GENERAL TERMS AND CONDITIONS (Reference 1001EN FPSL v24.12.001)

SPARE PARTS, ACCESSORIES AND CONSUMABLES

FOREST PIONEER SL ￭ ESB20963823

1.- Application

These conditions shall apply mandatorily to all sales of new machinery, used machinery, services, and the FP Link system made by FOREST PIONEER SL (hereinafter “FPSL”), with the understanding that the customer submits to them simply by confirming, completing, or receiving orders made to FPSL. They automatically exclude any other general or specific conditions that the customer may have, insofar as they conflict with or modify these conditions, and from the moment this document is signed, they shall be invalid.

The provisions of the previous paragraph are understood without prejudice to any other special conditions that, duly accepted and signed by FPSL, may be agreed upon in specific cases. Modifications to existing orders, whether made verbally or by any other means of communication, must always be subsequently confirmed by FPSL to be binding. If an order has been placed based on a special quotation from FPSL, the special conditions offered will apply, supplemented by these conditions, which will only be modified by those specific terms included in the special quotation. FPSL will only be bound by sales of new or used machinery when there is a quotation made by FPSL that has been duly accepted by the customer, through the signing of the quotation itself. Acceptance made by letter, email, or fax will be valid.

2.- Quotes, orders, amendments and cancellations

2.1. The quotes prepared by FPSL will always be in the form of a quotation or proforma invoice and will bind FPSL from the moment they are made, unless the customer is explicitly informed in writing otherwise. 

2.2. A purchase order will only be considered confirmed when there is a quote prepared by FPSL that has been expressly accepted by the customer (hereinafter referred to as the “accepted order”). In the absence of an acceptance date, the date of acceptance will be considered as the date of issue of the signed document.

2.3. While the order is being prepared, the client will be able to add products. FPSL keeps the right to generate a new quote for any addition or amendment of the original quote. 

2.4. The only service that might be included is transportation. The sale of spare parts, accessories or consumables do not include the mounting service or any other technical service. Those, if required, will be quoted separately. 

2.5. Cancellations – In the event that the customer decides to cancel the order before it is shipped, FPSL reserves the right to demand payment for the expenses incurred by FPSL from the date the order was accepted to the date of cancellation, as well as any penalty fees from the manufacturer and other suppliers (carriers, etc.).

3.- Duties

3.1. FPSL will provide the customer with the description of the goods being sold, as supplied by the manufacturer, along with the special sales conditions; it also commits to providing an honest and objective description of the goods and to supplying the customer with all available information. The data contained in catalogs, brochures, advertisements, representations, sketches, etc., regarding measurements, weights, values, specifications, and characteristics, are not binding for FPSL and may be changed at any time.

3.2. FPSL will be relieved of any obligations assumed in the preparation of its quotes, even when already accepted by the customer, if the order cannot be fulfilled due to causes beyond its control, such as labor disputes and any other circumstances independent of its will, including fires, mobilizations, requisitions, embargoes, general material shortages, energy usage restrictions, and similar situations

4.- Price, payment and non-payment

4.1. Unless otherwise indicated in the quote

(i) The prices are excluding packing cost and ExWorks. 

(ii) Payment due prior to sending the item.

4.2. Claims made by the customer do not justify the withholding of payments or the non-fulfillment of commitments by the customer.

4.3. The prices will be increased in any case by the Value Added Tax (VAT) and any other taxes that current or future legislation may impose on FPSL.

4.4. Payments should preferably be made via bank transfer or direct debit. Cash payments or payments by bank check are also possible. Advance payment will not entitle the customer to any discount from the conditions stated in the corresponding invoice.

4.5. Any taxes and expenses incurred will be the responsibility of the customer.

4.6. The customer is obligated to make prompt payment of the invoice by its due date, and will be responsible for the corresponding interest in case of non-payment. The interest rate will be 12% annually.

4.7. In the event of non-payment, all other invoices not overdue will automatically become due, and FPSL may demand immediate payment of the full debt.

4.8 FPSL is granted the right to offset any debts owed by the customer in the event the customer fails to fulfill their payment obligations to FPSL, or in cases where FPSL deems there is serious risk or high doubt about the customer’s ability to pay.

4.9. Notwithstanding the provisions of the previous clause, if the customer fails to meet any of their payment obligations, or owes amounts for any reason to FPSL, FPSL reserves the right to reject any claims concerning the products sold, even if they are within the warranty period and the debt is unrelated to the guaranteed material.

5.- Delivery time and transportation

5.1. The delivery time are indicative. The delivery period will begin from the date on which the client accepts the quote proposed by FPSL and after having made the corresponding payment, as specified in the quote.

5.2. The delivery time do not include transportation time. The delivery time is considered met before its expiration when the package has left FPSL’s warehouse or, in the case of direct shipping, the manufacturer. If the package must be held for any reason, the delivery deadline will be deemed met on the date it is communicated that the package is ready for shipment.

5.3. Events of force majeure, disruptions in work, employer shutdowns, strikes, rejection of manufactured parts, delays in the supply of essential raw materials, and other similar circumstances, will extend the delivery period.

5.4. When the delivery is delayed at the express request of the customer, they must fulfill payment obligations on their respective due dates. In such a case, FPSL may charge the customer a storage or deposit fee, which will, in any event, be carried out at the customer’s expense and risk (12% annual interest rate).”

5.5. If events or obstacles occur that make the supply of the order difficult or impossible, FPSL has the right to cancel the contract with the client, provided that the client is notified before the agreed delivery date. A simple written notification to the client by letter, email, or fax will suffice.

5.6. Notwithstanding the provisions of this section, the client will not be entitled to claim damages for deliveries made after the agreed date.

5.7. In the event FPSL takes care of organizing transportation, FPSL will select the most appropriate transportation mean. Unless agreed otherwise, FPSL will not ensure the shipment.

6.- Warranty

6.1. The warranty on spare parts and accessories is assumed by the manufacturer and does not include transportation costs that will be invoiced to the customer. 

6.2. Damage to third parties or other elements of the machine in which the parts are assembled, due to a failure that may have been detected in them, is excluded from the warranty.

6.3. The customer will lose his warranty rights, if any, in the following cases:

(a) The instructions and recommendations of the manufacturer and/or FPSL are not followed exactly.

(b) In the case of manipulation by third parties of the guaranteed parts.

(c) In the event of not being up to date with its payment obligations.

6.4. The warranty is valid only for the first customer and is not transferable to subsequent customers.

6.5. The warranty does not include wear/breakdowns caused by incorrect use, operator error, lack of maintenance, overload, insufficient lubrication,…

6.6. The warranty does not include expenses related to consequences such as bodily injury, property damage, loss of income or other indirect or general consequential expenses of a breakdown.

7.-Returns

7.1. The customer has the right to request the return of a product, within a maximum period of 14 calendar days from receipt of the product following the process described below:

(a) Complete and send the return form to this email address: recambios@forestpioneer.com,

(b) After receiving validation of the form from FPSL, proceed to ship the product and report the shipment of the package indicating the shipment reference.

7.2. The product must be delivered in perfect condition: It must not show signs of having been manipulated, it must not present damage caused by negligence or misuse and with the original packaging. In cases where the product has factory defects, the established warranty conditions will apply.

7.4. Any costs that may be incurred as a result of returning the product will be borne by the customer.

7.5. FPSL will not be responsible for any damage related to the return of the product, whether economic or of any other nature.

8.- Risk transfer and ownership

8.1 FPSL reserves ownership of all machines sold until they have been fully paid for by the customer. Until then, the customer may not transfer these goods to third parties and is obliged to inform them of this reservation of ownership, being responsible for any damages caused to FPSL due to failure to comply with this obligation, without prejudice to any other liabilities they may incur.

8.2. During the period in which the payment for the goods subject to sale has not been fully satisfied, the customer is obliged to ensure the delivered goods against all foreseeable risks, designating FPSL as the beneficiary in case of a loss, for the outstanding amount due under the supply agreement.

9.- Customer Data and Confidentiality

9.1. The customer data provided for the purpose of this contract are recognized by the customer as accurate and current, and the customer agrees to promptly notify FPSL of any changes, assuming full responsibility for the consequences of non-compliance.

9.2. In compliance with the provisions of the General Data Protection Regulation (GDPR) of April 27, 2016, we inform you that FPSL collects and processes your personal data, applying technical and organizational measures to ensure its confidentiality, for the purpose of managing the relationship with you. You give your consent and authorization for such processing. We will retain your personal data only for the time necessary to manage our relationship. You may exercise your rights of access, rectification, erasure, restriction, portability, and objection by contacting FPSL at Polígono Bidaurre Ureder, Ventas Auzoa 45B – Bajo 6A, Irun, 20305, Gipuzkoa, Spain.

9.3. In the performance of this Agreement, the Customer may have access to confidential information. This includes, among other things, the terms and prices provided under this Agreement, technical specifications and other specifications regarding the equipment, and any information clearly identified as confidential. Confidential information does not include information that (i) is or becomes part of the public domain through means or sources independent of the Customer, (ii) has been lawfully made public by a third party without restriction on disclosure, or (iii) has been independently developed by the Customer. The Customer agrees to maintain the confidentiality of such information throughout the duration of this Agreement and for a period of five (5) years after its termination. The Customer agrees, unless required by law, not to provide any confidential information to a third party in any form or use it for purposes other than those applicable to this Agreement. The Customer agrees to take all necessary measures to prevent confidential information from being provided or disclosed by its employees, representatives, or agents in violation of the provisions of this Agreement.

10.- Invalidity of any condition, place of performance, and competent court

10.1. The invalidity of any of the clauses of this general terms and conditions, for any reason, shall not mean the total invalidity of the contract, with only the specific invalid condition being considered invalid, while the remaining unaffected conditions shall remain in full force. In place of the invalid condition, the legally permissible condition that most closely resembles the invalid one shall apply.

10.2. The place of performance of these conditions is understood to be the registered office of FPSL.

10.3. The parties intend to resolve all disputes, disagreements, or claims arising from or related to this contract, including those concerning its validity, nullity, breach, or dissolution, through a mediation procedure in accordance with the commercial mediation regulations of the Chamber of Commerce of Gipuzkoa. The place of the mediation will be San Sebastián (Gipuzkoa, Spain). Meetings may also take place at the FPSL headquarters.

10.4. The competent court is the one corresponding to the registered office of FPSL, to whose jurisdiction the client expressly submits, with express renouncement of their own jurisdiction and domicile if different, for any issue, doubt, or dispute arising from their commercial relations with FPSL.

10.5. For legal relations between contractors, Spanish law will apply.

11.- Notifications, complaints and claims

Unless otherwise specified, any notification sent within the framework of this contract shall be made by certified letter with proper postage and acknowledgment of receipt to the respective registered addresses, or by fax or email. The notification shall be considered effective on the first working day following the first presentation of the letter to its recipient. A notification sent by email or fax shall be considered effective no later than twenty-four hours after its issuance.

The client may submit complaints, claims, or comments through the following means: FPSL contact email: info@forestpioneer.com; Phone: +34-943 63 64 82..