GENERAL TERMS AND CONDITIONS
FOR ONLINE ORDERS FROM DEALERS AND RETAILERS
These General Terms and Conditions (hereinafter, “GTC”) are aimed at governing the placement of purchase orders for Mark Maddox branded products (hereinafter, “the Products”) through the “Clients’ Area” of the website www.markmaddox.es (hereinafter, “the Web Site”) that GRUPO MUNRECO, S.L. (hereinafter, “GRUPO MUNRECO”) exclusively available for customers who qualify as dealers or retailers for the Products (hereinafter, “the CLIENT/S”).
These GTC, and the related service for placement of purchase orders through the Clients’ Area of the Web Site they govern, shall accordingly apply, solely and exclusively, to businessmen and professionals, and under no circumstance whatsoever shall these GTC apply to customers qualifying as final users. However, not all businessmen and professional qualifying as dealers or retailers may access the service, only those who are clients of GRUPO MUNRECO and/or those having entered with GRUPO MUNRECO a distribution agreement referred to the Products. In any case, GRUPO MUNRECO hereby reserves its right to grant access to the online purchase order service through the Clients’ Area of the Web Site exclusively to those of its CLIENTS meeting certain solvency and seniority requirements.
GRUPO MUNRECO hereby reserves its right to modify, at any time and without prior notice, these GTC at its own discretion or as a result of changes in the existing regulations, jurisprudence or business practice. Should any such modification be made, the new version of these GTC will be posted on the Web Site for CLIENTS’ information. In any case, purchase orders placed by a CLIENT shall be governed by the GTC posted on the Web Site at the time the CLIENT’S access to the service and placement of the relevant purchase order.
For CLIENTS having entered into a distribution agreement or any other written and/or oral arrangement with GRUPO MUNRECO governing their relationship, these GTC supplement the provisions of those agreements or arrangements and shall be considered as special conditions exclusively applicable to any purchase orders placed, within the framework of the contractual and/or commercial relationship, through the Clients’ Area of the Web Site.
II. ACCEPTANCE OF GTC
III. REGISTRATION IN CLIENTS’ AREA
To access Clients’ Area of the Web Site and to place purchase orders therein, CLIENTS shall have a user name and a password. In order to obtain these, CLIENTS shall directly contact either the Customer Service, at the following e-mail address: email@example.com or at the following phone number: 914848000, or the Sales Department of GRUPO MUNRECO that, upon successful completion of the appropriate checks, shall issue CLIENTS with instructions for registration, a user name and a password. User names and password may be changed by CLIENTS upon accessing the Clients’ Area for the first time for registration purposes.
After accessing the Clients’ Area, CLIENTS will see under the tab “Company Information” the following data: company’s name, contact person, e-mail address for notices, and delivery address for orders. It is important that CLIENT’S information shall be accurate, particularly in the case of e-mail address as all the notices relating to the ordering process referred to in these GTC will be sent to that address. It is also particularly important in the case of delivery address as, per the provisions of Section IX (Delivery Terms and Conditions) below, all confirmed and accepted purchase orders will by default be delivered at that address.
CLIENTS may request changes in their information at the following e-mail address: firstname.lastname@example.org, at the following phone number: 914848000, or by contacting with GRUPO MUNRECO Sales Department.
Application of the provisions of the section “User Registration” in the Legal Notice to these GTC is particularly important, especially with regards to the obligation of providing truthful information and to the obligation of safekeeping the password and its confidentiality. Consequently, CLIENTS shall be sure of having carefully read the provisions of that section as, by placing a purchase order through the Clients’ Area of the Web Site, CLIENTS are expressly undertaking to comply with those provisions.
IV- INFORMATION ON THE PRODUCTS
The introduction of any given Product in the Clients’ Area of the Web Site at any given time does neither imply nor guarantee the availability at all times of the relevant Product. GRUPO MUNRECO hereby reserves its right to discontinue any Product at any given time.
GRUPO MUNRECO makes a Product Searcher available to CLIENTS; searches for Products may be based on description or on reference number. Search results are shown by category and collection. Additionally, CLIENTS may filter search results by colours, prices and/or collections. Search results may be sorted by price range and/or by novelty.
GRUPO MUNRECO makes every reasonable effort to offer the maximum accuracy in the description and features, including composition and colour, of the Products shown on the Web Site. Each Product shown includes a file with one or several photographs; the Product’s name, reference or code (SKU); unit price, excluding VAT; recommended retail price, including VAT; a brief description and details of the Product’s main features (e.g. functionalities, case and band material, diameter, finishing, closing mechanism, water resistance, etc.).
The information included in every Product file and/or in the photograph is referred to the actual marketed Products and is intended merely for information purposes, in order to offer the most accurate possible description; nevertheless, CLIENTS should bear in mind that the information is not comprehensive. Colours shown may vary depending on CLIENTS computer hardware; GRUPO MUNRECO cannot guarantee that any computer will show colours with the maximum accuracy.
Accordingly, GRUPO MUNRECO accepts no liability whatsoever for any errors appearing in that information; however, GRUPO MUNRECO undertakes to take all reasonable measures to correct any errors or omissions as soon as possible upon being notified thereof.
The Products prices shown in the Clients’ Area of the Web Site are the retail prices for CLIENTS of GRUPO MUNRECO. Unit price shown in the relevant Product file is exclusive of VAT and any other applicable taxes; unit price is also exclusive of the relevant shipping costs. Prices, both excluding and including VAT, will be shown further along the purchase order process. Shipping costs will be charged to the CLIENT. Shipping costs will be separately shown, and shall be previously accepted by the CLIENT. In any case, standard shipping of purchase orders over EUR 90 (net price of the Products included in the order) —EUR 200 for orders shipped to Andorra— shall be at no cost for the CLIENT.
GRUPO MUNRECO hereby reserves its right to modify, at any time and without prior notice, the unit price of Products shown in the Clients’ Area of the Web Site. Should any such modification be made, the new price will be posted on the relevant Product file in the Clients’ Area of the Web Site for CLIENTS’ information. In any case, the current Product price applicable to CLIENT’S purchase orders shall be the relevant price posted on the Web Site at the time the CLIENT’S placement of the relevant purchase order.
VI. CATALOGUES AND MANUALS
Under the tab “Materials & Downloads” of the Clients’ Area of the Web Site, GRUPO MUNRECO also makes available to CLIENTS a comprehensive set of documents relating to the Products. Therein CLIENTS may see and download not just Product catalogues, but also marketing materials such as brand manuals, Product photographs, displays, advertising campaigns, press releases, POS displays, etc., to be used in their respective point of sales under the terms therein set forth.
The information contained in GRUPO MUNRECO catalogues and printed advertising materials, and the Products or components technical features, etc. are solely illustrative and not binding on GRUPO MUNRECO. GRUPO MUNRECO shall only be liable for Products information and features contained in the order confirmation sent to the CLIENT.
Application of the provisions of the section “Intellectual Property, Industrial Property and Other Rights” in the Legal Notice to these GTC is particularly important, especially with regards to the obligation of upholding those rights that also apply to the catalogues, materials and other documents available to CLIENTS under the said “Materials & Downloads” section. Consequently, CLIENTS shall be sure of having carefully read the provisions of that section as, by registering and accessing the Clients’ Area of the Web Site CLIENTS are expressly undertaking to comply with those provisions.
VII. PLACEMENT OF PURCHASE ORDERS
GRUPO MUNRECO makes available to CLIENTS the possibility of placing purchase orders of Products through the Clients’ Area of the Web Site. The service for placing purchase orders online through the Clients’ Area of the Web Site is exclusively limited to CLIENTS of GRUPO MUNRECO who qualify as retailers and/or dealers of the Products as per the relevant agreement entered into with GRUPO MUNRECO and who have registered in the Clients’ Area in compliance with the provisions of Section I above.
Having accessed the Clients’ Area, prior duly identification, CLIENT shall proceed to the orders area. Once having located and identified the specific products whose acquisition is sought, CLIENT shall enter in the relevant Product file the desired quantity and click on the button “Add to Shopping Basket”. Product files will show both unit price (excluding VAT) and recommended retail price. During the process of order placement, the CLIENT can see its order by clicking on “See my Order” on the top right side of the screen that will show a summary of the Products added to the shopping basket, including reference, quantity and price. Similarly, the CLIENT can see an “Order Summary” showing the Product, its reference, unit price, desired amount and aggregate price, both before and after taxes; in any case, CLIENTS are encouraged to check this Order Summary before confirming and sending the order. At this point, the CLIENT may change its order. Once the CLIENT is satisfied with the order, he may then send it.
By clicking on the button “Send Order” during the process of order placement, the CLIENT declares its express, entire and without reserves acceptance of all the terms of these GTC that in any case may be saved and printed at CLIENT convenience.
Once the order is duly completed and the “Send Order” button has been clicked on, the Web Site will automatically issue a confirmation of the order registration by displaying an on-screen message of completed order with the following text “Your order has been successfully sent”. Additionally, the CLIENT will receive an e-mail in the e-mail address shown under “Company Information” informing the CLIENT that its order has been sent and providing CLIENT with a link where to track its order status. If no message is displayed on-screen and/or CLIENT does not receive the e-mail confirming the order placement, an error might have occurred during the process of sending the order; in that case the CLIENT shall check the “Order History” under the relevant section of the Clients’ Area of the Web Site to verify whether the order appears as placed. In any case, should the CLIENT require assistance with its order, CLIENT may at any time contact with GRUPO MUNRECO Customer Service at the following phone number: 914848000, or by sending an e-mail indicating the circumstances to email@example.com.
VIII. ORDER CONFIRMATION
Successfully sent orders shall be subject to confirmation by GRUPO MUNRECO. Accordingly, successfully sent orders shall be considered as order proposals until the relevant invoice is issued. To this purpose, upon confirmation of the order being successfully sent, the Web Site informs CLIENT that he shall be contacted by GRUPO MUNRECO in order to specify payment and delivery terms, a warning is additionally issued regarding the necessity of availability being by GRUPO MUNRECO for any ordered Products the availability of which showed the indications “To be confirmed” and/or “Available on request”.
For orders of Products whose availability needs to be confirmed by GRUPO MUNRECO as per the provisions of the paragraph above, once their availability has been verified GRUPO MUNRECO shall contact the CLIENT to inform on the availability of the Products and to specify, where applicable, the delivery term thereof, sending an e-mail to the CLIENT with the relevant information that must be confirmed by the CLIENT, also by e-mail.
GRUPO MUNRECO shall, then, update the order status in “Order History” of the Clients’ Are of the Web Site and send an e-mail to the CLIENT, to the e-mail address provided by the CLIENT in the section “Company Information” of the Clients’ Area of the Web Site, with a written confirmation of the order (hereinafter, “Order Confirmation”) informing CLIENT of the possibility of checking the order’s status and all its terms in the “Order History” section. Commercial terms applicable to each order, particularly payment and delivery terms, shall be those agreed by GRUPO MUNRECO and the relevant CLIENT. When no commercial terms have been agreed in writing during the process of Order Confirmation, the term of the agreement entered into by GRUPO MUNRECO and the relevant CLIENT shall apply.
GRUPO MUNRECO will make every reasonable effort to meet the demand for Products from all its CLIENTS. However, occasionally and due to circumstances beyond the control of GRUPO MUNRECO, an overload of orders or even human errors or incidents in the computerised systems may occur, in which case the quantity finally confirmed by GRUPO MUNRECO may differ from the quantity requested in the order initially placed by the CLIENT. Accordingly, the Order Confirmation may differ from the order initially place by the CLIENT and may therefore show differences in the Products and their quantities.
IX. SALE FORMALISATION
The Web Site’s aim is to promote the Products; accordingly, the main purpose of the information therein contained is to inform CLIENTS about the Products on offer, therefore it is a mere invitation to contract but it is not a binding offer.
The purchase and sale agreement between GRUPO MUNRECO and the CLIENT is deemed to be executed at the time the Order Confirmation is sent to the CLIENT’S e-mail, as per the provisions in Section VIII above.
The information stored by GRUPO MUNRECO relating to orders successfully placed through the Clients’ Area of the Web Site evidence all the transactions made between GRUPO MUNRECO and its CLIENTS through the Clients’ Area. CLIENTS may at all times check the balance of their accounts by accessing “Orders History” in the Clients’ Area of the Web Site, where a list of the invoices issued by GRUPO MUNRECO for firm orders placed by CLIENTS showing each invoice’s number, date of issue and amount is shown.
GRUPO MUNRECO hereby reserves its right to modify, once the Order Confirmation has been issued, the Products or to modify and/or replace, in whole or in part, the Products supplied, replacing them by other Products with similar or greater features and functionalities, prior information to and acceptance by the CLIENT.
Similarly, should any change in the financial position of any DEALER occur that might reduce the DEALER’S guarantee of creditworthiness and truthfulness, GRUPO MUNRECO shall be entitled to unilaterally cancel any order or to require specific assurances of compliance or to take any appropriate measures.
X. ORDER MODIFICATION AND/OR CANCELLATION
GRUPO MUNRECO shall not accept returns of orders.
Orders confirmed by GRUPO MUNRECO shall be deemed firm and irrevocable for CLIENTS. CLIENTS may only modify or cancel an order prior to the Order Confirmation issue.
Once a purchase order has been sent by the CLIENT in accordance with the provisions Section VII (Placement of Purchase Orders) above, GRUPO MUNRECO will under no circumstances whatsoever accept any modifications and/or cancellations of orders through the Clients’ Area of the Web Site. In order to modify and/or cancel an order, CLIENTS shall contact with GRUPO MUNRECO’S Customer Service.
CLIENTS’ requests to modify and/or cancel purchase orders may only be submitted prior to the issue of the relevant Order Confirmation by GRUPO MUNRECO in accordance with the provisions of Section VIII (Order Confirmation) above. Upon sending the Order Confirmation, GRUPO MUNRECO will proceed to preparing the order, which shall no longer be modified and/or cancelled by the CLIENT.
In any case, any modification and/or cancellation of orders requested in due time and form by the CLIENT will be subject to GRUPO MUNRECO express written acceptance. Otherwise, the validity and effectiveness of the purchase and sale agreement thereby executed shall prevail and non-compliance therewith shall entitle GRUPO MUNRECO to declare the termination thereof and to claim damages as per the provisions of Section 1124 of the Spanish Civil Code.
XI. DELIVERY TERMS
GRUPO MUNRECO hereby informs the CLIENT of the possibility that a single order be divided into several deliveries and that GRUPO MUNRECO reserves its right to consider each separate delivery as a separate sale.
Delivery times stated in the Order Confirmation are merely indicative and may not be considered as binding, since deliveries may be delayed for reasons beyond the control of GRUPO MUNRECO.
CLIENT hereby expressly waives any action against GRUPO MUNRECO arising from non-compliance with delivery times stated in the Order Confirmation. Accordingly, CLIENT hereby waives his right to declare the termination of the purchase and sale agreement and to claim damages for delayed delivery.
As a general rule, delivery date shall be the date when the order is available at GRUPO MUNRECO facilities, and delivery place shall be GRUPO MUNRECO warehouses located in Alcobendas. GRUPO MUNRECO’S obligations shall be deemed to be fulfilled upon delivery of the order to the shipping agent engaged by the CLIENT or to the CLIENT itself.
XI. INVOICING AND PAYMENT
GRUPO MUNRECO makes available to CLIENTS, under the tab “Electronic Invoice” in the Clients’ Area of the Web Site, the possibility of visualising and downloading the electronic invoice relating to each order.
Invoices will available under the tab “Electronic Invoice” as from the moment of the order being delivered and the relevant confirmation e-mail being sent to the CLIENT.
Invoices referred to purchase orders placed through the Clients’ Area of the Web Site shall be paid by CLIENTS in the manner stated in the invoice itself and in accordance with GRUPO MUNRECO general commercial policies. Should any invoice be defaulted when due, the provisions of the relevant agreement entered into by the CLIENT and GRUPO MUNRECO shall apply; as expressly stated herein above, those provisions shall also apply to any purchase orders placed through the Clients’ Area of the Web Site.
When an order is divided into several deliveries, delayed payment of any of the invoices relating to any of the partial deliveries shall entitle GRUPO MUNRECO to cancel any further deliveries, even without any notice or summons thereto; GRUPO MUNRECO shall in any case be entitled to claim damages. Similarly, when an order is divided into several deliveries, non-payment of any of the relating invoices shall entitle GRUPO MUNRECO to cancel any further deliveries for that order and to claim damages, all of which without any formal notice or summons thereto being required.
XIII. CLAIMS AND RETURNS
No return, irrespective of the reason thereto, shall be accepted without GRUPO MUNRECO’S prior consent.
The CLIENT, or where applicable the shipping agent receiving the order on behalf of the CLIENT, shall verify the order’s good condition and state in the delivery note any defects that might be observed in the packaging.
No claim shall be filed though channels other than the legal one, either by a legal action or, exceptionally, within six (6) months of reception of the relevant deliveries. Claims and complaints that might eventually be filed shall not entitle CLIENTS to suspend payment of any invoice issued on their name.
Upon the basis of the claim being acknowledged, either by mutual agreement or according to legal provisions, provided the relevant claim does not result in any discount being granted, CLIENT sole relief shall be, at GRUPO MUNRECO’S election, either the replacement of any defective product or the reimbursement of the price thereof, subject to the return of all Products. In any case, the CLIENT’S right to compensation is hereby excluded.
XIV. PRODUCT WARRANTY
All GRUPO MUNRECO Products are subject to strict quality controls; GRUPO MUNRECO warranties its Products for final users or consumers against any workmanship or material defects existing at the time of delivery and detected within two (2) years of the acquisition date. This warranty is without prejudice to any consumer’s rights recognised in the applicable regulations for Product non-conformity with the agreement; GRUPO MUNRECO hereby undertakes to uphold those rights. The Warranty Certificate accompanying every Product contains additional information on product warranty; additional information may also be obtained from GRUPO MUNRECO’S Customer Service. CLIENT’S warranty obligations towards GRUPO MUNRECO and towards final users or consumers are those set forth in the relevant agreement entered into by GRUPO MUNRECO and the CLIENT.
GRUPO MUNRECO database and Internet server meet the highest security standards and offer ensure the highest protection of CLIENT’S data against loss, abuse and/or unjustified and/or unauthorised access, disclosure, modification and/or erasure. Data are transmitted to GRUPO MUNRECO web server through a 128-bit encryption secure socket layer (SSL) process. Nevertheless, technical security in an environment such as the Internet is not impenetrable and data leaks may occur as a result of third-parties tortious actions; GRUPO MUNRECO shall accept no liability whatsoever for any damages caused by any person breaching the Web Site security systems.
All transactions made through the Clients’ Are of the Web Site and associated to the user name and password of a CLIENT shall, for all purposes and intents, be deemed to made by the CLIENT to which the relevant user name and password had been assigned and shall have full legal effects. Additionally, CLIENTS hereby accept that any electronic records existing in GRUPO MUNRECO’S computerised systems shall be full and valid evidence both of the contents of any electronic documents associated to their respective user name and password and of the existence of the transactions associated to those electronic documents.
CLIENTS hereby undertake to make an appropriate use of the contents and services offered by GRUPO MUNRECO and not to use them for any unlawful, illegal activities of for activities contrary to bona fide and public order; not to cause damages to the hardware or software of GRUPO MUNRECO, its suppliers or third parties; not to introduce or spread in the network computer viruses or any other software or hardware likely to cause the above mentioned damages. GRUPO MUNRECO cannot ensure that the Web Site will not be subject to phishing or denial-of-service attacks or other types of malware and/or attacks perpetrated by third parties; accordingly, GRUPO MUNRECO does not assume any responsibility whatsoever regarding the continuity of the Web Site contents and functions, which may at all times be discontinued without prior notice.
In that matter, the relevant provisions of the Legal Notice are also applicable to any transactions made through the Clients’ Area of the Web Site; accordingly, GRUPO MUNRECO hereby strongly recommends CLIENTS to read the Legal Notice before placing any orders through the Clients’ Area of the Web Site.
XVI. EXCLUSION OF LIABILITY
None of the provisions of these GTC shall exclude or limit the liability of GRUPO MUNRECO regarding any matter where such exclusion or limitation of liability would be illegal. Accordingly, GRUPO MUNRECO liability shall not be excluded or limited in case of CLIENT death, physical or health harm arising from GRUPO MUNRECO, its employees or agents tort or gross negligence. GRUPO MUNRECO does not hereby intend to exclude its liability for any misrepresentations made by GRUPO MUNRECO, its employees or agents.
Inasmuch as legally permitted, and subject to these GTC stating otherwise, GRUPO MUNRECO shall not accept any liability whatsoever towards CLIENTS for loss of profit, understood as any potential loss of income, sales, business, contracts, savings, etc. GRUPO MUNRECO shall neither accept any liability whatsoever for incidental losses, understood as a secondary effect of the main loss or damage, as a loss of profit or a loss of business opportunities. GRUPO MUNRECO shall neither accept any liability whatsoever for non-delivery of the Products or for non-compliance with any of its obligations hereunder resulting from circumstance beyond its control, including but not limited to fire, flood, storm, acts of vandalism, civil commotion, war, nuclear accidents or acts of terrorism.
The maximum liability assumed by GRUPO MUNRECO towards the CLIENT for any loss or damage suffered by purchases orders placed through the Clients’ Area of the Web Site shall be limited to the total price of the relevant order.
Similarly and inasmuch as legally permitted, GRUPO MUNRECO hereby excludes any warranties whatsoever, with the sole exception of any warranty that may not legally be excluded towards consumers, whose legal rights shall be affected by the provisions of these GTC.
Application of the provisions of the section “Limitation of Liability” in the Legal Notice to these GTC is particularly important. Consequently, CLIENTS shall be sure of having carefully read the provisions of that section as, by accessing and using the Clients’ Area of the Web Site CLIENTS are expressly undertaking to comply with those provisions.
XVII. PROTECTION OF PERSONAL DATA
In compliance with provisions of the existing regulations on the protection of personal data, and particularly with the provisions of Organic Law 15/1999, of 13 December, on the Protection of Personal data, we hereby inform you that by providing any information through the Web Site and, particularly, by providing the Company Information in the relevant Clients’ Area section, CLIENTS are expressly agreeing to these personal data, and any other personal data that might be provided throughout the commercial relation with GRUPO MUNRECO, being collected and processed by GRUPO MUNRECO and being included in the “CLIENTS” filing system whose controller is GRUPO MUNRECO, Avenida de Bruselas nº 32, Alcobendas (28108 Madrid).
The sole purpose of the above mentioned filing system is to comply with any obligations arising from the contractual and commercial relation between the parties, in particular for all matters relating to processing of purchase orders, forwarding of any and all notices provided for in connection with the processing of purchase orders, processing any eventual issues, shipment of Products, invoicing and payment processing, as well as for sending commercial communications relating to GRUPO MUNRECO Products, surveys and/or newsletters on the Products and usage of the Web Site. The information requested is necessary for the above mentioned purpose, and should it be not provided the requested agreement could not be executed. However, CLIENTS shall be at all times entitled to revoke their agreement and/or to exercise their right of access, rectification, cancellation and objection by mailing a letter, with an attached copy of the ID Card, the Company’s registered address —Avenida de Bruselas nº 32, Alcobendas (28018 Madrid)— or by sending an e-mail to firstname.lastname@example.org, in both cases stating the reference “Protection of Personal Data”. If you do not wish to receive commercial communications please tick the following checkbox:☐
Similarly, CLIENTS are hereby agreeing to the processing of any such personal data by GRUPO MUNRECO and by any third party with which GRUPO MUNRECO might have entered into an agreement for the provision of any services necessary to the contractual relation under which that third party requires access to any such personal data (e.g. the courier company and/or financial institutions processing payments, inter alia). Accordingly, GRUPO MUNRECO hereby reiterates to CLIENTS its commitment with a responsible and confidential use of personal data; a confidentiality obligation that GRUPO MUNRECO extends to all its employees.
The CLIENT hereby guarantees that any personal data and other information provided to GRUPO MUNRECO through the Web Site is lawful, actual, accurate, true and updated and accepts the responsibility of notifying GRUPO MUNRECO any change thereto. The CLIENT shall bear the exclusive liability for any direct or indirect damages suffered by GRUPO MUNRECO or any third party resulting from the provision of false, inaccurate, incomplete or non-updated data. The CLIENT shall not include personal data of third parties without having previously secured their previous informed and express consent; otherwise the CLIENT shall be the sole responsible for the inclusion thereof.
XVIII. SEVERABILITY AND NO WAIVER
Should any of the provisions of these GTC be declared null and void, voidable, invalid or ineffective, such circumstance shall not cause the nullity of the remaining provisions, which shall their full force and applicability and shall be construed in accordance with the parties intention and their purpose in these GTC.
No part of provision of these GTC shall be construed as a limitation of any mandatory legal provision.
GRUPO MUNRECO failure to exercise or delay in exercising any rights or privileges under these GTC shall under no circumstance operate as waiver, unless otherwise expressly agreed in writing by GRUPO MUNRECO.
XIX. GOVERNING LAW AND JURISDICTION
These GTC shall be governed and construed in accordance with the ordinary laws of Spain; similarly, any matters regarding the validity, compliance, non-compliance and/or enforceability of these GTC shall be governed and construed in accordance with the ordinary laws of Spain.
Similarly, the Parties, hereby waiving any other jurisdiction that may be applicable, submit any discrepancy, dispute and/or litigation arising out or in connection with these GTC to the exclusive arbitration of the Chamber of Commerce of Madrid (Spain). The arbitration venue shall be Madrid, and the arbitration proceedings shall be conducted in Spanish language and according to the applicable arbitration rules. The Parties hereby accept any award that may be entered by the appointed arbitrator; the arbitration award shall be binding on the parties.