ARTICLE 1 - PROPOSAL AND ACCEPTANCE
1.1. The written acceptance of the Order by the Supplier or the commencement of the Order by the Supplier shall constitute acceptance by the Supplier of the Order and of these General Purchasing Conditions.
1.2. Any changes to these General Purchasing Conditions shall be expressly agreed in writing by Buyer.
ARTICLE 2 - BONDS AND PERFORMANCE
2.1. The Supplier shall execute the order in accordance with the provisions in these Terms of Purchase. The Supplier shall provide Buyer with information which in turn requires the Purchaser in relation to the Supplies and must also inform the purchaser if, at any time, the Supplier are prevented or delayed or becomes aware of any circumstances that may place him in a situation to be prevented or delayed in the performance of any portion of their supplies.
2.2. The Purchaser reserves the right to change the order at any time. Any change of this kind will be run through a written review of the Order, accepted in the manner referred to in Article 1.
2.3. The Supplier shall not assign, transfer, sub provide or subcontract all or part of the Order without the prior written consent and without the express written approval of the General Conditions of Purchase and any other rules contained in the Order by of (as appropriate) the transferee, purchaser or sub-contractor. The acceptance of the assignment by the Buyer and / or subcontractor does not release the Supplier from its responsibilities and obligations under the Order.
ARTICLE 3 -DELIVERY
3.1. The supplies must be delivered cleared DDP - Delivered Duty Paid at the address specified in the Order. The property in supplies will be transferred upon delivery at the address indicated in the Order. The passing of the risk of the supplies shall pass to Buyer upon delivery, under the terms of surrender just indicated.
3.2. The delivery will be deemed occurred when the Supplier has delivered the goods (in terms of description, quality and quantity) at willing Order. For each delivery made by the supplier, it must be procured by the Supplier in duplicate a shipping document containing the same information of the invoice, except the price indication. The Order shall be deemed executed when: (i) all supplies have been delivered and / or provided in accordance with the provisions of the Order, and have been accepted by the Buyer; (ii) all documents set out in the Order and / or all documents and certificates required for the implementation and maintenance of the supplies in accordance with the existing provisions have been received and accepted by the Purchaser.
3.3. The supplies will be delivered on the date indicated in the Order. They will not accept partial deliveries or advance without the prior written consent.
ARTICLE 4 - PROGRAM DELIVERY - DELAY PENALTIES
If the Supplier fails to meet the delivery schedule but the Purchaser decides not to terminate the Order, Buyer may require the Supplier, without notice, payment of a penalty in an amount equal to 1% of the value of ' order, excluding taxes, for each day of delay, up to a maximum, for each hypothesis of delay, equivalent to 10% of the value of the Order. It will have automatic compensation of the value of the penalties and any amount still owing by Buyer to Supplier, such payments are due or not to the time when compensation is implemented. And subject to the Purchaser's right to claim compensation for further damages, even if application and payment of the penalty for late delivery.
ARTICLE 5 - DELIVERY PARTIAL - DIFFERENCES OF DELIVERY
5.1. If the Supplier delivers only a part of the Order, or if only part of the delivery is in accordance with the provisions of the Order, Buyer may, at its option, to apply the provisions of Article 4 is not limited to those parts of the Order delivered to or different from the requirements laid out in the Order.
5.2. In the event of a partial delivery or fails to comply, the predictions of this clause does not affect the right of the Buyer: (i) terminate the entire Order in accordance with the provisions in Article 16; (ii) request compensation for any damages, losses, costs or expenses that has incurred due to the default of the Supplier; and / or (iii) require the application of penalties calculated on the total value of the Order, excluding taxes.
ARTICLE 6 - OBLIGATIONS OF SUPPLIER BEFORE SHIPPING
6.1. The Supplier shall provide the Purchaser or to persons specified by the Buyer free access to its facility or to the running of their subcontractors / suppliers or any other place where there are no operations related to the Order, for the purpose of allowing you to check the status of performance of the Order and its progress.
6.2. Employees or appointed by the Supplier shall remain under the full responsibility of the Supplier even if, in order to perform the obligations assumed by the Order, must work with the Buyer or any of Buyer's customers.
ARTICLE 7 - PACKAGING - TRANSPORT
7.1. The supplier is responsible for packaging of supplies and verification that the Supplies are assembled, packaged and protected in an appropriate way.
7.2. The Supplier shall draw up an inventory for each shipment. The inventory should contain all the details necessary to identify the packages (order details, type and quantity of supplies, carrier's name, details of the shipment) as set forth in the Order.
7.3. For the case where the supplies were to be damaged during its storage, transport, delivery or prior to their acceptance, the Supplier agrees to obtain and provide, at its expense and danger, identical replacements for each item damaged or lost within the terms provided in the delivery schedule. The Purchaser, without prejudice to the exercise of rights or remedies provided by law because of such failure, may, at its option, (a) terminate the Order without any notice or compensation; (B) reject the supplies; (C) withhold payment in whole or in part.
ARTICLE 8 - PRICES
The prices shown in the Order are all-inclusive, fixed and not subject to revision, after the deduction of discounts, and still include (without exception): taxes, storage, packaging, insurance, customs duty and carriage paid to the delivery . The currency of the amounts listed in the Order is also the currency of payment. Prices are not subject to any form of review, according to changes in exchange rates or otherwise.
ARTICLE 9 - BILLING
9.1. The Supplier shall issue invoices in three copies, to be delivered to the Purchaser at the address specified in the Order.
9.2. Invoices must be accompanied by documentation which proves that upon successful execution of the Order and shall contain:
1) All references, number and date of the order, and the project;
2) A complete description of the supplies, and the number and the date of the packing of the shipment;
3) The price of the supplies, exclusive of taxes, the amount of VAT, tax, insurance and customs duty, and the price inclusive of taxes and any applicable discount;
4) The date by which payment must be made in accordance with Article 10 of the following; and, more generally, all the information that must be reported by the bill in order to comply with applicable regulations.
9.3. The Purchaser reserves the right not to accept bills not correct in substance and / or form.
ARTICLE 10 - PAYMENT
10.1. Unless the order states otherwise and provided that the provisions of the Order are duly fulfilled, invoices which satisfy the provisions referred to in Article 9 will be settled within 90 days of receipt.
10.2. Buyer shall have the right to offset any bill with any sum that the Supplier should the Purchaser according to the Order or any other securities.
10.3. The payment by the Purchaser of the price stated in the contract for the supplies delivered shall not constitute acceptance of them and not release the Supplier from its responsibilities and obligations.
ARTICLE 11 - WARRANTY
11.1. The Supplier guarantees that the Supplies to Buyer (s) are in full compliance with the provisions of the Order, specifications, plans and related documentation; (Ii) comply with the best industry practices and applicable standards, as well as the applicable regulations (including any regulation of exports); (Iii) are free from defects in design, materials, workmanship, construction or installation; and (iv) are new and suitable for use that will be put Buyer.
11.2. The warranty will have a minimum duration of two years from the date on which the supplies are put into service (Article 13).
11.3. The Supplier agrees to promptly replace, at its expense, any defective part of the Supplies. Any part replaced under the provisions of the contractual warranty or any other warranties required by law, will be subject to the same guarantee clause referred to in this Article 11. The costs of returning the defective parts to the Supplier will be borne by the Supplier. The Supplier agrees to supply spare parts and any other party that may be required during the entire operation of the Supplies. If the Supplier fails to timely implement to remedy any defect or non-compliance, Buyer may directly provide all the necessary works to be realized at the expense of the Supplier. 11.4. The Warranty period will be extended for the duration in which the supplies are out of service, from the day that the Purchaser has required the Supplier to take action to remedy the defect or noncompliance until the date on which the supplies in question are called into service. If a critical part or a main element of the supplies requires repair or replacement during the warranty period, the extension and renewal of the guarantee will be extended to the whole of this element of the supplies.
ARTICLE 12 - LIABILITY 'AND INSURANCE
12.1. The Supplier shall be liable to the Buyer and any third party, and shall indemnify and detect Buyer harmless against any losses, damages, costs and expenses of whatever nature (whether it be for any direct, indirect, material, immaterial, physical or economic, and whether they are incurred by the Buyer, the Supplier or any third party), resulting from breach by the Supplier of its obligations arranged by the Order or by an unlawful act or default. The Supplier shall be liable for the consequences of their failures even if attributable to its employees, officers, directors, agents, subcontractors and / or suppliers.