GENERAL PURCHASING CONDITIONS
(Rev. V.2.2022)
Unless expressly agreed in writing, these are the only conditions (hereinafter “Conditions”) under which CMO (CMO VALVES Technology S.L.) is willing to purchase goods in accordance with the order..
In these Conditions::
“Goods” means the goods (or any of them) described in the Order, as well as any spare parts and, in the event that the Order is for services or works, it also refers (where the context allows) to provision of services or performance of work in accordance with the Order;
“Contract” means the contract for the sale of Goods;
“Company” refers to CMO VALVES Technology S.L.; hereinafter CMO.
“Specification” means the description or designs of the Goods, as well as details (if any) of their manufacture, production or processing;
“Order” means the purchase order sent by the Company for the supply of Goods under these Conditions and includes the Specifications that have been provided for that purpose;
“Supplier” means the person, company or entity to whom the Order is submitted.
Headings are for reference only, and do not affect the content of these Terms.
1. VALIDITY OF THE CONDITIONS
1.1 All terms and conditions provided by the Provider shall not apply and are expressly excluded. No variation to these conditions will be effective unless agreed in writing and signed by an authorized person of the Company. The acceptance of the Supplier’s conditions of sale or of any other conditions or terms different from the Conditions cannot be considered implicit to any act, omission or series of acts or omissions on the part of the Company.
1.2 All modifications or variations to these Conditions that are agreed at the time of the Order are specified in the Order and in case of contradiction between the Conditions and the Order, what is established in the Order will prevail.
1.3 Except as specified in the Order, the Supplier may not subcontract or assign all or part of the Order without the prior consent of the Company. The Company reserves the right to assign the Contract (as long as it is duly notified to the Supplier) to any of its associated companies. The Supplier will be responsible for all the work carried out and for all the goods supplied by its subcontractors.
1.4 The Company reserves the right to request from the Supplier an execution guarantee that will be delivered before the start of the Contract works or at any later time indicated by the Company.
1.5 INCOTERMS: The Incoterms (2020 Edition) will apply to contracts with Suppliers not resident in Spain.
2. VARIATIONS
The Company may unilaterally modify the Specification and the quantity of Goods, as well as the delivery date (with an equitable price adjustment).
3. COMPLIANCE WITH THE ORDER, QUALITY AND DESCRIPTION
3.1 The Goods must:
3.1.1 Comply with the quality, design and description indicated in the Order;
3.1.2 be merchantable and fit for purpose;
3.1.3 be identical to prototypes, designs or specifications;
3.1.4 be properly packaged and wrapped, at the Supplier’s expense, in such a way that they are protected against any risk of damage or deterioration;
3.1.5 comply with the requirements established by the legislation, regulations or any other regulation that is in force and applicable on the delivery date;
3.1.6 be satisfied with all the descriptions provided by the Supplier and/or with those that appear in the documentation provided in relation to the Goods.
3.2 The Supplier shall deliver, together with the Goods, all certificates of conformity, instructions and any other documents required under the Contract. The absence of any of the documents, as well as errors or non-conformities in the Goods and documentation, will empower the Company to reject the Goods.
3.3 The Supplier may not modify the quantities indicated in the Order or modify the Specification without the prior written consent of the Company.
3.4 The Supplier must notify in detail before delivery which are those Goods that are perishable, have a limited useful life, as well as any circumstances that may affect the quality of the The Supplier will provide instructions regarding the correct storage, handling and use of the Goods. The details and instructions mentioned above will form part of the description of the Goods. The Supplier will indemnify and hold the Company harmless for any damages and losses (including, but not limited to, loss of goods, whether total or partial and whether or not they are the subject of the Order, loss of profit and loss of any contract) that they have their origin in errors or omissions of the Supplier or in breach of the latter in the delivery of the appropriate instructions.
3.5The materials requested in steel, raw or finished, whether rolled or cast, must meet the requirements of the standards established in Annex I.
4. TESTING AND INSPECTION
Before delivery, the Supplier will carry out tests on the Goods to ensure their conformity with the Order. The Company relies on the Supplier’s judgment and knowledge when analysing the quality and suitability of the Goods for the stated purpose. If requested, the Supplier will provide the Company, free of charge, with the results and conclusions of the tests. After notifying the Supplier within a reasonable time, the Company’s representatives may go to those facilities that are necessary to observe the progress of the work on the Order of the Supplier or its subcontractors and may attend the tests and observe them, as well as inspect the Goods. The presence and observation of the Company will not imply the acceptance of the Goods by the latter.
5. DELIVERY
5.1 In accordance with the provisions of point 5.4, the delivery date is essential in the Contract. The Supplier must notify the Company well in advance of any possible delay.
5.2 The Goods must be delivered strictly in accordance with the The Company reserves the right to arrange delivery to a third party’s facility. In the event that the delivery of the Goods, or any of their parts, is not made on the date established in the Order, the Company shall be entitled to apply a late penalty of 0.5% of the Contract price per week or fraction of delay, up to a maximum of 10% of the value of the Contract.
5.3 The delivery note supplied together with the Goods must identify the Order number, full details of the consignment, name of the carrier, and will also contain a list of the remaining documents provided.
5.4 The Company, at its discretion, will be entitled to postpone delivery without incurring any type of responsibility for storage or any other charge on the part of the Supplier. In such cases, the Goods may not be invoiced until delivery has taken place.
5.5 Goods which on delivery do not comply with the Specification or the Order, are damaged or defective may be returned to Supplier within a reasonable period of time from delivery, at Supplier’s expense and The Supplier may, always at the option of the Company, supply spare parts or repair defects and damages to the satisfaction of the Company. Payment by the Company will not imply prejudice or waiver of the rights of the Company established in this condition.
5.6 Non-adherence by the Supplier to any of the provisions of the Contract will entitle the Company to, unilaterally and at any time after the delivery date, consider the Contract as rejected in whole or in part (without prejudice to any rights assist you) and the Company will not be prejudiced by any delay in exercising that option or by any satisfaction guaranteed by the Supplier.
5.7 If the Contract includes delivery term, the Company shall be entitled to consider the failure to deliver any of the deadlines as a breach of the Contract (without prejudice to any other rights or remedies).
6. TRANSFER OF RISK AND OWNERSHIP
6.1 The ownership of the goods, as well as the risk over them, will be transferred to the Company when the Goods are unloaded at the place of delivery, in accordance with the provisions of conditions 6.4 and 6.5 and without prejudice to the right of the Company to reject the Goods.
6.2 The Supplier shall be responsible for the costs of transportation and unloading of the Similarly, Supplier shall be responsible for insuring the Goods for their full replacement value against all risks of damage or loss which may occur before delivery is complete.
6.3 The Supplier must deliver, if so requested by the Company, sufficient evidence that it has contracted Product Liability insurance (with a minimum coverage of up to 3 million euros) that covers the Goods.
6.4 When the Goods are held by the Supplier awaiting delivery instructions, ownership of the Goods will pass to the Company when the Goods are ready for delivery. However, the risk will not pass to the Company until effective delivery in accordance with the Company’s instructions.
6.5 Advance partial payments for Goods prior to delivery are deemed to be payments of part of the Contract price, and ownership of materials purchased or manufactured by Supplier to fulfill the Contract shall pass to Company on the date they are due place such payments and for their value.
7. PRICE AND PAYMENT
7.1 The price established in the Order will be fixed and obligatory until the fulfillment of the delivery.
7.2 The prices indicated in the Order include all packaging, transport, insurance, loading and freight costs except The Supplier may not increase prices for any variation in the costs indicated above.
7.3 Payment is subject to receipt by Company of the Goods and necessary documentation in accordance with the Contract.
7.4 In those cases in which the Company has agreed advance payments or progressive payments, the Supplier will provide, when requested by the Company, a guarantee on first demand issued by its bank.
7.5 The payment by the Company of any amount related to the Contract price does not imply the acceptance by the Company of the fulfillment of the Supplier’s obligations nor the waiver of the rights that assist the Company.
7.6 When extra charges have been agreed in the Order for pallets, crates, crates, containers or any other packaging elements that must be accredited when returned to the Supplier, the Company’s delivery note signed by any employee or agent of the Provider will be sufficient evidence that said packaging elements have been returned.
8. COMPENSATION
The Supplier must, at all times, compensation and hold the Company harmless before:
8.1 all costs, damages, and any other losses (including legal expenses) arising from claims for infringement of any intellectual property rights, including design patents, trademarks, trade names or for violation of any third-party rights that arose from the use and sale of the Goods and (in the case of a Specification supplied by the Supplier) from the exercise by the Supplier of its obligations under the Contract; and
8.2 all actions, claims, claims expenses, demands, damages, expenses and any other losses, property damage, death, damage or injury to any person caused by or contributed to by any defect or fault in the Goods, acts or omissions of the Supplier, its agents or its subcontractors; and
8.3 all indirect and consequential damages, costs, losses or expenses that arise or are claimed against the Company and have their origin in a breach of the Contract by the Supplier or any other circumstances mentioned in this condition 8.
9. OWNERSHIP OF INFORMATION
9.1 The Supplier will treat with due secrecy all confidential information related to the products, business technology, technical or purchasing requirements of the Company or any of its associated companies that may have come into the possession of the Supplier in the course of the execution of the Order, and the Supplier may not use or disclose, without the prior written authorization of the Company, the confidential information to any person for any purpose other than the execution of the Order.
9.2 The Supplier may not use the name of the Company, or be considered as an associate of the Company, in any advertising material or by any other means, without the prior written authorization of the Company.
9.3
9.3.1 The copyright in all designs provided by the Company to the Supplier belongs to the Company and both the designs and any other elements provided by the Company to the Supplier must be used only for the purposes of the Order and will remain the property of the Company , and the Supplier must return them to the Company free of charge at the time the Company requires it.
9.3.2 The designs, patterns and any other elements produced by the Supplier as a result of the instructions of the Company will be used only for the purposes of the Order. Supplier shall provide copies thereof to Company free of charge.
9.4 The Supplier shall return, at the Company’s request and at any time upon termination of the Contract, all Specification designs, examples, borrowed elements (according to the definition given in condition 11), as well as any other material delivered by the Company to the Supplier on the occasion of the Order. The Supplier may not keep copies of the elements indicated in this condition 9.4.
9.5 In the event that the Provider has been granted a license by the Company, the Provider must treat the licensed items in the same way as the Company would and always according to its instructions, which may be issued at any time. moment. In the event of an agreement for use, the Provider must sign the notice of cancellation of use upon first request by the Company.
10. USE OF PERSONNEL
All the personnel used by the Supplier to carry out the Order will at all times be considered as personnel employed by the Supplier, and must comply with all the regulations applicable to the Company’s facilities.
11. MATERIALS AND TOOLS
11.1 At any time, while the Supplier is in possession of any material provided free of charge by the Company to carry out the Order (Loaned Items), the Loaned Items will remain the property of the Company, but the risk on them will be assumed by the Supplier. Supplier and it must:
11.1.1 use assembly tools solely for the execution of the Order and certify the inclusion of the assembly items in the Goods as required by the Company in the Order;;
11.1.2 while not using the Loaned Items, keep them separate and identified as Company property;
11.1.3 keep insured, at your expense, the Loaned Items for their replacement value, against typical risks, as well as implement procedures in such insurance to replace the Loaned Items;
11.1.4 store the Loaned Items, treat them with due care and keep them in good condition (except for normal wear and tear);
11.1.5 not to sell, dispose of or destroy any assembly tools without Company’s prior written consent and, at Company’s expense, repair or replace any Loaned Items damaged or lost due to Supplier’s negligence; and
11.1.6 assign to the Company or its authorized agents the Loaned Items at the time requested by the Company.
11.2 At any time, while the Supplier is in possession of any tools, fixtures or equipment delivered or loaned by the Company for the execution of an Order (Tools), the Tools shall remain the property of the Company and the Supplier shall:
11.2.1 keep the Tools separate and readily identifiable as Company property;
11.2.2 keep the Tools insured at your expense, for their replacement value, against typical risks, as well as implement procedures in said insurance to replace the Tools;
11.2.3 store the Tools, treat them with due care and keep them in good condition (except for deterioration due to normal use);
11.2.4 not to sell, dispose of or destroy the Tools without Company’s prior written consent;
11.2.5 not to use the Tools for purposes other than the execution of the Order, except with the prior written consent of the Company;
11.2.6 at its expense, repair or replace Tools damaged or lost due to Supplier’s negligence; and
11.2.7 assign the Tools to the Company or its authorized agents at the time requested by the Company.
11.3 The price of the Contract will include all the expenses of those supplementary tools to the Order. The costs of these tools must be included as a separate concept in the invoice. The transfer of title to such tools shall be simultaneous with the transfer of title to the Goods, and the Supplier shall, when required, facilitate the collection of such tools to the Company at any time thereafter.
12. WARRANTY
12.1 In the absence of any further warranty that is expressly given in writing, Supplier warrants that the Goods are free from defects for a period of 24 months from the date of delivery or (if later) the date of putting into service (Period of Warranty). This guarantee is in addition to any other provisions of these conditions or to the rights of the Company under the laws or the Agreement, or any other document or regulation.
12.2 In the shortest possible time after notification by the Company of the existence of a defect during the Warranty Period, the Supplier must collect at its expense and, within a reasonable time, replace or repair, at the discretion of the Company, the defective The Supplier will bear the costs of such replacement including (without limitation) the charges for the removal of the defective Goods and the supply or accessories of the spare parts.
12.3 The replacement of the Goods under this condition shall not prejudice the rights of the Company to claim the Supplier for the defects, nor shall it limit or reduce the Supplier’s liability for damages and losses (or any other damages to the Goods in question) that have their origin directly or indirectly in the defective Goods.
13. TERMINATION
13.1 Subject to payment for work performed under the Order as set out in condition 13.2, Company shall be entitled to terminate the Contract, in whole or in part, upon notice at any time.
13.2 Upon termination in accordance with condition 1 or condition 14, Supplier shall immediately suspend execution of the Order and shall, within two months thereafter, submit its claim for expenses incurred in accordance with the Order. The Provider shall take reasonable actions to mitigate the damage. The Company will not be responsible for claims submitted after the expiration of two months from the termination.
13.3 Likewise, and without prejudice to what is indicated in condition 1, the Company shall be empowered to terminate the Contract:
13.3.1 in the event that the Supplier does not remedy the breach of any provision of the Contract (if this breach is rectifiable) within 10 days of notification of said breach indicating the measures to be taken to remedy it; and
13.3.2 by notification of the occurrence of any of the events specified in clause 14.
13.4 In the event of termination in accordance with this condition 13, the Company will be entitled to take title to the Goods, Tools and Loaned Items, wherever located and the Supplier will irrevocably authorize the Company , to go to their facilities for this purpose.
14. INSOLVENCY
The Supplier shall immediately notify the Company of the occurrence of any of the following events:
14.1 the Supplier carries out any type of action that implies bankruptcy or carries out any agreement or composition in favour of its creditors; either
14.2 the Supplier becomes insolvent, is in bankruptcy, requests the appointment of Insolvency Administrators, whether voluntary or not and whatever the purposes thereof.
14.3 The appointment of Administrators, over all or part of its assets, if permitted by applicable law, will empower the Company, without prejudice to the remaining rights contained in the Contract, to terminate the Order or suspend delivery.
15. RENOUNCE
The renounce of any of the Company’s rights under the Contract will not be effective unless it is in writing and signed by a person with sufficient power on behalf of the Company. The resignation will be valid only for the specific circumstances in which it takes place and will be independent of the rights that the Company holds in different, similar circumstances or in the recurrence of the same circumstances.
16. NOTICES
In accordance with these Conditions, notifications must be made in writing and sent by certified mail to the address of the recipient in accordance with the Contract or to those addresses that the Company or the Supplier have been notified as valid addresses.
17. OBLIGATIONS OF THE SUPPLIER
17.1 The Supplier accepts that, in no case will it request the Company to adopt measures that are prohibited or penalized by virtue of the provisions of Spanish law and that, if they occur, said requests will be considered null and Nothing in this Contract or in said requests shall be interpreted in the sense that it requires or constitutes an agreement on the part of the Company to adopt actions that are prohibited or penalized by virtue of the provisions of Spanish law.
17.2 The Supplier agrees that it will refrain from paying, offering or authorizing payment, directly or indirectly, of anything of value (whether in the form of compensation, gift, contribution or otherwise) to any person or organization in violation of applicable , including US laws (such as the Foreign Corrupt Practices Act). Any breach of this condition will entitle the Company to immediately terminate the Contract for just cause. In the event that the Company considers in good faith, at any time, that the Supplier has breached this obligation, the Company will have the unilateral power, exercisable by written notification, to terminate the Contract, and the Supplier will not have any type of recourse or claim, whether of a financial or any other nature.
17.3 The Supplier agrees to adhere to the highest ethical standards in performance of the Contract.
17.4 The Supplier guarantees and undertakes that no part of its price, commission, compensation or the like will be paid directly or indirectly to any public official, political party, or political candidate in contravention of any applicable law, including those of the USA. Any breach of this condition will entitle the Company to immediately terminate the Contract for just In the event that the Company considers in good faith, at any time, that the Supplier has breached this obligation, the Company will have the unilateral power, exercisable by written notification, to terminate the Contract, and the Supplier will not have any type of recourse or claim, whether of a financial or any other nature.
17.5 The Supplier will accurately and transparently keep its books and records in accordance with generally accepted accounting principles on all expenses and obligations incurred by the Supplier or its owners, officers, directors, employees or agents in compliance with the terms of the Contract or any other act or service on behalf of the Company or otherwise related to the Contract. This requirement shall also apply, without limitation, to any commission, compensation, reimbursement, or other payments made by or on behalf of the Company to the Supplier, its owners, officers, directors, employees, or agents.
17.6 In the event that the Company at any time believes in good faith that the Supplier has breached these warranties and responsibilities, the Company shall have the right to audit the Supplier’s books and records relating to the Contract in order to ensure that no there has been no breach. Said audit will be carried out by individuals selected by the Company, however, at the request of the Supplier, the Company will select an independent third party to conduct the same and certify that there has been no non-compliance. The Supplier will bear the costs of any independent third- party auditor that it The Supplier will cooperate fully in any audit conducted by or on behalf of the Company. Non-compliance or reasonable suspicion of non-compliance constitutes the right, immediately exercisable upon written notice, to terminate the Contract.
17.7 The Supplier declares and agrees that the products or the technical information subject to sale or supply of any kind under the Contract are subject, regardless of their quantity or value, to export controls and other international trade controls capable of limiting the sale, re-export or transmission of such products or technical data to certain countries or contracting parties; including, among others, the requirements related to authorizations demanded by the laws in force in Spain, and in other jurisdictions.
17.8 The Company is committed, as part of its policy, to rigorous compliance with the legislation of the countries in which it carries out its activities; including, without limitation, US export control and trade sanctions laws and In this sense, the Supplier undertakes to also comply with said legal provisions. In the event that any of the shipments or transmissions of products made under the Contract are subject to obtaining export authorizations, the Supplier agrees to comply with their terms.
17.9 The Company reserves the right to refuse the signing or execution of any Order, as well as to cancel any order that has been placed under the Contract if the Company, at its sole discretion, determines that the signing of the Order, the execution of the transaction to which the Order refers violates any law or regulation applicable in Spain or in any jurisdiction.
17.10 The Supplier agrees that the cancellation or rejection of Orders or the extinction of the Contract by the Company in the circumstances described above will not imply a breach of the obligations that for it derive from this; renouncing to present any claim against the Company for the losses, expenses or costs (including, without limitation, the additional or consequential damages) that it suffered due to said rejection, cancellation or termination of the Contract.
18. DUAL USE WARRANTY
18.1 The Supplier guarantees that all the Goods comply with the provisions of Regulation (EC) No 2021/821 of the Council, which establishes a community regime for the control of exports of dual-use products and technology (Regulation of Dual Use ), its modifications and any other legislation that develops the Dual Use Regulation.
18.2 The Provider will be responsible for all financial consequences, damages and losses of any kind suffered by the Company as a result of the Provider’s breach of the Dual Use Regulation.
18.3 The Supplier will issue, whenever required by the Company, a certificate in accordance with the model issued by the Company indicating that all Goods supplied comply with the Dual Use Regulations and any other applicable legislation.
19. LAW AND JURISDICTION
19.1 The Contract will be governed by Spanish law.
19.2 If any discrepancy, dispute or difference arises in relation to the Contract, the parties agree that they will try to resolve it through an alternative dispute resolution system (“SAD”) agreed between the parties. The costs and expenses associated with said SAD will be paid by the parties in halves.
19.3 In the event that the parties cannot agree on a suitable SAD within a period of six (6) weeks from the notification of the matter in dispute, or since the matter of dispute cannot be resolved through the procedure imposed by the SAD, the parties agree that differences and disputes will be settled by the exclusive jurisdiction of the Spanish Courts.
19.4 The application to the Contract of the United Nations Convention on Contracts for the International Sale of Goods of Vienna of 1980 is expressly excluded.
20. MISCELLANEOUS
20.1 Each of the paragraphs and stipulations of these Conditions will be considered as an independent condition and if any of the provisions of these Conditions is considered null or invalid, said provision will be modified as necessary.
20.2 The Contract supposes the total agreement of the parties in relation to the object of the same.
20.3 Data protection: The Company informs the Supplier that the Supplier’s personal data, such as those of its employees or signatories, of which it becomes aware due to the contractual relationship will be incorporated into a file under the responsibility of the Company and whose intention is to facilitate communications between the Company and the Provider. The owners of the data may exercise their rights of access, rectification, cancellation or opposition by writing to the Company at the address that appears in the Order, indicating in said letter their name and surname, address for notification purposes, documents that justify your request, as well as a copy of your personal identification document.
