Terms & Conditions
General Business Purchasing
1. SCOPE AND ACCEPTANCE
1.1. These General Purchasing Terms and Conditions (“General Terms & Conditions”), together with the Particular Conditions included in the quotation above (“Quotation”), set out the terms under which the Purchaser (identified in the Quotation) purchases the products defined in the Quotation (“Products”) from LuxQuanta Technologies, S.L. (“LuxQuanta”). The General Terms & Conditions and the Quotation shall be referred to together as the “Agreement”.
1.2. The return of this Agreement by the Purchaser with his signature shall imply acceptance of the General Terms & Conditions and the Quotation.
2. PRODUCTS
2.1. The Products provided under this Agreement shall be provided by LuxQuanta to the Purchaser in accordance with these General Terms & Conditions for the sale and delivery of the Products, the particular conditions for the delivery of the Products as stated in the Quotation.
2.2. Products will be sold and delivered in accordance with the usual standards and procedures of LuxQuanta, which shall keep the Purchaser regularly informed of its evolution.
2.3. LuxQuanta and Purchaser will always cooperate in accordance with the principles of good faith and effectiveness so that the Products are successfully delivered.
2.4. The sale and delivery of the Products by LuxQuanta shall include all items described in the Quotation.
2.5. Products will include a security label or warranty seals consisting of a round sticker displaying “Warranty void if seal broken”. In the event such security label is broken, the warranty of the Products set forth in section 4 will not apply.
3. CONSIDERATION AND PAYMENT
3.1. In consideration for the sale and delivery of the Products, Purchaser shall pay LuxQuanta the amounts set forth in the Quotation.
3.2. LuxQuanta will invoice 50% of the price of the Products upon acceptance of the Quotation by the Purchaser, and the remaining 50% of the price shall be invoiced within fifteen (15) days after delivery of the Products to the Purchaser.
3.3. Reasonable product customization shall be included in the price.
3.4. Enforceable withholding taxes or tributes shall be applied to the referred amounts, when appropriate, in accordance with the applicable law, including, without limitation, the corresponding value-added tax.
3.5. The payment of the corresponding consideration set forth in the Quotation shall be fulfilled by bank transfer to the account identified in the corresponding invoice sent by LuxQuanta to Purchaser.
3.6. Invoices shall be paid no later than thirty (30) days from the invoice date.
4. LOGISTICS AND DELIVERY
4.1. LuxQuanta sells and delivers all its Products under Ex Works (EXW) conditions (Incoterms 2020).The place of delivery of the Products shall be the one set forth in the Quotation.
4.2. Otherwise, reasonable expenses incurred by LuxQuanta in the delivery of the Products shall be borne by Purchaser subject to prior approval of Purchaser.
5. NON-CONFORMITY AND WARRANTY
5.1. LuxQuanta warrants that the Products conform to the applicable specifications and other requirements set forth in this General Terms and Conditions and the Quotation and shall, for a period of six (6) months from the date of delivery, be free of any non-conformances, on the condition that the Product has completely been paid for (the “Warranty Period”).
5.2. Purchaser agrees to inspect the Products immediately upon delivery and to notify LuxQuanta within fifteen (15) days of such delivery of any reason whereof it alleges that the Product is not in good condition. If such notice is not sent by the Purchaser to LuxQuanta or sent after such fifteen-day term, the Product shall be deemed to be in accordance with this Agreement, and the Purchaser shall be deemed to have accepted the Products.
5.3. If LuxQuanta is obliged to provide warranty due to non-conformances during the Warranty Period, LuxQuanta shall, at its discretion, either repair or provide replacement of the non-conformity Products free-of-charge, always in accordance with section 5.6.
5.4. Unless otherwise mandated by applicable law, the Warranty Period does not restart if the Purchaser receives a repair or replacement of the Product. LuxQuanta reserves the right to modify this warranty at any time, at its sole discretion and without notice to the Purchaser.
5.5. LuxQuanta reserves the right to inspect the Products or components of Products returned from Purchaser in order to determine the cause of the non-conformity.
5.6. This warranty does not cover expendable or consumable parts and Product problems related to the following:
5.6.1. Products damaged during shipping due to insufficient or improper packaging;
5.6.2. Consumable parts such as batteries, unless damage has occurred due to a defect in materials or workmanship;
5.6.3. Damage caused by improper handling of the Products by Purchaser or third parties or use of force;
5.6.4. Damage caused by force majeure;
5.6.5. Damage caused by normal wear and tear of parts, scratches, surface rust or deterioration, improper use, improper storage, improper testing, negligent use of improper voltage or current, accidental damage, abnormal or unusual use, use of unauthorized accessories or modules, use contrary to the operating instructions, improper operating temperature/environment, or lack of regular maintenance;
5.6.6. Product repaired, dismantled, or altered by unauthorized technical personnel;
5.6.7. Damage caused by computer viruses;
5.6.8. Removed security labels, warranty seals, or serial number stickers which void our warranty.
5.6.9. Any other causes not due to LuxQuanta.
5.7. Section 5.5 shall also apply for defects and damages or non-conformities caused due to the fact that the Product was not used according to the provisions of the corresponding Product-specific documentation.
6. SUPPORT AND MAINTENANCE. OBSOLESCENCE
6.1. The Products’ service life is six (6) years, throughout which LuxQuanta will provide software updates (including, but not limited to, solving of bugs, overall functioning, software and firmware upgrades, etc.) free of charge. Any required updatesbeyond such service life shall be charged and invoiced separately.
6.2. LuxQuanta will be responsible for providing support and maintenance services on the Products during the first two (2) years as of the date of acceptance of the Quotation, free of charge. After such a two-year period, Purchaser may opt for a flat annual fee equal to ten percent (10%) over the listed Product price, which shall be payable each calendar year in advance (during the last 30 days of the immediately precedent calendar year).
7. LIABILITY
7.1. LuxQuanta sells and delivers all its Products with high protection and in accordance with the corresponding regulations and legislation. Due to the complexity of the technology that composes the Products, LuxQuanta cannot guarantee that the Products will work for particular purposes, applications, or combinations. Therefore, LuxQuanta does not guarantee or take responsibility if the Products are not appropriate for the Purchaser’s specific purposes. LuxQuanta only warrants that the Products meet the specifications published by LuxQuanta at the time of the Purchaser’s acceptance of the Quotation.
7.2. LuxQuanta does not warrant that the Product will be free from vulnerability, intrusion, attack, or other damage and does not warrant that the Product will be uninterrupted or error-free.
7.3. Where applicable, the maximum liability of LuxQuanta with regard to claims by the Purchaser shall be equal to the consideration established in the Quotation and shall not extend to any direct or indirect losses caused by inadequacy, malfunction, shutdown, or legal process. LuxQuanta’s responsibility for warranty claims is limited to repair or replacement.
7.4. The Purchaser shall indemnify and hold LuxQuanta harmless from any claims brought by third parties against LuxQuanta based on any infringement of this Agreement, the use of the Products, or the materials, documents, or other information submitted by the Purchaser (including, without limitation, for infringement of any third party intellectual property rights).
8. RELATIONSHIP BETWEEN THE PARTIES
The sale and delivery of the Products and the Agreement do not create any labor relationship between LuxQuanta and the Purchaser and their employees.
9. RESTRICTIONS ON USE
9.1. Purchaser has no right to resell the Products or any part of the Products, in any form, shape or even as a component of another product.
9.2. The Purchaser is only entitled to use the Product internally for its own purposes and not for any other purposes. Without limitation, the Purchaser shall not: (i) sell, offer, distribute, market, lease, or otherwise transfer the Product or any rights in the Product; (ii) develop, modify, merge, integrate, or incorporate the Product into other products.
9.3. Any use of the Product for demonstration and conference purposes shall be communicated by the Purchaser to LuxQuanta. For the avoidance of doubt, such communication is mandatory.
The Products (in whole or in part) are subject to export control and import regulations for dual-use items. Consequently, there may be prohibitions on use, territorial or personal limitations, or the need to apply for licenses for the use of the Products.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. LuxQuanta shall retain both legal and beneficial ownership of the Products until the full amount due is paid for any past or present delivery of the Products, as well as for any other payments required under other agreements.
10.2. LuxQuanta shall be the owner of any intellectual property rights and copyrights over the Products.
10.3. The Purchaser may not decompile, disassemble, reverse engineer, or otherwise attempt to decompose the Products or the technology contained in such Products (including, without limitation, any software) by any means whatsoever. The Purchaser may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Products. All rights not expressly granted herein are reserved by LuxQuanta.
10.4. The Purchaser shall be solely responsible for ensuring that the materials, documents, or other information submitted by them do not infringe on the intellectual property rights or other rights of third parties.
11. TERM
11.1. These Terms and Conditions (T&C) and the Quotation shall enter into force upon acceptance by the Purchaser and shall remain in force for the duration of the Purchaser's use of the Products.
11.2. Either party may terminate this Agreement in the event of a serious breach of the obligations outlined herein by the other party. The breaching party must be notified of the breach, and they shall have a maximum of fifteen (15) business days to remedy the breach. If the breach persists beyond this period, the non-breaching party may terminate the Agreement without prejudice to any compensation for damages and losses incurred.
11.3. In case of termination, for whatever cause, the following Sections shall survive: 3.2, 7.4, 9, 10 and 12.
12. CONFIDENTIALITY
12.1. LuxQuanta and the Purchaser agree to maintain the confidentiality of any information or scientific or technical data accessed during the delivery of the Products ("Confidential Information"). Both parties undertake to keep such information confidential, even beyond the termination or expiration of this Agreement. For clarity, (i) the terms and conditions of this Agreement are considered Confidential Information; (ii) [specific information] is deemed LuxQuanta’s Confidential Information.
12.2. LuxQuanta and Purchaser agree to take all necessary measures to ensure the confidentiality of the Confidential Information and not to use it for any purpose other than the execution of this Agreement on the terms agreed between LuxQuanta and the Purchaser.
12.3. LuxQuanta and the Purchaser may only disclose Confidential Information to personnel who require access for the purposes of this Agreement. Both parties shall ensure that such personnel are bound by confidentiality agreements with terms and conditions equivalent to those outlined in this clause.
12.4. Obligations related to the Confidential Information do not include information provided or any part thereof that can be proved:
12.4.1. That it was of public domain prior to its receipt;
12.4.2. That it became of public domain after its receipt by the receiving Party without any responsibility for its disclosure;
12.4.3. That has to be disclosed by express mandate of law, order from the competent authority, decree, regulation or other rule; or
12.4.4. The disclosure of which must be authorized in accordance with the terms provided in the following clause.
12.5. PERSONAL DATA PROTECTION
For the processing, whether electronically or otherwise, of any Party's personal data for any purpose, and for the transfer of such data to other entities or individuals, the Party seeking to process or transfer the data must obtain prior express authorization from the affected Party, in accordance with the provisions of the General Data Protection Regulation, the Spanish Organic Law of Personal Data Protection, and its implementing regulations.
13. NOTIFICATIONS
All notices and communications required by either party under this Agreement shall be in writing and may be delivered personally or by registered mail or burofax with acknowledgment of receipt. Such notices shall be sent to the addresses provided by each party upon the execution of this Agreement or subsequently.
14. APPLICABLE LAW AND JURISDICTION
14.1. This Agreement shall be governed by the laws of Spain.
For the resolution of any dispute arising out of this Agreement, the Parties submit to the exclusive jurisdiction of the courts of the city of Barcelona. IN WITNESS WHEREOF, the Purchaser has caused these Terms & Conditions to be executed by their duly authorized representative/s.