General Sales Conditions

Sales of systems, software, and hardware (where applicable) in accordance with the categories defined below (hereinafter, the “SERVICE” and/or “PRODUCTS”) to be made by Becolve Digital S.A. (hereinafter, “Becolve Digital”) shall be governed by these General Sales Conditions, except in all matters expressly agreed otherwise in the corresponding offer or in the acceptance of the order, which shall constitute the particular conditions in each specific case. Therefore, any other conditions that have not been expressly accepted by Becolve Digital shall have no value for any purpose whatsoever.

It shall be considered that these General Conditions have been communicated to the Client from the moment the Client is informed of the website where they are located or receives an offer from Becolve Digital accompanied by these Conditions. Alternatively, they shall be considered as communicated if the Client received them previously in the course of its commercial relationship with Becolve Digital, being considered in all these cases accepted by the Client, for all purposes, when placing its order. Unless expressly agreed in writing by Becolve Digital, these general sales conditions take precedence over any other provision, whatsoever, including those promulgated subsequently, in particular those that may appear in the client’s commercial documents. Consequently, any obligation regarding the responsibility of Becolve Digital without its express written consent shall not be enforceable against it. In compliance with Law 7/1998, of April 13, on general contracting conditions, we inform you that the general conditions applicable to this contract can be consulted on the following website, domain of the company Becolve Digital https://www.becolve.com.

Products and Services

The products (hardware and software) and services marketed by Becolve Digital are intended exclusively to satisfy professional needs. When placing an order, the client definitively waives the right to use the status of consumer or non-professional in its relations with Becolve Digital.

Offers and Orders

Offers submitted by Becolve Digital shall only be valid for 15 days (unless otherwise indicated in the offer). The general sales conditions may be modified by particular conditions expressly indicated in the offer, as expressed at the beginning of these conditions. Orders accepted by Becolve Digital have the quality of commercial purchase and sale contracts. Therefore, they cannot be canceled nor can the Buyer return the merchandise without the express consent of Becolve Digital. If this consent exists, the Buyer must return it in the same conditions as it was received.

The modifications and/or variations of the scope, terms or other terms of an order that one of the Parties may propose must be notified to the other Party, always in writing, and, to be valid, must be accepted by said Party. Modifications and/or variations caused by changes in legislation, regulations and applicable regulations that occur after the date of presentation of the corresponding offer shall also be considered as modifications and/or variations; if such modifications and/or variations were to impose additional or more onerous obligations on Becolve Digital, it shall have the right to an equitable adjustment of the contractual terms that fully reflects the consequences of the new or modified law or regulation.

Duration

This Agreement shall be effective from the receipt of the order placed by the Client and shall have the duration that will be applicable in each specific case.

Prices

Prices will always be those indicated in our offers. Unless there is a contrary stipulation in the order, or an agreement in this regard between the Client and Becolve Digital derived from their commercial relationship. Prices will be subject to revision whenever:

1. The order is not extended for the entire offer.
2. In the import material, those factors outside Becolve Digital, such as tariff rights and taxes, vary.
3. It has been agreed between the Client and Becolve Digital.
4. The scope of the Service has been modified at the Client’s request, and, in general, any variation and/or modification occurs by virtue of the provisions of these Conditions.
5. The Client has unilaterally suspended the Supply object of the order.

All taxes and levies arising as a consequence of the sale shall be borne by the Buyer and their amount shall be added to the quoted prices. To these effects, the prices of the Supply are net, without including VAT or any other tax, right or fee (including but not limited to customs duties, tariffs and other fees on the production, sale, distribution, shipping, import or export of the devices or services supplied by Becolve Digital, already existing at the time of the offer or subsequently established by the Governmental Authorities), which will be subsequently passed on in the invoice with the corresponding types. Unless there is a contrary stipulation in the order, or an agreement in this regard between the Client and Becolve Digital derived from their commercial relationship, the prices of the Supply do not include packaging, or transport, or charges, or insurance and are considered located in the facilities of Becolve Digital.

The price of the product specified in the offer in each case does not include either the maintenance service or the spare parts, except for a different agreement signed by Becolve Digital. Becolve Digital reserves the right to correct any typographical error, as well as transcription errors or any omissions detected in the offers.

Term and conditions of delivery (shipments and transport)

The delivery time of the material counted from the date of receipt of the order is indicated in the offer.

The order must provide sufficient technical data for the definition of the material to be delivered, if not, the established delivery time would begin to count from the date on which the necessary technical data mentioned above had been received. To these effects, Becolve Digital states that it will make its best efforts to deliver the products and/or services within the established deadlines.

The expected delivery times are indicated to the client. These deadlines are only indicative. The client acknowledges that he cannot claim any delay in canceling the order or claim damages or penalties for any reason.

Unless expressly agreed to the contrary, the delivery of the Products shall be made in accordance with Incoterm EXW (2010), that is, Becolve Digital shall be responsible for making the merchandise available to the client at its premises.

The client assumes all expenses and risks inherent to transport, from the departure of the Becolve Digital facilities to the destination. To these effects, the materials are considered delivered when Becolve Digital has the shipping receipt of the transport company. Becolve Digital shall not be responsible for any losses or damages derived from delays in delivery or from incorrect uses.

The delivery time will be modified when:

1. The Client does not deliver the documentation necessary for the execution of the product or service, as the case may be, on time.
2. The Client requires modifications to the order, which are accepted by Becolve Digital and which, in Becolve Digital’s opinion, require an extension of the delivery time.
3. For the realization of the service/product, the execution of works by the Client or its subcontractors is essential and these have not been executed on time.
4. The Client has breached any of the contractual obligations of the order, especially that which refers to payments.
5. For reasons not directly attributable to Becolve Digital, delays occur in the production or provision of all or some of the elements of the service. Illustrative, but not limited to, the following causes of delay are included: strikes by suppliers, transport and services, failures in third-party supplies, failures in transport systems, floods, storms, disturbances, strikes, stoppages of Becolve Digital personnel or its subcontractors or suppliers, sabotage and the causes of Force Majeure contemplated in current legislation as established in the section relating to Force Majeure.
6. The Client has unilaterally suspended the service object of the order.

In the previous cases, the postponements in the delivery time will not modify the payment schedule of the service and products.

In case of delay in delivery following the Client’s request, or in case said delay is due to acts of omission by the latter, Becolve Digital reserves the right to keep the merchandise in a location of its choice, at the Client’s expense and risk, as well as to charge the latter for the expenses of said custody in accordance with the original contractual conditions.

In the event of a delay in the delivery of the equipment and materials object of the order directly attributable to Becolve Digital, the Client shall apply the penalty previously agreed with Becolve Digital, said penalty being the only possible indemnifiable action due to delay.

Repairs

Becolve Digital reserves the right to admit for repair all that material that is delivered without the due specifications of the type of breakdown. If this repair is admitted, it will not be considered urgent. The shipment of equipment to be repaired must be carriage paid. To these effects, the client agrees to use the products in accordance with the recommendations and conditions of installation, use and maintenance defined by the manufacturer.

Guarantee and returns

The guarantees transmitted by Becolve Digital are only those that each manufacturer provides to its products. Breakdowns, interruptions in operation during normal use, will be subject to warranty. In the remaining cases such as an external accident, a handling defect, an unapproved intervention, etc. will not be covered by the guarantee. Becolve Digital will only accept returns of products with defects covered by the manufacturers’ guarantees. In any case, the software has no guarantee.

Invoices

Invoices will be issued on the same date that the merchandise is shipped. Partial deliveries made against the same order may be invoiced. In the case of Services and Training, the invoice will be issued at the time of receipt of the order.

Payment conditions

The general payment condition is advance payment by bank transfer. This form of payment may be reviewed based on the solvency guarantees presented by the buyer. Any delay in the payment of the agreed form entails (a) financial expenses at 1.5% per month pro rata temporis and (b) the immediate enforceability of invoices not yet due. The buyer waives the right to exercise any type of withholding on the amounts due on the scheduled due dates. Total or partial breach of any of these obligations entails the immediate enforceability of all debts due at this time for any type of operation, as well as the cancellation of any possible discounts agreed upon, as well as the suspension of all deliveries.

Payment shall be made under the agreed conditions, in the bank account of Becolve Digital or by another agreed procedure. Payment shall be made without any deduction, such as non-agreed withholdings, discounts, expenses, taxes or fees, or any other deduction.

The formulation of a claim by the Client does not give the same right to any suspension or deduction in the committed payments.

The products sold shall remain the exclusive property and in its entirety of Becolve Digital until full payment of the agreed price. In this way, the resale or lease or lending as collateral of all or part of the product before full payment of the amounts owed to Becolve Digital is prohibited. In the event that the full price is not paid, Becolve Digital shall have the right to recover the products, in the same state and conditions in which they were delivered, all at the customer’s expense and also to demand the payment of a penalty of 10% of the sale price.

Limitation of the responsibility of Becolve Digital

The responsibility of Becolve Digital to the client will be given only for facts that were directly attributable to it, being outside of any possible claim the damages that may be caused to the client due to misuse of the product or service by the latter or a third party.

Becolve Digital shall also not assume any responsibility with respect to indirect or consequential damages, such as consequential damage and loss of profit. In any case, the responsibility that could effectively derive towards Becolve Digital shall not exceed, as a whole, the price of the product or service causing the damage, the present limitation clause prevailing over any other contemplated in another document that contradicts what is stated above, unless such provision is more beneficial for Becolve Digital.

Intellectual and industrial property. Licenses

The intellectual and/or industrial property of the offer, in all its terms, and the information attached to it, as well as that of the technical documentation and “software” incorporated or related to the products and/or services, belong to Becolve Digital or its suppliers, so its use by the Client for purposes other than the fulfillment of the order, as well as its total or partial copy or assignment of use in favor of third parties, without the prior written consent of Becolve Digital is expressly prohibited.

All software programs incorporated in a source in legible form or in a machine in legible form or that include, by way of example but not limitation, programs with instructions, reports and data, or related materials supplied by Becolve Digital, shall be the property of Becolve Digital and/or its suppliers and shall be subject to the terms stipulated in this license, in which the Client is granted only a personal and non-exclusive license for the use of said programs for exclusively commercial purposes in the countries in which the software has been supplied, and for its use only in the system in which it has been made available.

This license does not grant the Client any right with respect to the intellectual property of the software programs or materials. All material and its copyright is the property of Becolve Digital and/or its suppliers. The Client must therefore treat the software as any other material protected by copyright (such as a book or a musical recording) except for the fact that the Client may make copies of the programs to be used, but only for the system for which said programs have been acquired. The Client must reproduce and include the warning about the copyright in each and every one of the back-up copies. The written material or the software residing in the system may not be copied.

The Client may not export or re-export either the programs or the material without the appropriate licenses. The Client undertakes not to reverse engineer, decompile or disassemble the Software. The Client may not rent or lend the Software to third parties; on the contrary, it may transfer the Software and the written material to a permanent base, provided that no copy is retained and the beneficiary accepts the terms of the Software license. The support media that the Client has received from Becolve Digital may contain certain Software for which Becolve Digital has not accepted an order from the Client for the Software license. If the Client wishes to receive the license for this Software, the Client must obtain the appropriate Software license from Becolve Digital.

The client authorizes Becolve Digital to use its name and logo as a reference.

Data protection

The representative of the legal entity appearing in this commercial agreement (hereinafter, the “Signatory”) has been informed that their personal data will be processed by Becolve Digital for the purpose of managing and executing this agreement, as well as to comply with applicable legal obligations. The legal basis for the processing of personal data is based on the execution of the agreement. We will process your data while the contractual relationship with your entity is maintained, and while Becolve Digital has an obligation to keep them or is exposed to legal liabilities linked to said contractual relationship.

Likewise, we inform you that, if pertinent, your data may be communicated to third-party companies, as well as to other companies of the Group whose identity can be consulted on the Becolve Digital website with the same purposes indicated above and in compliance with the contractual relationship.

We must also inform you that the information communicated within the Group will always be made to those countries that are part of the European Union. The data will only be transferred to a Third State (State outside the EU and the EEA) when it is necessary for the fulfillment of contractual obligations or when required by law. In any case, suppliers in third countries will be obliged to provide the same degrees of data protection that govern in the EU and the EEA through the instruments provided for in the GDPR.

Finally, we inform you that you have the right to exercise the rights of access, rectification and deletion, limitation of processing, portability, opposition and the right to decide on automated processing that may have legal effects on you or significantly affect you. You can exercise your rights by written request to info@becolve.com.

In any case, if you need more information, you can find the data protection policy of Becolve Digital on our website https://www.becolve.com, or you can even contact us through info@becolve.com

Force Majeure

In the event that Becolve Digital is prevented, totally or partially, from fulfilling its contractual obligations, due to Force Majeure, the fulfillment of the affected obligation(s) will be suspended, without any responsibility of Becolve Digital, for the time that is reasonably necessary according to the circumstances.

Force Majeure shall be understood as any cause or circumstance beyond the reasonable control of Becolve Digital, including but not limited to, strikes by suppliers, transportation and services, failures in third-party supplies, failures in transportation systems, natural disasters, floods, storms, riots, strikes, labor disputes, stoppages of Becolve Digital personnel or its subcontractors, sabotage, acts, omissions and other causes of force majeure contemplated in current legislation directly or indirectly affecting the activities of Becolve Digital.

When a cause of Force Majeure occurs, Becolve Digital will notify the Client as soon as possible, expressing said cause and its foreseeable duration. It will also communicate the cessation of the cause, specifying the time in which it will comply with the obligation(s) suspended by reason of the same. The occurrence of a Force Majeure event will entitle Becolve Digital to a reasonable extension of the delivery period.

If the cause of Force Majeure lasts more than three (3) months, the Parties will consult each other to try to find a fair and adequate solution to the circumstances, taking into account the difficulties of Becolve Digital. If such a solution cannot be found within the following thirty (30) days, Becolve Digital may terminate the order, without liability on its part, by written notice to the Client.

Partial validity

In the event that one of the rules of this document is totally or partially ineffective or impracticable, or a legal loophole is detected in it, the other provisions of this document will not be affected by it. Instead of the ineffective or impracticable precept, the legal norm that comes closest to the objective of the ineffective or impracticable norm is considered binding. In the case of a legal loophole, that norm will be applied that corresponds to what would have been agreed, if the Parties had included such regulation at the time of its drafting.

Litigation

For any difference or litigation that may arise between the parties as a consequence of this contract, the Buyer submits to the jurisdiction of the Courts of Justice of Barcelona with express waiver of any other jurisdiction that may correspond to it.

Becolve Digital S.A
CI.F: A08621245 (Becolve Digital)
Address: Carretera Sant Cugat, 63. Edificio B 1ª planta, 08191, Rubí, Barcelona.
Telephone: 93 588 67 67
Email: info@becolve.com