Terms & Conditions

General Business Purchasing 

1.    SCOPE AND ACCEPTANCE

1.1.    These General Purchase Conditions ("General Conditions"), together with the Specific Conditions included in the provided estimate ("Quotation"), establish the terms under which the Client (identified in the Quotation) acquires the products defined in the Quotation ("Products" or "Product", interchangeably), as well as the services provided by LuxQuanta Technologies, S.L. ("LuxQuanta") (“Services”). The General Conditions and the Quotation shall be collectively referred to as the "Contract."

1.2.    The return of this Contract by the Client with their signature implies acceptance of the General Conditions and the Quotation.

1.3.    Each Quotation, in addition to technical specifications, price, and Product characteristics, will define the specific scope of contracted Services, commercial terms, and any other particulars agreed upon by the Parties.


2.    PRODUCTS

2.1.    The Products include main equipment, accessories, and accompanying packaging or containers. All products or services identified in any proposals, estimates, or order confirmations from LuxQuanta are also considered Products.

2.2.    Products will include a security label or warranty seal in the form of a round sticker with the message "Warranty void if seal is broken." This label is designed to ensure that the Product has not been tampered with, and breaking it may be interpreted as an indication that the Product has been altered, thereby invalidating the warranty in clause five of these General Conditions.

2.3.    The operation of the Products requires software developed by LuxQuanta, which is exclusively owned by LuxQuanta ("Software").

2.4.    Ownership of the Products transfers to the Client upon delivery and once the payments established in clause three of these General Conditions have been completed.

2.5.    LuxQuanta and the Client will cooperate at all times in good faith to ensure the successful delivery of the Products.

2.6.    If the Client requests LuxQuanta to provide services beyond those listed in the Quotation, such services shall be mutually agreed upon by the Parties in writing for each specific case, through a new estimate or an addendum modifying these General Conditions or the corresponding Quotation, and LuxQuanta shall be compensated based on the scope and content of the requested service.

3.    CONSIDERATION AND PAYMENT

3.1.    In exchange for the sale and delivery of the Products, the Client will pay LuxQuanta the amounts established in the Quotation.

3.2.    LuxQuanta will invoice 50% of the Product price upon acceptance of the Quotation by the Client, and the remaining 50% upon delivery of the Products to the Client.

3.3.    Once accepted, the Client commits to full payment of the agreed amount (100% of the price), regardless of whether the Products have been used and/or installed.

3.4.    Payments are non-refundable, and payment obligations are non-cancelable, unless otherwise stipulated by applicable law. If any amount is not received by LuxQuanta by its due date, interest on late payments may accrue monthly in accordance with Spanish Law 3/2004, of December 29, which establishes measures to combat late payment in commercial transactions.

3.5.    If, at any time, the Client is late in paying any invoice or otherwise breaches these Conditions, LuxQuanta may, at its discretion, suspend the provision of Services or withhold any shipment and may require the Client to prepay for future services or shipments.

3.6.    Any customization or personalization of the Product will be budgeted separately.

3.7.    Applicable withholdings or taxes will be applied to the amounts indicated in the Quotation, including, but not limited to, the corresponding Value Added Tax.

3.8.    Payment of the corresponding consideration set forth in the Quotation will be made by bank transfer to the account identified in the invoice sent by LuxQuanta to the Client.

3.9.    Invoices shall be paid no later than thirty (30) days after the date of the invoice.

4.    LOGISTICS AND DELIVERY

4.1.    LuxQuanta sells and delivers all its Products on Ex Works (EXW) terms (Incoterms 2020) LuxQuanta facilities. The delivery location for the Products shall be as specified in the Quotation.

4.2.    If Product reception has been agreed upon, and LuxQuanta requires it, the Client shall proceed with it promptly and, at the latest, within one (1) week. If the Client fails to carry out the reception within the specified period or unjustifiably refuses to proceed, the reception will be considered completed.

4.3.    The Client assumes full responsibility once the Products are available at the designated LuxQuanta location, including (i) loading the Products onto transport; (ii) shipping costs and risk of loss, customs clearance, insurance, and any other costs related to transporting the Products from the delivery location. The Client shall also ensure compliance with all applicable export and import regulations in the destination country.

4.4.    The risk of loss or damage to the Products transfers to the Client once the Products are made available at the agreed location.

4.5.    Shipping dates specified or communicated by LuxQuanta are approximate, and failure to meet or ship on these dates shall not be considered a breach by LuxQuanta.

4.6.    LuxQuanta shall not be liable for damages or penalties for delays in delivery or failure to notify any delays.

4.7.    Any claims for Product shortages or incorrect charges must be submitted to LuxQuanta within fifteen (15) days of the Client's receipt of the Products.

4.8.    If the shipment of the delivery is delayed at the Client’s request (or for any other reason within the Client's responsibility), a storage fee of zero point five percent (0.5%) of the invoice amount may be charged for each natural month starting the day after the availability of shipment has been announced.


5.    NON-CONFORMITY AND WARRANTY 

5.1.    LuxQuanta warrants the Products against defects in materials and workmanship, when used in accordance with applicable specifications and other requirements set forth in the Contract, for a period of three (3) years from the date of delivery, provided the Product has been fully paid (the "Warranty Period").

5.2.    The provided warranty shall cover any Product found to be defective due to normal use but excludes any Product or parts that have been accidentally damaged, disassembled, modified, misused, used in applications exceeding the Product specifications, neglected, improperly installed, or otherwise mistreated.

5.3.    This warranty does not cover consumable parts or components, nor Product issues arising from the following:

5.3.1.    Products damaged during shipping due to inadequate or improper packaging.
5.3.2.    Consumable parts, such as batteries, unless damaged due to a defect in materials or workmanship.
5.3.3.    Damages caused by improper handling by the Client or third parties or due to force.
5.3.4.    Damages due to force majeure.
5.3.5.    Wear and tear, scratches, rust, surface deterioration, improper use, storage, testing, negligence, accidental damage, abnormal or unusual use, unauthorized accessories or modules, or operation outside of proper environmental or maintenance conditions.
5.3.6.    Products repaired, disassembled, or altered by unauthorized technical personnel.
5.3.7.    Damage caused by computer viruses.
5.3.8.    Security labels, warranty seals, or serial number stickers that void the warranty.

5.4.    The warranty does not apply to defects or non-conformities resulting from improper use outside the specifications of the specific Product documentation.

5.5.    All third-party products sold by LuxQuanta will only carry the original manufacturer's warranty applicable to the Client.

5.6.    If LuxQuanta is required to provide warranty service due to non-conformities during the Warranty Period, LuxQuanta, at its discretion, will only repair or replace non-conforming Products or components free of charge.

5.7.    Unless otherwise required by applicable law, the Warranty Period will not restart if the Client receives a repaired or replacement Product.

5.8.    LuxQuanta reserves the right to inspect the Products or Product components returned by the Client to determine the cause of the non-conformity.

6.    SUPPORT AND MAINTENANCE. OBSOLESCENCE

6.1.    LuxQuanta will provide free support and maintenance services for the Products for the first two (2) years from the date of Contract acceptance. After this period, the Client may opt for an annual fixed fee of ten percent (10%) of the list price of the Products, payable in advance each calendar year (during the last 30 days of the preceding calendar year).

6.2.    These support and maintenance services include assistance with operational issues, support for errors that may arise in system use, and installation of software and firmware updates to improve functionality. Any necessary updates beyond this useful life will be billed separately.


7.    LIABILITY

7.1.    LuxQuanta sells and delivers all its Products with a high level of protection and in compliance with applicable regulations and legislation. Due to the complexity of the technology comprising the Product, LuxQuanta cannot guarantee that the Products will operate for particular purposes, applications, or combinations. Therefore, LuxQuanta does not guarantee or accept responsibility if the Products are unsuitable for the Client's particular purposes. LuxQuanta only guarantees that the Products meet the specifications published by LuxQuanta at the time of Contract acceptance.

7.2.    LuxQuanta does not guarantee that the Product will be free from vulnerability, intrusion, attack, or other damages, nor that it will operate uninterrupted or error-free.

7.3.    If applicable, LuxQuanta’s maximum liability for claims from the Client shall be equal to the consideration established in the Quotation and will not extend to any direct or indirect losses caused by inadequacy, malfunction, downtime, or legal process. LuxQuanta's warranty liability is limited to repair or replacement.

7.4.    The Client shall indemnify and hold LuxQuanta harmless from any claims by third parties against LuxQuanta based on any breach of this Contract, the use of the Products, or any materials, documents, or other information provided by the Client (including, but not limited to, any infringement of third-party industrial and/or intellectual property rights).


8.    RELATIONSHIP BETWEEN THE PARTIES

The Parties acknowledge that the legal relationship established by signing this Contract is commercial and shall not, under any circumstances, be understood to create any employment relationship. Each Party shall be exclusively responsible for its labor, tax, and social security obligations under applicable law.


9.    ASSIGNMENT AND SUBCONTRACTING

9.1.    The Client guarantees not to assign, in whole or in part, the rights and obligations set forth in this Contract to any third party without the prior express written consent of LuxQuanta.

9.2.    The Parties agree that LuxQuanta may subcontract all or part of the Services provided under this Contract with any third party, upon prior notice to the Client.


10.  USAGE RESTRICTIONS

10.1.    The Client has no right to resell the Products or any part thereof in any form, even as a component of another product.

10.2.    The Client is only entitled to use the Product internally for its purposes and not for any other purpose. Specifically, the Client may not: (i) sell, offer, distribute, market, lease, or otherwise transfer the Product or any rights thereto; (ii) develop, modify, merge, integrate, or incorporate the Product into other products.

10.3.    Any use of the Product for demonstration and conference purposes must be communicated by the Client to LuxQuanta. For clarity, this communication is mandatory.

10.4.    The Products (in whole or in part) are subject to export and import control regulations for dual-use items. As such, there may be usage prohibitions, territory or person restrictions, or the need to obtain licenses for Product use. The Client agrees not to export, re-export, transfer, or divert the acquired Product without obtaining the necessary licenses or permits from relevant government authorities. Furthermore, Product use in activities prohibited by export legislation is forbidden.

10.5.    Failure to comply with this clause by the Client shall be deemed a serious breach of the Contract and may lead to immediate termination, without prejudice to other legal actions LuxQuanta may take.


11.    INDUSTRIAL AND INTELLECTUAL PROPERTY

11.1.    The Client acknowledges LuxQuanta as the exclusive owner of all Industrial and Intellectual Property rights arising from the Products, the technology contained therein, and any of LuxQuanta's activities and services, including, but not limited to, applications, systems, codes, trademarks, patents, user guides, instruction manuals, data, and support materials, domain names, software, source code, improvements, industrial designs, trade secrets, and any creations or symbols along with their future modifications (“Rights”).

11.2.    The Client agrees not to register or apply to register the Rights mentioned above, nor to alter, modify, or remove them, expressly agreeing that nothing contained in this Contract grants any future rights over such Rights and refraining from any acts that might harm them.

11.3.    The Client may only use such Rights as expressly authorized by LuxQuanta. LuxQuanta grants no other license or use authorization to the Client regarding its property, other than as expressly detailed in the Contract.

11.4.    The Client may not copy, modify, adapt, decompile, disassemble, develop, or reverse-engineer or attempt to decompose the Rights, including the Products and the technology contained therein, except as expressly permitted under this Contract or applicable law.

11.5.    Likewise, the Client may not remove, alter, or hide any Product identification, copyright notices, or other Industrial and/or Intellectual Property notices from any Rights.

11.6.    All rights not expressly granted in this Contract are reserved by LuxQuanta.

11.7.    The Client shall be solely responsible for ensuring that materials, documents, or other information provided in connection with this contractual relationship do not infringe third-party Intellectual or Industrial Property rights or other rights.

11.8.    For software developed by LuxQuanta and contained in any of the Products and all related documentation, LuxQuanta does not transfer ownership, which remains with the company, but only grants the Client a non-exclusive license to use the software, limited to use related solely to Product operation. This license is transferable only with the transfer of ownership of the Product in which it is used.

11.9.    For matters not regulated by this Contract, the Parties refer to the current Industrial and Intellectual Property regulations.


12.    TERM

12.1.    This Contract shall take effect upon acceptance by the Client and shall remain in force as long as the Client continues to use the Products.

12.2.    Notwithstanding the foregoing, the Contract may be terminated by either Party, without prejudice to the Client's pending payment obligations, under the following circumstances:

-    If one Party breaches the obligations assumed under this Contract and if such breach is not remedied to the reasonable satisfaction of the other Party within fifteen (15) days from notification, without prejudice to the damages the breaching Party may be obligated to cover. In case of the Client’s breach of payment obligations, in addition to the terms set out in this paragraph, the Client shall pay the late interest stipulated in this Contract, and LuxQuanta reserves the right to suspend service without maintenance obligations for the Products.
-    If either Party is subject to a voluntary or legally imposed dissolution process, with or without liquidation, cessation or suspension of business activities, a judicial seizure or administration of the company, bankruptcy, or insolvency proceedings.
-    By mutual agreement of the Parties.


12.3.    In any of these cases, the Parties agree that the Client will pay all amounts due up to the termination date.

12.4.    Termination of the contractual relationship shall not prevent LuxQuanta from exercising any other right or remedy available under these Conditions or applicable laws (e.g., claims for damages).

12.5.    The Parties agree that the provisions of this Contract that explicitly or implicitly intend to remain in effect after termination or expiration for any reason shall survive and remain binding, including, without limitation, clauses regarding Intellectual Property rights, Confidential Information, warranty exclusions, liability limitations, responsibilities, and applicable law and jurisdiction.


13.    CONFIDENTIALITY

13.1. Confidential Information shall include, without limitation, programs and sample Products, algorithms, computer systems, techniques, documentation, procedures, formulas, inventions, patents, improvements, concepts, methodologies, know-how, files, memorandums, reports, plans, price lists, client lists, investors, employees, business and contractual relationships, business forecasts, market plans, financial information, price lists, and budgets, as well as any other information related to the activities of the Parties and/or any group companies, as applicable.

13.2. Confidential Information shall also include, without limitation:

-    Documentation previously provided by one Party to the other.
-    Any information disclosed by one Party to the other during the course of the contractual relationship and related to the above.
-    Information acquired by the Parties through observation or other means during any potential visit or meeting between the Parties.
-    Information or any other type of work developed by either Party.
-    Discoveries, ideas, products, and innovations of any kind generated within the framework of the contractual relationship.
-    Any information disclosed prior to the entry into force of this Contract.
-    The content of this Contract, as well as technical, commercial, or other types of information exchanged between the Parties as a result thereof.

13.3. The Client agrees to maintain the strictest confidentiality with respect to Confidential Information, informing its employees, associates, and any person who, due to their relationship with the Client, must have access to such information of this duty of confidentiality, and the Client shall be directly responsible for them.

13.4. The Client also agrees, in all cases, to the following obligations:

-    Limit the use of Confidential Information to what is strictly necessary.
-    Not use Confidential Information for its benefit or for the benefit of any third party other than LuxQuanta.
-    Not disclose, reveal, copy, reproduce, or record all or part of the Confidential Information received in any physical or electronic/computer medium, except with prior written authorization from LuxQuanta. In such cases, any copy or reproduction of Confidential Information, provided it has been authorized, shall remain the property of LuxQuanta and shall be subject to the restrictions and obligations established in these Conditions.
-    Inform LuxQuanta of any breach of Confidential Information of which it is or becomes aware, caused by a breach of the Contract or the infidelity of persons who have accessed the Confidential Information. Such notification does not exempt the Client from liability, and failure to comply may result in the responsibilities arising from such omission.
-    Make its best efforts and cooperate with LuxQuanta to restore any breach of this Contract resulting from a disclosure or the infidelity of third parties who have had access to the Confidential Information.

13.5. Upon termination of the contractual relationship or upon LuxQuanta’s request, at any time, the Client shall return to LuxQuanta all documents and materials that contain the mentioned Confidential Information, which shall remain the exclusive property of LuxQuanta.

13.6. In case of the Client’s breach of its confidentiality obligation, it shall be required to compensate LuxQuanta for damages arising from such breach, without prejudice to LuxQuanta’s right to exercise any other rights to which it is entitled.

13.7. LuxQuanta’s claim for the compensation mentioned in this clause (or the Client's payment thereof) shall in no way release the Client from the obligation to maintain confidentiality.

13.8. The obligations relating to Confidential Information do not include information or any part thereof that can be proven:

13.8.1. To have been in the public domain before its receipt; 13.8.2. To have entered the public domain after its receipt by the receiving Party without liability for its disclosure; 13.8.3. To be required to be disclosed by express mandate of the law, order of a competent authority, decree, regulation, or other rule.

14.    PERSONAL DATA PROTECTION

14.1.    By accepting this Contract, the Parties acknowledge that the personal data of each Party to which the other Party has access will be stored in computerized files of each Party and will be processed for the purpose of managing the contractual relationship provided for herein.

14.2.     The Parties declare that they will comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation) (hereinafter, GDPR), and with Organic Law 3/2018 of 5 December on the Protection of Personal Data and the guarantee of digital rights (hereinafter, LOPDGDD), as well as with its implementing regulations.

14.3.    The Parties may exercise their rights of access, rectification, objection, erasure (“right to be forgotten”), restriction of processing, portability, and the right not to be subject to automated individual decision-making by contacting the email addresses provided for this purpose. If any Party believes that its rights have not been satisfied, it may file a complaint with the competent national data protection authority.

14.4.    In the event that the provision of services requires LuxQuanta to access personal data on behalf of the Client, LuxQuanta will act as the data processor for such Client data, while the Client will be the data controller. In this case, the Parties undertake to sign the corresponding data processing agreement in accordance with the applicable data protection regulations.


15.    NOTIFICATIONS

15.1.    All notifications and communications that either Party must make in writing prior to the execution of the Contract may be delivered in person or by certified mail or burofax with acknowledgment of receipt, to the addresses indicated by each of the Parties at the time of signing or thereafter.
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. 

16.    PARTIAL INVALIDITY

16.1.    If any clause of this Contract is declared totally or partially null or ineffective, such nullity or ineffectiveness shall only affect that provision or the part thereof that is null or ineffective, and the remainder of the Contract shall remain in force. The provision, or the part thereof that is affected, shall be considered as not included.

17.    APPLICABLE LAW AND JURISDICTION

17.1.    The Contract shall be governed by Spanish law.
17.2.    For the resolution of any disputes arising from this Contract, the Parties submit to the exclusive jurisdiction of the courts of the city of Barcelona.