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General conditions of purchase

GENERAL

The present conditions of purchase exclude any other conditions; the Supplier’s general contracting conditions that differ from these shall only be considered accepted when BRALO S.A. has confirmed them in writing. The acceptance of supplies or services from the Supplier and even their payment do not signify any approval of the Supplier’s conditions of sale.

 

2. INTERPRETATION

In these Conditions, the following words shall have the following meanings:

  • “Company”: BRALO S.A., with registered office at c/ Milanos 12, Polígono Industrial La Estación, 28320 Pinto (Madrid), with Tax Identification Number A-781058822, registered in the Mercantile Registry of Madrid in Volume 2290, Folio 170 and Page M-40375.
  • “Goods / Products”: any product, such as – but not limited to – goods, equipment or raw materials (including any part or parts thereof).
  • “Order”: The Company’s written instructions to supply Goods or Services.
  • “Services”: the services (if any) agreed to be purchased by the Company from the Supplier.
  • “Supplier”: the person, firm or company to whom the Order is addressed.

3. CLOSING AND MODIFICATIONS OF THE CONTRACT

1. Orders, contracts and programs, as well as their modifications and extensions, shall be in writing.

2. Verbal agreements of any kind reached after the conclusion of the contract, especially subsequent amendments and supplements to these conditions of purchase, require the written confirmation of the Company in order to become valid. The purchase conditions of an agreement or Order remain in force until the renewal of the same.

3. The requirement of written form shall also be deemed to be fulfilled by telematic or facsimile transmission.

4. Cost estimates are binding and shall not be remunerated unless expressly agreed otherwise.

5. The Company may terminate the Order in the event that the Supplier does not accept the Order within 2 weeks of receipt.

6. Delivery orders placed within the framework of a larger program or Order shall be binding if the Supplier does not challenge them within 5 working days of receipt.

4. SUPPLIER’S COMPLIANCE WITH THESE TERMS AND CONDITIONS

The shipment of materials or the provision of Services by the Supplier after having received the corresponding Order containing these purchasing conditions shall be considered for all purposes as proof of conformity and acceptance of the same.

 

5. SUPPLY

1. Deviations from contracts and Orders issued by BRALO S.A. are only admissible, if the Company has given its prior written authorization.

2. The agreed dates and deadlines shall be binding. The date of receipt of the goods by the Company is the decisive date for compliance with the delivery or delivery period.

If the Supplier has taken over the installation or assembly and unless otherwise agreed, the Supplier shall bear – subject to different regulations – all necessary additional costs such as e.g. travel costs, provision of tools as well as daily allowances.

4. If the agreed dates are not met, the legal regulations will be applied. If the Supplier foresees difficulties in the manufacture or in the prior collection of materials, or if circumstances arise that could make it difficult to deliver on time and with the agreed qualities, the Supplier shall immediately inform the Company.

5. The unreserved acceptance of a supply or Service outside the agreed period shall not imply any kind of waiver of the actions to demand compensation or compensation for damages that may follow from the delay; this rule shall apply until full payment of the remuneration owed by the Company for the supply or service in question.

6. Partial deliveries are not permitted in principle, unless expressly authorized by the Company or are reasonable.

 

6. INSPECTIONS, TESTING AND AUDITING

1. Supplier shall conduct its own pre-delivery inspections and tests of the goods or Products to ensure that all requirements specified in the Order are met. The Company reserves the right to inspect the goods or Products covered by the Order and to require any necessary tests, which shall be at the Supplier’s expense, for which it shall have free access to the Supplier’s facilities. The performance of these inspections and tests shall in no way affect the Supplier’s responsibility for the fulfillment of its obligations in connection with the Order.

2. The Company shall have the right to conduct audits, with internal or external personnel, regarding compliance with the terms of the Order. The Company shall give notice in writing at least 10 calendar days prior to the commencement of the audit work. The Supplier shall provide the audit team access to the Supplier’s facilities and offices and to all documentation related to the Order and any proceedings in connection therewith.

3. For some types of supplies, the applicable purchasing specifications will require a test certificate, normally in accordance with EN 10204 apt. 3.1 in its most current version. This report contains the results of the tests of the characteristics requested by the Company to the Supplier. These certificates are considered an important part of the shipment. For this reason, in case of not accompanying the goods or service, the acceptance of the shipment could be delayed and the material will remain in quarantine until the receipt of these certificates.

7. SUBSTANCES IN PRODUCTS

The Supplier warrants that it complies with the requirements of the EU REACH Regulation on Chemicals (Regulation (EC) No. 1907/2006 of 30/12/2006) – hereinafter referred to as REACH Regulation – as amended from time to time and, in particular, that the substances have been registered. Within the framework of the REACH Regulation, we are not obliged to obtain approval for an object of supply delivered by the Supplier.

Furthermore, the supplier guarantees that he will not supply objects of supply containing substances referred to in:

  • Annexes 1 to 9 of the REACH Regulation as amended from time to time;
  • Council Decision 2006/507/EC (Stockholm Convention on Persistent Organic Pollutants) as amended from time to time;5/9
  • EC Regulation 1005/2009 on substances that deplete the ozone layer, as amended from time to time;
  • the Global Automotive Declarable Substance List (GADSL) in its version in force at any given time (available at www.gadsl.org)
  • Restriction of Hazardous Substances Directive RoHS (2002/95/EC) for products according to their scope of application.
  • The rules of EU Regulation 765/2008/EC must be complied with.

In the event that the objects of supply contain substances included in the so-called “Candidate List of Substances of Very High Concern” (“SVHC List”) according to REACH, the Supplier shall be obliged to notify the Supplier without delay. This shall also apply in the event that substances are included in this list during current deliveries that were not included up to that time. The current list is available at http://echa.europa.eu. In addition, delivery items may not contain asbestos, biocides or radioactive material. If the delivery items contain such substances, we must be notified in writing prior to delivery, stating the substance and the identification number (e.g. CAS) and enclosing a current safety data sheet for the delivery item. The delivery of these items of supply shall require separate approval by the Company. The Supplier shall be obligated to hold us harmless from any liability in connection with the Supplier’s failure to comply with the above regulations, and to indemnify us for any damages we suffer that are caused by or related to the Supplier’s failure to comply with the regulations.

 

8. NOTIFICATION OF SHIPMENT AND INVOICE

The indications made in the Orders and delivery schedules issued by the Company shall be valid. The invoice shall be sent to the address printed in each case, indicating the invoice number and other characteristics; the invoice shall not be enclosed with the shipment. The following must be stated on the invoices: Correct designation of the BRALO S.A. references, of the materials supplied, Delivery Note Number and Date, Company of Destination, Supplier Number, Order Number, Account and Key (data appearing on the BRALO S.A. Orders or Delivery Schedules).

 

9. PRICING. DISCOUNTS. TERMS OF PAYMENT

1. Unless expressly agreed otherwise, the agreed prices are understood to be fixed prices including packaging and shipping. The Supplier is not authorized to unilaterally increase prices, not even in the case of long delivery periods or successive tract relationships. Invoices shall be issued in the currency in which the Company places the Orders.

2. Payments shall be made within 60 days of delivery. If the Company receives the invoice before the supply, payment shall also be made within 60 days of the supply.

3. The Company reserves the right to offset its own debts against the Supplier’s debts at any time.

 

10. QUALITY. WARRANTY

1. The Supplier shall ensure that its supplies and Services comply with legal and contractual requirements, in particular from an environmental and quality perspective, and are free from defects.

2. In the event of defective supplies or Services or any other breach of contract or obligations, the Company shall enjoy the rights provided by law, including the right to be indemnified, including indemnity in lieu of performance, without limitation and without restrictions arising from maximum limits of liability or minimum limits of damages (de minimis clauses, accumulation clauses etc.).

3. The remedy also includes the removal of the defective Goods and the installation of the repaired or new Goods free from defects if the Goods, in accordance with their nature and intended use, were installed, attached or otherwise connected to other goods.

4. The Company reserves the right to claim for defects, even if the defect is unknown to us due to gross negligence. In addition, the Company reserves the right to claims for defects if, in the case of serial deliveries, it has given its approval for serial production on the basis of an initial sampling or sample of the changes.

5. If as a result of successive defective deliveries, in particular within the scope of successive supply contracts, it becomes necessary to carry out a more thorough inspection of the incoming Goods than normal, the Supplier shall, at the Company’s request, inspect the entirety of the outgoing Goods at its own expense, or shall bear the cost of inspecting 100% of the incoming Goods at the Company’s premises. In the event of special circumstances (such as, for example, a particularly high percentage of defects), the Supplier shall, as soon as a defective delivery occurs for the first time, inspect 100% of the outgoing Goods at its own expense, or shall bear the cost of inspecting 100% of the incoming Goods at the Company’s premises, at the Company’s request. In the event of a 100% inspection of the Goods (inspection of incoming or outgoing Goods), the Company and the Supplier shall reach an agreement on the duration of this measure.

6. The complaint of a defect in quality or quantity shall be deemed to have been timely when notice has been given in accordance with the circumstances of an orderly business activity. In any case, the complaint of the defect made within ten working days from the receipt of the Goods or, in case of hidden defect, from its discovery, shall be considered punctual.

7. The Company’s obligation to inspect the Goods is limited to defects which are detected in an external examination, which includes delivery documents (e.g. transport damage, wrong or insufficient delivery), during an incoming Goods inspection or in the case of a quality control inspection.

8. The Company will review the functionality within a short period of time after receiving notification of readiness for operation. In the case of systems and devices with complex programs, we reserve a period of 30 days to check their functionality. If, for technical or organizational reasons, the Company is unable to verify the functionality itself, we reserve all rights in the event that the examination by another company should give rise to objections. Otherwise, the provisions of the law shall apply.

9. If the functionality tests do not show a positive result, the Company shall have the legal rights in accordance with letter d).

10. Irrespective of functionality tests, performance of other checks, approval or clearance of models, samples etc., the Supplier shall remain subject to all contractual obligations without limitation. In particular, the Company does not waive its warranty rights. 11. The limitation period shall be 48 months as from the transfer of risk; in the case of construction and other work services, it shall be 60 months as from the reception of the work. The limitation period shall be interrupted as soon as the Supplier receives a written or faxed report of the defect from the Company.

 

11. DELIVERY POINT

Delivery Point shall mean the place where the Goods are to be delivered or the performance is to be carried out in accordance with the Order.

 

12. TERMINATION AND WITHDRAWAL

In addition to the general causes of termination of contracts for serious breach of the obligations arising from the contract and, where appropriate, for hidden defects or flaws in the object of sale or supply, the Company may withdraw from or terminate the contract with immediate effect if:

 

  • there is or there is a threat of a fundamental deterioration of the Supplier’s financial relations and as a result there is a risk that the Supplier will not meet its supply obligation to the Company;
  • the object of sale or supply is totally or partially lost before delivery, even by unforeseen accident or through no fault of the Supplier, although in case of partial loss, the Company may choose to reclaim the existing part by paying its price in proportion to the total agreed upon.
  • when the Supplier violates essential contractual obligations;
  • when the Supplier’s economic or patrimonial situation deteriorates in such a way as to endanger the Supplier’s ability to comply with its contractual obligations;
  • when enforceable measures are taken on elements of the Supplier’s assets, or when bills of exchange or checks are protested, or in case of similar proceedings; or
  • upon termination of the successive supply contract with our customer for which we purchased the Goods, irrespective of the legal cause;

    • when we are able to purchase equivalent Goods from another company on more favorable terms, and the Supplier fails to make the Goods competitive again within a reasonable period of time; or

    when the Supplier suspends its business activities or such suspension is imminent.

    In the event of termination of the contract (for whatever reason), the Supplier shall return to the Company, at its own expense, all materials provided or delivered to it, provided they are of any value, as well as all objects owned by the Company.

    If the Supplier has committed to the delivery of a certain quantity of Products or to the provision of a certain Service, the Company shall not be obliged to receive a part. If the Company accepts partial delivery, it may terminate the contract for the outstanding part or demand performance of the contract for it.

    If the Supplier fails to deliver the object of purchase or supply or fails to provide the Service within the stipulated term, the Company may request the performance or termination of the contract, with compensation, in either case, for the damages caused by the delay.

 

13. CONFIDENTIALITY

1. The Supplier shall keep secret the conditions of the Order, as well as all data and documents provided to it for this purpose (except those in the public domain), making use of them only for the purpose of executing the Order. In particular, the Supplier shall refrain from using the specifications and technical documents provided by the Company for the manufacture of the object of the supply, for purposes other than those of the respective contract, and shall also refrain from reproducing them or allowing third parties access to them.

2. This obligation shall remain in force until ten years after the termination of the contract.

3. At the Company’s request or after the Order has been executed, the Supplier shall immediately return the documentation provided to it, destroy the copies and irreversibly delete the electronic media, and confirm these circumstances to the Company in writing.

4. The Supplier shall refrain from mentioning the business relationship with the Company in its advertising material, on the Internet, in presentations, etc. unless it has the prior written consent of the Company.

 

14. COMPLIANCE

1. The Supplier undertakes to comply with the legal provisions applicable to dealing with workers, environmental protection and occupational safety, and to take the necessary measures to reduce harmful effects on people and the environment in its activities. To this end, to the best of its ability, the Supplier shall implement and develop a management system in accordance with ISO 14001. The supplier shall also comply with the principles of the United Nations Global Compact Initiative. These principles essentially concern the protection of international human rights, the right to collective bargaining, the elimination of forced labor and child labor, the elimination of discrimination in hiring and employment, environmental responsibility and the avoidance of corruption. More information about the United Nations Global Compact Initiative is available at www.unglobalcompact.org.

2. In the event that the Supplier repeatedly violates the law despite having received appropriate notice, and does not prove to have remedied the violation of the law to the extent possible and to have taken appropriate measures to prevent this in the future, we reserve the right to terminate existing contracts without notice.

 

15. SAFEGUARD CLAUSE. CONTRACTUAL GAPS

1. Should any of these provisions be or become invalid, this shall not affect the validity of the remaining terms and conditions, nor the validity of the contract.

2. If (i) the contract or these general terms and conditions of purchase contain regulatory gaps, or if (ii) if, due to the invalidity of a provision, a regulatory gap arises that cannot be filled by statutory provisions, such gaps shall be filled by considering the legally valid clause that the contractual parties would have agreed upon in accordance with the purpose of the contract and these general conditions of purchase, if they had been aware of the regulatory gap.

 

16. MAJOR FORCE

1. The existence of force majeure, labor disputes, business interruptions in which there is no fault, riots, measures of an administrative nature, epidemic outbreaks, pandemics, epidemics, endemics or any other of a similar nature decreed by the competent authorities, any intervention or act emanating from governments or competent authorities resulting in the restriction of individual rights such as confinements, quarantines, declarations of State of Alarm, Siege or Exception or any other similar or analogous and other unavoidable events, exempt the Company, while such circumstances persist, from the obligation to accept deliveries on the agreed date. Likewise, as long as such circumstances persist and during the two weeks following their termination, the Company shall be entitled to cancel the contract in whole or in part, without prejudice to its other rights, provided that the duration of such circumstances is not irrelevant and its supply needs are significantly reduced due to the procurement through other suppliers made necessary by such circumstances.

2. The provisions of section 15.1. above also apply in the case of labor disputes.

 

17. JURISDICTION; APPLICABLE LAW

Any divergence arising from the interpretation and execution of these Agreements shall be submitted exclusively to the Courts of the city of Madrid. This contract is subject to Spanish law, to the exclusion of collision rules. The application of the Hague Uniform Law on International Sales, the United Nations Uniform Sales Law, as well as other existing sales conventions, is also excluded.