1.1 These are the terms and conditions on which we, Williams Balear S.L.U. (the “Company”), shall supply to you, the customer (the “Customer”), the tender(s) and/or accessories described on the order form (the “Goods”). Your order contained on the order form (the “Order”) is your offer to purchase the Goods upon these terms. The agreement is formed when we accept that offer by our authorised representative signing and dating the Order, at which point a contract will come into existence between you and us (the “Agreement”).
1.2 You have different rights under these terms depending on whether you qualify as a consumer or a business customer:
- you are a consumer if you are buying the Goods from us wholly or mainly for your own use (not for use in connection with your trade, business, craft or profession); and
- you are a business customer if you are not a consumer.
1.3 We may need certain information from you in order to complete your Order, fulfil our obligations under this agreement and/or to comply with the applicable laws and regulations on the prevention of money laundering and terrorist financing. If you do not give us the required information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may (at our discretion) either cancel this Agreement or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Goods late if it is caused by you not giving us the information we need within a reasonable time of us asking for it.
The purchase price of the Goods (the “Price”) shall be the price stated or referred to in the acceptance of the Order including Value Added Tax. If the rate or amount of Value Added Tax changes between the date of the Order and the date we deliver the Goods, we will adjust the rate that you pay, unless you have already paid for the Goods in full before the change in the rate takes effect.
3.1 Unless otherwise agreed in writing, payment of the full Price of the Goods without any withholding or deduction shall be made by the Customer to the Company as follows:
(a) in part by the payment of deposits of the amounts and at the times specified in the Order; and
(b) the balance in cleared funds prior to delivery of the Goods to the Customer at the agreed location as notified by the Company.
3.2 If the Customer hinders or refuses delivery of the Goods being made by the Company, whether by failure to provide delivery instructions or transport or otherwise, the Company shall have the right to invoice the Customer the Price or the balance of the Price (as the case may be), as well as any other amount owed by the Customer to the Company as set forth hereunder, when the Goods are available for delivery, and payment by the Customer shall be made not later than 7 days after the date of that invoice. The Company shall also have the right to make a reasonable charge for mooring, storage, maintenance and insurance of the Goods, and such charges shall be added to the Price. All amounts owed by the Customer and unpaid at the due date shall carry interest at 3% above the legal interest rate on the money (tipo de interés legal del dinero) from time to time in force, accruing on a daily basis from the due date until actual payment of the overdue amount.
4.1 Goods will be delivered ex the Company’s premises but at the request of the Customer the Company will, on behalf of and (unless otherwise agreed in writing) at the expense of the Customer, arrange transportation of the Goods to the Customer’s chosen location.
4.2 Claims that Goods fail to comply with the Agreement must be notified in writing at the time of delivery.
4.3 If we fail to deliver the Goods within 60 days of the estimated delivery date (as set out on the Order), you may give us notice requiring delivery. If, upon receipt of such notice, we fail to deliver the Goods within a further period appropriate to the circumstances, and in any event no later than 30 days therefrom, you may give us notice cancelling the Agreement and clause 8.3 will apply.
4.4 We will inform you when the Goods are ready for delivery, and you must pay the Price and take delivery within 14 days of being so informed. If you fail to do this, we may cancel the Agreement and clause 8.3 shall apply.
5. TITLE AND RISK
Title to the Goods shall not pass to you until the total Price has been paid in cleared funds. Risk in the Goods shall pass to you on delivery and you should insure accordingly.
6. SALE OF USED TENDERS
6.1 If you are a consumer and the Goods are a used, previously owned tender(s), the Goods are sold:
(a) subject to any defects which we have drawn to your attention prior to you placing the Order;
(b) subject to any defects which you discovered or ought to have discovered upon examining the Goods prior to placing the Order (irrespective of whether you carried out such examination) and, in that regard, you acknowledge that you have been afforded the opportunity to examine the Goods; and
(c) with the unexpired portion of the manufacturer’s warranty (if any), together with any used tender warranty made available with respect to the Goods as stated on the Order.
6.2 If you are a trader (i.e., you not qualify as a consumer) and the Goods are a used, previously owned tender(s):
(a) the Goods are sold as seen, tried and tested without guarantee;
(b) the Goods are sold subject to all (if any) faults and imperfections, including any hidden defects of which the Company is unaware;
(c) you should satisfy yourself prior to purchase as to the origin, description, suitability, age, durability, completeness, operability, state and condition of the Goods and should exercise and rely on your own judgement as to whether the Goods accord with any description; AND
accordingly, all conditions and warranties implied by law, trade, custom or practice are hereby excluded subject to clause 9.5 below.
7.1 If the Goods are a new tender(s), we undertake that any pre-delivery work specified by the manufacturer will be carried out and the Goods will be sold with the benefit of the manufacturer’s warranty, the terms of which are detailed within the owner’s handbook supplied or on the manufacturer’s website. Remedial work under warranty must be carried out in accordance with the manufacturer’s warranty terms.
- All parts supplied by the Company not of its manufacture are subject to the warranty of the makers, beyond which the Company accepts no responsibilit
8. ENDING THE AGREEMENT
8.1 If you are ending the Agreement for a reason set out at (a) to (d) below the Agreement will end immediately and we will refund you any money paid in advance for the Goods (subject to clause 8.3 below). The reasons you may end the Agreement are:
(a) we have told you about an upcoming change to the model or specification you ordered or these terms which you do not agree to;
(b) we have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed;
(c) it is likely that our obligations under this Agreement may be significantly delayed because of events outside our control (for which we shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement); or
(d) you have a legal right to end the Agreement because of something we have done wrong.
You can give notice to end the Agreement any time before the Agreement is completed. This Agreement is completed when the Goods are delivered and paid for.
8.2 We may end the Agreement at any time by giving notice to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you breach any other term of this Agreement;
(c) if the manufacturer had suspended supply of the model or specification of Goods you have ordered or if we are unable to obtain them from the importer or other supplier;
(d) you do not, within a reasonable time of us asking for it, provide us with information pursuant to clause 1.3; or
(e) you do not, within a reasonable time, take delivery of the Goods (pursuant to clause 4.4).
8.3 If the Agreement is ended at any time before it is completed, we will refund any money you have paid in advance for the Goods but we may deduct from that refund (or if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of you ending the Agreement or us ending the Agreement as a result of you breaching the Agreement.
9. LIMITS OF LIABILITY
9.1 The Goods are sold strictly on the condition that you have inspected them and have satisfied yourself of their suitability for your purposes and of their satisfactory quality.
9.2 You acknowledge that specification and details in any catalogue (including weight and measurements), and forecasts of performance (including power, speed capacity and fuel consumption) are approximate only, and that such specifications and details and forecasts and representations made by us to you do not form part of the contract and in respect of such specifications, details, forecasts and representations we shall be under no liability nor shall you be entitled to any remedy.
9.3 Our total liability for your aggregate claims arising out of a single act or default by us (whether due to our negligence or otherwise) shall not exceed the Price.
9.4 We shall not in any circumstances be liable for any consequential loss or damage or any loss of profits, loss of data, business opportunities, or damage to goodwill (whether such losses are direct or consequential).
9.5 Nothing in the Agreement shall be construed as limiting or excluding any liability of ours which may not by law, be excluded.
10. DISTANCE AND OFF PREMISES CONTRACTS
10.1 If you are:
(a) a business customer;
(b) a consumer and you do not conclude this Agreement as a “distance contract” or an “off premises contract”(as defined by title III of the Royal Legislative Decree 1/2007, of November 16, approving the revised text of the General Law for the Defence of Consumers and Users and other complementary laws (“LGDCU”));
(c) a consumer and the goods have been made to your specification or personalised; then
you do NOT have a right to withdraw from this Agreement under title III of LGDCU and clauses 10.2 to 10.5 will not apply.
10.2 We usually conclude our sales contracts on our trade premises. However, if you are a consumer and this Agreement has been concluded exclusively as a “distance contract” or an “off-premises contract” (as defined by title III of the LGDCU), you may cancel this Agreement (without giving any reason) up to 14 days after the day you took delivery of the Goods, whereupon you must return the Goods to our premises at your own cost as soon as reasonably possible and in any event not later than 14 days of giving us the notice of withdrawal. If the Agreement was not concluded by exclusive means of “distance selling” or “off-premises selling” then it will be deemed as an “on-premises” contract by law and you will not have the right to cancel the Agreement within 14 days of delivery.
10.3 Within 14 days of receipt of the notice of withdrawal from the Agreement, we will reimburse to you all payments received from you, including the costs of delivery unless they are of a non-standard nature. Notwithstanding the foregoing, except where we have offered to collect the Goods, we may withhold reimbursement until receipt of the Goods back into our possession, or until you have provided proof of return of the goods, whichever condition is met first.
10.4 We may deduct from any reimbursement due to you:
(a) a charge for the cost of recovering the Goods from you if you fail to return the Goods within 14 days of giving us notice of cancellation;
(b) the amount by which the value of the Goods has diminished as a result of you handling the Goods beyond what is necessary to establish its nature, characteristics and functioning.
10.5 For the purpose of clause 10.4, without limitation, the following are considered to be beyond what is necessary to establish its nature, characteristics and functioning:
(a) any loss or damage to the Goods;
(b) any unreasonable wear or tear to the Goods; and
(c) any alteration, modification or personalisation of the Goods.
10.6 For purposes of you exercising the right of withdrawal hereby provided, you may use to give us notice the withdrawal form provided at https://www.williamsbalear.com/terms. Such communication must be sent to us before the expiry of the withdrawal period set forth in clause 10.2 by pre-paid post that provides duly authenticated proof of its content and the date on which the notice was sent.
If there is a problem with the Goods you should contact us by email at firstname.lastname@example.org as soon as possible after having become aware of a problem. If you are a consumer, you have the protection of the LGDCU. For full details please refer to the Consumer Section, Consumer Laws, to be found at: https://www.mscbs.gob.es/consumo/normativa/normativaConsumo.htm
12. ILLUSTRATION DESIGN AND NEW MODELS
12.1 Drawings, photographs and other illustrations or advertisement matter supplied represent generally the Goods specified but shall not be taken as representing the Goods and shall not form part of the Agreement.
12.2 The right to change without prior notice the design, construction or specification of the Goods which are the subject of a contract is reserved to the Company. The Company reserves the right to deliver Goods in fulfilment of the contract conforming to its prevailing design and specification at the time of delivery.
13. FORCE MAJEURE
The Company will not be liable for any loss or consequential liability or damage sustained by the Customer by reason of act of God, war, riot, fire, strike, lock-out, government control or regulation, abnormal weather conditions, accident, breakdown, pandemic situation or any other circumstances beyond the Company’s control.
14. NOTICES AND GENERAL PROVISIONS
14.1 Notices. Any notice given by a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand with acknowledgment of receipt or by pre-paid post that provides duly authenticated proof of their content and the date on which the notice was sent to that party’s address stated on the Order (or, if the addressee indicates any other address, shall be sent to such address); or
(b) sent by email to the address specified in the Order.
14.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address and its receipt if acknowledged;
(b) if sent by pre-paid post, at the time of receipt (or if undelivered for reasons attributable to the addressee, the date of the attempted delivery); or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
14.4 Third Party Rights. Pursuant to section 1,257 of the Spanish Civil Code, this agreement does not and is not intended to give any rights to enforce any of its provisions to any person who is not a party to it.
14.5 Entire Agreement. This agreement together with any schedule, annex and/or inventory signed by both the Company and the Customer forms the entire agreement between the parties unless otherwise specifically agreed in writing between them.
14.6 Variation. No amendment or variation of this Agreement shall be binding on the parties unless it is set out in writing, expressed to amend this Agreement and signed by an authorised representative of each party.
14.7 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted (but that shall not affect the validity and enforceability of the rest of this Agreement) and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.8 Definition of days. Any reference to “days” shall be deemed to be made to “calendar days”. Any periods expressed in days shall start to be counted from the day immediately following that on which the counting starts.
14.9 Language. This document has been drafted in Spanish language and shall prevail over any other version drafted in a different language. Any translation of these terms and conditions has been drafted for the Customer’s benefit, but shall not be used for the purposes of interpreting these terms and conditions.
14.10 Governing Law and Jurisdiction. This Agreement shall be subject to the exclusive jurisdiction of the Spanish courts and shall be governed and construed in accordance with Spanish law.
Withdrawal form for a distance/off premises contract