1. Scope
The present Purchase Conditions shall apply to all commercial relations between LERRASA HIDRAULICA, SAU (hereafter, LEHISA) and the SUPPLIER, as far as the purchase of materials (capital goods and raw materials) by LEHISA from the SUPPLIER is concerned.
2. Delivery place and delivery time
Unless otherwise agreed, the delivery of materials purchased by LEHISA shall be made at the address displayed in LEHISA’s purchase order within the delivery and download time laid down therein.
3. Offers
All offers issued by the SUPPLIER shall only be binding upon that party; the commercial relationship between both parties shall be concluded only with LEHISA’s written purchase order.
4. Orders
The acceptance of LEHISA’s purchase order, the performance of any work or the implementation of any action by the SUPPLIER implying the enforcement of the purchase order, shall have the effect of the acceptance of the purchase order and shall be considered as the approval by the SUPPLIER of the conditions in the order (Quantity, Characteristics, Quality, Price, Location and Delivery Time) and in the present document; any other conditions of the SUPPLIER shall only become applicable if LEHISA accepts them expressly.
5. Price and payment
LEHISA shall pay the price stipulated in its order. Payments conditions and date of payment shall be specified in the purchase order.
6. Delivery time and penalty clause
The SUPPLIER shall deliver or send the materials within the time-limit stipulated in the LEHISA’s purchase order.
In case of non-compliance of the time-limit for delivery by the SUPPLIER, LEHISA may choose among the following penalties:
1. simply annul the purchase order due to the contractual non-compliance by the supplier.
2. reject materials delivered beyond the time-limit with a partial termination of the purchase order.
3. impose penalty charges at the rate of 5% per each week of delay; such penalty charges shall be applied to the price of the purchase order.
4. impose on the SUPPLIER the amount or indemnity that LEHISA must pay its client for its own default caused by the delayed delivery of materials by the SUPPLIER.
The amounts of penalty charges may be deducted from the price or amounts due by LEHISA to the SUPPLIER. LEHISA reserves the right to claim damages caused by the SUPPLIER without prejudice to the imposition of any other penalty described above, and including communication expenses, costs and trips related to claims for payment of the order.
7. Raw materials and its inventory
When LEHISA delivers to the SUPPLIER raw materials (scrap) for its processing into a different product that the latter will purchase subsequently by means of the corresponding purchase orders, the SUPPLIER must notify within 48 hours of the delivery of the raw material in the premises, the exact percentage of humidity of the raw material, because otherwise no penalty to the SUPPLIER will be permitted if that humidity exceeds the 3% mark, as it will be assumed that the source of the humidity is due to the SUPPLIER.
The raw material supplied by LEHISA to the SUPPLIER is property of LEHISA and shall be stored in the premises of the SUPPLIER until being processed, without any charges for LEHISA; the SUPPLIER shall inform LEHISA in writing about the inventory of raw material on every occasion that raw material is processed and sold to LEHISA in conformity with accepted purchase orders.
The raw material that LEHISA deposits at the premises of the SUPPLIER shall exclusively be used by LEHISA and shall not be used for orders fulfilling orders of other CLIENTS that the SUPPLIER may have.
8. Transport and packaging
The goods shall be adequately packaged and attached by the SUPPLIER, so that they reach their destination at the location indicated by LEHISA in perfect conditions, where they shall be unloaded. The SUPPLIER shall contract the transport and shall pay for it, being solely responsible party for the transport of the materials and it remaining the owner of the materials until these are unloaded at the location indicated in LEHISA’s purchase order which corresponds to the moment at which the materials are deemed to be delivered and their title transferred to LEHISA. The latter provision applies unless LEHISA’s purchase order determines expressly otherwise.
9. Receipt of the merchandise / materials
When the materials reach the location specified in LEHISA’s purchase order, unloading shall take place provided the materials comply at first sight with the stipulated conditions and characteristics; LEHISA reserves the right to object to, or to reject the materials (freight collect) if later upon performing the adequate quality and quantity controls it appears that the materials do not comply with the contractual requirements.
At the time of delivery of the materials, the SUPPLIER must hand over the documentation stipulated in the purchase order warranting the conditions and characteristics of the materials.
LEHISA shall review and inspect the quality and quantity of the materials delivered by the SUPPLIER, in order to report all hidden defects of the consignments. The time limit for reporting hidden defects is set at 6 months after delivery.
9.1 INSPECTION AND REJECTION OF PRODUCTS
In the event that the delivered products do not comply with the provisions of Condition 4, LEHISA shall be entitled to reject them and it may choose to set aside the purchase order in its entirety or in part with respect to the products or portion of the pertinent products, or to demand from the SUPPLIER the delivery of products complying with the stipulated conditions within not more than seventy two (72) hours from notification of the report about dissatisfaction with the delivered products to the supplier, unless the parties have agreed another term in writing.
After delivery of the products in compliance with Condition 4, LEHISA shall undertake only random checks at the reception of the merchandises, being understood that the responsibility of the supplier for the quality of his products is not entirely set aside by this fact.
LEHISA shall notify the supplier in writing about its rejection in whole or in part of products and the reasons for it, when these can be identified at first sight, and the option chosen among the choices foreseen in the previous paragraph within four days following the timely receipt of the products in accordance with the first paragraph of the present Condition 6. The supplier shall collect the rejected products within the time period set by LEHISA in the notification, or request authorization for its destruction or return, in both cases at the expense of the supplier and, in any case, without prejudice to the claim for damages that may be introduced by LEHISA.
10. Liability for defective materials
Costs related to the repair, delivery, transport, replacement, among others, of defective materials shall be borne by the SUPPLIER.
If the supplier refrains from undertaking the repairs within the stipulated time period, LEHISA shall be entitled to perform such repairs on its own and at the expense of the SUPPLIER, being such costs invoiced to the latter. This stipulation is without prejudice to the penalties that shall be borne by the SUPPLIER to the benefit of LEHISA in accordance with Condition 6.4 of the present Purchase Conditions, if delays occur in the delivery of orders to LEHISA’s final client on the basis of defective materials.
Contractual compensation: Any amount owed by the supplier to LEHISA under the present Conditions may be offset by LEHISA with any amount owed by LEHISA to the supplier on whatever account. LEHISA shall be entitled to retain payment of the purchase price for products as guaranty for the payment of such amounts until compensation is completed.
Possible errors in invoices and returns caused by rejections for reason of quality, quantity, price, etc. shall generate the corresponding debit note. The supplier shall issue in due course a credit note, whose amount shall be deducted from his invoice. If the credit note is not received within 30 days, the invoice is considered non-conforming, rejected, its amount is considered not posted and the relevant invoices shall be returned.
11. Assignment and subcontracting
The SUPPLIER shall not be entitled to assign its rights and duties under a purchase order in the absence of written consent given by LEHISA.
The SUPPLIER shall not be entitled to subcontract the purchase order, or a part thereof in the absence of prior written consent by LEHISA. Such consent shall not relieve the SUPPLIER from any of its obligations under the purchase order and the present conditions.
12. Non-compliance by the SUPPLIER
In the event of non-compliance, or of lack of timely or adequate compliance by the SUPPLIER, as well as in case of insolvency proceedings, dissolution or liquidation of the company, LEHISA shall be entitled to notify the entire or partial cancellation of the purchase order, or the total or partial suspension of its implementation. This shall be made by means of a reliable notification and no subsequent notice of non-compliance or action by tribunals shall be required. This shall be without prejudice to other rights in favour of LEHISA.
13. Data protection and confidentiality
According to the GDPR, on the Protection of Personal Data, personal data supplied by the SUPPLIER shall be included in LEHISA’s register of suppliers in view of managing the contractual relationship, controlling and administering purchases and the corresponding payments.
LEHISA shall treat with utmost confidentiality such data and undertakes not to use them with an objective different from that for which they were collected. It also undertakes to keep such data under conditions that ensure their security and avoid their modification, loss, or unauthorized treatment or access.
The SUPPLIER authorizes LEHISA to keep such data for five years after implementation of the contract.
The SUPPLIER has the opportunity to exercise its right to access, correct, cancel and oppose by means of a written communication to the Head of Data Protection at LEHISA with seat in calle Balmes nº 14, 08291 Ripollet (Barcelona).
The SUPPLIER assures LEHISA that it will keep absolute confidentiality over any information, document or product owned by LEHISA that is handed over to it during the accomplishment of their commercial relations.
14. Language
In case of differences between the text in Spanish language and in any other language with respect to the purchase of materials, the Spanish text shall prevail.
15. Applicable law and jurisdiction
All commercial relations between LEHISA and the SUPPLIER are subject to Spanish law. The parties waive their rights to any other Code or jurisdiction to which they may be entitled and agree to submit their differences or disputes on the validity, interpretation, compliance or implementation of the Purchase Conditions and to any act deriving therefrom to the Courts with jurisdiction at LEHISA’s seat.