These General Conditions of Purchase (“GCP”) are proposed within the framework of negotiations with the Supplier, to establish the terms and conditions applicable to orders placed by IBERMICRA. Once accepted by the Supplier, either in their original form or modified by mutual agreement between the parties, these conditions become a legally binding contract.
2.1. Orders placed by the Buyer shall be governed by the terms of these GCP, provided that they have been accepted by the Supplier in their original form or amended with written approval by both parties.
2.2. The Supplier must confirm acceptance of the Order within five (5) working days from the date of receipt of the Order (unless another period is expressly agreed).
3. ORDERING PROCEDURE
3.1. The Supplier undertakes to execute the Order in accordance with the terms of the contractual documents, current industry standards and applicable regulations. The Supplier is obliged to satisfy the requirements previously specified, including compliance with the agreed deadlines, delivery of IBERMICRA LDA. Zona Industrial da Marinha Grande, Rua da Bélgica, Lote 18, 2430-028 Marinha-Grande, Portugal Rev 1 | September 2024 www.ibermicra.pt the Order in accordance with the agreed terms and compliance with any additional requirements previously stipulated.
3.2. The Supplier is solely responsible for identifying and securing the resources necessary to fulfil the Order. This includes ensuring that it has all the rights, elements and information necessary for performance. If any elements or information are missing, the Supplier must obtain them before commencing the Order.
3.3. The Supplier is obliged to promptly notify the Buyer of any existing or anticipated problems or irregularities during the execution of the Order (including bankruptcy proceedings, insolvency, liquidation or significant changes in its activity or organizational structure).
3.4. The Supplier’s quality system shall comply with the quality standards specified for suppliers in procedures or other documents provided by the Buyer. This includes, but is not limited to, the following requirements:
3.4.1. Provision of test, inspection and process verification (FAI) reports through the use of statistical techniques for process/product acceptance.
3.4.2. Relevant documents for each order must be retained by the Supplier for 3 years unless otherwise stated.
3.4.3. Applying appropriate controls to its external suppliers and sub-suppliers to ensure that requirements are met.
3.5. During the execution of the Order, and with prior notice, the Supplier agrees to grant the Buyer and representatives of the relevant Official Authorities free access to its premises and documents for control purposes, during business hours. The Supplier must ensure that the same access rights are granted to its subcontractors.
3.6. In the event of any problems with the Supplier’s Information System that compromise the security or integrity of the Buyer’s data, the Supplier must address and rectify the problems detected. Should the Supplier fail to comply with these obligations, the Buyer reserves the right to claim compensation from the Supplier.
3.7. For Orders with phased completion, the Supplier agrees to keep the Buyer updated on the progress of the Order, in accordance with the specific conditions previously defined.
3.8. The Supplier undertakes to raise awareness among its employees or any other third party acting on its behalf regarding the following points:
3.8.1. Impact of your work on product quality and safety;
3.8.2. Importance of having ethical – professional behavior; IBERMICRA LDA. Zona Industrial da Marinha Grande, Rua da Bélgica, Lote 18, 2430-028 Marinha-Grande, Portugal Rev 1 | September 2024 www.ibermicra.pt
3.8.3. Detection and reporting of counterfeit parts within the organization.
4.1. The delivery of the Order must include a shipping/transportation note and/or invoice attached to the outer packaging and/or a copy of these documents inside the packaging, with the following information:
4.1.1. Delivery item identification number
4.1.2. Order number and quantity
4.1.3. Supplier reference
4.1.4. Certificate of Conformity (if applicable)
4.1.5. If applicable, customs clearance documents
4.2. The delivery or availability of the Documentation and any documents required by applicable regulations and standards is considered a fundamental component of the Supply.
4.3. The Buyer reserves the right to reject and return, or make available, at the Supplier’s expense and risk, any Supply that is not covered by an Order or a previously accepted modification.
4.4. Unless otherwise stated in the Order, delivery of the Supply will be made Delivered at Place to the address indicated by the Buyer.
4.5. The packaging must comply with the contractual documents, applicable regulations and standards in force. It must include, if necessary, instructions and offer adequate protection to prevent any damage during transport and/or storage.
5.1. The Supplier is obliged to comply with the delivery deadlines defined in the Order.
5.2. The Supplier shall promptly notify the Buyer in writing of any anticipated delays to contractual deadlines and detail the measures taken to address such delays. Except in cases of force majeure, the Supplier shall be liable for any additional costs incurred due to such delays.
6.1. The contractual documents may define a procedure for acceptance of the Supply, which may include several stages: preliminary acceptance, provisional acceptance and final acceptance. The Buyer reserves the right to reject the Supply if the accompanying Documentation is incomplete or does not meet the contractual requirements. IBERMICRA LDA. Zona Industrial da Marinha Grande, Rua da Bélgica, Lote 18, 2430-028 Marinha-Grande, Portugal Rev 1 | September 2024 www.ibermicra.pt
6.2. The issuance of an acceptance report shall not be construed as a waiver of any kind, nor shall it affect the scope of the warranty or other obligations of the supplier under this agreement, or any statutory warranties.
6.3. The End Customer may participate in, conduct or validate the acceptance process. In such cases, the Buyer’s acceptance is only considered final after its approval by the End Customer.
6.4. If the Supply does not comply with the contractual documents, the Buyer shall notify the Supplier, granting it five (5) days from notification to inspect and resolve the non-conformity, unless otherwise agreed. In cases where the non-conformity is resolved by the end customer, the costs inherent in it shall be passed on and passed on to the subcontracted supplier.
7.1. Unless otherwise agreed between the Parties in a signed document, the prices indicated in the Order are fixed and non-adjustable, and exclude VAT. These prices include all costs and expenses incurred by the Supplier in delivering the Supply.
7.2. Payment terms are those previously agreed and may vary depending on the nature of the contract.
7.3. The original invoice must be sent, after it is issued, to the address indicated in the order.
7.4. IBERMICRA is committed to gradually eliminating paper invoices and promoting the use of electronic invoicing, in which invoices are issued, transmitted and received in an electronic format that allows for their automatic processing.
7.5. Credit notes must indicate the invoice reference and the related Order for accounting purposes.
7.6. Unless otherwise agreed by the Parties and without prejudice to applicable legal provisions, the payment term is ninety (90) days.
8.1. The Supplier guarantees that the products supplied within the scope of the Supply will be free from design defects (if applicable), manufacturing defects, as well as any defects in the materials or components used in the assembly. The Supplier also guarantees the correct execution of the services included in the Supply, in accordance with the contractual documents.
9.1. By fulfilling the Order, the Supplier guarantees that the Supply complies with the regulations and standards in force in the country where the product or service is delivered or provided to the Buyer, as well as in any other country where the Supplier has been informed that the Supply will be used.
10.1. As IBERMICRA is certified by the NP EN ISO 9001:2015 Standard, we annually assess our suppliers according to the following requirements to control and evaluate their performance:
10.1.1. Prices/payment terms in relation to the competition;
10.1.2. Compliance with Specifications / Specifications;
10.1.3. Compliance with delivery deadlines;
10.1.4. Product/service quality;
10.1.5. Ability/Availability to respond to corrections and/or changes.
11.1. All Information exchanged as well as goods and services provided are considered confidential, without the Buyer having to label them as such. The Supplier will not disclose any Confidential Information without the prior written consent of the Buyer.
11.2. Confidential Information may be owned by IBERMICRA or a third party. In any event, the disclosure of such information by the Buyer, or the Supplier’s access to it, shall not be construed as granting or assigning any rights (whether by means of a license or otherwise) to the Supplier in relation to this Confidential Information, whether expressly or implicitly.
12.1. This agreement will be governed by and construed in accordance with Portuguese law and both parties accept the jurisdiction of the Court of Leiria.