General Conditions of Sale - Cermer, ceramic food containers

These General Conditions of Sale ("GCS") govern the sale of Products by Cermer to its Clients. These GCS, together with the corresponding Order, constitute a single binding Agreement between Cermer and the Client from the moment the Order is accepted by Cermer, as provided herein. In the case of legal entities, the individual placing the Order on behalf of the Client is presumed to be its authorized representative and to have sufficient powers to bind the Client and accept the Agreement.

These GCS are published on Cermer's official website cermer.com.

DEFINITIONS

The capitalized terms used in these GCS shall have the following meaning:

Agreement: These GCS together with the Order, which become binding upon the parties upon acceptance as described herein.

Cermer: CERÁMICA MERIDIANO, S.A.U., a Spanish company with registered office at Camí Vell de Onda - Castellón, s/n-n.º 115, 12540 Vila-real (Castellón), Tax ID No. A12096855.

Force Majeure: events beyond Cermer's reasonable control such as natural disasters, strikes, labor disputes, supplier failures, transport disruptions, sabotage, accidents, governmental acts, or technical failures at Cermer's or its subcontractors' facilities.

Client: The natural or legal person who purchases the Products.

Order: The document containing the Client's purchase request and Cermer's written acceptance.

Products: The goods to be supplied by Cermer to the Client, as specified in the Order.

OFFERS - ORDER CONFIRMATION

Verbal or written offers to purchase Products shall not be binding until Cermer issues a written confirmation of the Order. The Client's acceptance of the final terms of the Order shall be deemed acceptance of this Agreement and, consequently, a waiver of any general purchasing terms the Client may have.

MODIFICATION OF THE ORDER

The Client may not modify an Order once it has been accepted by Cermer. Orders involving custom-designed Products or those requiring Cermer to invest in specific tooling or design processes may not be canceled or altered by the Client under any circumstances.

RISK AND PRODUCT CONDITIONS

Unless otherwise agreed in the Order, all risks associated with the Products shall transfer to the Client upon delivery at the destination indicated in the Order.

Cermer makes no warranties beyond those expressly stated on the Product labels or specifically agreed upon in the Order.

Cermer guarantees the technical characteristics of the Product, but does not guarantee that the Product is suitable for the specific purpose given by the Client. The Client is solely responsible for the correct use of the Products. The Client is required to implement its own quality control protocol and must test the Products as necessary prior to commercialization.

DELIVERY - CONFORMITY

Unless otherwise agreed in the Order, the delivery date shall be the date the Products are dispatched from Cermer's facilities. The Client must inspect the Products and notify Cermer of any defects or non-conformities within 15 calendar days of delivery. After this period, no claims will be accepted and Cermer shall bear no further liability.

Custom-designed or made-to-order Products cannot be returned under any circumstances.

Due to manufacturing tolerances, delivered quantities may vary by ±5% of the ordered amount. In such cases, the invoice will reflect the actual quantity delivered, within this margin.

Cermer reserves the right to replace or reprocess defective Products rather than offering monetary compensation. Any disputes regarding conformity, shortages, or defects do not release the Client from its obligation to pay the corresponding invoice(s).

DELIVERY TIMES

Delivery timelines are those stated in the Order. To be binding, the Client must comply fully with any agreed payment schedule.

Delivery delays do not entitle the Client to withhold or delay payment. Unless otherwise agreed in writing, no compensation shall be due for late delivery.

If delivery is delayed by more than 30 days due to the Client's fault, Cermer may charge storage fees equal to €5 per pallet for each day of delay.

PAYMENT TERMS

The Order accepted by Cermer shall specify the applicable payment terms. Unless otherwise stated, a pro forma invoice shall be issued in advance, and payment shall be made within 7 days of the date of issue of the pro forma invoice.

Unless otherwise agreed, payments shall be made by bank transfer to the account specified in the Order. Late payments shall accrue statutory interest, without prejudice to Cermer's right to demand full and timely payment of outstanding amounts.

Cermer may request reasonable financial guarantees during Order execution. In case of late payment, Cermer reserves the right to suspend or cancel deliveries, extend delivery dates, or invoice already manufactured Products.

Advance payments are non-refundable under all circumstances.

RETENTION OF TITLE

Ownership of the Products shall remain with Cermer until full payment of the invoice. Any loss or damage to the Products after delivery shall be borne by the Client.

LIABILITY

The Client acknowledges and agrees that Cermer shall not be liable for any indirect, incidental, consequential, punitive, or exemplary damages, including loss of profits, arising out of or in connection with the Products.

Cermer's total liability under this Agreement shall be limited to the amount actually paid by the Client to Cermer for the Products affected by a liability event.

If applicable law does not allow such limitation, it shall be adjusted only to the extent necessary to comply with such law.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise agreed in the Order, Cermer is the sole owner of all intellectual property rights related to the Products, including trademarks, designs, molds, and other works. Cermer may also hold necessary authorizations to use third-party rights.

The Client shall not remove or alter any labels or markings identifying Cermer as the manufacturer.

FORCE MAJEURE

Cermer shall not be liable for any failure or delay in fulfilling its obligations due to a Force Majeure event. Performance of the affected obligations shall be suspended for the duration of the event.

Cermer shall inform the Client promptly of the Force Majeure event, its estimated duration, and when it ceases. The delivery period shall be extended accordingly.

If the Force Majeure event persists for more than three (3) months, the parties shall seek a fair solution. Failing agreement within thirty (30) days, Cermer may terminate the Order without liability by written notice to the Client.

CONFIDENTIALITY

Each party agrees to treat all documents, data, materials, and information received from the other as confidential and not to disclose them to third parties or use them for purposes unrelated to the Agreement, unless prior written consent is obtained.

Cermer may publicly acknowledge its commercial relationship with the Client for promotional purposes, unless the Client explicitly objects in writing.

MISCELLANEOUS

(i) Priority: In case of conflict between these GCS and the Order, the provisions of the Order shall prevail.

(ii) Notices: All notices under this Agreement shall be made in writing and sent by email to the address indicated in the Order.

(iii) Severability: If any provision of this Agreement is found to be invalid or unenforceable, it shall be modified to the extent necessary to be valid and enforceable.

APPLICABLE LAW AND JURISDICTION

These GCS shall be governed by and interpreted in accordance with Spanish law. The parties expressly waive any other jurisdiction and submit to the exclusive jurisdiction of the courts of Castellón, Spain.

If you have any questions about these General Conditions of Sale, please get in touch with us by sending an email to info@cermer.com