General Terms and Conditions of Purchase
1. These General Purchase Terms and Conditions apply to all contracts entered into between IFAM Seguridad, S.L.U. (hereinafter referred to as “Buyer”) and the service provider (hereinafter referred to as “Supplier”), as regards the delivery of goods and/or the rendering of services to the Buyer, included any related aspects and ancillary services (hereinafter referred to as the “Contract” and the “Delivery”). It also applies to all orders and order acceptances by Buyer in than sense.
2. These Terms and Conditions applicable to Orders shall apply to all future business relations concerning deliveries made by the Supplier, even if not expressly agreed upon again. Any other terms and conditions which are contrary to the following provisions or to the applicable legal provisions, or which supplement the provisions contained herein without having obtained the explicit acceptance of the Buyer, shall not be binding on the Buyer. The same shall apply should the Buyer not expressly object to such terms and conditions or should it accept the deliveries without reservations, even if it is aware of the existence of terms and conditions contrary to or in addition to those herein contained. As a precautionary measure, we hereby object to such conditions.
3. Save as otherwise agreed, these Terms and Conditions applicable to the Orders placed are supplemental to any framework agreement that may be entered into between Buyer and Supplier. In case of any conflict between the aforementioned Terms and Conditions applicable to the Orders and the framework agreement, the provisions of the framework agreement shall prevail.
1. A Contract shall be executed upon Supplier making an offer, which shall be generally based on a request submitted and accepted in writing by Buyer; or upon the placing of an order by Buyer, accepted in writing by Supplier, or upon the (partial) Delivery of an Order to the Buyer’s satisfaction. The offer shall bind the Supplier during a one (1) month term.
2. In the event that the Contract is not executed, the provisions contained herein shall however apply with regard to ancillary obligations, in particular with respect to the confidentiality agreement and the obligations regarding returns.
3. In the event that the goods and/or services require additional specifications, Supplier shall request them in writing and in due course.
1. The delivery dates, delivery schedules or delivery data agreed shall be binding on the parties, and their compliance shall be of the essence for the execution of the Contract. Delivery times will begin on the day the order is placed. Unconditional acceptance of or payment for a delayed Delivery shall not constitute a waiver of any rights in the event of failure to meet the delivery deadline.
2. As soon as Supplier becomes aware of circumstances likely to jeopardize timely Delivery, it shall inform Buyer in writing stating the reasons for the delay and informing of the expected duration thereof. The same shall apply to all circumstances which are known to the Supplier and of which the Buyer has no knowledge, irrespective of who caused them. Should Supplier breach its obligation to inform, it shall be held liable for any damages resulting from such failure to inform the Buyer, irrespective of whether or not it is liable for such non-compliance.
3. Should Supplier fail to perform Delivery as set forth in the purchase order, or in the event Supplier notifies Buyer that it will not meet the scheduled delivery date, Buyer reserves the right to cancel the purchase order or any part thereof, without any cost or liability thereto. Furthermore, Buyer reserves the right to claim any damages (including loss of profit) it may have incurred in as a result of Supplier’s failure to meet the scheduled Delivery date. In addition, Buyer shall be entitled to purchase substitute products/goods/services for those making up the Order from any other third parties, charging the Supplier for any costs incurred.
4. Save as otherwise agreed, Delivery shall be made in accordance with the Delivery terms and conditions set forth in the order itself.
5. Delivery shall be made to the address specified in the purchase order. Shipping documentation must be available and complete on the date of Delivery, and each Delivery must include a delivery note, where the order number and product valuation will be stated. All Supplier documentation shall include the factory, department, order number and other additional information requested in the order. Supplier shall attach to the Delivery any certificates and/or documentation or comply with all specific requirements in accordance with the applicable standards concerning technical specifications of goods manufactured as established by the corresponding standardization bodies to certify and guarantee the quality levels of the goods.
6. The risk shall pass from the Supplier to the Buyer upon delivery of the goods to the Buyer, irrespective of both the agreed price and the person making or arranging the shipment.
7. The packaging material may be returned. To that end, the provisions of the packaging regulations in force in Spain shall apply.
8. Deliveries of partial quantities shall only be permitted upon obtaining the explicit consent of the Buyer.
9. Should a retention of title be applied in favour of the Supplier, it shall have the effect of a mere reservation of title, and Buyer shall be entitled to use and process the goods without any restrictions and irrespective of such retention.
1. Save as otherwise expressly agreed between Buyer and Supplier, the prices are fixed and shall include all taxes (including the relevant value added tax), duties, customs duties, insurance, packaging and unloading costs.
2. In the event that a price that excludes shipment is specifically agreed, Buyer shall only bear the most favourable shipment costs, unless it has agreed to such shipment under other terms. Supplier shall bear all costs incurred in until the Delivery of the goods to the Buyer.
3. Invoices shall be sent to Buyer separately from shipment and shall be made available to Buyer within the first five (5) days of the month following that of Delivery. Should Provider fail to comply with the aforementioned term, the issuance of invoices shall be postponed to the following month under similar conditions. Invoices shall include all references previously agreed, in particular, the order number, any discounts and deductions, and taxes due. If a collective invoice is agreed to be issued, it shall be sent no later than on the third working day of the month following that of Delivery.
4. Save as otherwise expressly agreed between Buyer and Supplier, payment shall be made under the terms set forth in the order itself.
5. Buyer shall be entitled to fully exercise its set-off and retention rights. In particular, Buyer shall not be under the obligation to pay the price if it avails itself of its right to claim the performance of a rectification or if Supplier has only made a partial delivery. Supplier’s rights of retention and set-off are excluded unless Supplier has filed a counterclaim against Buyer to which no opposition has been filed, or if opposition has been filed by Buyer but the counterclaim has been finally and legally recognized.
6. Buyer shall be entitled to assign any and all rights under the Contract without the Supplier´s consent. Supplier shall not assign to third parties the rights arising from this contractual relationship without Buyer´s prior written consent.
1. Buyer’s guarantees and rights in the event of defects in the goods and/or provision of services shall be governed in accordance with the legal provisions in force and the Terms and Conditions herein contained applicable to the Orders. In any event, Buyer’s other contractual claims and rights shall remain unaffected by the foregoing.
2. Upon delivery by Supplier, Buyer shall inspect such delivery within an appropriate period of time in order to check the type of goods (identity check), shipping damage, and apparent quality and quantity deviations. Buyer shall be under no obligation to carry out any other additional inspection. The notification of any defects observed shall be deemed to have been given in due time, in any case, if Buyer serves it to Supplier within ten (10) calendar days after delivery of the goods, and Supplier receives such notice. In the case of hidden defects, such period of notice shall start on the date on which they were discovered. Clause V paragraph 2 above shall apply in the case of purchase agreements, works agreements, agreements for the provision of services and supply agreements.
3. In the event Delivery is made directly to the Buyer’s customer, any notice of defects may be made either by the Buyer’s customer directly to the Supplier or by the Buyer itself under the terms set out above.
4. In case of imminent damage or a special emergency situation, Buyer may rectify – notwithstanding Supplier’s liability to compensate for any existing defects – the defects at its own cost and at the Supplier’s expense. In such case, Buyer shall inform Supplier in advance, to the extent reasonable and practicable, of the existence of such defects.
Furthermore, Supplier shall deliver the goods and provide the services ordered free of any third party rights that may interfere with the Buyer’s unrestricted use or enjoyment, unless Supplier has informed Buyer of the existence of such third party rights prior to or at the time of the execution of the Contract.
5. The deadline to file claims for defects, including any related claims for damages, if any, shall be 36 months, unless the applicable legislation establishes longer periods. The statutory provisions applicable to the suspension of the deadline to file compensation claims shall not be affected by any circumstances. In this regard, the notification of the existence of a defect within the above deadline shall suspend such deadline until Supplier and Buyer reach an agreement on the remedy of the defect and the possible consequences. However, the suspension of such deadline shall end upon 6 months having elapsed from Supplier’s final rejection of the notice of defect. In any case, the deadline for filing claims for defects shall expire no less than three months after the end of the aforementioned suspension, but in no case before the expiration of the deadline set forth in the preceding paragraph.
6. Upon the defects having been remedied, any goods redelivered or services rendered again shall be subject to a new 24 month deadline for the filing of claims. However, should the remaining term originally agreed be longer, the aforementioned deadline shall apply.
VI. Quality, Health and Safety Requirements
1. Supplier shall comply with all of its legal and contractual obligations and, in particular, with its obligation to pass on appropriate instructions on the processing and use of the goods delivered or services rendered. Similarly, Supplier shall comply with the warranties granted and commitments undertaken even if they are not separately stated in the Buyer’s written contractual statement. Supplier shall also be responsible for complying with all obligations related to the placement of the goods on the market and the rendering of services.
2. Any references made by the Supplier to generally accepted standards or quality marks, or any other representations made by the Supplier regarding the fact that the goods or services are fit for a specific purpose, shall be considered a quality agreement.
3. Supplier is obliged to deliver the goods of the agreed type and quality. It must also deliver goods that comply in all respects with the provisions applicable to the products, and will have applied the latest technology to their manufacture. In addition, the goods and services must be fit for Buyer’s intended use. In this regard, the purpose of the use stated or intended at the time of entering into the Contract shall be of utmost importance. Should any doubts arise, Supplier shall request information from the Buyer in this regard. If the intended use involves the use of the product abroad, the corresponding applicable local provisions must also be complied with. Any provisions set forth by Spanish, European and/or any other applicable regulations on safety, protection, technical standards, environmental legislation and provisions on safety and accident prevention must be complied with in all cases and to the extent applicable.
4. Supplier shall constantly examine the quality of its goods and services and, if necessary, suggest possible improvements, for which purpose it shall cooperate with the Buyer. Supplier shall at all times keep a Quality Assurance System (QAS) and allow Buyer to inspect its QAS documents. Supplier shall grant Buyer access to its facilities to review the QAS during normal business hours.
5. In the event that Buyer has placed several orders for certain goods or services, Supplier shall inform Buyer in a timely manner of any relevant changes in the quality of both the goods and services prior to acceptance of any subsequent orders, especially regarding the manufacturing process or components, integral parts and raw materials, and even if such changes are included in the stated specification. Any goods that have been altered, as well as any goods deviating from the stated specification, may only be delivered after having obtained the prior written approval of the Buyer and – as far as agreed – upon having identified such alterations.
6. Supplier shall forward to Buyer the latest version of the safety data sheet and technical information relating to the delivered goods that has not been requested and, if necessary, it shall specify which previous version of such documentation is to be replaced.
7. In the event that representatives or agents of the Supplier operate on the Buyer’s premises, they shall be instructed by Supplier to act in accordance with all applicable provisions, in particular those relating to accident prevention and other applicable regulations.
8. Supplier shall ensure that both itself and its subcontractors comply with all applicable legal provisions. In particular, Supplier commits itself to ensure the granting of the necessary permits in accordance with Spanish and/or any other applicable legislation.
9. Supplier shall indemnify and hold the Buyer harmless against any claims from third parties (including Authorities) arising from and/or related to any breach of the above paragraphs. Supplier shall not be liable for non-compliance with such provisions if it has not incurred in any breach of its obligations. Buyer’s other statutory and contractual rights and claims shall remain unaffected.
10. Buyer’s assessment of the Delivery shall be based on quality criteria and compliance with the Delivery deadlines.
VII. Product liability
1. Supplier shall constantly examine the goods with regards to, among other aspects, the safety of the product, and shall prove this at the Buyer’s request. As soon as it becomes aware of it, Supplier shall inform Buyer of the existence of risks relating to the processing or use of the goods.
2. In the event of any damage, Supplier shall assist Buyer in all reasonable ways, in particular, by providing any appropriate information on the goods and services, e.g. regarding the material delivered, its manufacture or its origin.
3. Should a third party file a claim against the Buyer due to the existence of defects or any other defect or damage caused by the goods or the service, arising, according to the third party, from the Supplier’s scope of control and organization, Supplier shall indemnify Buyer and hold it harmless against any liability. Should Buyer have to recall the product due to the presence of a defect or any other defect or non-compliance attributable to Supplier, Supplier shall reimburse Buyer all costs arising from such recall, without exceptions. Buyer shall inform Supplier of the content and scope of the product recall and give Supplier an opportunity to make any comments.
4. In the event that a third party files a claim against the Buyer on the grounds that the Delivery made by the Supplier infringes third party intellectual property rights (e.g. patents, trademarks, copyrights), Supplier shall indemnify and hold Buyer harmless against such claim in full. Supplier shall contribute to the elimination of a possible infringement of intellectual property rights by providing information and, if necessary, by modifying the Product or by obtaining such licenses or permits as may be appropriate. Supplier shall promptly inform Buyer of any claims filed by third parties.
5. Supplier shall take out and keep in force product liability insurance in an amount fully covering the economic value of the Contract and any claims for damages, including personal injury, which may be filed against it. Upon Buyer’s request, Supplier shall provide Buyer with evidence proving the taking out of such insurance.
6. Supplier shall not be liable for non-compliance with the foregoing provisions of this Clause VII in the event that it has not incurred in any breach of its obligations. Buyer’s other statutory and contractual rights and claims shall remain unaffected.
VIII. Confidentiality and data protection
1. Supplier shall keep confidential any business and technical data obtained from the Buyer within the framework of their business relationship, and shall only use such data to the extent necessary for the proper execution of the Contract. The foregoing shall apply, in particular, to any information classified as “confidential” and to any documents, models, samples and similar materials provided by Buyer.
2. The obligation referred to in paragraph (1) of Clause VIII shall not apply to any information that (a) was known to the Supplier at the time of entering into the Contract or subsequently if, in order to have such knowledge, it has not breached any of its confidentiality obligations, (b) was in the public domain at the time of entering into the Contract or entered the public domain at a later time; or (c) Supplier is required to disclose by virtue of an administrative or judicial order, and has so informed Buyer.
3. Supplier is not authorized to use existing legal relationships for advertising purposes, nor for their inclusion in other publications, without Buyer´s prior written consent.
4. All rights to documents, samples, models and similar materials – especially copyrights, patents and/or any other intellectual or industrial property rights – shall remain the property of the Buyer. Any documents submitted by Buyer to Supplier or to its partners, managers, etc., in the form of samples, technical drawings, or otherwise, shall be returned to the Buyer upon the expiration of the Contract or in the event that the Contract is not entered into.
5. For each individual case of negligent breach of the confidentiality obligation under Clause VIII paragraph (1) above, and in the absence of any of the exceptions mentioned in paragraph (2), Supplier shall pay Buyer such damages, without exception, as caused by the breach of its confidentiality obligation.
IX. Unforeseen Events
1. Should the non-performance of the Contract be due to an event of force majeure, in particular, a situation of war, similar warlike conditions, health emergency, Acts of God, accidents, labour disputes, acts subject to the whim of governmental or political authorities, interruption of power supply, or flooding, Supplier shall be obliged to agree with Buyer the appropriate adjustments to the Contract, and both parties hereby undertake to seek mutually agreed solutions.
2. If, as a consequence of the foregoing, it is not eventually possible to comply with the aim of the Contract, either of the parties shall be entitled to terminate it. If the Contract is terminated, both parties shall make commercially reasonable efforts to reactivate it as soon as circumstances so permit and if, despite such efforts, it is not possible, either party shall be entitled to terminate it.
3. In both cases (termination and rescission): (i) the price to be charged by Supplier shall be limited to the services, etc. actually rendered until the termination or rescission of the Contract becomes effective, and neither party shall be liable for the direct or indirect consequences, impact or implications that the aforementioned unforeseen events may have for the other party. Notwithstanding the foregoing, Buyer´s other legal and contractual rights and claims against Supplier that may be applicable shall not be affected by such situations.
X. Granting of guarantee, Revocation/Resolution
Buyer may require Supplier to provide a guarantee for any advance payments to be made if, upon entering into the Contract, Supplier shows a significant deterioration in its financial solvency or credibility, which is likely to jeopardize any Delivery or claim by Buyer. If Supplier fails to provide such guarantee within such reasonable period of time as set forth by Buyer, Buyer shall not be obliged to make any advance payments and may terminate the Contract in whole or in part. Buyer’s other statutory and contractual rights and claims shall remain unaffected due to such termination of the Contract.
XI. Applicable law
1. Supplier shall comply with all applicable national, EU and international regulations on export control, customs duties and foreign trade, if applicable. Supplier shall also notify Buyer in writing not later than 7 calendar days upon placing the order, of any changes, information and data requested by Buyer to comply with applicable foreign trade export, import and re-export regulations.
2. Buyer’s obligation to execute the Contract shall be subject to the condition that such execution is not frustrated by impediments arising from Foreign Trade regulations, seizures or other sanctions.
XII. Final provisions
1. Save as otherwise provided, Spanish law shall apply to the Contract.
2. The lack of enforceability of any individual provisions or clauses herein contained shall not affect the effectiveness and enforceability of the remaining provisions or clauses of the Contract.
3. The Courts and Tribunals of the Buyer’s domicile shall have exclusive jurisdiction over cases concerning any dispute that may arise in connection with the Contract. However, Buyer may also bring legal actions against Supplier before any other competent court or tribunal.
XIII. Personal Data Protection
1. In accordance with data protection regulations, any identification data, ID card number or equivalent document, position and signature of the signatories of the Contract will be processed for the purposes of managing the continuity of the contractual relationship. Therefore, the processing of personal data is authorised under the terms set forth.
2. The Contract entered into by both parties is the legal basis for processing the abovementioned personal data. Therefore, such personal data shall be kept until its extinguishment. The data will be kept duly blocked as long as liabilities may arise from the execution of the Contract, as well as for the fulfilment of other legal obligations.
3. Such data will not be transferred to a third country or international organization and will not be disclosed to third parties, save as so required by a legal obligation or should it be necessary as a result of the execution of the Contract.
4. Likewise, Buyer represents that the processing of personal data, which is the responsibility of the Supplier, to which it has access as a result of the execution of the Contract, shall be carried out under the strictest confidentiality and in full compliance with the obligations and guarantees established by both the GDPR and the Spanish Constitutional Law on Personal Data Protection, and that it will process the personal data disclosed thereto for the purpose of managing the contractual relationship existing between both parties.
5. Buyer shall take any necessary technical and organizational measures to ensure the security of personal data and prevent its alteration, loss, unauthorized processing or access. It also commits itself not to disclose to third parties or entities any personal data relating to data subjects, except for the cases and with the guarantees provided by law.
6. The rights conferred by the applicable regulations on data protection (access, rectification, deletion, limitation, portability, opposition and not to be subject to automated individual decision-making) may be exercised at any time, by providing a photocopy of the ID card or equivalent document, identifying the right requested, and writing to the address of the data controller, stating the reference “Personal Data Protection” in the communication.
7. Buyer reserves the right to retain Supplier’s personal data for advertising, promotional or commercial purposes, unless Supplier expressly states otherwise.