1.1. These General Conditions of Sale and Delivery (hereinafter, the "GCSD") will govern the contractual relations between the company Lecitrailer, S.A. (hereinafter "Lecitrailer") and its customers (hereinafter the "Customer"), either individuals or legal entities, who enter into these contracts in the course of their commercial, professional or business activities.
1.2. The Customer has had prior knowledge of these GCSD because Lecitrailer has provided a copy of them, and/or by indicating the link to the publication of the GCSD on Lecitrailer's internet website http://www.lecitrailer. com.
1.3. The Customer unreservedly accepts the GCSD when accepting an offer from Lecitrailer, placing an order or concluding a contract with Lecitrailer, being expressly obliged to fully comply with them without exception.
1.4. Any other general purchase conditions established by the Customer are not applicable, even when Lecitrailer does not expressly revoke them, except for those agreed between Lecitrailer and the Customer with the express consent, stated in writing, of both parties.
2.1. The Customer shall send any orders for Products to Lecitrailer in writing and duly signed.
2.2. Sending an order entails the acceptance of the offer by the Customer and the quote previously provided by Lecitrailer.
2.3. For the sales agreement to be binding, the order must be confirmed by Lecitrailer. This Lecitrailer Order Confirmation will be sent to the Customer in writing within three weeks from the date of receipt of the order. The contract will not be understood to have been completed without this order confirmation.
2.4. The Customer will not be able to fully or partially cancel the order once it has been confirmed by Lecitrailer, nor make any changes in the configuration of the semi-trailers.
2.5. Any change in the order, whether at the initiative of Lecitrailer or the Customer, will require a written update of the Order Confirmation or equivalent document sent by Lecitrailer.
2.6. Orders that contain conditions not agreed in the GCSD or that contain any type of penalty will not be accepted.
2.7. Lecitrailer will have the power to cancel the order at any time if the Customer refuses to clarify the details of the order or provide the necessary documentation; or it will not carry out the required actions within a period of seven days from when the Customer had been required to do so.
3.1. Lecitrailer will take the greatest possible care to ensure that descriptions, drawings and measurements and, in general, information contained in the catalogues and on its website are exact. However, these items are merely of an informative, orientative, indicative or approximate nature, so they are not contractual or binding, and meaning that Lecitrailer will not accept any liability for any possible inaccuracies that may exist in its catalogues or the website.
3.2. Lecitrailer reserves the intellectual and industrial property rights for its quotes, drawings, illustrations, models, documentation and any other tangible or intangible information, including the electronic format. The Customer is not authorized to assign these materials to third parties without the express written consent of Lecitrailer.
3.3. The supply of contractual items of any kind to the Customer does not imply any transfer of copyright, intellectual and industrial property or exploitation rights, as the Customer accepts their ownership by Lecitrailer.
4.1. Delivery is understood to be the supply of the vehicles ordered, duly notified by Lecitrailer in writing to the Customer, at the facilities owned by the manufacturer Lecitrailer in Casetas (Zaragoza) Spain.
4.2. Different delivery conditions may however be agreed, according to the Incoterms in force, which shall specifically establish the place of delivery of the goods, as well as the obligations and responsibilities of Lecitrailer and the Customer, transport and insurance costs, transfer of risks, and any other conditions necessary for delivery.
4.3. These Incoterms agreed shall be expressly included in the Order Confirmation or Sales Contract signed between the parties.
4.4. Lecitrailer shall inform the Customer in writing of the availability of the subject matter of the contract and the agreed place of delivery.
4.5. Delivery times for product orders shall be understood to be established when the Order is confirmed by Lecitrailer, provided that all order details are clarified on that date and all information has been provided by the customer. However, they shall be understood as indicative or approximate, and shall at no time be considered essential compliance. Lecitrailer shall not therefore assume any liability as a result of exceeding these deadlines. Delivery deadlines shall only be considered mandatory when this has been explicitly stated in the contract.
4.6. Lecitrailer shall in any case endeavour to fill and deliver product orders within the deadlines agreed with the Customer, provided that its resources and production capacities allow it to do so.
4.7. Lecitrailer's obligation to supply shall always be understood to be conditional upon the punctual supply by Lecitrailer's suppliers, as agreed, of materials, parts and all types of components of any kind that are necessary for the production of the order, as well as punctual fulfilment of the payment obligations by the Customer.
4.8. If the delivery conditions are EXWORKS the Customer is obliged to collect the delivered goods within a maximum period of ten working days following the date of notification referred to above, and having strictly complied with the contractual obligations, particularly those which refer to the agreed payments.
4.9. For all other delivery conditions, the Customer is obliged to strictly comply with the contractual obligations, especially those relating to payment forms and deadlines, so that Lecitrailer may organize and manage transport of the subject matter of the contract under the agreed conditions within a maximum period of ten working days from the date of notification referred to above.
4.10. Lecitrailer is expressly authorized to make partial deliveries of the order, the corresponding invoice being due with each partial delivery and with the Customer being obliged to make payment.
4.11. Lecitrailer reserves the right to set a credit limit for each Customer and to make deliveries subject to this limit and/or the presentation of a payment guarantee that Lecitrailer deems sufficient and proven.
4.12. The Customer expressly authorizes Lecitrailer to charge storage or deposit costs of €18 net per day in case the receipt of the order exceeds a period of twenty-one working days after having given notification of the availability of the subject matter of the order, and if the shipment or delivery of the subject matter is delayed due to the Customer.
4.13. If the Customer breaches any of its obligations under these GCSD, Lecitrailer is entitled to claim for damages, including any increase in costs, notwithstanding the fact that it may to continue to require the Customer to comply with the operation requested by the Customer.
4.14. If, for reasons it is solely responsible for, Lecitrailer delays delivery of the subject matter of the contract within the agreed mandatory period, the Customer may, upon demonstration of the damages caused, ask for a 0.5% deduction off the price for each week of delay, with a maximum ceiling of 4% of the contract price, without the possibility of demanding any further amounts from Lecitrailer.
5.1. In cases where deliveries are agreed on account of the total agreed price, the order shall not be considered final until full payment of the above, Lecitrailer being authorized not to commence manufacture of the subject matter of the contract until that time, and being exempt from liability for any delays in the delivery time that may occur due to this delay in payment by the customer.
5.2. Lecitrailer shall be authorized to issue an invoice for the payment on account, prior to starting to fill the order. This payment on account shall be duly made at the time of issuing the sales invoice, at the time the goods are delivered or made available.
5.3. In the event of cancellation of the order by the Customer, any substantial modification to it that prevents its fulfilment or breach of any of the contractual obligations, Lecitrailer is authorized to compensate for the costs incurred or the damages caused, duly demonstrated, from the amount of the payment made on account, without proceeding to its full return.
6.1. The sale prices shall be those established in the offers and price lists in force on the date of acceptance of the proposed order by the Customer, or in the agreements and special conditions agreed between Lecitrailer and the Customer.
6.2. The prices contained in the Order Confirmation shall in any case apply and shall be considered final, unless expressly agreed otherwise.
6.3. In general, the sale prices shall be determined by considering delivery of the goods at our facilities. However, Lecitrailer's sale price shall include everything that it has to provide or carry out (shipping costs, duties, insurance, etc.) to deliver the product according to the conditions agreed in condition 4.2 and outlined in the Order Confirmation
6.4. Any modification to the initially agreed price, caused by changes in the characteristics and features that make up the subject matter of the contract and requested by the customer after the Order Confirmation, will allow Lecitrailer to issue an additional invoice for the valuation of these changes.
6.5. Lecitrailer reserves the right to claim the subsequent administrative costs from the customer, ranging from €100 to €300 for each requested change and for each vehicle affected. These costs shall not be applicable if the Customer notifies Lecitrailer in writing of the desire to make any changes before the issue of the order confirmation.
6.6. Taxes shall be added to the sales prices: VAT, an equivalent tax or any other that replaces it and which is applicable according to regulations in force at that time.
In the case of deliveries made to European Union countries, in order to prove exemption from the payment of VAT or the equivalent tax, the Customer must have a tax identification code, for tax purposes, in another Member State and be registered in the Register of Intra-Community Operators/ROI. In the event of carrying out the transport on its own account, it must in addition provide proof of transport and sign the certificates required for the purposes of compliance with the requirements established for such exemption in EU Community Directive 2018/1910.
In the case of delivering goods intended for export, with the final destination being third countries outside the EU, or outside the area covered by the tax; the Customer is obliged to submit the certificate/documentation to Lecitrailer proving this export, within the deadlines in force for the periodic payment of the tax, and within a maximum period of one month after delivery.
In the event of non-compliance with the provisions of the two preceding paragraphs for reasons attributable to the customer, Lecitrailer shall be authorized to charge VAT on the amount sold, or the equivalent tax applicable at any time according to current regulations.
6.7. Unless expressly agreed, prices shall always be in euros. In transactions carried out in currencies other than the Euro, any possible variation in the exchange rate shall be paid by the Customer and the prices shall be charged in the currency indicated in the contract.
6.8. Lecitrailer reserves the right to modify its sale prices if, from the time the order is confirmed until delivery of the goods to be supplied, there are any reductions or increases in costs for which Lecitrailer is not responsible, especially due to changes in the prices of equipment or raw materials, energy cost changes, or changes in taxes or personnel costs resulting from changes in the applicable legal regulations. These variations will be communicated and duly explained by Lecitrailer to the Customer by issuing a new order confirmation.
7.1. The Customer shall pay the price of the order, upon presentation of the corresponding invoice, by a bank transfer, direct debit, cheque, promissory note, supply chain finance, irrevocable letters of credit or any other means of payment allowed by law, according to the method of payment previously agreed with Lecitrailer.
7.2. In general, unless the parties have expressly agreed other different payment terms, the net price of the sale is due, without deductions, at the time the availability of the goods supplied by Lecitrailer is reported and the corresponding sales invoice is issued and provided, with payment at sight upon submission of the above and within a maximum period of 15 days from the date of the invoice.
7.3. Lecitrailer and the Customer may agree other different payment terms, provided that they have expressly agreed this in writing, and provided that they do not exceed the deadlines established by the current legal regulations regarding deferrals of payment to suppliers in commercial transactions.
7.4. In the event of total or partial non-payment of the price of any order on the due date, the Customer shall be in default without any prior notice, the default interest established in Law 3/2004 of 29 December being charged, in the version in force at any time. As long as the order for which payment is due and payable is not paid for, Lecitrailer shall in addition be entitled to suspend or cancel pending deliveries of products to the Customer, or to require advance payments for any new orders.
7.5. In the event of any delays or incidents in payment, Lecitrailer may choose between demanding compliance to receive the amounts due or the recovery of the goods in the sale pending payment, without any obligation to return the amounts received. This is by way of a penalty clause arising from the breach, and with the initiation, if applicable, of any legal actions to which it is entitled. Lecitrailer reserves the right to claim pre-action costs, and, especially, the costs of injunctions and the costs of solicitors and lawyers.
7.6. In cases where the agreement to purchase new vehicles has included an agreement for delivery in exchange for used vehicles by the Customer:
Any agreement to purchase these by Lecitrailer shall always be subordinated to the successful completion of the main transaction that has caused it.
Lecitrailer's obligation to pay for the aforementioned units shall be conditional upon their receipt, free of encumbrances and without any restrictions on their availability, as well as the validation of the corresponding sales invoices and all the documentation required to acquire their ownership.
Unless expressly agreed by both parties, balances arising from the purchase of used units may not be offset with balances arising from the sale of new units, the payment of which must be made in full.
8.1. Risks caused by loss or damage to the goods shall be transferred to the Customer as soon as the goods are delivered or supplied.
8.2. In the event that delivery is delayed for reasons attributable to the Customer, risks shall be transferred from the time when the goods ordered should have been delivered, once written notice of their availability is given by Lecitrailer, and as agreed.
9.1. Lecitrailer reserves the right to full ownership or control of the semi-trailers as long as the Customer has not paid the full price for the semi-trailers. This retention of title may be assigned or transferred to third party financial backers of the Customer who assume payment of the order price for the Customer. For the duration of the retention of title, Lecitrailer reserves the right to ownership of the vehicle registration certificate provided it has been issued for the subject matter of the contract. If the Customer is in breach of contract (especially if it is in default of payment), Lecitrailer is entitled to take back the subject matter of the contract after Lecitrailer has set an appropriate deadline for payment by the Customer. In this case, the Customer shall bear the transport costs arising from the removal. If Lecitrailer proceeds to remove the subject matter of the contract, it shall be considered a termination for breach of contract, without any obligation to return the amounts received, and by way of a penalty clause arising from breach of contract. Lecitrailer may also reuse the removed subject matter of the contract by selling it directly. The proceeds from the sale shall be deducted from the amounts owed by the Customer to Lecitrailer, after deduction of a reasonable amount by Lecitrailer for the costs of the sale. The removal shall not affect the exercise of other rights by Lecitrailer, especially compensation for damages caused by loss of profit.
9.2. Until the transfer of ownership to the Customer, the Customer shall treat the subject matter of the contract with due care and insure it sufficiently for its new value and at its own expense against possible damage, in particular against damage caused by fire, water, theft or loss and vandalism. If maintenance and inspection work is required, the Customer shall bear these costs. Except in emergencies, maintenance and repair work must be carried out on Lecitrailer's premises or in a servicing workshop authorized by Lecitrailer.
9.3. If the subject matter of the contract, which is still the property of Lecitrailer, is seized by a third party or as a result of any intervention by a third party in connection with the subject matter of the contract, the Customer must notify the third party of the Seller's retention of title and notify Lecitrailer of this immediately in writing so that Lecitrailer can exercise its ownership rights. If the third party is not in a position to reimburse the Seller for the judicial or extrajudicial costs incurred in this context, the Buyer shall be liable if the seizure or intervention by the third party is attributable to the Buyer.
9.4. In the Customer' insolvency proceedings, in all its forms established in the Insolvency Law, any semi-trailers transferred with a retention of title that have not been paid for shall be excluded from the assets in the proceedings, which is why they shall not be included in the inventory of goods, as they are the property of Lecitrailer until full payment of the price, and Lecitrailer may exercise its right to separation and recovery of goods owned by third parties in the insolvent party's possession.
9.5. In the event of loss, deterioration or damage to the subject matter of the contract which is still the property of Lecitrailer, the Customer shall immediately inform Lecitrailer, provide it upon request with all documentation about the damage affecting the subject matter of the contract, in particular damage surveys, inform Lecitrailer of any insurance policies taken out and, according to what it chooses, hand over the insurance policy or the guarantee certificate issued by the insurance company for the subject matter of the contract.
9.6. Through the mere fact of entering into a contract with Lecitrailer, and without any specific additional agreement in particular being necessary for this purpose, the Customer irrevocably assigns any credit rights to Lecitrailer, in their entirety and on a generic basis, that the Customer holds in its favour in relation to such goods and arising from the sale of these or any other securities to third parties.
10.1. The Customer's conformity, as regards the features and parts of the semi-trailer delivered, shall be expressed by signing the corresponding delivery document, and any possible complaints shall be recorded in the same delivery document at the time of delivery. If the Customer does not make any complaint about any possible difference between the features and parts of the semi-trailer at the time of delivery, as well as any lack of equipment and damage in transport, Lecitrailer shall not assume any liability and any subsequent claims related to these issues shall be excluded.
10.2. The Customer shall examine the semi-trailer, as soon as possible after receipt, to check its conformity with the type of product ordered and to ensure the absence of apparent or latent defects in them. Upon receipt of the products, the Customer shall In any case have a period of five working days from the date of delivery to make a claim to Lecitrailer for any difference, as well as any visible or apparent defects, which must be notified in detail and in writing to Lecitrailer. If the customer does not notify this claim within the established deadlines, the semi-trailers shall be deemed to be accepted, except with regard to the possible existence of latent defects.
11.1. With respect to any possible latent defects in newly manufactured semi-trailers, Lecitrailer offers a warranty for these for a period of twelve months from the date of delivery of the semi-trailer in question. This warranty refers solely to original latent defects, so that defects caused by external agents or incorrect use, installation, maintenance, treatment or storage are excluded from this warranty
11.2. For metal structures on the semi-trailer chassis and other metal parts that have been treated at Lecitrailer's cataphoresis plant, a long-term warranty against rust perforation shall be provided for a duration of 10 years following the notification of availability. This assumes that the Customer has followed the instructions in accordance with the Maintenance Manual and that this has been documented by Lecitrailer or authorized workshops.
11.3. Differences in the colours of the various coatings, as well as in colours applied to parts of all kinds, and colours, including tarpaulins and digital prints, are technically permissible and do not represent defects.
11.4. Warranty rights may only be exercised by the Customer and may not be transferred to a third party.
11.5. Claims based on the warranty must also be made in writing, and in detail, stating all the details about the semi-trailer and the documentation, within five calendar days from the date on which the defect became apparent. Otherwise, the semi-trailers supplied shall be deemed to have been accepted with this defect.
11.6. All Customer warranty rights shall be rendered null and void if the Customer does not immediately allow the defects related to the complaint to be inspected. The semi-trailer may only be returned following specific authorization from Lecitrailer.
11.7. Parts that are the subject of a warranty claim shall be sent to the factory for examination.
11.8. Defective parts, and their repair in connection with warranty claims the Customer is entitled to, shall be replaced, without exception, at Lecitrailer's own After Sales Service Depots or at workshops authorized by Lecitrailer's warranty service.
11.9. Parts to be replaced in the warranty will always be supplied by Lecitrailer.
11.10. The Customer must carry out all the essential checks and adjustments specified in the axle manufacturers' maintenance manuals, the Lecitrailer user manual and the Warranty conditions. Failure to comply with these will result in the loss of the warranty under the contract.
11.11. Warranties for parts included on the frame (axles, suspension systems, lift axles, pistons, etc.) that are not manufactured by Lecitrailer are subject to the manufacturer's warranty conditions.
11.12. Claims based on the warranty do not release the Customer from the obligation to pay.
11.13. Upon request, Lecitrailer shall be able to access EBS data records to analyze operating data and error reports in order to verify whether the warranty claim is valid.
12.1. The following are excluded from the warranty:
Wear parts.
All periodic repairs related to maintenance, inspection and placing in service.
All parts not installed by Lecitrailer on the vehicle, as well as any damage arising from the installation of these parts.
Any damage caused by misuse of the vehicle. Damage caused by modifications to the coating, crashes, friction, gravel impact, solvents, high-pressure steam washing or items that cause premature aging of the paint.
12.2. If the first inspection has not been carried out after 5,000 kilometres, or after two months in operation, failures related to the following shall be excluded from the warranty:
Axle alignment.
Abnormal wear and tear of brake components.
Abnormal wheel wear.
Permanent deformation of the platform.
12.3. The warranty does not cover failures due to negligence, driver inexperience, defective use, non-compliance with the maintenance described or any not carried out within the indicated deadlines, overloading, subjecting the vehicle to inappropriate stress or normal wear and tear.
12.4. The vehicle loses the warranty when the vehicle runs without the EBS cable connected.
12.5. Nor does it cover failures occurring in parts in which adaptations made by the user can be detected, nor in the case of original parts being changed for others that have not been approved by Lecitrailer, and when the failure is related to these parts.
12.6. Warranty exclusions include towing expenses, compensation for stoppages, load contents, tyres, brake pads, damage caused by knocks, as well as routine inspections, checks and adjustments.
13.1. The customer is solely responsible for the choice of the semi-trailer that is the subject matter of the sale, as well as the use or function for which it is intended. Lecitrailer is not as a consequence liable for and does not guarantee that the semi-trailer is suitable for the technical or commercial uses intended by the Customer. In this regard, the Customer shall not be entitled to return the semi-trailer and claim for the amount paid. Any technical advice provided by Lecitrailer verbally, in writing or by conducting tests, before and/or during the use of the semi-trailer, is provided in good faith, but without being a warranty. Lecitrailer's advice does not release the Customer from its obligation to test the semi-trailer supplied in order to determine its suitability for the processes and uses for which it is intended.
13.2. Lecitrailer shall not be liable for any damages caused by defects in the semi-trailer, except where it is expressly obliged to do so by virtue of the applicable legal regulations. Furthermore, Lecitrailer shall not be liable for incidental, indirect or consequential loss or damage, loss of profit, loss of production or profits, or semi-trailer development risks.
13.3. If Lecitrailer is compelled to accept any liability for damages suffered by the Customer, this liability shall in any case be limited to an amount equal to the amount of the order price for the semi-trailer causing the damage, unless an applicable mandatory law imposes a higher quantitative limit on Lecitrailer.
13.4. The Customer shall be solely liable, exonerating Lecitrailer in the above for any damages that may arise to its own employees, or third parties, due to improper use, storage, upkeep, maintenance, handling or processing of the semi-trailers. In particular, and by way of illustration, when it has not observed the indications, warnings or instructions that Lecitrailer may have provided in this regard.
13.5. Lecitrailer shall not be liable in any case to third parties for causes beyond its control, including non-compliance by the Customer with the regulations applicable to products and chemical substances. The Customer shall hold Lecitrailer harmless from any liability for any claims, damages and/or losses arising, directly or indirectly, from the breach of the obligations assumed by the former by virtue of their contractual relationship.
13.6. In the event of a special campaign or a product recall, caused by legal reasons or voluntarily by Lecitrailer, Lecitrailer is authorized to inform the Customer and require, within a specified period, that the vehicle be subjected to a service at one of Lecitrailer's own After Sales Service Depots or workshops authorized by Lecitrailer's warranty service.
14.1. In the event of force majeure or any unforeseeable event at the time of conclusion of the contract, such as natural disasters, fires, pandemics, adoption of administrative measures, legal lockouts, any lack or shortages of raw materials or power, and those that are not attributable to Lecitrailer, Lecitrailer shall not be liable for the delay or failure to perform its obligations to the Customer.
14.2. Lecitrailer may extend the delivery periods in the event that such cases and events are of a temporary nature or cancel the contract in the event that they are not of a temporary nature, make the supply or performance of the goods or services essentially impossible or difficult, or if it cannot be reasonably foreseen when they will cease. The same rule shall apply when such events and occurrences affect Lecitrailer's suppliers. If the force majeure event lasts for more than two months, Lecitrailer or the Customer may consider the current orders to be cancelled and without effect, without this giving rise to any damages or compensation whatsoever in favour of the Customer.
15.1. The Customer is aware that Lecitrailer stores the data arising from the contractual relationship for the purpose of data processing and that it reserves the right to transfer the data to third parties insofar as this is necessary for the performance of the contract (e.g. insurance companies or financial institutions).
15.2. The Customer agrees that business data transferred to Lecitrailer within the framework of the business relationship (e.g. balance sheets, progress reports, business plans, banking information, etc.) may be processed by Lecitrailer and its related companies, and may be transferred to and used by third parties, provided that this processing is caused by the business relationship.
15.3. Personal data shall only be stored by Lecitrailer in accordance with the relevant statutory provisions. Data protection declarations in other documents should be consulted for anything else.
15.4. This declaration of consent is made on a voluntary basis and may be cancelled at any time by the Customer by exercising its rights under the applicable data protection regulations by notifying Lecitrailer at its registered office, Camino de los Huertos, s/n, Casetas, Zaragoza, CP 50620, or by sending an e-mail to protecciondatos@lecitrailer.es.
16.1. Relations between Lecitrailer and the Customer shall be governed by general common Spanish Law (Commercial Code, Civil Code, and other national regulations). In the event that the Customer is a foreign company, the applicability of the United Nations Convention on the International Sale of Goods (CISG) is expressly excluded, as well as the Vienna Convention on the International Sale of Goods of 1980 and any other supranational rule of law.
16.2. In dealing with all litigious matters arising from the contractual relations subject to the GCSEC, Lecitrailer and the Customer submit to the sole jurisdiction of the competent Courts and Tribunals of the city of Zaragoza, expressly waiving any other jurisdiction that may correspond to them. Notwithstanding the foregoing and, if so desired, Lecitrailer may take legal action against the customer before the courts in the latter's domicile. The mandatory legal provisions in this area shall in any case remain unaffected
Update on 22/07/2022, Lecitrailer, S.A.