PURCHASING GENERAL CONDITIONS (Materials and Services)

1. DEFINITIONS. – In this document, “Supplier” or “Contractor” means the entity to which the Order is placed and “Buyer” means the company AIRSEC S.A (hereinafter SECGROUP). The present conditions will be applicable as long as no other different conditions are expressly indicated in the Order.

2. ACCEPTANCE OF THE ORDER. – The Supplier accepts that the Order contains the definitive agreement between the Buyer and the Supplier and that no other agreement exists that modifies the terms, conditions or specifications of the Order, unless it has been subsequently made in writing and accepted by both parties. The Supplier shall return the duplicate within fifteen days from the date of the Order. The initiation of the execution of an order without the return of the duplicate by the Supplier implies the unreserved acceptance of all the stipulations of the order. The supplier may be subject to continuous assessment.

3. OFFERS. – All terms, conditions and specifications included or attached to the Supplier’s Offer and related communication not expressly referred to in the Order shall be considered void.

4. PRICES. – The prices indicated in the Order shall be firm and not subject to revision, unless expressly indicated. These are understood to be for goods packed on the vehicle at the delivery point indicated therein, including transport and insurance in the case of a price at destination. No changes to the prices indicated in the Order shall be accepted in the invoice. The supplier shall be responsible for any difference in freight, carriage and other costs arising from failure to comply with the shipping instructions specified in the Order. The payment of the Order price shall not imply any waiver of the Buyer’s rights stipulated in the Order.

5. INSPECTION. – The Purchaser reserves the right to carry out, by itself or by authorised representatives, the inspections it deems appropriate during the construction or execution of the work, both in the Supplier’s workshops and in those of its subcontractors. This Inspection shall not exempt the Supplier or Contractor from its guarantees and responsibility to supply the material and/or equipment or to perform the service in strict accordance with the specifications or conditions stipulated.

6. PACKAGING. – All goods shall be sent properly and carefully packed and documented so that they arrive at their destination in due condition. The Supplier shall be responsible for any damage due to poor packaging.

7. DELIVERY. – It will be carried out when the Supplier makes the material and/or equipment subject to the Order available to the Purchaser at the place indicated in the Order, or performs the service contracted.
8. ALTERATIONS OR MODIFICATIONS. – Any substitution, change, delivery delay or variation in the conditions of this order will not be accepted if they have not been previously accepted in writing by SECGROUP.

9. CONTRACTOR’S EMPLOYEES. – Access to SECGROUP’s installations will be by means of a card provided by the surveillance service, upon presentation of: – The documentation corresponding to the activities carried out by the company.
– Documentation accrediting that all the staff are registered with the Social Security and that they are up to date with the payment of the same. – Have a policy covering General Civil Responsibility, including employer’s liability. – Certification of being up to date with tax obligations. In case of breach, by the contractor, of the regulations referred to in the preceding paragraphs, or any other regulation of a labour or social nature, SECGROUP reserves the right to pass on to the contractor the amount he is obliged to pay as a result of joint and several liability, and may deduct it from the outstanding invoices. The Contractor undertakes to comply with the internal rules of SECGROUP accepting the requirements and penalties that may arise from breaches of these rules and to carry out the contracted work itself, not being able to subcontract without the prior and specific authorization of SECGROUP. The obligations described above extend to the Contractor’s subcontractors, the latter being responsible for their compliance.

10. PREVENTION OF OCCUPATIONAL RISKS. – The Contractor is obliged to comply with occupational risk legislation. He is especially obliged to: – Appoint a “Prevention Officer” who will represent him in all matters relating to the coordination of business activities that, in terms of prevention of occupational hazards, are established for the work to be carried out by its staff and that of its subcontractors in the SECGROUP facilities – Communicate to the Factory Safety Coordinator any accident suffered by its workers in the workplace. – Carry out a “business activity coordination meeting”, by the employer of the contract and / or Prevention Officer representing him, with the SECGROUP Safety Department of which minutes will be taken on the basis of the ITS “Business Activity Coordination Protocol” – Take the necessary measures so that their staff use the Personal Protection Equipment indicated for the different production areas of the factory when accessing and / or staying in them. – Supply, before the beginning of the work, the necessary PPE to its workers in a condition to be used without implying a risk for the worker (expiry, maintenance, etc.) and to monitor its use by its workers.

11. CONTRACTOR’S MATERIALS. – The contractor will provide the materials necessary for the work. These materials must be stored and kept by the Contractor until they are placed on site, SECGROUP not being responsible for any loss or damage, even if it occurs within its premises. SECGROUP may examine the materials before their placement and reject those that do not meet the conditions required by the installation for which they are intended. These materials must not arrive consigned to SECGROUP or enter its Warehouses.

12. ENVIRONMENTAL CONTROL. – The contractor must comply with environmental legislation affecting the work or services to be carried out. Especially: – The contractor’s staff who are going to carry out activities that affect environmental protection must have adequate professional competence. – The contractor must carry out the work in an environmentally safe manner, complying with the laws and internal rules of SECGROUP – The vehicles and machinery to be used within SECGROUP’s premises must be in good condition, in particular with regard to noise and gas emissions and without spillage or leakage of oil or other fluids, and must have undergone all required statutory checks and inspections. – If during the execution of the works or the provision of the service there is at any time a risk to the environment (uncontrolled emissions, discharge of pollutants or waste, etc.), the Contractor shall take all measures within his power that are necessary to prevent damage to the environment, and shall immediately inform SECGROUP of the incident and the actions taken. – Any cleaning work that may result from the Contractor’s activity will be carried out without contravening any external or internal standards regarding the quality of effluents and discharges, respecting the limits and conditions that are communicated to him and always in accordance with good environmental practice. – The waste generated as a result of the Contractor’s activity will be properly managed through its own system or, otherwise, through the internal waste management procedures established by SECGROUP, in which case it will request permission to do so, previously informing the quantities and characteristics of the waste. – Possible damage to soil, water or emissions or effects on the environment derived from the Contractor’s activity will be corrected and repaired before the service provided is terminated. – In the case of requiring the subcontracting of tasks or persons, the Contractor will require the corresponding acceptance of conditions in the same terms that have been imposed on him, informing and transmitting this information, without prejudice to his responsibility towards SECGROUP.

13. DOCUMENTATION. – The Supplier will provide all technical documents, invoices, dispatch notices, prevention regulations, quality certificates, etc. in the form and number of copies provided in the Order. Invoices must reach SECGROUP within fifteen days of their date of issue; otherwise, the term of payment will be counted from the date of receipt.

14. PAYMENT. – Invoices will be paid in the maximum period established by Law 15/2010, of July 5th, in the place of payment indicated in the Order, with prior agreement. The usual means of payment will be BANK TRANSFER, unless otherwise agreed.

15. ASSIGNMENT. – The Supplier may not assign or transfer the Order, or any of the rights and obligations arising from it, without the prior written approval of the Purchaser.

16. PATENTS, MODELS AND DRAWINGS. – The Supplier will be liable to the Purchaser for any claim or action for infringement of patents, copyright or trademarks or any industrial property right deriving from the use or sale of the material and/or equipment covered by the Order. The models built by the Supplier for the purpose of the Order shall become the property of the Purchaser. The models owned by the Purchaser and held by the Supplier shall be kept free of charge and carefully and may not be used by or for third parties. All drawings, designs and specifications delivered by the Buyer to the Supplier are the exclusive property of the former. The Supplier undertakes not to lend or use them without the prior consent of the Buyer.

17. WARRANTIES. – The Supplier guarantees to the Purchaser that the equipment or services of any nature supplied under this Order are free from defects in workmanship, materials or manufacture, conform to the specifications, drawings and are suitable for the purpose for which they are intended. The Supplier undertakes, within the warranty period, to replace or correct promptly and without charge to the Buyer any material that does not meet any of the above requirements, subject to prior notification by the Buyer. In case the Supplier does not fulfil the above obligation, the Buyer may correct or replace such materials and charge the Supplier for the corresponding costs.

18. PENALTY. – Failure to comply with both the delivery period and the guarantees in the manner indicated in the Order will be penalised. SECGROUP may impose a penalty of one percent (1%) of the total amount of this order for each week of delay in the total completion of the order, not exceeding this penalty of ten percent (10%) of the indicated amount. The buyer may deduct the amount of the penalties from the outstanding payments, this not implying any waiver of legal actions that may assist you.

19. LEGAL REQUIREMENTS. – The supplier must comply with all the laws and provisions in force applicable both to the Order, from its formalization, and to the material and/or equipment that constitute its object.

20. CANCELLATION. – The Purchaser may cancel the Order at any time, in whole or in part, without incurring any expense, simply by notifying the Supplier by registered mail. On receipt of this communication, the Supplier will stop all work related to the Order and will make every effort to cancel pending orders and subcontracts on terms satisfactory to the Buyer, limiting himself from this moment on to carrying out the work necessary to preserve and protect the work in progress and everything related to it.

21. ADVERTISING. – No reference to, description of, or illustration of, any of the materials covered by this Order may be made for advertising purposes without the prior written permission of the Buyer.

22. ORDER FULFILMENT – The Order shall not be considered completed until all the material and equipment has been delivered, as well as all the drawings, test protocols, models, parts lists, user manuals, instruction books, list of recommended spare parts with their prices, quality certificates and any other documents and obligations requested in the Order. In the case of services, the work or works covered by this order shall not be considered completed until the contractor leaves the installation affected by the work in perfect clean condition.

23. PROTECTION OF PERSONAL DATA. – In accordance with the provisions of current regulations on Protection of Personal Data, the Supplier/Contractor is informed and gives its express consent for the processing of your personal data, and its incorporation into a file or processing owned by SECGROUP, whose purpose is the proper development and execution of orders. Likewise, you have been informed that your data will not be transferred or shared with third parties; they will be kept as long as their removal is not requested; Fertiberia has adopted the necessary security measures to guarantee the confidentiality of your data; and you have the right to access your personal data, rectify inaccurate data or request their removal when they are no longer necessary, by sending a letter to SECGROUP.

24. COMPETENT COURTS. – The Supplier and the Buyer expressly submit themselves to the Courts of Barcelona, renouncing any other jurisdiction or address that may correspond to them.