1. GENERAL
These General Conditions of Purchase (hereinafter, the “General Conditions”) shall apply to all purchases of goods and/or contracting of services made by FLUITECNIK S.A. (hereinafter, “FLUITECNIK” or the “Buyer”) from any supplier (hereinafter, the “Supplier”).
These General Conditions form an integral part of any accepted quotation, order or purchase order issued by FLUITECNIK, as well as of any contract entered into between the parties (hereinafter, the “Order” or the “Special Conditions”). In the event of any contradiction between these General Conditions and the Special Conditions, the latter shall prevail.
No general conditions of the Supplier other than those provided for herein shall be accepted without the express written acceptance of FLUITECNIK. Any modification or exception proposed by the Supplier shall only be valid if it has been previously and expressly accepted in writing by FLUITECNIK.
The execution of the Order by the Supplier constitutes full and unreserved acceptance of these General Conditions.
2. ORDER
2.1 Acceptance of the Order
FLUITECNIK shall issue the corresponding Order to the Supplier. The Order shall be deemed to be accepted in full if the Supplier does not expressly communicate its rejection within FIVE (5) calendar days of receipt.
Any reply from the Supplier that includes modifications or different conditions shall constitute a new quotation, valid only if FLUITECNIK expressly accepts it in writing.
2.2 Prices and payment conditions
Prices, payment conditions, specific requirements and other applicable economic terms shall be those set out in the Order. If the Supplier does not agree, it must notify the Purchasing Department in writing within FIVE (5) calendar days. Once this period has elapsed, no further claims shall be accepted.
2.3 Invoicing
Invoices must be sent to FLUITECNIK within EIGHT (8.-) calendar days following their issue. If this requirement is not met, the due date shall be adjusted to FLUITECNIK's next internal validation cycle.
3. CONFORMITY, TECHNICAL SPECIFICATIONS AND INSPECTION
The Supplier shall supply the goods in accordance with the applicable technical specifications, drawings, documentation and regulatory requirements, including, where applicable, CE marking or other regulatory requirements.
FLUITECNIK may inspect the goods on receipt without such inspection implying final acceptance. Checks shall be carried out in accordance with quality criteria based on procedures inspired by ISO 9001 standards.
4. DISCONFORMITY, RETURNS AND REPLACEMENT
FLUITECNIK may reject and return goods that (i) do not comply with the specifications; (ii) do not correspond to what was ordered; (iii) are defective in quality, manufacture or quantity; or (iv) are unsuitable during use or within the warranty period.
The Supplier shall bear (i) the value of the rejected goods; (ii) the costs of transport and return; (iii) the costs of inspection, handling and management; and (iv) the direct damages resulting from the non-conformity.
The rejected goods shall be replaced free of charge at the shortest possible time when required by FLUITECNIK. However, FLUITECNIK reserves the right, at its sole discretion, not to request replacement and to purchase the goods from a third party, in which case the Supplier shall bear any price difference, additional procurement costs and other expenses reasonably incurred as a result of the non-conformity.
5. DELIVERY, PACKAGING, INDENTIFICATION AND DOCUMENTATION
The goods must be delivered correctly packaged, protected and identified, using packaging materials and methods appropriate to the nature of the goods and the transport, handling and storage conditions envisaged. The packaging must at all times guarantee the integrity, conservation and protection of the products, avoiding any damage, deterioration or impairment during their transport to FLUITECNIK's facilities or the agreed place of delivery.
The Supplier shall bear all costs related to packaging.
The Supplier shall include in each shipment (i) delivery note or proof of delivery; (ii) Order number, code and product designation; (iii) quantity sent; and (iv) technical documentation and associated certifications.
In the event that the packaging used is insufficient, inadequate or defective, and this causes total or partial damage or loss to the goods, the Supplier shall be solely and fully liable for the resulting damages, without prejudice to FLUITECNIK's right to refuse delivery or demand the immediate replacement of the products affected.
6. TRANSPORT AND TRANSFER OF RISK
Unless otherwise agreed in writing, transport shall be carriage forward and at the expense of the Supplier, who shall assume ownership and the risk of loss or damage to the goods until they are actually received by FLUITECNIK.
7. DELIVERY PERIODS AND PENALTIES
The delivery periods established in the Order are essential and shall be understood to refer to the date of delivery to the premises indicated by FLUITECNIK.
In the event of non-compliance, FLUITECNIK reserves the right to pass on the damage caused to the Supplier.
Also, when the delay is attributable to the Supplier, FLUITECNIK may demand a penalty of 1% of the amount of the Order or of the line affected for each day of delay or fraction thereof, up to a maximum of 10%.
8. TERMINATION
Without prejudice to the causes for termination provided for in the legislation in force, the Order may be terminated in any of the following cases:
a) By the declaration of insolvency of the Supplier, whether voluntary or necessary, as well as the opening of liquidation phase or any situation that seriously affects its ability to fulfil its contractual obligations;
b) By extinction of the legal personality of the Supplier, by dissolution, liquidation, merger, spin-off or other corporate operation that implies the impossibility of executing the Order;
c) At the request of Fluitecnik, when there is a breach of the obligations set out in the Order or in these General Conditions.
In the event of termination in accordance with the above, the following legal consequences shall apply:
- The Supplier shall reimburse FLUITECNIK for any amount received that does not correspond to goods delivered and accepted, in accordance with Articles 1.124 and 1.303 of the Civil Code;
- FLUITECNIK may refuse any outstanding delivery and suspend all payments affected by the resolution;
- The Supplier shall immediately return to FLUITECNIK any material, equipment, tools, documentation or information that the latter may have provided to FLUITECNIK for the execution of the Order;
- When the resolution derives from a dispute relating to an invoice, FLUITECNIK may withhold the disputed amount without this giving rise to interest, penalties or charges, until the complete resolution of the dispute.
9. INDUSTRIAL AND INTELLECTUAL PROPERTY
The documents, plans, designs, technical information, software or any support provided by FLUITECNIK are the exclusive property of FLUITECNIK. Their use is limited to the execution of the Order and their reproduction, communication or transfer without express authorisation is prohibited.
10. FORCE MAJEURE
None of the Parties shall incur any liability for non-performance or delay in the performance of the obligations arising from the Order when such non-performance or delay is the result of Force Majeure. Under no circumstances shall situations arising from strikes, labour disputes or other incidents attributable to the Supplier's personnel be considered Force Majeure.
While the situation of Force Majeure persists, the obligations of the Party affected shall be temporarily suspended, provided that said Party (i) notifies the other, as soon as possible, of the occurrence of the event constituting Force Majeure; and (ii) adopts the reasonable measures necessary to reduce its effects and to re-establish normal performance of the contract as soon as possible. Failure to give such notice shall prevent the affected Party from exonerating itself from liability for the damages that its failure to do so may cause.
If the situation of Force Majeure continues for a minimum period of TWO (2.) months, FLUITECNIK may terminate the Order by written notice addressed to the Supplier.
11. ASSIGNMENT OF CREDIT
The Supplier may not assign or encumber credit rights against FLUITECNIK without prior written authorisation from FLUITECNIK. Failure to do so shall entitle FLUITECNIK to refuse to recognise the assignment and/or to terminate the Order.
12. ASSIGNMENT OF THE CONTRACT AND SUBCONTRACTING
The Supplier may not assign or subcontract, in whole or in part, the rights and obligations arising from the Order without the prior express written authorisation of FLUITECNIK. In the event of non-fulfilment, FLUITECNIK may terminate the Order as of right without prejudice to any other actions to which it may be entitled by law.
13. INSURANCE
The Supplier shall be liable for any damages arising from its actions or omissions, or those of its personnel, as well as for the breach of its obligations or of the applicable regulations, and undertakes to hold FLUITECNIK harmless against any related claim.
For this purpose, the Supplier shall have, at its own expense, the appropriate insurances to cover the risks arising from the Order, including at least:
a) General Civil Liability Insurance, covering personal injury, material and consequential damages caused to FLUITECNIK or to third parties in the execution of the Order;
b) Product Civil Liability Insurance, covering damages or losses arising from defects in manufacture, design, quality or operation of the goods supplied, as well as of the products which they integrate, assemble or in which they are incorporated;
c) Operating and Post-work Civil Liability Insurance, when applicable due to the nature of the supply or service;
d) Transport Insurance, when the Supplier assumes the risk during the shipment of the goods, in accordance with the provisions of these
General Conditions or in the Order.
When requested by FLUITECNIK, the Supplier shall accredit the validity of these insurances by means of certificates issued by its insurance company, indicating coverage, limits and periods of validity, and undertaking to notify any modification or cancellation at least THIRTY (30.The existence of such insurance shall not limit or exclude the legal or contractual liability of the Supplier vis-à-vis FLUITECNIK, including the obligation to compensate for damages, losses, economic losses or costs that are not covered by such insurance.
14. WARRANTY
The Supplier warrants that the goods and services supplied comply with the specifications of the Order, the applicable regulations and are free from defects in design, materials, manufacture or operation.
The warranty period shall be the period indicated in the Order and, failing this, TWELVE months from delivery.in service, whichever period expires later shall apply.
During the guarantee period, the Supplier shall repair or replace, at no cost to FLUITECNIK, any non-conforming goods or service, including transport, labour and any associated costs.
The repair or replacement shall have the same guarantee period, counted from the new delivery.
This guarantee does not limit the Supplier's liability for breach of contract or for defects that generate damage to FLUITECNIK.
15. CODE OF CONDUCT
The Supplier undertakes to comply with the FLUITECNIK Code of Conduct, which it declares to know and accept.
16. COMPLIANCE WITH REGULATIONS
The Supplier guarantees compliance with all applicable regulations on commercial, labour, tax, environmental, industrial safety, occupational risk prevention and anti-corruption matters. FLUITECNIK may request such supporting documentation as it deems necessary.
17. CONFIDENTIALITY
The Supplier shall maintain strict confidentiality with regard to all technical, commercial or any other information to which it has access on the occasion of the Order. It may not use it for purposes other than its execution or disclose it without prior written authorisation from FLUITECNIK.
18. DATA PROTECTION
Where applicable, the Supplier shall comply with data protection regulations and shall enter into the corresponding data processor agreement.
19. APPLICABLE LAW AND JURISDICTION
These General Conditions are governed by Spanish law.
The parties expressly submit to the jurisdiction of the Courts and Tribunals of Pamplona (Spain), unless otherwise agreed in writing.
20. INTERPRETATION AND VALIDITY
The invalidity or unenforceability of any clause shall not affect the rest of the document, which shall remain in force. The parties shall replace the clause affected by another of equivalent content that will achieve the intended purpose.
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