Terms and conditions


Parties: JBP COMPOSITES, S.L. (referred to as the Company) -Client (referred to as the Customer)

Products: Material, machinery, equipment, accessories, spare parts, services and warranties. Services are understood as training, consultancy, engineering support, and other non non-product related areas.

Contract refers to offers, order confirmations, particular specified conditions, other terms and conditions (T&C’s), accepted with these T&C’s, or others agreed expressly otherwise in writing.

These terms and conditions (T&C’s) have force in law for the parties, and shall apply to all purchase and training contracts or Company’s sales of products or services, and expressly constitutes the entire agreement, understanding and law between the parties, unless the parties have expressly agreed otherwise in writing in the offer or order confirmation indicated other particular conditions. No other T&C’s will apply.

These T&C’s are applicable exclusively to the parties with the acceptance of the offer and/or particular conditions by email or in any written form, and shall be sent to the parties with the final offer and/or with particular conditions, together with the order confirmation.

These T&C’s are expressly accepted by the parties and the clauses that benefit one party and not the other are accepted by the parties as valid, accepted and applicable, and do not imply inequality or imbalance, without being declared void or not applicable. This will be applicable and must be expressly taken into account in case of any contest or judicial application of these T&C’s.


Offers are non biding and open to change, and the offer becomes binding and comes into effect with the written order confirmation by the Company, meaning after the confirmation of the offer and/or the order of the Customer. No Customer order shall be deemed valid until the Company accepts the order in written form. Unless it is stated otherwise in writing a quotation/budget is valid for a period of 30 days.

No agents or personnel of the Company are authorised to make oral agreements, changes to the T&C’s, or give warranties. The Offers, order confirmation, particular conditions, T&C’s (contracts), require written confirmation by email or in any other written form.

In all cases the Customer must provide to the Company proof of authority for personnel entering into obligations and acting on behalf of the Customer.

Any errors and/or omissions in the Company’s offers, quotations or invoices shall be rectified as soon as discovered and such errors or omissions shall not be biding upon the Company nor permit the Customer to vary offers, orders, particular conditions, agreements, T&C’s or any of their terms.

The Customer will not have the right to assign or transmit to a third party the offers, orders, particular conditions, T&C’s or contracts or any part thereof, or any right derived from said contracts, without the prior written consent of the Company.


Unless otherwise agreed in writing in the offer, order confirmation or particular conditions, the prices of products as well as services and warranties are EXWORKS, Incoterms 2020. In the case of costs for packaging and export documentations fees will be charged separately.

Unless prices has expressly been confirmed in written form, the Company reserves the right to change prices.

Unless otherwise agreed in writing in the offer, order confirmation or particular conditions, payment terms are as agreed and stated on the same offer, order confirmation or particular conditions.

According the terms of payment any delay or default by the Customer in making payment shall render all sums owing to the Company in any account whatsoever, including the costs of recovery of such sums, due and payable forthwith without requirement for any notice to be given to the Customer. The legally applicable rate of interest will be charged with immediate effect, and until such time as the date of actual payment.

In the event that the Customer fails to pay the Company any pending sums, the Customer will be liable to pay interest to the Company on such sum from the due date of payment, at the rate of 15% above legally applicable rate of interest on money then in force in Spain (ILD), occurring on a daily basis until payment is made.

The Customer shall make all payments without the possibility of compensation, counterclaim, discount or reduction, unless the Customer has a court order that states otherwise. In the case of Customer’s debts with the Company, the Company may offset any of the Company’s liabilities or debts with the Customer against any other liabilities or debts of the Customer with the Company.

In any case, the Customer grants the Company a right to receive amounts from third parties who have debts with the Customer. In this event of third parties that must pay amounts to the Customer, the Company may require these third parties to pay the Company directly, and up to the limit of the total debt that the Customer has with the Company. The Customer has to give notice to the Company of the assigned receivables and their debtor, providing all information necessary for their collection, and inform the debtor of the assignment and that payment has to be made to the Company.


Unless otherwise agreed in writing in the offer, order confirmation, particular conditions, the delivery, title and risk of the products are EXWORKS, Incoterms 2020, place of collection: warehouse of the Company. With handing over of products to the carrier or loaded on transport, the risk passes to the Customer. The risk also passes to the Customer if the transport or carrier is delayed for any reason.

Quoted delivery dates are given as a general indication of expected delivery, and is by no means guaranteed. Unless agreed in writing in the offer, order confirmation, particular conditions, with written confirmation of the order, the Customer will be informed of estimated delivery date, which will be finally confirmed two weeks before the requested products becomes available.

Any claims for late delivery will be excluded. Supporting documents are available upon request. In any case, delivery periods are observed if the products are ready for dispatch from the Company’s warehouse within the period.

The Company is entitled to make partial deliveries and to charge them separately. Each partial delivery shall be deemed to be a separate contract and cancellation of any partial delivery shall not void or affect other partial deliveries. Partial deliveries are partial works in the case of services.

In the event that the Customer has not issued instructions, the Company is entitled to specify or decide upon the carrier, transport, freight provider, method of shipping, and protection and insurance of the products. In any case, if the Customer does not accept the delivery of the products when they are ready for delivery, or the products cannot be delivered on time because the Customer has not provided instructions, documents, licences or authorisations, the products will be deemed to have been delivered, and all risks relating to the products will be borne by the Customer, with total disclaimer of the Company, and all related costs and expenses will be the responsibility of the Customer (including the storage of the products or the insurance possibly contracted). All this applies in the case for services ready to be commenced or in the case of services personnel ready to travel to carry out agreed services.

If the Company cannot comply with a binding delivery (or services) period for reasons for which we are not responsible, the Company shall inform the Customer without delay, stating the reason for the delay, and stating the new anticipated delivery (or service) period. If the product or service is no longer available or not available within the new delivery period, the Company is entitled to rescind or resolve the contract in whole or in part. Any consideration already provided by the Customer will be returned in that case without delay. Non Non-availability of products or services arises in particular if the Company is not punctually supplied by its suppliers and in cases of force majeure.

Ownership of the products will not pass to the Customer until the Company has received in full all payments due of the Customer.

In the case that products are collected, withdrawn or received by the Customer and have not been paid for in part or in full, the Company will have the right to recover the products, and the Customer is obliged to return them to the Company without delay. In any case, the Company may claim full payment and/or recover the products, or both at the same time, and the Customer must return the product(s) without delay until the payment is made, and in any case the Customer must make the payment. The product(s) will not be re re-delivered to the Customer until the full payment has been made, and the Company may judicially claim the payment of the money, retaining the product(s) at the same time. So in any case the Company shall be entitled to recover (court claim included) the payment for the products, notwithstanding that ownership of the products still being the Company’s. All related costs arising will also be the responsibility of the Customer. This also applies to services, so in the case of services not paid for (all or in part), personnel will leave or return from the place of work.

In any case, until full payment is made and ownership of the products has passed to the Customer, or the Customer returns the products to the Company, the Customer must hold the products on a fiduciary basis at a depository designated by the Company, and store the products (at no cost to the Company) separately from all other goods of the Customer or any third party, in such a way that they remain readily identifiable as the Company’s property, keeping the products in mint condition (material has to be stored under conditions specified by the Company/manufacturer) and insuring the products on the Company’s behalf for their full value against all risks, to the total satisfaction of the Company, and providing the insurance policy to the Company, always retaining all benefits or payments referred to in the insurance policy.

The Customer grants the Company full and irrevocable right to enter at any time to any place where the products are stored or may be stored, in order to inspect and/or recover them.

The Company may cancel or withhold deliveries of products in the case that any debt is due to the Company by the Customer.

The Company shall provide documentation that lists all products loaded (packing list), and this documentation will be signed and stamped by the Company and the carrier.


Possible defects in the products must be notified in writing by the Customer to the Company within 10 days of the receipt of the products, and the Customer must send back to the Company the defective product for the examination of the Company within 5 days after receipt if the products are in the same continent, or 10 days if not. The risks and costs of loading and transport shall initially be the Customer’s. These costs shall finally be borne by the Company if a defect is proven.

If the special conditions of the product make it impossible to ship the product in these terms, it will be taken into account to be able to make the shipment in the shortest possible time. The Customer may require that the Company’s staff travel to the location where the product is, to examine it. The cost of travel, including travel and accommodation, will be paid by the Customer. Travel would be by plane according to the availability and location of the staff. If there are other costs such as rental vehicles and fuel these will be included.

In the event that the Company finds that the product is defective, the Company will rectify the defects free of charge, or replace the defective product without charge, or grant the Customer a credit for the amount of the defective product. In the event of replacement the Customer is obliged to return the defective products at the request of the Company, and the risks and costs of loading and transport will be with the Company. In the event of granting the Customer a credit for the amount of the defective product, the Customer is obliged to return the defective products
at the request of the Company, but the risks and costs of loading and transport will be with the Customer.

The products will be considered satisfactory and without defects in case of not receiving notification otherwise within 10 days after receipt. In the event that the Company is responsible for loading and/or transportation of the product, the Customer must notify the Company in writing of any damage, impairment or loss within 2 days after the date of receipt of the products. In any case, the risk of the unloading of the products shall be the Customer’s.

The Company’s liability for breach of the contract, will be limited to the cost of the product referred to in the contract. The Company will not be liable for negligence or damage and loss (including costs, expenses, loss of profits or loss of business) derived from the contract or in relation to the contract and whatever the cause. The responsibility for defects is only relates to the quality of the products.


The warranty period for the new products shall be stated in the offer, particular conditions or order confirmation. In the event it is not stated, the warranty period is ONE year for new products, and there is no guarantee for products that are not new. The warranty period shall start from date of delivery.

The use of the products after the expiry date, is expressly out of the agreed quality and warranty, and the risk of the use after that time is the Customer’s.

Products or part of products subject to wear (wearing parts) are not covered by the warranty. The warranty will be invalid in the case of incorrect use of the products, parts, process or machinery. All use has to be in accordance with the current instructions for use, assembly or fitting, and/or user manuals supplied. The unauthorised use of ancillary tools or equipment or any modification of the products will void the guarantee.

Only in the case of equipment or machinery: on the date of handing over the equipment or machinery and before loading on transport, the Company offers a functional test and briefing of the functioning of the equipment or machinery at the premises of the Company, included in the price. Travel cost, accommodation and other related costs of the visit by the Customer’s personnel for this purpose, will be borne by the Customer.

With the delivery of the products the Company will provide the Customer with current instructions for use and/or assembly.


All information derived from the relationships or in any other way transmitted between the parties in relation to their communications, is subject to confidentiality and cannot be published, transmitted to third parties or used by the Customer in any way, without the prior written consent of the parties.

Personal data collected in the course of relations between the parties will be collected, processed and used by the parties exclusively for the purposes of relations between the parties, and in accordance with data protection law applicable in Spain.


Any dispute, contest or claim arising from the contract will be referred to and finally resolved and decided by the courts of Spain, and Spanish law will apply only where this contract (T&C’s) is not applicable, so these T&C’s cannot be cancelled, cease to apply or contradicted by any other national or international law, and Spanish law or the conventions of Rome and Vienna of 1980, among others, are only of subsidiary application and for what is not provided for in the contract (T&C’s).

If the contract (T&C’s) are found disputable or invalid, void, illegal or unenforceable under the laws of any jurisdiction or country, the validity, legality or enforceability of the contract (T&C’s) shall not in any way be affected or impaired, and the contract (T&C’s) will still always be valid and applicable between the parties.

JBP Composites S.L.
As of January 2020