GENERAL TERMS AND CONDITIONS OF PURCHASE FOR ANY REDFLUID ORDER
1.-SCOPE OF APPLICATION
These General Purchasing Conditions (“GPC”) shall govern the purchase of any material, items, products, software and/or services (“Goods”) offered or provided by suppliers (“Supplier”). They apply to all request made by the Buyer for quotations or offers, to any offers made by the Supplier and are an integral part of any order (“Order”) placed by the Buyer to the Supplier.
For the purpose of these GPC:
“Buyer” means any company belonging to the REDFLUID. For further information please see point 16. “Supplier” means any company offering or supplying goods and/or services with their corresponding documentation. These GPC shall set aside any and all terms and conditions adopted by the Supplier, unless the parties agree otherwise in writing. No order, amendment thereof, addition or a complement thereto shall be binding to the Buyer unless expressly accepted in writing in the form of an Order or change Order issued by the Buyer. If any individual terms of the GPC cannot be applied for any reason whatsoever, all other terms and conditions will remain unaffected.
With the Order acceptance the Supplier acknowledges the Particular conditions of each Order as well as the General ones, excluding all other conditions, particularly the Particular and General Conditions of the Supplier.
All Frame agreements and/or Orders from Buyer shall be considered as accepted in all their terms and conditions 15 days after delivery to Supplier unless immediately notified otherwise to Buyer in writing. If no notification is received, it shall be understood that Supplier has reviewed the Order and is familiar with all terms and conditions applied.
3.-PRICES AND QUOTATIONS.
Supplier’s offers and quotations shall be binding for at least 60 days following receipt by the Buyer.
All order prices shall be fixed and firm and will not be subject to revision. They shall be inclusive of all taxes (VAT excluded), contributions, insurances and all other costs incurred by Suppliers in performing the Order up to and including Good’s delivery at the precise final destination indicated by the Buyer, of all packing, protecting, lashing and anchoring of materials and of all necessary documents and accessories in view of a complete and functional use,and all payments for the use of any intellectual rights including those of third parties.
4.-INVOICING AND PAYMENTS.
All delivered Goods shall be invoiced monthly, having to submit the corresponding invoice within thirty days from the Goods delivery, in accordance with all applicable legal and Buyer requirements, and which shall show the Buyer’s Order number and date and the corresponding contractual milestones likely to partial invoicing.
Invoices and Order’s required documentation shall be sent to the mail address indicated in the Order. In case that delivered Goods require a Final Quality Dossier, the Order shall not be considered completed by Supplier until this dossier is correctly received, under the criteria previously applied, therefore Buyer shall be entitled to withhold payment until such delivery. The date of receipt of the complete and correct dossier will be considered for all purposes as the reception date as well as the starting point for payment term. Supplier shall not be entitled to claim any interest rate, penalties nor any kind of compensation. Goods subject to Homologation, shall not be invoiced or delivered before inspection by third party, unless otherwise prior agreed in writing.
Packaging, transport or documentation costs shall not be accepted unless previously specified. Payments shall accordingly to Spanish Morosity Law 15/2010 5th July and shall begin to run from the date when complete and correct delivery of Goods accordingly to Order is accomplished, unless otherwise is specified in the Order. Payments shall be done through Wire Transfer unless otherwise agreed. If Buyer has made any anticipated payments for Goods in full or in part, Buyer can demand a bank guarantee to be issued by a bank accepted by REDFLUID.
Before delivery Supplier shall examine Goods in order to verify their compliance with specifications, Quality, weight and physical dimensions, as well as detect potential damages in the Goods or in their packaging.
Goods specifications shall be expressly referenced within the Frame Agreements and/or Orders, with their detailed descriptions or with reference to the corresponding drawings.
The heat number, CE marking (if apply), as well as the rest of Norm required markings, will be applied in a permanent and legible way in any accessible piece. Piping shall be marked accordingly to Norm.
Goods shall be packed so that they can be handled, transported and stored with all guarantees, avoiding the possibility of damage during such activities. Supplier shall undertake all necessary measures to prevent corrosion during transportation, especially when bad weather conditions are expected. Any Goods showing surface oxidization, superficial damages and/or marks due to inappropriate handling during the packaging and/or transport shall be rejected.
Packaging materials and methods shall be selected by Suppliers to minimize costs of usage and to meet the following objectives: protection, safekeeping, recyclability, energy saving and destruction.
All items shall be properly marked accordingly to (i) applicable norms, (ii) Buyer’s instructions. A minimum marking shall set out Buyer’s Order number, Supplier’s identification, item number, place of delivery, item description, quantity and weight, and all marking required for proper delivery and assembly.
Deliveries of Goods shall be documented with their corresponding delivery notes. The following data shall be shown:
– Supplier name.
– Buyer’s purchase Order number.
– Buyer’s Goods reference.
– Goods descriptions.
– Technical information and Goods certifications, if required.
Every delivery shall enclose the delivery note and the Buyer’s Order purchase number.
Supplier will undertake all necessary measures to perform suitable transportation of the Goods by all appropriate means and using all appropriate equipment and accessories, with the assistance of competent and solvent agents or subcontractors where necessary. Supplier shall organize transportation of the Goods to the Place of delivery in such a way to avoid damages to the Goods and avoiding difficulties in unloading the Goods at the Buyer’s place of delivery.
Delivery of the Goods at the Buyer’s place of delivery shall be done within the days and hours also specified.
Goods delivered by mistake or in excess shall be returned to the Supplier at Supplier’s costs and risk. The consequential costs that might arise as a result of mistakes in the delivery shall also be transferred to the Supplier.
Delivery times set out in the Order shall be considered as imperative. If the Order is not performed in the specified time, the Buyer is entitled to (i) cancel the Order and to claim damages from the Supplier or (ii) accept delivery and withhold liquidated damages from the Supplier without the need to give prior notice. Buyer reserves the right to refuse partial or early deliveries, and in such cases may return the Goods or, at its choice, store them, at Supplier’s costs and risks. Supplier’s shall immediately notify the Buyer in writing of any delays and simultaneously provide all information concerning the reason and/or extent of the delay, as well as details relating to the efforts Supplier intends to make to avoid further delay or expedite delivery.
In the event of a delay in the delivery, the Buyer shall be entitled, without prejudice to other remedies, to liquidate damages in the amount of 1% of the order value to each full week of delay, not to exceed a maximum of 10%. Such liquidated damages shall be without prejudice to Buyer’s rights to claim for damages related to other aspects of Supplier’s performance.
Acceptance of the Goods shall subordinate to the positive report of the Buyer’s Quality Department and could be entitled to the appropriate claim.
Buyer shall make any necessary verifications/examinations/testing of the acquired Goods, as per Buyer’s internal procedures for control and quality assurance, during reception and/or after reception, before or during the use of the Goods.
Buyer reserves the right to verify the progress and proper performance of the Order and to conduct any quality investigations/ inspections and testing it deems advisable. Supplier shall provide Buyer and its representatives free access to Supplier and Supplier’s subcontractors workshops at any time.
This shall in no way relieve Supplier from its duties under the Order, or limit them in any way.
Supplier shall require Buyer’s written authorization before undertaking any reparation during manufacturing, regardless of if it is allowed by the norm and/or specification.
No deliveries shall be allowed without prior written authorization from Buyer.
7.-PASSING OF TITLE
Title to the Goods shall transfer unconditionally to the Buyer upon delivery thereof. Unless otherwise expressly agreed, Supplier cannot retain Title of the Goods until full payment. Risk will remain with Supplier until formal acceptance of the Goods.
When advance payments and/or pre-payments of order have been made available, title to the goods ordered by the Supplier for performing the Order shall be transferred to the Buyer as additional security and the Supplier shall provide the Buyer with written specifications, duly signed by the Supplier, of the Goods it is holding for the Buyer under this provision.
Suppliers warrant that all Goods shall be of first use, of the best quality, free of any defect and in accordance with all agreed specifications and requirements of the Order.
In case any defect in the Goods might arise, due to latent manufacturing defect, Supplier shall replace the defective Goods with suitable Good of the same characteristics. All related costs that may arise due to that latent manufacturing defect, including indirect costs and transportation and storage costs for return of defective Goods and substitution/replacement of the valid ones and shall be at Supplier’s expenses and risks.
In case any discrepancy between the Redfluid drawing and the goods it will be considered as a manufacturing defect. Supplier shall replace the defective Goods with suitable Goods as per Redfluid Drawing. Not any drawing is accepted without Redfluid Stamp and representative signature on each page. All related costs that may arise due to that latent manufacturing defect, including indirect costs and transportation and storage costs for return of defective Goods and substitution/replacement of the valid ones and shall be at Supplier’s expenses and risks.
If the Order refers to any technical, quality or other provisions and documents, which have not been attached to the Order, the Supplier shall be deemed to be familiar with such provisions or documents, unless it immediately notifies Buyer in writing. It will otherwise be understood that Supplier has revised the Order and is familiar with all norms and specifications applied.
Supplier warrants due performance of the Goods for a period of 2 years after they are put into service. Claims made under this warranty shall suspend the warranty period until Suppliers have remedied the default, and the warranty period will be extend accordingly.
If any Goods at any time are found not to be as warranted, Buyer shall have the option, by written notice to Supplier, as it sole discretion: (i) to rescind the Order according to the provisions of Termination, (ii) to accept such Goods with an equitable reduction in Price, or (iii) to reject such non-conforming Goods and require delivery of replacement Goods or the making of necessary repairs, at Supplier’s expense. All Goods rejected for any reason will be returned to Supplier at supplier’s risks and expense, or will be stored at Supplier’s risk in Buyer’s warehouse.
If Supplier fails to deliver suitable replacements or make repairs promptly or urgently as the case may be, Buyer shall be entitled to replace or repair such Goods through an alternative supplier and recover all related costs from Suppliers.
Suppliers shall be liable for any direct, indirect incidental, special and consequential losses and damages, including loss of profits, incurred by Buyer as a result of any delays in delivery, any defects in the Goods or any other deficiencies in supplier’s performance.
The inspection, approval or acceptance of Goods shall in no case relieve the Supplier from responsibility for defects or other failures to meet the Order requirements.
If nothing is stated in contrary, quality certificates for each item shall be, at least, type EN 10204.3.1 and Declaration of Conformity with the Pressure vessels European Directive 97/23/EC (if applicable).
Any required technical documentation, such as drawings, quality planning or manufacturing planning, Inspection Points Programs or procedures, shall be delivered to the Buyer no later than 5 working days after Order confirmation. In order to Redfluid approve any drawing or catalogue it has to be stamped and signed by our representative in every page.
All Order required original quality certificates shall join the Goods at their delivery at Buyer’s warehouse.
This requirement is imperative for invoicing acceptance. Delay in delivery shall impact in Buyer’s cash-flow therefore the Supplier shall assume the same delay in payment, taking as starting date the certification’s reception date.
10.- CONFIDENCIALLY- PROPIETARY RIGHTS
All written or verbal information supplied by the Buyer to Suppliers regarding the Buyer’s know-how, specifications. Procedures, needs and all technical information, documents and data shall be treated as confidential and shall not be disclosed to third parties without the Buyer’s prior written consent. Such information shall be exclusively used for the performance of the Order, or the purpose of preparing offers or quotations.
In the event that Supplier should fail to comply with any term or condition of the Order, Buyer shall be entitled to terminate the Order in whole or in part by written notice to Supplier without prejudice to any other remedy and without any further liability or obligation and to recover from Supplier all money paid by the Buyer in respect thereof, any additional costs incurred in procuring replacement Goods from an alternative Supplier, and indemnification for losses or damages due incurred by the Buyer as the results of any Supplier’s late performance. The same shall apply in case Supplier fails to make progress in producing the Goods so as to endanger the timely performance of the Order in accordance with its terms.
In the above mentioned cases and in cases involving advance payment, Supplier shall be obliged to return the received sums.
Buyer shall always be entitled, to suspend the Order for a period determined by Buyer, or to terminate the same in whole or in part, by giving three days’ advance notice to Supplier even if Suppliers are not in any breach of any obligation. In the event of such a termination, Suppliers may charge Buyer reasonable costs incurred up to the time of termination relating to the Order. In no event shall Suppliers be entitled to indemnification for incidental or consequential damages or loss of profits.
12.-INSURANCES- RIGHTS OF THIRD PARTIES
Acceptance of any Order conveys Supplier’s obligation to comply with all existing legal procedures regarding the industrial and business activity and to assure that no third party legal rights are violated, leaving the Buyer free of all responsibility.
Suppliers shall take out and maintain in force all insurance policies necessary to cover their liability under these CGC. Suppliers agree to provide Buyer with evidence of insurance pursuant to any Buyer requirements regarding insurance coverage, and to comply with such requirements, including third party liability and liability towards Buyer.
The Supplier shall be liable for any damage caused to the Buyer or any third party by Goods delivered by the Supplier and by acts and/or omissions on the part of the Supplier in the performance of the Order.
13.-SUBCONTRACTING AND ASSIGNMENT
If Suppliers are authorized to sub-contract all or part of their obligations to third parties, such sub-contracting shall be at it sole expense and under its sole responsibility. Suppliers shall inform all sub-contractors of the provisions of this CPC as well as those of the Order, and shall provide them with all the information regarding the Buyer’s requirements. Buyer reserves the right to refuse any of Suppliers sub-constructors that are not in compliance with these conditions.
Supplier shall not assign the Orders, any rights under the Order or any receivables due from Buyer without the prior written consent of the Buyer.
Any party affected by an event beyond its reasonable control and which could not have reasonably been foreseen or avoided, including terrorism, insurrection, epidemic, flood, earthquake, or natural disaster (“Force Majeure”) shall immediately notify the other party in writing of said event and furnish the other party with all relevant information and proof relating thereto, and particularly to the period of time said event may delay the timely performance of the Order. Strikes affecting Suppliers, public transportations or events of any time (including those defined as events of force Majeure hereunder) affecting Suppliers’ subcontractors shall not be considered as events of Force Majeure excusing the non-performance of the Order.
In case of event of Force Majeure affecting Suppliers, the Buyer shall be entitled at its discretion: (i) To agree with Suppliers on an extension of time for delivery, or (ii) to terminate the Order or any part thereof, at any time, without further obligation or liability, and request the reimbursement of any sums already paid.
The Price for shipments already delivered remains due only if they may be fully used by the Buyer notwithstanding the subsequent failure to deliver the rest of the Order. Any excess amount paid as an advance by the Buyer shall be refunded by the Supplier.
This Order shall be governed by and construed exclusively in accordance with the laws of Spain. Any and all disputes arising in connection with the Order shall be settled by the competent Court of Barcelona, Spain. The supplier hereby accepts expressed submission to the Spanish law and Barcelona court waiving any other jurisdiction.
16.- COMPANIES OF REDFLUID
These General purchasing Conditions (“GPC”) shall apply to the following companies belonging to the REDFLUID:
Carrer Foc 5