General Terms of Sale and Technical Service COSMI

01Identification of COSMI and scope of application

Cosmi Full Color, S.L., with registered address at Ctra. Murcia Alicante, 1, km. 8, 30163 Cobatillas, Murcia, Spain, tax identification number C.I.F. B02839959, and registered with the corresponding Commercial Registry, acts as seller, manufacturer, importer, distributor and/or provider of technical services linked to LED and LCD technology products, components, spare parts, associated software, configuration, programming, repair, support and after-sales services.

These General Terms of Sale and Technical Service apply to all transactions carried out by COSMI with business or professional customers, especially distributors, partners, installers, integrators, resellers, companies and entities acting within the framework of their business or professional activity.

Formalising an order implies full acceptance of these terms, unless specific written terms are expressly accepted by COSMI. In the event of contradiction, the following order of precedence shall apply: quotation or specific contract accepted by COSMI, specific order terms, these general terms and, finally, the applicable commercial law.

The customer declares that it acts as a business or professional customer and not as an end consumer. If the customer resells, installs or supplies products to third parties or end customers, it shall be responsible for passing on the technical information, instructions for use, maintenance requirements, commercial terms and warranties that may legally or contractually apply.

02Commercial information, acceptance and order formalisation

The order shall be deemed requested when the customer sends a purchase order, accepts the quotation, signs and stamps the offer, confirms by email, makes the initial payment, authorises manufacturing or performs any equivalent act of acceptance.

COSMI may require written confirmation, signature, company stamp, acceptance by email, proof of payment, tax details, delivery details, technical authorisation or additional documentation before starting manufacturing, reservation, importation, handling or shipment.

Commercial communications, quotations, technical sheets, confirmations and terms may be sent by physical means, email, telephone, professional messaging or any other ordinary B2B communication channel. COSMI’s website, where applicable, shall be informational, a request-capture channel or a support tool, but shall not in itself constitute an e-commerce platform nor automatically formalise orders.

The customer guarantees that the information provided is true, complete and up to date, and that the person accepting the order has sufficient authority to bind the company, entity or professional that they represent.

03Products, technical data sheets, tolerances and compatibility

The technical characteristics, dimensions, pitch, resolution, brightness, IP rating, temperature ranges, indoor/outdoor use, compatible software, manuals, power consumption, components, spare parts and other parameters shall be those indicated in the technical data sheet, quotation, manual or documentation supplied by COSMI.

COSMI may update technical data sheets, finishes, components, firmware or product versions for reasons of improvement, availability, safety, technological evolution or component replacement, provided that this does not substantially reduce the agreed performance for the intended professional use.

Unless otherwise stated in the technical data sheet or quotation, certain behaviours inherent to LED/LCD technology, such as minor variations in colour, calibration, brightness, temperature, display or a limited number of anomalous pixels within reasonable technical tolerances, shall not be considered a defect if they do not prevent the normal professional use of the product.

The suitability of the product shall depend on location, viewing distance, environmental conditions, electrical installation, structure, ventilation, maintenance, sun exposure, salt, humidity, dust, vibration, impacts, handling, displayed content and actual use. Before confirming the order, the professional customer must verify that the product is suitable for its project, installation and end customer.

04Quotations, prices, taxes and validity

Prices shall be those indicated in the quotation, current price list or order confirmation accepted by COSMI. Unless expressly stated otherwise, prices do not include VAT, other taxes, eco-fee/WEEE, installation, transport, unloading, auxiliary means, civil works, legalisations, approvals, permits, structures, additional wiring or services not specifically included.

The validity period of the quotation shall be that indicated in the document itself. If no period is indicated, it shall be valid for 15 calendar days from its issue, except in the case of obvious error, extraordinary cost variation, availability, exchange rate, raw materials, international transport, customs duties or components.

COSMI may correct obvious typographical, arithmetic or material errors before acceptance of the order. Once the order has been accepted, any modification requested by the customer may affect the price, lead time, design, performance or warranty.

For imported, customised, handled or component-sensitive products, or products subject to fluctuations in international transport or currency exchange, the quotation may be subject to final confirmation of availability and costs before manufacturing, importation or reservation begins.

05Payment terms, retention of title and late payment

Unless otherwise agreed in writing, manufacturing, reservation or equipment purchase orders shall require an initial payment of 40% to start management, manufacturing, handling or reservation, and the remaining 60% before collection, shipment or making the goods available.

Total or partial non-payment entitles COSMI, to the extent permitted by law, to suspend deliveries, manufacturing, non-essential support, commercial credit, new reservations, out-of-warranty repairs and any pending supply until the debt has been fully settled.

COSMI retains ownership of the products until full payment of the price, taxes, transport, interest, costs and any other overdue amounts. Until then, the customer may not sell, transform, encumber, assign or permanently incorporate the products without COSMI’s express authorisation, unless otherwise agreed in writing or as part of an authorised commercial practice for distributors.

Late payments shall automatically accrue the statutory late-payment interest and recovery costs provided for under Spanish Law 3/2004 on combating late payment in commercial transactions, without prior notice, in addition to reasonable costs for collection, bank returns, legal advice or management.

Unless otherwise agreed in writing or required by mandatory law, payments shall be allocated first to costs, then to accrued interest and then to the oldest outstanding debt.

06Manufacturing, customised products, reservations and modifications

Products shall be considered customised, personalised or handled when they are manufactured, adapted, configured, labelled, integrated, modified, specifically imported or reserved according to the customer’s specifications, dimensions, files, design, project or instructions.

Customised orders must be confirmed in writing by acceptance of the quotation, signature, company stamp, email or equivalent means. Once manufacturing, handling, specific importation, component purchasing or reservation has begun, the order may not be unilaterally cancelled by the customer unless COSMI expressly accepts it.

Modifications requested by the customer after confirmation may generate labour, material, management, transport, technical review, component loss, delay and any other reasonable costs. COSMI may quote such costs before carrying out the modification.

If the customer fails to provide files, dimensions, permits, technical data, access, content, authorisations or required approvals on time, lead times shall be suspended until they are correctly received.

07Lead times, delivery, transport and transfer of risk

Delivery or manufacturing lead times are indicative unless an essential deadline is expressly agreed in writing. For products in stock or standard manufacturing, an estimated lead time of 5 to 10 working days may be indicated from receipt of the initial payment or complete confirmation; for imports, special products or customised products, the lead time may be longer depending on availability and transport.

Failure to meet an indicative deadline shall not entitle the customer to cancel the order or claim damages where the delay is due to transport, customs, lack of components, force majeure, technical incident, manufacturing variation, lack of customer data or causes not directly attributable to COSMI.

Unless otherwise agreed, transport is not included. The customer may send its own courier or request, where available, transport arranged by COSMI at the customer’s expense. The contracting or coordination of transport by COSMI shall not necessarily make COSMI the carrier nor alter the agreed transfer of risk.

In B2B transactions, risk shall transfer to the customer when the goods are made available at COSMI’s warehouse or delivered to the carrier designated, contracted or accepted by the customer, unless expressly agreed otherwise.

The customer must inspect packaging and goods upon receipt. In the event of impact, breakage, missing packages, visible damage or transport incident, the customer must record it on the carrier’s delivery note and notify COSMI in writing within a maximum period of 24 hours, attaching photographs, video, delivery note with reservation and order identification.

08Storage, uncollected goods and warehousing costs

When the goods are available and the customer delays collection, final payment, courier shipment, provision of data or collection for reasons not attributable to COSMI, COSMI may require the customer in writing to complete payment or collection.

After 15 calendar days from the goods being made available without collection for reasons attributable to the customer, COSMI may charge reasonable storage, custody, insurance, handling and conservation costs.

After 90 calendar days from the goods being made available without collection, and always after reliable prior notice granting a reasonable additional period, COSMI may terminate the order, dispose of the goods, sell them to third parties or start a new order if the customer remains interested, allocating any amounts paid on account to costs, expenses, depreciation, damages and losses, without prejudice to claiming outstanding amounts.

09Installation, configuration, software and product use

The price does not include installation, dismantling, assembly, civil works, lifting, approvals, legalisations, technical projects, licences, permits, administrative communications, power connections, electrical certificates, structures, anchors, machinery, travel or training, unless expressly stated in the quotation.

Initial configuration, where applicable, is limited to functional testing, basic factory programming and pre-delivery checking. Any advanced programming, content loading, integration with external systems, network configuration, cloud, sensors, software, scoreboards, maintenance or special support may be quoted separately.

The professional customer shall be responsible for having suitable electrical installation, protections, earthing, network, structure, ventilation, accessibility, permits and adequate safety conditions for the product. It shall also be responsible for ensuring that its installers, resellers or end customers comply with COSMI’s manuals, technical data sheets, applicable regulations and instructions.

The customer is responsible for the content it displays, uploads or provides for playback on the equipment, including compliance with intellectual property, image rights, advertising, protection of minors, schedules, licences, commercial communications, sector regulations and any required authorisation.

Remote support may require access to equipment, software, network, content or credentials. The customer must expressly authorise such access, provide temporary credentials where possible and remove or change credentials once the intervention has ended.

10B2B commercial warranty and technical service

Unless otherwise agreed in writing, COSMI offers professional customers a 3-year commercial warranty against manufacturing defects in the product, limited to repair, replacement, delivery of an equivalent part, credit note or reasonable technical solution at COSMI’s discretion, taking into account the nature of the product, availability of spare parts, repair cost, severity of the defect and time of use.

The warranty does not cover damage, faults or deterioration arising from misuse, unauthorised handling, incorrect installation, dismantling or transport after installation, impacts, vandalism, humidity, salt, dust, temperatures outside the permitted range, insufficient ventilation, power surges, lack of earthing, poor maintenance, use of unauthorised software or firmware, modifications, force majeure, normal wear and tear, consumables, content or environmental conditions of the area.

The existence of a defect does not automatically imply return, order termination or full replacement of the equipment. COSMI may diagnose the incident and apply the proportional technical measure that corresponds.

To process a warranty claim or repair, the customer must request the technical service form or incident number from COSMI, provide the invoice, fault description, photographs or videos, serial number, installation conditions and any necessary technical information. COSMI may require prior review at its facilities or by remote means.

Unless an original defect is confirmed or otherwise agreed, shipping costs to the technical service, packaging, dismantling, assembly, auxiliary means, travel and transport shall be borne entirely by the customer. If an original defect attributable to COSMI is confirmed, COSMI shall assume or reimburse reasonable transport costs previously authorised.

Products sent to technical service must be shipped, whenever possible, with original packaging or equivalent packaging that prevents damage. COSMI shall not be liable for damage caused by insufficient packaging, subsequent transport, handling or assembly by third parties.

Repair or replacement under warranty shall not restart the overall warranty period unless otherwise agreed in writing or required by mandatory law. Replaced parts may remain in COSMI’s possession for analysis, recycling or technical management.

11Cancellations, returns and non-defective goods

In B2B transactions there is no general right of withdrawal. Returns of non-defective products shall require COSMI’s prior written authorisation, goods in perfect condition, original packaging, no use or installation and acceptance of the financial conditions of return.

Customised, personalised, handled, specifically imported, customer-configured or made-to-order products cannot be cancelled or returned at the customer’s sole discretion once the manufacturing, reservation, handling or importation process has begun.

Where COSMI exceptionally accepts a commercial return of non-defective goods, it may apply depreciation, penalty or management costs. Unless otherwise agreed, the maximum credit shall be 90% of the purchase value, provided that the product is received in the same condition in which it was delivered. If it is not received in perfect condition, COSMI may reject the return or apply the corresponding depreciation.

Transport, packaging, insurance, inspection, handling and return costs for an accepted commercial return shall be borne by the customer, unless otherwise agreed in writing.

12Claims for quantity, quality or defects

Claims for missing packages, visible damage, quantity errors or apparent defects must be notified in writing as soon as possible and, in any case, within 24 hours following receipt when they relate to transport, and within 4 calendar days following receipt for apparent defects in quantity, quality or delivery.

Claims for hidden defects must be notified in writing as soon as they are detected and, in any case, within 15 calendar days following detection, providing a description, evidence, photographs, videos, serial number, invoice and installation or use conditions.

COSMI may require prior technical review before accepting replacements, repairs, credit notes or returns. The physical acceptance of a product at the warehouse or technical service does not imply acknowledgement of defect, warranty or liability until there is a technical diagnosis.

Failure to notify within the deadline, product handling, installation without reservation or lack of sufficient evidence may limit or exclude the claim where it prevents verification of the origin, timing or scope of the incident.

13Responsibility of the distributor or professional customer

The professional customer is responsible for resale, offering, installation, advice, information, assembly, maintenance and service to its own customers or end recipients, unless COSMI expressly assumes any of these functions in writing.

The customer must pass on to its end customers or third parties the instructions, manuals, warnings, technical limitations, installation conditions, maintenance requirements, warranty terms and usage rules necessary for the correct operation and conservation of the products.

Where the customer modifies, integrates, installs, labels, combines, reprogrammes or resells COSMI products through its own intervention, it shall be liable towards COSMI and third parties for damages, claims or costs arising from such intervention, except for manufacturing defects attributable to COSMI.

14COSMI’s liability and force majeure

COSMI shall be liable in accordance with applicable regulations for breaches directly attributable to COSMI, manufacturing defects or proven contractual breaches, within the legally permitted limits.

Except in cases of wilful misconduct, gross negligence, liability for defective products, personal injury or mandatory rule to the contrary, COSMI’s total liability for direct damages arising from a B2B order shall be limited to the amount actually paid by the customer for the product or service giving rise to the claim.

COSMI shall not be liable for loss of profit, loss of business, loss of sales, loss of data, loss of opportunity, penalties imposed on the customer by third parties, advertising campaigns not broadcast, supplier replacement costs, indirect reputational damage or any indirect or consequential damages, unless otherwise agreed in writing or required by mandatory law.

COSMI shall not be liable for delays or breaches due to force majeure, fortuitous event, strikes, wars, pandemics, disasters, fires, customs restrictions, port closures, lack of materials, machinery breakdowns, transport interruptions, administrative decisions, external cyber incidents, utility failures, manufacturer incidents or any cause reasonably beyond its control.

15Personal data protection

Data controller: COSMI FULL COLOR, S.L., with registered address at Ctra. Murcia Alicante, 1, km. 8, 30163 Cobatillas, Murcia, Spain. Privacy contact email: soporte@cosmi.es.

Scope: although the contractual relationship is B2B, COSMI may process personal data of directors, representatives, employees, technicians, installers, self-employed professionals, contact persons, delivery recipients and other interlocutors linked to the professional customer.

Purposes: to manage quotations, orders, invoicing, collections, deliveries, warranties, repairs, technical service, customer service, distributor relationships, remote support, administrative communications, legal compliance, fraud prevention, incident management, defence of claims and, where applicable, B2B commercial communications.

Legal basis: performance of a contract or pre-contractual measures; compliance with legal, tax, accounting, commercial, WEEE and administrative obligations; legitimate interest in security, prevention of non-payment, management of professional customers, claims and B2B commercial communications related to similar products or services; and consent where required.

Data processed: identification and contact data, professional data, tax, banking or payment data, delivery and billing addresses, order history, incidents, warranties, communications and, where applicable, technical data associated with equipment, installations, networks, users, temporary credentials or support.

Recipients: banks, carriers, logistics operators, software/cloud providers, manufacturers, technical service providers, advisors, lawyers, insurers, debt collection entities and Public Administrations where necessary or legally required.

International transfers: no international transfers of personal data outside the European Economic Area shall be carried out unless they are necessary for manufacturing, technical support, warranty, cloud or order management and appropriate safeguards are adopted in accordance with the GDPR, such as adequacy decisions, standard contractual clauses or other valid mechanisms.

Retention: data shall be kept for the duration of the contractual relationship and thereafter for the periods necessary to comply with legal obligations and address possible liabilities, claims, warranties and limitation periods.

Rights: data subjects may exercise their rights of access, rectification, erasure, objection, restriction, portability and, where applicable, not to be subject to automated decisions, by contacting COSMI’s privacy email or registered address and proving their identity. They may also lodge a complaint with the Spanish Data Protection Agency.

Third-party data: if the customer provides personal data of employees, installers, end customers or other third parties, it guarantees that it has a legal basis to disclose such data to COSMI and that it has informed the data subjects as required by applicable regulations.

Data processing on behalf of the customer: if, in order to provide support, installation, programming, maintenance, remote access or related services, COSMI processes personal data on behalf of the customer, the parties shall formalise, where applicable, the corresponding data processing agreement pursuant to Article 28 of the GDPR.

16Commercial communications and professional channels

COSMI may send commercial communications by electronic means to professional customers where there is a sufficient legal basis, especially a previous contractual relationship concerning similar products or services, legitimate interest or consent where required, always offering a simple and free means to object or unsubscribe.

The use of newsletters, web forms, landing pages, cookies or third-party platforms must be aligned with COSMI’s legal notice, privacy policy and cookie policy, without this implying the activation of automatic e-commerce if COSMI has not implemented it.

17WEEE, eco-fee and environmental obligations

Where the products qualify as electrical and electronic equipment (EEE), the regulations on waste electrical and electronic equipment (WEEE) shall apply. Prices may include or itemise eco-fees or other environmental costs where applicable.

The professional customer undertakes not to abandon electrical or electronic equipment and to manage waste through authorised channels. Where applicable, COSMI shall provide information on the options for collection or delivery of equivalent WEEE in accordance with current regulations.

In B2B transactions, the parties may agree specific conditions for collection, treatment, transport, documentation, costs and environmental management responsibilities where required by the nature, size, location or professional use of the equipment.

18Intellectual property, documentation, trademarks and confidentiality

COSMI’s manuals, configurations, designs, quotations, plans, technical documentation, photographs, training content, software, trademarks, logos and other materials are protected by intellectual or industrial property rights. Their delivery to the customer does not imply any transfer of rights unless authorised in writing.

The customer may not copy, modify, distribute, publish or provide to third parties COSMI’s technical documentation, credentials, software, configurations, content or materials except as strictly necessary for installation, ordinary use, authorised resale or support of the purchased product.

The parties shall treat as confidential any technical, commercial, financial or strategic information received in connection with the contractual relationship, unless it is public, legally required to be disclosed or authorised for disclosure.

19Professional support, claims and amicable resolution

Claims may be addressed to COSMI in writing at its registered address or to the contact email indicated in the quotation, invoice, website or these terms. COSMI may request documentation, photographs, videos, reports, delivery notes, packaging, serial number or remote access in order to assess the incident.

The parties may attempt an amicable solution before taking legal action, without this automatically suspending payment, collection, warranty or limitation periods unless agreed in writing.

20Validity and retention of evidence

These terms replace previous versions from the date of publication, communication or incorporation into a quotation, order or contract. Amendments shall not affect orders already accepted unless agreed by the parties or required by mandatory law.

COSMI shall retain reasonable evidence of order acceptance and applicable terms, including quotations, invoices, electronic communications, proof of payment, delivery notes, technical documentation, technical service forms and incident records.

21Supplementary law

The parties agree to submit to the provisions of Spanish legislation in force on the matter and to the courts and tribunals of Murcia.