By ordering or purchasing Products or Services as defined below from the company BASSTECH ENGINEERING GROUP, doing business as «HUBMASTER® Warehouse Automation Systems», Purchasers shall be deemed to acknowledge their unconditional, full and entire acceptance of the following general terms and conditions of sale (hereinafter «GTCS»).
1.DEFINITIONS
In the GTCS, the following terms and expressions, both in the singular and in the plural, shall have the following meaning:
«Purchaser» means any customer of HUBMASTER to whom Products are offered for sale, which are sold or invoiced pursuant to the GTCS.
«Product» means any product, system, or service, as described in a HUBMASTER quotation, regardless of their nature, and all documents associated therewith, which are submitted, provided, or sold to the Purchaser by HUBMASTER. A Product may be made of materials and/or software which may be subject of being shipped, installed and commissioned, as well as subject to preventive and corrective maintenance interventions.
«Installation» means the electro-mechanical assembly of the materials and components of a Product, the installation of any associated software or technology, including the commissioning to bring the Product into working condition.
«Intellectual Property Right» means any right relating to patents, trademarks, designs and models, copyrights, trade names, know-how or more generally any other intellectual property right belonging to or licensed by HUBMASTER, whether registered or not, on the Products.
«Confidential Information» means all information exchanged between HUBMASTER and the Purchaser, whether in writing, electronically or orally, including the Services, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
2.PRODUCTS
The prices, descriptions and all other information related to the Products stated in the catalogues, leaflets and price lists are provided for information purposes only and cannot be considered as binding conditions of the order. HUBMASTER reserves the right to amend the specifications, design, shape, dimensions or materials of its Products as illustrated and described in its catalogues and leaflets, without the need to amend the order or its delivery terms, when the modifications are considered as of superior quality.
3.TECHNICAL CONFORMITY
HUBMASTER is responsible to provide the CE Declaration of Conformity of the Products when applicable.
Unless otherwise agreed in writing with HUBMASTER, the Purchaser shall be responsible for the suitability of the ordered Products for compliance with the applicable Fire Regulations, for compliance to specific local Laws and regulations, building codes and all the necessary permits for the execution of the order.
Key Performance Indicators (KPIs) and relevant technical specifications of the Products, such as throughput speeds and accessibility time to stored goods, shall be clearly declared in the order. The KPIs shall be used to determine the expected performance of the Product and be used for the final evaluation at the Final Acceptance Tests (FAT). KPIs which have not been declared at the time of order and agreed in writing with HUBMASTER shall not be used for the evaluation of the technical conformity of the Products during the FAT.
4.ORDER
HUBMASTER’s offers and estimates are generally valid for one (1) month from the date of issue, unless otherwise stated, and the Products are limited to the materials and services specifically designated in the estimates. Any order in connection with the offers and estimates must therefore be sent within this validity period and HUBMASTER reserves the right to modify the prices and specifications if the order is placed after this time.
Our steel related prices are based on world carbon steel product prices published monthly by MEPS Steel Prices & Indices. HUBMASTER reserves the right to revise prices considering any significant movement in this index up to the date of the order from the date of quoting.
An order shall be considered as final only once HUBMASTER has confirmed the Purchaser’s order in writing, once the payment for order acceptance is received in full and once the technical specifications and drawings are confirmed by the Purchaser in writing.
An order that has been accepted by HUBMASTER can no longer be modified in any of its terms, however modifications requested by the Purchased may be accepted subject to additional costs and delivery timeframes. Such modification requires an amendment order and its acceptance in writing by HUBMASTER.
If an additional Product order is placed, under no circumstances shall the terms and conditions of an additional order prejudice those of the main order.
The specific Terms and Conditions in a quotation and the Conditions of Installation attached to a quotation, which is subject of an order, do apply and are incorporated by reference to this order and complement this GTCS.
5.INSTALLATION
The Installation of a Product shall be made according to the agreed project plan or the timeframe declared in the offer, depending on availability and manufacturing capacity at the time of order placement. Such project plan and delivery times, to be binding, will need to be confirmed and agreed upon in writing at order placement time and otherwise they shall remain as informative only.
In any event, HUBMASTER will not be able to comply with its announced installation times in the following cases:
- if the Purchaser has not complied with any of the terms of payment, or;
- if the Purchaser has not complied with any of the purchase order acceptance terms by not signing the detailed technical specifications and associated drawings, or;
- in case of force majeure. Force majeure shall be deemed to exist in case of any event outside HUBMASTER’s control that impedes its normal functioning at the stage of the manufacture, dispatch or installation of the Products;
- in case of an event such as a lock-out, partial or total strikes hindering the smooth functioning of HUBMASTER or one of its suppliers, sub-contractors or shipping agents, disruption of transport, of energy supplies, raw materials or spare parts, epidemic, war, requisition, fire, bad weather, natural disasters, equipment accidents, delays in transportation or any other cases generating a total or partial work stoppage, or;
- in case that the information to be provided by the Purchaser does not reach HUBMASTER in due time, particularly in case of changes or new specifications regarding the Products, or;
- in case that information provided by the Purchaser is not accurate, unclear or deficient, particularly in case of dimensional inaccuracies of the area of installation or the materials and their accessories to be handled and stored, or;
- in case of necessary repairs or fixes as results of unforeseen interferences or accidents during the supply, delivery or installation of the Products, whatever their reason or nature, origin or cause, or whenever other contractors are involved, or;
- in case of finding not suitable floors preventing the normal installation of the Products, unless these have previously been declared by the Purchaser and acknowledged by HUBMASTER in the offer, for reasons such as localized surface damage, insufficient slab resistance, slopes larger than the minimum requirements and any other obstructions in the way of the Product, or;
- in case of adverse weather conditions preventing the progression of the order.
Delays in the installation for these causes shall not create any liability for HUBMASTER. In any case, Delays of any type and cause shall not authorise the Purchaser to cancel the order, refuse receipt of the Products or claim damages, interest payments or penalties of any nature whatsoever, if these have not been clearly declared at the time of order placement and agreed in writing by HUBMASTER.
The Conditions of Installation attached to the HUBMASTER quotation apply and are incorporated to the order.
6.FREIGHT
When Transportation forms part of the Product supply and is included in the offer estimate, and unless otherwise expressly agreed in writing between HUBMASTER and the Purchaser, the materials making the Products shall travel and be delivered under DAP Customer Door (Delivery at Place). The Purchaser shall be responsible for the unloading of the Products, for checking deliveries upon receipt, for stating any reservations it may have and for asserting complaints. The purchaser is responsible for import clearance and any applicable local taxes or import duties.
The Purchaser shall inform HUBMASTER of any country specific import requirements and of any specific import licenses or import procedures. Unless otherwise agreed in writing between HUBMASTER and the Purchaser, all associated costs for the import and licensing of the Products into the country shall be borne by the Purchaser.
Any additional transportation costs caused by the Purchaser (in case of a mistake in the delivery address or not being able to accept deliveries in the agreed timeframes) shall be automatically be passed on to the Purchaser.
a) Claims: Notwithstanding the legal obligations, in order to be considered, any claim concerning the nature, type, characteristics, delivery slip or visible quality of the Products must be notified to HUBMASTER no later than eight (8) calendar days after receipt of the delivery.
b) Packaging: Packaging shall always be disposed of by the Purchaser and shall not be taken back by HUBMASTER.
c) Time of delivery: Time of delivery schedules are given as an indication only. The purchaser waives any compensation for actual differing schedules, which shall not result in any compensation, retention, or cancellation of orders in progress.
d) Staging: Risk transfers from HUBMASTER to Purchaser when the goods have been unloaded. The Purchaser is responsible for the safe and dry storage of the materials for the duration of the installation of the Products. The storage of the materials in outdoors, or exposed to weather conditions, shall require special packaging, and must be agreed with HUBMASTER in writing at order placement time and ahead of any deliveries. Any extra costs of special outdoor grade packaging shall be borne by the Purchaser and be added to the invoice.
e) Part-deliveries: HUBMASTER shall be authorized to make partial or whole deliveries or its own discretion, unless otherwise agreed in writing with the Purchaser.
7.MATERIAL HANDLING EQUIPMENT
All material handling equipment (MHE) which is necessary during the installation of the Products, or during preventive and corrective maintenance interventions, also during work to be carried out under warranty, is to be provided by the Purchaser. HUBMASTER shall do the direct rental of the MHE on request by the Purchaser and all charges by the supplier of the MHE will be billed by HUBMASTER to the Purchaser and a 25% handling fee will be levied.
The MHE may consist at least in one forklift, two scissor lifts and one crane. Depending on the conditions of the site, the availability of the MHE, or the Products to be installed, other specialized lifting equipment may be required.
8.DELAYS OUTSIDE OF OUR CONTROL
If a delivery or collection is delayed due to causes attributed to the Customer, the following storage fees will be charged by HUBMASTER:
- Fix cost of 0.10 €/kg material in terms of storage setup cost, with a minimum 900€ charge.
- A variable cost of 2.0 % of the total price of the stored Goods per month of delay with a minimum of 1 month.
When an installation is postponed for causes outside of HUBMASTER for more than three months, the installation price shall be subject to review.
9.RETURNS AND CANCELLATION OF ORDERS
The Purchaser must, before placing any order for a Product, ensure that the Product or Service meets his/her needs.
In general, returns of a delivered Product are not acceptable. In case of a return, this must be agreed in writing by HUBMASTER and the Purchaser shall be invoiced for a re-warehousing fee. In case of deterioration of the returned Product, the Purchaser shall also be invoiced for refurbishing costs. Any request for the return of Products manufactured especially or at the Purchaser’s request shall be refused.
The cancellation of an order is not accepted, and the Purchaser is liable for the payment of the full order value.
10.TECHNICAL SUPPORT AND MAINTENANCE
Access to priority technical support is granted if a specific preventive maintenance agreement provided by HUBMASTER has been ordered.
Technical support is provided by HUBMASTER or by an authorised technical service centre and is available to Purchasers, subject to a separate repair and preventive maintenance service agreement. HUBMASTER cannot guarantee a specific response time unless a preventive maintenance and repairs service agreement with guaranteed response times has been ordered by the Purchaser.
The Purchaser shall provide at its own cost a broadband internet connection for remote access to the Products installed, unless otherwise agreed in writing, regardless of whether technical support or preventive maintenance support has been ordered by the Purchaser from HUBMASTER.
The Purchaser shall be responsible for maintaining and keeping the HUBMASTER equipment in perfect operating condition, according to the applicable European Machine Directives, or other similar applicable directives in the region, and shall ensure that preventive maintenance services are contracted according to the HUBMASTER maintenance and operation manuals. HUBMASTER can provide preventive maintenance services on request.
11.SPARE PARTS
HUBMASTER shall ensure that original spare parts for the Products, or equivalent suitable replacement parts for those which are discontinued or superseded by alternative or superior specifications, are available for a period of ten (10) years.
HUBMASTER maintains a spare part program for the delivery of common components of the HUBMASTER System, for those Customised, not commercially available spare parts or components available with extended lead times, which excludes all structural components and those components which do not contain moving parts or of an electrical nature. The spare part program is available when preventive maintenance services are ordered by the Purchaser from HUBMASTER. Next-Day Currier costs are not included and will be billed separately.
Parts are issued when required with full standard warranty for as long as the original component manufacturer continues manufacturing them.
12.USE OF THE PRODUCTS
For the good use of the Products, it is the Customer’s responsibility to:
- Ensure the storage installation is regularly inspected and maintained, any damaged components repaired or replaced with identical new parts of the same manufacture, where possible.
- The provision of personnel trained in the use of the Products to operate the storage facility safely.
- Provide suitable protection components where needed.
- Ensure that all loads and stacks are stable.
13.TERMS OF PAYMENT
The schedule of payments is set as per the schedule of payments in the Product offer or purchase order agreement. Part-payment against part-deliveries of Products is possible and accepted by the Purchaser.
In case of non-compliance with a deadline corresponding to the agreed time limits for payment, late payment penalties at a rate of EURIBOR 12Mo + 8% shall be payable on the sums due, starting from the day after the payment due date in the invoice.
When a Purchaser places an order, immediate payment is due upon receipt of the invoice for order acceptance, unless different conditions are agreed in writing.
HUBMASTER reserves the right to withhold any further shipment, progression of installation, warranty interventions or supply of services conditional to the settling of overdue payments or arrears. In the event of non-payment, HUBMASTER reserves the right to rescind or annul the corresponding order. In such an event, the Purchaser shall immediately return the Products in question, without prejudice to any other damages which HUBMASTER may claim.
In case of late payment, HUBMASTER shall, in addition, be automatically entitled to an allowance for collection costs, including legal fees, without any prior formalities or notification. HUBMASTER shall automatically deduct from all discounts, rebates or reductions, the amount of late payment interest incurred by the Purchaser.
If an order is contested or performed only partially, payment shall remain due for the part of the order that is not contested or partially performed.
Payment shall be deemed to have been made on the date on which the Purchaser places the funds at the disposal of HUBMASTER or any party having taken over the latter’s rights and obligations.
HUBMASTER may, where it deems fit, modify payment periods, demand the payment of a deposit or a guarantee in the case of Purchasers who have previously failed to settle invoices, whose credit ratings have deteriorated, or whose guarantees have been reduced.
In case of postponing the delivery of an order at the Purchaser’s request, the terms of payment shall be unaffected and must be carried out on the scheduled dates. Delivery of materials at the Purchaser site, which cannot be received by the Purchaser for whatever reason, will be deemed as delivered for payment purposes as soon as they are available for collection.
14.RETENTION OF TITLE
HUBMASTER shall retain the title to the sold and/or delivered Products until actual payment of their full price including the principal amount and all incidentals. Failure to make any payments that are due may lead to the Products being reclaimed or its operation stopped.
The Purchaser is solely responsible for the maintenance of the Products until actual payment of their full price is made.
15.INTELLECTUAL PROPERTY
At no point in time shall the Intellectual Property Rights on the Products be transferred to the Purchaser. The Purchaser shall benefit only from a non-exclusive right to use the Products. HUBMASTER does not provide and shall not be required to provide detailed construction drawings or software codes.
The Purchaser may not reproduce or manufacture the Products and/or disclose or reproduce drafts, studies or documents of any kind coming from HUBMASTER, whether linked to the Products or not, without the prior written authorisation of HUBMASTER. Upon first request of HUBMASTER, the Purchaser must return to the latter, without delay, the drafts, studies, and documents belonging to it.
16.WARRANTIES
a) Warranty: The Products are covered by warranty as per a separate warranty declaration pertaining to the Products sold, valid upon condition that they were stored, installed and serviced according to the rules of best professional practice, applicable standards and the specifications set forth in HUBMASTER’s maintenance and operation manuals, by an authorized installation and service crew. The warranty period shall begin to run as from the date of substantial installation completion of the Products, regardless of any delays due to the late acceptance of the Products for whatsoever reason.
No warranty shall be granted for incidents arising from unforeseeable circumstances or events of force majeure, or for replacements or repairs resulting from normal wear and tear to the material, deteriorations or accidents resulting from malicious or negligent acts, faulty installation, surveillance or maintenance by non-authorized service crews, or use that is abnormal or does not comply with HUBMASTER’s instructions.
No warranty shall be granted in case of service interventions performed by non-authorised service teams and without the conformity of HUBMASTER in writing.
b) Extension of warranty: An optional extension of warranty may be put in place for certain Products; this is added to the Warranty Declaration and must be the subject of a written agreement between HUBMASTER and the Purchaser.
c) Obligations of the Purchaser: In order to avail itself of these provisions, the Purchaser must:
- inform HUBMASTER, without delay and in writing, of the defects that it ascribes to the Product and provide any documents and pictures that prove the reality thereof;
- enable HUBMASTER to confirm these defects and remedy them;
- in addition, refrain, except with the prior written consent of HUBMASTER, from carrying out the repair itself or having it repaired by a third party.
d) Assertion of claims under the warranty: In all cases where claims under it are asserted, the warranty shall be limited to the provision of a replacement product and shall exclude all other costs, charges, or indemnities. Products or parts replaced free of charge shall be taken back by HUBMASTER and shall return to the latter’s exclusive ownership.
e) Repairs: Unless expressly otherwise agreed, repair operations shall not give rise to any warranties other than for the proper performance of said operations.
f) Response times: HUBMASTER cannot guarantee a specific response time for warranty repairs unless a corrective maintenance service agreement with guaranteed response times has been ordered by the Purchaser.
g) Diagnostics: The costs of diagnostics of any Warranty claim are covered under the standard terms of Warranty. These costs shall be borne by the Purchaser and an advanced float payment towards these may be required prior to any service inspection and diagnostics. Such advance payment may be returned in case that the fault is deemed to be a Warranty fault.
17.LIABILITY
a) Liability for direct material damage: HUBMASTER shall not be liable for any direct material damage caused to the Purchaser that results from faults attributable to HUBMASTER in the performance of the sale, installation, commissioning, and operation of the Products.
HUBMASTER’s liability shall be strictly limited to the supply of Products that comply with the types and quantities specified by the Purchaser in its order and by HUBMASTER in its offers and estimates.
b) Liability for indirect and consequential damage and/or financial losses: Under no circumstances shall HUBMASTER be required to provide compensation for financial losses and/or indirect or consequential damage, such as in particular operating losses, lost profits, or commercial prejudice.
c) General provisions: Except in case of gross negligence of HUBMASTER and compensation for personal injury, HUBMASTER’s liability shall be limited, for all causes, to an amount which does not exceed the sums collected by HUBMASTER on the date of the claim concerning the provision of the Product that caused the damage in question.
The Purchaser warrants that its insurers or any third parties in a contractual relationship with it shall not bring any claims against HUBMASTER or its insurers over and above the limits, or for the exclusions, provided for above.
18.CONFIDENTIAL INFORMATION
HUBMASTER and the Purchaser acknowledge that in their course of dealings, both parties may acquire confidential and proprietary information of the other party, knowledge of its business activities and operations, its employees, trade secrets or any other information which by its sense or nature should reasonably be considered confidential.
The Confidential Information shall only be disclosed to employees, agents, or consultants with a need to know and who are under a written obligation to keep the information confidential.
HUBMASTER and the Purchaser shall not disclose the Confidential Information to any third parties unless required by Law.
19.PUBLICITY
HUBMASTER reserves the right to use images of the Product at the Purchaser’s location during installation, commissioning and running, for advertising purposes in marketing materials, for as long as these do not contravene the Confidential Information as per the GTCS.
HUBMASTER may only include the Purchaser in its customer list and describe in general terms the order in internal and external publications, success stories, references, presentations to customers, proposals and other marketing materials. Any announcement or disclosure to the media in relation to the provisions of the order shall not contravene the Confidential Information as per the GTCS.
20.PRIVACY POLICY
Personal data of the Purchaser shall be included within a file for automated processing by HUBMASTER and the Purchaser hereby provides the consent to such processing. The data will be kept for as long as necessary to fulfil for the management of business relationships between both companies in accordance with the General Regulations on the European Data Protection Act applicable in Spain.
21.APPLICABLE LAW – DISPUTES
The GTCS shall be governed by Spanish law. If no amicable agreement can be reached, it is expressly agreed that any legal dispute relating to the order shall be subject to the exclusive jurisdiction of the Barcelona Court of Justice.
22.PREVALENCE
The GTCS shall be the only applicable general terms and conditions and shall replace all other general conditions of the Purchaser, particularly all conditions of purchase, unless HUBMASTER has expressly agreed to an exemption previously and in writing.
In the event that HUBMASTER does not, at any given moment, avail itself of one of the provisions of the GTCS, this may not be construed as a waiver of the right to avail itself of any of the provisions of the GTCS at a later date.
23. VALIDITY
Conditions Valid at Release and Subject to Change. The terms and conditions outlined herein are valid and effective at the time of their release in December 2023. However, HUBMASTER reserves the right to modify, amend, or update these terms and conditions at any time without prior notice. Any changes made to these terms and conditions will become effective immediately upon their publication on HUBMASTER's website, and it is the responsibility of the user to review them periodically for updates.
GTCS v.2310.1