Embention Sistemas Inteligentes SL, Policies, Terms, and Conditions of Sale

General Conditions of Sale

  1. Definitions
    1. General Conditions of Sale: subject General Conditions of Embention Sistemas Inteligentes SL (Embention).
    2. Order: an order for products and/or systems and/or services placed by a customer to Embention.
    3. Services: services provided by Embention in connection with the products and systems.
    4. Customer: each natural person or legal entity which places an order with and/or enters into an agreement with Embention.
    5. Product: a product offered by Embention.
    6. Tailor-made supply: a supply of products and/or systems which is based on instructions and/or specifications of the Customer.
    7. Agreement: agreement for the sale of products and/or systems and/or services by Embention to a Customer.
    8. Website: website of Embention at https://www.embention.com
    9. Website content: the photographs, images, drawings, texts, collection of data, logos, specifications and other information such as is placed on the website from time to time.
  2. Applicability
    1. These General Conditions are applicable to all offers, orders, and all agreements with Embention. General Conditions or other terms and conditions of the Customer or as used by the Customer are explicitly excluded.
    2. Amended General Conditions shall be applicable to orders of the Customer as of the date of amendment.
  3. Placement of an Order and Establishing of Agreement
    1. An agreement shall not be established until the moment of sending by Embention of a message that it is to proceed to provide the products and services ordered by the Customer. Hereby, the administrative records of Embention shall be decisive. The mere sending of the confirmation of receipt with respect to the order shall not imply that an agreement has been established.
    2. Embention is entitled not to accept an order that has been placed and shall give notification of such to the Customer.
    3. Orders shall be processed exclusively during working days and during office hours.
    4. A Customer may request Embention to issue a tailor-made supply quotation for special or customized products.
    5. An order will never be considered as accepted until a proof of payment has been submitted from the Costumer to Embention.
  4. Change / Cancellation of Order
    1. In the event Embention has issued a quotation for a tailor-made supply or any made-to-order product (NM& systems, control stations, gimbals...) and it has been accepted by the Customer, the Customer may not cancel this order.
    2. Embention reserves the right to make any changes in the specification of the products which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the products are to be supplied to the Customer specification, which do not materially affect their quality or performance.
    3. Training, support and other services may be subject to changes which affect the initial schedule and quotation, and Embention is not responsible on the following cases:
    4. In case of cancellation or return at unilateral customer withdrawal, Embention reserves the right to deduct, from money return, a compensation in concept, at least, of the following (to be aggregated):
      1. Manufacturing and assembly.
      2. Custom development and / or product customizations.
      3. Urgent production.
      4. Large volume orders.
      5. Financial costs.
      6. Provisioning costs.
      7. Storage and warehousing.
    5. At the time storage and warehousing costs exceeds payments made by the customer, Embention reserves the right to pause or retain the order until costs are satisfied. In case an agreement is not reached on this surcharge, Embention can cancel the order without possibility of reimbursement.
    6. In case installment payments have been agreed and the customer does not accomplish with the required payments, Embention deserves the right to unilaterally cancel an order after 2 months from the latest due date.
    7. Orders paused for any reason (customer request or inattention, lack of payment...), for more than 3 months will be considered as rejected by the customer and products remaining at Embention facilities will be sold or destroyed with no compensation to the customer.
  5. Prices
    1. The prices specified in the website and custom quotations are exclusive of VAT; and are exclusive of all other taxes and levies imposed by the authorities.
    2. In the event prices or information is mentioned, of which the Customer could or should reasonably have understood that these were apparently incorrect, Embention shall be entitled at all times to refuse the order or cancel it, even if confirmation of the supply has already been forwarded. The opinion of Embention shall be decisive when establishing that the prices or information have apparently been incorrect.
    3. Training, support and other services does not include travel expenses. Travel expenses for Embention personnel displacing out of their offices will be quoted prior to providing the service and may suffer changes after the support is performed. It may also include extra personnel support days which for the displacement.
    4. Training, support and other services initial quotations are based on a required effort estimation, there may be changes depending on the project's needs.
    5. Volume discount prices are only applicable to volume orders for multiple products ordering with same hardware and software configuration.
    6. List prices are published in January and have validity of one (1) natural year. These prices might be subject to variation in the event that production costs have a significant increase due to any issue external to Embention control (components price variation, raw materials variation, regulation requirements, etc.)
    7. Price list review is performed yearly by adapting it to market trends. This price variation will always be performed by following a low price policy, provided that it is in accordance with the market.
    8. In orders with VAT exclusion Embention deserves the right to check that the Costumer is entitled for TAX exclusion. In order to warrantee that the VAT exclusion is performed according to the law, Embention may request to the Costumer additional information prior to processing the order. In cases where the VAT exclusion entitlement cannot be probed or Embention has reasonable doubts on the information provided, Embention deserves the right to dismiss the order with the corresponding refund or to request an additional payment for TAXES.
  6. Payment
    1. Customers are required to pay for products and/or services in advance, unless agreed otherwise between Embention and the Customer.
    2. The Customer may never be permitted to apply set off and/or to suspend payment.
  7. Shipment, Delivery and Retention of Title
    1. Embention shall, after receipt of payment, proceed to shipment of the ordered products and/or systems.
    2. The costs of shipment shall be for the account of the Customer and shall never be reimbursed by Embention, unless otherwise agreed.
    3. Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the products shall be for the Costumer's account and shall be reimbursed forthwith where necessarily paid by Embention.
    4. The expected delivery times may vary depending on the items and the stock availability. The Costumer can request an estimated delivery date, Embention will do what is in their hand to fulfill the order before the delivery date when possible. Indicated times are indicative only, they are not guaranteed and are not binding.
    5. The ownership and the risk of damage and loss of the products and/or the systems shall pass to the Customer at the moment that Embention has in fact put the products and/or systems in the hands of the currier or the customer itself.
    6. In case Embention is of the opinion that the delivery period for a product which is not in stock is reasonably too long, Embention may decide to cancel the order. In that case, any amounts paid in advance shall be reimbursed.
    7. Some products delivered by Embention may be considered dual use technology or may be subject to an exhaustive export procedure. An end user undertaking may be required in order to request for export documentation and authorization to the customs authorities in Spain. Please ask Embention for detailed information on specific products.
  8. Investigation, Inspection and Claims
    1. The Customer is required at all times to investigate whether and to what extent the products it has ordered are suited to the purposes it envisions. This investigation obligation concerns, but is not limited to, the functional and technical applications of the products, as well as the requirements in the area of safety.
    2. If at delivery, a product is damaged, does not function or is incomplete, or if it is another product than was ordered, or which, according to the Customer, is not in accordance with the agreement, the Customer shall give notification thereof to Embention within fourteen (14) days after receipt. Common Form Disclaimer
    3. Product features are fully described within the product documentation. It will be responsibility of the Costumer to check that the system is suitable for their application prior to placing an order.
  9. Returns
    1. Products may be returned under the terms and conditions as determined in this article. A product must be returned, complete with all accessories and other goods belonging thereto, in the original and undamaged packaging. Applicable to each return shipment is that irrespective of the reason for the return, an RMA (Return Merchandise Authorization) number must be requested to Embention prior to sending any equipment to Embention. Return shipments without an RMA number shall be refused and returned to sender. RMA numbers are valid for fourteen (14) days of having been issued. Common Form Disclaimer
    2. The Customer shall bear the shipment and insurance costs of a return shipment.
    3. Amounts already paid by the Customer for returned products shall be reimbursed by Embention within sixty (60) days after receipt of the return shipment. The same commercial policy will apply in those cases where the product has not been delivered to the client yet but he/she decides to cancel the purchase order; on this case, the sixty (60) days period for the reimbursement will become effective after receiving by Embention the request from the client.
    4. The following products may never be returned:
      1. Products that have been tailor made or customized.
      2. Volume orders.
      3. Express orders.
      4. Products which have been damaged or modified by the Customer.
      5. Products manufactured under request: 4x Veronte Autopilot, platforms...
      6. Products which have become unusable.
      7. Products from which the warranty label has been removed or adjusted.
      8. Products without the original packaging and accessories.
      9. Software, licenses and digital products such as configuration files, 3D models...
      10. Services such as: training courses and support, configuration, documentation… once it has been provided.
      11. Travel expenses and shipping costs.
  10. Warranty and Repair
    1. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
    2. As regards any material and manufacturing defects in products and systems, a warranty for two (2) years is applicable, commencing on the date of shipment of the product. This warranty obligation implies that exclusively Embention, at its own discretion (i) shall do all that is in its power to have any material and manufacturing defects in the products and systems, as well in the components which have been delivered by Embention within the framework of the warranty, repaired within a reasonable period, free of charge; or (ii) shall replace the products and/or systems free of charge for other similar, but not necessarily identical, products and systems; or (iii) shall reimburse the amounts paid for the products and systems to the Customer. In order to claim on this warranty, the Customer must give notification of such to Embention within one (1) year after shipment.
    3. Customers have to follow the RMA procedure to return any product to be repaired. Returned parts not following with the indicated RMA procedure may be returned to the customer or experience delays in the processing. Embention is not responsible for any cost that occurs due to a misapplication of the procedure. 
    4. Shipping cost of returned products to be repaired from Customer’s facilities to Embention is a responsibility of the customer in DAP Conditions, and the shipment from Embention to Customer’s facilities is a responsibility of Embention in DAP Conditions.
    5. All replaced components shall become the ownership of Embention. The warranty obligation shall lapse if defects in the products or systems are the consequence in full or in part of incorrect, careless or incompetent use, of outside causes such as falling or impact damage, and fire or water damage, or if the Customer, without the permission of Embention, has introduced modifications in the products.
    6. Each other claim of the Customer regarding to non-conformity of the delivered products and systems under these General Conditions, this including claims for compensation of damages of the Customer, are explicitly excluded. The Customer may not, in all events, invoke the non-conformity of the delivered products and systems if and insofar as the law denies such appeal.
    7. Costs of work and repair outside the framework of this warranty shall be charged by Embention in conformity with its customary rates. In this case, the Customer shall bear the costs of the shipment and insurance costs of the return shipment. This equally applies if Embention can find no material and/or manufacturing defects in the returned products and/or systems.
    8. Embention will never be liable of damages suffered or brought by a platform using Veronte Autopilot, assembled or not by Embention staff.
    9. Embention personnel and safety pilots are not liable of platforms integrity or damages caused by the same during integration, tests, operations or any other circumstance in which the platform could become damaged or can cause any kind of damage.
    10. Goods not manufactured by Embention will be exclusively under manufacturer conditions.
  11. Operation Responsibility
    1. In some countries authorities may require some specific conditions to operate systems provided by Embention. It will be in the sole responsibility of the Customer to check the local regulations and to be sure that the system is according to it prior to placing an order. Embention will not be responsible, at any case of an operation not performed according to the law.
      1. Please make sure that frequency band and output power in your order is permitted in your territory prior placing an order. Order may be cancelled in case selected radio is not allowed in your territory.
    2. The operator will operate the system under their sole responsibility and should have an extensive knowledge about the system and safe operations. Embention will never be responsible of damages caused during the operation of the system to: Customer platform, other installations, personal damages or any other damage caused. Always make sure to operate the system in a safe environment where no damage can be caused in case of platform failure.
    3. The Customer acknowledges and agrees that the Customer shall be solely responsible for the use of Embention equipment, and that the Customer shall indemnify and save Embention harmless from and against any and all costs, losses or damages of any kind, including attorney's fees, which Embention may suffer or incur, and from and against any and all claims, costs, losses or damages of any kind suffered or incurred by the Costumer or others, arising out of or in any way connected with the Customers use of Embention equipment.
  12. Dissolution
    1. If the Customer does not, or does not timely or properly, fulfill its obligations vis-à-vis with Embention, or if it has applied/or it is going to apply for bankruptcy, or if it is declared in bankrupt, ori f it has requested suspension of payments, or if it has offered an arrangement or if it entered into a composition with its creditors or a part thereof, furthermore, in the event of attachments of its assets or a part thereof, or if it should proceed to sale or liquidation of its business, as well as in the event of death, being placed in receivership or in the event the Customer should lose control over or of the management of its business or a part thereof, the Customer shall be in default by operation of law and each claim, which is charged to or acquired by Embention shall be immediately payable in one lump sum without notification of default thereof being required.
    2. In the cases specified under article 12.1, Embention is entitled, without any notice of default being required, to suspend unilaterally the further execution of the agreement or to have it dissolved in whole or in part.
    3. Embentionis authorized at all times to claim damages from the Customer, as well as to repossess the goods delivered.
    4. In the event the Customer wishes to dissolve the agreement, it is required at all times to first give Embention notification of default in writing, and to grant Embention a reasonable period to still fulfill its obligations, or to remedy shortcomings, which the Customer is required to describe precisely in writing.
    5. At no time shall the Customer be entitled to dissolve the agreement in whole or in part, or to suspend its obligations, if the Customer itself was in default of the fulfillment of its obligations.
    6. In the case of dissolution of the agreement in whole or in part, the Customer may not make claim on or undo performances already carried out by Embention, and Embention has a full, unimpaired right to payment for performances it has already carried out.
  13. Website
    1. Although the information on the website has been compiled with all due care, Embention cannot guarantee that it is accurate, complete, or up-to-date. The information may be changed at any time, without further notification. Embention is entitled to cease making the information available on the website or to restrict the access thereto.
    2. Embention is not liable for any damages arising from the use of (or impossibility of using) the website, this including damages as a consequence of viruses or incorrectness or incompleteness of information. Embention is furthermore, not liable for damages as a consequence of the use of electronic means of communication with the website, this including – but not limited to – damages as a consequence of non-delivery or delay in the delivery of electronic messages, interception or manipulation of electronic messages by third parties or by software/apparatus used for electronic communication and the transmission of viruses.
  14. Intellectual Property Rights
    1. Intellectualproperty rights, those in all events including the copyright and the databank right, with regard to the website content and the look and feel of the website are vested exclusively in Embention and/or its licensors.
    2. The content of the website is exclusively intended to inform Customers about products, systems and services of Embention and to offer Customers the opportunity to buy those products, systems and services. The Customer is not permitted (i) to remove or to change any notice concerning copyrights, brands, trade names or any other intellectual property right; (ii) to change the content of the website; and/or (iii) to download such large amounts of the content of the website to a database or other computer in order to use those parts of the content of the website instead of using the content of the actual website at https://www.embention.com/
    3. The Customer is not permitted to remove any trademarks or marking on the products.
    4. Software and hardware designs are protected under the Intellectual Property laws and the reproduction or copy of any product supplied by Embention is strictly prohibited.
  15. Privacy
    1. Embention processes personal data in accordance with the Spanish Personal Data Protection Laws and other applicable legislation and regulations.
  16. Jurisdiction
    1. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
    2. The Buyer shall be responsible for the use of the Goods according to the destination country legislation and the Seller will never be responsible for the inappropriate use of Goods.
    3. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alicante, Spain, and any action concerning this agreement will take place in the Alicante Courts.
    4. According to UE regulation nº 524/2013 about resolution of dispute in consumer affairs, the Regulation called ODR (Online Dispute Resolution) establishes the PODR platform (Platform of Online Dispute Resolution). More info in: ec.europa.eu/consumers/odr/.

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