Terms and Conditions

1. General

Only written orders on our official printed form will be considered valid. In order to be considered valid, all verbal/telephonic agreements, including modifications, must be ratified in writing.

Clauses of International commerce will be interpreted according to incoterms 2010 unless general purchasing conditions or any other specific agreements state the contrary.

These general conditions are subsidiary to the particular conditions application. In the case of a conflict between the general and particular conditions, the latter shall prevail over the former.

Under no circumstances will supplier’s particular conditions of sale be accepted unless it is expressly accepted in writing, partially or in full or it is specified in the particular conditions of each contract. Consequently, the inclusion of Supplier’s general conditions of sale in the sales orders, order acceptance documents or any other similar document of Supplier shall in no way be accepted.

2. Order acceptance

The Supplier will return the corresponding acceptance sheet within no more than 10 days (via e-mail/post) or SCP/SINTERSA reserves the right to cancel the order should the Supplier not fulfill these requirements.

In the event of no response from Supplier, it shall be assumed that the purchase order has been accepted.

If applicable and/or if indicated on the purchase order, the supplier or subcontractor shall indicate the identification and status of revision of the specifications, drawings, requirements of the process, inspection/verification instructions and other relevant technical information.

In the case of test samples and/or IPA requirement of the product, all requirements for approval of design, inspection/verification, investigation or auditing must be indicated.

3. Prices

Prices will be considered firm once confirmation is received. Increase will not be admitted unless it is authorized in writing via the corresponding modification of the order by a SCP/SINTERSA member of the purchasing department.

4. Delivery conditions

In order to ease handling, transport, storage tasks, all dispatches must be accompanied with corresponding delivery notes, customs invoice when it is needed, and certificates of conformity, in which will figure the order number, description of the order and SCP/SINTERSA codes and the quantity sent. Acceptance of the merchandise will depend on final reception by our Quality Control department or any other department assigned to this effect. Supplier will be responsible for damage during transport due to defective packaging, in which case SCP/SINTERSA reserves the right to return the material with no further obligations.

5. Deliveries

Acceptance of orders obliges the Supplier to fulfil the delivery dates agreed and confirmed in the purchasing order, with SCP/SINTERSA reserving the right to cancel orders in the case of non-fulfilment, and//or the application of a 2% (two percent) penalty of the total purchase value (or, when applicable, the proportional part thereof) per week or fraction up to a maximum of 20% of the total order value for delays in deliveries received after confirmation date. Anticipated deliveries will not be approved unless with express approval in writing.

6. Rejected material

In the case of non-acceptance of goods or part of as a consequence of non-fulfilment order required, the rejected material will be returned to the Supplier at his own cost. The said material will not be substituted without the express acceptance by SCP/SINTERSA.

7. Invoices

All invoices must be presented with original and two copies and include exclusively the amount corresponding to one single order or be sent by email. All invoices that do not comply with this regulation will be returned. Invoices must include:

Number of Supplier indicated in purchasing order
Number of purchasing order and delivery note/packing slip number
Entity details (Social name and address, and VAT number) of the company to be invoice to Suministros de Conectores Profesionales S.A (SCP) or Sistemas de Interconexión S.A (SINTERSA).
Invoice number, Date, Name, Address and Tax identification Number of the Supplying company

Invoices that do not specify the above will be returned.

8. Payment

Unless otherwise specified, payment will be via cheque or bank transfer (via swift) at 60 days from reception date) with payment days being 5th and 20th of each month. In case of payment in advance, the SCP/SINTERSA may demand a bank guarantee or the Supplier bank details/conditions; any documents required to this transaction will be given to SCP/SINTERSA representative before being made effective. Payments of invoices which are due during August will be moved/paid to the same dates in the month of September.

9. Insurance

Unless otherwise specified, transfer of risks and insurance will be according to Incoterms 2010 pointed out in each purchase order.

10. Applicable Law, Jurisdiction and Competence

Under these General Terms and Conditions of Purchase the contractual relations between SCP/SINTERSA and the Customer shall be governed solely by Spanish Law; consequently, the parties, expressly waiving their own venues, shall abide by the exclusive jurisdiction of the Courts and Tribunals of the city of Madrid.

11. NOTIFICATIONS:

It is compulsory for the Supplier to notify in writing to SCP/SINTERSA, if the material supplied:

Is not valid/correct or has a quality incidence.
Has suffered any change: in the product itself and/or the process, of the manufacturer, factory address etc. The Supplier has to get SCP/SINTERSA approval in writing for any changes made.
Has any element of risk in any of the order´s lines.
Is object of obsolescence.
Is on the presence of Conflict Minerals.
Is under regulation of Export Control of any country and/or is affected by the ITAR regulation
Does not comply with the RoHS directive
Does not comply with the REACH compliance and the supplier has the obligation to inform if the material includes any substance affected by any restriction

Be aware that in its defect of notification, it is understood that the material is not considered as such.

12. Warranty Period

The material and/or equipment is subject to the minimum warranty granted by the Supplier lasting for 12 month, since the day of successful delivery and acceptance (with no remarks).

13. Non-Disclosure Agreement / Confidentiality:

The Parties undertake to give confidential treatment to all the documents, data, materials and information provided by the one to the other and not to disclose them to third parties or to use them for any purpose other than that of fulfilment and development of the supply and the commercial relationship, except when the consent of the other party has been recorded in writing.

This obligation shall remain after the termination of business relations between the Parties.

14. Intellectual and Industrial Property

At all times Supplier guarantees to SCP/SINTERSA that neither its product nor the manufacture thereof or any other processes associated with the manufacture or the service rendered, as applicable, infringe any intellectual and/or industrial property rights.

Supplier expressly undertakes to hold SCP/SINTERSA harmless and to accept all costs (including those of legal defense) associated with whatsoever type of third-party claim for breach of intellectual or industrial property rights for the material, equipment or services supplied or rendered by Supplier.

15. OTHERS: For aeronautic and military material, please, be aware that:

All the requirements of this order could be under revision of the Official Quality Assurance. Therefore, if there is any activity of risk coming from a subcontractor will be identified and notified to the Official Quality Assurance, as well as any modification or adding made.
All documentation from the transactions should be kept in perfect conditions (should be legible & easily identified) and should be able to be recovered within at least 7 years from the date of delivery.
Right to Access: SCP/SINTERSA reserves the right of access of the Supplier´s organization, as well as its client and the authorities regulatory to the applicable areas of all facilities, at any level of the supply chain, including all involved orders and all applicable records.
The supplier must have a process to detect false parts, including their documentation to avoid sending them to SCP / SINTERSA.
The supplier has to make sure that its personnel is aware of:
Their contribution to the conformity of the product or service
Their contribution to product safety
The importance of ethical behavior9