GENERAL CONDITIONS OF PURCHASE
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50 AÑOS DE EXPERIENCIA EN LA PRODUCCIÓN DE POLÍMEROS
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1. SCOPE OF APPLICATION
Las presentes CONDICIONES GENERALES DE COMPRA -en adelante CGC NUREL– serán de aplicación a todas las compraventas y suministros -en lo sucesivo, la COMPRA-, en las que NUREL, SA -en adelante, NUREL– sea el adquirente o comprador de mercancías, maquinaria u otros bienes -en lo sucesivo, el OBJETO DE LA COMPRA– para los que no se haya otorgado un contrato específico suscrito por NUREL y el VENDEDOR.
They will be published for the general knowledge of all VENDORS on NUREL’s website.
These NUREL GTC will apply from September 15, 2024 until they are replaced by subsequent ones.
2. PURCHASE Documentation
The PURCHASE is documented in NUREL’s order – hereinafter referred to as the ORDER – and, if applicable, in the document by which the SELLER accepts the ORDER.
The acceptance of the ORDER by the SELLER shall entail the acceptance by the SELLER of the present NUREL GTC for that PURCHASE, which shall be the only ones that shall govern, even in the event that the SELLER has general conditions of sale or similar, whose application shall be completely replaced by the present ones.
If the SELLER wishes to introduce in the PURCHASE any clause, agreement or condition different from those regulated in the ORDER or in the NUREL GTC, the SELLER must expressly request it in its document of acceptance of the ORDER and obtain the express and written acceptance of its request by NUREL. Reference to its general terms and conditions shall be deemed not to have been made unless they have been expressly accepted in writing by NUREL.
In the absence of an ORDER acceptance document, acceptance of the ORDER by the SELLER shall be deemed to be the commencement of any work or the performance of any act by the SELLER involving the commencement of the performance of the ORDER.
3. PRICE AND METHOD OF PAYMENT
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.
Invoices will be sent to apglobal@apglobal.samca.com.
4. PLACE, DATE AND CONDITIONS OF DELIVERY
The place, date and conditions of delivery shall be as indicated in the ORDER.
The delivery shall be accepted by NUREL as long as it is made on the delivery date indicated in the ORDER and the PURCHASE ITEM complies with the integrity of what is specified in the ORDER and what is required by the Spanish legislation in force on the date of its delivery for its acquisition by NUREL and for its use in industrial works or of any kind.
The OBJECT OF PURCHASE shall not be considered delivered until the documentation required in the ORDER and in the legislation to transfer the ownership of the OBJECT OF PURCHASE, as well as that required to obtain any permit and authorization necessary for its operation, is also delivered.
If the OBJECT OF PURCHASE is delivered packed or in order to determine its quality it is necessary to carry out analyses, or if NUREL’s quality controls after its unpacking show that the OBJECT OF PURCHASE does not comply with the agreed quality, NUREL may reject the OBJECT OF PURCHASE within seven days from the date of delivery of the OBJECT OF PURCHASE, and the SELLER must proceed to remove it, being at the SELLER’s expense all the costs involved.
In the event of noncompliance with the delivery date, NUREL may choose to
- For resolving the ORDER and refusing the delivery of the PURCHASED GOODS, and the SELLER shall reimburse, if applicable, the amount previously paid by NUREL, as well as all damages caused by the SELLER, or;
- For accepting it by applying a penalty equivalent to 5% of the amount of the ORDER, for each week of delay, with a limit of 50% of the price of the PURCHASE. These amounts may be deducted from the price to be paid by NUREL.
5. WARRANTY
In the absence of an agreement granting a longer warranty, the SELLER warrants the PURCHASED GOODS for a period of two (2) years from the date of delivery of the PURCHASED GOODS.Said period shall begin again in the event that any warranty repair or replacement is carried out on the OBJECT OF PURCHASE in accordance with this clause.
The warranty covers all costs of repair and/or replacement of the OBJECT OF PURCHASE, both labor and materials and other expenses such as, but not limited to, travel, allowances, transportation, materials, etc., all of which shall be borne exclusively by the SELLER.
6. INDUSTRIAL AND INTELLECTUAL PROPERTY
The SELLER guarantees that the OBJECT OF PURCHASE does not infringe any industrial property right of any third party.Likewise, the SELLER shall hold NUREL harmless from any liability it may incur on the OBJECT OF PURCHASE arising from any third party industrial property rights for any reason whatsoever, and shall immediately reimburse NUREL for all amounts that the latter has had to pay for the same on account of the foregoing.
7. Assignment and subcontracting
Neither party may assign the rights and obligations of the ORDER without the written consent of the other party, with the sole exception that NUREL may assign the ORDER, in whole or in part, to any of the companies that are part of the group of companies to which it belongs.
8. EXPENSES
NUREL and the SELLER shall pay the costs that correspond to each one in accordance with the incoterms established in the ORDER, or, failing that, in accordance with the delivery conditions established in the ORDER.
9. TAXES
With the exception of VAT, which shall be borne by whoever is legally entitled, any other taxes associated with the PURCHASE shall be paid by the SELLER.
10. Resolution of the ORDER by NUREL
In the event of non-compliance and/or lack of timely performance or defective performance of any of the obligations of the SELLER, NUREL shall have the right to notify the total or partial termination of the ORDER, without the need for warnings of non-compliance or judicial intervention.
11. Data Protection
The personal data of natural persons -the Data- that are provided or have been provided in connection with the PURCHASE, by one of the parties to the other, whether of their representatives, their employees, employees of their subcontractors or any other natural person -hereinafter the Stakeholders-, will be processed by the other party exclusively for the purpose of executing the PURCHASE and complying with all legal and contractual obligations arising therefrom.
The Data shall be kept during the execution of the PURCHASE and, after its termination, as long as it is necessary for the fulfillment of any legal obligation. The Parties may keep their respective paper copy of the contract or in digital format in accordance with their respective archiving rules.
For the purpose of allowing Data Subjects to exercise their rights of access, rectification, deletion, opposition, limitation of processing and portability of their Data in the cases provided for by law, the following e-mail address 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 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. Applicable Legislation
The PURCHASE shall be governed by Spanish law.
The parties expressly waive any other forum or jurisdiction to which they may be entitled and agree to submit to the courts of Zaragoza, Spain, any dispute or litigation related to the validity, interpretation, compliance or execution of the NUREL GTC, as well as the acts or transactions included therein.
