General Terms of Business of Carrasco Tool Components, S.A. for the supply of standard and special (customised) tool components.
1) General considerations:
The following General Terms of Business shall apply to any trade of Carrasco Tool Components, S.A. (“Supplier”) within the field of components for tools or similar, standard (catalogue) or special (customised production) and, in general, to any product manufactured, mounted, purchased and sold by the Supplier.
These General Terms will be considered the legal basis for any contract signed by the Supplier, except in the case of orders or special agreements, in which its application is expressly excluded through a written agreement.
The following General Terms shall apply to any contract or order (including the orders made as “open” or “scheduled”) and will be considered automatically accepted by the Customer when carrying out the order.
Amendment by the Supplier of the General Terms therein shall not affect contracts already concluded.
Flyers, sales brochures, ads, internet content, samples, catalogues, price lists and any other information used or sent by the Supplier to the Customer, before or during the execution of the supply, shall not be considered substantial contractual elements.
All the orders shall be made by the Customer in writing and shall be given to the Supplier by fax or e-mail.
An order is any document that includes the identifying elements of the supply that is to be carried out in terms of amounts, types of products and prices.
The order will become a binding contract both in the case of the express acceptance by the Supplier (by fax or e-mail) and in the case of carrying out the first supply accepted by the Supplier.
2.1) “Closed” Order:
A “closed” order is the one showing the quantities, prices, other conditions and delivery terms, of the product and that, moreover, have been expressly accepted by the Supplier.
2.2) “Open” and “Scheduled” Order:
An “open” order is the one showing, after having specified and detailed the type of product to be supplied and the unit-price, the estimated amount of the product that must be consumed by the Customer within an explicit period of time which must be agreed between the Supplier and the Customer.
The quantities and delivery terms will not be considered binding for the Supplier.
A “scheduled” order is the one showing, after having specified and detailed the type of product to be supplied and the unit-price, a minimum and maximum quantity of the product that must be delivered to a pre-set schedule.
Each “open” or “scheduled” order must become, within an agreed lead time, a “closed” order that must be submitted to the Supplier’s acceptance. This order shall expressly specify the quantities and delivery terms of the product ordered by the Customer.
The Supplier is not required to ensure the delivery of additional quantities of the product, or deadlines for such deliveries that are too difficult to comply with.
2.3) Order alterations:
Any modification of the contract the Customer could request, including the “open” and/or “scheduled” orders, must be expressly accepted by the Supplier.
2.4) Cancelation of a “closed” order, or decrease of an “open” or “scheduled” order below the minimum quantities established:
Cancelation or alteration requests of “closed”, “open” or “scheduled” orders will require prior conformity, in writing, on the Supplier, who would report on the eventual cost of acceptance. Otherwise, the Customer will be responsible for the order as it has been manufactured.
2.5) Orders of special components (Customised production):
The Customer is responsible for providing a breakdown of all the specifications needed for a correct manufacture of the component. No claims will be accepted about specifications that have not been indicated and have been left at the Supplier’s judgement.
Any changes or cancelation carried out more than 24 hours after making the order, except if the manufacture has not started yet, will not be accepted.
The acceptance of an order of special Products is subject to the receipt of an amount equivalent to 30 % of the value of such an order. The turnover of the remaining 70 % will be carried out according to the terms usually established with the Customer.
Special Products returns will not be accepted.
3.1) Destination of the Product:
The Supplier undertakes to manufacture the product in accordance with the technical specifications agreed with the Customer. The Customer shall be responsible for the use of the Product. At the reception of the Product, the Customer expressly ensures that the Product corresponds to his needs and it is suitable for the use and purposes notified to the Supplier.
The Supplier shall be solely responsible for its own activities and the proper manufacturing of the Product supplied, which shall have the characteristics specified on the order.
The supplier will not be considered responsible for the defects of the product, if these defects rely on:
- Planning or design errors, if these activities are carried out by the Customer or by third parties on behalf of the Customer.
- Treatment or manipulation carried out without the Supplier’s consent.
- Use made of the Product that is different, not permitted, abnormal, atypical or unusual.
- Defects of the Product because of its storage, transport, conservation or handling.
- Normal wear of the Product or damage attributable to the Customer or a third party.
- Failure to comply with the Supplier’s recommendations, requirements or suggestions regarding the maintenance, conservation and use of the Product.
3.3) Packaging of the Product:
The Supplier shall deliver the Product properly packed in accordance with the regulations in force on safety and health.
These activities will be carried out in such a way to ensure the proper conservation of the technical and functional characteristics of the Product supplied.
4) Intellectual property and privacy:
4.1) Intellectual Property Rights:
Any document, plan, estimate, technical report, evaluation, offer, analysis, as well as any other data or document exchanged for any reason between the Customer and the Supplier, before or after the execution of the order, shall be considered as delivered exclusively for the specific application for which they are intended. This transmission does not imply any transfer of ownership or right of use.
Customer and Supplier shall keep their own property rights, including intellectual property right, on all the documents that may be exchanged.
Customer and Supplier are mutually obliged to maximum privacy and secrecy, with regard to the existence and content of documents that have to be exchanged.
In case of using a material that is to be exchanged other than in the allowed and expected way, the injured party is entitled to compensation for loss or damage.
5) Product delivery, transport, inspection and acceptance:
5.1) Delivery promises:
Except from the cases of immediate delivery, the deadlines previously indicated on our confirmation of order shall be respected with the exception of cases of force majeure. The buyer will be notified in advance of any delays that may occur because of manufacture difficulties or alterations, not assuming any kind of penalty for this concept.
5.2) Delivery terms:
Unless otherwise agreed in writing, the delivery of the Product will be carried out “Ex –Works” (Incoterms 2010). From that date onwards, all risks and responsibilities related to the Product will be moved to the Customer.
The Supplier shall send a “goods ready for delivery” notice in due course. The Customer shall receive the Product at the date indicated on the notice.
Unless something else is arranged on the order, transport shall always be at the risk of the Customer.
The Supplier reserves his right to accept applications of partial deliveries of the ordered Product.
5.4) Control of quantities and types of Product delivered:
Any dispute or reserve concerning visible defects of the packages or of the Product or concerning quality or quantity differences compared to the delivery note coming with the Product shall be immediately wrote down on the “Delivery note”.
A copy of the “Delivery note” with a record of the reserves or the bid protest shall be delivered to the Supplier. In the absence of reserves set forth on the “Delivery note”, the Product shall be considered accepted.
From the moment of the goods delivery or, if needed be, after the deadline of ten (10) days and in the absence of claims, the delivered Product shall be considered definitely accepted. By no means is the Supplier obliged to replace the product delivered after its acceptance by the Customer.
Anyhow, no return of no kind shall be accepted without the Supplier’s prior consent.
6) Contingency and force majeure clause:
The Supplier may cease its delivery obligations or any other contractual commitment with the Customer in case of given circumstances of force majeure or accidents caused by nature forces, this meaning no breach of contract at all, and the deadline for the fulfillment of the obligation shall be extended accordingly for the entire time that the force majeure event lasts.
The prices of the standard products (Carrasco catalogue) will be those in force according to the general price lists and may change without prior notice.
The prices of the special products (customised production) will be offered according to budget in each case. The Customer shall send, preferably, 2D/3D CAD drawings.
In case of necessity of creation of CAD drawings, the Supplier will apply the price rate for this service (see 7.1).
Unless otherwise agreed, the sale prices shall be considered net, the taxes deducted and any other expense (import expenses,…), and, in any case, shall be “EXW” (Incoterms 2010).
The sale prices are expressed in Euros.
7.1) Prices of additional services:
The general price lists in force will be applied for the following additional services:
- Quality certificate issue.
- Cut to length of commercial components.
- Special marking.
- Digitalisation and creation of CAD drawings.
- Transport terms.
7.2) Validity of offers:
The validity of offers will be of 30 days.
7.3) Minimum order:
A fixed amount will be applied as management cost, the value of which being € 12,00, for orders under € 100,00 (VAT not included).
The Buyer shall make the corresponding payments in accordance with the terms established. In any case, non-payment of goods served shall entitle the Supplier, when applicable, not issuing the rest of the order or orders the supply of which may be pending, without prejudice to the exercise of the actions it considers appropriate for the collection of the supply carried out and/or the amount due by the Buyer.
8.1) Terms of payment:
Unless determined otherwise in our offer, payment must be made within 60 days of the date of issue of the invoice and according to Law 15/2010 of 5 of July 2010.
8.2) Delays in payment:
In the event of non-payment of the total or partial product within the conditions laid down in paragraph 8.1, the Supplier may choose to terminate the contract or not. In both cases, the Supplier shall be entitled to apply interests until the effective date of payment which will be EURIBOR + 2%.
8.3) Safeguard of property rights:
The Product is supplied subject to the “Retention of Property Rights” clause, i.e., which means it is made with retention of title in the Supplier’s favour, and, therefore, the Product shall remain the Supplier’s property until full payment of any debt.
For resolution or interpretation of any dispute or issue concerning sales and its consequences, the competent Courts and Tribunals will be the ones of Barcelona.