1. General
The following conditions constitute an essential part of the contract between LEXIER VALVE SYSTEMS S.L. (hereinafter “Lexier”) and customers (hereinafter “Customer”) when placing an order, unless special agreements in writing expressly derogating from any of them.
2. Products
2.1. Lexier offers products and equipment that are supplied in accordance with the product specifications printed in the specification sheets, catalogs or corresponding offers.
2.2. Lexier’s liability is limited to the compliance with such specifications.
2.3. The Customer assumes all responsibility for the application and functional suitability of what is offered, unless otherwise stated in the offer.
2.4. Lexier, at any time and at its own discretion, may make non-substantial changes to its products as it deems appropriate, giving prior notice to the Customer provided that such changes relate to ongoing supplies intended for the Customer.
3. Orders
3.1. All orders must be placed by email and shall be accepted subject to these General Conditions of Sale. None of the terms or conditions established by the Customer, different from those established in Lexier’s offer or that have not been accepted in writing by Lexier, shall be binding for the Customer.
3.2. No firm contract shall exist between the Client and Lexier until the order has been expressly accepted in writing by the latter.
3.3. Any variation affecting the supply shall be communicated in writing for its approval and, if applicable, incorporation to the order. These revisions requested by the Client will only be valid if they are accepted in writing by Lexier, in which case they may affect the price and delivery time.
Partial or total cancellations shall be requested in writing at least 60 days before the expected delivery date. In this case, Lexier will charge, as cancellation expenses, an amount to be determined according to the state of manufacture of the material on the date of acceptance of the cancellation. This amount fixed by Lexier as cancellation costs will be of obligatory acceptance.
4. Prices
4.1. The prices of the products will be those notified by Lexier according to the current price list at the moment of acceptance and confirmation of the order.
4.2. All prices of Lexier products are indicated in Euros, exclude VAT and any other tax and are Ex-Works Mataró (Incoterms 2010).
4.3. The prices of the offers will be valid for a maximum period of 30 days and may vary without prior notification to the customer.
4.4. Lexier reserves the right to revise the prices in the case that the order is not established for the totality of the offer, as well as in the case of variation of the parity of the currency indicated in the offer against the euro, tariffs and/or taxes.
5. Payment Terms
5.1. Net 30 days from date of invoice, except by prior agreement.
5.2. Delays in payments shall entitle Lexier to withhold the delivery of orders in progress or to suspend the manufacture of these until the customer has regularized its payments, Lexier not assuming any responsibility for any damages that may cause such delivery delays.
5.3. Financial charges: In accordance with the regulations in force in Spain.
5.4. The payment conditions are considered essential and cannot be changed by the Client without prior written consent from Lexier.
5.5. Lexier reserves the right to charge interest for late payment.
6. Drawings and Technical Documents
6.1. Weights, dimensions, capacities and any other characteristics of the products represented in Lexier catalogs, drawings, tables, price lists or other illustrative documents are purely indicative and demonstrative. Such characteristics are not binding on Lexier, unless one or more of them have been expressly provided for as binding in writing in the Order accepted by Lexier.
6.2. Lexier shall send to the Customer, free of charge, the technical drawings of the product, as well as the technical specification sheets and the maintenance and operation manuals, provided they are available for the ordered product.
7. Certificates
7.1. Standard: Valve testing and material description, according to EN 10204 standard in force, included in the price list.
7.2. Certificate 3.1: Not included in the prices. It will be detailed in the particular conditions of sale of each order.
8. Shipments and Delivery Times
8.1. Lexier will do its best to deliver the products within the terms agreed with the Customer. Delivery times, in any case, are not essential, unless otherwise agreed in writing.
8.2. The delivery conditions are Ex Works Mataró (Incoterms 2020), unless other conditions are agreed with Lexier’s prior consent.
8.3. Lexier will not be responsible in any case, of the possible damages that may occur due to delays in the delivery due to force majeure causes such as fires, strikes, energy crisis or supply of raw materials, loss of material, transport incidences, or any others of analogous nature.
8.4. Any type of penalty shall be expressly agreed between both parties, and in no case shall any kind of penalty be accepted when the cause that originates it is not directly attributable to Lexier or its Represented Parties.
8.5. In cases where special or customized packaging is requested or required, the corresponding cost will be invoiced to the Client.
8.6. If shipments are delayed for reasons due to the Client, Lexier will receive from the Client a compensation for storage costs.
9. Warranty
9.1. Lexier guarantees that the supplied products comply with what has been expressly agreed in the Contract with the Customer.
9.2. The warranty will last for 1 year from the date of delivery and is subject to written notification by the Customer within 10 (ten) days from delivery in the case of apparent defects, or from the discovery of the defect, always within the warranty period, in the case of non-visible defects.
9.3. This warranty only covers the repair or replacement of the defective product with a new one in perfect condition.
9.4. Any complaint or defect report must be communicated in writing to Lexier at the email address lexier@lexier.es. After a formal complaint by the Customer and verification by Lexier or the manufacturer, the Customer will be informed, at Lexier’s sole discretion, whether the non-compliant products will be repaired or replaced.
9.5. In the event that the repair must be carried out at the Customer’s factory, Lexier reserves the right to charge for travel and accommodation expenses at cost price, as well as for time spent waiting and/or traveling. If the repair must be carried out at the original factory, the Customer shall bear the costs of export, transportation, and reimportation.
9.6. The warranty applies exclusively under the following conditions:
a) The defect is due to manufacturing errors or material defects.
b) The Customer has complied with the correct technical standards and/or general rules prescribed in the technical manual provided by Lexier regarding the use, storage, and maintenance of the products.
c) The products have not been disassembled, modified, or repaired by third parties.
d) The Customer is in compliance with all due payments.
9.7. The buyer is obliged to indemnify and hold Lexier harmless from any liability in the event that the above conditions are not met and any damage is caused to any person or facility as a result.
9.8. Product returns will not be accepted unless previously authorized in writing by Lexier.
9.9. Once the warranty period has expired, Lexier will not accept any claims of any kind. In particular, the Customer will not have the right to claim damages, price reductions, or contract termination.
9.10. If the Products are resold by the Customer to third parties, the latter shall have no further claims against Lexier other than those to which the Customer is entitled.
9.11. The warranty referred to in this Article 8 supersedes and replaces any other legal or contractual warranty for defects or lack of quality and excludes any other possible liability of Lexier.
9.12. Any implied warranty of fitness for use or compliance with regulations other than those in force in Spain is expressly excluded.
10. Retention of Title
10.1. The Products shall remain the exclusive property of Lexier until full payment of their price.
10.2. In the event of contract termination due to non-payment by the Customer, Lexier shall be entitled to the immediate return of all Products that have not been fully paid for by the Customer and may retain any amounts already paid as compensation, without prejudice to compensation for greater damages.
10.3. The Customer shall not have the right to dispose of the Products under retention of title as collateral for its creditors, including, but not limited to, creating liens or promising rights over such Products. In the event that the Customer is subject to foreclosure or seizure due to claims from third parties, the Customer shall present to those parties, as well as to the bailiffs, a copy of these general terms and conditions and any other necessary documentation to demonstrate that the Products in its possession are the property of Lexier.
10.4. Any third-party claims regarding Products subject to retention of title must be notified to Lexier. The Customer shall be liable for all damages caused to Lexier due to failure to provide such notice.
11. Inspections
11.1. The material shall be inspected by Lexier or the manufacturer. Any other type of additional testing or inspection (including inspection by the Customer or its representative at our warehouses or at the manufacturer’s facilities) shall be subject to Lexier’s prior written approval and shall incur an additional charge, the amount of which shall be determined on a case-by-case basis.
11.2. Inspections requested by the Customer may affect the delivery schedule. When the material is available for inspection, Lexier shall notify the Customer of the date from which the inspection may take place.
12. Customer Responsibility
12.1. If the Products are manufactured according to the Customer’s designs and/or specific requests, the Customer shall be liable for any damages caused to Lexier due to non-compliance with the received instructions. This also applies in cases of intellectual property rights infringement or violations of third-party rights.
12.2. The Customer agrees to be aware of and comply with any legal limits, safety regulations, industrial rights, or property rights that may prevent or restrict certain uses and/or resale of the Products delivered by Lexier in Spain and/or any foreign country. The Customer agrees to indemnify and hold Lexier harmless from any liability in relation to such limits, including towards third parties.
12.3. The Customer, at its own risk and responsibility, shall ensure that the ordered and delivered Products are assembled and installed in accordance with:
i) the regulatory standards of the country of use, in force at the date of installation,
ii) the manufacturer’s installation instructions, and
iii) any other requirements that may be imposed by local, state, federal, or foreign authorities with jurisdiction over the installation in question, ensuring that such installation or assembly is appropriate and safe, taking into account any reasonably foreseeable risks.
12.4. It is the sole responsibility of the Customer to ensure that the assembly and testing of the Products are carried out exclusively by qualified installers in accordance with the applicable local and national fire safety regulations and manufacturer’s manuals. Lexier is not responsible for any Product that has been repaired beyond its original certified configuration by the manufacturer. If the Customer does not follow the manufacturer’s recommendations regarding the design and installation instructions and/or fire protection system designs, the Customer shall proceed at its own exclusive risk and responsibility, holding Lexier harmless from any liability. The Customer agrees not to sell Lexier’s Products to any third party that installs or resells the Products unless such third party has agreed in writing to be bound by the Customer’s obligations under this paragraph.
13. Lexier’s Liability
Lexier shall not be liable for any damage resulting from the use of the supplied Products that do not comply with assembly and verification standards (which must be carried out exclusively by qualified installers) as provided for by local and national safety regulations and the applicable “Valve Assembly and Maintenance Procedure” for each type of product.
14. Governing Law and Jurisdiction
Any dispute arising from the sales relationship between Lexier and the Customer shall be subject to the jurisdiction of the Courts and Tribunals of Barcelona (Spain) and shall be judged in accordance with Spanish law.
15. Rights and Patents
The Customer acknowledges and agrees that patents, copyrights, designs, trade names, trademarks, and other intellectual property rights owned or that may be owned in the future by Lexier in relation to the products, as well as the instructions, catalogs, manuals, specifications, designs, and other information provided by Lexier, are and shall remain the property of Lexier or third parties, and the Customer shall not challenge such ownership. Unless prior written approval has been obtained from Lexier for each specific use, the Customer shall not use and/or transfer to third parties Lexier’s trade names, trademarks, or other types of intellectual property (including, but not limited to, the name “Lexier” for any purpose).
The Customer agrees to indemnify and hold Lexier harmless from any liability in relation to such limitations, including towards third parties.