GENERAL TERMS AND CONDITIONS OF PURCHASE
1. SCOPE.
These GENERAL TERMS AND CONDICIONTIONS OF PURCHSE apply to contractual relations between INDUSTRIAS ALEGRE (hereinafter the Buyer) and its SUPPLIERS (Sellers).
They constitute the legal regulations governing commercial relations with suppliers for any type of contract. In case of conflict or contradiction between these general terms and conditions of purchase and the specific terms and conditions expressly envisaged in a private contract, the specific terms and conditions will prevail.
This agreement will be non-transferable (except in the case envisaged in clause 10 of this document).
This agreement implies that the Seller freely renounces his own General Terms and Conditions of Sale.
This document is subject to comply with what is described at INDUSTRIAS ALEGRE's Suppliers Manual.
2. CONTRACTS DELIVERY SCHEDULE OR DIRECT ORDER
DELIVERY SCHEDULES: This type of contract is used for products or services that are used repeatedly, and it will define the product or service, the delivery address, prices and conditions of purchase. All supplies will be delivered by the Seller in the quantities and on the dates established in the delivery schedule. The quantities to be delivered are considered final fifteen working days before their delivery. Quantities with a longer delivery schedule are forecasts and are subject to changes of date or quantity. The Buyer may cancel forecasts for a justified reason.
DIRECT ORDER: This type of contract is used for all products or services that are not used repeatedly, and it will define the product or service, the delivery address, prices and conditions of purchase.
3. ACCEPTANCE OF THE CONTRACT.
By signing the contract the Supplier expresses his full acceptance, excluding any indication to the contrary that has not been confirmed in writing.
However, a formal written acceptance of the contract may be agreed privately between INDUSTRIAS ALEGRE and its suppliers.
4. DELIVERY TIMES
The Supplier will make the delivery according to the prices, quantities, terms, specifications and dates established in the contracts. The Buyer will not be under obligation to pay for any products or services that exceed the prices established according to the delivery times. Unless expressly stated otherwise in detail in the private contract, all transport costs will be paid by the Seller. Periodically and within reason, the Buyer may change the delivery times or request that the scheduled deliveries be suspended without this involving any change to the price or the terms and conditions of this contract. The Seller must maintain the minimum stocks established by the Buyer and must notify the Buyer of the existence of any eventuality that may affect the supply.
5. SAMPLES, QUALITY AND CONFORMITY
The Supplier must guarantee that the products and services meet all the required quality specifications. Prior to serial supply of its products, the Supplier must obtain approval of said products by INDUSTRIAS ALEGRE and must therefore provide the samples and documentation required for their approval according to the relevant quality procedures.
6. IMDS DATA
The Supplier will present all the information about the composition of the supplied products in the IMDS software (International Material Data System), through the website www.mdsystem.com. This is a requirement prior to submitting the initial samples.
7. WASTE
All the waste generated in the commercial relationship and caused by the supplier at Industrias Alegre facilities must be removed by the supplier, in accordance with the current legislation.
8. ENVIRONMENTAL LEGISLATION
During the commercial relationship or subcontract of services, it will be mandatory for the supplier the compliance of the actual environmental legislation regarding the Spanish policy or on the given state where the services will take place.
9. REACH
The supplier undertakes to implement the European regulation REACH 19007/2006 EC and any standard supplementing it, to modify or replace it, and to apply this requirement to its supply chain.
10. MINERAL POLICY CONFLICT
The supplier is committed to the fulfillment of the Conflict Mineral policy, based on the Dodd-Frank Wall Street Reform and Consumer Protection Act, of 22 August 2012 (USA) or any rule that the complement, modify or substitute, committing to provide information concerning the use and origin of these minerals and apply this requirement to your supply chain.
11. REPLACEMENTS
The Seller of production material hereby undertakes to deliver replacement parts at the same price at which the series was supplied during the same period, as requested by the end user.
As regards investments and installations, the Seller undertakes to supply replacement parts during their useful life. In any case, upon delivery of the installation, the Supplier will provide the documentation with the necessary technical specifications.
12. NON DELEGATION.
The Supplier undertakes not to delegate or subcontract the performance of all or part of the contract without the Buyer's written authorisation. If authorised by the Buyer, the Seller and the subcontractor(s) will continue to be jointly responsible for complying with the obligations deriving from this contract. If there is a change of control, whether direct or indirect, transfer or investment of all or part of the Supplier's assets, or in the case of internal restructuring of the Supplier's company (merger, spin-off, dissolution without liquidation), then the Buyer will be entitled to terminate this contract.
13. DELIVERY OF GOODS.
All the material will be adequately packaged and sent to guarantee the quality of the goods in accordance with the usual standards followed by transport companies, thus ensuring minimum transport costs and not entailing any additional cost for the Buyer, unless otherwise agreed in the private contract. Unless specified otherwise, the Seller must label each package with its reference number, quantity, production batch and delivery number. The package containing the delivery note will be clearly marked. The delivery note will contain all the specifications included in the contract (date, contract/order number, supplier, customer, quantity, production batch, buyer reference and description of the product or service, etc.).
Certificate of origin. At the Buyer's request, the Seller will provide all the necessary certificates of origin.
14. INSPECTION.
All inspections of the goods will be carried out at their destination or at the Supplier's address, if the Buyer considers it appropriate. The Supplier will allow the Buyer and/or its customers access to his premises and to those of his suppliers.
A signed or stamped delivery note of any goods will not imply final acceptance, only compliance with the Seller's obligation to deliver the goods. Unacceptable goods may be returned at the Seller's expense and the Seller must replace the faulty goods immediately at his own expense. The Buyer may make a claim for any difference in quantities and defects or flaws in the goods received, either upon receipt or at a later time, even if the corresponding invoices have already been paid.
15. COMPENSATION FOR DAMAGES.
The Seller will pay the Buyer compensation for any damages suffered as a consequence of breach of his obligations pursuant to this agreement and, in particular, due to failure to deliver, delays and/or lack of compliance with the quality standards of the product or service supplied, including those caused by force majeure, strikes or raw material shortages. The amount of compensation may be deducted from any amount owed to the Seller. The Buyer may repair the faulty product at the Seller's expense if this is necessary in order to guarantee the continuity of the production process (or that of its customers). In this case, the Seller will be invoiced for all the expenses of repairing the goods and the Buyer will be entitled to deduct these sums from any amount owed to the Seller. In the case of compensation, the Seller will have a 10-day period in which to check the Buyer's claim before the compensation is applied.
16. TECHNICAL DOCUMENTATION.
Any study, project, plan, specification and/or document that the Buyer provides to the Supplier that is defined or used in any way by the Supplier to manufacture parts, products, tools or machines covered by this agreement belong exclusively to the Buyer and will be strictly confidential, unless agreed otherwise. The Buyer may request that the aforementioned items be returned, provided that this is considered necessary.
17. SPECIFIC INVESTMENTS (moulds, tools, etc.).
Unless there is an express agreement to the contrary, the Buyer will be the full owner of all specific investments (moulds, tools, etc.) (including their design and/or industrial property rights, if applicable) that are manufactured specially to meet the Buyer's specifications for the supply contemplated in this contract. The Buyer transfers these to the Seller on gratuitous loan for the performance of this contract. The Supplier will pay all expenses deriving from the maintenance, upkeep, custody and replacement of said specific investments. The lifetime of each specific investment will be at least the same as that of the parts to be supplied. The Seller must insure any specific investment assigned on gratuitous loan for its replacement value to the Buyer’s satisfaction and may provide the Buyer with a copy of any of these insurance policies and the Buyer may sign as a beneficiary of the insurance.
Specific investments may not be transferred, transformed or destroyed without the Buyer's written approval. Whenever requested by the Buyer, the Seller will specify their location and they will be available to the Buyer at all times; they must also be handed over to the Buyer upon first request if required. In the event of official procedures against the Supplier by a third party to tax the specific investments assigned on gratuitous loan, the Supplier must duly report this situation. Said specific investments will in no case be included in the Seller's assets as his own property. As regards the supply of parts, the surveillance measures, measurements, tests and trials that are needed to ensure compliance with the delivery schedules and specifications the Seller will be responsible for them and for any related expenses. INDUSTRIAS ALEGRE reserves the right to acquire the property and possession of the investments at any time by paying the corresponding outstanding amount.
18. GUARANTEE.
The Seller provides the Buyer with a 5-year guarantee. If the Seller has agreed a different guarantee period with the Buyer, this must be confirmed upon receipt of the order. In this regard, the Seller thus guarantees the Buyer that:
- All the goods covered by this contract will be executed according to the specifications, drawings, samples or other descriptions provided or described by the Buyer;
- The goods will be adequate for marketing purposes and free from defects;
- Any goods covered by this contract that are produced by the Seller or manufactured according to his specifications will be adequate and sufficient to meet the Buyer's objectives;
- During the guarantee period, the Seller undertakes to exempt the Buyer from any claim, complaint, legal action, campaign or any other action resulting directly or indirectly from a manufacturing flaw and/or defect in the goods that is attributable to the Seller, including any other obligation assumed by virtue of this supply contract.
19. INDUSTRIAL PROPERTY.
The Seller expressly guarantees that the goods, as a whole and as individual components, were duly acquired, manufactured and assembled in accordance with the applicable regulations and, in particular, that they do not infringe intellectual and industrial property and third-party rights; the Supplier will guarantee the free use and marketing of these goods worldwide. The Supplier must inform the Buyer of any application or use of his own or third-party industrial and/or intellectual property. Any infringement of this clause by the Seller, in addition to any damages deriving from said breach, will mean that the consequences will be assumed directly by the Seller; the Buyer reserves the right to claim compensation for any damages incurred.
20. INSURANCE.
The Seller undertakes to pay compensation and exempt the Buyer from any claims or legal actions based on damages caused as a consequence of the performance of this contract by the Supplier, his employees, agents, subcontractors or representatives. The Seller also undertakes to take out an insurance policy to cover third-party material damage, personal injury and civil liability, including civil liability for faulty products and their disposal, for an amount and with a coverage that is at least in accordance with the conditions required by this contract.
21. NON DISCLOSURE.
The Seller undertakes to keep confidential and not disclose, either directly or indirectly, the content of this agreement without the Buyer's written consent.
22. TERMINATION.
Any breach of these general terms and conditions of purchase (and/or the specific terms stipulated in a private contract), including delays in delivery or defects of products, will entitle the Buyer, by simply notifying the Supplier, to terminate this agreement, without prejudice to the rights to claim the corresponding compensation for any damages caused.
23. TAXES.
Any tax on commercial transactions that applies to these general terms and conditions of purchase will be paid by the parties in accordance with the law. In each case, the tax payer will ensure that the taxation is properly recorded in the relevant accounting documents.
24. METHOD OF PAYMENT
Unless agreed otherwise, payment will be made by bank transfer 60 days after the date on the invoice (this date may never be prior to the Supplier satisfactorily delivering the goods or providing the service).
Payment by the Buyer will not mean that the contract is considered to have been correctly performed by the Supplier, or that it renounces any right that might apply. Furthermore, the Buyer reserves the right to make the payment through its subsidiaries or parent companies, or to compensate any debit or credit between Buyer and Seller.
25. ASSIGNMENT.
Unless agreed otherwise, it is expressly prohibited for the Seller to assign the rights and obligations deriving from this agreement to third parties.
26. INFORMATION.
The Seller undertakes to provide the Buyer with all the financial information required to ensure the Supplier's solvency and, as a consequence, the adequate performance of this agreement.
27. AMENDMENTS
The amendment of any of the terms established in this document will require a written agreement between the Buyer and the Seller.
Unless agreed otherwise, the Buyer will issue this contract to the Seller on a "fixed-price" basis, meaning that the Buyer will be under no obligation to change the prices during the term of the agreement if the Seller experiences any increase in the prices of labour, raw materials or other items.
28. APPLICABLE LAW AND JURISDICTION
This agreement will be governed by the law corresponding to the Buyer's registered address. The Parties agree to submit any dispute deriving from the interpretation and/or performance of this agreement to the Courts and Tribunals assigned to the Buyer's registered address, expressly renouncing any other jurisdiction that might correspond to them.
29. ETHICAL CODE.
On having considered to the suppliers a group of strategic interest, Industrias Alegre S.A hopes that all its suppliers develop his managerial and professional activities, acting always of ethical and complete form, considering the beginning of legality; transparency; fair competition; communication of situations or irregular behaviors; confidentiality; anti-corruption; protection of the human and labor rights.