General Terms of Sale — Business Buyers Only

Document ID: FDT-TOS-2026-v1.3-EN
Version: 1.3
Last updated: 13 July 2026
Applies to: freeze-drying.tech and the corresponding sales channels operated under Freeze-drying.tech, Liofilizacion.es and Liofilizacao.pt

1. Seller and contact details

1.1 These General Terms of Sale (“Terms”) govern quotations, online order requests, reservations, orders, sales, deliveries, accessories, spare parts, installation, commissioning, training and related services supplied by:

Seller: Jan Panek, autónomo — a self-employed natural person established in Spain
Trading names: Freeze-drying.tech, Liofilizacion.es and Liofilizacao.pt
Spanish NIF: Y2362080V
EU VAT number: ESY2362080V
Address: Rotonda de Versalles 23, 28512 Villar del Olmo, Madrid, Spain
Email: team@freeze-drying.tech
Telephone: +34 614 332 324

1.2 In these Terms, “Seller”, “we”, “us” and “our” mean Jan Panek. “Buyer”, “you” and “your” mean the business or professional identified in the Order Confirmation.

2. B2B-only online sales

2.1 The online ordering, reservation and payment facility is available exclusively to customers purchasing for purposes related to their trade, business, craft or profession.

2.2 A natural person purchasing wholly or mainly for private, domestic or household purposes is a “Consumer” and may not conclude a purchase through the online checkout. Selecting “Consumer” blocks online payment and routes the person to an enquiry channel. We may accept, refuse or separately negotiate an exceptional Consumer sale, but only under separate pre-contractual information and terms provided before that Consumer becomes bound.

2.3 By proceeding as a Business Buyer, the Buyer represents and warrants that:

(a) the Products are acquired exclusively for business or professional use and not wholly or mainly for private, domestic or household use;
(b) all legal-name, business-activity, authority, tax-identification, billing, delivery, intended-use and transport information supplied is complete and accurate; and
(c) the person placing the order is authorised to bind the identified Buyer.

2.4 We rely on these representations when assessing eligibility, pricing, VAT treatment, manufacturer commitments, production allocation, transport and compliance. A materially false or misleading declaration is a material breach. To the extent permitted by law, we may reject or cancel the order, suspend production or dispatch, set off amounts held against reasonable documented costs and losses, and recover additional taxes, duties, manufacturer charges, freight, professional costs and other direct losses caused by the misrepresentation.

2.5 A Buyer may not benefit from its own deliberate misrepresentation. If mandatory consumer law is nevertheless held to apply despite the Buyer’s declaration and our B2B controls, those mandatory provisions prevail only to the extent legally required.

3. Scope, priority and excluded arrangements

3.1 These Terms apply to each quotation, Order Confirmation and sale unless a signed written agreement expressly states otherwise.

3.2 The Order Confirmation and any expressly incorporated technical schedule prevail over these Terms to the extent of a specific inconsistency. A quotation, pro forma invoice, product page, payment receipt, automated acknowledgement or customer purchase order does not override these Terms unless the Order Confirmation expressly incorporates the relevant provision.

3.3 The Buyer’s standard purchasing conditions do not apply unless we expressly accept them in a signed written document.

3.4 Rentals, demonstrations, loans, lease-to-own arrangements, possession before full payment, consumer credit, deferred-payment use arrangements and similar transactions are not governed as sales under these Terms. They require a separate signed agreement and, where relevant, separate tax, financing and regulatory review.

4. Products, specifications and technical information

4.1 We supply:

(a) machines and machine packages, which are normally ordered, configured, allocated to production or released to a manufacturer after acceptance; and
(b) standard or special-order accessories, spare parts and related items.

4.2 “Made to order” or “configured” is a commercial and production-planning description. It may include manufacturer ordering, production-slot allocation, selected voltage, finish, pump, control, shelf, chamber, accessory, integration, software or other configuration.

4.3 Product descriptions, images, demonstrations, recipes, application examples, capacity figures, cycle times, energy figures, yield estimates and website tools are indicative unless the Order Confirmation expressly identifies them as guaranteed specifications.

4.4 The Buyer is responsible for checking suitability for its intended product, capacity, process, facility, floor loading, access, electrical supply, voltage, ventilation, heat rejection, drainage, hygiene, food safety, packaging, shelf-life, staffing and regulatory requirements. We are responsible for a particular requirement only where it is stated as a guaranteed obligation in the Order Confirmation.

4.5 We may make non-material technical changes required by the manufacturer, availability, safety, regulation or continuous improvement, provided the essential agreed function is not materially reduced.

5. Quotations and order requests

5.1 Unless stated otherwise, quotations are valid for 30 calendar days. They are invitations to submit an order request and are not binding offers.

5.2 The Buyer must review the selected Products, configuration, price, tax indication, freight notice, business-status declaration and these Terms before submitting an order request.

5.3 The Buyer must correct any input error before submission. After submission, requested changes are subject to clause 11.

5.4 We may require further documents or information before deciding whether to accept an order, including evidence of business activity, authority, tax status, destination, end use, transport, installation requirements, sanctions compliance or creditworthiness.

6. Contract formation and electronic communications

6.1 Submission of an order request, card authorisation, receipt of money, an automated email, a payment receipt or a pro forma invoice does not constitute acceptance.

6.2 A binding contract is formed only when we issue a written document expressly titled Order Confirmation accepting the order.

6.3 The automated email sent after checkout is an Order Acknowledgement only. It confirms receipt of the request or payment status and states that the order remains pending review.

6.4 For card payments, we may request an authorisation through Stripe before acceptance. We capture the authorised amount only after completing the applicable business-status, tax, product, availability and compliance checks and issuing the Order Confirmation. If we do not accept the order, we release the authorisation.

6.5 For bank transfer, a pro forma invoice is a payment request only. Receipt of funds before Order Confirmation does not constitute acceptance. If we reject the order, we refund the amount received, less only bank charges that the bank has irreversibly deducted where legally permitted.

6.6 We may reject an order request before acceptance at our discretion, including because of business-status concerns, incomplete information, invalid or inconsistent VAT data, tax uncertainty, pricing or catalogue error, supplier refusal, availability, credit risk, sanctions, export controls, logistics, installation requirements or regulatory risk.

6.7 The Order Confirmation will normally identify the Buyer, Products, accepted configuration, price, applicable or provisional tax treatment, payment schedule, freight status, dispatch origin or fulfilment route where known, Incoterms® rule and named place where relevant, commercial warranty, estimated lead time and any model-specific cancellation terms.

6.8 The electronic contract record, these Terms and the Order Confirmation may be stored electronically. The Buyer must save or print the documents supplied. We may retain an evidential copy, including the accepted version, language, timestamp, declaration wording and technical acceptance records.

7. Prices, VAT, taxes and customer information

7.1 Prices are in euros and, for Business Buyers, exclude VAT, freight, insurance, installation, customs duties, import taxes, IGIC, IPSI, local charges and similar costs unless the Order Confirmation expressly states otherwise.

7.2 Any tax treatment shown before Order Confirmation is provisional. It depends on validation of the Buyer’s status and VAT number, dispatch origin, destination, transport arrangements, Incoterm, installation or assembly, customs position and documentary evidence.

7.3 A valid VIES result does not by itself guarantee an exemption, reverse charge or other treatment. We are not required to apply any exemption, reverse charge, outside-scope treatment or other favourable tax treatment until all substantive and documentary requirements are satisfied to our reasonable satisfaction.

7.4 The Buyer warrants the accuracy and continuing validity of its legal identity, VAT/NIF, establishment, destination, intended business use, importer status and transport information. The Buyer must promptly notify us of any change.

7.5 We may place an order into tax review, amend the tax classification, adjust the amount payable, suspend capture or dispatch, and issue an additional or corrective invoice where the facts or applicable treatment change.

7.6 To the extent permitted by law, the Buyer is responsible for additional taxes, duties, interest, penalties charged to us because of information that the Buyer supplied falsely, incompletely or late, together with reasonable direct professional and administrative costs. This does not apply to amounts caused solely by our own error.

7.7 Unless the Order Confirmation states otherwise, the Buyer is the importer of record outside the EU VAT territory and is responsible for import VAT, IGIC, IPSI, customs duties, clearance and local compliance.

8. Payment and invoicing

8.1 Unless the Order Confirmation states otherwise:

(a) machine orders require a 10% Reservation Advance following acceptance;
(b) the remaining balance, confirmed freight and agreed services are payable by bank transfer in cleared funds before dispatch, collection, release of transport documents, installation, commissioning or training; and
(c) standard accessories and spare parts may require 100% payment before dispatch.

8.2 The Reservation Advance is an advance payment credited to the purchase price. It is not a separate service fee.

8.3 Card authorisation is not payment to us. Payment is received when captured or when cleared funds are credited to our bank account.

8.4 Following capture or receipt of an amount, we issue the invoice, advance invoice, payment receipt, pro forma invoice or other document required for the classified transaction under applicable VAT and invoicing rules. If the classification, price or transaction changes, we may issue an additional or corrective document.

8.5 All amounts must be paid without set-off, counterclaim, deduction or withholding, except where required by law or expressly agreed by us in writing.

8.6 The Buyer bears its bank, transfer, currency-conversion and correspondent-bank charges. The Seller bears charges imposed solely by its own receiving bank unless the Order Confirmation states otherwise.

8.7 We may suspend any obligation while an amount is overdue or while required tax, identity, compliance, transport or customs evidence remains outstanding.

8.8 In B2B transactions, overdue amounts bear the statutory late-payment interest available under Spanish Law 3/2004, where applicable, from the due date without further notice. We may also claim the statutory EUR 40 recovery amount and all additional reasonable documented collection, legal, storage, transport and enforcement costs.

9. Reservation, production commitment and cancellation

9.1 Following Order Confirmation and receipt of the required Reservation Advance, we may commit to the manufacturer, reserve production, allocate stock, procure components, configure the Product, arrange packaging or incur non-recoverable costs.

9.2 Confirmed B2B orders are binding. The Buyer has no automatic right to cancel, withdraw, return or exchange a Product.

9.3 If the Buyer requests cancellation, fails to provide required information, fails to pay, delays acceptance or otherwise refuses to proceed, we may:

(a) reject the requested cancellation;
(b) cancel the order;
(c) retain amounts paid as an agreed and proportionate cancellation charge and reasonable estimate of loss; and
(d) recover any additional actual unrecovered loss exceeding the amount retained.

9.4 Recoverable loss may include manufacturer cancellation charges, committed purchase cost, configuration, engineering, components, production allocation, packaging, administration, cancelled freight, currency loss, storage, reconditioning and reasonably evidenced resale loss.

9.5 Amounts retained are credited against any further damages claimed. We will not recover the same loss twice.

9.6 The Order Confirmation may include a manufacturer-, model- or stage-specific cancellation schedule. That schedule prevails for the relevant order.

9.7 If we cancel after Order Confirmation for a reason not caused by the Buyer, we refund amounts received for the unperformed part and issue any required corrective document. This does not limit liability that cannot lawfully be excluded.

10. Changes after Order Confirmation

10.1 A Buyer request to change the Product, voltage, finish, accessories, quantity, delivery, Incoterm, destination, installation, timing or other requirement is not binding unless we accept it in a written change order.

10.2 A change may alter price, tax, freight, lead time, warranty conditions, cancellation exposure and technical performance.

10.3 We may charge engineering, administration, supplier, restocking or reconfiguration costs arising from a requested change.

11. Delivery, dispatch, Incoterms and storage

11.1 Delivery and production dates are estimates unless the Order Confirmation expressly states that a date is guaranteed.

11.2 Each machine Order Confirmation should state the Incoterms® 2020 rule and precise named place where an Incoterm is used. No default Incoterm is implied merely because the Order Confirmation is silent.

11.3 The Order Confirmation or transport documents determine the dispatch origin, carrier arrangement, risk transfer, customs responsibilities and delivery point.

11.4 Unless expressly included, the Buyer is responsible for unloading, lifting, access equipment, internal movement, unpacking, placement, disposal of packaging, site works and local permits.

11.5 The Buyer must ensure safe and timely access and provide accurate dimensions, weights, floor capacity, power, voltage, ventilation, drainage and other site conditions.

11.6 If the Buyer delays collection, delivery, unloading, installation readiness or acceptance after notice of readiness, we may store the Products and charge reasonable storage, insurance, handling, redelivery and administration costs. The applicable free period and rates may be stated in the Order Confirmation.

11.7 We are not liable for delay caused by the Buyer, supplier, carrier, customs, authority or an event outside our reasonable control. We will provide reasonable information available to us about a material delay.

12. Inspection and transport damage

12.1 The Buyer must inspect the shipment promptly. If full inspection or unpacking is not reasonably possible at delivery, the Buyer should state “received subject to inspection” or an equivalent reservation on the carrier document before signing.

12.2 Visible damage, missing packages or obvious shortage should be recorded expressly on the carrier document and notified to us with photographs within 48 hours.

12.3 Any apparent quantity, model or visible-condition discrepancy should be notified within seven calendar days with photographs, serial numbers, packaging evidence and a detailed description.

12.4 Failure to comply may limit a transport claim to the extent it materially prejudices recovery from the carrier or insurer.

12.5 The Buyer must preserve the packaging, damaged goods and evidence until we, the carrier or insurer confirm that they may be disposed of.

13. Retention of title

13.1 Ownership remains with us until all amounts due for the relevant order, including interest and recoverable costs, have been paid in cleared funds, to the extent permitted by law.

13.2 Until title passes, the Buyer must:

(a) keep the Products identifiable and preserve serial-number plates;
(b) use and store them with reasonable care;
(c) insure them for full replacement value where appropriate; and
(d) not sell, lease, pledge, encumber, materially modify or relocate them without our prior written consent.

13.3 The Buyer must notify us immediately of attachment, insolvency, seizure, loss, material damage, intended relocation or third-party claims.

13.4 On default, we may require the Buyer to stop using the Products and make them available for voluntary collection. We do not claim a right to enter premises without consent or use force. We may pursue judicial recovery, interim measures and any available registration or security formalities.

13.5 For high-value or deferred-payment transactions we may require a separate signed security agreement, guarantee, insurance certificate or registration before delivery.

14. Installation, commissioning and training

14.1 Installation, assembly, electrical connection, commissioning, training, recipe support, remote support or onsite service is included only if expressly stated in the Order Confirmation.

14.2 Any order involving physical installation or assembly is subject to separate operational and tax confirmation and may be excluded from automatic online acceptance.

14.3 The Buyer must ensure site readiness and the attendance of trained and authorised personnel. Wasted visits, waiting time, repeat visits, travel, accommodation and rescheduling caused by the Buyer are payable by the Buyer.

14.4 Where commissioning is included, the parties should sign a commissioning and acceptance report. A refusal to sign must identify the alleged material non-conformity in writing and reasonable detail.

14.5 The Equipment is deemed accepted for delivery, completeness and commissioning purposes on the earliest of:

(a) signature of the report;
(b) commercial or production use other than reasonable testing or training; or
(c) five business days after written notice that commissioning is complete, unless the Buyer sends a detailed notice of material non-conformity within that period.

14.6 Acceptance does not waive a properly notified latent-defect or warranty claim.

15. Buyer operation, validation and regulatory responsibility

15.1 The Buyer must operate and maintain the Products in accordance with manuals, safety instructions, maintenance schedules, manufacturer specifications and applicable food, workplace and environmental rules.

15.2 Unless we expressly agree to a regulated validation service, the Buyer is solely responsible for validating:

• its product and recipe;
• cycle parameters and capacity;
• hygiene and contamination controls;
• packaging and shelf life;
• labels, claims and market authorisations;
• end-product safety and regulatory compliance;
• commercial production and quality-control procedures.

15.3 The Buyer must not make unauthorised modifications, defeat safety devices or use the Products outside specification.

15.4 The Buyer warrants lawful end use and destination, compliance with sanctions and export-control rules, and that the Products will not be resold or used for prohibited purposes. We may suspend or cancel where compliance cannot reasonably be verified.

16. Warranty and service

16.1 Unless the Order Confirmation states a different period or commencement date, the B2B commercial warranty is twelve (12) months from delivery.

16.2 A longer manufacturer or commercial warranty applies only where stated in the Order Confirmation or applicable warranty document, and on the stated conditions.

16.3 The warranty covers proven defects in material or manufacture arising during normal documented use. It does not guarantee a particular recipe, output, cycle time, yield, shelf life or commercial result unless expressly guaranteed.

16.4 The warranty does not cover defects or damage caused by misuse, overload, contamination, improper product preparation, unsuitable or unstable power, corrosion, insufficient ventilation, inadequate maintenance, unauthorised repair, non-original parts, relocation, accident, improper transport, operation outside specification or failure to mitigate damage.

16.5 The Buyer must notify a claim promptly and provide invoice reference, model, serial number, detailed description, photographs/videos, process data where relevant and reasonable diagnostic access. The Buyer must follow reasonable technical instructions to prevent further damage.

16.6 We may select the reasonable B2B warranty remedy, including remote diagnosis, supply of a part, repair, return-to-base service, replacement, repeat performance or proportionate credit where repair is commercially unreasonable.

16.7 Unless expressly included, onsite labour, travel, accommodation, lifting, access equipment, return transport, customs and downtime are excluded from the commercial warranty.

16.8 A warranty claim does not entitle the Buyer to withhold unrelated amounts.

17. Default and suspension

17.1 We may suspend performance, withhold dispatch, cancel outstanding orders or declare unpaid amounts due where permitted by law if the Buyer:

• fails to pay on time;
• provides materially false information;
• breaches a material obligation;
• becomes insolvent or ceases business;
• deals with retained-title Products contrary to clause 13;
• fails compliance or sanctions checks; or
• gives reasonable grounds to believe that it will not perform.

17.2 Our remedies are cumulative. Exercise of one remedy does not waive another.

18. Liability

18.1 To the maximum extent permitted by law, we are not liable to a Business Buyer for indirect, special, incidental or consequential loss, including loss of profit, revenue, opportunity, production, product, data, goodwill, shelf life, spoilage, business interruption or third-party claims.

18.2 Our total aggregate liability arising from a specific order does not exceed the net price paid to us for the Product directly giving rise to the claim.

18.3 We are not liable for information, specifications or delays attributable to a manufacturer or carrier except to the extent we expressly assumed the relevant obligation or are legally responsible.

18.4 Nothing excludes liability that cannot lawfully be excluded, including fraud, wilful misconduct, gross negligence where its limitation is prohibited, death or personal injury caused by negligence, or mandatory product liability.

19. Buyer indemnity

19.1 To the extent permitted by law, the Buyer shall indemnify us against third-party claims, losses, recalls, regulatory action and reasonable costs arising from:

• unsafe or non-compliant products processed by the Buyer;
• contamination, hygiene failures, packaging or shelf-life decisions;
• unsupported health, nutrition, quality or marketing claims;
• misuse, unauthorised modification or operation outside specification;
• unlawful end use, export, resale or destination;
• the Buyer’s breach of law or these Terms.

19.2 The indemnity does not apply to the extent the claim was caused by our own breach, negligence or defective Product for which we are legally responsible.

20. Force majeure

20.1 We are not liable for delay or failure caused by events outside our reasonable control, including supplier failure, material shortage, transport disruption, border or customs delay, war, terrorism, cyberattack, epidemic, natural event, fire, strike, energy interruption, government action, sanctions, export restriction or communications failure.

20.2 The affected obligation is suspended for the duration. If the event continues for more than 90 days, either party may cancel the unperformed part by written notice. The Buyer remains liable for Products, work and costs already delivered, incurred or irrevocably committed, to the extent lawful and proportionate.

21. Confidentiality, data protection and intellectual property

21.1 Each party must protect confidential technical, commercial, pricing and business information received from the other and use it only for the transaction, except where disclosure is required by law or to professional advisers, manufacturers, carriers or service providers under appropriate duties.

21.2 We process personal data as described in the Privacy Policy.

21.3 Website content, manuals, drawings, software, recipes, configurations, trademarks and technical materials remain owned by us, the manufacturer or the relevant licensor. The sale transfers the Product, not intellectual-property rights.

21.4 Software and remote services may be subject to separate manufacturer or platform licence terms.

22. Governing law, jurisdiction and language

22.1 These Terms and each contract are governed by Spanish law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

22.2 The courts of Madrid, Spain have exclusive jurisdiction over disputes, except where mandatory law requires otherwise.

22.3 The language stated in the Order Confirmation governs. If none is stated, the English version governs international sales, Spanish governs sales principally directed to Spain and Portuguese governs sales principally directed to Portugal.

23. Miscellaneous

23.1 Notices must be in writing and may be sent by email to the addresses in the Order Confirmation.

23.2 No amendment, waiver or representation is effective unless recorded in writing and accepted by an authorised representative.

23.3 A failure or delay to enforce a right is not a waiver.

23.4 If a provision is invalid or unenforceable, it is modified or severed only to the minimum extent necessary; the remainder continues in effect.

23.5 The Buyer may not assign the contract without our prior written consent. We may assign receivables and may subcontract manufacturing, transport, installation or service while remaining responsible for obligations we expressly assumed.

23.6 The version in force on the Order Confirmation date applies to that order.