1. GENERAL TERMS
The terms described in this document constitute the conditions that will govern the purchase and sale relationship between Royme Import Export, S.L., located at Martindegi Auzoa 20, C.P. 20120 Hernani, Gipuzkoa, with CIF: B20614061, registered in the Guipúzcoa Commercial Register, Volume 1676, Page 143, Section 8, Sheet SS-13776 (hereinafter, "Seller"), and the Buyer. Royme explicitly rejects any other conditions concerning the Buyer’s order that do not align with the terms described herein. Acceptance of these conditions by the Buyer is regulated by: Implicit acceptance through the Buyer’s receipt of the products they ordered. Any modifications to these conditions are not acceptable without the written consent of both parties.
2. OFFERED PRODUCTS AND PRICES
All prices must be considered net, ex-works, in euros, without any deductions unless agreed otherwise. Prices do not include taxes, fees, or other charges, whether general or specific, which will be borne by the Buyer unless otherwise agreed in writing, taking into account the applicable Incoterms and/or delivery conditions.
3. PAYMENT TERMS
Royme only considers final sales that have been paid in full by the Buyer as previously agreed.
4. DELIVERY TIME
The delivery time begins once the order is confirmed by the Seller, the required technical documents from the Buyer have been received, the agreed payments and guarantees are provided, and any necessary official permits have been granted. The delivery time is considered completed once the goods are ready for dispatch at the agreed location. Delivery time will be reasonably extended if circumstances beyond Royme’s control prevent meeting the delivery date, or if the Buyer alters the original order or delays their contractual obligations, especially if the Buyer has delayed providing necessary documents or agreed payments.
5. SHIPPING
Royme will do its best to adjust shipping and delivery times as indicated in the offer for each country. However, the Buyer agrees that all these shipping times are only approximate and may vary depending on circumstances like shipment volume, destination, transport company issues, and others beyond the Seller’s control. Customs, sales duties, or other expenses will be borne by the Buyer.
6. RETURNS
At Royme, we strive to ensure customer satisfaction. Below is our return policy under different circumstances:
1. If the error is on the Customer’s part:
Returns of standardized materials (value over €20): Shipping costs will be borne by the customer, and 80% of the returned material value will be refunded. If the customer prefers us to handle the pickup through our courier service, 80% will be refunded minus shipping costs.
2. If the error is on Royme's part:
If there are errors from our warehouse, we will always manage the pickup and return of the material to Royme for correct replacement or resolution.
7. CANCELLATIONS
All sales are final and not subject to cancellation once payment has been made. If the Buyer wishes to cancel an order after this point, and Royme accepts the cancellation, a cancellation fee of 5% of the total order amount will be charged, along with any shipping, customs, packaging, and similar costs incurred due to the cancellation.
8. ACCEPTANCE OF GOODS
The Buyer will inspect and verify the goods concerning quality and quantity at the time of delivery. Once the inspection is completed and the goods are recognized, they will be deemed accepted by the Buyer, who waives any further claims. The Buyer has 30 days to report any hidden defects in the goods; after this period, the Buyer loses the right to make any claims for such issues. Regarding claims related to the use, sale, or distribution of the products sold or delivered, individually or in combination with other products, ingredients, or packaging, the Seller’s liability is limited to either the replacement of those products or a refund of the sale price, at the Seller’s discretion. The Buyer will never have the right to return accepted products or those for which the claim period has expired. The Seller’s liability will never exceed the value of the affected goods at the time of sale.
9. RESERVATION OF TITLE
Royme will retain ownership of all supplied goods until full payment of the agreed amounts is received. The Buyer authorizes Royme to register its reservation of ownership in public records or files and is obligated to provide any required signatures.
10. ERRORS
Typographical and spelling errors in this document will not affect its validity.
11. APPLICABLE LAW
This agreement is subject to the laws of the Kingdom of Spain, and the courts in San Sebastián, Gipuzkoa (Spain) have exclusive jurisdiction for any disputes or claims arising from this document. The Buyer accepts this jurisdiction as the only competent one for any litigation related to the validity, interpretation, fulfillment, or execution of these General Terms and Conditions of Sale.
12. LIMITATION OF LIABILITY
Royme’s prices are established and negotiated based on the assumption that its legal responsibility is limited. Clients have their own means of risk limitation, and duplicating these would be unnecessary. Royme is willing to negotiate higher liability limits, subject to a corresponding increase in price. Unless agreed otherwise, Royme’s liability will never exceed the value of the affected goods at the time of sale. Royme will be released from all responsibility above this maximum, even in cases of its own negligence or failure to meet obligations, except in cases of fraud by the Seller.
13. SUBSTITUTIONS AND MODIFICATIONS
Royme may substitute or change the features of the offered products as long as these do not affect the description of the product or its original function and performance as detailed in the product’s specifications.
14. PATENTS
The sale of goods by Royme does not grant any license under any patents related to the products or their composition, and the Buyer expressly assumes all risks related to patent infringement from the use or sale of the products, whether individually or in combination with other materials or in any manufacturing process.
15. BUYER’S DEFAULT
In the event of non-compliance or inadequate performance of any of the Buyer’s obligations, or in the event of the Buyer’s declaration of bankruptcy, liquidation, or dissolution of their company, Royme has the right to notify the total or partial termination of the contract or suspend its execution, in whole or in part, through formal notice without the need for further warning of non-compliance or judicial intervention, and without Royme being liable for damages, without prejudice to any other rights available to Royme. Upon the occurrence of any of the mentioned circumstances, all claims Royme has against the Buyer will become immediately payable. If the Buyer fails to make payment on time or in full, they must return the unpaid goods upon Royme’s first request. If the Buyer does not return the goods, the Seller, without prejudice to its other rights and actions, is authorized to recover the goods without the need for a new request, notice, or judicial intervention.
16. FORCE MAJEURE
“Force Majeure” refers to any contingency, circumstance, or cause beyond the control of the party invoking it, including but not limited to: imposition of laws, regulations, decrees, orders, or requests by any authority (national, state, local), confiscation, riots, war, unrest, fire, flood, earthquakes, storms, explosions, strikes, plant shutdowns, inability to obtain raw materials, equipment, fuel, or transport. If Force Majeure prevents either party from fulfilling any obligation under this contract, other than payment of the price, that party will be exempt from fulfilling the obligation, provided they notify the other party of the commencement and nature of the Force Majeure situation. The invoking party must send an immediate notification once the Force Majeure cause ends. Royme will not be responsible for any loss or damage arising from non-fulfillment or delayed fulfillment of its obligations due to Force Majeure. This clause applies to both the Seller and the Buyer. However, if the Buyer is affected by Force Majeure, they will not be relieved from their obligations to accept and pay for shipments made prior to Royme receiving written notice from the Buyer about the Force Majeure situation. The Buyer cannot invoke Force Majeure to delay payment of amounts owed. If Force Majeure occurs, Royme has the right to reasonably allocate the available products between its customers and its own needs.
17. COMPENSATION
Royme (which, for this purpose, includes all companies in its corporate group) has the right to offset any amounts owed by the Buyer (which, for this purpose, also includes all companies in the Buyer’s corporate group) against any amounts payable to the Buyer.
18. ASSIGNMENT
Neither party will assign the contract without the written consent of the other party, except that Royme may assign the contract, in whole or in part, to any company within its corporate group.
19. CATALOGS AND DOCUMENTS
The data contained in catalogs and technical documents are only binding if explicitly stated. All documents provided by Royme to the Buyer are the exclusive property of Royme, and must be treated as confidential. They may not be transferred to third parties or copied or used without the prior written consent of the Seller. If no order is placed, all catalogs and other documents delivered must be immediately returned to the Seller.
20. CONFIDENTIALITY AND DATA PROTECTION
In compliance with the Spanish Organic Law 15/1999 of December 13 on the Protection of Personal Data, the personal data provided by the Buyer will be included in the Seller’s client file, with the purpose of maintaining the contractual relationship, controlling and managing sales and payments. Royme will treat this data with the utmost confidentiality and is committed not to use it for purposes other than those for which it was collected, as well as to ensure its security and prevent unauthorized alterations, loss, or access. Royme will maintain professional secrecy regarding personal data even after the contractual relationship ends. The Buyer authorizes Royme to retain their data for five years after the completion of the contractual performance. The Buyer has the right to access, rectify, cancel, or oppose the use of their data by sending written communication to the Data Protection Officer.
21. SEVERABILITY
These terms and conditions are separable. If any provision is found to be invalid for any reason, the remaining provisions will remain in full force and effect.
22. LANGUAGE
In case of discrepancies between the Spanish text and any other language version related to the sale of goods, the Spanish version will prevail.
23. JURISDICTION
This relationship shall be governed by Spanish law. Both parties expressly waive any other jurisdiction to which they might be entitled and agree to submit any disputes or litigation arising from the validity, interpretation, compliance, or execution of these General Terms and Conditions, as well as any acts or transactions contemplated therein, to the courts of San Sebastián.