Customers & Suppliers

GENERAL SALES CONDITIONS IN FORCE FROM 16 FEBRUARY 2021

All orders and sales will be governed by the terms set out in the contract/purchase order, irrespective of the manner in which it (hereinafter, the “contract”) is entered into by REXELIAN, S.L. (“REXELIAN”) and you / the purchasing party (the “Buyer”). Any application of the Buyer’s terms and conditions for purchase is expressly excluded. In the absence of any additional written agreements, only the conditions stated below in this instrument will apply.

If the Buyer receives the General Conditions of Sale in both Spanish and English, this will only be for the purpose of facilitating their understanding. In the event of a language discrepancy, the English version will always prevail.

1. The goods (or product) specified in the order confirmation and/or invoice will be delivered according to the conditions stated therein, in good condition and duly documented. The conditions of the agreed Incoterm (International Chamber of Commerce) will be applicable; in the absence of an agreement on the Incoterm to be used, the Buyer will assume the risk and expense for the goods (or product) upon delivery to the designated point or from the time they are made available to the Buyer. The advance payment of transport or freight charges by REXELIAN or the Buyer, or as specified in other agreements, will not result in any modification of these conditions, unless expressly agreed. REXELIAN will not be liable for any damage, loss or harm resulting from the handling or use of the goods after the agreed delivery or provision (putted at disposal) has been made.

2. To the extent permitted by the law, REXELIAN will retain full ownership of products sold that have not been handled or processed until paid for by Buyer in full. Unless otherwise agreed to by REXELIAN, the Buyer may not, on its own behalf and/or with or through a third party, process or handle such products. If applicable law does not permit the retention of ownership but allows the Seller to retain other rights to products, REXELIAN will be entitled to exercise any such rights.
The Buyer authorizes REXELIAN to have its right of retention of ownership noted or recorded until payment, either in a public register, elsewhere or on the product itself. The Buyer further agrees to safely store the product to protect it from loss or damage as well as from third party claims until the purchase price has been paid in full. Until this price has been paid, the Buyer will be obliged to inform third parties, in particular government authorities and/or the courts, that the owner is REXELIAN.
The goods sold must be paid for at the location and in the amounts stated in the order confirmation and/or invoice. Payments for partial deliveries must be made at the times the product is delivered or as specified in the order confirmation and/or invoice.

3. When REXELIAN must pay freight charges, it reserves the right to designate the means of transport, the type of transport and the delivery route. If the Buyer wishes for the means or type transport to be different than that provided by REXELIAN and it is more expensive, the Buyer must pay REXELIAN the entire differential cost.

4. The weight, volume, dimensions and weights stated in the REXELIAN documents will be considered as correct unless proven otherwise.

5. Goods purchased from REXELIAN must always be stored in a sheltered, dry area and, in general, according to REXELIAN’s specifications. The Buyer must examine and carry out the necessary tests and inspections upon receipt of the goods and before they are modified in any way with respect to their original state. The Buyer must also follow REXELIAN’s instructions regarding the handling of and care for the product. The Buyer will be responsible for the observance of legal and administrative regulations concerning the import, transport, storage and use of the goods. The Buyer expressly waives any claim, for whatever reason or cause, if any of the goods have been handled, manufactured, processed or modified in any way, except for the quantities of material normally and usually required for the usual testing of such goods. The responsibility for determining whether the goods are suitable for the uses that the Buyer and/or its customer/s will or wish to make of them lies exclusively with the Buyer, as it has knowledge of the specifications that its (final) product must meet. REXELIAN will be free of any liability in this respect, and the Buyer expressly agrees that it may not hold REXELIAN liable for the marketability or use of the purchased goods. The responsibility in this respect lies exclusively with the Buyer and/or, if appropriate, its customer(s). The data and information regarding the suitability and applicability of the goods do not exempt the Buyer from carrying out its own checks and tests and do not imply any liability on the part of REXELIAN. The Buyer expressly waives any claims not submitted in writing within 30 days from the date the goods are delivered or made available. In the absence of such notification, deliveries will be deemed as having been accepted by the Buyer.

6.1 REXELIAN does not accept or grant any express or implied warranties not specifically acknowledged herein.

6.2 REXELIAN warrants that, upon delivery, the products sold to the Buyer will (i) comply with REXELIAN’s current specifications for such products; (ii) be manufactured, packaged and labelled in accordance with the regulation in force; (iii) be free from any charges or encumbrance

6.3 REXELIAN makes no warranty in regards to the performance of the products delivered or their merchantability or suitability for a particular purpose. The express warranties stated in these terms and conditions are the only warranties that REXELIAN will provide. The Buyer is responsible for conducting appropriate tests to determine the suitability of the products for the purposes, uses or objectives intended by the Buyer and/or its customers and/or the processing conditions.

6.4 If the products do not comply with the requirements set out in clause 6.2, and provided that the Buyer duly notifies REXELIAN of such non-compliance in accordance with this clause and REXELIAN is found to be correct, REXELIAN must, at its option, replace the non-conforming products with conforming products or refund the price of the non-conforming products. If the Buyer sustains proven direct damage caused solely by such non-conformity and REXELIAN is at fault, REXELIAN will, within the limits stipulated in clauses 6.5 and 6.6, be obliged to compensate the Buyer for such damage, subject to the maximum limit of the amount actually paid by the Buyer for the purchase of the product which does not meet the conditions of clause 6.2.
6.5 Under no circumstances will REXELIAN, its group companies or the auxiliary personnel, employees and/or directors of any of them be liable to the Buyer, its subsidiaries, auxiliary personnel, employees and directors for any indirect, incidental or consequential damages including, but not limited to, loss of profit, opportunity, income, production or use, financial or capital costs, downtime costs, delays and claims of customers of the Buyer, costs of replacement energy, loss of anticipated savings, increased costs, financial damage or claims of customers of the Buyer for such damages and the like, whether as a result of breach of contract, breach of representations and warranties, or otherwise.
6.6 Irrespective of the reason or cause, no claim brought by the Buyer may be greater than, nor will REXELIAN be in any way liable for, an amount in excess of that actually paid by the Buyer for the purchase of the product(s) that do not comply with the provisions of clause 6.2

7. If in the opinion of the Buyer the goods or a portion of them do not meet the agreed conditions, the Buyer must provide a written account of the deficiencies found. Goods may not be returned to REXELIAN without REXELIAN’s prior written permission. REXELIAN will always have the right to examine the goods and to compare and verify them with its own samples.

8. The acquisition of equipment or products subject to patents does not confer on the Buyer any rights, expressed or implied, that are not duly specified.

9. The valid terms of payment are those stated in the order confirmation and/or on the invoice unless a change in these terms has been accepted in writing by REXELIAN. Failure to pay the invoice by its due date constitutes a substantial breach of contractual obligations. If the Buyer falls into arrears, REXELIAN will be entitled to demand payment of 5% interest on arrears. Any failure of the Buyer to comply with this condition or any justified doubt concerning the Buyer’s financial solvency will entitle REXELIAN to cancel future deliveries.

10. Taxes, duties or charges of any kind –whether for production, storage, sale, transport or consumption units that REXELIAN would have paid as a result of the goods specified in the order confirmation and/or in the invoice– must be borne by the Buyer unless an exemption from such payment is duly justified or both parties have agreed to the contrary in writing.

11. No liability will exist for the following: delay or non-delivery of the goods specified in the order confirmation due to any duly justified cause (including but not limited to labour problems, transport problems or strike; difficulties in carrying out the transport in an ordinary manner due to causes beyond REXELIAN’s control; epidemics, natural or other disasters, riots, difficulty or impossibility of obtaining materials, equipment or transport and/or court order) and/or force majeure beyond the control of or that the contracting parties are unable to remedy. Pursuant to this condition, a specific order concerning the goods affected by the delay may be cancelled on the grounds of the aforementioned conditions in the event of a delay of more than 60 days, but all other commitments made will remain in force. If the stock of goods for sale as specified in the order confirmation is limited for the aforementioned reasons, REXELIAN reserves the right to make use of the available stock in the proportions it considers fair and just.

12. The date appearing on the order confirmation and/or invoice is presumed to be the date on which the order was sent by post or e-mail.

13. The obligations that REXELIAN acquires by means of this instrument are limited entirely to the terms and conditions stated herein and, where applicable, in the order confirmation and/or the invoice. Expressly excluded are (i) any industrial or commercial use or custom; (ii) the terms and conditions stated in the Buyer’s order or its own conditions (general or specific), which may not coincide with the conditions specified herein. Any changes or additions to the conditions affecting this instrument will have no effect unless previously accepted in writing by the Buyer and REXELIAN.

14. Only the receipts of bank transfers to REXELIAN or other means specified on the invoice itself will be recognised as evidence of payment of invoices issued by REXELIAN.

15. The Buyer may not use the packaging that displays the brand name of supplied products for any other purpose that does not entail their destruction. The Buyer will be responsible for providing the disposal destination that the laws of its country stipulate for the environmental management of the packaging in which goods are sent.

16. Notifications and other communications sent between the parties will have full legal effect from the time that they are received by the addressees, with the Buyer’s address for the same being that stated on its order. The Buyer must provide an e-mail address, which it undertakes to maintain operational, and which must always be understood to be valid for the purposes of notification, including notification in the event of dispute or litigation.

17. The parties expressly submit to Spanish law, with the express exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
In the event of a dispute between the parties that they are unable to resolve amicably, they submit to the jurisdiction of the Courts of the city of Barcelona (Spain), expressly waiving their own jurisdiction if it is different.

18. If the Buyer receives the General Conditions of Sale in both Spanish and English, this will only be for the purpose of facilitating their understanding. In the event of a language discrepancy, the English version will always prevail.

Customer and Supplier Privacy Policy

This policy sets out how Grupo GNO companies process the personal data they gather in the course of their financial and business transactions mainly with customers and suppliers. These companies are the parent company GNO CORPORATE S.L.U. and its subsidiaries MOME INVESTMENTS S.L.U., IMP REAL STATE S.L.U. and GCR PLASTIC SOLUTIONS GROUP S.L.U. and its related undertakings (GESTORA CATALANA DE RESIDUOS, S.L.U, AM COMPUESTOS EUROPA S.L.U, TPC POLYMERS EUROPA S.L.U., VC CHEMICALS LOGISTICS S.L.U, ENVICO RESEARCH S.L.U, GCR GROUP INTERNATIONAL S.L.U., GCR SUSTAINABLE LOGISTICS S.L.U., EUROPEAN GREEN POLYMERS S.L.U., GREEN PLASTICS EUROPE S.L.U. and REAL SUSTAINABILITY S.L.U).  

I. Who is the controller?

The controller for the personal data is the GNO group company who enters into a business or financial relationship with potential customers, customers and suppliers as stated in the business proposal or in the service or supply contract.

Data subjects may email the controller at [email protected] if they have any enquiries or requests concerning personal data protection.

Grupo GNO undertakes to ensure that all processing by group companies of their customers’ and suppliers’ personal data complies with data protection regulations.

II. What type of data do we process?

The personal data that GNO group companies process concerning their customers and suppliers are:

• Identifying information (e.g. name and surname, sex, date and place of birth, nationality, passport or ID card number).
• Contact information (e.g. postal address, email address and landline and mobile phone numbers).
• Professional information (e.g. position and company name).
• Financial information (e.g. bank details).
• Image and data related to access to our facilities.

Under no circumstances do we process specially protected data.

All of the abovementioned data may be provided directly by you by submitting a business proposal, contract offer, etc. or by your company by giving us the documentation and other information required to perform the purpose of the contractual relationship between the parties. You or your company are required to report any changes in your data.

III. What do we process your personal data for?

We process your data for the purpose of managing a number of activities resulting from specific procedures performed in sales, after-sales service, supplier management, quality of services, etc. Hence we may use your data to undertake one or more of the following actions as part of our business relationship:

• Administrative, sales, tax and accounting/invoicing management.
• Receivables management.
• Managing requests for information.
• Handling complaints/suggestions.
• Providing, extending and enhancing the quality of the services rendered or asked for by the counterparty in the course of the contractual relationship.
• Designing new services related to the previous ones.

We will also process your data to:

• Conduct satisfaction surveys, market research, etc. so that we can provide you with the most appropriate offers and the best possible service quality, etc.
• Send product and service offers to potential customers and our customers which may be of interest to them.
• Undertake any other loyalty actions.

IV. Lawful basis for our processing

The lawful basis for our personal data processing is firstly the duty of the Grupo GNO contracting company to comply with its statutory obligations pursuant to Article 6(1)(c) GDPR, and secondly the performance of the contract to which the customer or supplier whose personal data are processed is a party pursuant to Article 6(1)(b) GDPR. Furthermore, the lawful basis for processing may sometimes be fulfilling legitimate interests pursued by Grupo GNO companies pursuant to Article 6(1)(f) GDPR or the express consent of the data subjects pursuant to Article 6(1)(a) GDPR.

V. Who do we share your data with?

Authorised personnel of the Grupo GNO contracting company may access the personal data of potential customers, customers and suppliers. Authorised personnel of GNO CORPORATE S.L.U., as parent company of Grupo GNO, may also have access to them from time to time.

In the case of GCR PLASTIC SOLUTIONS S.L.U. (hereinafter referred to as “GPS”) and its related undertakings, authorised personnel from GPS’s sales, development, finance and IT departments handle the processing of the personal data of customers, potential customers and suppliers of GPS and its related undertakings. These data are stored in a database to which both GPS and its related undertakings have access.

Personal data may also be disclosed to third parties such as IT service providers, database providers, cloud service providers, logistics companies, administrative management agencies, external consultants and lawyers. In such a case, we will ensure that the third party with access to your personal data complies with data protection regulations when performing the processing. Your personal data may also be disclosed to government authorities and courts when required by law or for the purpose of legal proceedings.

VI. How long do we keep the data?

The personal data of individuals related to potential customers, customers and suppliers which Grupo GNO companies compile through contact and/or information gathering forms will be retained until the data subject requests their erasure. The data provided by our customers and suppliers will be retained for as long as the business relationship between the parties is maintained, in all cases in compliance with the minimum statutory retention periods based on the subject matter.

Grupo GNO companies will in any event keep your personal data for such period of time as is reasonably necessary in view of our needs to address any issues that may arise or resolve problems, implement improvements and comply with applicable statutory requirements.

VII. Security measures

Grupo GNO companies are committed to protecting personal data and privacy and therefore process your data in the strictest confidence at all times and comply with the binding obligation of secrecy with respect to them. To this end, they have in place the technical and organisational measures required to protect the security of your data and prevent their alteration, loss, or unauthorised processing or access. The controller will inform anyone who has access to the data of their security obligations (non-disclosure, confidentiality and privacy) and their duty to maintain secrecy.

VIII. Your rights

Data protection regulations recognise the data subject’s right to access their data and obtain a copy of them, the right of rectification, the right of erasure, the right to restrict processing, the right to object to the processing of their data and the right to the portability of the data they supply (Article 15 et seq. GDPR).

To exercise your rights, you can email us at [email protected]. We will provide you with information on action taken on your request without undue delay and in any event within one month of receipt of the request. That period may be extended by two further months where necessary, taking into account the complexity and number of the requests. We will inform you of any such extension within one month of receipt of your request together with the reasons for the delay.

Finally, you have the right to lodge a complaint with the Spanish Data Protection Agency (www.aepd.es/es).

January 2023