PURCHASE CONDITIONS
GENERALITIES
1.1 For each purchase order or order document (hereinafter "purchase order" or "Order") issued by Cables de Comunicaciones Zaragoza, SL (hereinafter "Cablescom") to a natural or legal person undertaking to supply goods or provide a service (hereinafter "Supplier"), these General Purchase Conditions, which are an integral part of the Purchase Order, shall apply;
1.2 In the event that there are specific conditions stated in the Purchase Order that contradict the General Purchase Conditions, the specific conditions shall prevail.
ORDERS
2.1 Cablescom shall send the Purchase Order to the Supplier via email or any other means at its disposal.
2.2 If the Supplier disagrees with the terms of the Purchase Order and/or its General or Specific Conditions, they must notify Cablescom in writing within two working days from its receipt; otherwise, their express and full conformity with them shall be deemed.
2.3 If, after accepting the Purchase Order, any circumstance arises that could affect its proper execution, the Supplier must notify Cablescom of such circumstance in writing, without prejudice to any potential liabilities that may arise for the Supplier as a result of accepting the Purchase Order.
2.4 The internal order number must appear on all delivery notes, invoices, credit notes, and all correspondence related to the order.
QUALITY AND DELIVERY TIMES
3.1 The Supplier undertakes to ensure that the Supplies comply with the quality, cost, and deadlines specified in each Contract or Purchase Order.
3.2 All materials related to the Purchase Order must be delivered at the specified place and date, accompanied by a delivery note containing at least the following information:
- Name, business name, tax identification, and address of the Supplier.
- Internal order number referenced by the material.
- Supplier code and article assigned by Cablescom.
- Quantity, net and gross weight, type of units, and material denomination.
- Date and delivery note number.
3.3 The delivered materials must be properly packaged according to the transport used and the type of product, and must be perfectly identified. Likewise, for goods supplied free to our factory, the Supplier shall be responsible for any damages that may occur during transport.
3.4 Delivery that does not comply with the aforementioned requirements may be rejected.
3.5 The mere delivery of the goods to our premises does not imply acceptance by Cablescom. Our acceptance of your delivery note shall apply only to the receipt of the goods, but not to the price, quantity, and quality, which shall be subject to examination and acceptance by our control services.
3.6 In case of defects in the material delivered, Cablescom may:
- Reject the material for replacement by the Supplier in the same quantity and within a period not exceeding 10 days.
- Reject the material without replacement.
- Partially or totally reject the Purchase Order, and may also claim damages.
3.7 Cablescom reserves the right to conduct audits at the Supplier's facilities to ensure compliance with the established requirements. The audit may include management systems, processes, and/or products.
3.8 No audit or inspection shall release the Supplier from liability for warranty, hidden defects, fault, fraud, or negligence.
3.9 Cablescom conducts periodic evaluations of supplier performance for its key suppliers. Therefore, any supplier is subject to inclusion in such performance evaluation, which will be assessed based on the following criteria:
– Common criteria:
– ISO 14000 (10%): 10 points if possessed, 0 points if not.
– Quality performance (45%):
No rejection up to 5% of rejected orders: 45 points
From 5% to 15% of rejected orders: 30 points
From 15% to 25% of rejected orders: 20 points
More than 25% of rejected orders: 0 points– Cumulative delivery performance (40%):
0 to 2 days delay: 40 points
3 to 15 days delay: 25 points
16 to 30 days delay: 10 points
More than 30 days delay: 0 points– Specific criteria:
–Tooling suppliers: Additional 5 points if ISO9001 certified.
–Raw material suppliers: Additional 5 points if ISO/TS 22163 certified.
–Other suppliers: Evaluated out of 95 points, recalculated to 100 points.
– Suppliers audited during the evaluated year:
–Audit result is B: Performance result reduced by 5%
–Audit result is C: Performance result reduced by 10%The final result for each supplier will be a numerical value according to the provided table:
Result | Grade | Comment |
3 times supplier C | D | Blocked |
≤ 50% | C | Action plan required |
51 – 75% | B | Approved with restrictions |
> 75% | A | Approved |
PRICES
4.1 All prices stated in the Purchase Order are fixed and firm except for those materials for which the parties agree otherwise in advance. In particular, the purchase of metals may undergo an adjustment between the provisional price stated in the Purchase Order and the final price according to the official market quotation for the agreed-upon day between the parties.
4.2 In any case, prices shall include, for indicative purposes only, unless otherwise agreed between the parties:
- In any of the three aforementioned cases, it shall be the Supplier who assumes the carriage of the return and any costs arising from the selection/recovery of material if applicable.
- Taxes, duties, surcharges, fees, levies of any kind and nature with the sole exception of Value Added Tax.
- Packaging, loading, unloading, transport, insurance, delivery charges, and any other expenses of a similar or analogous nature.
INVOICES AND PAYMENT TERMS
5.1 All invoices and credit notes for the Purchase Order must be sent to Cablescom within ten days following their creation; otherwise, their due date will be delayed by thirty days, and they must indicate the following:
- Name, business name, address, and VAT number of the Supplier.
- Internal order number of the Purchase Order.
- Date and delivery note number.
- Quantity, material description, unit price, and total amount.
5.2 Unless otherwise agreed in writing, no invoices will be processed by Cablescom until the Supplier has fulfilled its delivery obligations.
5.3 Unless otherwise agreed in writing, payments shall be made by bank transfer/promissory note upon receipt of the invoice within the agreed and stipulated period in the order, with a due date on the tenth day of each month; the payments scheduled for August to September may be delayed if the activity is interrupted due to summer vacations.
5.4 Cablescom will respect the payment deadlines established by legal provision.
DELAYS
6.1 In the event of a delay in the delivery of products or services not attributable to force majeure, Cablescom may apply to the Supplier the penalties agreed between the parties, and failing that, a penalty of zero point three percent (0.3%) of the total price of the Purchase Order for each full day of delay up to a maximum of ten percent (10%) of said total price. This penalty shall accrue automatically from the first day of delay, and may be applied by Cablescom by deducting it from the amounts payable to the Supplier or by demanding it directly from the Supplier. In both cases, Cablescom shall notify the Supplier of the total amount of the penalty to be applied. All of the above shall be without prejudice to the possibility of termination of the Purchase Order by Cablescom, and regardless of any claims for damages incurred, as provided in section eight on Responsibilities.
6.2 In the event of, or the potential for, a delay or absolute inability to fulfill the object of the Purchase Order due to the occurrence of any force majeure event, the Supplier must notify Cablescom within a maximum period of twenty-four hours from the time that such event has become evident, indicating, in such case, the procedure to be followed by Cablescom for the best possible satisfaction of its interests in relation to the Purchase Order.
WARRANTIES
7.1 The Supplier guarantees to Cablescom that the delivered materials meet all the conditions and specifications stated in the Purchase Order and are free from defects, considering, without being an exhaustive list, their design, safety, characteristics, and the applicable laws and regulations.
7.2 The Supplier shall indemnify Cablescom against any claims of any kind by third parties, including those concerning the industrial and intellectual property of the supplied goods, and undertakes to defend, at its own expense, any detrimental claims, litigation, or disputes arising from this or similar reasons.
7.3 Cablescom may report hidden defects in the merchandise covered by this Purchase Order both upon receipt and at any time thereafter for a period of two years, even if the invoices have been paid.
LIABILITY
8.1 The Supplier shall be liable for all damages and losses, of whatever type, nature, or scope they may be, that may be caused directly or indirectly to any person or thing as a result of the activity carried out based on the Purchase Order, including all damages or losses caused by the products supplied or the services rendered before, during, or after their execution. For this purpose, the Supplier expressly undertakes to have in force the corresponding insurance policies that adequately cover the risks that, according to market circumstances, are susceptible to being insured.
8.2 Failure to comply with any of the obligations assumed by the Supplier shall empower Cablescom to demand compliance or to request the termination of the Purchase Order, without prejudice to the possible application of agreed penalties and the compensation for damages and losses caused.
8.3 In the event that the supply or provision of the service requires access by the Supplier's personnel to Cablescom's facilities, before commencing the work and each time there is a modification, the Supplier shall contact the purchasing department and proceed to send the documentation required, in accordance with current legislation.
TERMINATION
9.1 Either party may terminate the Purchase Order in the event of a material breach by the other party of its obligations, without prejudice to the application of the established penalties and the indemnification for damages and losses caused.
9.2 Cablescom may fully or partially terminate the Purchase Order at any time without any penalty, provided it notifies the Supplier of this circumstance in writing, with a minimum advance notice of five business days. Upon receipt of this notification, the Supplier shall either complete any ongoing work until the date of termination or immediately cease the work, according to Cablescom's instructions, and deliver any work performed to Cablescom. Cablescom, in turn, shall pay the amounts due up to the date of work interruption, as well as for any materials procured with the costs covered by the Supplier.
REGULATIONS AND COMPLIANCE
10.1 The Supplier undertakes to comply with and enforce all regulations that are mandatory concerning quality, environment, safety and health, and/or data protection, and shall be liable for damages caused by it or its employees due to non-compliance with the applicable legislation in the context of the supply or service provision, as well as for damages caused by the supplied items during the warranty period and thereafter.
10.2 The Supplier undertakes to comply with Cablescom's External Code of Conduct as well as its Sustainable Procurement Policy.
SOCIAL CLAUSES
11.1 The Supplier shall respect internationally recognized human rights, which include, at a minimum, the rights set forth in the International Bill of Human Rights and the principles relating to fundamental rights established in the International Labour Organization Declaration on Fundamental Principles and Rights at Work.
11.2 Likewise, the Supplier must comply with any provisions regarding ethical behavior and respect for human rights that are in force in Cablescom's internal regulations and practices; specifically, it must accept and comply with the operating guidelines that Cablescom expects from its Suppliers, as set out in the "External and Internal Code of Conduct," as well as its successive updates, accessible through Cablescom's website and in Cablescom's Code of Ethics, also accessible through the company's website. (https://www.cablescom.com/internal-information-system/)
ENVIRONMENTAL PROTECTION
12.1 The Supplier undertakes to comply with environmental protection regulations and to implement the necessary actions to reduce its impact on the environment, especially through the reduction of its energy and primary resource consumption; the reduction of discharges into water, air, and soil; the elimination of accidental contaminations; the reduction of waste generated by its activity and the traceability of its disposal; and the control of impacts and discharges of hazardous substances to the environment and health.
The Supplier also undertakes not to contract subcontractors who do not comply with these obligations.
12.2 In addition, it must comply with the provisions regarding environmental protection in force in Cablescom's internal regulations and practices. Specifically, those set forth in the "Integrated Quality and Environment Management Policy" and its successive updates, accessible through Cablescom's website: (https://cablescom.com/sites/default/files/2024-03/Integrated-Management-Policy_Nov2022-EN.pdf)
JURISDICTION
13.1 The parties expressly submit to Spanish law and the jurisdiction of the courts and tribunals of the capital of Zaragoza.
OTHERS
14.1 Under no circumstances shall Cablescom be liable for damages and losses that may arise from the Supplier's performance of this Purchase Order.