1. Scope of Application
These GENERAL TERMS AND CONDITIONS OF PURCHASE, hereinafter GTCP, shall apply to all procurement and supply transactions, hereinafter the PURCHASE, in which any of the following companies belonging to the Ceramic Raw Materials business line of the SAMCA Group – EUROARCE MINERIA, SA, SICA, SL, EUROARCE CAOLINES, SL, EUROARCE GALICIA, SL, EUROARCE CERAMICS, SA, COLOR-ESMALT, SA – hereinafter the BUYER -, is the buyer or acquirer of goods, machinery or other property – hereinafter the OBJECT OF PURCHASE – , for which no specific contract endorsed by the BUYER and the SELLER has been issued.
They shall be published for general knowledge for all SELLERS on the BUYER website. (https://BUYER.es/).
These GTCP apply as of May 2026 until they are replaced by subsequent terms and conditions.
2. PURCHASE Documentation
The PURCHASE is documented in the BUYER order, hereinafter the ORDER, and, where applicable, in the document in which the SELLER accepts the ORDER.
Acceptance of the ORDER by the SELLER shall entail acceptance on their part of these GTCP for said PURCHASE, which shall be the only terms and conditions governing said transaction, even in the event that the SELLER holds another set of terms and conditions of sale or similar document, whose application shall be fully replaced by these terms and conditions.
If the SELLER wishes to introduce in the PURCHASE any other clause, covenant or condition other than those governing the ORDER or in these GTCP, the SELLER shall expressly request them in their ORDER acceptance document and obtain express written confirmation of their request from the BUYER. Reference to their general terms and conditions shall be deemed null and void unless expressly accepted in writing by the BUYER.
In the absence of an acceptance document for the ORDER, the ORDER shall be understood to be accepted by the SELLER with the start of any work and/or performance of any act involving the start of execution of the ORDER.
3. Price and Payment Method
The price and payment method shall be specified in the ORDER. In the event no payment method is specified in the ORDER, the price shall be paid via confirming bank service on the 5th, 15th or 25th of the month, based on which is closest 45 days after the invoice for the OBJECT OF PURCHASE.
Invoices must be issued within five days from delivery of the OBJECT OF PURCHASE. The BUYER must have received the invoice in order to pay it.
In the event the OBJECT OF PURCHASE consists of recurring supply, invoices corresponding to said supply shall be issued fortnightly.
Invoices shall be sent to apglobal@apglobal.samca.com.
4. Delivery Point, Date and Conditions
The delivery place, date and conditions shall be indicated in the ORDER.
Delivery must be accepted by the BUYER provided it is done on the delivery date indicated in the ORDER and the OBJECT OF PURCHASE complies with the integrity of the ORDER specifications and what is required by applicable Spanish law as at the delivery date for acquisition by the BUYER and for use in industrial work or any type of job.
The OBJECT OF PURCHASE shall not be considered delivered until the documentation required in the ORDER and by law to transfer title of the OBJECT OF PURCHASE, as well as the documentation required to obtain any permit and authorisation necessary for it to function.
If the OBJECT OF PURCHASE is wrapped at delivery, analysis is required to determine its quality or if quality control done by the BUYER shows the OBJECT OF PURCHASE fails to meet the agreed-upon quality, the BUYER may reject the OBJECT OF PURCHASE within a period of seven days from delivery of the OBJECT OF PURCHASE. The SELLER must then take it back at the SELLER’s cost and responsibility.
In the event of failure to comply with the delivery date, the BUYER may choose
- To cancel the ORDER and reject delivery of the OBJECT OF PURCHASE, in which case, the SELLER must return the amount previously paid by the BUYER as well as any damages caused by the SELLER, or;
- To accept it applying a penalty equivalent to 5% of the ORDER amount for each week of delay, with a ceiling of 50% of the PURCHASE price. Said amounts may be deducted from the amount pending payment from the BUYER.
5. Guarantee
In the absence of a covenant in issuing an extended warranty, the SELLER guarantees the OBJECT OF PURCHASE for a period of two (2) years beginning on the date when the OBJECT OF PURCHASE was delivered. This period will start again in the event of any repair or the replacement of the guarantee over the OBJECT OF PURCHASE pursuant to this clause.
The guarantee covers all repair and/or replacement costs for the OBJECT OF PURCHASE, in terms of labour and material and other costs including but not limited to travel, subsistence expenses, transport, etc., which shall all be exclusively borne by the SELLER.
6. Industrial and Intellectual Property
The SELLER guarantees that the OBJECT OF PURCHASE does not infringe upon any third-party industrial property rights. Moreover, the SELLER shall hold the BUYER harmless against any liability it may incur with relation to the OBJECT OF PURCHASE arising from any third-party industrial property rights regardless of the concept involved and shall immediately reimburse the BUYER for all amounts it has had to paid in view of the foregoing.
7. Assignment and Subcontracting
Neither of the parties may transfer the rights and obligations of the ORDER without written consent from the other party, with the sole exception that the BUYER may transfer the ORDER in full or in part to any of the companies part of its corporate group.
8. Expenses
The BUYER and the SELLER shall pay their own corresponding expenses in accordance with the Incoterms set forth in the ORDER, or, failing that, pursuant to the delivery conditions stipulated therein.
9. Tax
With the exception of VAT, which shall be borne by the legally responsible party, any other tax associated with the PURCHASE shall be paid by the SELLER.
10. Cancellation of the ORDER by the BUYER
In the event of non-compliance, failure to comply on time, and/or defective compliance with any of the SELLER’s obligations, the BUYER shall have the right to notify cancellation of the ORDER, with no need for warnings of non-compliance or legal intervention.
11. Data Protection
Any personal data of natural persons – the Data – provided in relation to the PURCHASE by one of the parties to the other, either by their representatives, workers, workers of a subcontractor or any other natural person – hereinafter the Data Subjects – shall be processed by the other party exclusively for the purpose of carrying out the PURCHASE and complying with all legal and contractual obligations arising therefrom.
The Data shall be kept over the course of the performance of the PURCHASE and, once it has been completed, as long as necessary to comply with any legal obligations.
For the purposes of enabling Data Subjects to exercise their rights of access, rectification, erasure, objection, restriction of processing and portability of their Data in the cases provided for by law, with regard to the Data provided to the Buyer, the following email address has been designated: datospersonales@samca.com.
Data Subjects may also file claims with the Spanish Data Protection Agency (www.aepd.es).
12. Compliance
The SELLER hereby declares that it is familiar with the SAMCA Group’s Code of Ethics and Compliance Policy and adheres to the SAMCA Group’s Supplier Code of Conduct, available here: https://gruposamca.com/cumplimiento-normativo, and it undertakes to behave, be it directly or through its suppliers, contractors and/or subcontractors, for the duration of the Purchase Order, pursuant to the applicable legislation at all times and the SAMCA Group’s Code of Ethics, Compliance Policy and Supplier Code of Conduct. The SELLER’s failure to comply with SAMCA Group’s Code of Ethics, Compliance Policy or Supplier Code of Conduct shall be cause for cancellation of the PURCHASE.
13. Confidentiality
The SELLER undertakes to treat any information obtained by virtue of the performance of the PURCHASE (hereinafter the “Information”) and to use it exclusively to fulfil the obligations arising therefrom.
Neither of the parties shall upload, introduce or use the information gathered to prepare or carry out the PURCHASE in any way on any public or private artificial intelligence tool and/or model, hereinafter LLM, including LLMs hosted by external suppliers, unless the LLM and/or associated processing environment is protected such that its content is not accessible for any unauthorised person.
14. Applicable Legislation
The PURCHASE shall be governed by Spanish law.
The parties expressly waive any other venue or jurisdiction to which they may be entitled and agree to submit to the courts of Zaragoza, Spain any discrepancy or dispute related to the validity, interpretation, compliance or performance of the GTCP mas well as the acts and transactions included therein.