- APPLICATION OF TERMS
These General Conditions of Purchase (G.C.P.) shall apply, unless expressly agreed otherwise, to all purchases made by SISTEMIZA FLUIDS HANDLING S.L., with 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 address at Pol. El Plano, 107, 50430, María de Huerva, Zaragoza (hereinafter, SISTEMIZA).
Unless otherwise agreed in writing –except where they conflict with mandatory and non-derogable provisions of local law– all purchase orders for goods or services and any resulting contractual relationship between the Supplier and SISTEMIZA shall be governed by these G.C.P., to the exclusion of any other terms or conditions. If the Supplier has any objections to any of these G.C.P., it must notify SISTEMIZA in writing, and the purchase will not proceed until an agreement is reached regarding the scope and validity of these G.C.P.
- PURCHASE TERMS
The purchase order will refer to the offer technically validated by SISTEMIZA and will become a binding contract governed by these General Purchase Conditions upon its acceptance, whether by acknowledgment of receipt, delivery of goods, or commencement of activities by SISTEMIZA. Communications should be sent to the procurement manager at the following email address: oleksandra.kravchenko@sistemiza.com, with a copy to the project manager. The supplier shall issue an order confirmation.
- ACCEPTANCE OF GOODS OR SERVICES
The goods or services acquired through an order from SISTEMIZA shall be subject to inspection, verification, and approval by SISTEMIZA at the place and time of delivery. SISTEMIZA reserves the right to reject and refuse acceptance of goods or services that do not comply with the technical conditions established in the order, applicable regulations, or express or implied representations or warranties. The Supplier shall bear the costs of inspecting rejected or returned goods or services. Rejected goods or services may be returned to the Supplier or retained by SISTEMIZA under the Supplier’s responsibility and at its expense. Payment for the products or services specified in an order shall not constitute acceptance thereof.
- DELIVERY
The delivery term is considered an essential element of the order. Therefore, in case of non-compliance with the delivery deadline by the Supplier, SISTEMIZA may, without prejudice to any other actions it may be entitled to terminate the order without any liability by sending a written notification effective upon receipt. This notification will be sent by SISTEMIZA within a maximum of 5 days from the agreed and unmet delivery date. Furthermore, SISTEMIZA may acquire the undelivered goods or unperformed services from any party it deems appropriate at the Supplier’s expense.
- CUSTOMS, TRANSPORTATION, TITLE AND RISK
5.1. Unless otherwise agreed in writing, the following terms shall apply to these Purchase Conditions: (i) For domestic shipments, Spanish common law will apply. (ii) For international shipments, the International Chamber of Commerce’s shipping terms (INCOTERMS 2020) will apply.
5.2. Specific terms will be stated in the order, and the Supplier shall comply with them unless otherwise agreed in writing. In the absence of specific or clear agreement(s), all customs, transportation expenses, and risks shall be borne by the Supplier until the delivery of goods or services at the specified time and place. Unless otherwise agreed, the delivery location shall be the premises at Pol. El Plano, 107, 50430, María de Huerva, Zaragoza.
5.3. SISTEMIZA will assume both ownership and risk of damage or loss of the goods only after their acceptance, without prejudice to its right to reject them later as established in clause 3. The Supplier will be responsible for any damage or loss of goods or services occurring prior to SISTEMIZA’s acceptance. All goods must be adequately packaged for transport, and the Supplier will be responsible for any damage caused by improper packaging.
- WARRANTY
The Supplier expressly guarantees that the goods or services are in good condition, comply with the specifications, design, and description of the order, are fit for purpose, and are free from defects in materials or workmanship. The Supplier guarantees full ownership of the goods or services and ensures that they will be delivered/performed by qualified personnel with the training customary in the industry, acting transparently, with due diligence, and without conflicts of interest. The Supplier guarantees that the goods or services will be free of encumbrances or liens and assures SISTEMIZA their peaceful enjoyment.
All the above-mentioned warranties shall apply not only to SISTEMIZA but also to its customers and end-users of the goods or services or any products incorporating them.
- PRICE AND PAYMENT TERMS
7.1. Unless expressly agreed otherwise in writing and signed by both parties, the purchase agreement is based on the understanding that the price stipulated in the order is fixed and non-negotiable – including all applicable taxes and duties – and is therefore not subject to change for any reason. The Supplier shall issue an invoice for each order. Invoices must be sent to SISTEMIZA within 5 days of receiving the goods or completing the services. Invoices must comply with the legal requirements and include SISTEMIZA’s order number. Delays in receiving the invoice or any required documentation, as well as errors and/or omissions in them, will be sufficient grounds for SISTEMIZA to withhold payment. It will be deemed that the Supplier waives the right to collect invoices not received within six months after the receipt of goods or services. If invoices are submitted after this period, they will be considered time barred.
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, payment shall be made by bank transfer 60 days after the correct receipt of the invoice, along with the goods or services at SISTEMIZA’s facilities, as well as all required documentation and certificates related to the order. Payment by SISTEMIZA shall not prejudice any claim it may have against the Supplier.
- COMPLIANCE WITH APPLICABLE REGULATIONS
8.1. The Supplier shall comply with all legal provisions regarding environmental protection, safety, and occupational risk prevention in the processes of manufacturing, packaging, delivery, shipping, etc., applicable in the country of destination of the goods or services, as well as in any country of transit or origin of the goods.
8.2. The Supplier shall notify SISTEMIZA of any adverse circumstances that may negatively affect compliance with the aforementioned regulations. The Supplier shall promptly take the necessary corrective measures or those requested by SISTEMIZA to comply with SISTEMIZA’s internal policies on environmental protection, safety, and occupational risk prevention.
- LIABILITY AND INDEMNITY
9.1. The Supplier shall defend, hold harmless, and indemnify SISTEMIZA, its partners, directors, subsidiaries, employees, agents, assignees, clients, and recipients of the goods or services from any claims, liabilities, damages, losses, and expenses – including attorney fees and court costs – incurred 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 subject to the order;
• Defects in the services or in the design, manufacture, or materials of the goods;
• Breach of warranty;
• Failure to deliver goods or provide services;
• Non-compliance of goods or services with applicable regulations;
• Any defect, encumbrance, or lien on the goods;
• Any direct, indirect, or consequential damage or loss, including loss of profits and revenue, however caused.
9.2. SISTEMIZA’s total liability, whether contractual or non-contractual, including negligence, shall be limited to the unit price of the corresponding order.
9.3. If the Supplier fails to deliver the products or services within the agreed timeframe, SISTEMIZA reserves the right to impose a penalty of 1% of the order value for each week of delay, reject the receipt of the goods or services, or accept their storage under pre-agreed conditions and charges or, if no agreement exists, at the Supplier’s expense.
- PRODUCT RECALL
In the event of the return of goods or services due to defects, failure to meet specifications, non-compliance with applicable laws, or any other reason attributable to the Supplier, the Supplier shall bear all return-related costs and expenses. These include, but are not limited to, customer notification costs, customer returns, costs of returning the merchandise, loss of profits, and any other expenses arising directly or indirectly from the non-compliance that led to the return.
- CONFIDENTIALITY AND INTELLECTUAL PROPERTY
11.1. The Supplier expressly acknowledges that it may have access to information owned by SISTEMIZA or third parties that may be considered confidential. The Supplier expressly agrees not to use or disclose such information without prior written consent from SISTEMIZA.
11.2. To the extent that the services requested by SISTEMIZA include the creation, development, and/or modification of documents and/or works, including hardware, software, or any other activity related to hardware or software, the Supplier acknowledges that SISTEMIZA owns such documents. Neither the Supplier nor any of its contractors shall have any rights, title, or interest in any of these products or services. The Supplier, along with its employees and subcontractors, assigns to SISTEMIZA all rights related to inventions and creative works performed by the Supplier or a third party. Upon SISTEMIZA’s request, the Supplier and its employees or subcontractors rendering services to SISTEMIZA shall deliver all documentation requested by SISTEMIZA to ensure the transfer of ownership of the rendered services and any associated intellectual or industrial property rights.
- ASSIGMENT/SUBCONTRACTING
The Supplier shall not assign the order to a third party nor subcontract the services, either partially or entirely, without prior written authorization from SISTEMIZA.
- GOVERNING LAW AND DISPUTE RESOLUTION
13.1. These General Conditions of Purchase (GCP) and the Contract shall be governed, in both interpretation and execution, by Spanish law.
13.2. In the event of a dispute arising from the interpretation or execution of these GCP or the Contract, the parties, expressly waiving any other jurisdiction to which they may be entitled, agree to submit the dispute for final resolution to arbitration.
• For international sales, arbitration shall be conducted by the International Court of Arbitration of the International Chamber of Commerce.
• For domestic sales, arbitration shall be conducted by the Spanish Court of Arbitration.
The respective court shall administer the arbitration and appoint an arbitrator in accordance with its procedural rules. Arbitration shall take place in Zaragoza, as applicable, and the arbitration language shall be the one used in negotiations between the parties. The parties expressly agree in advance to abide by the arbitral award issued. Arbitration costs shall be borne by the party whose claims are dismissed.
