General terms and conditions of sale

1. General Conditions of Sale

1.1. These general conditions of sale govern the contractual relations between INDUSTRIAS ROYAL TERMIC, SL, hereinafter referred to as ROINTE, and its customers for the sale of ROINTE brand products. Customers, for the purposes of these conditions, are understood to be the customer subject to professional activity, such as stockists and installers, among others, who in no case will be considered consumers and users, to whom the specific regulations in force shall apply.

1.2. The supplier INDUSTRIAS ROYAL TERMIC, SL markets heating systems under the brand name ROINTE. All orders placed with ROINTE necessarily imply, as an essential and determining condition, the unreserved acceptance by the customer of these general conditions of sale, over the Customer’s own general conditions of purchase.

1.3. The Customer expressly acknowledges being aware of these general conditions of sale, having previously reviewed them, accepting all the conditions set forth therein.

1.4. The clause included by the Customer in any document or communication made by the Customer that is contrary to the provisions of these general conditions will not be valid, unless it is expressly accepted by ROINTE in a separate writing whose purpose is the acceptance of the aforementioned clause.

2. Orders

2.1. It is expressly specified that an order is valid and final only if it is approved by ROINTE, via a confirmation email. All orders must contain the exact specification of the designated products, as well as, if applicable, the discount that could be applied. Once the order has been accepted, the Customer waives the application of its own general conditions.

2.2. The contents of the catalogues and rates are indicative and may be modified without prior notice. Offers will always be conditional on ROINTE’s subsequent acceptance of the corresponding order. Any annotation or condition indicated by the Customer in the order that does not comply with these conditions of sale will be considered null, unless approved by ROINTE, which must be expressly stated in writing.

2.3. ROINTE reserves the right to modify items in the catalogue or to stop manufacturing without prior notice. In this case, ROINTE may propose to the Customer a model from the range that is most similar to the one listed in the order.

2.4. The cancellation of an entire order or part of the order will not be accepted if it is not confirmed in writing by ROINTE, with the Customer assuming all costs derived from the cancellation.

2.5. An order cannot be cancelled (i) when it concerns special units and manufacturing has begun, and/or (ii) when shipment has been made by ROINTE.

3. Delivery

3.1. The products are delivered packaged, with supports, screws and fastening plugs, their cost being included in the final sales price. The goods shall be delivered by lorry to ROINTE´S facilities, except for offers with special conditions that will be reflected in a written document, and ROINTE shall be totally exonerated from any events that may occur in the transportation of the merchandise from the loading of the truck to the arrival destination, as well as any additional costs that may occur that are not due to causes attributable to ROINTE, which will be assumed by the Customer. If transportation is contracted by ROINTE, or is subsidized for any reason, it does not imply acceptance by ROINTE of the risks involved. The delivery of the products will be accompanied by the corresponding delivery note, with the order identification number, the Customer’s information, and the products delivered to the Customer, with the corresponding breakdown according to their characteristics.

3.2. Delivery times mentioned in the order confirmation are indicative. Delays in delivery times cannot under any circumstances entitle ROINTE to payment of late penalties, damages, or cancellation of the order.

3.3. The Customer must, upon receiving the order, verify them in the presence of the carrier. Even if the packaging appears intact, if there is damage, loss or replacement, its verification must be noted on the carrier’s delivery report and these reservations must be communicated by the Customer to ROINTE, within two days of receipt, through the email address [email protected] attaching a copy of the delivery note with the annotation of the damages. The Customer will have the right to exercise any type of action against the carrier in the event of loss, damage, or delay. In the event that it is the Customer who assumes the shipment, ROINTE will be exempt from any claim for damages suffered during it.

3.4. Orders are subject to shipping costs that will be assumed by the Customer. For GENERAL, (i) The shipping cost for non-stockists amounts to £50 unless the amount of the order exceeds £1000, whose cost will then be included in the price of the order. (ii) The shipping cost for stockists amounts to £35 unless the amount of the order exceeds £500, whose cost will then be included in the price of the order. (iii) For HIGHLANDS specifically (i) The shipping cost for non-stockists amounts to £80 unless the amount of the order exceeds £1000, whose cost will then be included in the price of the order. (ii) The shipping cost for stockists amounts to £60 unless the amount of the order exceeds £500, whose cost will then be included in the price of the order. For ISLANDS specifically (i) The shipping cost for non-stockists amounts to £150 unless the amount of the order exceeds £2500, whose cost will then be included in the price of the order. (ii) The shipping cost for stockists amounts to £120 unless the amount of the order exceeds £2000, whose cost will then be included in the price of the order. For SPARE PARTS, (i) The shipping cost will amount to £7.50 per order for spare parts, except in the case of HIGHLANDS or ISLANDS where the shipping cost will amount to £15 for spare parts. For CERTAIN DAY DELIVERY (i) Should the customer wish to place an order for certain day delivery, the customer must contact ROINTE to discuss the prices and possibility of such service.

ROINTE may modify the carriage fee conditions, as agreed in the customer signed terms and conditions. The minimum amounts to which the order must amount to include shipping costs may be modified by ROINTE, which will be made known to the Customer when the order is placed. The shipping costs correspond to the rates that the shipping company sets at the time of contracting, which are available on the transport company’s website, and which may be subject to modification.

3.5. ROINTE will not be obliged to deliver the products if, since placing the order, it has reasonable grounds to fear for the successful completion of the transaction, whether partial or total.

4. Prices and payment conditions

4.1. ROINTE reserves the right to modify its rates at any time. The current price rate is the one that is applicable at the time of delivery of the product. These prices are understood to be fixed, without VAT and without contributions or expenses related to the implementation of the products.

4.2. Invoices will be issued at the price in force once the delivery note has been generated for the goods and must be paid according to the payment method reflected on the invoice. No bonus will be granted by ROINTE for cash payment or within a shorter period than that stated in the general conditions or in the invoice issued by ROINTE, unless it has been expressly agreed in writing by both parties.

4.3. The Customer authorizes ROINTE to use credit and surety bases, as well as solvency, to know the customers economic status, which if it is not adequate for ROINTE, may result in the cancellation of the order placed by the Customer, including proceeding to the return of the products if the delivery has already been made. Likewise, ROINTE may ensure through credit and surety insurance, as well as any other type, the payment of invoices by the Customer, and may pass on the appropriate commission to the Customer. Likewise, the Customer may ensure in any of the modalities existing in the market the payment of the invoices accrued for the orders placed.

4.4. ROINTE does not accept debit notes, as well as the return of any product if it has not been previously authorized by ROINTE. Under no circumstances may the Customer withhold, deduct, discount, offset or reduce any amount due to ROINTE for any reason. ROINTE may claim from the Customer the payment of those expenses caused by what is stated in this stipulation.

5. Returns of non-defective products

5.1. All returns or refunds requested for non-defective products must be expressly authorized by email by ROINTE and must be requested through the ROINTE Sales Representative who was involved in placing the order. All materials must arrive in a resaleable condition, in their original packaging and free of postage; therefore, the Customer is responsible for them. Any returns requested and accepted for study and resolution must be accompanied by the following documentation, (i) list of material or product that you wish to return with its references – model, EAN, product serial number, purchase price and return number -, and quantities, (ii) cause or reason for the return, (iii) copy of the invoice for the purchase of the material or product (iv) copy of the email sent by ROINTE authorizing the return (v) ROINTE returns reference and (vi) photograph(s) of the condition of the products. The Customer must verify that the prices indicated correspond to the purchase prices of the campaign, including any type of bonus that has been applied.

The Customer will assume the transportation costs, and ROINTE will not be responsible for any damage that may occur during transportation.

5.2. Returns will not be accepted (i) of D Series products with special or RAL finish in any finish (ii) of towel rails that are not D Series white or black, (iii) of non-standard material requested by the Customer (iv) of products that do not come in the original packaging perfectly packaged, (v) of a product that has been used, (vi) as well as returns that previously authorized by ROINTE do not comply with the conditions established for the preparation and shipping of the merchandise.

5.3. In the event that some commercial action involving free material had been carried out in the campaign, it will also be deducted from the return request. Returns of products without charge will not be authorized.

5.4. The return request received in the email set out in these general conditions will be reviewed by ROINTE by checking the price and/or compensatory request. Once the return is authorized, ROINTE’s after-sales service will oversee generating a returns number which will be saved in PDF format and sent to the email provided by the Customer, notifying that the return has been approved and the return can be executed. The Customer must print the service call and place it on the product.

5.5. Returns must be made carriage paid by the customer, except for those caused by defects in quality or errors attributable to ROINTE, in which case they shall be sent by the agency indicated by the area salesperson. In no case will the return of merchandise be accepted if they are special units. Likewise, the Customer is aware of ROINTE’s returns policy, which it accepts, and which is applicable, and ROINTE undertakes to inform the customer of any modifications that may occur to it.

5.6. The merchandise must be palletized and protected following the following specifications detailed below. (i) The merchandise must be placed on a pallet large enough to ensure that the units do not overhang the sides. (ii) The merchandise must be stacked neatly and in such a way that they cannot be damaged in transport. (iii) The merchandise will be completely covered through the exclusive use of transparent film. (iv) The merchandise must be correctly fixed to the pallet through the use of non-metallic strapping. (v) The merchandise must be identified with the service call printed and placed on at least one side of the pallet. (v) The merchandise must include protection elements to ensure the integrity of the merchandise during transportation. (vi) The product must be contained in the original packaging, which must be in perfect condition and factory sealed, guaranteeing that the product has not been used. (vi) Whatever the weight of the package, the maximum height of a pallet cannot exceed 1800 mm. If the package weight is >25kg, the maximum height cannot exceed 1400mm.

5.7. The merchandise must be sent by the Customer to the ROINTE facilities, carriage paid to the address ROINTE UK, Unit A3, Hampton Business Park, Club Way, Hampton, Peterborough, PE7 8JA.

5.8. Upon receipt of the merchandise, a first visual inspection will be carried out by ROINTE to verify compliance with the palletizing conditions and that it corresponds to what was previously authorized by ROINTE. If any of the requirements set forth in these general conditions are not met, the merchandise may be rejected in its entirety. If the merchandise is accepted, in the absence of an in-depth review, the seal COMPLIANT UNTIL REVIEW will be indicated on the delivery note.

5.9. Within 15 calendar days of receiving the product, the ROINTE after-sales department will verify that it corresponds to the functional and unused products. This period may be extended in the event that the delivery of the product is not carried out in the facilities provided for in these general conditions. In the event that the returned merchandise is not correct, or any of the required specifications are not met, the depreciations provided for both cases in these general conditions, or those in force at that time, will be applied, and the administration department of ROINTE will issue the corresponding credit.

5.10. In any case, the final decision to accept the return will be adopted by ROINTE after checking the merchandise upon receipt.

5.11. Returned products will suffer a cost depreciation for reprocessing the product for sale whenever possible. Depreciation will depend on the condition of the product and its age.

5.12. Returns of material in good condition may be accepted by ROINTE under the conditions set out below, for which ROINTE´s prior consent by e-mail shall be required. If the age of the material (i) less than 30 days, the depreciation shall be 15%, (ii) between 30 days and 3 months, the depreciation shall be 20%, (iii) if the age of the material is between 3 and 12 months, the depreciation shall be 25%, (iv) and if it is older than 12 months, the depreciation shall be 30%. However, ROINTE may also object to the return. In the event that the return is made of a product other than the one previously authorized ROINTE shall not be obliged to accept it, and the customer shall bear the costs incurred as a result of its error.

5.13. For all products received at ROINTE and in which defects are detected during the inspection, the following depreciations detailed below will be applied, which may be added to those provided in the previous section (i) a depreciation of 10% if the packaging of the product is damaged, (ii) a 20% depreciation if the product has been used or has scratch marks, (iii) a 30% depreciation if the product has an electronic defect, and (iv) a 100% depreciation if the product is not able to be processed in any way.

5.14. Under no circumstances will the return of products made by the Customer be accepted, when it is a replacement at the request of an end user for guarantee reasons.

6. Return of defective products

6.1. All replacements of defective products under guarantee will be requested from the ROINTE after-sales service at the following email: [email protected] and must be expressly authorized by ROINTE. The Customer must provide the following documentation for the replacement request, (i) personal data (ii) purchase invoice or product receipt, (iii) photograph of the product serial number (iv) and photographs of the product, in the case of damaged or leaking goods.

6.2. ROINTE shall arrange for the collection of the product and shall bear the costs of collection. The Customer must correctly package the product to avoid damage during transport and will identify the product with the collection number that will be provided by the ROINTE after-sales service.

6.3. ROINTE will check the incident reported by the Customer and will manage, provided that it is under guarantee, the shipment of the replacement product, assuming the cost of shipping. When a product is repaired or replaced, the established guarantee periods will be suspended, from its exercise, until the delivery of the new product, at which time the suspended guarantee and/or the one provided for in these conditions will be reactivated.

6.4. Products replaced under guarantee will be warranted under the same terms and conditions applicable to the products being replaced.

6.5. In the case of repairs within the guarantee period, the replaced parts will maintain the same guarantee that remains on the original product. In the case of repairs outside the guarantee period, the parts that require a charge for the Customer will have a three-year guarantee. Parts free of charge to the Customer will have a general repair guarantee.

6.6. For products that are out of guarantee, the Customer will have the possibility of requesting a Renewal Plan, in accordance with the conditions expressly established by ROINTE.

7. Guarantee

7.1. The products that are the subject of the order are considered guaranteed by ROINTE with respect to those defects that are contrary to ROINTE’s quality policy that the Customer acknowledges that they are aware of, during the period of time stated in the description of each product in this catalogue. This guarantee initiates from the purchase invoice or ticket issued to the customer. These general conditions, as long as they are caused solely and exclusively by ROINTE.

7.2. At no time may the customer deduct costs, expenses, or responsibilities for these damages from the amounts owed to ROINTE for any reason, nor retain pending payments to ROINTE. Therefore, the existence of these defects will not exonerate the customer from its payment obligations towards ROINTE.

7.3. ROINTE will make available to the customer the list of necessary and recommended spare parts for the goods and products that are the subject of the order for a period of ten years, which will be applicable for those cases in which their replacement is not covered by the Guarantee, and which may be subject to updating with respect to the price at the time of its repair.

8. Claims

8.1. All claims made due to any circumstance and products marketed by ROINTE must be made in such a way that there is full evidence of their realization and must be sent through the official channels provided by ROINTE for such purposes (web: www.rointe.co.uk, email: [email protected]).

8.2. Once the claim that may have been formalized has been received, ROINTE undertakes to resolve said claim as soon as possible considering the content and context of the claim.

9. Intellectual property

9.1. The Customer is authorized to use the brand, trade name, current logo, graphic elements, and other distinctive signs in relation to ROINTE products for the sole purpose of allowing their identification and promotion and in the exclusive interest of ROINTE. This right of use does not refer to any property right for the Customer. In this way, copying, registration, manufacturing by the Customer, as well as marketing, advertising or use that does not correspond to the provisions of these general conditions are prohibited. The Customer may not register any industrial or intellectual property derived directly or indirectly from ROINTE products.

9.2. The Customer agrees not to deposit and not to have rights to trademarks, models, domain names, patents, signs, trade names, product references and other distinctive signs that belong to ROINTE and could be confused with theirs.

9.3. Regarding ROINTE graphic elements, such as logos or photographs, the Customer undertakes to use and reproduce them, strictly respecting the quality of the image and the format of the original graphic elements. The Customer is prohibited from modifying them or using them in such a way that this could damage the ROINTE brand image or its products. In any photograph taken of the product for identification and promotion purposes, the ROINTE brand must always appear, or a reference to what the ROINTE brand is.

9.4. The Customer’s right to use the trademarks, trade names or other distinctive signs of ROINTE will be expressly extinguished when commercial relations with ROINTE are terminated for any reason.

9.5. In the event that the products were designed or manufactured by ROINTE at the express request of the Customer, any information and documentation related to the industrial and intellectual property of the product – including the product itself and each of the parts that make up it – will be property. exclusive of ROINTE, and the protection rights that will be generated from them.

9.6. Likewise, failure by the Customer to comply with the conditions of use described in this section may be cause for termination of this right of use, which may be notified at any time by simple mail, or any other means.

10. Health and Safety

10.1. All products are delivered by ROINTE to the Customer with instructions on their safety and assembly. Likewise, some of these products include recommendations regarding their assembly by professionals, and it is the Customer’s responsibility that when these products are sold to a third party they include the instructions and recommendations made by ROINTE.

10.2. When the Customer is in charge of the installation of ROINTE products, he is responsible for ensuring that his employees know the content of these instructions and recommendations, for proper installation. The Customer, nor its employees, maintains an employment relationship with ROINTE, being different companies that operate in the market without any connection.

10.3. The Customer undertakes to take the measures that ROINTE communicates to him in writing and all other measures that are sufficient to guarantee, to the extent reasonable, that the merchandise is at all times safe and without risk to health through its correct use. It will not be understood that the goods have been used correctly when they are used without taking into account any information or warning provided by ROINTE.

11. Responsibility

11.1. Ownership of the products that are the subject of the product will be transferred by ROINTE at the time of signing the delivery note by the Customer or upon payment of the price, whichever occurs first, at which time the Customer will be responsible for them.

11.2. ROINTE will not be responsible for any damage or liability that may arise from the Customer’s actions once the product has been delivered, including due to its storage, conservation, use, installation, or negligent or abnormal maintenance of the product by the Customer. as well as for the actions carried out by its employees and collaborators, including the transport company, that are contrary to the instructions, recommendations and warnings of ROINTE, and the normal use of the products.

11.3. The Customer will be responsible for paying any compensation accrued for non-compliance with these general conditions, exonerating ROINTE from any liability, and must inform of the procedures followed as a result of these non-compliance.

11.4. ROINTE declines any type of responsibility for any data or results that may be produced in situations other than those in which the results presented in the catalogs were obtained, or in different circumstances.

11.5. ROINTE declines all responsibility, which is motivated by a fortuitous event or force majeure, due to the Customer or a third party or external causes such as social conflicts, natural disasters, health crises, fires, floods, malfunctions or interruptions of the telecommunications network or electrical network, tool accidents, waste of important parts during the manufacturing process, failure or lack of a supplier or subcontractor, unavailability of raw materials or energy, interruption or delay in transportation or any other cause bringing a total or partial stoppage for ROINTE or its suppliers.

11.6. ROINTE expressly recognizes that all its products are made and manufactured with expressly authorized raw materials and in accordance with the legal regulations that are applicable, scrupulously and exhaustively complying with all its legal obligations, both Spanish and Community, resulting from application in a manner The provisions of current regulations relating to the defense of Consumers and Users are imperative to the consumer and user customer.

11.7. The Customer is obliged to have a liability insurance policy that covers the payment of compensation for any damage caused by the product that has not been attributable to ROINTE.

12. Confidentiality

12.1. By placing the order, the Customer undertakes, once the merchandise has been delivered, to (i) strictly and with maximum diligence guard the Confidential Information, avoiding its disclosure or provision, in whole or in part, to any third party without the prior, express and written consent of ROINTE (ii) The impossibility of entering into any type of collaboration, commercial, employment, service provision and similar relationship with a third party, when the duty of confidentiality provided for in these general conditions may be jeopardized ( iii) treat the Confidential Information with the utmost discretion and use it only in relation to the existing relationships between both parties (iv) keep the Confidential Information separate at all times from other information and documentation of your property, (v) do not reveal the Confidential Information, warning employees of the duty of confidentiality, and responding to compliance with the duty of confidentiality of the aforementioned employees, even when they leave the company for any reason (vi) implement the necessary security measures in order to comply with confidentiality.

12.2. The obligation of confidentiality will remain in force even after the commercial relationship ends for any reason.

13. Data protection

13.1. The processing of the data will be carried out for the maintenance, compliance, development, control and execution of the provisions of these general conditions, as well as to comply with the legal obligations that apply to it.

13.2. Personal data will be processed during the legal validity of these general conditions, and may subsequently be kept during the prescription periods of legal actions related to this processing, and must be deleted once the aforementioned period has ended.

13.3. Personal data will not be transferred to any third party except under legal obligation. If you wish to exercise your rights of access, rectification, deletion, opposition, limitation of processing, portability, and any other rights provided for in the applicable legislation, you may do so by writing to [email protected].

13.4. The Customer may also contact the Information Commissioner´s Office (ICO) to exercise their rights or to present any claim for the incorrect processing of their personal data.

14. Applicable law and jurisdiction

14.1. To resolve any discrepancy, the parties expressly submit to the jurisdiction of the competent Court. These general conditions will apply to all commercial relations between ROINTE and its Customers, it being understood that the buyer expressly accepts these general conditions by placing an order and above all by being aware of them.