1. GENERAL TERMS
The terms described in this document constitute the conditions governing the purchase and sale relationship between Royme Import Export, S.L., with registered office at Martindegi Auzoa 20, C.P. 20120 Hernani, Gipuzkoa, and CIF B20614061, registered in the Mercantile Registry of Gipuzkoa, Volume 1676, Folio 143, Section 8, Sheet SS-13776 (hereinafter, Royme) and the Buyer.
Royme expressly rejects any other conditions from the Buyer that do not conform to those described in this document. The Buyer’s acceptance of these terms will be considered implicit upon receipt of the requested products. Modifications to these terms will not be accepted unless previously agreed upon in writing by both parties.
2. OFFERED PRODUCTS AND PRICES
All prices will be considered net, ex-works, in euros, without any deduction unless otherwise agreed. 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, considering the applicable Incoterms and/or delivery conditions.
3. PAYMENT TERMS
Royme considers sales final only when payment has been made by the Buyer as previously agreed.
4. DELIVERY TIME
The indicated delivery times are approximate and non-binding unless expressly agreed in writing between the parties. The delivery period will start from the receipt of a firm order, having submitted all requested documentation and fulfilled all agreed conditions, including, when applicable, the initial payment or credit confirmation.
The company shall not be liable for delays in delivery due to causes beyond its control, such as force majeure, supply chain disruptions, labor disputes, transportation issues, or supplier delays.
In case of failure to meet the delivery deadline, the Buyer may request a new date without the right to compensation or penalties unless explicitly agreed otherwise.
We reserve the right to make partial deliveries unless the customer expressly rejects this when placing the order.
The Buyer commits to accepting delivery within the agreed timeframe. If delivery cannot be made due to reasons attributable to the Buyer, the resulting costs (storage, re-shipment, etc.) will be borne by them.
5. SHIPPING CONDITIONS
Shipments will be made using the most suitable transportation method at our discretion unless specifically indicated by the Buyer and previously accepted in writing.
Shipping costs will be borne by the Buyer unless otherwise agreed or specified in the order confirmation.
Responsibility for the goods transfers to the Buyer when the products leave our facilities, even in the case of prepaid shipments.
Transit times are approximate and may vary depending on the carrier or logistical conditions. We are not responsible for delays attributable to the carrier or circumstances beyond our control.
The Buyer must inspect the goods upon receipt and notify any visible damage or discrepancy within 24 hours. Failure to notify within this period will be considered full acceptance of the delivered goods.
Shipping terms will be governed by the Incoterm specified in the order confirmation, defining additional responsibilities for both parties.
6. RETURNS
The Buyer may return products within 30 days of the delivery date, provided the product is in its original, unused condition and packaging. Customized or made-to-order products cannot be returned except in cases of manufacturing defects.
To manage a return, the Buyer must first request an authorization number from Royme. Once authorized in writing, the product must be returned in the same condition it was received. Return costs will be borne by the Buyer unless the product is defective and an agreement is reached with Royme.
For accepted returns, 80% of the product’s price will be refunded, deducting any return costs, if applicable. Returned products will be inspected, and if they do not meet the mentioned requirements, they will not be accepted for refund or exchange.
Returns of goods valued at less than €20 will not be accepted.
7. CANCELLATION POLICY
Cancellation requests must be communicated in writing before the manufacturing, preparation, or shipment process of the goods begins.
Cancellations will not be accepted for customized, made-to-order, or client-specific products unless expressly agreed and subject to the payment of incurred costs up to that date.
The company reserves the right to apply a cancellation fee equivalent to administrative, material, and labor costs associated with the canceled order. This amount will be communicated to the client at the time of cancellation.
If a refund is applicable, Royme will deduct the amount from future payments to be made by the Buyer unless otherwise agreed.
Order cancellations will not be accepted once the goods have been shipped. In such cases, the customer must follow the applicable returns policy.
8. ACCEPTANCE OF GOODS
The Buyer must inspect the quality and quantity of the goods upon delivery. Once this inspection is completed, the goods will be considered accepted, waiving any subsequent claims.
The Buyer will have 30 days to report any hidden defects. After this period, no claims will be accepted for this reason.
For claims related to the use, sale, or distribution of products, Royme’s liability will be limited, at its discretion, to the replacement of the product or the refund of the purchase price. Returns of accepted products or those outside the claim period will not be accepted.
Royme’s liability will not exceed the value of the affected products at the time of sale.
9. RETENTION OF TITLE
Royme will retain ownership of all supplied goods until the agreed payments have been completed. The Buyer authorizes Royme to register this retention of title and must sign any necessary documents for this purpose.
10. ERRORS
Typographical and spelling errors in this document will not affect its validity.
11. LIMITATION OF LIABILITY
Royme’s liability for any claim, whether contractual, non-contractual, or otherwise, will be limited to the value of the affected order. Under no circumstances will Royme be liable for indirect damages, loss of production, lost profits, or costs associated with the use or failure of the products.
12. BUYER DEFAULT
If the Buyer fails to fulfill its obligations, enters bankruptcy, liquidates, or dissolves their company, Royme may terminate the contract in whole or in part or suspend its execution by formal notification without further warnings or judicial intervention.
In such cases, all debts owed by the Buyer to Royme will become immediately due. If the Buyer fails to pay on time, they must return unpaid products upon Royme’s request. If not, Royme may recover such products without further notice or judicial intervention.
13. FORCE MAJEURE
Royme will not be responsible for the non-fulfillment of its contractual obligations due to force majeure events such as natural disasters, labor disputes, transportation disruptions, raw material shortages, or any other circumstances beyond its reasonable control. In such cases, obligations will be suspended during the affected period.
14. DEBT OFFSET
The Seller (Royme) is entitled to offset any outstanding amounts the Buyer owes with any amounts Royme owes to the Buyer, whether derived from this contract or another agreement between the parties. This offset may be executed without prior notice, subsequently notifying the affected party.
15. ASSIGNMENT
Neither party may 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.
16. CATALOGS AND DOCUMENTS
The data in catalogs and technical documents will only be binding if expressly specified. All documents provided by Royme to the Buyer are Royme’s exclusive property and must be kept confidential. They cannot be transferred, copied, or used by third parties without prior written consent from Royme.
17. CONFIDENTIALITY AND DATA PROTECTION
In accordance with Spanish Organic Law 3/2018 on Personal Data Protection and Guarantee of Digital Rights, the personal data provided by the Buyer will be included in Royme’s customer database to manage the contractual relationship, sales, and collections. Royme will ensure data confidentiality and use them exclusively for these purposes, adopting security measures to prevent their alteration, loss, or unauthorized access. Royme commits to maintaining data confidentiality even after the contractual relationship ends. The Buyer authorizes Royme to retain their data for up to 5 years after contract fulfillment. The Buyer may exercise their rights of access, rectification, cancellation, and opposition by sending a written request to the Data Protection Officer.
18. SEVERABILITY
These terms will be considered severable, and if any of them are deemed invalid for any reason, the remaining terms will retain their full force and effect.
19. LANGUAGE
In case of discrepancies between texts in Spanish and texts in any other language related to the sale of goods, the Spanish text will prevail.
20. JURISDICTION
This relationship will be governed by Spanish law. The parties expressly waive any other forum or jurisdiction to which they may be entitled and agree to submit to the courts of Donostia - San Sebastián for any disputes or litigation arising from the validity, interpretation, compliance, or execution of the General Terms of Sale, as well as the acts or transactions contemplated therein.