Article 1 – Application and enforceability of the general terms of sale

Any order for products placed with KEIGIO Design SL (hereinafter "the seller") implies the unreserved acceptance by the buyer and their full adherence to these general terms of sale, which prevail over any other document of the buyer, and notably over any general terms of purchase, unless expressly agreed otherwise in writing by the seller. These general terms of sale apply to all sales of products by the seller, unless specifically agreed otherwise in writing between the parties. Consequently, placing an order by a customer entails their unreserved acceptance of these general terms of sale, unless specific conditions agreed upon in writing by the seller are granted to the buyer. These general terms of sale only apply to individuals or legal entities (hereinafter "buyer") contracting within the scope of their professional activity and are intended to apply to the current order, as well as any subsequent complementary and/or subsequent orders. Any document other than these general terms of sale, notably catalogs, brochures, advertisements, instructions, has only informative and indicative value, non-contractual. These general terms of sale are provided to any buyer upon request, enabling them to place an order with the seller.

Article 2 – Orders

2.1 Definition Any sale is only perfect upon the express and written acceptance of the buyer's order by the seller, or by the dispatch to the buyer of the ordered goods. The seller reserves the right to accept the order within a period of two weeks from its receipt. By "order," it is understood to mean any order for our products listed in our price lists and accepted by the seller, accompanied by the payment of the deposit, if applicable, provided on the purchase order. The buyer has a period of four working days to contest the content of order confirmations, delivery notes, and other documents issued by the seller; failing which, these documents are deemed accepted by the buyer and may no longer be disputed. 2.2 Modification of the order Orders transmitted to the seller are irrevocable for the buyer, except with the written acceptance of the seller. Any request for modification of the composition or volume of an order placed by a buyer may only be considered by the seller if the request is made in writing, including fax or email, and reaches the seller no later than eight days after receipt by the seller of the initial order. In the event of a modification of the order by the buyer, the seller will be released from the agreed-upon deadlines for its execution. 2.3 Product characteristics Any technical modification of the ordered products must be the subject of an express and written agreement from the seller. The dimensions, illustrations, drawings, information on the characteristics and performance of the products are provided by the seller for informational purposes only and have no contractual value unless expressly confirmed in writing by the seller.

Article 3 – Deliveries

Deliveries 3.1 Timing Delivery dates and times are binding only if agreed with the buyer or confirmed in writing by the seller. Delivery times start from the date of order confirmation and after clarification of technical issues, receipt of documents and plans to be provided by the customer, and subject to payment by the customer within the time frame specified on the invoice. The seller endeavors to meet the delivery time indicated at the acceptance of the order, based on the standard logistic time frame in the profession, and to execute orders, except in cases of force majeure, or circumstances beyond its control, such as strikes, frost, fire, storm, flood, epidemic, supply difficulties, and any event not attributable to the seller, without this list being exhaustive. Delivery times are then extended by the duration of the event causing the delivery delay. If the delivery delay persists beyond a period of six months, both parties may terminate the contract after sending a reminder letter by registered mail with acknowledgment of receipt and once a reasonable time has been allowed for the seller to potentially send a similar product in replacement. These delays shall not give rise to damages. Delays in delivery of less than six months shall not result in cancellation or modification of the contract, or grant of damages. 3.2 Transfer of ownership and risks The transfer of the risks of loss and deterioration of the seller's products will occur upon delivery of the products for delivery to the carrier, driver, or any person or establishment mandated for the execution of the shipment in the case of mail-order sales. The transfer takes place even when the customer has not received the goods. The transfer of ownership shall only occur upon full payment of the price by the buyer, regardless of the delivery date. 3.3 Transport In the event of damage to the delivered goods or missing items, it is the customer's responsibility to make all necessary reservations with the carrier. Any product that has not been subject to reservations by registered letter with acknowledgment of receipt within three (3) days of its receipt by the carrier, in accordance with Article L 133-3 of the Commercial Code, and a copy of which will be simultaneously sent to the seller, shall be deemed accepted by the customer. The absence of reservations within this period extinguishes any claims relating to apparent defects or damage. The claim made by the purchaser under the conditions and according to the modalities described in this article does not suspend the payment by the customer of the goods concerned. The seller's liability can in no case be invoked for acts during transport, destruction, damage, loss or theft, even if the carrier has been chosen by the seller. 3.4 Suspension of deliveries In the event of non-payment in full of a due invoice, the seller reserves the right to suspend any ongoing and/or future deliveries. 3.5 Delivery subject to cash payment All orders that the seller agrees to execute are made on the understanding that the customer presents sufficient financial guarantees, and that they will effectively pay the sums due by their maturity, in accordance with the law. Therefore, if the seller has serious or particular reasons to fear payment difficulties on the part of the customer on the date of the order, or subsequently to it, or if the customer does not present the same guarantees as at the date of acceptance of the order, the seller may make the acceptance of the order or the continuation of its execution subject to cash payment or the provision, by the customer, of guarantees to the benefit of the seller. The seller also has the right, before accepting any order, as during its execution, to require the customer to provide its accounting documents, and notably its income statements, even forecast, allowing it to assess its solvency. In the event of the customer's refusal of cash payment, without adequate guarantees being proposed by the latter, the seller may refuse to honor the order(s) placed and deliver the goods concerned, without the customer being able to claim unjustified refusal of sale, or claim any compensation.

Article 4 - Refusal

Refusal of order In the event that a customer places an order with the seller without having paid for the previous order(s), the seller may refuse to honor the order and deliver the goods concerned, without the customer being entitled to any compensation, for any reason whatsoever. 

Article 5 - Prices

The products are supplied at the prices in force at the time of placing the order. Prices are defined and available in the offers and/or quotes sent to the buyer upon request and are determined based on the existing costs and charges at the time of contract conclusion.

Prices are net, excluding taxes, ex-warehouse. They are then increased by transport and transport insurance costs, and the applicable VAT. Any exchange rate fees are also borne by the customer.

Any request for a firm price by the buyer requires the preparation of a written quote. This quote details the services and materials necessary for the production of the requested product and their prices. This quote binds the seller for a period of four weeks from its submission to the customer, unless otherwise indicated.

Any order placed following a quote results in a deduction of any fees related to the quote and preparatory work from the invoice.

The application of Article 1223 of the Civil Code, which allows the buyer to unilaterally reduce the price, is expressly excluded. The buyer also waives seeking from the judge the revision of the price or the termination of the contract in the event of unforeseeable circumstances at the conclusion of the contract rendering the performance excessively burdensome in accordance with Article 1195 of the Civil Code.

Article 6 - Payment

The price is payable in full and in a single installment within 30 days from the date of invoice issuance. Payments made within 8 days from the date of invoice issuance will be subject to a discount of two percent (2%).

Payments made by bank transfer, check, or bill of exchange are considered received on the date of receipt. The use of checks and bills of exchange as a means of payment must be the subject of express written agreement from the seller.

The buyer waives the right to invoke Article 1220 of the Civil Code and, consequently, to suspend payment of the price in the event that it deems it manifest that the seller will not perform by the due date and that the consequences of this non-performance would be sufficiently serious for the buyer.

6.1 Late Payment

Any late payment will result in the customer paying penalties set at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, without it being less than three times the legal interest rate. These penalties are due automatically and will be debited to the customer's account.

The seller reserves the right to petition the competent court to order the cessation of this non-performance, under penalty of daily fine for each day of delay.

Finally, the seller also reserves the right to demand payment of the full amount due from the customer and to demand advance payments or security deposits.

6.2 Collection Costs

In the event of late payment, the buyer shall owe a flat-rate indemnity for collection costs, in the amount of 40 euros, automatically and without prior notice, in accordance with Articles L. 441-3 and L. 441-6 of the Commercial Code. The seller may request additional compensation from the buyer if the collection costs actually incurred exceed this amount, upon presentation of justifications.

ARTICLE 7 - RETENTION OF TITLE

7.1 THE TRANSFER OF OWNERSHIP OF THE PRODUCTS IS SUSPENDED UNTIL FULL PAYMENT OF THEIR PRICE BY THE CUSTOMER, INCLUDING PRINCIPAL, ACCESSORIES, AND ANY INTEREST, EVEN IN THE EVENT OF GRANTING PAYMENT TERMS. ANY CONTRARY CLAUSE, PARTICULARLY INSERTED IN THE BUYER'S GENERAL TERMS AND CONDITIONS, IS DEEMED UNWRITTEN, IN ACCORDANCE WITH ARTICLE L.624-16 OF THE COMMERCIAL CODE.

The buyer undertakes to insure and maintain properly, at their exclusive expense, the goods sold under retention of title by the seller. The buyer must justify this upon the seller's first request.

By express agreement, the seller may exercise the rights it holds under this retention of title clause for any of its claims, on all of its products in the customer's possession, which are conventionally presumed to be unpaid. The seller may reclaim or assert them in compensation for all its unpaid invoices, without prejudice to its right to terminate current sales.

The buyer is authorized, within the normal operation of their establishment, to resell the delivered goods. However, they may not pledge or transfer ownership of them as security.

In the event of resale, the buyer undertakes to immediately notify the seller to allow them to exercise their right of claim on the price against the third-party buyer. The buyer agrees to immediately settle the remaining portion of the price with the seller.

The authorization to resell is automatically withdrawn in the event of judicial reorganization or liquidation.

7.2 The buyer is authorized, within the normal operation of their establishment, to transform the delivered merchandise.

In case of transformation, the buyer agrees to immediately settle the remaining portion of the price with the seller.

The buyer hereby assigns the ownership of the object resulting from the transformation in order to guarantee the rights of the seller as provided above.

In the event of seizure or any other intervention by a third party, the buyer must immediately notify the seller; the authorization for transformation is automatically withdrawn in case of judicial reorganization or liquidation.

7.3 The seller may also demand, in case of non-payment of an overdue invoice, the termination of the sale after sending a simple notice. Likewise, the seller may unilaterally, after sending a notice, take or have an inventory of its products in the customer's possession, who already undertakes to grant free access to its warehouses, stores, or others for this purpose, ensuring that the identification of the products is always possible.

In case of commencement of judicial reorganization or liquidation of assets, current orders will be automatically canceled, and the seller reserves the right to claim goods in stock. This clause does not prevent the risks of the goods from being transferred to the buyer upon their delivery.

From the delivery, the buyer is constituted as a custodian and guardian of said goods. In the event of non-payment and unless preferring to request full and complete execution of the sale, the seller reserves the right to terminate the sale after notice and to reclaim the delivered goods, with the return costs remaining the responsibility of the buyer and the payments made being acquired by the seller as a penalty clause.

Article 8 - Product Compliance and Contractual Guarantee

8.1 Products must be checked by the customer upon delivery, and any claim, reservation, or dispute concerning missing items, apparent defects, and non-conformity must be made within seven (7) days following the delivery date.

Without prejudice to the measures to be taken by the buyer regarding the carrier as described in Article 4 herein, claims relating to apparent defects or non-conformity of goods, resulting from a defect in material, design, or manufacture affecting the delivered products and rendering them unfit for use, will only be examined by the seller if they are made in writing and sent by registered letter with acknowledgment of receipt within seven (7) days following the receipt of the merchandise by the buyer.

No action for non-compliance with the order or apparent defect may be taken by the customer more than seven (7) days after the delivery of the products. It is expressly agreed by the acceptance by the customer of these general terms and conditions of sale that after the expiration of this period, the customer may not invoke the non-compliance of the products or the existence of an apparent defect, nor oppose it in a counterclaim to defend himself in the event of an action for the recovery of debts initiated by the seller.

8.2 Products are guaranteed against any material or manufacturing defect for a period of 12 (twelve) months. The seller will replace or repair the products or parts under warranty, subject to verification of the alleged defects. The customer must provide any justification as to the reality of the observed defects, the seller reserving the right to carry out, directly or indirectly, any observation and verification on-site. The buyer cannot claim any compensation or termination of the sale. If the seller is materially or financially unable to proceed with the replacement, the buyer may claim a refund of the order price, excluding any compensation. Defects and damage to delivered products resulting from abnormal conditions of use, storage, and/or conservation by the customer, including in the event of an accident of any kind, do not entitle to the warranty due by the seller.

Article 9 - Liability

The seller's liability is to deliver a product in accordance with the order and its sales specification. No other warranty, express or implied, is given to the buyer, except for the legal warranty of hidden defects. The seller's liability to the buyer is expressly limited to the replacement of the product or the refund of the price, if already paid by the buyer.

The seller disclaims any liability for damages caused by or to the delivered products, except in the following cases:

• If the damage is caused intentionally by the seller or its employees or as a result of gross negligence,

• In case of injury to life, body, or health,

• In case of fraud,

• If the damage is attributable to the liability for defective products.

In the event of a breach of an essential contractual obligation, the seller's liability may be incurred in the event of simple negligence and shall be limited to direct and foreseeable damages at the time of conclusion of the contract. The buyer cannot assert any right or action.

Article 10 - Force Majeure

Events beyond the parties' control, which they could not reasonably foresee or avoid, and which make it completely impossible to fulfill their obligations, are considered force majeure or fortuitous events.

The following are also assimilated as force majeure events relieving the seller of its obligation to deliver within the initially planned deadlines: strikes by all or part of the seller's personnel or its usual carriers, fire, flood, war, production stoppages due to fortuitous breakdowns, impossibility of being supplied with raw materials, epidemics, thaw barriers, roadblocks, strikes, or supply interruptions by EDF-GDF, or supply interruptions for reasons not attributable to the seller, as well as any other cause of supply interruption not attributable to other suppliers.

ARTICLE 11 - Jurisdiction and Applicable Law

The seller's chosen domicile is located at its registered office at Carrer Pallars 84, Atico 4 08018 BARCELONA, SPAIN.

Any dispute regarding the application of these general sales conditions and their interpretation, execution, and contracts of sale concluded by the seller, or regarding payment, shall be brought before the courts of the seller's registered office, regardless of the place of order, delivery, payment, and method of payment, even in the case of appeal or multiple defendants.

Bills of exchange do not constitute novation or derogation from this jurisdiction clause.

The attribution of jurisdiction is general and applies, whether it is a principal claim, an incidental claim, an action on the merits, or a summary proceeding.

Furthermore, in the event of legal action or any other action for the recovery of debts by the seller, the costs of notification, legal proceedings, as well as lawyer and bailiff fees, and all related expenses shall be borne by the defaulting customer, as well as costs related to or arising from the customer's failure to comply with the payment or delivery conditions of the order in question.

ANY ISSUE REGARDING THESE GENERAL SALES CONDITIONS AND THE SALES THEY GOVERN, WHICH IS NOT ADDRESSED BY THESE CONTRACTUAL PROVISIONS, SHALL BE GOVERNED BY SPANISH LAW TO THE EXCLUSION OF ANY OTHER LAW, NOTABLY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

Article 12 - Waiver

The fact that the seller does not invoke any of the clauses of these terms and conditions at a given time shall not constitute a waiver of the right to invoke these same clauses at a later time.

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