General purchase conditions
1. GENERAL: These General Purchasing and Contracting Conditions ("CGC") shall apply, to the exclusion of any other stipulation imposed by the Supplier, to all requests for offers, orders and agreements for the acquisition of goods or services or for the execution of work issued or concluded by DENATEK 2020, S.L. (hereinafter DENATEK), as well as the commercial relations that derive from its execution.Unless otherwise expressly reflected and accepted by DENATEK in writing in the order, these CGC are an integral part of the order and will be applicable preferably in case of contradiction with what is included by the Supplier in any document. Any deviation will be null, unless expressly accepted in writing, and its validity will be limited to the specific order.
2. PRICES AND PAYMENT The prices contained in each order or agreed upon in the contract are closed, fixed and non-revisable. The good or service will be paid by direct debit payment once it has been fully and satisfactorily received or completed.
4. DELIVERY DATE: The partial and/or final delivery date included in each order is essential and binds the Supplier. The acceptance of the order implies the obligation to comply with the term and place of delivery indicated therein.
5. TRANSMISSION OF PROPERTY AND RISK: The goods are transported at the risk and venture of the Supplier. The transfer of ownership and risk of loss will take place when the final acceptance of the goods delivered at the agreed place occurs.
6. PROPERTY: The use of these elements by the Provider in their own interest or that of third parties, as well as their reproduction or assignment to third parties and/or use by third parties without the express and prior written authorization of DENATEK is strictly prohibited. Failure to comply with this prohibition will give rise to civil and/or criminal liabilities of the Provider. The Supplier assumes the risk of loss or damage and is obliged to keep these elements in good condition, as they are delivered, so they must be maintained, stored and guarded by the Supplier at its expense, in a manner separately and identified as property of DENATEK. The Supplier will be liable for any damage suffered by these elements and for the damages caused by it, it will highlight the exclusive property of DENATEK in its relations with employees, agents and third parties, and under no circumstances will it have the right to withhold them.
8. CHANGE ORDERS: The Supplier may not unilaterally make changes. If the Supplier notices errors or deficiencies in the documentation delivered by DENATEK, he must notify DENATEK immediately and in writing, so that it can adopt the pertinent measures.
9. QUALITY: The Supplier will maintain a quality system in accordance with the standards of its type of supply and sector of activity, and ensures that all goods or services comply with the agreed specifications, fully correspond in quality and quantity to the order. and their changes, and are fit for their intended purpose. The Supplier will comply with all current legislation applicable at the time of delivery, and will provide all required manufacturing certificates.
The supplier undertakes to prevent the use of counterfeit parts and must ensure that all people in their organization are aware of their contribution to the conformity of the product or service and the safety of the products.
Suppliers will be evaluated annually according to the % of incidents / orders they make, and in the event that the result is NOT SUITABLE, they will be informed of the decision made.
10. INSPECTION AND REJECTION: DENATEK may inspect the goods during their manufacture, tests and storage. The Supplier authorizes DENATEK personnel and its clients, contractors, authorized agents and regulatory authorities free access to the facilities where the goods are located, as well as to the applicable documented information, at any level of the supply chain.
The mere receipt by DENATEK of a shipment or supply from the Supplier cannot be invoked as acceptance thereof, which in any case will be subject to confirmation by the DENATEK Quality Control Department, or any other body designated for that purpose.
11. GUARANTEE: The Supplier expressly guarantees that the object of supply is free of defects or vices, complies with everything agreed and legally required, and is adequate and sufficient for the intended purpose. Likewise, it guarantees that the services will be well executed by qualified and trained personnel, respecting the rules and with the dedication and diligence expected by DENATEK depending on the circumstances.
12. CONFIDENTIALITY: Supplier will maintain the confidentiality of all information, documentation or knowledge that it receives directly or indirectly from DENATEK in the course of negotiations or as a consequence of commercial relations, whether in written, electronic, visual or verbal form, and that may be identified in good faith as confidential. Said information may not be copied, disclosed to third parties or used directly or indirectly for purposes other than those provided for in the order.
13. INDUSTRIAL AND INTELLECTUAL PROPERTY: The supplier guarantees that the supply does not infringe intellectual or industrial property rights of third parties, and undertakes to hold DENATEK and its clients harmless with respect to any claim derived from said infringement, releasing them from all responsibility and defending at your expense any conflict. DENATEK retains exclusive intellectual property of the documents provided (designs, plans, samples, projects, reports, calculations, drawings, specifications, diagrams, instructions, etc.) and their content, and the Supplier cannot dispose of them in his favor or deliver them to third parties without express prior written authorization.
14. RESPONSIBILITIES: The Supplier will be liable for all direct and indirect damages and losses, claims and penalties that DENATEK and/or its clients suffer due to its breaches, due to acts or omissions of its employees, suppliers or subcontractors, or due to defects in the goods. or services, and will try to reduce the damages derived from its defective execution, notifying any suspicion of defects, defending and holding DENATEK harmless against any loss, damage, expense or claim from third parties related to the Supplier's breach of contract.
15. INSURANCE: Any civil liability towards third parties or labor derived from the execution of this supply, will be the sole and exclusive responsibility of the supplier.
16. LABOR AND RISK PREVENTION OBLIGATIONS: The Supplier undertakes to comply with current labor regulations, forcing itself, among other issues, to have duly hired personnel, to be qualified to carry out the contracted work, to be and stay up-to-date with the payment of the corresponding salaries and up-to-date in the fulfillment of their Social Security obligations. The Supplier will adopt all the necessary measures to comply with the current regulations on occupational risk prevention contained in Law 31/1995 of November 8, its development and/or complementary provisions, as well as the DENATEK regulations on Occupational Risk Prevention. that are in force at all times.
17. ENVIRONMENTAL PROTECTION AND ETHICAL BEHAVIOR: The Supplier shall adopt all appropriate measures to guarantee strict compliance by itself and by its employees and subcontractors with environmental legislation. The Supplier will be responsible for any damage caused to the environment and/or to DENATEK or its clients and for any sanction, penalty or claim that may arise from non-compliance with its obligations in environmental matters. The supplier shall ensure that people are aware of the importance of ethical behaviour.
In the case of suppliers of raw materials and auxiliary materials, the necessary requirements to be met will be communicated and the supplier will be encouraged to progressively introduce environmental management guidelines and behaviors in accordance with recognized national or international standards.
18. ASSIGNMENT AND SUBCONTRACTING: The Supplier may not fully or partially assign or subcontract the obligations derived from the order without the prior written authorization of DENATEK, which in no case will relieve it of its obligations, since it will remain responsible together with its assignees and subcontractors, against which DENATEK should never respond.
19. DATA PROTECTION LAW: In compliance with the provisions of Organic Law 15/1999 on the Protection of Personal Data and Royal Decree 1720/2007 that develops it, the Provider is informed and authorizes the incorporation of their personal data. to the corresponding file ownership and responsibility of DENATEK, whose purpose is the relationship and management of purchases, administrative, fiscal and communication with DENATEK suppliers. The Supplier may exercise their rights of access, rectification, cancellation or opposition by written communication addressed to DENATEK. If it is necessary for the Supplier to access computer files containing personal data whose owner and controller is DENATEK, the Supplier must do so within the framework established by Organic Law 15/1999 of December 13 on the Protection of Personal Data, its development or complementary provisions. The Supplier will only process the personal data file(s) in accordance with the instructions given by DENATEK, within the scope of the order. The supplier will not use the data file(s) for any purpose other than fulfilling the order or for purposes other than those established and transmitted in its instructions by DENATEK, nor will it communicate them, even for their preservation, to third parties. . The Supplier and, where appropriate, the companies that it subcontracts, will adopt the technical and organizational measures that, in accordance with articles 9 and 10 of Organic Law 15/1999 of December 13, on the Protection of Personal Data, guarantee the security of personal data and prevent its alteration, loss, treatment or unauthorized access, according to its corresponding level.
20. APPLICABLE LAW AND JURISDICTION: These GTC, the order, its execution and any other legal relationship between DENATEK and the Supplier are governed by Spanish Law, excluding its rules on conflict of laws and the Vienna Convention of 1980. on the International Sale of Goods. For the resolution of any controversy related to the interpretation and/or execution of the order or the obligations of DENATEK and/or the Supplier that cannot be resolved amicably, only the Courts of San Sebastian (Basque Country) will be competent, with the express waiver of the Provider in its own jurisdiction, although DENATEK reserves the right to file a claim against the Provider in the place of domicile of the latter.