1. Purpose and Scope of Application
This document sets out the basic terms of contracts governing the relationship between the company OBEKI ELECTRIC MACHINES, S.L.U. (hereinafter Purchaser) and the counterparty (the Supplier) for the procurement of equipment and materials.
These basic conditions are part of the contractual relationship and regulate the mutual rights and obligations not specifically addressed in the remaining contractual documentation. The Supplier declares to know and accept its contents.
Any exception to these basic conditions by the Supplier will only be valid if made in writing and similarly accepted by the Purchaser. Such exceptions will only apply to a particular contract or order and may not be extended to other contracts or past or future orders.
2. Responsibility for the Labor and Materials
a) The Supplier shall be responsible for the provision to be implemented in accordance with the terms and conditions of the Purchase Order and according to the standards required in each case.
b) No modification of the terms and conditions of the Purchase Order will be valid unless mutually agreed in writing by both parties.
c) All Purchase Orders must be accepted and fulfilled in their entirety, partial compliance being prohibited unless expressly authorized in writing by the issuing entity.
3. Link to the General Terms of Purchase
The delivery of the order acknowledgment by the Supplier or the provision of material implies the recognition and acceptance of these General Terms of Purchase.
4. Transfer of Property and Risk of Loss
The property and risk of loss or damage to equipment and materials will be transferred from the Supplier to the Purchaser at the moment they have been delivered and unloaded at the destination point indicated in the contractual documentation.
5. Quality Management
a) The Supplier is responsible for conducting inspections and tests required in the contract documentation for equipment and materials.
b) The Purchaser and its representatives shall have access to the Supplier’s workshop and suppliers to conduct appropriate monitoring and quality activities.
6. Orders Subjected to a Quality Assurance Program for Nuclear Power Plants
a) The Purchaser shall have access to the Supplier’s workshop to conduct inspection, supervision, or audit activities when necessary.
b) Quality assurance requirements shall be identified.
d) If FALSE or FRAUDULENT material is received or identified (according to the UNESA CEN-41 GUIDE), the material must be identified and segregated until its authenticity is verified. Actions derived from the supplier may be managed by the purchasing or quality department to determine responsibilities and scope.
7. Inspection, Tests & Trials
a) The Purchaser reserves the right to inspect the equipment and/or materials of the Purchase Order on the Supplier’s premises during manufacture or after receipt.
b) If materials or equipment do not meet the Purchase Order requirements, the Purchaser may reject them irrevocably and transport costs will be borne by the Supplier.
c) Acceptance of materials by the Purchaser does not relieve the Supplier of guarantee obligations.
8. Guarantees
a) The operational guarantee covers suitability for the specified function. The Supplier is responsible for the supplied material for 12 months from commissioning or 18 months from delivery, whichever occurs first, unless otherwise agreed.
b) The Supplier shall repair or replace defects at its expense within 15 days of notification by the Purchaser. The repaired or replaced items will be covered by the same guarantee.
c) This guarantee supplements any other specified in technical specifications.
d) The Supplier’s guarantee extends to direct or indirect damages to the Purchaser or third parties. The Supplier must hold adequate civil liability insurance covering all damages.
9. Transport & Packing
a) Unless otherwise stated, transport shall be at the Supplier’s cost and risk to the Purchaser’s workshop in Ibarra (Guipúzcoa).
b) All materials must be packed according to commercial standards to prevent damage during transport.
c) Packages must be secured and materials protected from atmospheric agents, corrosion, temperature extremes, and poor handling.
d) Packing volume must be minimized as far as possible.
e) All packing shall be marked according to Purchase Order specifications.
10. Delivery Time and Penalties for Late Delivery
The delivery date shall be as stated in the Purchase Order and is fixed and non-extendable unless expressly authorized in writing by the Purchaser.
If delivery is late, the Purchaser may:
- a) Reject the material, cancel the order, and claim damages. Receipt after the deadline does not prevent cancellation if exercised within 7 days.
- b) Apply a penalty of 1% of the order value per week of delay (with a 7-day grace period), up to a maximum of 10%.
11. Drawings
a) All drawings, designs, models, and specifications supplied by the Purchaser are its exclusive property, confidential, and may not be shown or used without prior written consent.
b) Manuals, spare parts catalogs, installation instructions, and similar documents shall be provided at no cost and in the required quantities and dates.
12. Jurisdiction
Any dispute shall be subject to the jurisdiction of the courts of San Sebastián, with express waiver of any other jurisdiction. Spanish law shall apply.
13. Price Fix
Prices in the Purchase Order are fixed and cannot be increased. If the Purchase Order does not set a price, it will be determined according to agreed criteria or previous comparable prices, or otherwise market prices.
14. Review of Purchase Order
a) The Purchaser may modify the Purchase Order by issuing a revision affecting:
- 1. Drawings, designs, or specifications requiring special manufacturing.
- 2. Method of shipment or packing.
- 3. Place of delivery.
b) Within 15 days of receiving a modification, the Supplier must inform the Purchaser of any price or delivery adjustments. Once agreed, a reviewed Purchase Order will be issued.
15. Delivery Notes
Delivery notes must include:
- 1. Supplier’s delivery note number.
- 2. Purchaser’s Purchase Order number.
- 3. Purchaser’s item reference code.
- 4. Number of pieces.
- 5. Price.
16. Invoicing and Payment to Supplier
a) Invoices must include required legal details and explicitly state the order number, tax base, withholdings, VAT, and total amount.
b) Invoices must be sent after shipment. Regular biweekly or monthly invoicing is allowed but must reach the Purchaser within 10 days of the following month; otherwise payment will be deferred.
c) Invoices must indicate date, Purchase Order number, and delivery note number.
d) Materials or services must be described according to Purchase Order terminology.
e) Discounts must be stated.
f) Invoices not meeting requirements will not be accepted.
g) Payment term is 90 days from correct invoice receipt unless otherwise specified.
h) Payment method: Certified Payment.
i) Payment date: Day 30 of each month.
17. Confidential Information
The Supplier must maintain absolute confidentiality regarding all information obtained from the Purchaser, except information in the public domain or required by authorities.
18. Processing of Personal Data
a) Personal data accessed by the Supplier may only be used to fulfill the contract and may not be transferred to third parties.
b) The Supplier shall take appropriate technical and organizational measures to ensure data security and prevent alteration, loss, unauthorized access, or treatment.
19. Disputes Clauses – Resolution of the Purchase Order or Contract – Cancellations
The Purchase Order or contract may be terminated by mutual agreement, with work stopped immediately and settlement negotiated.
The Purchaser may cancel the order partially or entirely if Supplier delays jeopardize delivery.
Cancellation without compensation may occur in cases of:
- a) Bankruptcy, insolvency, restructuring, or death of the Supplier.
- b) Non-compliance with the Purchase Order.
- d) Repeated technical or safety non-compliance.
- e) Unauthorized subcontracting.
- f) Suspension or paralysis of work attributable to the Supplier.
- g) Delivery time exceeding contractual deadlines causing damage.
- h) Any repeated serious breach of obligations.
- i) Requirement by judicial or administrative authority.
- j) Purchaser may terminate at any time with 6-month written notice.
Upon termination notice, the Supplier shall stop all work and payments will be suspended until issues are reconciled. Damages may be claimed.