On acceptance of the order, the Supplier undertakes to accept all DIBAL, S.A.’s specifications, except when DIBAL, S.A. has accepted others in writing.
The Supplier is liable for the conformity of all products supplied to the specified requisites, irrespective of the liabilities that the Manufacturer may have.
Invoices, delivery notes and papers referring to the delivery shall include the Dibal S.A. order number and Supplier number. Two delivery notes shall be sent, one of which shall be signed by the Supplier and returned.
The invoices shall be in the hands of DIBAL, S.A. within a maximum period of TEN DAYS, from the date of dispatch, for the payment terms and conditions to be upheld.
The commercial draft shall be issued with due date of NINETY DAYS from the date of the invoice with maturity on 10-20-30 of each month. Any other form of payment shall be recorded in writing on the order.
All specifications, drawings, lists of materials and documents in general, submitted to the Supplier on account of a delivery order belong to DIBAL, S.A. and are considered confidential. Consequently, the Supplier undertakes not to lend or communicate the same, nor copies or reproductions of the same, to third parties.
The Supplier shall not be entitled to subcontract the manufacture of the items without DIBAL, S.A.’s knowledge.
The prices, before tax, listed in the Delivery Order, shall be fixed and shall not be liable to modification under any circumstance except with the written acceptance on the part of DIBAL, S.A.
The said prices include the packaging and transport expenses to the DIBAL, S.A. warehouse in Derio (Bizkaia), unless otherwise specified.
Any information that may affect the Order shall be communicated by means of letter or fax.
DIBAL, S.A. is only liable for the orders through the abovementioned means.2.- TECHNICAL CONDITIONS
The Supplier shall not proceed to the manufacture of the products included in the order when they are in doubt as to how to interpret any of the documents. In the said circumstance, the Supplier shall inform DIBAL, S.A. of the matters under query and once they have been solved, and the documents modified, when appropriate, they shall be entitled to start manufacturing.
Any modification of the documents shall be reflected in drawings or written notes which DIBAL, S.A. shall send to the Supplier, any modifications made using procedures other than the abovementioned being rejected.
The Supplier is obliged to request the approval of DIBAL, S.A. for any possible modifications, before applying any of them to the manufacture of the Order.
At all events, and before proceeding with the manufacture, the Supplier is obliged to communicate such terms and conditions of the Order as they are unable to fulfil in writing to the DIBAL, S.A. and within a maximum period of one week.
The merchandise shall conform to the requisites laid down in the Delivery Order and the documents accompanying the same.
The Supplier is liable for the final quality of the merchandise and the quality of the materials used in the manufacture and stipulated in the technical documents.
When DIBAL, S.A. expressly requests in writing a modification, the Supplier shall be obliged to make the same, irrespective of the consequent negotiation of new order terms and conditions that may be necessary.
The Supplier shall perform such tests and checks as he deems necessary to ensure the conformity of the products supplied to the requisites of the Delivery Order and shall propose such changes as could lead to an improvement in the said merchandise to DIBAL, S.A.
When DIBAL, S.A. so requests, the Supplier shall be obliged to provide the records of the corresponding tests, at the same time as the merchandise. The records of tests shall be representative of the associated process and their identification shall allow them to be easily correlated with the part or subassembly to which they belong.
At its own request, or that of any of its customers, DIBAL, S.A. is entitled to visit the Supplier’s premises to check that the products purchased conform to the specified requisites.3.- DELIVERY TERMS
The Supplier shall deliver the merchandise to the DIBAL, S.A. warehouse. Deliveries shall be made within the delivery periods laid down in the Order. The delivery period is understood for supply to our warehouse in Derio (Bizkaia).
Any modification to the delivery date shall require the written authorisation of DIBAL, S.A.
In the event that the Supplier delivers the merchandise later than the agreed date, DIBAL, S.A. shall be entitled to cancel the order without prior notification.
DIBAL, S.A. reserves the right to put back the delivery period, following notification to the Supplier.
The Supplier is responsible for delivering the merchandise in perfect condition, without any blows, scratches or other faults. To this end, he shall protect the merchandise with the proper packaging to avoid damage to the products.
Each package shall be identified by the number of the Delivery Order and the item code, both provided by DIBAL, S.A., and the number of items it contains, symbols and instructions for the handling, transport and storage of the merchandise and the date of manufacture an/or date of dispatch of the merchandise.
The package containing the delivery note shall clearly indicate “Delivery Note included”.
The packaging of the merchandise shall include the unit protection in the parts, in the case of large parts and protection of manageable batches in the case of small parts.
These general terms and conditions regarding packaging may be modified by written agreement between the Supplier and DIBAL, S.A.
Whenever possible, the date of manufacture shall be marked on the parts. Should this marking alter the characteristics of the part, it can be marked on its protection.
The Supplier shall be liable for any damage to the merchandise during transport. Any damage shall be repaired without any charge to DIBAL, S.A.
The merchandise shall be accompanied by its corresponding delivery note specifying: DIBAL, S.A. order number, the person or department to which it is addressed, the amount and DIBAL, S.A. reference number of the parts and the prices of the same. In the event that the merchandise is delivered in several packages, the one containing the delivery note shall be properly marked.
The dispatches made carriage forward shall be carried out by the transport company designated by DIBAL, S.A.
The Order shall not be considered executed until all the products conforming to the requisites and all the certificates, instruction manuals, test records, etc, that should accompany the merchandise have been delivered.
DIBAL, S.A. is entitled to totally or partially cancel the order, at any time, provided that they notify the Supplier in writing. The stockpile of materials and work carried out to date shall be evaluated and settled by common agreement between the Supplier and DIBAL, S.A.
When the Supplier fails to comply to a considerable extent with the conditions of the Delivery Order, DIBAL, S.A. shall be entitled to cancel the same, with no cost whatsoever.4.- NON-CONFORMING MERCHANDISE
Delivery of products that fail to conform to the specifications shall give rise to the return of the batch in total or partially, without any charge whatsoever for DIBAL, S.A.
Non-conforming products that have been rejected shall be accompanied by a report outlining the particulars of the non-conformity.
The Supplier shall be obliged to replace the faulty merchandise within a maximum period of 7 days. In the event that non-conformity causes any detriment to DIBAL, S.A. the latter shall be entitled to demand a shorter period of time of the Supplier.
If non-conforming products can be recovered and cannot be returned due to urgency, DIBAL, S.A. shall proceed to carry out the recovery and notify the Supplier while charging the latter with cost of the said operation.
These return conditions shall prevail over those of the Supplier himself unless there is written acceptance on the part of DIBAL, S.A. or a written agreement between both parties.
Before being sent to DIBAL, S.A., the parts recovered by the Supplier shall be clearly marked with the words “Recovered parts”, in a visible spot.
DIBAL, S.A. reserves a period of 30 days from the actual delivery date to check the products received and notify the Supplier of their conformity. Nevertheless, if products non-conforming to the specifications are detected, subsequent to their reception, it is incumbent on the Supplier to repair or replace the same with others conforming to the specifications.
In all cases of products non-conforming with the terms and conditions of the Delivery Order DIBAL, S.A. shall be entitled to withhold payment, until they have been replaced in accordance with the order specifications.
5.- LEGAL STANDARDS AND INSTRUCTION MANUALS
The Supplier is obliged to observe the prevailing laws and standards regarding both products and services and, particularly, as far as the CE marking of its products is concerned.
Together with the merchandise, the Supplier shall provide the certificates, records or standards that prove compliance with prevailing standards.
Failure to comply with this point could give rise to withholding of payment of the invoice corresponding to the merchandise.
The Supplier shall be obliged to provide the applicable installation, operation, maintenance and calibration manuals of the equipment, together with the merchandise.6.- FINAL CONDITIONS
The conditions outlined in this document may only be modified by DIBAL, S.A. in writing in the Delivery Order, in a subsequent written communication sent to the Supplier or by means of particular conditions with a specific Supplier approved by DIBAL, S.A.
In the event of dispute, the Supplier, with express waiver of whatever individual rights may befall them, submits to the jurisdiction and competence of the Courts and Tribunals of Bilbao.