 The Seller shall also have the right to unilaterally terminate or suspend the Contract with immediate effect if:
   1. (a) a force majeure event (as defined in clause 5 above) lasts for more than 60 days;
   2. (b) any statement, certification or warranty given by the Buyer under the Contract or any other agreement related thereto is shown to be incorrect in any material respect; or
   3. (c) in particular, the Buyer fails to pay any amount when due or breaches any other payment condition.
4. 9.4 If the Contract (or any part of it) is terminated for any reason not provided for in clauses 9.1 and 9.3(b) above or for any other cause attributable to the Buyer, the Buyer shall pay the Seller for all Products delivered or partially delivered, plus a cancellation charge equal to 20% of the portion of the Contract price attributable to the undelivered Products, as a penalty for early termination of the Contract. Payment of this percentage does not exempt the Buyer from compensating the Seller for any damages or losses arising from such early termination.
5. 9.5 The Buyer shall pay all reasonable expenses incurred by the Seller in relation to a suspension or termination of the Contract, including storage costs during the suspension period. The time allowed to the Seller to fulfil its obligations shall be extended for the period necessary to address the effects of any suspension. 

 

10. Inspection and Factory Tests. The quality control exercised by the Seller in the manufacture of the Products shall be carried out in accordance with the Seller’s standard quality control policies, procedures and practices, as well as its access control policies. The Seller shall make reasonable efforts to accommodate the Buyer’s requests to witness the factory tests of the Seller’s Products, provided that doing so does not cause any delay in the progress of the work. 

 

11. Applicable Law. Spanish law shall govern all matters. 

 

12. Jurisdiction. The parties submit to the Courts and Tribunals of the city of Girona to resolve any disputes that may arise in relation to the interpretation and performance of the Contract, expressly waiving any other jurisdiction that may correspond to them. 

 

13. Intellectual and Industrial Property Rights. 

1. (a) The Seller shall remain the owner of any intellectual property that it has developed independently in relation to the Products, including specifications and formulas. The Seller shall grant the Buyer the licence necessary to use such intellectual property to the extent required for incorporating the Products into the Buyer’s own products. This licence shall expire—except in respect of Products already purchased—as soon as the Buyer ceases to purchase commercial quantities from the Seller.
2. (b) The Buyer shall remain the owner of any intellectual property that it has developed independently in relation to the Products and shall grant the Seller the licence necessary to use such intellectual property for the purposes of the contractual relationship between the parties.
3. (c) With regard to any intellectual property developed jointly by the parties, ownership shall be vested in the Seller unless otherwise agreed.

 

14. Confidentiality. 

Each party shall maintain confidentiality, and shall not disclose to any third party: 

1. (a) the terms of the contractual relationship between them; and
2. (b) any confidential, sensitive or private information relating to the activities and products of the other party (including, without limitation, technical and commercial know-how, specifications, formulas and processes) that the other party (“Disclosing Party”) may disclose in writing, electronically or verbally during the term of the contractual relationship between the parties, unless such disclosure is expressly authorised in writing and countersigned by an authorised representative of the Disclosing Party. 

 

15. Personal Data Protection. 

In the event that, as a consequence of the commercial relationship between the Parties, the Seller gains access to the Buyer’s personal data, the processing of such data by the Buyer shall comply with the provisions of Organic Law 3/2018 of 5 December on the Protection of Personal Data and the Guarantee of Digital Rights (LOPD), as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

With regard to the Buyer’s identifying data, the Buyer is hereby informed that, in accordance with the LOPD, such data will be included in a personal data file for which the Buyer is the Data Controller, with its registered office at 17412 – Maçanet de la Selva (Girona), Polígono Industrial Puigtió, s/n, for the purpose of maintaining the present contractual relationship and sending the Buyer publications and promotions relating to the Products.

The Buyer may exercise its rights of access, rectification, erasure, objection, portability and right to be forgotten by contacting the Seller, in its capacity as Data Controller, by sending a letter to the above-mentioned address and indicating “P.D.” on the envelope, or alternatively by sending an email to rgpd@aco.es.