Terms and Conditions

1. General Provisions

1.1. These General Conditions together with the Special Conditions that may be established between the parties (hereinafter, the "Special Conditions"), shall govern the contract of sale (hereinafter, the "Contract" or the "Contract of Sale") between Klingele Embalajes, S.A. and/or its subsidiaries (hereinafter, "Klingele Embalajes") and its customers (hereinafter, the "Customer").

1.2. By placing an order confirmed by Klingele Embalajes, the Customer expressly accepts the purchase of the goods in accordance with the Contract.

1.3. The Customer's general terms and conditions of purchase shall not apply between the parties, unless they have been expressly accepted by Klingele Packaging in the Special Conditions.

1.4. Klingele Packaging reserves the right to update and / or modify at any time and without notice these General Conditions, being applicable those in force at the time of the order request by the Customer.

1.5. The INCOTERMS agreed by the parties in the Particular Conditions complement the Sales Contract.

1.6. The periods indicated in the Purchase and Sale Agreement in days shall be understood as calendar days, unless expressly stated otherwise.

1.7. In cases where the goods are transported by sea, the consignee of the goods may be the Client or a third party designated by the Client (hereinafter referred to as the "Receiver"). Notwithstanding such designation, the Customer shall remain solely liable to Klingele Packaging.  

2. Delivery times of the goods

2.1. Delivery times are approximate, not being able to consider that Klingele Packaging has an essential obligation to deliver the goods within a certain period, unless it has been agreed through Special Conditions.

2.2. In general the obligation to deliver the goods shall be deemed fulfilled when it is outside the facilities of Klingele Packaging or is ready for dispatch. Notwithstanding the foregoing, in those cases in which the delivery of the goods is made by international maritime transport, to determine the time of delivery of the goods and transfer of risks to the Client, the provisions of the INCOTERM selected in the Special Conditions shall apply.

2.3. Unless otherwise provided for in the INCOTERM selected, Klingele Embalajes shall not be liable for economic damages caused to the Client as a result of the delay of the shipping company in loading the goods on the ship, or in the departure or arrival of the ship at the port of destination, whatever the cause of such delay - force majeure, fraud or fault of the shipping company responsible for transport or fraud or fault of the commission agent or freight forwarder who is committed to Klingele Embalajes to carry out the transport through third parties.

2.4. In the event of a delay in the delivery of the goods for more than FIFTEEN (15) days after the agreed date (the "Maximum Period"), the Customer may request the termination of the contract of sale, provided that such delay has occurred for reasons attributable to Klingele Packaging and Klingele Packaging receives the corresponding notification or "notice of rejection" of the goods within 10 days after the Maximum Period. Failure to receive such notice of rejection within 10 days following the Maximum Period shall be deemed that the Customer has waived to terminate the contract and has chosen to continue with the process of delivery of the goods.  

3. Time limits for taking delivery of the goods and costs at destination

3.1. The Client or, as the case may be, the Receiver has an essential obligation to take delivery of the ordered goods on the agreed date.

3.2. In cases where the goods are delivered by international sea transport, the Client or, where applicable, the Receiver must take delivery of the goods within a maximum period of twenty-one (21) days from their arrival at the port of destination. Once this period has elapsed without the Client or, where appropriate, the Receiver having withdrawn the goods, Klingele Embalajes may pass on to the Client any expenses related to the aforementioned goods which, for whatever reason, it has had to assume.

3.3. Also, the lack of receipt of the goods within the period specified in the preceding paragraph shall enable Klingele Packaging, at its sole discretion, to take whatever action it deems appropriate to avoid (or at least reduce) that expenses related to them are generated, being enabled, even, if appropriate, to recover possession of it and decide its destination, then informing the Customer, by email, to your usual contact address. Any costs incurred by the realization, by Klingele Packaging, any of the above actions will be passed on to the Customer.

3.4. In those cases where the intervention of a transport company has not been agreed, if at the time of delivery, the Customer or, where appropriate, the Receiver, not withdraw the goods immediately, Klingele Packaging may, at its option, assume the storage in their own facilities or send the goods to the Customer by their own means or by transport contracted for that purpose, running any storage costs and / or transport that may arise on behalf of the Customer.

3.5. In the event that the INCOTERM applicable to the contract of sale establishes the obligation of the Client to pay the amounts arising from completing the formalities of the country of importation, Klingele Packaging may pass on to the Client any disbursements that had to be made at the port of destination as a result of breach of that obligation by the Client or, where appropriate, the Receiver.  

4. Prices

4.1. Prices are calculated on the basis of raw material and production costs. If in the period between the conclusion of the Sales Contract and the dispatch of the order there are substantial changes in production costs or raw materials, Klingele Packaging may adjust prices in accordance with these changes, except in those cases where there is less than four (4) months for the delivery of the goods.

4.2. In successive delivery contracts, Klingele Packaging reserves the right to revise prices by giving one (1) month's notice to the Customer. Unless otherwise indicated, the new prices shall apply to all orders placed as of the date on which the new prices come into effect.  

5. Variations in dimensions, weights and/or quantities

5.1. In case of doubt, the dimensions stated for all corrugated board products shall be considered as internal dimensions (length x width x height) in millimetres. Claims made with reference to discrepancies caused by the nature of the sheets and their processing shall not be admissible. Klingele Packaging will not accept claims in respect of variations of less than 8% more or less of the weight of the individual parts supplied (e.g. individual boxes, sheets, etc.).

Similarly, Klingele Embalajes will not be liable for variations in the quantities of parts supplied that fall within the following quantities and percentages:

- Up to 1000 pieces: ± 20%.

- Up to 15000 pieces: ± 10%.

- More than 15000 pieces: ± 5%.

5.2. Klingele Embalajes guarantees the technical properties of the corrugated cardboard products for a period of six months from delivery, provided that the Customer has proceeded to its proper storage and in appropriate conditions.  

6. Claims for defects, liability and limitation period

6.1. Any defect that the Customer appreciates in the goods supplied, must be communicated to Klingele Packaging as soon as possible and, in any case, before fifteen (15) days after receipt of the goods, not accepting any claim by the Customer once the aforementioned period has elapsed. In the event that, during this period the Customer notifies defects or errors in the quality of the goods in accordance with the provisions of the Contract, Klingele Packaging may choose between correcting the error or defect of the goods or replace it with new goods. If Klingele Packaging has opted for either of the above two options, the Customer proves to Klingele Packaging the inadequacy of such solutions by frustration of the intended purpose for the goods, the Customer may request a price reduction proportional to the volume of the goods affected.

6.2. Klingele Packaging is liable for hidden defects (understood as those manufacturing defects that were not possible to detect by physical inspection and / or eye at the time of receipt) that may arise in the goods supplied, provided that these are communicated within 3 months from delivery of the goods.

6.3. No claims arising from slight deviations or alterations in the composition of the material, measurements, smoothness, purity and hardness of the sheets or layers of paper used or in the adhesion, cutting, stitching or printing will be accepted, unless Klingele Packaging has offered guarantees in this regard in the Special Conditions.

6.4. Klingele Packaging shall not be liable for any claims that the Customer may make in relation to any differences that may exist between the products offered by Klingele Packaging in the market and the content or appearance of the same that are reflected in advertisements or advertising materials, if the Customer cannot prove that such advertisements or advertising materials influenced their decision to purchase, or if Klingele Packaging was not or could not be aware of the content of the advertisements or advertising materials. Klingele Embalajes shall also not be liable if the content of the advertisements or advertising materials had already been rectified at the time the Customer placed his order.

6.5. For the purpose of making the assessment of damage or defects of the goods, shall be taken into account only the damage and / or defects of the goods concerned and not the entire order. Klingele Packaging will only be liable for damaged and / or defective goods and not the entire order.

6.6. In any case, any liability for damages on the part of Klingele Packaging is excluded, except in the following cases:

- In the event that Klingele Packaging fraudulently conceals any defect in the product.

- In the event that it has been expressly agreed in the Special Conditions for compensation for damages in the event of defects in the products supplied.

- When the damage or defect in the product has been caused by gross negligence by Klingele Embalajes or by its legal representatives or commercial agents.

- When the non-fulfilment by Klingele Packaging, its legal representatives or commercial agents causes physical damage or damage to the health of the Customer's employees.

- In the event that Klingele Packaging is obliged to compensate for damages to the Customer being considered a "consumer" in application of the regulations on Consumers and Users.

- When the Customer suffers damage or loss as a result of breach of contract by Klingele Packaging, its legal representatives or its commercial agents. In this case, the responsibility of Klingele Packaging will be restricted to emerging, foreseeable and usual damages of this type of contract.

6.7. Klingele Embalajes will only process the claims of the Client when it previously agrees in writing to the claim that it formulates within the stipulated time limits.

6.8. All of the above shall be applicable provided that it does not oppose or contradict the provisions of any mandatory rule that is applicable between the parties.

6.9. In any of the aforementioned cases, the liability of Klingele Packaging for damages that may be caused to the Customer shall not include in any case the loss of profits and with respect to consequential damages shall not exceed in any case three times the price of the goods purchased in the order in dispute unless, by written agreement in the Special Conditions had established a different limitation.  

7. Terms of payment

7.1. Payment by the Customer shall be made, without any discount, within fifteen (15) calendar days from the date of issue of the invoice, unless between Klingele Packaging and the Customer another payment period is negotiated, which must necessarily appear on the commercial invoice or Special Conditions entered into between the parties.

7.2. Klingele Packaging only accept as means of payment, cash, transfer, promissory notes, and other negotiable instruments and shall be deemed to have been made effective payment when, presented for collection, such instruments have been attended and actually paid. All bills of exchange and discounting costs shall be borne by the Client.

7.3. If the Client fails to pay its invoices on the agreed collection date, interest shall automatically accrue on overdue and unpaid balances at the legal interest rate plus 8% per annum.  

8. Offsetting of Receivables, Settlement and Right of Retention

8.1. The parties may set off their reciprocal claims against each other, provided that there is no dispute as to their enforceability and, in any event, when they are liquid, due and payable to the other party.

8.2. Furthermore, provided that there is prior written agreement between the parties in the Special Conditions, the Customer may withhold part of the stipulated price until it shows its conformity with the goods supplied by Klingele Packaging.  

9. Reservation of title

9.1. Klingele Embalajes reserves the ownership and title of the goods, until the invoice has been paid in full.

9.2. The reservation shall apply even in cases where claims have been filed on the goods supplied and have not been resolved between the parties, so that the products supplied to the Customer remain the property of Klingele Packaging, until the effective collection of invoices for the goods and expenses, if any, have been generated by Klingele Packaging, by receiving the liquid amount of bank documents issued for payment (by way of example: checks, promissory notes or transfers).

9.3. In the event that the Customer has unpaid invoices, Klingele Packaging may retain the goods as security for payment of outstanding debts.

9.4. In the event that the Customer fails to meet its payment deadlines, Klingele Packaging may require the recovery of possession of the goods, the Customer must seek it immediately, being Klingele Packaging authorized to access the facilities and / or warehouses of the Customer in order to proceed to the collection of the same.

9.5. In the event that Klingele Packaging exercise their right of ownership over the goods supplied, shall be obliged only to pay the Customer, by any valid means of payment, the residual value of the paper or goods supplied after deducting all applicable expenses and penalties, without the application of this clause necessarily imply the termination of the Contract of Sale.  

10. Pallets-Platforms, printing plates and clichés and tooling

10.1. The pallets that Klingele Packaging supplied with the goods shall remain the property of Klingele Packaging and the same or other pallets of the same type, quality and quantity shall be returned by the Customer.

10.2. In the event that the pallets are not returned by the agreed deadline, Klingele Packaging is entitled to claim financial compensation equal to the value thereof.

10.3. The clichés, dies, tools and other auxiliary material used shall remain the property of Klingele Packaging, unless the Customer has paid the full production costs, in which case they shall remain the property of the latter.  

11. Force majeure

11.1. Causes of force majeure are the lack of operational capacity or the lack of raw materials that prevent the continuation of the production process, as well as any other event not attributable to Klingele Packaging that could not have been foreseen or that foreseen was inevitable and that makes impossible the fulfilment or results in a defective fulfilment of the deadlines for delivery of the goods.

11.2. Likewise, in addition to those legally provided for, the occurrence of any labour conflict in the factory or in that of third party suppliers, which cause a stoppage in production, strikes of a national, regional, local or sectorial nature, as well as strikes and unlawful lock-outs, shall be considered as a case of force majeure, adverse weather conditions (including hail or extreme haze), epidemics, blockades affecting the logistics chain for any reason, earthquakes, pandemics, fires, storms, floods, water damage, administrative or legal constraints, infrastructure works and any other event beyond the reasonable control of the parties that interrupts the normal provision of services.

12. Trademarks and others

12.1. In those cases where the Customer requests that a trademark or distinctive sign is printed on the corrugated cardboard packaging ordered to Klingele Packaging, it is understood that the Customer is the holder of rights related to such trademark or distinctive signs that entitle him to such action.

12.2. Thus, if the actions requested by the Customer to Klingele Packaging were to infringe, in any way, third party rights related to trademarks, distinctive signs, intellectual property rights, etc., Klingele Packaging shall be exempt from any liability, and the Customer must take whatever action is necessary to hold harmless Klingele Packaging from any liability that could be directed against it, including the assumption of any costs that may arise.

12.3. In those cases where the design is developed by Klingele Packaging, it will be the full and exclusive owner of all intellectual property rights on the design, and may be expressly agreed with the Client the transfer of the rights of exploitation of that design, in the manner and for the term to be determined by both parties.  

13. Place of Performance, Jurisdiction and Applicable Law

13.1. The parties, expressly waiving their own jurisdiction, agree that, for the interpretation and/or execution of the Contract, they will submit to Spanish legislation and to the Courts and Tribunals of Santa Cruz de Tenerife, with the express exclusion of the United Nations Convention on the International Contract for the International Sale of Goods.