GENERAL CONDITIONS OF SALE AND WARRANTY
NOARA MEDITERRANEAN DISTILLERY, S.L.
1. SCOPE:
1.1 Commercial transactions involving NOARA MEDITERRANEAN DISTILLERY, S.L. products are subject to these General Terms and Conditions of Sale and Guarantee, which will be reflected in the corresponding order confirmations, and the commercial invoices for NOARA MEDITERRANEAN DISTILLERY, S.L. products will also contain an express reference to the following General Terms and Conditions of Sale and Guarantee.
2. ORDERS:
2.1. Orders shall be accepted in writing, by e-mail or telephone, and shall only be binding once accepted by NOARA MEDITERRANEAN DISTILLERY, S.L. by confirming the order by any of the means of communication described above. The Customer must verify the order confirmation and immediately notify, in writing, of any errors. Otherwise, the description of the Product in the order confirmation shall become part of this Contract and shall be binding on the parties. NOARA MEDITERRANEAN DISTILLERY, S.L. will not accept order modifications or cancellations.
2.2. Orders shall be subject to availability and acceptance by NOARA MEDITERRANEAN DISTILLERY, S.L., which may reject the order at any time and at its sole discretion. Quotations, or economic offers, shall only be valid in writing, and for the period of time indicated therein. If no period is indicated, this will be 30 days.
3. PRODUCTS:
3.1. The Products are described in the catalogue or website of NOARA MEDITERRANEAN DISTILLERY, S.L., which may be modified by any applicable specifications. NOARA MEDITERRANEAN DISTILLERY, S.L. reserves the right to interrupt, temporarily or permanently, the supply if there are exceptional circumstances that prevent the total or partial fulfilment of its obligations as the selling party. In this case, the present Contract shall be cancelled without the Purchaser being entitled to claim compensation for possible damages from NOARA MEDITERRANEAN DISTILLERY, S.L.
3.2. Similarly, NOARA MEDITERRANEAN DISTILLERY, S.L. reserves the right to cancel the order at any time due to objective circumstances beyond its control.
4. PRICES AND PAYMENT TERMS:
4.1. The price of the Products shall be as set out in the Quotation. Payment shall be made to the bank account designated in writing by NOARA MEDITERRANEAN DISTILLERY, S.L. However, NOARA MEDITERRANEAN DISTILLERY, S.L. reserves the right to interrupt the supply if any of the payment commitments made have not been met. The place of delivery is indicated in the order confirmation.
4.2. NOARA MEDITERRANEAN DISTILLERY, S.L. also reserves its right to ownership of the Product in the event of total or partial non-payment of the order. If the Customer refuses delivery, without the prior approval of NOARA MEDITERRANEAN DISTILLERY, S.L., any resulting costs or damages shall be borne by the Customer, including storage until acceptance. Similarly, NOARA MEDITERRANEAN DISTILLERY, S.L. shall not be held liable for delays in the delivery of the goods resulting from the Bank’s failure to give its approval.
4.3. NOARA MEDITERRANEAN DISTILLERY, S.L. also reserves the right to interrupt the supply of goods to the Client if the latter has failed to comply with any of the payment commitments acquired. Such non-payment shall entitle NOARA MEDITERRANEAN DISTILLERY, S.L. to claim the corresponding compensation for damages from the Client, in accordance with the provisions of articles 45 to 52 of the 1980 Vienna Convention on the International Sale of Goods; NOARA MEDITERRANEAN DISTILLERY, S.L. also reserves the right to claim further damages from the Client, in accordance with the provisions of articles 45 to 52 of the 1980 Vienna Convention on the International Sale of Goods; NOARA MEDITERRANEAN DISTILLERY, S.L. also reserves the right to claim further damages from the Client, also reserves the right to claim other amounts to cover the value of the loss suffered as a result of the breach (consequential damage) and of the profit lost as a result of the breach (loss of profit), as well as for other damages caused as a result of the breach of contract. Similarly, NOARA MEDITERRANEAN DISTILLERY, S.L. reserves the right to interrupt, temporarily or permanently, said supply if there are exceptional circumstances that prevent the total or partial fulfilment of the obligations on its part. In this case, the present Contract shall be cancelled without the Client having the right to demand compensation for possible damages from NOARA MEDITERRANEAN DISTILLERY, S.L.
4.4. It should be noted that this transaction is exempt from VAT, on the basis of Article 25 of Law 37/1992 of 28 December 1992 on Value Added Tax (“Exemptions in the supply of goods destined for another Member State”), unless it is carried out within Spanish territory.
5. DELIVERY:
5.1. Unless otherwise agreed, all Products shall be shipped from the warehouses of NOARA MEDITERRANEAN DISTILLERY, S.L. and returns shall be made to the same place. Delivery shall be made within the approximate period indicated by NOARA MEDITERRANEAN DISTILLERY, S.L., this date being considered as the end of production. These deadlines are indicative, are not guaranteed and are not binding.
5.2. Delivery of the goods shall be made to the transport company, which shall be designated by NOARA MEDITERRANEAN DISTILLERY, S.L. or by the Client. In the event that the transport company is appointed by NOARA MEDITERRANEAN DISTILLERY, S.L., subcontracting of transport shall be prohibited, in accordance with the provisions of Chapter VI of Law 15/2009, of 11 November, on the contract of land transport of goods.
5.3. NOARA MEDITERRANEAN DISTILLERY, S.L. shall not be liable for any costs incurred as a result of failure to meet the delivery date. Both the ownership and the risk of damage and/or loss of the Products shall pass to the Client when NOARA MEDITERRANEAN DISTILLERY, S.L. has made the Products available to the carrier or to the Client. This international commercial operation is subject to the corresponding risk coverage of the Client.
5.4. Similarly, NOARA MEDITERRANEAN DISTILLERY, S.L. shall not assume any liability for any loss or damage that the Customer may incur in the event of an unavoidable delay in delivery. Title and risk of loss relating to the Products shall pass to the Customer at the time of delivery.
6. RETURNS AND/OR EXCHANGES:
6.1. The Client shall indicate their disagreement, if any, within 14 calendar days of receiving the Product, by means of a written communication addressed to NOARA MEDITERRANEAN DISTILLERY, S.L., specifying the reasons and/or nature of the disag
6.2. After verifying that the Product is in perfect condition, confirmation of payment will be made within a maximum period of 30 days from receipt of the Product in the warehouse of NOARA MEDITERRANEAN DISTILLERY, S.L.
7. RETURNS:
7.1. In accordance with article 103 of Royal Legislative Decree 1/2007, of 16 November, which approves the revised text of the General Law for the Defence of Consumers and Users, the right of withdrawal of NOARA MEDITERRANEAN DISTILLERY, S.L. Products shall not be applicable as they are alcoholic beverages.
8. USE OF TRADEMARKS, IMAGES, LOGOS AND DISTINCTIVE SIGNS:
8.1. The use of material protected by intellectual property rights of which NOARA MEDITERRANEAN DISTILLERY, S.L. is the owner, by the Buyer (“Authorised” to use), i.e.: trade names, logos, product names, domain names and other signs used in advertising, social networks, websites, as well as on the Internet in general, must respect the requirements of the Legal System related to the enjoyment of use. Under no circumstances may the Authorised User modify the appearance, structure or content of the elements subject to authorisation or add other elements, in accordance with the guidelines established by the management of NOARA MEDITERRANEAN DISTILLERY, S.L., failure to comply with which may serve as a basis for the imposition of a penalty.
8.2. The Authorised User may only use the authorised elements in a way that does not endanger the reputation or image of NOARA MEDITERRANEAN DISTILLERY, S.L. In the event of such a risk, NOARA MEDITERRANEAN DISTILLERY, S.L. may withdraw authorisation for their use at any time. The trademarks, images, logos, signs and other distinctive signs identifying the Products manufactured or marketed by NOARA MEDITERRANEAN DISTILLERY, S.L. shall be registered in accordance with the legal provisions on intellectual property and the laws and regulations in force.
8.3. NOARA MEDITERRANEAN DISTILLERY, S.L. authorises the use of the trademarks, images, logos and distinctive signs associated with the products manufactured or marketed by the Licensee for the duration of the Licence and only for the sole purpose of identifying and promoting the Products exclusively within the limits of the object of the Licence and for the benefit of the Licensor. The Licensee undertakes to ensure the protection of the trademark, logo, sign and distinctive signs and to implement the necessary actions for their effective protection.
8.4. The Licensee acknowledges that the use granted to him/her, in accordance with these General Conditions of Sale and Warranty, the brand, the sign and the photographic and/or audiovisual material do not confer any property rights over them. The Licensee undertakes to peacefully use the trademarks, logos, signs and photographic and/or audiovisual material of NOARA MEDITERRANEAN DISTILLERY, S.L., and may use all brand names in all advertising or other activities carried out by the Licensor in connection with the promotion and sale of the Products.
8.5. The Authorised Party undertakes not to register or apply for the registration of any trademark, logo or sign of NOARA MEDITERRANEAN DISTILLERY, S.L. (or other similar signs that may lead to confusion with those of NOARA MEDITERRANEAN DISTILLERY, S.L.).
8.6. The Licensee shall notify NOARA MEDITERRANEAN DISTILLERY, S.L. of any violation of the trademarks, logos and signs and photographic and/or audiovisual material registered by NOARA MEDITERRANEAN DISTILLERY, S.L. that comes to its knowledge, as well as the industrial property rights (patents) owned by NOARA MEDITERRANEAN DISTILLERY, S.L. The Authorised Party is free to promote the Products via the Internet, catalogues and other commercial promotion media, but may not make use of the trademarks, logos, signs and photographic and/or audiovisual material registered by NOARA MEDITERRANEAN DISTILLERY, S.L. without having previously agreed in writing the details of such use.
8.7. The Authorised Party undertakes to: 1) Not to request as keywords in search engines the trademarks and signs of NOARA MEDITERRANEAN DISTILLERY, S.L.; 2) Not to create websites or domains with the trademarks or signs of NOARA MEDITERRANEAN DISTILLERY, S.L.; 3) Not to modify images or documents created by NOARA MEDITERRANEAN DISTILLERY, S.L. for subsequent publication in its catalogues or on the Internet; and, 4) NOARA MEDITERRANEAN DISTILLERY, S.L. may authorise the creation of profiles on social networks, provided that the latter is the administrator. Likewise, the Authorised Party must undertake to hand over the access data to said networks within a maximum period of 7 days or whenever NOARA MEDITERRANEAN DISTILLERY, S.L. so requires. Likewise, NOARA MEDITERRANEAN DISTILLERY, S.L. reserves the right to request the Authorised Party, at any time, to cancel the profile on the social networks.
8.8. The Authorised Party undertakes, at the request of NOARA MEDITERRANEAN DISTILLERY, S.L., to remove all advertising, whether printed, digital or placed on the Internet, bearing trademarks, logos, photos, data or signs of NOARA MEDITERRANEAN DISTILLERY, S.L. within a period not exceeding 30 days.
9. PROTECTION OF PERSONAL DATA:
9.1. NOARA MEDITERRANEAN DISTILLERY, S.L. in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (GDPR); of Law 34/2002, of 11 July, on information society services and electronic commerce (LSSICE); and, of Law 3/2018, of 5 December, on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD), informs you that your personal data will be included in files owned by NOARA MEDITERRANEAN DISTILLERY, S.L., whose purpose is the management of suppliers, customers, performance of contracted services, commercial monitoring of customers and other commercial communication actions.
9.2. NOARA MEDITERRANEAN DISTILLERY, S.L. will not transfer your data to third parties, unless required by law or as a consequence of the legal relationship. Likewise, NOARA MEDITERRANEAN DISTILLERY, S.L. informs you that it does not plan to transfer your data to a third country or international organisation.
9.3. However, you may, at any time, exercise your right to access your personal data, rectify or delete it, limit its processing, as well as the right to data portability, in the manner provided for by law; that is, by sending a communication to NOARA MEDITERRANEAN DISTILLERY, S.L., to the e-mail address ………………………, attaching a copy of your ID/NIE/PASSPORT.
9.4. The data will be kept for as long as the relationship is maintained, unless you exercise your rights of control, and thereafter for as long as necessary for the fulfilment of any legal obligation or for the fulfilment of any obligation arising from the pre-existing legal relationship.
10. CONFIDENTIALITY:
10.1. The parties agree that any information exchanged, provided or created by NOARA MEDITERRANEAN DISTILLERY, S.L. shall be kept strictly confidential. The Authorised Party may only disclose confidential information to those who need it and are authorised in advance by the party whose confidential information is the subject of the disclosure. Confidential information is also considered to be: a) That which, as a whole or due to the exact configuration or structure of its components, is not generally known among experts in the corresponding fields; b) That which is not easily accessible; and, c) That which is not subject to reasonable protection measures, according to the circumstances of the case, in order to maintain its confidential nature. Any information sent to the Authorised Party is the exclusive property of the party from which it originates. Accordingly, it shall not use information of the other party for its own use without prior consent.
11. DISPUTE RESOLUTION AND DETERMINATION OF APPLICABLE LAW:
11.1. Unless otherwise provided for in the applicable regulations on the protection of Consumers and Users, for any questions or disputes that may arise from the interpretation or application of these Conditions, both parties agree to resolve them amicably and, where appropriate, to submit to the jurisdiction of the Judges and Courts of Elche (Alicante), expressly waiving any other jurisdiction that may correspond to them, which will be resolved by applying Spanish law.
