Standard Terms & Conditions for Sale of Goods
In the present general Terms and Conditions, the following terms are used in the sense given below:
- “Buyer” means the organisation or person who buys Goods
- “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
- “Specification” means that specification (if any) included in Seller’s written quotation or any other written specification supplied by Seller
- “Goods” means the articles and/or products and any part of them to be supplied to the Buyer by the Seller and includes their packaging;
- “Seller” means NAUTICHANDLER SL
- These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. In this event, the agreed specific terms shall prevail over these general Terms and Conditions, which will apply subsidiarily.
- Any variation to these Terms and Conditions (including any specific terms agreed) shall be inapplicable unless agreed in writing by the Seller.
- The general conditions may be amended and/or updated by NAUTICHANDLER SL due to new laws and regulations or other reasons.
3. Seller’s quotations and offers
- All quotations shall be free of obligation unless the offer contains an acceptance term. In that case they shall be valid for a period of 30 days. Seller shall only be bound by the offers if the acceptance thereof is confirmed in writing by the opposite party within 30 days, unless indicated otherwise.
- If the acceptance deviates (on secondary items) from the offer given, Seller shall not be bound by it.
- Unless expressly agreed in writing with Seller, Buyer shall not be entitled to request the cancellation of an order or request any compensation in the event of a delay in the delivery of the Goods. In case of partial supply of an order, Buyer cannot refuse to pay the price of the Goods already delivered.
4. Price and payment
- The price shall be the NAUTICHANDLER Retail Supply Price less the agreed discount, unless the parties agree otherwise in writing. The Seller shall update the Retail Supply Price from time to time without prior notice to the Buyer. This shall not entail any change in price with respect to quotations already accepted by the Buyer.
- The price does not include VAT or any other taxes, fees, commissions, customs charges, insurance, packaging, transport or any other items not specifically mentioned.
- Credit terms may be offered subject to satisfactory credit verification of the Buyer by the Seller. The offer of credit shall be made at the Seller's sole discretion.
- In the event that credit is offered, payment of the price, VAT and any other applicable costs shall be due within 30 calendar days from the date of invoice issued by the Seller, unless otherwise agreed in writing.
Nautichandler S.L. will issue invoices on the 15th and 30th of each month and they will be sent by email only. It is the customer's responsibility to keep all payment and invoicing details up to date. For any change in the data and for queries related to billing and payments, please contact the Admin Dept: email@example.com // +34 663 042 200
At Nautichandler.com you can use the following payment methods: Visa, MasterCard and Paypal
You will need to enter your card details during your order confirmation. You can also add a credit or debit card to your account, as well as modify or delete existing ones in the Payment section under My Account. For more information, please visit our help page on how to add and manage your payment methods.
Your payment card details are protected at all times thanks to our secure server.
Your credit or debit card may be subject to payment verification by the card issuing bank. For more information on this, please see our help page Card Payment Method Verification.
If you have any problems with your payment method or receive a notification about a declined payment, you can find more information on how to resolve it on our help pages Denied payments and reading the bank statement
- For Credit/Debit Card Payments
- Authorisation to charge will be requested in the same email as the invoice is sent. Failure to respond within 5 days authorizes Nautichandler to charge the card the amount of the invoice. Proof of payment is also sent to the customer by email.
- The amount of invoices not paid within 30 calendar days may be increased by 1.5%.
- For Transfer Payments The expected date of payment will be requested in the same email as the invoice is sent. The payment date should never be more than 15 days, without prior notice to Nautichandler. In any case the payment should not exceed 30 calendar days. The amount of invoices not paid within 30 calendar days may be increased by 1.5%. In order to guarantee payment, Visa/M.C./Amex card details are requested. This will ONLY be used in the case of overdue invoices.
For Bank Receipt Payments. The due date for invoices will always be the 20th of the month following the invoice date. Nautichandler will inform of the date of debiting the bank in the same email as the invoice is sent. Returned invoices will be increased by 1,5% and must be paid by bank transfer within a maximum of 10 calendar days.
- In cases where credit is not offered, payment will be required before the Goods are dispatched by the Seller.
- The Seller shall be entitled to charge interest on overdue and unpaid invoices from the due date of payment and daily until the date of payment at the rate of 2% per annum above the legal interest in case the Buyer is a consumer, or at the late payment interest rate applicable in commercial transactions (Law 3/2004) in other cases.
- If payment of the price or any part thereof is not made on the due date, the Seller shall be entitled to:
- demand payment prior to delivery for Goods not previously delivered;
- refuse to deliver Goods which it has not delivered without any liability to the Buyer for non-delivery or delay in delivery.
5. Realización y confirmación del pedido
- To place an order it is necessary to connect to www.nautichandler.com following the instructions that appear on the website at all times. To proceed with the purchase of the product, you must add the product you wish to purchase to the basket, according to the instructions on the screen. You can only place an order if you are over the age of 18 years old.
- The prices and offers presented on the website are valid only and exclusively for online orders placed at www.nautichandler.com. All prices published on our website are inclusive of VAT. Validation of the order by the Buyer expressly implies knowledge and acceptance of these general terms and conditions as part of the conclusion of the contract. Unless there is proof to the contrary, the data registered by NAUTICHANDLER, S.L. constitutes proof of all the transactions carried out between NAUTICHANDLER, S.L. and its clients.
- Once the purchase has been made and as soon as possible, always within 24 hours after the purchase has been made, NAUTICHANDLER, S.L. Customer Service will send you a confirmation of the purchase by email.
- This order confirmation is binding on the Buyer unless immediately withdrawn by the Buyer. Any other product request submitted to NAUTICHANDLER, S.L. by the Buyer after the Buyer has received notification of the products in preparation shall be considered as a new and independent order.
- Any quotation shall be considered non-binding unless expressly agreed otherwise.
Any description given or applied to the Goods is given by way of identification. Buyer shall check the suitability of the Goods for the intended purpose.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.
- Delivery within the national territory of the Goods shall take place at the address specified by the Buyer on the date specified by the Buyer or on the earliest possible date thereafter, unless otherwise agreed in writing.
- In the case of exports, deliveries within the EU, special orders or emergencies, the relevant international trade term (Incoterm) shall be specified, which shall be EXW (Ex Works) if not otherwise agreed.
- The Buyer shall make all necessary arrangements to take delivery of the Goods whenever delivery is tendered. The signature in the space reserved for this purpose on the invoices and/or transport bills shall imply conformity with the delivery made.
- Notwithstanding the foregoing, if the Seller is unable to deliver the Goods due to actions or circumstances beyond the control of the Buyer, the Seller shall be entitled to store the Goods until delivery is made and the Buyer shall be liable for the costs associated with such storage.
- Damages and shortages in the Goods delivered, and duplicate orders must be reported to the Seller within seven days of their receipt being signed for a replacement or refund to be made.
- Delivery terms are indicative only. NAUTICHANDLER shall not be liable for delays in the delivery of the Products, nor for any consequential damages caused by late delivery.
- Unless otherwise agreed, shipping charges shall be borne by NAUTICHANDLER and then added to the purchase invoice. Possible customs clearance charges shall be borne by the Buyer.
- NAUTICHANDLER shall not be liable for any damage to the product occurring during transport
- If the shipment has not been arranged by NAUTICHANDLER but by the buyer, the goods travel at the buyer's own risk.
Risk in the Goods shall pass to the Buyer upon receipt of the Goods. Where the Buyer chooses to collect the Goods himself, he shall bear the risks when the Goods are entrusted to him or when the Goods are set aside for collection, whichever is the earlier.
10. Title to the Goods
Title to the Goods shall not pass to the Buyer until the Seller has received payment in full for the Goods.
11. Return of unused Goods
- The sale of the Goods is on a firm basis, i.e. the Seller will not accept the return of Goods which the Buyer does not need or does not sell, unless otherwise agreed, in which case, the following conditions shall apply.
- Any return must be authorised by a representative of the Seller before any credit is given.
- In cases where the Seller agrees to accept the return of Goods which are undamaged, the Buyer shall be responsible for the cost of carriage and shall ensure that they are carefully packed to avoid any damage in transit. The Seller shall not be obliged to accept Goods which have been damaged in any way. The Seller will only accept returns of in-stock items.
- Some Goods may be subject to a restocking charge, which will be communicated to the Buyer before any Goods are returned.
- The Seller cannot accept the return of Goods specifically purchased on behalf of the Buyer, i.e. special orders.
- Credit for amounts due or paid will only be given for Goods that are in saleable condition.
The warranty of the Goods shall be as set out by the producer or manufacturer of each brand indicated in the file for each Goods.
13. Limitation of liability
- To the maximum extent permitted by applicable Law, the Seller shall not be liable for any malfunction, defect or failure of the Goods sold to the Buyer to the extent that the Seller is not the manufacturer. However, the Seller shall (i) inform the Buyer, within a reasonable time, of the identity of the producer or manufacturer, or the person or entity that supplied the product, (ii) process the request for Return Goods Authorisation with the manufacturer, and the buyer shall send the Goods to the Seller or manufacturer as directed by the Seller, and (iii) use its reasonable endeavours to facilitate the dialogue between the manufacturer and the Buyer.
- The Buyer shall examine the Goods within 30 calendar days of delivery. After such period, the Buyer shall consider the Goods to be in conformity. Otherwise, the BUYER shall immediately notify the Seller that it rejects all or part of the Goods damaged in that delivery and shall complete a Return Goods Authorisation application.
- Provided that notice of Return Goods Authorisation is given within such 30 day period or during the warranty period, if it is reasonably demonstrated to the Seller's or manufacturer's satisfaction that the Goods are in material breach of the Warranty, the Seller or manufacturer shall be given a reasonable opportunity to correct such failure. If the failure is not corrected, the Seller shall, with the prior consent of the manufacturer, at the Buyer's option (i) refund the purchase price (or, if the Goods have depreciated for reasons other than the Seller's breach or have been used or processed, a reasonable part of the purchase price), or (ii) replace part or all of the Goods, if reasonably practicable, within a reasonable time and free of charge. Such correction, refund or replacement shall, subject as provided in clause 12.vi be the Seller's sole responsibility in relation to any such failure and shall in no circumstances exceed the invoice value of the Goods in question.
- Goods subject to a Return Goods Authorisation shall be retained as far as possible for inspection by the Seller or the manufacturer and shall be returned to the Seller, at the Seller's expense, if reasonably requested by the Seller.
- Neither the Seller nor the manufacturer, as the case may be, shall be liable in any manner whatsoever for:.
- In the event that the Buyer does not strictly comply with the Seller's or the manufacturer's instructions or Specifications relating to the Goods.
- In the event of misuse of the Goods or if the Goods are not fit for the Buyer's intended purpose.
- The incompatibility of any Goods supplied by the Seller with the products of other manufacturers or suppliers.
- Inadequate or improper surface preparation or coating application work performed by Buyer or third parties, or defective equipment or product thereof.
- Statements, advice or assistance given or not given in connection with the Goods, services, the Specification or the contract, other than services specifically charged for by the Seller. In the latter case the Seller shall perform the services with reasonable care and skill, and liability for any failure shall be limited to a refund of the fees charged for such services.
- supervision or quality control (or lack thereof) by or on behalf of a third party.
- The Seller does not exclude or limit liability which cannot be excluded or limited as between Buyer and Seller, in particular to the Buyer operating as a consumer, as a matter of law under any applicable law. (b) The Buyer shall immediately notify the Seller of any claim against the Buyer under any consumer protection legislation which gives rights to consumers which by law the Seller cannot exclude or limit. The Seller shall only be liable to the Buyer in the event that the Goods were defective under applicable law at the time of delivery by the Seller and shall not be liable to the extent of any liability arising out of any act or omission of the Buyer.
- Without prejudice to any other limitation of Seller's liability, whether effective or not:
- under no circumstances, including Seller's fault or default, shall Seller be liable for any loss of profit, use, contract, goodwill, business or anticipated savings;
- except as provided in clause 12. vi, the Seller's total liability under any proceedings or law in relation to the Goods, or the contract is limited to the cost of the Goods sold.
- The Warranty and remedies of the Buyer under Clause 12 are in lieu of any other warranties, obligations, representations, liabilities or conditions in relation to the Goods or services which are hereby expressly excluded.
- Unless specifically stated in these Conditions, Buyer's sole remedy shall be liquidated damages.
- The limitation of liability set out in this clause shall not apply to liability arising from physical damage to property, personal injury or death, due to the gross negligence or willful misconduct of the Seller, its employees or agents.
14. Third party claims
Buyer shall indemnify Seller against any liability incurred by Seller (i) from incorporating property of Buyer in Products or complying with any Specification or other instruction of Buyer relating to Goods; and (ii) arising from the use of or dealings in Goods by or on behalf of Buyer, except as provided in clause XII.6 or if arising from Seller’s willful default..
- Either party may terminate this contract immediately with reason upon written notice to the other party: (i) if the other party is in material breach of this contract, provided that the other party is notified in writing of the breach and given fifteen (15) days to remedy the breach; (ii) for repeated material breaches of this contract by the other party; or (iii) if a party is declared insolvent or bankrupt, or is subject to receivership or similar proceedings.
- In particular, the Seller may, without prejudice to its other rights or remedies, terminate or suspend the Seller's performance of the whole or any outstanding part of the contract in the following relevant circumstances. The Seller may also suspend deliveries or the provision of ancillary services while it investigates any claim relating to previous shipments (under any contract) of Goods. The relevant circumstances are:
- the Buyer fails to take delivery of the Goods or services (if any) or to pay for them on the due date, or fails to comply with any other term of the contract; or
- where the contract is a flat-rate contract, there has been a substantial increase in the Seller's costs of manufacture and supply of the Goods or services between the date of the contract and the date of despatch due to circumstances beyond the Seller's reasonable control (as set out below in clause 17) and the Seller and the Buyer have not within 30 days of the Seller notifying the Buyer of such increase reached agreement on a reasonable adjustment to the price of the remaining deliveries to recognise such increase.
16. Intellectual property rights
- All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
- Buyer shall not use any trademarks or tradenames applied to or used by Seller in relation to the Goods in any manner not approved by Seller.
17. Failure to perform the contract and reimbursement of the amounts
- In the event of non-execution of the contract by the entity due to unavailability of the purchased product or for any other reason, the customer shall be informed of this unavailability and/or the reason justifying it and shall recover without undue delay the sums paid by virtue thereof.
- The refund will be made through the means of payment used for the purchase.
- NAUTICHANDLER, S.L. will not refund the amount or make any shipment of goods until the reception and state of packaging and accessories of the item being returned or exchanged has been verified in our warehouses. The price to be refunded is the price originally stated in the order, except for transport costs. Once the correct condition of the returned product has been verified, NAUTICHANDLER, S.L. will proceed to reimburse the amount within a maximum period of 15 days.
18. Force majeure
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
19. Relationship of parties
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
20. Cesión y subcontratación
The contract between the buyer and seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the buyer, without the prior written consent of the seller.
The failure by either party to enforce at any time or for any period any one or more of the terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
If any term or provision of these terms and conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these terms and conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
Any notification of any kind that must be made in relation to this contract must be delivered by hand or sent to the seller’s or buyer’s address and delivered by reliable means including: facsimile – subject to confirmation of transmission – burofax, email – with acknowledgment of receipt issued by the recipient or automatically by the system- or sent by first class or express post, five clear working days after the date of posting to buyer’s, or seller’s address.
24. Personal data
In accordance with Organic Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights, the Seller informs the Buyer that the Data Controller is NAUTICHANDLER, S.L. The purpose is to manage relations with the Seller's customers. The Seller will process the Buyer's information in order to supply the Goods and/or provide the requested service and to carry out the invoicing of the same. The data provided will be retained for the duration of the business relationship or for the years necessary to comply with legal obligations. The data will not be passed on to third parties except where there is a legal obligation to do so. The Purchaser has the right to obtain confirmation as to whether NAUTICHANDLER processes his/her personal data, and therefore has the right to access his/her personal data, rectify the inaccurate data or request its deletion when the data is no longer necessary by writing to NAUTICHANDLER S.L., Contramuelle Mollet nº 9, CP 07012, Palma de Mallorca, Spain, CIF B07923980, Telephone: 971 72 39 77 or by e-mail to firstname.lastname@example.org
The Spanish version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.
26. Changes to the terms and conditions.
The most recently filed version shall always apply, or, as the case may be, the version valid at the time the contract was concluded which buyer might access at the seller’s web page. In the case does not accept the new terms, he will be entitled to terminate this contract.
27. Governing law and jurisdiction
This agreement shall be governed by and construed in accordance with the laws of Spain and the parties hereby submit to the exclusive jurisdiction of the courts of Palma de Mallorca. Seller may nevertheless bring claims in any other court of competent jurisdiction
28. Validity of the present general terms and conditionss
The Parties expressly ratify the validity of the all the clauses stated in the present general Terms and Conditions.
GENERAL TERMS AND CONDITIONS IN FORCE FROM JANUARY 2020