SCOPE
These general terms and conditions of sale (the “General T&Cs”) will apply to all sales made by Ernesto Ventós, S.A. (“Ventós” or the “Seller”), unless otherwise expressly agreed in writing. Ventós and the Buyer (as defined below) will be jointly referred to as the “Parties” and each one individually as a “Party”.
In the case of ongoing business relations, these General T&Cs will also apply to future transactions, even if no reference is made to them.
Any purchase order or order sent to Ventós (the “Order”) implies that the buyer (the “Buyer") accepts without reservation to be bound by these General T&Cs, complemented, if applicable, by any other document that the Parties may agree in writing, such as, for example, the Seller’s Order Confirmation (as defined below) (the “Specific T&Cs”). These General T&Cs and, where applicable, the Specific T&Cs, will comprise the entire contract between Ventós and the Buyer (the “Agreement”).
In the event of any discrepancy between the provisions of the General T&Cs and the provisions of the Specific T&Cs, the provisions of the Specific T&Cs will prevail.
Unless otherwise expressly agreed by the Parties in the Special T&Cs, any Order sent to Ventós implies, ipso jure, the Buyer’s waiver of its own terms and conditions of purchase or contract (if any).
Ventós reserves the right to correct, modify or amend these General T&Cs from time to time. The most recent version, –available on the Ventós website (https://www.ventos.com/)– will come into force immediately after its publication and will cover all pending and future orders.
The General T&Cs are available in different languages. In the event of discrepancies, the Spanish version available on the Ventós website will prevail.
“Ventós” or “Buyer” means the company belonging to Ventós group, including Ventós do Brasil LTDA, Ventós Essential Oils & Aromatics LTDA, Ventós Esencias & Químicos, S.A., Prodasynth SAS, Ventós de Colombia, S.A.S, Ventós Vos PTE, Ltd, Ventós USA, INC, and Esencias Ventós, S.L.
OFFERS AND ORDERS
The offers made by Ventós, in any form, do not bind Ventós and constitute solely a proposal to the Buyer to place an Order. All offers issued by the Seller are revocable and subject to changes without notice.
The Buyer's orders will be considered as the Buyer's binding offer, which must be accepted first by the Seller in writing (the “Order Confirmation”), unless the Seller actually delivers, which will imply a tacit acceptance of the Order. Until the Order Confirmation takes place, the Seller will be entitled to refuse the Order without giving any reason.
Any samples provided by the Seller are for illustrative purposes only and do not constitute a warranty of any kind, including, but not limited to, the suitability or merchantability of the product in question.
Each delivery will represent a separate transaction and any failure to perform will not affect other deliveries.
DELIVERY
Deliveries will be made subject to the terms and conditions of the Agreement, which will be interpreted in accordance with the Incoterms in force at the time the Agreement is signed.
Unless otherwise agreed by the Parties in the Specific T&Cs, all the Seller’s delivery dates and deadlines are estimations and, therefore, non-bindings.
The Seller will not be liable for any delay in delivery. In addition, delay in delivery of any product or goods will not relieve the Buyer of its obligation to accept such delivery.
The Seller is entitled to make and invoice partial deliveries as long as the goods delivered are usable by the Buyer, the delivery of the remaining goods is ensured and the partial delivery does not cause any additional work or costs for the Buyer, unless the Seller agrees in writing to assume such additional costs. The Buyer will have to pay the fee specified in the Specific T&Cs for the quantity of products delivered.
Ventós is entitled to suspend the delivery of Orders if the Buyer fails to pay any amount when due.
Should the Parties agree on scheduled deliveries (e.g. on a quarterly or six-monthly basis), the Buyer may not suspend the scheduled delivery if the Order has already been confirmed (in accordance with Clause 2.2. above).
ADVICE
Any advice given by Ventós is given to the best of its knowledge, without assuming any liability. No advice or information provided regarding the suitability and use of the products or goods of the Orders will release the Buyer from the obligation to conduct its own studies and tests.
PRICE AND PAYMENT
The prices of the products are those established in the Specific T&Cs by the Seller. Unless the Specific T&Cs state otherwise, the Seller's prices include, standard packaging, but exclude VAT or any other similar tax, duty, levy or charge in force in any jurisdiction and charged on the products of the Order. The amount of any taxes levied on the Order will be payable by the Buyer and will be added to each invoice or separately invoiced by the Seller.
Any delay in payment on the part of the Buyer will automatically generate, simply by failing to pay within the agreed deadline and without the need for a reminder or any claim on the part of the Seller, the legal interest for late payment in force in Spain at the time the payment is due (on the unpaid amount), increased by 4 percentage points.
The Buyer's right to set off invoices against amounts due by the Seller is expressly excluded.
Ventós reserves the right to increase the offered prices at any time after the Order Confirmation if the manufacturer or the corresponding supplier increases them. In this case, Ventós will inform the Buyer as soon as possible and the Buyer will have the right to refuse the Order. The Buyer waives the right to hold Ventós liable for any loss that may be caused by the increase in prices or, in the case of the Buyer, the refusal to accept the Order.
Unless expressly stated otherwise in the Specific T&Cs, orders will be invoiced on the date of shipment and are payable within a maximum of thirty (30) days from the date of invoice.
Any complaint or claim related to the invoice must be notified to Seller within eight (8) business days of the invoice date. After this period the Buyer will be considered to have accepted the invoice.
RECEPTION AND CLAIMS
The Buyer must check the quantity and quality of the Products upon receipt of the Order to determine whether the Products are in compliance. The Buyer should submit any such claims in writing and the Seller must receive them: (i) within fifteen (15) calendar days after delivery of the Order if they relate to defects, omissions or shortcomings apparent from a reasonable inspection at the time of delivery; and (ii) within fifteen (15) calendar days after the date on which such defect or shortcoming is discovered or should have been discovered. In all cases, the Buyer must make its claim within a maximum period of six (6) months from the date of delivery of the products.
The Seller will determine whether the products are defective or faulty by analysing the samples or documentation held by the Seller and taken from the batches or production runs of the relevant Order in accordance with the Seller's analysis methods. Products that the Seller accepts or instructs the Buyer in writing to return must be returned to the Seller at the Buyer's risk to a destination specified by the Seller.
Defects in any part of the products will not give the Buyer the right to refuse delivery of the entire Order.
Should the products or goods are defective or faulty and the Buyer has notified the Seller in accordance with Clause 6.1. above, Ventós may, at its discretion, remedy the defect or deliver new flawless products, in accordance with Clause 8 below.
The use or processing of the products will be considered an unconditional acceptance of the products and a waiver of all claims arising from them.
Under no circumstances will Ventós be responsible for the suitability of a product for a specific use, nor will it extend its guarantee on the products to third parties other than the Buyer.
The risk in the products of the Order will pass to the Buyer at the time the Seller delivers the products to the carrier.
Any products whose delivery is suspended due to the pending payment by the Buyer, and any products whose delivery is wrongfully refused by the Buyer, will be retained and stored by the Seller at the Buyer's cost, expense and risk.
The Seller will retain full legal title to the products until the Seller has received the full payment of the Order, including any incidental costs such as interest, charges, etc.
DAMAGE DURING TRANSPORT
The Buyer must present any claims arising from damage during transport directly to the carrier, with a copy to Ventós, within the time limit specified in the transport agreement.
LIABILITY
Ventós will be responsible for ensuring that the product meets the technical specifications requested by the Buyer, but will not be responsible for ensuring that the product is suitable for the use intended by the Buyer.
Ventós will not be liable in any way to the Buyer for the shortage of a product due to causes attributable to the manufacturer or supplier, without prejudice to the fact that as soon as it is informed by the manufacturer or supplier of the shortage, it will inform the Buyer and use its best efforts to find a product with similar characteristics.
If the products breach the warranties given by the Seller under these General T&Cs, the Seller may, within a reasonable time, either repair or replace the relevant products at no cost to the Buyer, or issue a credit note for these products in the amount of the original invoice price. For these purposes, Seller's obligation and liability will be limited exclusively to repairing or replacing the products or refunding their price.
Ventós will not be liable to the Buyer in the event of impossibility or delay in the performance of its delivery obligations if the impossibility or delay is due to the fulfilment of the legal and administrative obligations relating to the European Chemicals Regulation imposed on the Buyer.
The Seller's liability for any claim arising out of or in connection with the Orders will not exceed the sum paid by the Buyer in respect of the Orders to which the claim relates. To this end, it is expressly stated that the Seller will not be liable to the Buyer or any third party for any indirect, specific, consequential or punitive damages or losses including, but not limited to, loss of goodwill, loss of sales or profits, loss of production or otherwise.
INTELLECTUAL PROPERTY RIGHTS
The sale of products will not grant, by implication or otherwise, any licence or transfer of intellectual property rights in relation to the specifications and formulation of the products.
FORCE MAJEURE
Neither Party will be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference with or failure to perform any obligation to the other Party arising out of any circumstance beyond its reasonable control including, without limitation, fortuitous events, laws, statutes, ordinances, regulations, legislative measures, governmental decrees or other administrative measures, orders or judgments of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, epidemic, strike, lockout, sit-down strike, labour unrest, difficulty in obtaining necessary labour or raw materials, shortage or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, failure or shortage of utilities, or delay in delivery or defects in products supplied by suppliers or subcontractors (“Force Majeure”).
In the event of force majeure, the affected Party will immediately inform the other Party by written notice specifying the cause of the event and how it will affect the performance of its obligations. In the event of any delay, the obligation to deliver will be suspended for a period equal to the time lost due to the force majeure event. Should a force majeure event continue or be expected to continue for a period of more than two (2) months after the delivery date agreed between the Parties, either Party will be entitled to terminate the affected part of the Order and will be released from all liability to the other Party.
INDEPENDENT PARTIES
This Agreement does not imply any association or dependency between the Parties, who will remain completely independent and autonomous. Nothing in this Agreement may be construed to create an employment, agency or similar relationship between the Parties or any personnel of the Parties.
WAIVER AND NULLITY
The Seller's failure to enforce at any time any provision of these General T&Cs will not be construed as a waiver of the Seller's right to act or exercise the right in question. The Seller’s waiver of any breach of Buyer's obligations will not represent a waiver to other prior or subsequent breaches.
If any provision of these General T&Cs is held to be invalid or unenforceable, it will not affect the validity or enforceability of the remaining provisions between the Parties.
SUSPENSION AND TERMINATION
The Seller may suspend or delay delivery of any uncompleted order or part of an order by written notice and the Buyer will only be liable to pay the price of the completed and shipped deliveries.
If the Buyer fails to fulfil its contractual obligations correctly and on time, including these General T&Cs, as well as in the event of lack of technical or financial capacity (due to the Buyer being declared insolvent or being in default with its debts to a company in the Seller's group) and in the event of the Buyer being taken over by a third party, the Seller may, without prejudice to its other rights and the application of agreed penalties, terminate the Agreement in writing with immediate effect, in whole or in part, without the Buyer being entitled to any compensation.
CONFIDENTIALITY
The Parties agree to keep all information, documents or knowledge, techniques, equipment, drawings, specifications, products, etc. of which they become aware in connection with this Agreement strictly confidential (the “Confidential Information”). For these purposes, the Confidential Information may not be used beyond what is strictly necessary for the performance of this Agreement.
All Confidential Information to which either Party has access must be safeguarded with due care and each Party will be liable for any losses that may result from the disclosure of such information.
DATA PROTECTION
Pursuant to 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, and the Spanish Data Protection Act [Ley 3/2018, de 5 de diciembre, de Protección de Datos y Garantías de los Derechos Digitales]: (a) personal data of the Parties collected during the negotiation or performance of the Order will be processed by the Parties (as data controllers) for purposes related to the subject matter of the Order and/or for compliance with legal obligations based on the fulfilment of the Order; (b) the parties agree to observe and comply with the obligations regarding the protection, privacy and security in the processing of personal data imposed on them by current legislation; (c) the legal basis for processing is the fulfilment of the Order; (d) the Parties will store the personal data for the time necessary to fulfil the purposes of the processing and to comply with legal obligations, although they may be stored for the purpose of making them available to judges and courts, the Public Prosecutor or the competent Public Administrations, and in particular to the data protection authorities, for the enforcement or defence of possible liabilities, in which case the data will be blocked until the expiry of the limitation periods, at which time they will be deleted; (e) the Parties' data will be accessible only to the Parties' consultants or affiliates or to persons designated to process the data in relation to the purposes set out in paragraph (a) and will not be disclosed or assigned to third parties except where the parties agree or where it is necessary for compliance with a legal obligation; (f) the parties will take appropriate measures to ensure the privacy, confidentiality and security of personal data, including protection against unauthorised or unlawful processing and against accidental loss, alteration, destruction or damage, subject to a duty of confidentiality that will continue after the relationship has ended; (g) in relation to the processing of the Parties' data, the Buyer may exercise its rights of access, rectification, opposition, erasure, restriction of processing and data portability by writing, enclosing proof of identity, to the following postal address: Carretera Reial 120-B, 08960, Sant Just Desvern (Barcelona-España), or to the email address
GOVERNING LAW AND JURISDICTION
These General T&Cs are subject to Spanish law with express waiver of any other international law or regulations on the sale of goods that may be applicable.
Any disputes arising from the interpretation and/or fulfilment of the Order or the obligations of the Buyer and/or the Buyer that cannot be settled amicably will be submitted to the Courts of the city of Barcelona, with the Buyer expressly waiving its own jurisdiction.
