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General Terms and Conditions of Purchase (05.2023)

 

  1. GENERAL ASPECTS
    • The present general purchase conditions exclude any others; the Supplier's general contracting conditions that differ from these, will only be considered to be accepted if DELFIN TUBES S.A. has confirmed them in writing.
    • The acceptance of supplies or services from the Supplier and even payment for these does not imply approval of the Supplier's sale
    • The Supplier must send to the Buyer the acceptance of the Order or its revisions within the five days following reception of these, by electronic mail. In the event that said acceptance has not been received when five days have passed, it will be understood that the Supplier automatically accepts all the terms included therein.
    • In any event, the sending of materials by the Supplier, after having received the corresponding order that includes the present purchase conditions, will be considered for all purposes proof of conformity and acceptance of these.
    • Any modification or amendment of the Order after the contract has been concluded that has not been requested by DELFIN TUBES S.A. will require the previous, written authorization of DELFIN TUBES S.A.
    • If one clause of these conditions and the remaining agreements concluded should be or become invalid, this will not affect the rest of the conditions.
  2. INVOICING AND PAYMENT
    • Invoices will be sent in two copies to the address that appears on the letterhead and to the attention of the Accounting Dept.
    • The invoices from month X received on the 15th day or later of the month X+1 will be entered into the accounts for maturity starting from the first day of month X+1.
    • The invoices must reflect the number of the Order that gave rise to the delivery of the material, and also the number of the corresponding project. The invoices issued in other countries of the EU must mention the tariff heading and the net and gross weights.
    • The invoices will be paid according to the conditions established in the Order.
    • Note for Transport Orders (TR) –  In accordance with the regulations in force at present, the transport of merchandise related with the exportations of merchandise outside the territory of the European Union is VAT-exempt.  The previous statements include the transport of merchandise to port-, airport-, or border areas for its subsequent shipping outside of EC territory. In order to document the invoice issued without VAT, Delfin Tubes S.A. commits to submit a copy of the SAD for export before the end of the maximum allowable period of one month from the definitive export. The previous statements are regulated by the VAT Law 37/1992 Article 21.5 and VAT Regulations, approved by the Royal Decree 1624/92 Article 9.1.5.
  3. DELIVERY CONDITIONS

In accordance with the INCOTERMS 2020 ICC indicated in each Order.

  • The Supplier is aware that the delivery conditions specified in the Order for the delivery of the supply (including the technical documents or necessary certificates) are binding and that they cannot be extended in time without the Buyer's written consent. The Supplier must provide the Buyer with the technical certificates, directions for use, handbooks, exploded diagrams and any other documents specified in the Order. The supply will not be considered complete until all materials, equipment and documents have been submitted, and this could lead to consequent repercussions on payment. Additions to and revisions of the Order will not imply a delay in the delivery of the materials and/or services except with written consent of the Buyer.
  • Partial supplies are not permitted, unless DELFIN TUBES S.A. has expressly approved them or they are reasonable.
  • The unreserved acceptance of a supply or service outside of the agreed period will not imply any type or waiver of actions to claim reparation or compensation for damages deriving from the delay, and this rule will apply until the full payment by DELFIN TUBES S.A. of the remuneration associated with the goods or service provided.
  • Force Majeure: the existence of force majeure, which includes in this case, labor conflicts, riots, interruption of business activity or administrative measures and other unavoidable events that are not the fault of DELFIN TUBES S.A., exempt DELFIN TUBES S.A. as long as these circumstances persist, from the obligation to accept deliveries on the agreed date.

Likewise, while these circumstances persist, and during the fifteen days following their termination, DELFIN TUBES S.A. will be empowered to cancel the contract as a whole or in part without prejudice to its remaining rights, as long as the duration of these circumstances is not irrelevant and its needs for supply are considerably reduced due to supply from other suppliers that may be necessary due to the said circumstances.

  • Transfer of risk: the risk of loss or damage to the merchandise to be delivered will be the responsibility of the supplier until the moment of its receipt by DELFIN TUBES S.A. or by the person designated by DELFIN TUBES S.A. at the delivery point, understood as the place to which the merchandise must be delivered or the services be provided in accordance with the order.
  • Inspections: Before delivery and during the whole period of production or manufacture of the goods or services to be supplied, DELFIN TUBES S.A., or the third party with whom DELFIN TUBES S.A. arranges the service reserves the right to inspect and verify the quality and compliance of materials with the requested standards and norms, and also the suitability to the order of the materials used at the facilities and factories of the Supplier or those suppliers or subcontractors with which it arranges the execution of the Order, at least in part.
  • DELFIN TUBES S.A. likewise reserves the right to perform a final inspection of the whole of the Order at the facilities of the Supplier or the subcontractor, and it must be given notice of this sufficiently in advance so that the material may be at its disposal.

At any rate, the performance of said tests and inspections of manufacture and final inspection of the materials that can be carried out at the criterion of DELFIN TUBES S.A., will in no case constitute an exemption for the Supplier from complying with the contractual obligations regarding suitability, quality, quantity, and adequacy of the product or service for the agreed use without presence of flaws or defects, nor will it constitute a limitation with respect to the guarantees of the product.

  1. PRICES

The price established in the Order will not be subject to revision due to increases in the prices of raw materials, or labor or for any other reason. The price will not include the applicable taxes unless the Order expressly indicates otherwise. The Buyer will not pay for materials, equipment or labor costs not included in the Order, unless these have been previously offered in writing by the Supplier and accepted in writing by the Buyer.

  1. LIABILITY
    • The supplier assumes the obligation to comply with all applicable legislation and/or regulations, in attention to the territorial scope of the activity.
    • The supplier assumes compliance with the laws that regulate international trade, as well as the regulations applicable to imports, exports and international sanctions that are in accordance with EU legislation, carrying out with due diligence their obligations to know the "third parties" before carrying out a commercial operation.
    • In the event of liability claims against DELFIN TUBES S.A. regarding one of the products that it supplies, the supplier must accept and exempt DELFIN TUBES S.A. from liability if the damage has been caused by a defect in the item supplied.

The Supplier will be exempt from liability if it demonstrates that it has not had any relationship with the event causing the damage.

In the case of product liability claims against DELFIN TUBES S.A., that can be attributed to the Supplier, the Supplier will pay all costs and expenses deriving from the claim including those brought by the possible exercise of legal actions.

  • The Supplier takes exclusive responsibility for all damages caused to any person for the company, or third parties employed in executing the order, and that derive from failure to comply with any of the standards in matters of health and occupational safety.

The supplier is likewise obliged to comply with this for all its workers and all workers subcontracted for the execution of the order, and to verify and adopt all control and supervisory measures in order to verify that they comply with all obligations in matters of labor law, prevention of occupational risks and social security, and in the contrary case, it releases DELFIN TUBES S.A. of any such responsibility.

In the event any joint and several liability is claimed against DELFIN TUBES S.A., for any of the aforementioned reasons, the company will be empowered to repeat the action against the Supplier, including said repetition of damages claimed and also the court costs of said claim.

Likewise in compliance with Article 24 of the Law of prevention of occupational risks and its regulations for implementation, the contractor must present the documents required by DELFIN TUBES S.A. before the start of work and cooperate through the coordination measures for the proposed business activities.

The Supplier likewise commits to guarantee and to accept responsibility that in cases where the staff of DELFIN TUBES S.A. may be relocated to the Supplier's facilities for the execution of the order, compliance with all standards in matters of health and occupational safety be guaranteed by committing to adopt all control and supervisory measures to verify that they comply with all obligations under labor law, in prevention of occupational risks and social security, while exempting DELFIN TUBES S.A. from all liability in the event of failure to comply.

In said case, if the authorities should lodge some sort of liability claim against DELFIN TUBES S.A., the company will have the right to repeat the claim against the Supplier.

The failure to comply with this clause will itself be sufficient reason and justification for the automatic cancellation of the contract with a claim in said case for the damages sustained.

  • Civil liability: the supplier is obliged to accept liability, and to exempt DELFIN TUBES S..A from any responsibility in the case of damages caused to third parties as a result of damages deriving from lack of conformity or defects in the products or services supplied.

The Supplier is obliged in any case to subscribe and maintain in force a civil liability insurance policy that covers any damage or contingency in relationship with third parties regarding the goods or services purchased to guarantee said coverage and it is also obliged to present said policy to DELFIN TUBES at any moment.

The failure to hold or to maintain in force said insurance policy will be a just reason for DELFIN TUBES S.A. to cancel the contract without prejudice moreover to claims for damages that could be sustained as a result of said default.

  1. LIENS AND ENCUMBRANCES

The Supplier guarantees that at the date of delivery the supply on delivery to the Buyer/Owner will be free of any lien, encumbrance and attachment or similar claims from any third party.

  1. GUARANTEES
    • The Supplier guarantees that the supply and all its components and/or parts of the supply will be new and top-quality and will comply strictly with the characteristics and specifications agreed in the Order. That they will be free of manufacturing defects or hidden faults, and that they are suitable for the process/function to be performed in accordance with specifications submitted by the Buyer. The Supplier will be responsible for the earliest possible repair, without charges to the Buyer/Owner, of any defects or faults in the supply derived from defective design, materials or manufacture and from acts or omissions of the Supplier that have been demonstrated or that come to knowledge of the parties before the maturity of the agreed guarantee deadline. The Suppler is obliged to substitute completely the defective products, materials or services as soon as possible, entirely at its own cost, in the event that the said repair is not possible in good time and due form.
    • Unless otherwise stated in the Order, the guarantee period will be 12 months from the moment when the supply was delivered to the facilities where it is to be used.
  2. DOCUMENTS AND CONFIDENTIALITY
    • Any type of commercial or technical information that DELFIN TUBES S.A has placed at the Supplier's disposal (including characteristics that are evident in documents, plans, software or items delivered) must be inaccessible for third parties whenever the supplier cannot demonstrate that this information is public knowledge, and at the Supplier's company it may be made available only to persons who must necessarily participate in guaranteeing the delivery of the Order to DELFIN TUBES S.A. and who are in turn bound by commitments to confidentiality. The said information will be the exclusive property of DELFIN TUBES S.A. and it may not be reproduced, copied or used industrially, without the authorization of DELFIN TUBES S.A., except to make the deliveries specified in the contract. When DELFIN TUBES S.A. so requests, said documents (which may also include copies and registers that have been made) will be destroyed.
    • The products that have been manufactured in accordance with documents designed by DELFIN TUBES S.A. (sketches, models or similar) in accordance with the confidential data of DELFIN TUBES S.A. may not be used by the Supplier for its own purposes, nor to offer or supply to third parties.
  3. VALIDITY OF THE GENERAL PURCHASE CONDITIONS

The General Purchase Conditions will apply and form part of the Order in combination with all terms and conditions stated therein, except those that are expressly modified in the Order. In the event of conflict, the Order will take precedence over any other document.

  1. TERMINATION AND WITHDRAWAL
    • In addition to the general reasons for termination of contract due to a serious failure to comply with the obligations derived from the contract, and, if applicable, due to hidden flaws or defects in the item purchased or supplied, DELFIN TUBES S.A. may terminate the contract effective immediately if:
  • A fundamental deterioration in the Supplier's financial relationships or solvency occurs or is threatened to occur, and as a result of this there is a risk that the Supplier may not comply with its obligations to supply to DELFIN TUBES S.A.
  • The item purchased or supplied is lost as a whole or in part before delivery, including due to an unforeseen accident or without fault on the part of the Suppler, although in the case of partial loss DELFIN TUBES S.A. may opt to reclaim the existing part by paying its price as a percent of the agreed total.
  • If the supplier has agreed to the delivery of a certain quantity of products or the provision of a specific service, then DELFIN TUBES S.A. will not be obliged to accept a part of this. If DELFIN TUBES S.A accepts a partial delivery, then it may terminate the contract for the part that remains pending or request the performance of the contract for that part.
  • If the Supplier does not deliver the item to be purchased or supplied or does not provide the service in the stipulated time period, then DELFIN TUBES S.A. may request the performance or the termination of the contract with compensation, in both cases, for the damages that it has sustained from the delay.
  • If the supplier does not proceed to repair or substitute the item within the guarantee period agreed for the defective item, product or service in good time and due form after previous written notice from DELFIN TUBES S.A., when 10 working days have passed since said notice.
    • In cases when there is non-compliance with the deadline on the part of the Supplier, as a result of force majeure, and the compliance with this deadline is fundamental so that DELFIN TUBES S.A. can comply with its obligations to its customers, then DELFIN TUBES may cancel the Order at its choice by written notice to the supplier within a period of 5 days from which it has certain knowledge of the existence of said event.
  1. JURISDICTION AND APPLICABLE LEGISLATION
    • Any dispute that may arise in interpreting and applying the conditions included in the present agreements will be exclusively subject, at the option of DELFIN TUBES S.A, to the Courts and Tribunals of the Supplier's registered office, of the delivery point or of the buyer's residence, with express rejection of any other jurisdiction that might be applicable.
    • The present contract is subject to the Spanish jurisdiction, and conflict-of-law rules are expressly excluded.
    • The application of the uniform laws of The Hague on international purchasing is likewise excluded, together with the remaining existing Conventions in matters of purchasing.
  2. PERSONAL DATA PROTECTION

Delfin Tubes, S.A., in compliance with the Organic Law 15/1999 of December 13 concerning the Protection of Personal Data (LOPD), Delfin Tubes S.A. gives notice that the personal data provided for the contracting and provision of its services will be incorporated into a computerized archive in its possession for the adequate management of the commercial relationship and compliance with the legal obligations deriving from it.  In this sense, it therefore agrees to the collection of data, as well as to the communication for the indicated purposes that may be carried out between the entity and other entities related to the provision of services of Delfin Tubes SA or its auxiliary companies in the terms provided in above mentioned Law.

You can exercise your rights to access, correct, oppose and cancel by contacting our offices at the address that appears on the letterhead, stating precisely which right you wish to exercise.  In the event that in your communications you provide us with the data of a third party, before including these data, you must request its consent and inform it of the details stated above.