GENERAL TERMS AND CONDITIONS OF PURCHASE
Effective as of September 2024.
1. SCOPE OF APPLICATION
These GENERAL TERMS AND CONDITIONS OF PURCHASE – hereinafter CGC NUREL – shall apply to all purchase and supply transactions – hereinafter the PURCHASE – where NUREL, SA – hereinafter NUREL – is the purchaser or buyer of goods, machinery, or other items – hereinafter the OBJECT OF PURCHASE – for which no specific contract has been signed between NUREL and the SELLER.
They will be published for the general knowledge of all SELLERS on NUREL’s website.
These CGC NUREL shall apply from September 15, 2024, until replaced by subsequent terms.
2. PURCHASE DOCUMENTATION
The PURCHASE is documented in NUREL’s purchase order – hereinafter the ORDER – and, if applicable, in the document by which the SELLER accepts the ORDER.
Acceptance of the ORDER by the SELLER will imply acceptance of these CGC NUREL in that PURCHASE, which shall be the only ones governing the transaction, even if the SELLER has its own general terms and conditions of sale or similar, the application of which will be entirely replaced by these terms.
If the SELLER wishes to introduce any clause, agreement, or condition different from those regulated in the ORDER or CGC NUREL, the SELLER must expressly request it in the acceptance document of the ORDER and obtain NUREL’s written and express consent to such a request. Any reference to the SELLER’s general terms will be considered null unless expressly accepted in writing by NUREL.
In the absence of an ORDER acceptance document, acceptance of the ORDER by the SELLER will be understood as the commencement of any work or the performance of any act that implies the start of the execution of the ORDER.
3. PRICE AND PAYMENT TERMS
The price and payment terms shall be those specified in the ORDER. If no payment terms are specified in the ORDER, the price will be paid via bank transfer 45 days from the invoice date.
Invoices should be sent to: apglobal@apglobal.samca.com.
4. PLACE, DATE, AND CONDITIONS OF DELIVERY
The place, date, and delivery conditions will be indicated in the ORDER.
NUREL will only accept the delivery provided it is made on the delivery date indicated in the ORDER and the OBJECT OF PURCHASE complies fully with the specifications in the ORDER and the legal requirements under Spanish law effective on the delivery date for acquisition by NUREL and for use in industrial or other types of work.
The OBJECT OF PURCHASE will not be considered delivered until the required documentation in the ORDER and the applicable legislation for the transfer of ownership of the OBJECT OF PURCHASE has been provided, along with the necessary permits and authorizations for its operation.
If the OBJECT OF PURCHASE is delivered packaged or requires testing to determine its quality, or if NUREL’s quality controls upon unpacking reveal that the OBJECT OF PURCHASE does not meet the agreed quality, NUREL may reject the OBJECT OF PURCHASE within seven days from the delivery date. The SELLER must then retrieve the OBJECT OF PURCHASE, with all associated costs borne by the SELLER.
In the event of a delay in delivery, NUREL may:
- Terminate the ORDER and reject the delivery of the OBJECT OF PURCHASE, with the SELLER reimbursing NUREL any prepayments and covering all damages caused by the SELLER; or
- Accept the delivery with a penalty of 5% of the ORDER value for each week of delay, capped at 50% of the PURCHASE price. These penalties may be deducted from any pending payments by NUREL.
5. WARRANTY
Unless otherwise agreed, the SELLER guarantees the OBJECT OF PURCHASE for a period of two (2) years from the delivery date. This warranty period will reset if any repair or replacement is made under this clause.
The warranty covers all costs of repair and/or replacement of the OBJECT OF PURCHASE, including labor, materials, travel, expenses, transportation, and other related costs, all of which will be solely borne by the SELLER.
6. INTELLECTUAL AND INDUSTRIAL PROPERTY
The SELLER guarantees that the OBJECT OF PURCHASE does not infringe on any third-party industrial property rights. Additionally, the SELLER shall indemnify NUREL against any liability arising from such third-party rights and will promptly reimburse NUREL for any costs incurred due to this issue.
7. ASSIGNMENT AND SUBCONTRACTING
Neither party may assign the rights and obligations of the ORDER without the written consent of the other party, except that NUREL may assign the ORDER, in whole or in part, to any company within its corporate group.
8. EXPENSES
NUREL and the SELLER will each cover the costs as per the incoterms specified in the ORDER, or failing that, according to the delivery conditions established in the ORDER.
9. TAXES
Except for VAT, which shall be borne by the legally obligated party, any other taxes associated with the PURCHASE shall be borne by the SELLER.
10. TERMINATION OF THE ORDER BY NUREL
In the event of non-compliance, late performance, or defective performance of any obligations by the SELLER, NUREL shall have the right to notify the full or partial termination of the ORDER without the need for further warnings or legal intervention.
11. DATA PROTECTION
Personal data of individuals – the Data – provided or made available in relation to the PURCHASE, whether from representatives, employees, subcontractors, or any other individual – hereinafter the Interested Parties – will be processed by the other party exclusively for the purpose of executing the PURCHASE and fulfilling all legal and contractual obligations arising from it.
The Data will be retained during the execution of the PURCHASE and, once completed, as long as necessary to fulfill any legal obligation. Each party may retain a paper or digital copy of the contract according to their respective archiving policies.
For Interested Parties to exercise their rights of access, rectification, deletion, opposition, restriction of processing, and portability regarding the Data provided to the SELLER, the following email is designated: datospersonales@samca.com.
Interested Parties may also file a complaint with the Spanish Data Protection Agency (www.aepd.es).
12. COMPLIANCE
The SELLER declares that they are aware of the SAMCA Group’s Code of Ethics and Compliance Policy, which have been made available at the following link: https://gruposamca.com/cumplimiento-normativo. The SELLER agrees to maintain, either directly or through its suppliers, contractors, and/or subcontractors, lawful conduct in accordance with the SAMCA Group’s Code of Ethics and Compliance Policy throughout the execution of the Purchase Order. Non-compliance with the Code of Ethics or Compliance Policy by the SELLER will result in the termination of the ORDER.
13. APPLICABLE LAW
The PURCHASE shall be governed by Spanish law.
The parties expressly waive any other forum or jurisdiction they may have and agree to submit to the courts of Zaragoza, Spain, for any disputes or litigation concerning the validity, interpretation, fulfillment, or execution of the CGC NUREL and the acts or transactions covered therein.
