GENERAL TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

MRF is defined as "the Company" or "the Seller", and the natural person, company, corporation, or other party shall be referred to as the "Client/Buyer".
"Goods/Products" are the products manufactured and/or marketed by MRF.
"Services" shall include any design, collaboration, or other services provided by the Company under the Contract, whether in relation to the supply of goods or otherwise, and when the Contract includes work, materials, project work, working hours, or royalties.
"Parties" shall identify the Company and the Client.
"Offer" means the quotation issued by the Company indicating the Goods, Services, and their conditions of provision to the Client.
"Purchase Order or Order" means the document sent by the Client requesting the product(s) and/or service(s), including prices and other terms agreed between the Company and the Client.
"GTC" refers to General Terms and Conditions of Sale.

2. BUYER

Any order of products and/or services entails, by right, the full and unreserved acceptance by the buyer of all the terms contained in this document and waives any stipulation in their own general purchasing conditions that contradicts or is incompatible with our general conditions, except for specific agreements stated in the offer sent or the order accepted.

3. SCOPE OF APPLICATION

The order shall be governed, in addition to the stipulations contained therein (which in any case shall prevail in the event of discrepancies with the present terms), by the following documents which form an integral part of the order:

These GTC, which shall be deemed applicable regardless of explicit written acceptance by the Client.
Any special condition expressly specified, agreed, and accepted by both the Company and the Client.
Any document issued by the Company that complements these General Terms and Conditions of Sale.
Any article, document, study, or technical report sent by any reason from the Company to the Client.
The delivery note.
The invoice.

4. DOCUMENTATION

Advertising materials, sales brochures, samples, catalogs, price lists, or any other documentation used or sent by the Company to the Client before or during the execution of the supply shall not be considered substantial contractual elements.

The Company reserves the right to update any technical documentation and products with their characteristics for continuous improvement, without the obligation to notify its clients. The latest values and conditions of our products at the time of the order shall apply, and it is the Buyer's responsibility to request updated datasheets or information if desired. The only valid specifications, tolerances, and qualities shall be those shown in the latest version of the Company's drawings and datasheets, which govern the production of the products.

Any deviation from the aforementioned shall be subject to agreement between the Company and the Buyer, detailing the values and written acceptance by the Company's technical/commercial department and signed by the buyer.

5. PROPERTIES OF SALE

The Company may make partial deliveries upon partial acceptance by the Buyer and invoice the supplies accordingly.
The Company reserves the right to deliver orders only in units conditioned in multiples or corresponding to packaging batches where a packaging tolerance of minus 10% is admissible.
In case of a delay in the delivery of products directly attributable to the Seller, the Buyer shall apply the penalty previously agreed with the Seller, which shall be the sole possible compensation for delay and shall never exceed the total value of the delayed products.
Unless willful misconduct or gross negligence can be established in the Seller’s delay, the Buyer may not reject the supply of Products, suspend the fulfillment of its obligations—especially payment—or request the cancellation of the sale.
Risk, transport and insurance liability, as well as the delivery point, shall be governed by the Incoterms 2020 agreed in the particular conditions, the offer sent, or the accepted order.
The deadlines indicated in the order confirmation are for informational purposes only and may be subject to occasional changes, which shall be notified to the Buyer as soon as possible.
The goods shall remain the property of the Company until fully paid by the Buyer. In case of non-payment, the Company has the right to claim and recover unpaid goods at the Buyer's expense. This does not exclude possible surcharges for other reasons.

6. ORDER ACCEPTANCE

The Buyer's orders shall not be considered final until they have been confirmed and accepted in writing by the Company.

The Company reserves the right not to supply the order if the Buyer is not up to date with open payment obligations or if there is clear evidence that the Buyer may not be able to make payments within the agreed terms/conditions.

The order is deemed accepted by the Seller under its terms and conditions from the moment of written confirmation sent by the Company.

If the Buyer cancels a confirmed order prior to shipment, the Company shall have full right to charge for all costs incurred up to the time of cancellation and for any raw materials/products already manufactured that cannot be used otherwise.

7. WARRANTY

The Company grants a six-month warranty starting from the date of availability of the material to the buyer as per agreed terms. This warranty shall cover any undetectable defect or failure in our product due to manufacturing faults and when used within its designated application.

Any different use, alteration of the product, or its defective installation by the Buyer, not following the instructions provided by the Company, will render this warranty void.

Any accepted claim will entail the correction, repair, or replacement of the defective product, or the refund of the amount previously paid by the Buyer. No other claim will be accepted that exceeds these, such as penalties, third-party expenses, or loss of income.

The application, use, and maintenance of each product shall be governed exclusively by the indications in the documents issued (and in their latest version) by the Company (Technical sheets, Manuals, Drawings).

The Company reserves the right to modify the documentation at any time and without prior notice. It is the buyer's responsibility to inform themselves and request from the Company any documents they consider necessary.

Any other application must be confirmed in writing by a valid and authorized representative of the Company to maintain the warranties and rights previously described.

8. CLAIMS AND RETURNS

If the products show apparent damage, the Buyer must notify it in writing at the time of availability or delivery, with the anomaly explicitly and clearly recorded on the delivery note.

If the products have any defect in quantity or quality, the Buyer must notify the Seller in writing within twenty-one (21) calendar days from the availability of the products at MRF, or within seven (7) days if delivered by MRF at the customer's premises, according to the specific terms of the transport insurance contracted by MRF. In the case of hidden defects or those not reasonably detectable upon receipt of the goods, the Buyer must notify the Seller in writing within six months from availability or delivery. Supporting documentation (delivery notes, photos, videos, or reports) is essential for processing the claim. If needed, the Buyer shall facilitate the shipment or collection of the defective parts or materials for evaluation and analysis.

No material returns will be accepted without the Seller's prior return order approval.

Any claim submitted outside the indicated period, without supporting documentation or proper evidence, or outside the warranty coverage, does not oblige the Company to accept it. Acceptance will be at MRF’s sole discretion.

Compensation will always be limited to the material value, either by refund or replacement of the damaged product, with a maximum of the amount paid at the time of purchase. The most favorable solution will be sought within a reasonable framework for both parties and with the least possible financial impact.

9. SAMPLES

The provision of samples by the Company is subject to the processing of a sample order reflecting the type of product, supply conditions, and agreed costs with written confirmation of the samples by MRF. The details in the MRF documentation will always prevail.

10. SALE AND TRANSFER OF RESPONSIBILITY

The terms will be set between the Company and the Buyer under the conditions established in each case. A valid offer/order reflecting those terms and its validity date must be in place for it to be effective.

If the validity date of the offer/accepted order is reached and collaboration continues, it will automatically remain in force for ongoing operations.

The setting of the terms will be the exclusive responsibility of the Company and will prevail over any terms stated in documents issued by the Buyer.

The terms regarding the transfer of responsibility for shipping the goods shall follow Incoterms 2020.

The Company reserves the right to unilaterally terminate the agreement if the Buyer breaches any of the terms set out in these GTCs or those agreed upon between the parties.

11. TERMS AND METHODS OF PAYMENT

The Company shall indicate in its order confirmation the deadlines and conditions for invoice payment. These will be the only valid and binding ones. If these are not stated in the confirmation, the following shall apply: “in advance” if no credit line exists, or according to the credit line granted and approved by the Company.

There shall be no right to early payment discounts or deductions of any kind by the Buyer unless mutually agreed in writing by the Company.

Invoices shall be payable to the accounts indicated in the Company’s issued invoices by bank transfer, in accordance with current Spanish legislation and within the established deadlines.

The Company reserves the right to make partial shipments and their corresponding invoicing. The Buyer shall be responsible for paying these partial shipments according to the agreed terms and deadlines.

The Company reserves the right to apply surcharges for late payments and penalties for costs associated with claims on such unpaid amounts.

If the Buyer is not current with their payments, the Company may suspend and/or cancel the delivery of Products at any time until their situation is regularized.

12. FORCE MAJEURE

Force majeure shall include any event of any nature beyond the reasonable control of either party, such as, in particular, strikes or lockouts of any kind, interruption of transport means regardless of the cause, legal or regulatory provisions affecting the production or distribution of Products, exceptional difficulties in the supply of raw materials, machinery breakdowns, or explosions. In addition to legally recognized force majeure, any breakdown that halts facilities or disturbances in the production process and delays in the delivery of essential products, services, or raw materials shall be considered as such.

Whenever force majeure exists, the Company may delay the delivery of its products or services for the duration and effects of the force majeure, or cancel the order if applicable.

In such a case, the Buyer shall not be entitled to any compensation.

13. MISCELLANEOUS

If any provision of these GTCs is declared null and void by a competent court, this will not affect the rest of the provisions, which will remain in full force and effect.

Any disagreement or dispute between the parties related to the supply of Products or any obligation, service, or right arising from the execution of the submitted offer or accepted order shall be subject to Spanish jurisdiction and applicable laws, expressly excluding any other foreign jurisdiction or law.

For the interpretation and enforcement of the obligations arising from this agreement, the parties, expressly waiving any other jurisdiction, agree to submit to the courts and tribunals of the Company's registered office.

These GTCs are written in Spanish and English, with the Spanish version prevailing in case of discrepancy.