Purchase General Terms

1.-Scope of application

The acceptance of the order of the Purchaser, the beginning of any work or the execution of any act on the part of the Seller which involves compliance with the Purchase Order will be considered as approval of the terms and conditions stated in this document on the part of the Seller, and any conditions of the Seller, and any conditions of the Seller will become null and void.

The modifications of the terms and conditions stated in the Purchase Order and in these general conditions will be of no effect unless the parties formalize said modification in writing.

All future purchases of goods from the Seller, in the absence of an express agreement to the contrary, will be subject to these general terms and conditions.

2.- Place

Except in the case of a pact to the contrary, the delivery of the goods will be made to the address indicated on the Purchase Order.

3.- Delivery period

The goods will be delivered or will be sent within the period stipulated in the Purchase Order.

In case of inobservance of the delivery dates accepted by the Seller, the Purchaser may opt to simply annul the Purchase Order or reject the materials delivered outside the period with total or partial rescission of the Purchase Order, or apply a sanction equivalent to 5% of the amount of the Purchase Order, for each week of delay, with a limit of 15%. Said amounts can be discounted from the price or amounts owed by the Buyer to the Seller. In any case, the Buyer reserves the right to demand compensation for damages caused, beyond the amount of the sanction, including expenses for communication, procedures, and travel as a result of claims made on said Purchase Orders.

In case of issuing of Bills of Lading or similar documents, the Seller will make sure that the Purchaser receives said documentation sufficiently in advance to allow him to assume, without delay, the delivery of the goods at the destination.

4.- Price and Delivery Conditions

The Price and Delivery Conditions stated in the Purchase Order will have the meaning defined in the Incoterms 2000, and their corresponding modifications or substitutions until the date of this document, unless provision is made in it to a different effect.

The goods will be duly packed and secured so as to allow them to reach their destination in perfect state, and in normal transport condition.

5.- Form of payment

The form of payment will be the one specified in the Purchase Order. In case a guarantee endorsement is required on said form of payment, the text of the same must accompany the model which will accompany these general purchase conditions as an annex.

6.- Acceptance of goods

Once the goods have arrived at the place agreed upon with the Purchaser, it will be unloaded at the place indicated for this purpose, at which time they will be considered to be delivered, as long as they apparently meet the conditions and characteristics agreed upon, reserving the right to make complaints or to return them , cash on delivery, if after having made the pertinent quality contracts it is shown that they do not fit that which has been agreed upon.
The Seller guarantees that the goods are in good condition, free of any defect, in accordance with the agreed technical specifications, as well as their quality, merchantability, adequacy or suitability for the purpose expressly or implicitly known by the seller, and that the goods correspond to their deion or specifications in the Purchase Order.

At the time of the delivery of the goods, the documentation required in the Purchase Order must likewise be presented to accredit and guarantee the characteristics and conditions of the product.

Any element or work for the correct termination of the Purchase Order, including assembly and installation of the goods and/or its starting up, will be considered to be included in the same although not mentioned expressly in this document. Whenever an element or work which is necessary for the correct termination of the Purchase Order is omitted in the specifications or vice versa, the Seller must correct this omission, without the possibility of raising the price agreed upon.

In case the Purchase Order includes assembly and/or starting up, this will be the responsibility of the Seller, observing the periods required on the Purchase Order. In such a case, the correct completion of the assembly and/or starting up will be an indispensable condition for Provisional Reception.

The goods will comply fully with the statutes, laws, regulations and official requirements of Spanish legislation, in force on the signing of these conditions. If said statutes, laws, regulations and official requirements make it necessary to modify the characteristics of the Supply which is the object of this Purchase Order, the Seller will make the appropriate modification at its own exclusive expense and responsibility.

To obtain official approval from the Spanish authorities, the Seller will provide the necessary documents, certificates of material, tests, test reports, legalization in the country of origin and necessary assistance, at no additional cost to the Purchaser.

7.- Definitive reception

Definitive Reception, as long as the Seller has met its contractual obligations, will be carried out, once the guarantee period has finished. In order for this to occur, all claims regarding matters which are object of the guarantee, must have been satisfactorily resolved by the Seller.

8.- Guarantee

The Seller guarantees its products for a period of two (2) years from the date of Provisional Reception of all the Purchase Order.

This guarantee means that the Seller will repair, or, if necessary, supply, at no charge, the labour and equipment and material necessary to substitute those which, during the period mentioned, fail due to defects of equipment, material or defective execution, unless said failure is attributable to normal wear, incorrect handling or overload, violating the rules of good practice as long as the cause is not related to the Purchaser.

If the goods have defects or fail, the Seller is responsible for repairing said defects or failures in as brief a time as possible, to be agreed between the Seller and the Buyer. The costs of delivery and labour of substitution of the defective elements will be at the expense of the Seller. If the Seller does not carry out said repairs within the period agreed upon, the Purchaser will have the right to carry out repairs at the expense and risk of the Seller.

If during the period of guarantee a part is substituted or repaired, the period of guarantee for said part will begin again, starting from the day of its repair or substitution.

The elements replaced will become the property of the Seller.

If the commercial exploitation of the order must be interrupted due to reasons for which the Seller is responsible, or repairs which the Seller must make to meet the obligations assumed by it by virtue of the Purchase Order, the guarantee period will be extended for the total duration of said interruptions.

Before the end of the guarantee period a final inspection will be made in the presence of representative of the Seller and the Buyer, issuing a written document about this inspection.

The guarantee covers all expenses of substitution and repair of defective materials and accessories as well as travel, subsistence allowance, transport and possible economic losses.

If after the Seller has made all the repairs and/or modifications necessary and/or equipment supplied do not yet meet the characteristics required, all of the goods will be replaced by new ones, which the Seller will deliver to the location free of all expense for the Purchaser.

9.- Patents

The Seller will exempt the Purchaser from any responsibility, damages, costs and expenses resulting directly or indirectly from any non-performance, infraction or supposed non-performance or infraction relating to any patent, model of utility, registered trademark, design or copyright in any country, including Spain or other country of destination designated in the Purchase Order, and will immediately reimburse the buyer all the amounts paid by the buyer for the aforementioned reason. In case of any litigation and/or claim with respect to any infraction relating to the goods, the Buyer reserves all rights to cancel and annul the contract at its exclusive discretion and to consider the Seller responsible for any loss caused to the Purchaser. The Buyer, at the time of the reception of the claim on the part of a third party in relation to the use and sale of the goods in Spain or in any other country, will inform the Seller in writing about said claim, the Seller having responsibility for the defence against said claim.

10.- Cession and subcontracting

None of the parties will transfer the rights and obligations of the Purchase Order without the written consent of the other party, with the sole exception that the Purchaser can transfer it, wholly or in part, to any of the companies which form a part of its same business group.

Likewise, the Seller will not subcontract the Purchase Order or any part of the same without the previous consent of the Purchaser in writing. Said consent will not exempt the Seller from any of the obligations imposed by the Purchase Order and these conditions.

11.- Force Majeure

“Force Majeure” means, for the purposes of these conditions, the existence of any contingency, circumstance or cause which is beyond the control of the party who invokes it, including, but not being limited to the following circumstances: imposition or submission to a law, regulation, decree, order or request of any authority (national, state, autonomous, provincial or municipal), confiscation, riot, war, disturbances, fires, floods, earthquakes, storms, explosives, strikes, closings, stopping of machinery or factory, impossibility of obtaining raw material, equipment, gas-oil or transport.

If due to Force Majeure, any of the Parties cannot meet an obligation of the Purchase Order, said Party is exonerated from compliance with it, as long as the Party notifies the other party, indicating the beginning and nature of the situation of Force Majeure. The Party invoking Force Majeure must send immediate notification after the ending of the cause of the Force Majeure.

In any of the situations of force majeure described which escape the control of the Purchaser and which can, directly or indirectly, limit, make impossible or difficult the purchase, importation, assuming of the delivery or any other compliance with the contract or the resale or exportation of the goods by the Purchaser, said Purchaser may request the postponement of the shipment or of the delivery of the goods or the cancellation of the totality or a part of the Purchase Order. In any of said cases, the Seller cannot present claims to the Purchaser.

12.- Expenses and taxes

With the exception of the VAT, which will be at the expense of the Purchaser, any cost and expense, fiscal retentions, stamps and other taxes, rates or surcharges which could be incurred in relation to the payment made by the Purchaser or Seller will be borne by the Seller.

13.- Representatives of the parties

To monitor the correct execution of the Purchase Order, as representative of the Purchaser, it designates the person who appears on the Purchase Order, Likewise, the Seller must name, in writing, a competent person in charge of the Purchase Order for its coordination.

14.- Non-performance of the seller

In case of non-performance or failure to perform punctually or adequately any of the obligations of the Seller, as well as in the case of declaration of an arrangement with creditors, liquidation or dissolution of its company, the Purchaser will have the right to give notice of the total or partial rescission of the Purchase Order or the suspension of its execution, wholly, or in part. This will be done by authenticated notification, with no need for ulterior warning of non-performance or judicial intervention, with no obligation for the Seller to be responsible for damages, without affecting any other rights which support the Purchaser.

15.- Confidentiality and Data Protection

In compliance with the Organic Law 15/1999 of December 13th on Protection of Personal Data , personal data provided by the Seller will become a part of the file of suppliers by the Purchaser, whose objectives are the maintenance of the contractual relationship, the control and management of purchases and their corresponding payments. The Purchaser will treat said data with the maximum confidentiality, making the commitment to not use them for any purpose other than that for which they have been obtained, as well as storing them taking the appropriate measures to guarantee their security and prevent their unauthorized alteration, loss, processing or access.

The Purchaser will keep professional secrecy with respect to the aforementioned personal data, even after the contractual relationship has ended.

The Seller authorizes the Purchaser to store its data for a period of five years once the contractual service has been completed.

The Seller may exercise the rights of access, rectification, cancellation and opposition, through notification in writing to the attention of the Head of Data Protection of the SAMCA Group, Paseo de la Independencia 21, Planta 6ª (50001 – Zaragoza).

16.- Severability

If any condition or part of the same does not have legal validity, the remaining terms and conditions will not be invalidated, without affecting the right of the Purchaser, in said case, to cancel or reject the Purchase Order.

17.- Language

In case of discrepancy between texts in the Spanish language and texts in any other language relating to the order, the text in the Spanish language will prevail.

18.- Jurisdiction

This relationship will be governed by Spanish legislation. The parties expressly renounce any other forum or jurisdiction to which they may have right, and agree to submit to the courts of Zaragoza any difference or litigation relating to the validity, interpretation, compliance with or execution of the Purchase Order and the General Purchase Conditions, as well as the acts or transactions included in the same.