1. Object

  1. These general conditions (hereinafter the «General Conditions«) set those terms and conditions applied by NUMAPACK, S.L., domiciled Carrer Caponata 8, 08034, Barcelona and with a Tax Id. Number B66205659, when acting as sales agent (hereinafter the “Agent”) to third parties (the “Companies”) according to Law 12/1992, of May 27th, of the Agency Agreement.
  2. Therefore, these General Conditions will apply as a general legal and contractual framework applicable to the promotion of products of the Companies by the Agent, to the exclusion of any terms and conditions which may be contained or referred to in any documentary exchange by the parties (as delivery notes, order acknowledgments, quotations or other document issued the Company in the course of getting the Agent’s services) other than those specific conditions or agreement entered into between the parties in writing.
  3. Thus, in the absence of any specific conditions entered by the parties in writing, by a Company merely engaging the Agent’s services these General Conditions will apply.

 

2. Purpose

By means of these General Conditions, the Agent undertakes to find and/or introduce to the Company potential clients to which the latter may sale its products.

 

3. Economic Conditions

  1. In return to its activities, the Agent will be entitled to charge the Company an amount up to [*]% over the gross amount of all sales made by the Company to third parties within the Territory, plus VAT (“Agent’s Fees”).
  2. The Agent Fees will be calculated over the sales made within the previous month, and the relevant invoices will be payable within the next [*] days a.i.e[1].

 

4. Exclusivity in the Territory

  1. The present General Conditions does grant or constitute exclusivity in the Territory in favor of the Agent which means that the Company will in no case be allowed to sale or distribute its products, neither directly nor indirectly -through third parties- in the Territory or in any other way circumvent the Agent.
  2. However, the above mentioned in no case shall limit the Agent’s capacity to as agent to third parties, being the Agent at any time free to pursue its own business or activities and/or to promote other products on behalf of or in favor of other companies or entities.

 

5. Exclusive Client

  1. Any client or potential client for the products within the Territory –either identified as such or not by the Agent – shall be deemed to be exclusive client of the Agent for the purposes of this Agreement (hereinafter referred to as “Exclusive Client”).
  2. Consequently, any third party enquiring the Company to directly or indirectly -through third parties or any other company of its group[2]– provide its products shall be deemed to be Exclusive Client and, even if the Company directly or indirectly sells its Products to such Exclusive Client, the Agent will be entitled to charger its regular fees to such sales.

 

6. Independency and liability regime

  1. The Agent is the holder of an independent business organization and shall be directly or indirectly responsible for the fulfillment of all obligations which legally correspond to it according to the applicable law, and especially those related to tax and labor matters.
  2. Nevertheless, the Agent shall have no liability whatsoever in relation to the activity of the Company and in relation to the Products and the completion of the relevant sales negotiated between the Exclusive Client and the Company. To this purpose, the Company shall hold the Agent harmless from any claim by any Exclusive Client whatsoever.
  3. In any case, the Agent’s liability is limited to the fees received from the Company regarding the relevant sale.

 

7. Obligation of information

The Company, in its relations with the Agent, shall act loyally and in good will, and in particular:

  1. It shall place at the Agent’s disposal the material necessary for the exercise of its professional activity.
  2. It shall inform in a recurrent manner on matters that may facilitate the work of the Agent and especially the evolution of the market in the assigned area and the marketing of new products.
  3. To exhibit when required, the documentation related to the accrual of its commissions.

 

8. Termination

Each party shall be entitled to terminate this collaboration (i) for breach of contract attributable to the other party or (ii) by mutual agreement, by 15 days’ notice.

 

9. Effects of Declaration of Nullity of a Clause

Should any stipulation or part of a stipulation of these General Conditions become or be deemed to be void, this shall not affect the validity of the Agreement as a whole. The parties shall decide to replace or amend such inoperative stipulations to make it valid.

 

10. Amendments and modifications of the stipulations

Amendments, modifications and alterations to these General Conditions can be made by the Agent independently and shall apply to further sales.

 

11. Notifications

Any notice required or authorized between the parties shall be sent by e-mail to the address set forth in the heading of this Agreement.

 

12. Data Protection

Any personal data exchange between the parties shall comply with all the obligations imposed by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, as well as in Organic Law 3/2018 of 5 December, of Protection of Personal Data and guarantee of digital rights.

 

13. Jurisdiction and Applicable Law

  1. These General Conditions shall be governed by Spanish Law.
  2. Any disputes arising under these General Conditions shall be brought before the courts of Barcelona (Spain).

 

 

[1] a.i.e. means “after invoice date”

[2] According to art. 42 of the Spanish Commercial Code.