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TELTRONIC S.A.U. GENERAL PROCUREMENT CONDITIONS 11.09.00/4 Ed. 2_ENG
1. TERMINOLOGY
  • 1.1. ORDER: Formal document submitted to the supplier whereby prices, terms and conditions are established for the provisioning of goods or delivery of a service for which the procurement or contract has been previously awarded.
  • 1.2. SUPPLIER: Entity that has been awarded an Order.
  • 1.3. SPECIAL CONDITIONS: Any document including all the requirements, of any kind, necessary for the Supplier to deliver the goods or execute the works and services in the form and quality required.
2. VALIDITY OF THE CONTRACTUAL DOCUMENTATION
  • 2.1. The General Conditions establish the base for the Procurement of goods and/or contract of works and/or services which shall be later disclosed to the Suppliers during the process of Procurements and shall become part of the contractual documentation stated in the Order.
  • 2.2. These General Conditions may be supplemented with Special Conditions which, in case of contradiction, shall prevail over the former.
  • 2.3. No General Sales Conditions by the Supplier other than those established herein shall be accepted, except if expressly agreed upon, in whole or in part, by TELTRONIC S.A.U.
  • 2.4. Conditions and specifications included by the Supplier in its receipts, invoices or other documents exchanged by the parties, which conflict with the express conditions set forth in the Order, shall be deemed null and void.
3. SUPPLIER OBLIGATIONS AND RESPONSIBILITIES
  • 3.1. The Supplier is bound to execute the delivery of goods in the term specified in the Order and/or annexes thereto and to comply with the technical, administrative, tax, labour, legal and other obligations related to the contractual relationship.
  • 3.2. The Supplier shall furnish all the documentation required by TELTRONIC S.A.U. in the Order, in term and in full, as well as any other information or document of any kind that may require the rules or regulations applicable to such provision and/or service.
  • 3.3. The Supplier shall abide by the current applicable rules and others such as those Fundamental Conventions of the World Labour Organisation relative to labour and social security rights, and the principles of the Global Agreement of United Nations.
4. ECONOMIC CONDITIONS AND TAXES
  • 4.1. Prices established in the Order and/or annexes thereto shall be deemed fixes and not subject to revision up to full and due compliance with the Order, unless otherwise notified, and include all type of current or future taxes, charges, encumbrances, fees and duties, except the Value Added Tax or similar tax, which shall appear as a separate item.
  • 4.2. No goods, works and/or services not included in the Order shall be paid if no bid has been submitted by the Supplier in writing, and accepted, in writing, by TELTRONIC S.A.U., and the relevant Order revision has been issued.
  • 4.3. The Supplier shall be responsible for any difference of freight, consignment or any other expenses arising from the breach of the instructions of delivery or other, or any other difference as to the conditions set out in or applicable to the Order.
5. METHOD OF PAYMENT
  • 5.1. All payments shall be made within 90 calendar days as of invoice date, on the payment dates set out by TELTRONIC S.A.U. (15th and 30th each month). Invoices shall be paid only if TELTRONIC S.A.U. holds documents supporting the due receipt of the services rendered as provided forth in the Order. The delivery of goods shall be made according to the Incoterms and/or delivery conditions established in the Order. We establish as method of payment Confirming or bank draft.
  • 5.2. The remaining payment conditions shall be fully defined in the Bidding Form of Special Conditions, as well as in the Order.
6. ORDER ACCEPTANCE
  • 6.1. Order acceptance/confirmation: The order acceptance/confirmation, duly signed, shall be sent to the Purchasing Party within seven calendar days maximum as of receipt date thereof.
7. DELIVERY TERMS
  • 7.1. The delivery term established in the Order shall be definite. Such delivery shall be made as per the amounts, dates and places set out in the schedules defined and furnished by TELTRONIC S.A.U.
  • 7.2. In case of delay in the fixed delivery term, TELTRONIC S.A.U. may apply the penalties set forth for such purpose and/or terminate the Order. We detail the penalties in a general view as follows, apart from the particular penalties shall be imposed in each case:

    WEEKS OF DELAY PENALTY (%)
    1 0
    2 1
    3 1,5
    4 or more 2

    The heavy non-compliance in the fixed delivery term could cancel the order, and depends of the case, the non – validate as supplier.
  • 7.3. TELTRONIC S.A.U. may change the delivery/execution schedules or order the temporary suspension of deliveries scheduled. For such purpose, the former shall sign the relevant agreement and request the necessary adjustment of Order.
  • 7.4. Independently of we indicate in the paragraphs before, the Supplier will notify as soon as possible any delay predicted with reference to the delivery term.
8. GUARANTEES
  • 8.1. The Supplier guarantees that it is the sole owner of goods delivered, which comply with the characteristics for which they are intended. They are brand new top quality products that observe the safety and quality standards specified in the Order and the observance of the relevant laws, in accordance with the type of goods and/or services.
  • 8.2. The Guarantee Period of goods, works and/or services delivered/executed by the Supplier shall be established in the Order. Otherwise, it shall be as follows: For goods 24 months as from the date of receipt at destination or availability. Other terms may be applied when so established by the current laws and/or specific nature of the relevant delivery, work and/or service.
  • 8.3. During the Guarantee Period all the quality defects of the materials used failure by the Supplier. The guarantee term shall be interrupted by the time employed by the respective repairs or replacements, which in turn shall be guaranteed as from its completion for the same time as the initial guarantee.
  • 8.4. When the Supplier have carried out no corrective measures or when no due procedure have been applied in the resolution of problems, such relevant quality defect may cause: The withholding by TELTRONIC S.A.U. of outstanding payments and even the total or partial denial of delivery, work or service executed, requiring in this case the return of amounts paid, which shall not entitled the Supplier to file any claims.
  • 8.5. TELTRONIC S.A.U. shall deduct, if applicable, the applicable penalties to the Supplier/Contractor from outstanding invoices.
  • 8.6. The Supplier can’t change the technical conditions of supply (hardware, software, etc.) without a previous acceptance of the Buyer.
9. INSPECTIONS
  • 9.1. The Supplier shall carry out its own inspections prior to the delivery of goods in order to ensure all requirements specified in the Order are met. In order to facilitate proceedings aimed at meeting the time of delivery, the supplier shall count with an internal actuation system for the effective follow up of its suppliers of material, components and services affecting the ordered goods.
  • 9.2. TELTRONIC S.A.U. reserves the right to inspect ordered goods and demand as many trials as necessary, which shall be paid by the Supplier, both in the Supplier facilities and those of its own suppliers, and can go either alone or accompanied by their customers. The Supplier shall notify of this circumstance to its suppliers.
10. ENVIRONMENT
  • 10.1. The Supplier has the responsibility of observe the rules of the industry and the environment legislation of his activities or goods supplied.
  • 10.2. In particular, the Supplier has the responsibility of the performance of 2002/95/CE (RoHS) and 2002/96/CE (WEEE) directives, condirer the goods supplied are in keeping with this legislation.
  • 10.3. At the same time, the Suppier ensures the performance of (EC) n. 1907/2006 (REACH) regulation, if this is demanded.
11. DELIVERY AND SHIPMENT OF PRODUCTS
  • 11.1. All goods supplied shall be appropriately packaged to prevent any damage. TELTRONIC S.A.U. shall admit no charge for packaging if not previously agreed.
  • 11.2. All shipments shall be accompanied by a delivery note or document justifying the delivery indicating the amount, name of the product, Order number, Supplier reference and packages breakdown.
12. ORDER RESOLUTION
  • 12.1. By mutual agreement between the parties.
  • 12.2. Supplier’s non-compliance with any of the Order sections.
  • 12.3. The Provider bankrupt, pending the acceptance of the application for insolvency, appointment of liquidators or auditors and any other situation that would question the soundness of Provider.
    In case of the Supplier’s non-fulfilment of any contract obligations, TELTRONIC S.A.U. may terminate the contractual relationship, so long that it notifies in writing to the Suplier and doing the payments of the shipments until that date, with the deduction belong in any case. The Supplier is not entitled to payment of any other sum in compensation.
13. INFORMATION AND DOCUMENTS CONFIDENCIALITY
  • 13.1. When TELTRONIC S.A.U. provides the Supplier with information of any kind for promoting bid submission, goods delivery or work/service execution subject matter of this Order, said information shall be used for that specific purpose. Any disclosure or reproduction hereof is prohibited. Once realised the bid, or at TELTRONIC S.A.U’s request, the Supplier undertakes to return so to TELTRONIC S.A.U.
  • 13.2. Any information, both written and oral, that one Party (Disclosing Party) may disclose to the other (Receiving Party) shall be construed as Disclosing Party's property. Therefore, none of the abovementioned information may be disclosed to third parties nor it may be used with a purpose other than that of the Order without Disclosing Party’s prior written consent.
14. INDUSTRIAL AND INTELLECTUAL PROPERTY
  • 14.1. The supplier shall indemnify and free from any responsibility to TELTRONIC SAU for claims arising for infringement of patents and trademarks or any other form of intellectual or industrial property, and will defend at its expense any disputes on this basis.
15. EXPORT CONTROL
  • 15.1. In the event that the purchase order require products to be exported by buyer to a foreign country, the Supplier shall give written notice to the buyer if any products supplied are subject to any rules and / or applicable law of any country or export control agency. Thus, the Supplier will provide to the buyer the required documentation for the re-export.
16. FORCE MAJEURE
  • 16.1. None of the parties shall be held liable for delay or non-fulfilment of their duties under the Order where caused by a Force Majeure event, for example, war, military operations, disturb, acts of terrorism, fire, any act inevitable independent from the parties’ control.
17. APPLICABLE LAWS AND JURISDICTION
  • 17.1. This General Procurement Conditions are governed by the laws of the Kingdom of Spain.
  • 17.2. Should any conflict arise regarding the General Procurement Conditions’ construction and execution, the parties shall resort to the Courts of Zaragoza, Kingdom of Spain.
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