GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale (GTC) apply to all our sales and constitute the primary basis of the commercial relationship between SPORT WEAR ARGENTONA, S.A. (hereinafter referred to as SPW Fabrics) and the Buyer. Consequently, any orders placed imply full acceptance of these GTC by the Buyer.
1. GENERAL INFORMATION ABOUT THE SELLER
Company Name: SPORT WEAR ARGENTONA, S.A. (hereinafter SPW Fabrics)
Tax ID: A61806360
Registered Address:
CL Camí del Cementiri 4
08319 Dosrius, Barcelona
SPAIN
Phone: +34 937 414 693
Email Address: info@spwear.es
2. SCOPE AND DEFINITIONS
The purpose of these General Terms and Conditions of Sale (GTC) is to define the rights and obligations of the Buyer and SPW Fabrics regarding the sale of products offered by SPW Fabrics.
Definitions
- Buyer or Customer: User who has purchased one or more products.
- Seller: The company SPORT WEAR ARGENTONA, S.A., hereinafter referred to as SPW Fabrics.
- Parties: The Buyer and the Seller.
- Purchase Order or Pre-Order: A document or email sent by the Buyer to the Seller indicating the proposed purchase of the product(s), corresponding identification details, and the desired delivery date.
- Order Confirmation: A written document of order acceptance sent by the Seller to the Buyer, containing: the description of the product(s) sold, product code(s), color description(s), quantity, price per meter, delivery time, and payment terms.
- Order: Product(s) purchased by the Customer with an Order Confirmation issued by SPW Fabrics.
- Technical Sheet: Documentation prepared by SPW Fabrics containing the technical details of the products for sale.
- Product(s): Product(s) sold by SPW Fabrics.
These GTC apply to all sales of Products. By simply placing an order, the Buyer fully, completely, and unreservedly accepts these GTC, which take precedence over any other documents from the Buyer unless expressly agreed otherwise and signed by both Parties. Acceptance also implies that the Buyer has read the conditions in the Technical Sheet for the Products included in the order.
The Buyer’s acceptance of these GTC may be formalized by any means that provide evidence of consent, such as a handwritten or electronic signature of the GTC preceded by the words “Read and Accepted,” clicking to accept the GTC on the SPW Fabrics website, or via email exchanges.
The Buyer’s consent to these clauses shall be considered obtained, in particular, from any Buyer with legal relationships with SPORT WEAR ARGENTONA, S.A., unless the Buyer explicitly notifies their opposition to these general conditions within 8 calendar days of receiving the first invoice from SPW Fabrics, paying the first invoice, or using or accessing SPW Fabrics’ website (www.spwear.es) to perform any action, whether a simple visit, placing, or tracking orders. For these purposes, merely accessing the website confirms the Buyer’s acceptance of these terms.
Any document other than these GTC is for informational and reference purposes only, non-contractual, and subject to revision at any time.
SPW Fabrics reserves the right to modify the GTC at any time without prior notice. The applicable GTC are those in force at the time the customer’s order confirmation is issued.
The present GTC are published on the SPW Fabrics website, can be downloaded from www.spwear.es, and are systematically sent or provided to each Buyer upon request, enabling them to place an order. These GTC or a reference to them also appear in the order confirmations issued to the Customer.
SPW Fabrics employees are not authorized to interpret these terms unless expressly agreed by a legal representative of SPW Fabrics.
3. INDUSTRIAL AND INTELLECTUAL PROPERTY
The Buyer agrees not to commit any act that may infringe upon the industrial or intellectual property rights of the products, whether registered or not.
4. PURCHASE ORDER OR ORDER CONFIRMATION
Issuing an order, through any written means, must refer to the Products and implies full and complete acceptance of these GTC.
Purchase Order
Orders may be placed via email, fax, letter, or any other method that provides written evidence of the order. Orders placed via mobile applications are not considered valid.
Any extensions or modifications to orders will be treated as new orders and will require the express acceptance of SPW Fabrics.
Order Confirmation
All purchase orders or pre-orders made to SPW Fabrics are subject to confirmation upon receipt of the order. A sale shall not be considered final until the official order acknowledgment is issued by SPW Fabrics, at which point it becomes binding for both parties.
In the event of discrepancies between the text of the order and the order confirmation, the latter shall prevail. Notwithstanding the above, if the acceptance differs in any way from the order, the customer may raise objections within 3 business days of receipt of the confirmation. If no objections are made within this period, the confirmation will be deemed accepted as written.
Conditions
Effectiveness of the Confirmation
If SPW Fabrics accepts the order, it must verify the availability of the requested product as well as the payment made by the Buyer. The Buyer will be notified through the issuance of an order confirmation (“the order confirmation”).
This order confirmation will be sent by email and will become effective from the date of sending.
5. DELIVERIES
If there is no email confirmation, the order will not be processed.
Deadlines: Once the order has been confirmed, delivery will be carried out according to SPW Fabrics’ forecast, which will be communicated to the customer, i.e., as soon as the fabric is available in the warehouse.
Location: Delivery will be made to the postal address provided by the Buyer.
Transfer of Risk and Product Costs: The risk of the product will be the responsibility of the Buyer from the moment of delivery. Notwithstanding the above, and despite having completed the delivery, the Buyer will not acquire full ownership of the product until SPW Fabrics receives full payment of all due amounts, including any applicable shipping costs.
SPW Fabrics assumes responsibility for the transfer of risk for prepaid shipments until delivery at the destination. For shipments with freight collect, SPW Fabrics is only responsible until the product leaves its warehouse.
6. RETURN OF PRODUCTS / RIGHT OF WITHDRAWAL
Under no circumstances will SPW Fabrics accept returns of merchandise without prior agreement with the Buyer. A period of 30 days is established from the date the product is received by the Buyer, during which the Buyer must notify SPW Fabrics of their intent to return the product, justify the reason for the return, and agree on the return procedure with SPW Fabrics. In any case, notifications from the Buyer to SPW Fabrics must be made in writing and in a verifiable manner.
Returns will not be accepted unless approved by the Quality Department.
Returns or shipments of goods to SPW Fabrics’ facilities, whether for reimbursement, replacement, or repair, must be made with prepaid shipping.
If the Buyer explicitly or implicitly announces that they refuse to accept the purchased merchandise, either fully or partially, they will be required to compensate SPW Fabrics for the meters that have been manufactured, are in the manufacturing process, or are completed and available to the Buyer, at the value stipulated in the order confirmation document.
7. REJECTION OF ORDERS AND/OR DELIVERY
Delivery of Orders:
For the purposes of these Terms and Conditions, “delivery” or “order delivered” shall be understood to occur when the receipt of the goods is signed by the carrier at the delivery address indicated by the Buyer in their website registration, by email, or through another means. If the Buyer’s carrier makes the delivery, receipt occurs at SPW Fabrics.
Refusal to Process an Order:
SPW Fabrics reserves the right to withdraw any product from the website at any time and/or to remove or modify any material or content thereof. Although SPW Fabrics will strive to process all orders, exceptional circumstances may arise that require the rejection of an order after sending the “Order Confirmation.” SPW Fabrics reserves the right to do so at any time, at its sole discretion.
SPW Fabrics will not be liable to the Buyer or any third party for withdrawing any product from the website, regardless of whether the product has been sold or not, removing or modifying any material or content from the website, or refusing to process an order once the “Order Confirmation” has been sent.
8. PRICES AND PAYMENT TERMS
PRICE:
The price of the products will be as stipulated at any given time on the SPW Fabrics website, except in cases of manifest error. Although SPW Fabrics strives to ensure that all prices listed on the website are correct, errors may occur. If SPW Fabrics discovers an error in the price of the products ordered by the Buyer, the Buyer will be informed as soon as possible and given the option to reconfirm the order at the correct price or cancel it. If SPW Fabrics is unable to contact the Buyer, the order will be considered canceled.
SPW Fabrics is under no obligation to supply the product(s) at the incorrect lower price (even if the “Order Confirmation” has been sent).
All prices include Value Added Tax (VAT) in accordance with applicable legislation. However, depending on the delivery location, shipping and processing costs and taxes may apply and will be communicated and added to the final price.
PAYMENT METHODS:
SPW Fabrics accepts the following payment methods:
- Bank Transfer: Payment details will be provided via email.
- Direct Debit: Available for domestic customers.
- Debit or Credit Card (Visa or Mastercard): Accepted for amounts below €1,500.
Credit card details are sent directly to the corresponding payment gateway for settlement with the bank. No one at SPW Fabrics has access to credit card information, either during or after payment.
The bank statement will show a charge from SPW Fabrics. If the bank authorizes the card payment, SPW Fabrics will process the order.
Invoicing:
The Buyer authorizes SPW Fabrics to issue invoices in electronic format, which will be sent to the email address provided by the Buyer.
Billing Deadlines:
Billing deadlines will be agreed upon between the customer and SPW Fabrics, with a maximum period of 60 days.
Fees:
In the event of a returned direct debit or any other bank fees incurred by SPW Fabrics, these costs will be borne by the customer.
9. LIABILITY
The Buyer is a professional and, as such, is solely responsible for the selection of the Product requested in an order. Therefore, it is the sole and exclusive responsibility of the Buyer to ensure, prior to use, that the Product ordered is suitable for the specific purpose for which it is intended, holding SPW Fabrics harmless in this regard.
Additionally, any study, plan, or report provided by SPW Fabrics based on data supplied by the Buyer is approximate and must be verified by the Buyer before placing an order.
SPW Fabrics shall not, under any circumstances, compensate the Buyer or accept order cancellations due to the Buyer’s inability to use an acquired Product, regardless of the reason.
10. QUALITY
SPW Fabrics guarantees that all materials meet the quality specifications detailed on the website, in the product references, or in technical data sheets.
11. CLAIMS AND WARRANTIES
SPW Fabrics shall not be held responsible for damages resulting from improper use or handling of the product by the Buyer.
12. FORCE MAJEURE
If SPW Fabrics is wholly or partially unable to fulfill its contractual obligations due to Force Majeure, the fulfillment of the affected obligations will be suspended, without any liability on the part of SPW Fabrics (the Seller), for as long as reasonably necessary under the circumstances.
Force Majeure is understood to include any cause or circumstance beyond the Seller’s reasonable control, including but not limited to: strikes by suppliers, transportation, and services; failures of third-party supplies; transport system breakdowns; natural disasters; floods; storms; riots; labor strikes; work stoppages by the Seller’s staff or subcontractors; sabotage; acts, omissions, or interventions by any government or its agencies; accidental stoppages in the Seller’s facilities due to breakdowns, and other Force Majeure causes recognized by current legislation that directly or indirectly affect the Seller’s activities.
When a Force Majeure event occurs, the Seller will notify the Buyer as soon as possible, specifying the cause and its expected duration. Similarly, the Seller will inform the Buyer when the Force Majeure event ceases, specifying the time required to fulfill the obligations suspended due to the event. The occurrence of a Force Majeure event entitles the Seller to a reasonable extension of the delivery period.
If the Force Majeure event lasts longer than three months, the Parties will consult to seek a fair and adequate solution given the Seller’s difficulties. If no solution can be found within the following 30 days, the Seller may terminate the order without liability by providing written notice to the Buyer.
13. LEGAL FRAMEWORK, APPLICABLE LAW, AND JURISDICTION
For any disputes that may arise regarding the interpretation, validity, jurisdiction, compliance, or non-compliance with any clause in these terms and/or obligations concerning the other party under this contract—whether the other party is a consumer or a business entity engaged in commercial relations with SPW Fabrics—the Parties and Buyers or users expressly and exclusively submit to the jurisdiction of the Courts of Madrid, waiving any other jurisdiction that may apply.
These GTC are drafted in Spanish, and in case of translation into one or more languages, the Spanish version will prevail for interpretation or clarification purposes.
Consent to these clauses shall be deemed granted, particularly by any Buyer, user, or client engaged in commercial relations with SPW Fabrics, unless the client expressly notifies their opposition to these general terms within 8 calendar days of receiving the first invoice sent by SPW Fabrics, or through the use or access of SPW Fabrics’ website (www.spwear.es) for any action, whether it be a simple visit, formalization, or tracking of orders.
For these purposes, mere confirmation of access to the website by the client shall constitute express acceptance of these terms by the client, Buyer, or user.
14. DATA PROTECTION
The parties must comply with the obligations imposed on them respectively by Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, and any other legal provisions enacted for its implementation.
Each party shall be liable to the other for any damages caused as a result of failing to comply with the obligations established in the data protection regulations.
15. RETENTION OF TITLE CLAUSE
SPW Fabrics shall retain ownership of the goods sold until full payment of the principal price and any accessories. For this reason, if the Buyer is involved in judicial insolvency or pre-insolvency proceedings in any jurisdiction, SPW Fabrics reserves the right to claim, as the rightful owner, the goods sold or the resale price, should they remain unpaid, in accordance with applicable law.
To avoid any discrepancies, it is expressly established that this retention of title clause means that, as the Buyer does not acquire ownership of the goods until full payment of the price, the unpaid goods do not become part of the debtor’s estate in insolvency proceedings. Consequently, they remain outside such proceedings, and the creditor may claim and recover them either in their original form or as the monetary equivalent of the resale price received.
In this scenario, the indebted Buyer agrees, upon the creditor’s first request, to take all necessary measures to effectively transfer such goods to the Seller, even when the goods are held in deposit by a third party.
This clause is expressly agreed upon by the parties.
These General Terms and Conditions of Sale are drafted in Spanish, French, English, and other languages. In case of discrepancies, the Spanish version shall prevail, with the other versions serving as mere translations.
Last updated: March 18, 2021