General purchasing conditions
Scope of application
These purchasing conditions shall apply to all supplies and services provided by a supplier to ÚTILES Y MECANIZADOS S.L. (hereinafter UMEC S.L.), unless other agreements have been expressly made.
If the supplier’s general conditions of sale contradict our general conditions, the supplier’s conditions shall only apply when UMEC S.L. has explicitly given its written consent. Acceptance of supplies or services from the supplier and even payment for them does not imply approval of the supplier’s conditions of sale.
Deadlines and consequences of non-compliance
The agreed deadlines for supplies and services are binding. If delays are foreseen or occur, the supplier must notify UMEC S.L. immediately in writing so that UMEC S.L. can grant an additional delivery period. In the case of late deliveries, without prior acceptance of an additional delivery period by UMEC S.L., the latter shall be entitled, without notice, to reject the delivery, terminate the contract, or demand compensation for damages for non-compliance. The unconditional acceptance of a supply or service outside the agreed period shall not imply any kind of waiver of actions to demand compensation or damages that may arise from the delay.
Prices
The agreed prices of the supplies/services covered by the order shall be considered fixed. Unless otherwise agreed, they include all expenses related to the supplies and services provided by the supplier.
Processing and supply
Delivery of supplies must be made on the date, at the place and under the conditions agreed with UMEC S.L.
The type and quantity of the product purchased, as well as the delivery time, are binding in the delivery orders. UMEC S.L.’s authorization will be required for the acceptance of partial deliveries, except in the case of complete order lines.
Each delivery must be accompanied by a delivery note stating the order number indicated by UMEC S.L and the contents, ordered by type and quantity.
The product will be delivered, as a general rule, in standard non-reusable packaging. In the case of reusable packaging, the supplier will provide the packaging on loan. The return of the packaging will be at the supplier’s expense and risk. The packaging of the products will be appropriate for their transportation, conservation and storage. Damage caused by packaging defects will be borne by the supplier.
The general conditions of shipment of materials will be DDP at UMEC S.L. unless other conditions are expressly agreed.
UMEC S.L. reserves the right to inspect all materials and/or equipment requested at the place of manufacture or storage and to verify that the services requested are performed as agreed. To this end, persons authorized by UMEC S.L., its customers and regulatory authorities shall have free access at all times and for the duration of this contract to the facilities of the supplier or its subcontractors and shall request all applicable records at all levels of the supply chain. Such inspection shall be carried out in such a way as not to unreasonably delay deliveries and/or work by the supplier.
When these are completed, the corresponding quality controls will be carried out. In the event of non-compliance, the supplier will be notified and will be responsible for any expenses arising from such compliance.
All documents relating to the product and its manufacture (manufacturing plans, inspections, material certificates, etc.) generated during the project must be kept available to UMEC, S.L. for at least 3 years from the date of issue of the document. In the case of subcontracting any operation, with the prior approval of UMEC, S.L., it must ensure that all defined contractual requirements are met. Any change in the definition of the product and/or manufacturing process, including processes, products or services, including changes in their location or manufacture or in their external suppliers, and shall request the approval of UMEC, S.L.
Notification of non-conforming products, processes or services
The supplier or subcontractor shall notify UMEC, S.L. of non-conforming products, processes or services, and shall request and obtain approval from UMEC, S.L.
Verification and complaint
The receipt of the goods shall be carried out with the right to verify that they do not present any deficiencies, and especially that they are correct and complete. Once this verification has been carried out in the days following delivery, any defects found shall be subject to immediate complaint by UMEC S.L. to the supplier, with the supplier being responsible for the costs of returning the material.
The legal provisions regarding eviction and hidden defects shall apply, unless another period is established in these conditions.
The supplier guarantees the products/services against all defects and for the period established by law. During this warranty period, the supplier undertakes to replace or repair the defective products and to provide additional services to obtain the agreed result, at no cost to UMEC S.L.
Invoices and payments
Invoices must be sent to the UMEC S.L. accounts department within a maximum period of one week after delivery or completion of the service in order to maintain their due date. These invoices must include the UMEC S.L. order number, name, tax ID number and delivery note number of the supplier. Invoices for products delivered outside the UMEC S.L. facilities must also include a copy of the delivery note stamped/signed by the recipient of the goods.
Payment to the supplier will be made 60 days from the date of receipt of the invoice, and will be made by bank transfer.
Payments do not imply any recognition of the supply or service in the sense specified by contract. In the event that a service or delivery is performed incorrectly or incompletely, UMEC S.L. – without prejudice to other rights – reserves the right to withhold, within a reasonable amount, payments of debts resulting from the commercial relationship until the appropriate fulfillment of the services or supply.
Industrial and intellectual property
The technical documentation, tools, designs, factory standard specifications, tooling, etc. that UMEC S.L. makes available to the supplier shall remain its property, retaining all intellectual and industrial property rights over them. This documentation and tooling, together with all duplicates made, must be returned to UMEC S.L. immediately after the service has been provided or the product ordered has been supplied. The supplier may only use the aforementioned objects and documents to execute the order; and may not transfer them or grant access to them to unauthorized third parties.
Confidentiality
The supplier is obliged to treat as confidential all commercial and technical details of which they become aware as a result of the commercial relationship and which are not in the public domain; they may not under any circumstances pass them on to third parties.
Data protection
ÚTILES Y MECANIZADOS – UMEC S.L processes your personal data for the management of the contractual relationship legitimized by that same relationship, and for the fulfillment of legal obligations.
The data will be kept as long as they are compatible with the purpose for which they were collected, in compliance with legal obligations of conservation and as long as responsibilities can be derived for the treatment for the person in charge.
You can exercise your rights under the regulations on the processing of your personal data or obtain more information in the Privacy Policy. You have the right to file a complaint with the Spanish Data Protection Agency.
Applicable law and jurisdiction
This relationship 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 any dispute or litigation arising from the validity, interpretation, compliance or execution of the General Conditions of Purchase, as well as the acts or transactions contemplated therein.
Any dispute concerning the interpretation or execution of these general purchasing conditions will be referred exclusively to the Courts and Tribunals of Zaragoza, regardless of the place of delivery or the means of payment accepted.
APPLICATION FOR ORDERS UNDER EN9100
All the requirements indicated from now on are added to those indicated above, in the event that the order placed by UMEC, S.L. is intended for customers covered by the EN9100 standard. In these cases, the supplier will be notified on each order that it is under EN9100.
Quality management system
The supplier or subcontractor shall have a quality management system in place.
Use of designated or approved suppliers
The supplier or subcontractor shall only use suppliers or subcontractors designated or approved by UMEC, S.L., including processes.
Transfer of requirements
The supplier or subcontractor shall transfer to its suppliers or subcontractors all the requirements for application under EN9100.
Test samples or test pieces
The supplier or subcontractor shall provide test samples or test pieces for design approval, inspection/verification, investigation or audit.
Awareness
The supplier or subcontractor shall ensure that its personnel are aware of:
- Their contribution to the conformity of the product or service
- Their contribution to product safety
- The importance of ethical behavior