Rechtlicher Hinweis

This Legal Notice (hereinafter, the „Legal Notice“) governs the use of the Internet portal service www.nudec.es (hereinafter, the „Website“) of NUDEC, S. A. U. (Registered in the Mercantile Registry of Barcelona; Volume 4487, Book 3815, Section 2ª, Page 114, Sheet 47855. VAT No. ESA08640773), with telephone number (+34) 937132700, contact email marketing@nudec.es, and registered address at Pintor Vila Cinca, 24-28, P.I. Can Humet de Dalt, E08213 – Polinyà (Barcelona), Spain, for this purpose

STATES THAT

To provide better and enhanced services to the User through the Internet, NUDEC, S. A. U. makes available to the User various services and products on the Website, and these services will be offered to Users in accordance with the following conditions: access to the portal shall be governed by and subject to the general conditions detailed below. The means of any nature required for the User to use the Services are not part of the services provided by NUDEC, S. A. U.

The User is informed and accepts that access to this website does not, in any way, initiate a commercial relationship with NUDEC, S. A. U.

Unless prior, express, and written authorization is obtained from NUDEC, S. A. U., the User agrees to use the information contained in the portal’s services exclusively for their own needs and not to directly or indirectly engage in commercial exploitation of the Services they access.

The User agrees not to use the service’s facilities and content to perform or suggest activities prohibited by law, or to attempt to attract service customers to other competing services.

Furthermore, the User is responsible for informing and ensuring compliance with these general conditions by any person authorized by them to use the portal’s services.

The User will refrain from engaging in any conduct or activity during their use of the portal’s resources that infringes on the intellectual or industrial property rights of NUDEC, S. A. U. or third parties, or that violates the honor, privacy, or image of NUDEC, S. A. U., its employees, collaborators, or third parties, or that is illegal or contrary to morals.

The User will indemnify NUDEC, S. A. U. against any claims, whether judicial or extrajudicial, presented against NUDEC, S. A. U. as a result of inappropriate, unlawful, or illegal use of the portal’s services by the User or by third parties for whom the User is responsible.

The User expressly assumes sole responsibility for the consequences, damages, or actions that may arise from accessing the content and/or services of the portal, as well as from their reproduction or dissemination, with or without the appropriate authorization from the legitimate owner.

NUDEC, S. A. U. will always ensure respect for the current legal system and is entitled to suspend, at its discretion, the service or immediately terminate its relationship with the User in the event of suspected commission, whether complete or partial, of any crimes or offenses specified in the current Penal Code, or if it observes any conduct that, in the opinion of NUDEC, S. A. U., is contrary to morals, order, good customs, or the internal rules of NUDEC, S. A. U. or its collaborators, or that could disturb the proper functioning, image, credibility, and/or prestige of S. A. U., its employees, or its collaborators.

NUDEC, S. A. U. will not be liable for the loss, theft, misappropriation, or misuse of private keys or passwords, nor for the misuse by Users of the information and/or services of the portal, nor for personal content captured or appropriated in bad faith by third parties.

NUDEC, S. A. U. declines any responsibility regarding information or access to pages outside this portal and not directly managed by NUDEC, S.A.U. The purpose of the links on this page is solely to inform the User about the existence of other information sources on the Internet where they can expand the data offered by this website. In no case does it imply a suggestion, invitation, or recommendation regarding these links.

NUDEC, S. A. U. will never be responsible for the results obtained through these links or the consequences arising from Users accessing them.

NUDEC, S. A. U. reserves the right to modify or alter these general conditions. In such case, NUDEC, S.A.U. will inform Users of any changes. Furthermore, NUDEC, S.A.U. reserves the right to cancel any of the provided services, as well as to transfer, if applicable, the provision of the services for free. The owner of the website does not necessarily agree with the opinions expressed by its collaborators.

NUDEC, S. A. U. reserves the right to make changes to its website without prior notice, and may alter, remove, or add both content and services offered through it, as well as how these are presented or located on its servers.

These general conditions are governed by Spanish law and will be interpreted and applied in accordance with it, regardless of the country or region of origin of the User. Any amendment, modification, and/or rectification of these general conditions will only be enforceable and effective against NUDEC, S. A. U. if its acceptance and signature are provided in writing. If for any reason a court or tribunal declares the nullity or ineffectiveness of any part of these general conditions, the remaining clauses will continue to have full effect.

The parties expressly waive any jurisdiction that may correspond to them and agree to submit to the Courts and Tribunals of Sabadell to resolve any dispute that may arise from the interpretation or execution of these contractual conditions.

Copyright and Industrial Property

All content on this website, including but not limited to text, graphics, photographs, logos, icons, images, as well as the graphic design and software of this website—whether considered individually or as a cohesive aesthetic whole—are the exclusive property of NUDEC, S. A. U. or its collaborators and are subject to intellectual and industrial property rights protected by international legislation.

Therefore, reproduction, distribution, public communication, transformation, or any other activity involving the content of this website is strictly prohibited, even when citing sources, without prior written consent from NUDEC, S. A. U. Additionally, any use beyond what is necessary for normal website browsing and the utilization of the services offered is forbidden. All trade names, trademarks, or distinctive signs of any kind found on the Company’s web pages are the property of their respective owners and are legally protected.

Access to this website does not imply any waiver, transfer, or total or partial assignment of these intellectual and industrial property rights. Nor does it grant any rights of use, modification, exploitation, reproduction, distribution, or public communication of the content without prior and express written authorization from the respective rights holders. The only exception is the right to view and obtain a private backup copy of such content, provided that this right is exercised in good faith, maintaining NUDEC, S. A. U.’s intellectual and industrial property unaltered, used for non-commercial purposes, and exclusively for the User’s personal information.

The responsibility for the use of materials protected by intellectual and industrial property rights contained on this website lies solely with the User.

General Conditions of Sale and Delivery

Applicability
1. These General Conditions of Sale and Delivery (“General Conditions”) shall be applicable to all deliveries from NUDEC, S. A. U. (a wholly owned subsidiary of Arla Plast AB), inasmuch as they are not amended by express written agreement between the parties. NUDEC, S. A. U. complies with the EU General Data Protection Regulation (GDPR) and our privacy policy is available on our website (Privacy Policy).
2. In these Conditions, the term the “Seller“ shall be taken to signify the company NUDEC, S. A. U. The term the „Buyer“ shall be taken to signify a firm, person or company with whom agreement on sale of NUDEC, S. A. U. products has been reached, or to whom a tender has been submitted. The term the „Goods“ shall be taken to signify the product agreed for sale.

Conclusion of agreement
3. If the period of validity of any tender from the Seller to the Buyer has not been specifically set out, this validity period is limited to thirty (30) days from the date of issue of the relevant tender.
4. An agreement will not be binding on the parties in respect of individual deliveries until after the Seller has issued a written confirmation of the order. If the Buyer, in connection with placing an order, has stipulated conditions which are contrary to that set out in the Seller’s confirmation of order or these General Conditions, failure on the part of the Seller to object to such conditions does not imply that they have been approved by the Seller, but the confirmation of order shall be applicable and these General Conditions shall remain applicable.

Quantities, the Nature of the Goods
5. Unless otherwise has been agreed upon the delivered Goods be calculated upon the theoretically calculated weight (length x width x thickness x density) for each delivery.
6. Unless otherwise has been agreed in writing, the Seller’s standard tolerances and the Seller’s standard quantity in respect of the ordered Goods shall apply to ordered Goods.
7. When the agreement relates to delivery of Goods manufactured in accordance with special proposals, blueprints, drawings or stipulations, the Seller shall deliver Goods which correspond to these, the Buyer’s specifications and manufacturing documentation, and with samples approved by the Buyer.
8. Once the Buyer has approved the manufacturing documentation as well as the GPDS (General Product Data Sheet) and the technical data sheets which are available on the website or samples/test sheets, the Buyer shall bear the full development responsibility for the Goods, even if the Seller had previously aided the Buyer with assistance and technical documentation. Unless otherwise is expressly agreed, the Seller is not responsible for Goods delivered being suitable for the Buyer’s original purpose or subsequently intended purpose.

Production
9. In the event special accessories, tools or other equipment are required when manufacturing the Goods, the Buyer shall be charged with the costs therefore, and agreement thereon shall be reached between the parties hereto before manufacture is commenced.

Deliveries by instalment
10. When the agreement relates to deliveries by instalments, each delivery shall be considered as an independent sale. The Buyer is not entitled to cancel the agreement in respect of other deliveries as a result of delay, defect or shortcoming in a part delivery.
The Seller is entitled to change price or payment conditions for instalments if such conditions are mentioned in the original order confirmation.

Prices and payment
11. Unless otherwise has been agreed upon, payment shall be made not later than thirty (30) days after the date of invoice.
12. The Seller is entitled, prior to delivery, to demand acceptable security for payment of the delivery in question, and for previously delivered but yet unpaid Goods (if any).
13. On payment after the due date, the Seller is entitled to charge penalty interest at the valid reference rate according to the Spanish Central Bank (sp: Banco de España) plus eight (8) percentage points from the due date and until such time as payment is made. Payment shall be deemed to have been made when the cash comes into the possession of the Seller.
Accrued penalty interest will be invoiced monthly. If penalty interest, for some reason, is not debited for any delivery or deliveries, this does not prevent the Seller from debiting such interest for subsequent deliveries.

Reservation of title and repossession of Goods
14. Delivered Goods shall remain the property of the Seller until such time as full payment has been made, inasmuch as such reservation of title is valid under applicable law. Seller shall also be entitled to reclaim possession of any delivered Goods, even delivered Goods that have been processed, in the event of any outstanding debt of any nature whatsoever to Seller. Buyer hereby waives any and all rights to such delivered Goods in the event of outstanding debts of any nature whatsoever and undertakes to facilitate and assist Seller in such repossession.

Deliveries
15. In respect of deliveries, delivery clauses shall be interpreted in accordance with the INCOTERMS valid on the date of conclusion of the agreement. If no delivery clause has been agreed upon, the delivery shall be Ex Works, Seller’s factory (INCOTERMS 2020).
16. If the price disclosed in the agreement entails that the Seller shall wholly or partly be responsible for freighting costs, the Seller shall be entitled to choose the mode of transportation.
17. The Seller shall, unless otherwise agreed, determine how the delivered Good shall be packaged.
18. Should delay to delivery occur as a result of transport delays beyond the Seller’s control, or because of any circumstance encompassed under Clause 31, or because of any action or failure to act on the part of the Buyer, the delivery time shall be extended by so much as, given all of the circumstances in the case, may be deemed reasonable. This applies regardless of whether the reason for the delay occurs before or after the expiry of the agreed delivery time. The Seller’s liability for possible delays shall be limited as per the provisions in Clause 22, last sentence, below and never exceeds the aggregate value of the delayed Goods.

The Buyer’s Cooperation etc.
19. Unless suborder or specification on purchased quantity reaches the Seller within the agreed time, the Seller is entitled, at his discretion, either to cancel the agreement in respect of the nonsubordered or specified quantity and to obtain damages from the Buyer for his direct loss, or to complete delivery of and debit for the remaining quantity.
20. Should the Buyer fail to take delivery of the Goods at the appointed time, he is nevertheless obliged to make each payment as if delivery of the Goods in question had been taken. If the Buyer, regardless of grounds, fails to take delivery of the Goods at the appointed time, the Seller shall be entitled, by written notification to the Buyer, to cancel the Agreement in respect of such outstanding part of the Goods that, due to the Buyer’s failure has not been compensated from the Buyer for damage caused to him by the Buyer’s failure to fulfil his obligations.

Inspection
21. If no agreement on extensive delivery inspection and verification has been reached, the Goods shall be subject to that inspection employed by the Seller in his normal business. Delivery inspection carried out by the Seller does not, in any event, exempt the Buyer from conducting such incoming goods inspection as, given the nature of the Goods and the business, is motivated on receipt of the Goods.

Defects and Shortcomings in the Goods
22. If delivered Goods suffer from defects or shortcomings, the Goods shall, in accordance with the provisions of this Clause and of Clauses 23 to 28, be replaced by perfect Goods or such shortcoming be remedied. If the defective Goods are not replaced or the shortcoming not remedied within a reasonable time, the Buyer is entitled to a deduction in price corresponding to the difference between the value of the Goods in the defective and in the agreed condition. The Seller’s liability for defects or shortcomings is limited to that embodied in this Clause. Above and beyond these provisions, the Seller has no liability whatsoever for production losses, loss of profits, costs for intervention in the Goods on dismantling or assembly work, or other direct or indirect damage, loss or cost suffered by the Buyer, his customers or other third parties.
23. In the event that delivered Goods is proven defective the Seller undertakes to defray all costs for and assume all risk of transport of such defective Goods back to the Seller. The Seller shall, furthermore, defray all costs for and assume all risks of transport of replacement or repaired Goods delivered to the place of delivery set out in the agreement. The Seller is entitled to, at his discretion, with regard to the value of the defective Goods, decide whether return of defective Goods shall be made or not.
24. The Seller assumes no liability for the Goods to be suitable for any given purpose unless having expressly referred through the agreement to a written guarantee which declares that such is the case.
25. The Buyer undertakes, on retailing and marketing of the Seller’s Goods, not to make any commitments whatever on behalf of the Seller and binding on the Seller in respect of the performance and properties of the Goods. The Buyer is obliged to indemnify the Seller in the event the Seller suffers damage as a result of breach of this condition.
26. The Seller’s liability applies only to cases which occur under conditions foreseen in the agreement and in correct use, installation and refinement of the Goods.
27. The Seller’s liability does not encompass defects caused by circumstances which have arisen after the risk for the Goods has been transferred to the Buyer. For example, such liability does not encompass defects caused by faulty maintenance or incorrect assembly on the part of the Buyer, modifications without the written consent of the Seller, repairs incorrectly carried out by the Buyer, as well as normal wear and tear. Nor does the Seller’s liability encompass such loss as the Buyer could have limited by taking reasonable action for limiting such loss.
28. The Buyer shall immediately report visible defect or shortcoming in the Goods, which may be assumed to have occurred during transport, to the carrier, by noting such occurrence on the waybill. As soon as possible after receipt of the Goods, the Buyer shall examine that the Goods correspond with that set out in the Agreement.
At the latest within ten (10) days from receipt of the Goods, the Buyer shall inform the Seller of such defect or shortcoming as he has noticed or ought to have noticed on such reception inspection. Report on such defect in delivery as could not have been discovered at the time of reception inspection shall be made immediately after the defect was noticed or ought to have been noticed by the Buyer, but at the latest within four (4) weeks after delivery.
Should the Buyer fail in the performance of his obligations pursuant to this Clause, the Buyer will forfeit those rights due to him as a result of the defect or shortcoming.

Purchase to Order etc.
29. When delivery takes place of Goods in compliance with the instructions of the Buyer (purchases made to order), the Buyer is responsible vis-à-vis the Seller that the Goods do not constitute infringement into patent rights or registered design protection rights or other intellectual property rights belonging to a third party. Should claims arising out of such infringement be filed against the Seller, it is incumbent upon the Buyer on request to provide all requisite assistance and also to compensate the Seller for damages which he may be ordered to pay in such matters, together with all costs which the Seller may have incurred in connection therewith.
30. The Seller’s liability does not encompass defects arising as a result of material provided by the Buyer. The Buyer shall, if applicable, compensate the Seller for loss of production or damage to machinery caused by PVC or metal or other contaminations in material provided by the Buyer.

Ground for Exemption
31. In the event of state intervention on the part of the Spanish or an alien state, war, labour disputes, military mobilization or other difficulties in obtaining a workforce, scarcity of means of transportation, general scarcity of goods, shortage of raw materials, electric power or other power, delivery delays, non-delivery or other disruption to delivery from subcontractors or others, fire, damage to machinery or other accident at works, vessel disablement, obstruction by ice or other circumstance of any type whatever beyond the parties‘ control which impedes the parties‘ possibilities of discharging their obligations pursuant to the agreement, the parties are entitled to postpone completion for such time as is required for obviating the effects of any such circumstance as is envisaged here. Should this time exceed six (6) months, each party is entitled wholly or partly to cancel the agreement by written notification to the other party.

Arbitration, Applicable Law
32. Any dispute, controversy or claim arising out of or in connection with this agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the expedited procedure rules of the Tribunal Arbitral de Barcelona. The place of arbitration shall be Stockholm. This agreement shall be governed by the substantive laws of Spain without regard to its principles on conflict of laws.