Terms & Conditions

These General Terms and Conditions of Sale (“Conditions”) govern all contracts for the supply of goods and/or services by DAVINCI VALVES LTD (hereinafter referred to as the “Seller”) to its customers (hereinafter referred to as the “Buyer”), unless expressly agreed otherwise in writing.

1. Scope of Application

1.1 These Conditions shall apply exclusively to all sales, deliveries, and services rendered by the Seller.
1.2 Any conflicting, deviating, or supplementary terms and conditions of the Buyer shall not be recognized unless expressly accepted in writing by the Seller.
1.3 These Conditions shall also apply to all future transactions with the Buyer, even if not expressly referred to in subsequent contracts.

2. Offers and Contract Formation

2.1 All quotations issued by the Seller are non-binding unless expressly designated as binding.
2.2 A contract shall be deemed concluded only upon the Seller’s written confirmation of the Buyer’s order, or by delivery of the goods by the Seller.
2.3 Modifications or amendments to offers are valid only if confirmed in writing by the Seller.

3. Prices and Payment Terms

3.1 All prices are net prices, exclusive of VAT and other applicable charges, unless otherwise agreed in writing.
3.2 Unless agreed otherwise, prices are FOB Shanghai Port, China or FOB place of installation (Incoterms® 2020), including customary packaging.
3.3 Payments shall be made in advance or within the payment period specified in the order confirmation.
3.4 Invoices must state the relevant order reference. Improperly issued invoices may lead to delays in payment.
3.5 The Buyer shall not be entitled to set off claims or exercise a right of retention unless such claims are legally established or expressly acknowledged by the Seller.

4. Delivery and Transfer of Risk

4.1 Delivery dates specified by the Seller are binding only if confirmed in writing.
4.2 The Seller shall not be liable for delays caused by force majeure, strikes, customs procedures, or other events beyond its reasonable control.
4.3 Risk of loss or damage passes to the Buyer upon delivery in accordance with the applicable Incoterm agreed.
4.4 Partial deliveries are permissible only with the prior written consent of the Buyer.

5. Packaging, Shipping, and Documentation

5.1 The Seller undertakes to package goods properly and in accordance with industry standards, taking into account transport risks.
5.2 Each shipment must be accompanied by shipping documents indicating order number, item description, quantity, and any customs documents required.
5.3 Costs resulting from incomplete or incorrect documentation shall be borne by the Buyer.

6. Retention of Title

6.1 Ownership of the goods shall not pass to the Buyer until full payment has been received by the Seller.
6.2 Until such time, the Buyer shall not pledge or assign the goods as security to third parties.

7. Warranty and Liability

7.1 The Seller warrants that the goods are free from defects in material and workmanship and conform to the agreed specifications.
7.2 The warranty period shall be two (2) years from the date of delivery, unless mandatory law provides otherwise.
7.3 In case of defects, the Buyer shall notify the Seller in writing within a reasonable period. The Seller may, at its discretion, repair or replace defective goods.
7.4 If remedial action fails, the Buyer may demand a price reduction or rescission of the contract.
7.5 The Seller shall not be liable for indirect, consequential, or incidental damages, unless caused by gross negligence or willful misconduct.

8. Intellectual Property

8.1 All technical documents, drawings, models, and other intellectual property provided by the Seller remain the exclusive property of the Seller.
8.2 The Buyer shall not reproduce, disclose, or use such materials for purposes other than the performance of the contract.

9. Termination 

9.1 The Seller may terminate the contract with immediate effect if the Buyer becomes insolvent, enters into liquidation, or otherwise undergoes significant changes in ownership or control that may affect the execution of the contract.
9.2 In such cases, the Seller shall only be obligated to deliver goods already paid for.

10. Governing Law and Jurisdiction

10.1 These Conditions shall be governed by and construed in accordance with the laws of [Insert applicable jurisdiction: e.g., Spain].
10.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these Conditions shall be the competent courts of [Insert city/jurisdiction].

11. Severability

11.1 If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement between the Seller and Buyer. Any deviation, amendment, or collateral agreement requires written confirmation by the Seller to be valid.