1. APPLICATION OF THE TERMS
These General Terms and Conditions of Purchase (GCC) shall apply, unless other specific conditions are expressly agreed, to purchases made by SISTEMIZA FLUIDS HANDLING S.L. with intra-community VAT number ES-B42820191 and registered office at Avenida de la Ciudad de Soria, 8, La Terminal, Of. B12-13, 50003, Zaragoza, Spain, and production and warehouse management in Pol. El Plano, 107, 50430, María de Huerva, Zaragoza (hereinafter, SISTEMIZA).
Unless otherwise agreed in writing, -except where they do not apply because they are in contradiction with mandatory and unavailable rules of local law- all orders for goods or services and the entire contractual relationship resulting therefrom between the Supplier and SISTEMIZA shall be governed by these GTC to the total exclusion of any other term or condition. If the Supplier has any objection to any of these GTC, it shall notify SISTEMIZA in writing and the purchase will not be made until an agreement is reached on the scope and validity of the aforementioned GTC.
2. TERMS AND CONDITIONS OF PURCHASE
The order will refer to the offer technically validated by SISTEMIZA and becomes a binding contract regulated by these General Terms and Conditions of Purchase, from its acceptance, either by acknowledgment of receipt, delivery of the goods or commencement of activity by SISTEMIZA. Communications must be sent to the procurement manager at the following email address: oleksandra.kravchenko@sistemiza.com with a copy to the project manager. The supplier will issue an order confirmation.
3. ACCEPTANCE OF GOODS OR SERVICES
Goods or services purchased through a SISTEMIZA order will be subject to inspection, verification and approval by SISTEMIZA at the place and time of delivery. SISTEMIZA reserves the right to refuse and refuse acceptance of goods or services that do not comply with the technical conditions established in the order, the applicable regulations or the express or implicit declarations or guarantees. The costs of inspection of the goods or services rejected or returned will be borne by the Supplier. Rejected goods or services may be returned to the Supplier or retained by SISTEMIZA under the responsibility of the Supplier and at its expense. Payment for the products or services specified in an order will not constitute acceptance of the same.
4. DELIVERY
The delivery time is considered an essential element of the order, so that, in the event of non-compliance with the delivery deadline by the Supplier, SISTEMIZA may, without prejudice to the exercise of any other actions that may assist it, resolve the order without any liability by means of a written notification, effective from its receipt, which will be sent by SISTEMIZA within a period of no more than 5 days from the agreed and unfulfilled delivery date. Likewise, SISTEMIZA may acquire on behalf of the Supplier the goods or services not yet delivered or not executed from whomever it deems appropriate.
In the event of cancellation of the order to the Supplier for the reasons indicated in the previous paragraph by SISTEMIZA, no compensation will be due to the Supplier.
5. CUSTOMS, TRANSPORT, OWNERSHIP AND RISK
5.1. Unless otherwise agreed in writing, the following terms shall apply to these Terms of Purchase: (i) For domestic shipments, Spanish common law shall apply. (ii) For international shipments, the International Chamber of Commerce Shipping Conditions (INCOTERMS 2020) will apply.
5.2. The particular conditions will be stated in the order and the Supplier will comply with the terms of the order, unless otherwise agreed in writing. In the event of a lack of a specific agreement or unclear agreement(s), all customs, transport and risk costs shall be borne by the Supplier until the delivery of the goods or services, within the time and place indicated; unless otherwise agreed, the place of delivery shall be the domicile or facilities located in Pol. El Plano, 107, 50430, María de Huerva, Zaragoza.
5.3. SISTEMIZA will assume both the ownership of the goods and the risk of damage or loss thereof, only after acceptance by you of the goods or services, without prejudice to your right to reject said goods subsequently as established in the condition. The Supplier will assume responsibility for any damage or loss of the goods or services that occurs prior to their acceptance by SISTEMIZA. All goods must be packed in a manner suitable for transport. The Provider will be liable for damages caused by inadequate protections.
6. WARRANTY
The Supplier expressly warrants that the goods or services are in good condition, that they comply with the specifications, design and description of the order, that they will serve their purpose and will be free of defects, both in their materials and in their workmanship. The Supplier guarantees that it is the owner of full ownership of the goods or services and that these will be delivered/executed by qualified personnel, and with the training required by the usual practice in the sector and that it will act with transparency, due diligence and without conflict of interest. these will be provided free of charges and encumbrances, guaranteeing the Supplier to SISTEMIZA their peaceful enjoyment. All the guarantees mentioned above will be applicable not only to SISTEMIZA, but also to its customers and to the users of the goods or services or products in which the products may be incorporated.
7. PRICE AND PAYMENT METHOD
7.1. Unless expressly agreed otherwise in writing, signed by both parties, the purchase contract is entered into on the basis that the price stipulated in the order is fixed and immovable, including all applicable taxes and levies, and is therefore not subject to change for any reason. The Supplier will issue an invoice for each of the orders. Invoices will be sent to SISTEMIZA within 5 days after receipt of goods or completion of services. The invoices must comply with the legally established requirements and indicate the SISTEMIZA order number. Delay in receiving the invoice or any required documentation, as well as errors and/or omissions therein, will be sufficient cause for SISTEMIZA to withhold payment of the invoices. The Supplier shall be deemed to waive the collection of invoices not received within six months of receipt of the goods or services.
7.2. SISTEMIZA reserves the right to withhold sufficient amounts to cover claims for damages that may be brought against SISTEMIZA arising from this or any other contract signed with the Supplier. Unless otherwise agreed in writing, the form of payment is established as a bank transfer within 60 days of the correct receipt of the invoice, in addition to that of the goods or services at SISTEMIZA’s facilities, as well as all the documentation and certificates required related to the order. Payment by SISTEMIZA will be made without prejudice to any claim that may be made against the Supplier.
8. COMPLIANCE WITH CURRENT REGULATIONS
8.1. The Supplier will comply with all legal provisions relating to the Environment and safety, prevention of occupational risks, the fight against corruption and human rights in the processes of preparation, packaging, delivery, shipping, etc., which are applicable both in the country of destination of the goods or services and in any other country of transit and origin of the goods.
8.2. The Supplier shall notify SISTEMIZA of any adverse circumstances that may adversely affect compliance with the aforementioned regulation. The Supplier shall adopt as urgently as possible the corrective measures necessary or requested by SISTEMIZA for compliance with SISTEMIZA’s internal regulations relating to the environment, safety, occupational risk prevention, the fight against corruption and human rights.
9. LIABILITY AND INDEMNIFICATION
9.1. The Supplier shall defend, hold harmless and indemnify SISTEMIZA, its partners, directors, subsidiaries, employees, agents, assigns, customers and the recipients of the goods or services against any claims, liabilities, damages, losses and expenses – including attorney’s fees and attorney’s fees – that they may incur as a result of:
• Violation of any intellectual property rights, such as patents, trademarks, copyrights, etc., arising from the sale or use of the goods or services that are the subject of the order;
• Defects in services or in the design, manufacture or materials of goods;
• Breach of warranty;
• Failure to deliver goods or services;
• The failure of the goods or services to comply with the applicable regulations;
• Any vice, charge or encumbrance on the property;
• Any direct, indirect or consequential damage or loss, however anyhow, including loss of profits and loss of profits.
9.2. SISTEMIZA’s total liability, both contractual and non-contractual, including negligence, whatever its origin, will be limited to the unit price of the corresponding order.
9.3. If the supplier does not deliver the products or services within the agreed period, SISTEMIZA reserves the right to penalise the value of 1% for each week of delay, or to refuse to receive them or to accept their storage under the previously agreed conditions and charges, or, if there is no agreement, at the expense of the supplier.
10. PRODUCT RECALL
In the event of the return of goods or services due to default, failure to comply with specifications, applicable laws or any other reason under the responsibility of the Supplier, the Supplier shall be responsible for all costs and expenses of return, including without limitation, the costs of notifying customers, returning customers, costs of returning the goods, loss of profits and any other expenses derived directly or indirectly from the breach that motivated the refund.
11. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
11.1. The Provider expressly declares that it may have access to information that is the property of SISTEMIZA or third parties that may be considered confidential and expressly undertakes not to use or disclose such information without the prior written consent of SISTEMIZA.
11.2. To the extent that the services requested by SISTEMIZA include creation, development and/or modification of documents and/or works, including hardware, software or any other activity related to hardware or software, the Provider acknowledges that SISTEMIZA is the owner of such documents. Neither Supplier nor any of its contractors shall have any right, title or interest in any of its products or services. The Supplier and its employees and subcontractors assign to SISTEMIZA all rights relating to the inventions and creative works made by the Supplier or a third party. At the request of SISTEMIZA, the Supplier and its employees and subcontractors who are providing services for SISTEMIZA will deliver all the documentation requested by SISTEMIZA in order to ensure the transfer of ownership of the services provided, any intellectual and industrial property rights.
12. ASSIGNMENT/SUBCONTRACTING
The Supplier will not assign the order to a third party or subcontract, either totally or partially, the services without prior written authorization from SISTEMIZA.
13. APPLICABLE LAW AND DISPUTE RESOLUTION.
13.1. These GTC and the Agreement shall be governed, both in their interpretation and in their execution, by Spanish law.
13.2. In the event of a dispute resulting from the interpretation or execution of these GTC or the Contract, the parties, expressly waiving any other jurisdiction that may correspond to them, agree to submit it for final resolution to the Arbitration of the International Court of Arbitration of the International Chamber of Commerce in the case of international sales, or of the Spanish Court of Arbitration in the case of national sales, which, as appropriate, shall be responsible for the administration of the same and for appointing an arbitrator in accordance with their rules of procedure. The arbitration will be held in Zaragoza, as the case may be, and the language of the arbitration will be the one in which the negotiation between the parties has taken place, who expressly accept in advance the compliance with the arbitration award that is issued. The costs of arbitration shall be borne by the Party whose claims are unsuccessful.
