These conditions apply to all quotations, orders and supplies of Talleres Palmer MYU, S.L. (hereinafter “PALMER”): design and manufacture of moulds and tooling, repairs, modifications, maintenance and other services. They are intended for companies and professionals. This is a translation provided for information; in case of discrepancy, the Spanish version prevails.
1. Application
Every order implies the customer’s acceptance of these conditions, unless otherwise agreed in writing. The customer’s general conditions shall only apply if PALMER accepts them in writing. Anything specifically agreed in the quotation or in the order confirmation shall prevail over these conditions.
2. Quotations
Quotations are valid for four weeks, unless otherwise stated. They are prepared on the basis of the information provided by the customer (part, 3D model, drawings, material, number of cavities, quantities and requirements). If that information changes, or if the cost of materials (steels, alloys, etc.) varies, the price and delivery time shall be adjusted accordingly. The quotation or the order shall state the material of the parts to be manufactured with the mould.
3. Orders
Orders shall be placed in writing, even if they have been communicated verbally in advance, and shall not be binding until PALMER confirms them in writing. A document accepting the quotation or a purchase order from the customer shall be required before work can begin. Verbal agreements and modifications shall only be valid once confirmed in writing.
The customer may not cancel the order unilaterally. If the customer does so, PALMER may claim from the customer the work carried out, the materials purchased and compensation for any loss and damage caused.
4. Technical documentation, design and intellectual property
Moulds and tooling shall be manufactured according to the drawing or 3D model approved by the customer, which is the same one that served as the basis for the quotation. Any subsequent modification, before or during manufacture, shall entail a revision of the quotation and of the delivery times for the first samples.
Where PALMER carries out the mould design, it shall submit the design to the customer for approval before starting manufacture.
The drawings, sketches, plans, designs and tools produced by PALMER are its property. Their reproduction or use by third parties requires the express authorisation of PALMER, unless otherwise agreed in the order.
The customer guarantees that the manufacture and supply of parts in accordance with its instructions do not infringe any third-party industrial or intellectual property rights, and shall be liable for any claim made on that ground.
PALMER shall treat as confidential the technical information provided by the customer and shall use it only to carry out the work commissioned. Quality certificates for the material from which the moulds are made are available to the customer.
5. Delivery times
Delivery times run from the confirmation of the order and the receipt of all the necessary information and, where applicable, from the approval of the design. PALMER shall notify the customer in advance of any delay due to difficulties or incidents in manufacturing. Changes requested by the customer and delays in providing information or approvals shall extend the delivery time by the same amount. Unless agreed in writing, a delay shall not entitle the customer to cancel the order or to apply penalties.
6. Delivery and risk
The risk in the goods passes to the customer from the moment PALMER notifies the customer that they are ready for dispatch. The goods shall only be insured if the customer expressly requests it and, in any event, at the customer’s expense.
7. Retention of title
PALMER retains ownership of the goods supplied until the customer has paid the price in full. In the meantime, the customer shall act as depositary: it must keep the goods with all due diligence and insure them at its own expense against all risks, and may not sell, assign, encumber or otherwise dispose of them.
8. Modifications to the mould
Any modifications that need to be made to the mould once it has been built shall be at the customer’s expense. PALMER shall issue the corresponding quotation and shall invoice them in accordance with these conditions.
9. Customer moulds at our premises
Moulds delivered by the customer for repair, modification or maintenance shall be kept with due diligence while they remain at PALMER’s premises. Their insurance is the customer’s responsibility, unless otherwise agreed.
10. Claims
Apparent defects must be notified in writing within 15 days of receipt of the goods. Latent defects shall be dealt with within the warranty period.
11. Warranty
The warranty period is one year for new moulds and three months for repairs, and runs from the customer’s approval. It covers flaws or defects in the design carried out by PALMER, in the materials and in the manufacture, and consists of the repair or replacement of the defective part.
It does not cover normal wear of components or damage caused by improper use or maintenance, by working conditions other than those intended, by accidents or by third-party interventions.
12. Liability
PALMER’s liability is limited to a maximum of the amount of the order concerned. PALMER shall not be liable for indirect damage, such as loss of production or loss of profit, except in the event of wilful misconduct or gross negligence.
13. Prices and payment
Prices do not include VAT or any other applicable taxes. The method and term of payment shall be those indicated in the quotation or the order; any payment terms other than those set by PALMER shall only be valid if expressly accepted by PALMER. Payments by promissory notes, cheques or other instruments are accepted subject to collection.
Late payment shall accrue the late-payment interest and the compensation for recovery costs provided for in Law 3/2004 of 29 December establishing measures to combat late payment in commercial transactions, and shall entitle PALMER to suspend pending work and deliveries.
14. Data protection
The personal data of customers and suppliers is processed as set out in the Privacy policy.
15. Applicable law and jurisdiction
These conditions are governed by Spanish law. For any dispute, the parties submit to the courts of Pamplona, waiving any other jurisdiction to which they may be entitled.