1. PRICES
The prices, quotations and offers provided by the Company are always stated as net amounts, excluding any applicable taxes (such as VAT), duties or charges. Unless otherwise agreed, all prices are on an EX WORKS Miranda de Ebro basis (Incoterms 2020).

2. TERMS AND METHODS OF PAYMENT
As a general rule, payment for the goods shall be made by bank transfer within a maximum of 30 days from the date of issue of the invoice.

3. LATE PAYMENT AND NON-PAYMENT
Failure to pay any amount by its due date shall automatically, and without the need for prior notice, give rise to late payment interest as provided for in Law 3/2004 of 29 December. Failure to pay a single instalment shall entitle the Company to declare the entire debt due and payable immediately, to demand immediate payment, and to immediately suspend any outstanding supplies or terminate any current contracts. In addition, the Customer shall be obliged to pay the fixed amount prescribed by law in respect of collection costs, without prejudice to compensation for any other duly justified expenses or greater losses.

4. SUPPLY AND DELIVERY TIMES

Delivery of the products is made by notification of availability at the Company’s premises in Miranda de Ebro under EX WORKS terms (Incoterms 2020). The delivery times indicated by the Company are provided for information purposes only and are estimates. Consequently, any failure to meet or delay in meeting these times shall not give rise to any right to compensation, penalties or damages, nor shall it entitle the Customer to cancel the order.

5. CONFORMITY AND ACCEPTANCE OF THE GOODS

The Customer is obliged to check the condition, integrity and quantity of the products at the exact time of delivery. Any reservations or claims regarding damage, breakages or missing items arising from transport must be noted on the carrier’s delivery note and communicated in writing to both the transport agency or freight forwarder and the Company within a non-extendable period of 48 hours from receipt.

6. WARRANTY

The Company warrants the products for a period of twelve (12) months from the date of the invoice against defects in manufacture or materials. This contractual warranty applies to transactions between professionals or businesses and supersedes any other warranty that might otherwise apply in consumer transactions. Consequently, the Parties expressly acknowledge that this sale is of a commercial nature and that the statutory warranty regime applicable to consumers and users does not apply.
The warranty is strictly limited to the repair or replacement of the defective product by the Company, and shall under no circumstances cover defects caused by misuse, negligence, lack of maintenance, unauthorised modifications or the natural wear and tear of the product.

7. LIMITATION OF LIABILITY
The Company’s total cumulative financial liability for any claim arising from the sale of products or services shall be strictly limited to the net price paid by the Customer for the specific Product giving rise to the claim. The Company shall in no event be liable for indirect damages, consequential financial losses, loss of production, business interruption, loss of profits or loss of earnings suffered by the Customer or by third parties.

8. INTELLECTUAL AND INDUSTRIAL PROPERTY

All drawings, technical documents, catalogues, photographs, videos, software and specifications provided by the Company are its exclusive property. The Customer formally undertakes to maintain the strictest confidentiality regarding these materials, not to disclose them to third parties and to refrain from any use or reproduction that may infringe the Company’s intellectual or industrial property rights.

9. FORCE MAJEURE
The Company reserves the right to suspend or postpone the performance of its contractual obligations in the event of force majeure or unforeseeable circumstances (including, but not limited to: strikes, lockouts, shortages of raw materials or energy, transport disruptions, government measures, pandemics or natural disasters) which prevent or significantly impede the fulfilment of the order. If the force majeure event persists uninterrupted for a period exceeding three (3) months, the Company may cancel the order in whole or in part without this giving rise to any right to compensation on the part of the Customer.

10. DATA PROTECTION (GDPR)
In accordance with Regulation (EU) 2016/679 (GDPR) and Organic Law 3/2018 (LOPDGDD), the personal data of the Customer’s representatives, employees or contact persons will be processed by Canopy Brands Europe, S.L.U., acting as the Data Controller, on the legal basis of fulfilling the contractual sales relationship and managing the commercial relationship. The data will be retained for as long as necessary to comply with legal and contractual obligations. No data will be disclosed to third parties unless required by law. Data subjects may exercise their rights of access, rectification, erasure, restriction, objection and data portability by sending a written request to the Company’s registered office or to the email address provided for this purpose.

11. SEVERABILITY
If any clause, article or provision of these General Terms and Conditions is declared null and void, unlawful or unenforceable by a court or competent authority, such a declaration shall not affect the validity, legality and enforceability of the remaining provisions of this document. The affected clause shall be deemed to have been amended or replaced by another clause that is valid and lawful, and which reflects as faithfully as possible the original economic and legal intention of the parties.