GENERAL TERMS AND CONDITIONS OF PURCHASE CABLES DE COMUNICACIONES ZARAGOZA
1. GENERAL PROVISIONS
1.1 The following General Terms and Conditions of Purchase shall be applicable to each purchase order or order document (“Purchase Order” or “Order”) issued by Cables de Comunicaciones Zaragoza, SL (“CdC”) to a natural or legal person that undertakes to provide goods or services (“Vendor”). The following Terms and Conditions are an integral part of the Order.
1.2 In the event of any discrepancy or ambiguity between terms mentioned in the Order and those in General Terms and Conditions of Purchase, the terms in the former (Order) shall prevail.
2.1 CdC shall submit the Order to Vendor via email or any other means at their disposal.
2.2 In the event that Vendor does not agree with the conditions of the Order and/or General and Particular conditions, they must officially inform CdC about it within five business days upon their receipt; otherwise, it shall be understood they expressly and fully agree with them.
2.3 Once the Order has been accepted by Vendor, in the event that there is any circumstance that might affect its proper processing Vendor must inform CdC about the above-mentioned circumstance in writing without prejudice to subsequent liabilities that may arise as a consequence of Vendor’s acceptance of the Order.
2.4 Internal number of Purchase Order must be included on every packing sheet, invoice, credit memo and every other communication related to this Order.
3. DELIVERIES AND DELIVERY PERIODS
3.1 All goods related to the Order must be delivered at indicated time and delivery location accompanied by the delivery note that must specify at least:
- Name, business name, tax identification number and address of the Vendor.
- Internal number of Purchase Order to which the goods refer.
- Quantity, net and gross weight, type of units and description of the product.
- Delivery note number and date.
Delivered goods must be properly packed taking into consideration the type of products as well as the way in which they will be transported. They must also be perfectly identified. In addition, as far as Ex-works (EXW) delivered goods are concerned, Vendor shall be liable for any damage the goods might sustain during their transport.
3.2 Delivery that does not meet the above-mentioned requirements can be rejected.
3.3 A mere delivery of goods to our premises does not imply the acceptance of such by CdC. Our acceptance of delivery note shall only imply the receipt of goods. Their price, quantity and quality shall be subsequently tested and accepted by our control services.
3.4 In the event that defects are found in delivered goods, CdC could:
- Reject the goods and demand their replacement by Vendor in the same quantity and within a period not exceeding 10 days.
- Reject the goods with no further replacement.
- Partially or wholly reject the Order and subsequently claim damages.
In any of the above-mentioned cases, it shall be the Vendor who will pay the return expenses and any additional costs resulting from selection/retrieval of goods if applicable.
4.1 All prices mentioned in the Order are fixed and not subject to revision except for the goods that, by their nature, were previously agreed upon by the parties. In particular, metal purchasing may undergo some adjustments to the provisional price stated in the Order and final price in accordance with the official market price on the day agreed upon by the parties.
4.2 In any event, except for the cases previously agreed upon by the parties, the prices shall be inclusive of the following payments:
– All taxes, duties, surcharges, fees and levies except for Value Added Tax (VAT).
– Packing, loading, unloading, transport, insurance costs, delivery charges and any identical or similar additional costs.
5. INVOICING AND PAYMENT CONDITIONS
All invoices and credit memos of the Order must be forwarded to CdC within ten days of their creation. Otherwise, their expiration shall be delayed for 30 days.
They must include the following information:
- Name, business name, address and Vendor’s tax identification number.
- Internal number of Purchase Order.
- Delivery note number and date.
- Quantity, description of the product, price per unit and the total amount.
5.1 Unless there is a written agreement that indicates otherwise, no invoices shall be managed by CdC until Vendor has fulfilled its delivery commitments.
5.2 Unless there is a written agreement that indicates otherwise, payments shall be made by bank transfer/promissory note with the date of receipt of invoice within the period agreed upon and stated in the Order, with a due date being the tenth day of each month. The payments scheduled for August can be delayed until September in the event that the activity ceases for summer holidays.
5.3 CdC shall strictly observe the payment deadlines established by law.
6.1 In the event of delays in the delivery of goods or services that is not attributable to force majeure CdC shall apply to the Vendor penalties agreed upon by the parties, and in the absence of these, a penalty of zero point three per cent (0.3%) of the total price of the Order for each full day of delay up to a maximum of ten per cent (10%) of the above-mentioned total price. This penalty shall become due automatically as of the first day of delay and shall be applied by CdC deducting the amounts to be paid to the Vendor or directly demanding the sum from the Vendor. In both cases, CdC shall inform the Vendor about the total amount of applicable penalty. The above-mentioned cases do not imply prejudice to the possibility of the Order resolution on the part of CdC and regardless of possible claims for damages as established in Article eight about Liabilities.
6.2 If the event it occurs or can be reasonably foreseen, a delay or impossibility to deliver the Order due to force majeure must be communicated to CdC by the Vendor within a maximum period of twenty-four hours from the moment the cause has become evident. In this situation, CdC must be informed about the way to proceed in order to provide the best possible satisfaction of their needs concerning the Order.
7.1 Vendor warrants to CdC that delivered goods meet all conditions and specifications indicated in the Order and are free from defects as far as, including without limitation, their design, safety, features and applicable laws and regulations are concerned.
7.2 Vendor shall release CdC from any third party claims, including those of industrial and intellectual property for delivered goods; as well as undertake to defend any claim, dispute or controversy that might arise for this or similar reason at its cost and expense.
7.3 CdC can report latent defects found in the goods in this Order either upon its delivery or at any moment thereafter, up to a two year period, even if the invoices have already been paid and settled.
8.1 Vendor shall be liable for any damages or bodily injuries whatsoever that could be caused directly or indirectly to any object or person as a consequence of any carried out activity regarding the Order; including the damages caused by delivered goods or services provided before, during or after their delivery. To this end, Vendor expressly agrees to have in place insurance policies that would provide protection against all risks that in accordance with market circumstances might be considered susceptible.
8.2 Any failure to perform the obligations the Vendor has undertaken shall entitle CdC to demand their performance or request termination of the Order without prejudice to the possible application of penalties agreed upon and damages caused.
8.3 In the event that product and service delivery shall require the access of Vendor’s personnel to the CdC premises, prior to the beginning of the work and every time there are modifications, Vendor must contact the purchasing department and send all documents required by current legislation.
9.1 Either party can terminate the Order in the event of a serious breach of their obligations by the other party, without prejudice to the possible application of penalties agreed upon and damages caused.
9.2 CdC shall be able to wholly or partially terminate the Order at any time, no penalty applied, as long as it informs the Vendor accordingly by sending a written notice at least five business days in advance. Once this notice has been received, Vendor shall finish all works that have been carried out until the day the termination becomes effective or shall immediately cease works following the instructions given by CdC and subsequently deliver completed works. For their part, CdC shall pay the amounts that correspond to the moment the works have been interrupted, as well as for the stockpiled goods whose costs were previously paid for by Vendor.
10. ENVIRONMENT AND DATA PROTECTION
10.1 Vendor undertakes to fulfil and enforce all mandatory environmental and/or data protection standards and shall be liable for damages caused by itself or its personnel in breach of environmental and / or data protection legislation as far as goods or service delivery are concerned, as well as any damages caused by delivered goods during and after the warranty period.
11. APPLICABLE LAW
11.1 The parties expressly submit to Spanish law and the jurisdiction and authority of the Courts of the city of Zaragoza.
12.1 At no time shall CdC be liable for damages that can derive from fulfilling this Order by the Vendor.