These conditions of purchase will apply to all supplies and services performed by a supplier for ÚTILES Y MECANIZADOS SL (hereinafter UMEC SL), unless other agreements have been expressly approved.
If the general conditions of sale of the supplier contradict our General Conditions, the supplier's general conditions will only apply when UMEC SL has explicitly given its written consent. The acceptance of supplies or provisions from the supplier and even payment for them do not signify any approval of the conditions of sale of the supplier.
The agreed deadlines for supplies and services are binding. If delays are anticipated or occur, the provider must notify UMEC SL immediately in writing so that it can grant an additional period for delivery. Late deliveries, without prior acceptance of an additional period for delivery by UMEC SL, will entitle the latter, without notice, to refuse delivery, terminate the contract, or demand compensation for damages for non-compliance. Unreserved acceptance of a supply or service outside the agreed period, will not imply any type of waiver of actions to demand indemnity or compensation for damages that may arise from the delay.
The agreed prices of the supplies/services ordered, will be considered fixed. They include, unless otherwise agreed, all expenses related to supplies and services provided by the supplier.
Delivery of supplies must be made on the date, at the place and under the conditions agreed with UMEC SL.
The type and quantity of the product purchased, as well as the delivery period, are binding in the delivery orders. The authorisation of UMEC SL will be required for the acceptance of partial deliveries; except in the case of parts of complete orders.
Each delivery must be accompanied by a delivery note in which appears the order number indicated by UMEC SL and the content, ordered by type and quantity.
The delivery of the product will be made, as a general rule, in standard non-reusable packaging. In the case of using reusable packaging, it will be the supplier who provides the packaging on loan. The return of the packaging will be undertaken at the risk of the supplier. The packaging of the products will be appropriate for transport, preservation and storage. Damage caused by packaging defects will be borne by the supplier.
The general conditions for sending materials will be DDP in UMEC SL except express agreement of other conditions.
UMEC SL reserves the right to inspect all materials and/or equipment requested at the place of manufacture or storage and to check that the requested services are carried out in accordance with the agreement. To this end, persons authorised by UMEC SL, its customers and regulatory authorities shall have free access at all times and for the duration of the contract to the facilities of the supplier or its subcontractors and be able to request all applicable registrations. Said inspection shall be carried out in a manner that does not unreasonably delay deliveries and/or the work of the supplier.
When finished, the corresponding quality control will be carried out. In the case of not complying with the agreement, the supplier will be notified and will be responsible for all expenses derived from any changes needing to be made..
All documents related to the product and its manufacture (manufacturing plans, inspections, material certificates, etc.) and generated during the project must be kept at the disposal of UMEC, SL for at least 3 years after the document is issued. In the case of subcontracting any operation, prior to approval by UMEC, SL, the supplier must ensure that all defined contractual requirements are met. Any change in the definition of the product and/or manufacturing process, including non-satisfactory product concessions, must be approved by UMEC, SL.
The reception of goods will be made with reservation of the right to check for deficiencies, and especially that delivery is correct and complete. Once said verification has been made in the days following delivery, any defects found will be the subject of an immediate complaint by UMEC SL to the supplier with the cost of returning the material, in all cases, at the expense of the supplier.
The legal dispositions concerning encumbrances and hidden defects will be applied, excepting that in the present conditions another period is established.
The supplier guarantees the products/services against any defect and for the period established by law. During this warranty period, the supplier undertakes to replace or repair defective products and perform any additional services to obtain a result that is in accordance with the agreement, at no cost to UMEC SL.
Invoices will be sent to the accounting department of UMEC SL at maximum within a period of one week after the delivery or termination of the service in order to keep within due dates. In these invoices, reference must be made to UMEC SL's order number, denomination, tax number and delivery note number of the supplier. Invoices for products delivered other than to the facilities of UMEC SL must also be accompanied by a copy of the delivery note stamped/signed by the recipient of the goods.
Payment to the supplier will be made within 60 days from the date of receipt of the invoice, and will be made by bank transfer from the IBAN account ES37 0128 0400 610100112685.
Payments do not imply any acknowledgment 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 SL – without prejudice to other rights – reserves the right to withhold payments of debts resulting from the commercial relationship, up to a reasonable amount, until the services or supplies have been properly fulfilled.
The technical documentation, tools, designs, specifications of factory norms, tools, etc. that UMEC SL puts at the disposal of the supplier will remain the property of UMEC SL, which retains all intellectual and industrial property rights over said technical documentation, tools, designs, specifications of factory norms, tools, etc. Documentation and tooling, together with all duplicates made, must be returned to UMEC SL. immediately after the service or supply of the ordered product has been effected. The supplier may only use the aforementioned objects and documents to execute the order; and may not reassign them or grant unauthorised third parties access to them.
The supplier is obliged to treat confidentially all commercial and technical details of which they have been granted knowledge due to the commercial relationship and which are not in the public domain; not being allowed to transfer said details in any way to third parties.
In compliance with the provisions of Organic Law 15/1999 of 13 December on Data Protection, the supplier is hereby informed that the supplier's data will be incorporated into a file by UMEC SL, for its treatment and use for the purposes contracted; allowing for it to be assigned to companies and distributors related to UMEC SL.
UMEC SL uses such data with the utmost confidentiality, and agrees not to use it for a purpose other than that for which they have been collected, as well as to preserve it with appropriate measures to ensure its safety and avoid its alteration, loss, use or unauthorised access. UMEC SL undertakes to maintain professional secrecy with respect to the aforementioned personal data, even after the contractual relationship has ended.
The supplier may exercise their rights of access, rectification and cancellation, by communicating in writing to the registered office of UMEC SL, Polígono industrial Maplica, Grupo Gregorio Quejido, naves 44 y 45, 50016 Zaragoza.
The present relationship will be governed by Spanish legislation. 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 acts or transactions contemplated therein.
Any dispute concerning the interpretation or execution of these General Conditions of Purchase will be sent exclusively to the Courts and Tribunals of Zaragoza, without taking into account the place of delivery or the means of payment accepted.
The supplier or subcontractor will plan, implement and control the processes, appropriate for the organisation and the product, to avoid, detect, mitigate and provide parts and materials suspected of being fraudulent/counterfeit.
