PURCHASE ORDER GENERAL TERMS & CONDITIONS

INDEX

01.

GENERAL SPECIFICTIONS

1.1. Coverage of these conditions

1.2. Responsibilities of the supplier

1.3. Date and period of delivery

1.4. Documentation

1.5. Subcontracting

1.6. Prices

1.7. Communications

02.

TECHNICAL CONDITIONS

2.1. Interpretation of the requirements

2.2. Conformity of the merchandise

2.3. Modifications

2.4. Solicitude of deviation

2.5. Test

2.6. Test material

2.7. Verification of the purchased products

03.

DELIVERY CONDITIONS

3.1. Delivery of the merchandise

3.2. Supply delays

3.3. Packing

3.4. Marking

3.5. Transport

3.6. Period for conformity

3.7. Completion of the order

3.8. Cancellation

04.

NON-CONFORMED MERCHANDISE

4.1. Return

4.2. Non-conformity detected after reception

4.3. Right of retention

05.

CERTIFICATES & INSTRUCTION MANUALS

01.

GENERAL SPECIFICATIONS

1.1. COVERAGE OF THESE CONDITIONS

The Supplier upon accepting the order commits himself to accept the "General Purchasing Conditions" which appear in the Purchase Order and also these "General Supply Conditions". Both conditions shall prevail over those of the Supplier, except when ALTE TRANSPORTATION, S.L. (from now on referred to as the PURCHASER) has accepted others, in writing.

1.2. RESPONSIBILITIES OF THE SUPPLIER

The Supplier is responsible for:

  • The conformity of the merchandise supplied with the specified requirements is independent of the responsibilities which the manufacturer may have.
  • Fulfilling the offered and agreed to periods of delivery.
  • Fulfilling the "General Purchasing Conditions" and these here "General Supply Conditions", or before accepting the Order, notifying the Purchaser of any conditions which he cannot fulfill.

1.3. DATE AND PERIOD OF DELIVERY

The Date of Delivery shall be considered the date mutually agreed to between the Purchaser and the Supplier, and indicated on the Purchase Order.

The Period of Delivery is the period of time between the date of the Purchase Order and the Date of the Delivery. The Period of Delivery is considered to be unrenewable, except in the case of conditions completely outside the supplier's control, or with the approval of the Purchaser.

The Purchaser has the right to set back the Date of Delivery upon notification to the supplier.

1.4. DOCUMENTATION

All the specifications, plans, material lists, and documents in general with respect to the Purchase Order are the exclusive property of the Purchaser, all these documents are considered confidential. As a consequence, the Supplier is obliged to neither lend nor communicate these documents or copies or reproductions thereof to third parties, without the previous authorization of the Purchaser, given in writing for each case.

1.5. SUBCONTRACTING

The Supplier shall not subcontract the manufacture of the articles in the Purchase Order, designed by the Purchaser, either partially or wholly, without the knowledge of the purchaser.

1.6. PRICES

The prices, without taxes, shown in the Purchase Order shall be fixed. The variations in price shall not affect the Order, unless agreed to by the Purchaser, in writing.

These prices include packing and transport costs to the Purchaser's storehouse unless otherwise specified.

1.7. COMMUNICATIONS

Any information about aspects that may affect the Order shall be communicated officially by means of a letter or telefax.

5.1. Certificates

5.2. Instruction manuals

02.

TECHNICAL CONDITIONS

2.1. INTERPRETATION OF THE REQUIREMENTS

The Supplier-Manufacturer shall not carry out the manufacturing of the merchandise required in the Order if he has any doubts about the interpretation of the documentation. In this situation, the Supplier shall notify any doubtful matters to the Purchaser, and once these matters have been resolved, or the documentation modified, if this should be necessary, then the manufacturing may begin.

In any case, and before starting to manufacture, the Supplier is obliged, in a period of no more than ten days, to communicate to the Purchaser, any of the conditions which he may not be able to fulfil.

 

2.2. CONFORMITY OF THE MERCHANDISE

The merchandise shall conform to the requirements indicated in the Purchase Order and to the documentation that accompanies it.

The Supplier is responsible for the final quality of the merchandise and for the quality of the materials used in the manufacture and specified in the technical documentation.

 

2.3. MODIFICATIONS

The Supplier shall not introduce modifications or alterations in the product to be supplied with respect to the conditions expressed in the Purchase Order and the annexed documentation, except with the written approval of the Purchaser.

When the Purchaser expressly requests a modification, in writing, the Supplier shall introduce it, independent of the consequential negotiation of the new conditions of the Order which may be in order.

 

2.4. SOLICITUDE OF DEVIATION

The Supplier shall request the Purchaser's approval of any possible technical deviations before introducing them in the manufacture of the Order.

 

2.5. TEST

The Supplier shall carry out as many tests and checks as he considers necessary in order to assure the suitability of the merchandise supplied with respect to the requirements of the Purchase Order, and shall propose to the Purchaser those changes which will result in an improvement of the merchandise.

All the tests shall be adequately documented.

 

2.6. TEST MATERIAL

When so required by the documentation, the Supplier shall hand over the corresponding test material at the same time as the merchandise. The test material shall be representative of the associated process and its identification shall allow it to be easily correlated with the material, piece, or assembly to which it belongs.

 

2.7. VERIFICATION OF THE PURCHASED PRODUCTS

SEPSAMEDHA or its clients shall have the right to verify, at source, that the products purchased conform to the specified requirements.

03.

DELIVERY CONDITIONS

3.1. DELIVERY OF THE MERCHANDISE

The Supplier shall deliver the merchandise to the Purchaser's storehouse. The deliveries shall be carried out within the periods of delivery defined in the Purchase Order.

Any modification to the Date of Delivery must be authorized, in writing, by the Purchaser. If the Supplier should wish to bring forward the delivery of merchandise, otherwise programmed for a later date, he must request written authorization from the Purchaser.

 

3.2. SUPPLY DELAYS

If the Supplier should deliver the merchandise outside the agreed period, the Purchaser shall have the right to cancel the order without prior notice.

In case of any delay of delivery the Purchaser will apply penalty which will equal to 4% of the value of the delayed article for each week of delay and any part of the week will be considered as a complete week and the value of the penalty will not exceed 10% and in any circumstances the delay will not exceed 30 days.

 

3.3. PACKING

The Supplier is responsible for delivering the merchandise in perfect condition, without damage, impacts, scratches etc. He must, therefore, protect the merchandise with suitable packing.

In all cases, he must use correct packing to protect the merchandise against rough handling and corrosion.

The Supplier shall mark on the packing, any conditions or recommendations with respect to the correct handling of the merchandise.

The Supplier shall be responsible for any damage which happens to the merchandise due to deficient packing. The damage shall be repaired at no cost to the Purchaser.

 

3.4. MARKING

Each package shall be marked as follows:

  • Identification of the merchandise. Label which shows the Purchase Order number and the article code, both of these as given by the Purchaser, and the number of articles which the package contains.
  • Symbols and instructions for the handling, transport, and storage of the merchandise.

 

3.5. TRANSPORT

The transport of the merchandise and the risks which arise from it shall be the responsibility of the Supplier until the arrival of the merchandise at the Purchaser's reception, except when this activity is under the Purchaser's responsibility.

 

3.6. PERIOD FOR CONFORMITY

The Purchaser reserves a period of fifteen working days, as from the real delivery date, in order to verify the merchandise, and to notify his conformity to the Supplier.

 

3.7. COMPLETION OF THE ORDER

The Order shall not be considered completed until all the merchandise, conforming to all the requirements, and all the certificates, instruction manuals, test material, etc., requested in the Purchase Order have been handed over.

 

3.8. CANCELLATION

The Purchaser shall have the right to cancel the Order, either totally or partially, at any moment, simply by notifying the Supplier in writing. The total quantity of material and work carried out up until that date shall be valued and compensated for, by mutual agreement between the Supplier and the Purchaser.

When the Supplier fails substantially to fulfil any of the conditions expressed in the Purchase Order, the Purchaser shall have the right to cancel the Order, without this implying any cost to the Purchaser.

04.

NON-CONFORMED MATERIAL

4.1. RETURN

The delivery of merchandise which does not meet the specifications shall result in the sending back of the batch, either wholly or partially, without this implying any cost to the Purchaser.

The rejected merchandise shall be accompanied by a report including details as to why the merchandise has been rejected.

If the merchandise can be recovered, and for reasons of urgency, the Purchaser should carry out this operation, he shall pass on the corresponding charge to the Supplier.

The pieces recovered by the Supplier, before being sent to the Purchaser, shall be clearly identified with the inscription "Recovered Pieces" in a clearly visible place.

 

4.2. NON-CONFORMITY DETECTED AFTER RECEPTION

If merchandise which does not conform to the requirements is detected in stages posterior to its reception, it shall be the responsibility of the Supplier to repair it or replace it with merchandise which conforms to the requirements.

In case of non-conformity detected the Purchaser shall apply penalty which will equal to 4% of the value of the delayed article for each week of delay and any part of the week will be considered as a complete week and the value of the penalty will not exceed 10% and in any circumstances the delay will not exceed 30 days.

The Purchaser shall apply penalty of 100€ for each non-conformity detected.

In case of Purchaser shall solve a non-conformity the Supplier shall be responsible for any extra cost caused by the same.

 

4.3. RIGHT TO RETENTION

In all cases when the merchandise does not meet the required conditions expressed in the Purchase Order, the Purchaser shall have the right to hold back payment until the merchandise has been repaired and conformed.

05.

CERTIFICATES AND INSTRUCTION MANUALS

5.1. CERTIFICATES

When the Purchase Order, or the Purchaser in writing, so indicate, the Supplier shall hand over a Certificate of Conformity to the Purchaser at the same time as the delivery of the merchandise. The test protocols shall also accompany the certificate, where this is applicable.

The lack of this Certificate shall give rise to the holding back of payment of the receipt corresponding to that merchandise.

 

5.2. INSTRUCTION MANUALS

The Supplier shall hand over the Manuals referring to installation, operation, maintenance and calibration of the equipment or instruments, whichever may be applicable, together with the merchandise.

In case of no reply by the supplier before 15 days after the date of receiving the contract, the same will be considered valid.