General Conditions of Sale
BTSA Biotecnologías Aplicadas, S.L.

1. Scope of Application
1.1 These general conditions of sale (hereinafter, the “General Conditions of Sale”):
(a) Shall be applicable to all sales or supply transactions between BTSA Biotecnologías Aplicadas, S.L. (“BTSA”) and the buyers of any products or services supplied by BTSA (the “Products”) (each such buyer, a “Buyer”, and, together with BTSA, the “Parties”).
(b) Shall prevail over the Buyer’s general or individual purchasing terms and conditions, insofar as they collide with these General Conditions of Sale.
(c) Shall be deemed to be annexed to any (i) quotation made by BTSA; (ii) acceptance by BTSA of a purchase order by the Buyer; and (iii) particular terms and conditions made in writing and signed by and between both Parties, in connection with the sale and purchase of Products.
(d) Shall be deemed to have been accepted by the Buyer if, after being notified by BTSA, the Buyer has not objected to them and has placed a purchase order.
(e) May only be altered by express written agreement between BTSA and the Buyer in individual cases.
(f) Unless otherwise notified by BTSA, shall apply to all orders placed after the Buyer has been made aware of their existence (including by expressly referring Buyer to BTSA’s webpage, should these General Term and Conditions be hosted therein), so it is not a requirement for their application to be submitted with each subsequent order.

1.2 The invalidity of one or more of the conditions contained in these General Conditions of Sale shall not affect the validity of the remaining conditions.

1.3 Should the sale or supply of Products to a Buyer is governed by particular terms and conditions agreed by Parties, these particular terms and conditions shall prevail over the General Conditions of Sale regulated herein, which shall only apply in respect of the matters not expressly regulated by the Parties through the said particular terms and conditions.

2. Offer and acceptance

2.1 Samples and catalogues. Information provided by BTSA on its Products, such as, but not limited to, prices, samples, analyses, weight or quality, shall not be binding unless BTSA confirms in writing that such information is in force when BTSA expressly confirms any order issued by Buyer.

2.2 Order confirmations. All BTSA’s quotations are non-binding and without obligation and must be seen as invitations to Buyer to submit a binding offer. The placing by Buyer of any purchase order (whether or not any quotation may have been submitted) shall constitute an offer by the Buyer and is always subject to BTSA’s written order confirmation. The Contract is concluded by Buyer’s order (offer) and by BTSA’s acceptance. In case the acceptance differs from the offer, such acceptance constitutes a new non-binding offer of BTSA. Once the order from the Buyer has been accepted by BTSA, it cannot be cancelled or modified by the buyer. For the purpose of these General Conditions of Sale, “Contract” means the terms and conditions applicable to the transaction for the sale or supply of Products by BTSA to a Buyer which consummation has been accepted by both BTSA and the Buyer in accordance with the regime set out herein.

3. Product quality. Guarantees

3.1 Quality. The quality of the Products is exclusively determined by the specifications provided by BTSA through the technical data sheet in force from time to time (the “Product Specifications”). Other requirements going beyond the agreed Product Specifications are excluded as well as anything that is not previously agreed and/or outside the scope of the Product Specifications or applicable regulations.

3.2 Samples. The properties of samples are binding only insofar as they have been explicitly agreed to define the quality of the Products. Quality and shelf-life data as well as other data constitute a guarantee only if they have been agreed and explicitly designated as such.

3.3 Guarantees. BTSA (i) warrants that the Products comply with the Product Specifications supplied, and makes no other warranty, express or implied, in relation to the Products and/or the suitability for any particular purpose, even if known to BTSA; and (ii) shall not be liable for damage to delivered Products resulting from improper handling of the Product by the Buyer such as, but not limited to, misuse, ignoring recommendations for use, improper storage or inadequate preparation. BTSA does not extend its warranty on the Products to third parties other than the Buyers. In the event of resale of the Product by the Buyer, the Buyer shall hold BTSA harmless against the claims of any third party due to the use of the Product.
3.4 Advice and instructions. Any advice or instructions given by BTSA in connection with the Products are of purely informational nature, given to the best of its knowledge and do not (i) represent an agreement on particular properties or conditions of the Products, nor the suitability for a particular use; and (ii) exempt the Buyer from carrying out its own tests, trials, investigations and analyses to determine the use and application of the Products and their suitability in relation to both the production process and the intended end result. BTSA cannot be held liable for any consequences of such advice or instructions.

4. Compliance with legal requirements
Unless specifically agreed otherwise, the Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the Products. This also includes the regular, successful performance of all necessary trainings regarding the handling and use of the Products.

5. Price and payment

5.1 Price. The Buyer shall purchase the Products from BTSA at the agreed price stated in the Contract, including adjustments (if any) in accordance with the Contract (the “Price”).

5.2 Other charges. The Price does not include any fees or charges that BTSA’s quotation does not expressly state to be included in the Contract. The Buyer shall have the sole responsibility for payment of all such other charges that are not included in the Price agreed in the Contract.

5.3 Price adjustment. Prices are based on raw materials, manufacturing and other related costs incurred by BTSA. In the event of an increase in such costs between the conclusion of the Contract and the date of agreed delivery, BTSA reserves the right to adjust the Prices to directly reflect such changes and shall inform the Buyer of the new Price. The Buyer shall be entitled to withdraw the Contract by giving written notice to BTSA within 7 days after notification of the Price increase. If the Buyer does not reject the Price increase within the aforementioned 7 days period, the new Price shall be regarded as accepted between the Parties for all purposes. The Buyer shall not hold BTSA liable for any damages caused by Price increases or refusal of the orders, as the case may be. For the purposes of these General Conditions of Sale, references to days shall be deemed to calendar days.

5.4 Invoicing. BTSA shall issue a proper invoice directly to the Buyer, based on the Price stated in the Contract or, if applicable, adjusted pursuant to clause 5.3 above. Buyer shall pay the invoiced Price within the days stated in the Contract following receipt of the invoice or the delivery of the Products (whichever is earlier). Regardless of the agreed payment method or the place of delivery of the Products, the place of payment shall be the registered offices of BTSA.

5.5 Late payment. Late payment will (i) automatically generate, for the mere failure to pay within the agreed period, without the need for any notice from BTSA, an annual interest rate equivalent to the then applicable legal interest rate (as set forth in the Spanish Budget Law -Ley de Presupuestos Generales del Estado- in force from time to time or such other piece of legislation which substitutes it and, hence, regulates the legal interest rate applicable in Spain) plus a [2%]; and (ii) automatically entitle BTSA to suspend the delivery of undelivered Products, without any further actions being required from BTSA to enforce this right.

5.6 Security. If there are reasonable doubts as to Buyer’s ability to pay (especially if Buyer is in default of payment) BTSA may, subject to further claims, revoke agreed credit periods and make further deliveries or request prepayments dependent on the provision of sufficient security.

6. Delivery

6.1 Delivery terms (Ex Works – EXW). BTSA shall make the Products available for pickup at BTSA’s warehouse in accordance with the Ex Works (EXW) Incoterm (as defined by the latest edition of Incoterms) at the date specified in the Contract. Under the Ex Works (EXW) Incoterm, the Buyer assumes all risks, responsibilities and costs related to the transport, insurance and export clearance from the BTSA’s premises.

6.2 Incoterm and Price adjustments. Notwithstanding clause 6.1 above, the Parties may agree to change the Incoterm based on written mutual consent. Any agreed change to the Incoterm may lead to a revision of the Price to reflect any additional costs, responsibilities or risks (other than transport costs) taken on by BTSA under the new Incoterm. BTSA will provide the Buyer with a detailed breakdown of any Price adjustments related to the Incoterm change.

6.3 Transport costs. In the event that (a) the Buyer requests a shipping quotation, or (b) the sale or supply agreed by the Parties involves BTSA arranging transportation of the Products, the transport costs shall be quoted separately from the Price. Any transport costs provided by BTSA are subject to the Buyer’s approval before shipment. BTSA reserves the right to invoice the Buyer for all delivery costs.

6.4 Force majeure circumstances. BTSA shall be completely exonerated from liability of non-delivery if this is due to force majeure circumstances (as these are defined in the “Force Majeure” clause below) and shall be deemed as such any impediment to performance due to events beyond the control of BTSA, such as failure to supply by its supplier, shortages of raw materials, changes in regulations, natural disasters, pandemics or strikes. If any such impediment to performance extends beyond 3 months, BTSA shall be entitled to withdraw from the Contract without incurring any liability.

7. Risk and property

7.1 Transfer of Risk. The risk in the Products sold by BTSA shall pass to the Buyer (a) at the time the Products are made available to the Buyer at BTSA’s premises in case of Ex Works (EXW) Incoterm application, or (b) otherwise in accordance with the agreed Incoterm.

7.2 Retention of Title and Assignment of Rights. BTSA reserves ownership (title) of the Products until they have been paid in full or until any other debts assumed by the Buyer in favor of BTSA have been satisfied in full. Should Buyer resell goods that have not yet been paid to BTSA, or in connection with which any debt in favor of BTSA exist, Buyer shall assign in favor of BTSA any rights that it may be entitled in connection with the resold Products or a part thereof (including, for instance, should the Products have been combined or blended by the Buyer with other products and the product resulting from such transformation is subsequently sold to any third party).

8. Buyer’s rights regarding defective Products

8.1 Defects of Products. For the purposes of this General Conditions of Sale, a Product shall have “Defects” if upon the moment in which it is delivered to the Buyer pursuant to the Incoterm agreed by the Parties in the Contract the Product does not (a) meet the features set out in the Product Specifications; or (b) comply with the EU laws and regulations then in force and applicable to the manufacture of the Products. For clarification purposes, if at the moment of delivery by BTSA, a Product has no Defects and it subsequently becomes defective due to circumstances not solely attributable to BTSA (such as, for instance, improper storage), it will be deemed that the relevant Products have no Defects and, hence, no liability will be attributable to BTSA based on these circumstances.

8.2 Liability for Defects. BTSA’s total liability arising from the failure or defective performance of the Contract, or any liability in connection with the sale and delivery of the Products, is limited to the Price paid as consideration for the Products. BTSA undertakes to remedy any Defects of the Products occurring within 2 months from delivery of the Products to the Purchaser, and provided that the Defects have been timely notified to BTSA in compliance with the regime set out below, by, at the option of BTSA, replacing the Products (or parts of the products) that suffer from Defects or by reimbursing the Price paid as consideration for the Product. This remedy (i.e., the obligation to replace the Products or the reimbursement of the Price paid) replaces any other legal guarantee or liability provided by law. Consequently, except in case of willful misconduct (dolo) of BTSA, any other liability (both contractual or extra-contractual) which may arise from the Products supplied and/or their resale (e.g., compensation of damages, loss of profit, loss of goodwill, loose of production, etc.) is expressly excluded.

8.3 Claims. Buyer is obliged to check the quantity and quality of delivered Products on receipt and prior to use. Any complaints (i) concerning the conditions of packaging, quantity or outward features of the Products, including labelling (apparent Defects) must be notified to BTSA in writing within 2 days from delivery of the Products; and (ii) relating to Defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden Defects) must be notified to BTSA in writing within 2 months from the delivery to the Buyer. Failing such notification, Buyer’s right to claim the above Defects will be forfeited. The notice must indicate precisely the Defect and the Products to which it refers.

9. Force Majeure
To the extent any incident or circumstance beyond BTSA’s control (including natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, cyber-attacks, fire, explosion, epidemic or pandemic or acts of authorities) reduces the availability of the Products or raw materials from the plant from which BTSA receives them such that BTSA cannot fulfill its obligations under the Contract, BTSA shall (i) be relieved from his obligations under the Contract to the extent BTSA is prevented from performing such obligations; and (ii) have no obligation to procure Products from other sources. If the aforementioned circumstances last for a period of more than 3 months, BTSA is entitled to withdraw from the Contract without the Buyer having any right to compensation.

10. Intellectual or Industrial Property Rights

10.1 Title to Intellectual or Industrial Property Rights. BTSA shall retain title and ownership of all information, models, samples, drawings, descriptions, technical specifications or other documents or, in general, intellectual or industrial property rights relating to the Products provided by BTSA. Nothing in the Contract shall be considered as an assignment, or license of use, of rights of any kind, including intellectual or industrial property rights.

10.2 Technical information. The Buyer shall not use or copy any technical documentation or information supplied by or on behalf of BTSA for any purposes other than those directly related to the Contract or to the use and maintenance of the Product.

11. Confidentiality
11.1 Obligation of confidentiality. Neither Party shall disclose to any third party, without the prior written approval of the other Party, any information disclosed by one Party to the other Party, whether in oral, written or any other form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”), except as may be required by law, regulation, court or governmental authority. Notwithstanding aforesaid, each Party may disclose Confidential Information to the extent strictly necessary for the purposes of this Contract to its employees and directors and any entities who are directly involved in the performance of the obligations under the Contract provided that the Party disclosing the Confidential Information shall see to it that such parties are bound at least by similar confidentiality obligations as set forth herein.

11.2 Publicity. Neither Party shall use the name of the other Party in publicity, advertising, or similar activity, without the prior written consent of the other.

12. Personal Data Protection

12.1 The Parties shall at all times observe the legislation on personal data protection in force from time to time which is applicable to them in connection with the performance of their respective rights and obligations under the Contract, including the provisions of both Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC and Organic Law 3/2018 of 5 December on the protection of personal data and the guarantee of digital rights (or any other pieces of legislation which may substitute them in the future).

12.2 In particular, and without limitation to the generality of the foregoing, in case the Buyer, in the course of the performance of the respective Contract, receives from BTSA or otherwise obtains personal data related to employees of BTSA (hereinafter referred to as “Personal Data”) the following provisions shall apply:
(a) If processing of Personal Data disclosed in the aforementioned manner is not carried out on behalf of BTSA, Buyer shall only be entitled to process Personal Data for the performance of the Contract;
(b) the Buyer shall not, except as permitted by applicable laws, process Personal Data otherwise, in particular disclose Personal Data (including anonymized data) to third parties and/or analyze such data for its own purposes and/or form a profile;
(c) the Buyer shall ensure that Personal Data is only accessible by its employees, if and to the extent such employees require access for the performance of the Contract and shall structure its internal organization in a way that ensures compliance with the requirements of data protection laws. In particular, the Buyer shall take technical and organizational measures to ensure a level of security appropriate to the risk of misuse and loss of Personal Data;
(d) the Buyer will not acquire ownership of or other proprietary rights to the Personal Data and is obliged, according to applicable laws, to rectify, erase and/or restrict the processing of the Personal Data. Any right of retention of Buyer with regards to Personal Data shall be excluded;
(e) in addition to its statutory obligations, Buyer shall inform BTSA in case of a Personal Data breach, in particular in case of loss, without undue delay, however not later than 24 hours after having become aware of it; and
(f) upon termination or expiration of the Contract the Buyer shall, according to applicable laws, erase the Personal Data including any and all copies thereof.

13. Jurisdiction
Exclusive place of jurisdiction for any dispute arising out of or in connection with the Contract shall be the principal place of business of BTSA. BTSA shall have the option to sue Buyer at the court having jurisdiction over Buyer’s principal place of business.

14. Applicable law
The Contract shall be governed by the common laws of Spain (legislación común española), excluding the rules on the international conflicts of laws and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG).
15. Contract Language
If these General Conditions of Sale are made available to Buyer in another language, in addition to the language in which the Contract has been concluded, this is merely done for Buyer’s convenience. In case of differences of interpretation, the language used in the Contract shall prevail.

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