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Select Seven

Select Seven Terms and Conditions

General B2B Terms and Conditions | Select Seven
General B2B Terms and Conditions

General B2B Terms and Conditions

Document drafted for transactions between businesses or professionals regarding the supply of hardware, software, assembled equipment, technical services, configuration, implementation, maintenance, support, and technology projects by Select Seven.

Version: 1.0 | Scope: B2B | Contract language: Spanish

Important: This text is intended for contracts between businesses or professionals. It is not intended as the primary text for B2C sales to end consumers.

1. Supplier Identification

Trade Name: Select Seven

Owner: [Enter the business name or first and last name of the owner]

Tax ID: ES45728284Y

Address: Calle Acoraida 17, 38320 San Cristóbal de La Laguna, Santa Cruz de Tenerife, Spain

Email: info@selectseven.net

Phone: +34 699 42 54 44

Legal basis for identifying information: Article 10 of Law 34/2002, of July 11, on Information Society Services and Electronic Commerce.

2. Nature of the Contract and Scope of Application

These terms and conditions govern all offers, quotes, orders, acceptances, sales, supplies, assembly, configuration, implementation, delivery, and provision of services performed by Select Seven for customers acting in the course of their business or professional activities.

The customer expressly declares that they are acting as a business owner or professional and not as a consumer or user. Consequently, the relationships governed by this document are subject to the principle of contractual freedom, applicable civil and commercial law, regulations on electronic contracting, and regulations on late payment in commercial transactions.

Legal Basis: Articles 1255, 1258, and 1262 of the Civil Code, and Article 2 of the Commercial Code.

3. Incorporation and Acceptance of the Terms

These terms and conditions shall be incorporated into the contract once they have been made available to the customer by any means that allows for their review and retention, and the customer expresses their express or tacit acceptance through any of the following actions:

  • acceptance via email, courier, or signature;
  • issuance of a purchase order or order;
  • full or partial payment of a quote, pro forma invoice, or invoice;
  • request for procurement, reservation, assembly, configuration, or implementation;
  • uncontested receipt of goods, licenses, passwords, access credentials, or services.

Any customer purchase terms that contradict or alter these terms and conditions shall be excluded unless expressly accepted in writing by Select Seven.

The incorporation of general terms and conditions requires acceptance and contractual reference in accordance with Article 5 of Law 7/1998, of April 13, on general terms and conditions of contracts.

4. Mandatory Request Channel for Complex Projects and Orders

For purposes of technical control, traceability, documentary evidence, and precise definition of the order, Select Seven may require that orders for multiple pieces of equipment, custom projects, integrations, complex configurations, recurring purchases, or any request requiring a technical review be submitted exclusively in writing via email or through a form provided for that purpose.

Operational rule: Telephone calls, voice messages, or informal messaging serve only a preliminary or descriptive purpose but do not substitute for a formal written request when required by Select Seven.

The customer’s formal request must include, at a minimum, full identification, tax information, the number of devices or units, intended use, required software, desired delivery date, and any relevant technical restrictions.

5. Quotes, Offers, and Validity

Unless otherwise indicated, all quotes are non-binding until expressly accepted and are subject to stock levels, price, supplier availability, exchange rates, logistics costs, compatibility issues, material errors, and final technical feasibility.

The preparation of a quote does not constitute an automatic reservation of units, a price lock, or a stock hold.

6. Formation of the Contract

Unless otherwise agreed, the contract shall be deemed formed when all of the following elements are cumulatively met: a sufficiently identifiable offer, the customer’s acceptance by a reliable means, acceptance of these terms and conditions, compliance with the advance payment or payment terms required by Select Seven, and technical feasibility and reasonable availability at the time the order is executed.

7. Prices, Taxes, and Adjustments

Prices may be expressed with or without taxes, depending on the document issued. If, between the offer and fulfillment, there is an objective and verifiable change in the cost of procurement, transportation, exchange rates, tariffs, taxes, third-party services, or availability, Select Seven may revise the price prior to fulfilling the order or propose an equivalent alternative.

8. Payment Terms and Enforceability

8.1 General Payment Rule

Unless otherwise agreed in writing, payment shall be 100% in advance for supplies of hardware, software, licenses, consumables, assembled equipment, components, custom orders, orders placed with suppliers, and configuration or implementation work requiring the prior purchase of materials or reserved technical resources.

8.2 Due Date

Payment shall be due on the date indicated in the estimate, pro forma invoice, or invoice. Mere receipt of the product or service does not alter the due date. The customer waives the right to withhold, offset, or delay payments due to non-essential issues, minor discrepancies, or claims unrelated to the principal amount due, without prejudice to the customer’s right to file the corresponding claim through a separate channel.

8.3 Payment Methods

Payments may be made by bank transfer, credit card, payment gateway, third-party financing, or any other method accepted by Select Seven. Any bank fees, return fees, chargeback fees, non-payment fees, financing fees, or payment gateway fees attributable to the customer shall be the customer’s sole responsibility.

Strict Default Clause. Any amount that is due, liquidated, and enforceable but not paid by its due date shall automatically place the customer in default, without the need for additional notice, where applicable under applicable regulations and the agreed-upon due date.

9. Default, Interest, Collection Costs, and Suspension Due to Nonpayment

In the event of total or partial non-payment, late payment, or returned payments, Select Seven may, at its sole discretion and without the need for the customer’s authorization:

  • immediately suspend any ongoing service;
  • halt new deliveries, installations, configurations, or activations;
  • withhold the issuance of access codes, licenses, credentials, technical documentation, or final delivery;
  • cancel pending or unfilled orders;
  • pursue legal or out-of-court collection of the amounts owed;
  • require full advance payment for any future transactions;
  • refuse to open new files, provide quotes, or accept orders until the matter has been fully resolved.

In commercial transactions between companies or professionals, non-payment shall accrue the agreed-upon late-payment interest and, in the absence of a valid, higher specific agreement, the statutory interest provided for by Law 3/2004, in addition to the fixed compensation and legally recoverable collection costs.

ConsequencesApplicable Provisions
Late-payment interestAs agreed; and in the absence thereof, the statutory rate under Law 3/2004 for commercial transactions.
Automatic compensation€40 for collection costs, added to the principal debt when there is a default under the terms of the law.
Additional CostsAll duly documented collection costs exceeding €40, including reasonable fees for claims and collection.
Internal Operational MeasuresService suspended and new transactions blocked until full payment is made.
Law 3/2004 establishes that late-payment interest shall be the agreed-upon rate or, failing that, the applicable statutory rate (Article 7), and recognizes a fixed amount of 40 euros for collection costs, in addition to substantiated costs exceeding that amount (Article 8). It also declares null and void any clauses or practices that exclude late payment interest or compensation for collection costs when such exclusion is abusive to the detriment of the creditor (Article 9).

10. Retention of Title and Transfer of Risk

Unless otherwise provided by applicable mandatory law, title to the goods supplied shall remain with Select Seven until full payment of the price, taxes, interest, expenses, and ancillary amounts arising from the transaction.

Although title is reserved, the risk of loss, deterioration, accidental damage, improper handling, defective installation by a third party, or misuse shall pass to the customer upon physical delivery, making the goods available, or removal from the warehouse, as applicable.

11. Stock, Availability, and Substitutions

All product availability, quantities, delivery times, and prices are subject to the supplier’s actual stock at the time the order is placed. Screenshots, inquiries, lists, or prior verifications are for informational purposes only and may vary without prior notice due to market fluctuations.

12. Delivery and Completion Deadlines

Delivery, assembly, configuration, commissioning, or support timelines are estimates unless an essential deadline is expressly accepted in writing. Under no circumstances will a deadline be guaranteed when the operation depends on external sourcing, a carrier, a manufacturer, an importer, a distributor, force majeure, or third-party approvals.

13. Delivery, Installation, and Acceptance

The customer must inspect the goods or the result of the service with professional diligence and report in writing any appreciable non-conformity, shipping damage, material error, discrepancy in item number, or visible issue within a maximum of 48 hours from receipt, providing sufficient evidence.

14. Technical Services, Configuration, and Functional Acceptance

Assembly, installation, configuration, cloning, deployment, optimization, training, migration, or support services are provided in accordance with the scope defined in the proposal. Any work outside the scope, unforeseen scope expansion, undocumented non-pre-existing issue, or intervention resulting from a change in the customer’s criteria will be billed separately.

15. Software Licenses and Third-Party Products

Licenses, subscriptions, OEM software, activation keys, cloud services, or third-party products are subject not only to these terms but also to the rules of the manufacturer, publisher, or license provider. No refunds will be issued for licenses, keys, activations, or digital products once they have been delivered, issued, sent, activated, registered, or made available to the client, except in cases of mandatory legal obligation or a defect attributable to the issuer.

16. Warranties, Issues, and Exclusions

In B2B transactions, coverage for defects, issues, RMAs, or non-conformity shall be governed primarily by the accepted offer, the manufacturer’s commercial warranty, and the civil and commercial laws applicable to the type of supply. Excluded are, among others, damages or issues resulting from unauthorized tampering, impacts, moisture, power surges, improper use, third-party software, malware, user-induced alterations, or undeclared incompatibilities.

17. Returns and Cancellations

Given the professional nature of B2B transactions, there is no automatic right of withdrawal comparable to consumer protection laws unless expressly provided for by law.

Cancellations and returns will not be accepted for products ordered specifically for the customer, custom-assembled or configured equipment, software, licenses, keys, or delivered digital products; unsealed or altered items that cannot be resold as new; or services that have been fully or partially performed.

18. Operational Right of Retention and Legitimate Suspension

In the event of non-payment, late payment, lack of cooperation from the customer, failure to provide necessary approvals, non-compliance with documentation requirements, or a reasonable risk to collection, Select Seven may suspend deliveries, work, support, ongoing returns, dealings with third parties, or the release of pending materials until the customer’s overdue obligations have been settled.

19. Limitation of Liability

Except in cases of willful misconduct or gross negligence, Select Seven’s total cumulative liability for a specific transaction shall be limited, at most, to the amount actually charged to the customer for the supply or service directly affected. Under no circumstances shall Select Seven be liable for lost profits, loss of business, loss of opportunity, loss of data, or indirect or consequential damages.

20. Force Majeure and Circumstances Beyond Control

Select Seven shall not be liable for any failure to perform or delay caused by reasonably unavoidable circumstances beyond its control, including widespread stock shortages, logistical issues, strikes, import restrictions, third-party cyber incidents, power or telecommunications outages, epidemics, acts of government, or force majeure.

21. Electronic Evidence, Communications, and Retention

The parties acknowledge the full evidentiary validity of emails, electronically issued quotes, messages, digital acceptances, payment records, delivery notes, support tickets, logs, screenshots, invoices, and other electronic records related to the transaction.

The LSSI recognizes the admissibility as documentary evidence of electronic records evidencing a contract entered into electronically.

22. Data Protection

The personal business contact information provided by the client will be processed to manage the commercial, administrative, tax, technical, and support relationships, as well as to comply with legal obligations and defend the legitimate rights and interests of Select Seven.

23. Customer Default and Collection Measures

If the customer fails to fulfill their obligations regarding payment, cooperation, receipt, validation, or provision of information, Select Seven may take, cumulatively, any measures that are lawful and reasonably necessary to protect its credit and minimize its losses.

  • amicable and enforceable demands for payment;
  • rebilling of return, storage, or reshipment costs;
  • entrusting collection to professionals or collection agencies;
  • filing of legal actions to recover the debt;
  • claiming the principal amount, interest, statutory compensation, and collection costs;
  • requesting injunctive relief or credit security measures when appropriate.

24. Intellectual Property and Technical Documentation

Quotes, reports, technical specifications, architectural descriptions, internal documentation, templates, configurations, images, texts, and any other materials prepared by Select Seven shall remain the intellectual property of Select Seven or subject to its legitimate use, unless expressly transferred in writing.

25. Partial Invalidity and Survival of the Contract

If any provision is found to be null, invalid, or unenforceable, such circumstance shall not affect the validity of the remaining provisions, which shall remain in full force and effect with respect to matters not affected.

26. Governing Law and Jurisdiction

The contractual relationship shall be governed by Spanish law. For any disputes arising from the interpretation, execution, performance, or breach of these terms and conditions, the parties, expressly waiving any other jurisdiction to which they may be entitled, submit to the courts and tribunals of Select Seven’s place of business, unless a mandatory provision provides otherwise.

27. Termination Clause

Without payment in full, there will be no continued service.

Select Seven will not accept new purchases, reservations, studies, setups, configurations, additional support, expansions, or projects from customers who have outstanding, due, and payable amounts. Full settlement of the debt is a prerequisite for reactivating any service.