GENERAL CONDITIONS OF PURCHASE IN FORCE FROM 16/02/2021
V2 – 2021.02.16
All the orders and purchases made by GESTORA CATALANA DE RESIDUOS, S.L.U. (hereinafter, “GCR”) to you (hereinafter, “Supplier”) will be governed by the terms of these general purchase conditions, irrespective of their format (hereinafter, “contract”) and, where appropriate, the purchase order or request (hereinafter, “PO”) agreed by both parties. In the absence of a PO, only the conditions stated in this contract will be applicable.
The applicability of the Supplier’s general purchase conditions and any other regulations stipulated by the Supplier is expressly excluded.
The Supplier expressly agrees to this contract and its conditions upon submitting a PO.
Any amendment or condition that the Supplier makes to the PO and/or the contract will be considered invalid unless express approval by a person authorised by GCR is submitted in writing that specifies “acceptance of the amendment to the General Conditions”.
In the event of any discrepancy between the conditions of this contract and the PO, those stated in this contract will prevail.
Any PO submitted must be processed by GCR in an ordinary manner through its SAP system. If the PO is issued or prepared by the Supplier, it will only be valid with the express written approval of GCR.
1. The product or service specified in the PO will be delivered in proper condition according to the terms stated in the PO. Upon delivery it becomes the property of GCR. If applicable, the Incoterm 2020 rules (International Chamber of Commerce) agreed in the PO will be in force; in the absence of an agreement on the Incoterm rules to be applied, the product must be delivered as indicated in point 4, at the risk and peril of the Supplier. The Supplier must cover all costs and risks, including insurance and shipping, until the product has been delivered to GCR. GCR will assume no liability for any damage, loss or harm occurring before the agreed delivery has been completed.
2. GCR may cancel or alter the PO during its execution, providing that it acts in good faith. The Supplier may not refuse such changes, nor may it alter the PO without the prior written consent of GCR.
3. The conditions (including, where applicable, packaging, assembly, etc.), methods and times of delivery and/or service provision will be those stated in the PO; they may not be changed without the written permission of GCR. The PO and its conditions are understood to be accepted by the Supplier, unless the latter expresses its opposition in writing within two days of the PO’s issue. The Supplier must provide all technical and formal information to GCR (delivery note, technical specifications, use and storage guidelines, etc.) before or at the time of delivery of the product or service.
4. The agreed delivery dates and place of execution are binding and cannot be changed unless agreed in writing by GCR. The place and method of delivery will be as agreed. The place of delivery or service provision will be, unless otherwise agreed, the GCR facilities specified for delivery and, where applicable, reception. If a specific address is not given, delivery will be made to c/ Boters s/n, Pol. Ind. Les Planes, La Bisbal del Penedès, Tarragona 43717, Spain.
5. The Supplier guarantees that its products and services adhere to the commitments agreed with GCR in the PO, including those relating to technical documentation and specifications. The Supplier also guarantees that its products and services are up to date and meet the highest quality standards. In case of successive works or periodic supply: the Supplier must inform GCR with reasonable notice and in writing of any modification or change in products or services (including the product’s composition). Any changes that the Supplier makes during its relationship with GCR must be reported to and accepted by GCR. No changes may be made without prior written permission from GCR.
6. Quality audit: GCR may carry out quality audits of the Supplier’s products, services or plants (in the latter case, with prior notice and during working hours). The Supplier must provide GCR with the information it requests, without prejudice to GCR’s confidentiality obligations. If deemed appropriate, the Supplier agrees that the audit may be carried out by their subcontractors, sub-suppliers or collaborators. Failure to comply with this obligation may provide GCR with valid grounds for early termination (at no cost to or compensation required of GCR) of its agreement with the Supplier.
7. The goods and services supplied to GCR will become their full property and must be of the agreed quality, free of defects, rights and/or claims by third parties and/or qualifications of any kind. The warranty period for the products and services supplied will be 36 months and never less than the legally established period should it be longer. Any inspection or supervisory work carried out by GCR will not affect or limit the Supplier’s liability in this regard.
8. GCR may make a reasonable complaint to the Supplier in regards to any deficiency. Without prejudice to its legal rights, GCR will be entitled and have the option to have any defects or failures remedied (through repair, replacement, or otherwise) immediately or in the most urgent manner possible. In such cases, GCR may choose to receive financial compensation and even fully cancel the order or PO and receive financially compensation for it. The Supplier must cover all costs related to the identification of defects, including but not limited to those related to travel, repairs, replacements or compensation.
9. The products and services will be used by GCR in any manner it deems suitable, including but not limited to own use and/or use by or with third parties and/or integration with own and/or third-party goods and/or services and/or integration by third parties. By virtue of the PO and when necessary, GCR is granted a non-exclusive, unlimited and free worldwide licencing right in relation to the products or services supplied (including associated intellectual or industrial property rights), and it is entitled to sublicense to its clients under identical conditions. With the exception of this point, and unless otherwise agreed, the respective intellectual property rights of GCR and the Supplier will not be affected by the PO.
10. The deadlines and/or schedules for the delivery of products and/or the provision of services will be those stated in the PO. A delay of more than 2 working days (according to the calendar of Barcelona (Spain)) will imply a penalty of 1%/each calendar day of delay of the total agreed price (established or estimated) stated in the PO, which GCR may compensate through payments to the Supplier unless otherwise agreed. The Supplier must proactively and duly inform GCR of any incidents regarding delivery deadlines and/or schedules.
11. The Supplier assumes a duty of care towards GCR and undertakes to report any incidents. In the event that the Supplier has been informed of the intended use or purpose of the products or services supplied, or if the intended use can be considered reasonably obvious to the Supplier, it will be obliged to inform GCR immediately if the Supplier’s goods or services are not suitable for that purpose.
12. The Supplier represents and warrants that it is the full owner of the goods or services supplied, including software or other similar goods, and it is not subject to any limitation, condition, third-party right or restriction of any kind.
13. The Supplier declares that it is in compliance with all applicable regulations – in particular environmental, labour and anti-money laundering regulations – that it does not use child labour and complies with the standards set out in GCR’s Code of Ethics. It assumes these obligations on his own behalf and on behalf of its group or related companies and their suppliers, and will be held liable if this condition is not met. This code can be viewed at: www.gcrgroup.es. The Supplier undertakes to verify its compliance in writing on a regular basis or when so required by GCR; refusal to provide such verification will be interpreted as a serious and deliberate breach by the Supplier.
14. The Supplier and its related companies are not in any situation that would require them to undergo dissolution, pre-insolvency or insolvency proceedings, and they are currently current with all of their obligations.
15. The Supplier must take out at its own expense, pay the premium for and maintain in force at all times during the validity period of the PO or its relationship with GCR (including the warranty period) the appropriate insurance policies with companies of recognised financial solvency for an amount sufficient to cover the risks associated with execution of the PO. Any liability of the Supplier will not be modified or limited by the fact of having taken out insurance.
16. Any failure by the Supplier to comply with the provisions of this instrument, including point 20 thereof and those in the preceding paragraphs, will entitle GCR to cancel the PO (and thus require the Supplier to proceed with the withdrawal, in whole or in part, of the product supplied and/or, in whole or in part, to cease providing the services) and to request full compensation from the Supplier. This compensation must never be less than the payments already made by GCR to the Supplier, as well as the costs, damages and losses suffered by GCR (including, but not limited to, any costs or expenses of removal, transportation or disassembly, customs, reasonable consultancy costs or losses to or from customers), plus an additional 25% of the resulting total figure for these items. All payments from the Supplier will be paid on first demand from GCR.
17. Payments / invoices: GCR must be provided with an invoice that includes the PO number, VAT number, the type, scope and time of delivery, the price per item, as well as the value added tax and any other taxes, suitably itemised. Payment will be made by bank transfer and under the conditions and within the time limits specified in the PO issued by GCR, without prejudice to GCR’s full right to offset payments to the Supplier with charges to them, all of which the latter agrees to.
18. Confidentiality: the Supplier must sign a confidentiality agreement with GCR. If the Supplier does not enter into a confidentiality agreement, or in any other circumstance, they will assume responsibility for and handle any information provided by GCR in a confidential manner, and they may only and solely use such information provided by GCR for the purpose of delivering supplies and/or services to GCR and not for their own purposes. This obligation extends to all the Suppliers’ employees, collaborators, related companies or third parties. GCR’s information may only be shared with employees, collaborators, related companies or third parties who need to know it because they are involved in the PO’s execution. GCR’s information is considered for all purposes to be business secret and must be handled and protected as such, and the Supplier will be held liable for the disclosure of any information by its employees and/or collaborators. The Supplier may not reveal or make any reference to being a supplier of GCR without written authorisation from GCR.
19. Neither party will be liable to the other for any delay or failure to perform obligations due to an event which was unforeseeable, unavoidable and beyond the other party’s reasonable control and that prevents it from performing its obligations, in spite of having made every reasonable effort in that regard. Such events include acts of terrorism, acts of war or the threat of war, natural phenomena, fires, explosions, epidemics or actions taken by a government. Strikes (including general strikes) will not be considered as unforeseeable or force majeure events. The affected party must immediately notify the other party of the existence of such a situation and reasonably attempt to remedy or minimise its effects. The suspension of the contractual obligations will be maintained while the unforeseeable or force majeure event persists. If such an event continues for a period of time that makes the PO of no use to GCR, the latter will be entitled to immediately terminate the PO by providing written notice; furthermore, neither party may bring any claim whatsoever against the other relating to the unforeseeable or force majeure event.
20. Other provisions: 20.1. The Supplier must state in its commercial documents the origin (country) of all products, and it must guarantee that no regulations have been breached that will prevent their transmission and marketing. 20.2. The Supplier must comply with all applicable national and international export and embargo laws and regulations, including those of the United Nations, the European Union or the United States of America. 20.3. The Supplier must inform GCR, in detail and in writing, of all information requirements that it justifiably requests, and it will be held liable should it fail to do so. 20.4. The Supplier must inform GCR of any relevant issues affecting the product or services, and it must comply with obligations arising from the applicable regulations (e.g., environmental, REACH). 20.5. Taxes: they will be applied to and the responsibility of each party according to applicable regulations. 20.6. The Supplier must not subcontract or assign, in whole or in part, any rights, duties or obligations arising from its relationship with GCR. Nor may it assign any credit rights for amounts owed by GCR to the Supplier. GCR may, at its sole discretion, assign or otherwise dispose of any of its rights and obligations to the Supplier and is required to notify the Supplier thereof. If the Supplier contracts or subcontracts the product’s carrier, GCR assumes no obligation or liability whatsoever to that carrier, especially with regard to the payment of its services. 20.7. If any provision herein is held by a competent authority to be invalid or unenforceable in whole or in part, the provision will be interpreted as necessary to remove the invalidity or unenforceability without affecting the validity of the remaining provisions. 20.8. GCR’s waiver of the right to claim against the Supplier for breaches may not be deemed a waiver of the right to claim for any other subsequent breach of the same or of a different nature. If GCR does claim its rights at the time of a breach, this will not affect its right to do so at a later date. 20.9. Notifications. Notifications and other communications sent by one party to the other will take effect from the moment they are received by the addressee, with the notification address being the one stated in the order. The Supplier must provide GCR with an e-mail address which it undertakes to maintain operational and which will always be considered as valid for the purposes of notification, including notifications associated with disputes or litigation.
21. The parties expressly submit to Spanish common law, with the express exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods of (CISG) 11 April 1980. In the event of a dispute between the parties that they are unable to resolve amicably, they submit to the jurisdiction of the Courts of Barcelona (Spain), expressly waiving their own jurisdiction if it is different. This condition is essential and is expressly accepted by all parties.
V2 – 2021.02.16