PURCHASING GENERAL TERMS AND CONDITIONS OF QUIMIDROGA, S.A.

  • SCOPE OF APPLICATION

These Terms and Conditions refer to the acquisition by QUIMIDROGA, S.A. of goods or raw materials.

These Terms and Conditions of Purchase are deemed to be accepted by the supplier in their entirety upon acceptance of the order.

The modifications proposed by the Supplier to these General Terms and Conditions must be agreed upon, expressly accepted by QUIMIDROGA, S.A. in writing, and those contradicting or limiting the present Terms and Conditions will not be valid.

  • ORDERS

Orders will be made in writing by QUIMIDROGA, S.A.

In the order the requested product, its quantity, price, delivery time and transport conditions, as well as other necessary requirements (packaging, specifications, document, etc.) will be specified.

  • ORDER ACCEPTANCE

For Suppliers with whom the trade relationship initiates, the order confirmation will be in writing, and this will imply the express acceptance of these Purchasing General Terms and Conditions.

For Suppliers with whom we already have a trade relationship, the order will be considered accepted if no response is received within 48-72 hours.

  • DELIVERY OF THE GOODS

The Product must be delivered to the place indicated on the purchase order, on a working day and at the time of receipt of the goods.

The Product must be delivered correctly packaged in accordance with the regulations in force at the place of delivery.

For downloads in the facilities of QUIMIDROGA, S.A., people who make the delivery of the product will be obliged to collaborate with the staff, so that such delivery is made as quickly, efficiently and safely as possible.

If the goods are delivered in tanks, these must be equipped with the necessary devices to facilitate the unloading operation.

  • DELIVERY TIME

The delivery time at the agreed point will be as specified in the order.

Modifications to this delivery time must be agreed and accepted in writing by QUIMIDROGA, S.A.

  • DOCUMENTATION

The Supplier is obliged to deliver the goods with the documentation requested in each purchase order.

  • ACCEPTANCE OF THE GOODS

The simple delivery of the Product does not mean its acceptance.

Any Product supplied that does not meet the agreed guarantees must be replaced by another of the same characteristics within 7 days following the notification to the Supplier by QUIMIDROGA, S.A.

The withdrawal of the defective Product will be at the Supplier’s expense, within a maximum period of 10 days.

The Supplier agrees to be solely responsible for any claims relating to defects in the Product supplied, thus releasing Quimidroga, S.A. from any liability.

  • WARRANTY

The goods will be guaranteed by the Supplier against all defects for the period stated in the relevant documentation.

  • ORIGIN OF THE GOODS

The Supplier undertakes by this contract to supply QUIMIDROGA, S.A. with the goods of the agreed origin, agreeing to inform and communicate immediately by email and in no case by indicating such change in the invoice, to QUIMIDROGA, S.A., any change that occurs or may occur in the origin of them.

In the event that the Supplier does not duly notify QUIMIDROGA, S.A. of any change in the origin of the goods supplied and it is detected, either at the time of importation or at any subsequent control that may be carried out by the Customs Authorities of the country of importation, that the goods are not of the agreed origin, the Supplier shall assume any additional costs and expenses that such error/lack of communication may generate and accrue to QUIMIDROGA, S.A. These costs will be paid to QUIMIDROGA, S.A. as compensation for damages and will correspond to the total amounts that have been paid / assumed by QUIMIDROGA, S.A. in the country of import as a result of that error.

  • INVOICES AND PAYMENT METHODS

The invoices will contain all the legal and fiscal requirements.

If no other payment method has been established, it will be made within 60 days following the invoice date.

  • CODE OF ETHICS

By accepting these Purchasing General Terms and Conditions the Supplier agrees to comply and enforce the Code of Ethics of QUIMIDROGA, S.A.

  • CONFIDENTIALITY

The Supplier shall undertake to keep secret and indefinitely, all the information that QUIMIDROGA, S.A. may communicate and define expressly as confidential.

  • FORCE MAJEURE

In case of force majeure, QUIMIDROGA, S.A. may suspend the receipt and payment of the goods ordered.

  • APPLICABLE LAW AND JURISDICTION

Any divergence in the interpretation or application of these General Terms and Conditions that is not resolved by mutual agreement will be subject to the jurisdiction of the Courts and Tribunals of Barcelona.

  • ENVIRONMENT, HEALTH AND SAFETY

All products supplied by the suppliers of QUIMIDROGA, S.A. must comply with current European regulations on Environment, Health and Safety at work, as well as any additional requirement imposed by state, community or local legislation on these matters.

  • AGREEMENTS

These conditions will apply to everything that is not subject to particular conditions of purchase expressly agreed between the supplier and QUIMIDROGA, S.A.

QUIMIDROGA S.A. STANDARD TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale shall apply to any sale made by Quimidroga, S.A., and shall regulate the orders placed by its clients. Such orders shall always be duly accepted by Quimidroga, S.A. in order to be fully valid.

These Terms and Conditions of Sale shall prevail over any other condition, except those expressly agreed as special conditions for a given transaction.

You can consult Quimidroga S.A. Terms and Conditions of Sale at the following website:

www.quimidroga.com.

  • DELIVERY TIMES: Quimidroga S.A. shall inform the client if it is possible to meet their requesteddelivery times prior to the acceptance of the order.

Any delay beyond our control or due to force majeure shall be communicated to the client, and Quimidroga S.A. commits itself to make every effort to approach the initial date of delivery, notwithstanding releasing Quimidroga S.A. from any liability, and not accepting indemnisation nor compensation claims due to causes beyond its control.

  • ORDERS: The orders shall only be considered accepted by Quimidroga, S.A. after having issued their corresponding written acceptance stating the essential conditions of the transaction.

Such written confirmations are always forwarded at the client’s request.

It shall be the exclusive decision of Quimidroga S.A. to accept, or reject any cancellation, or modification of an order already accepted, and placed. Quimidroga S.A. shall collaborate in the contract resolution provided that such cancellation will not cause added economic costs, or of any other kind.

The changes in the conditions of the order, once accepted by Quimidroga S.A., shall be treated in the same way, being likewise the decision of Quimidroga, S.A. to accept, or reject such changes, always within a framework of collaboration as our Company philosophy.

  • CHOICE OF THE PRODUCT: The Buyer will be solely responsible for the choice of the requested product, and for its intended use, or function.

Under no circumstances shall Quimidroga, S.A. be held responsible for, nor shall guarantee that the productis suitable for the intended technical, or manufacturing applications.
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  • CLAIMS: The Buyer shall reflect any failure in the good with the corresponding record on the delivery note, leading to the opening of a claim in Quimidroga S.A. that shallbe analysed, and resolved according to the Quality Management System based on the ISO standards.

The Buyer shall inspect and/or analyse the received good, and the fact of not using such right shall not imply an increased responsability of Quimidroga, S.A. if the good is different, or it is contaminated, or it contaminates another good, or product manufactured by the client.

The buyer shall be entitled to proceed against the Seller, for any default in the quantity, or quality of the received goods provided that the action is being brought within four days afterthe receipt.

In case the Buyer shall not make any claim on internal defects of the good within thirty days after receipt, he shall loose any action, and right to proceed against the Seller for this reason.

  • PRICES, PAYMENT TERMS AND PROPERTY TRANSFER:

The prices quoted, unless otherwise indicated, shall be valid except for market variations, orsale of the stock.

The payment terms shall be those expressly agreed for each operation, and if not, the period for payment shall be 30 calendar days after the date of receipt of the goods, or services.This period may be extended by agreement, and shall in no circumstances be superior to 60 calendar days.

The possibility of the Buyer repaying invoices against amounts owing to Quimidroga, S.A. is expressly excluded without our express consent.

The property transfer of the product shall be governed by the expressly agreed INCOTERM clause for that operation.

  • EXCLUSION OF LIABILITY: Quimidroga, S.A. assumes no liability vis-à-vis the Buyer for the lackof supply of a product due to reasons attributable to the manufacturer, or the provider of it, without prejudice to the responsibility to inform the Buyer, as soon as this lack of supply is notified to him by the supplier or the manufacturer, and to make its best efforts to find a product with similar characteristics.
  • PROTECTION OF PERSONAL DATA: In accordance with the provisions of the current Law on theProtection of Personal Data, it is hereby stated that the personal data received by Quimi-droga, S.A. shall become part of a file owned by this Company, for the sole purpose of managing the invoicing, tax and accounting obligations. Quimidroga, S.A. commits itself to fulfill its obligations regarding secrecy, as well as to protect these, adopting all the necessarymeasures to avoid any alteration, loss, processing or unauthorised access. You can exercise your rights to access, rectify, cancel, or oppose your personal data by writing to Quimidroga, S.A.,
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    C/Tuset 26, 08006- Barcelona, indicating the reference “Protection of Personal Data”.
  • GOVERNING LAW AND JURIDICTION: The legislation applicable to the present general conditions shall be the Spanish Legislation, and any dispute arising out of its enforcement shall be resolved in first instance amicably between both parties. Within one month after the period of revealing the divergence, and without having found a consensual solution, either party may have recourse to ordinary jurisdiction, submitting it to the Judges and Courts of Barcelona, expressly waiving any other jurisdiction which may correspond to them.