GENERAL PURCHASE CONDITIONS

Starting from now, the General Purchase Conditions of Industrial Carrocera Arbuciense, S.A, INDCAR, include a description of the procedures, instructions and general rules to be applied in all purchases made by the company and are complementary to the particular or specific conditions of a component, raw material or production goods.

These contractual purchasing conditions apply to all Indcar Group Plants: Indcar Arbúcies, Indcar Romania and Indcar Almotrans

  1. GENERALITIES

In this document, “Supplier” means the entity to which the order is placed and indicated therein. By “INDCAR” it will be understood the company that buys.

  1. ACCEPTANCE OF THESE CONDITIONS OF PURCHASE

These general conditions of purchase cancel and replace all other contrary general conditions.

The fact that a supplier accepts an order implies the acceptance of these general conditions without reservations.

Any derogation or modification of these general conditions of purchase must be expressly indicated in the particular conditions of the order.

  1. ACCEPTANCE OF THE ORDER

The technical or quality specifications together with the specifications on packaging, transport, price, delivery date and payment terms and other specific conditions or agreements that have been established with the supplier since the request for quotation made by INDCAR, until the supply of the order by the supplier, will be considered contractual together with their corresponding modifications always validated by both parties. The order will automatically become a contract upon acceptance by the supplier. If, after 24 hours from sending the order, we do not receive any notification, acceptance is automatically confirmed by the supplier.

Any modification or subsequent exception of the order must be accepted by INDCAR and by the supplier by mutual agreement, in writing.

Very important: due to the implementation of our new RP, we cannot accept any invoice with price differences from the corresponding order without having been validated upon receipt of the material.

  1. OFFERS

All conditions and specifications included or attached to the supplier’s offer that have not been required by INDCAR’s quotation request will be considered null and void. The mere mention of the supplier’s offer in the order or attached documents does not modify such clause. Also, these conditions of purchase prevail over the general conditions of sale of the supplier.

Any change to the conditions of the offers and the rates in force during each current fiscal year may not be modified without INDCAR’s agreement.

5. PRICES, SHIPMENTS AND EXTRAS

  1. a) The prices declared will be considered as agreed for the Purchases and the payments will be made according to DAP INDCAR conditions under INCOTERMS 2010 or according to the previously established conditions.
  2. b) Unless otherwise indicated, the prices included in the order will be firm.
  3. c) Payment of the order price will not imply any waiver of the rights stipulated by INDCAR.
  4. d) The prices are fixed and not reviewable, so no variation of the same will be accepted in delivery notes that have not been communicated prior to the shipment of the goods, to the Purchase Department of INDCAR and have not been accepted. Very important: due to the implementation of our new RP, we cannot accept any invoice with price differences from the corresponding order without having been validated upon receipt of the material.
  5. e) No extra delivery will be accepted if it is not expressly indicated in the order.
  6. f) The supplier will be responsible for any difference in freight or other expenses incurred due to non-compliance with the delivery instructions specified in the order.
  7. g) The supplier is responsible for delivering the materials within the delivery times indicated in the Purchase Order. In case of failure to meet the deadline, it must notify the Purchasing Department to propose a different date and agree on the new delivery period. Very important: The delay of deliveries can lead to invoices charged to the supplier for breach of the deadlines considering the temporary duration of this damage. The supplier undertakes to comply with the agreed delivery deadlines and if this is not possible, it must notify it in writing upon receipt of the order.

6. PAYMENT CONDITIONS

  1. a) The General Payment Conditions of INDCAR are by bank transfer and payment day on the 20th of each month, payment term according to specific agreements.
  2. b) No invoice payment will be accepted without INDCAR’s order and without the corresponding delivery note stamped by INDCAR.
  3. c) The supplier is obliged to send the original invoice, either by mail, or by email to the following addresses: facturas@indcar.es, facturas@almotrans.es, suppliers@indcar.es
  4. d) Transportation invoices: the CMR and the delivery note signed by the recipient must be attached together with the invoice
  5. e) The supplier undertakes not to assign all or part of its debt resulting from the fulfilment of an INDCAR order to any financial organization without our prior agreement.

7. ORDERS AND ASSOCIATED DOCUMENTATION

  1. a) Upon the request of the Purchasing Department of INDCAR and for all new and modified parts or for validation purposes, the supplier must deliver to the place and within the time indicated, the First Samples and/or Prototypes that are representative of its manufacturing process with their documentation and to agree under the plans and corresponding version indicated in INDCAR’s order. It is the supplier’s responsibility to provide according to the plan number and modification indicated in the order. In case that it does not appear in the order, please use the latest version received by Indcar.
  2. b) Costs that may have been incurred by INDCAR or its customers, derived from the delayed delivery of components or the delivery of incorrect components, will be passed directly to the supplier. Very important: Due to the recent implementation of the LEAN MANUFACTURING system in our production lines, the costs generated by delays or quality incidents, will be multiplied by the total number of days and vehicles that cannot advance according to the new process layout.
  3. c) The supplier is not authorized to send parts or components of quantity production to INDCAR’s plants, without the approval of INDCAR’s Quality Department of the First Samples and/or Prototypes, or an authorization signed by INDCAR. Any cost derived from the supply of parts without the approval of the First Samples and/or Prototypes without concession, will be passed on to the supplier.
  4. d) In the order confirmations and also in the invoices and delivery notes, INDCAR’s item reference and INDCAR’s order number must be mentioned.
  5. e) In each delivery note, there shall be stated INDCAR’s order number, INDCAR’s item reference, the tariff code and the weight of the item.
  6. f) All the expenses incurred in order to comply with the delivery date according to INDCAR’s purchase order and the repercussions of the delays by the suppliers, will be transferred to them, prior communication.

 

  1. INSPECTION AND CONTROL

INDCAR and its authorized representatives reserve the right to verify the product of the purchase during the reception, manufacture or supply to the customer and even in the facilities of INDCAR’s customer, if necessary.

The inspection of the material and acceptance will not release the supplier from its warranties and responsibilities to supply the material or equipment in accordance with the specifications.

The products will have minimum two years of warranty against manufacturing defects or hidden defects, from the commissioning date of the vehicle. Except for previous agreements with INDCAR. See details in section (9).

Any material of the supplier that does not meet the specifications and is detected during receipt, manufacture or has been returned during the warranty period by our customer as a result of non-conformity of the purchased product will be returned to the supplier with the associated costs of the return.

The administrative expenses, recovery or rework generated by the non-conformity according to the specifications of the product supplied by the Supplier, will be passed on to the Supplier.

If the Supplier does not agree with the “concept” of the charge, the Supplier will have 5 working days to claim this to INDCAR’s Quality Department, from which it must obtain cancellation of the charge, if applicable. The number of hours of stoppage of the line, the price/hour (€ 60) or the number of urgent transport carried out by INDCAR due to delays of the Supplier will be charged directly to the Supplier. In the event of a selection/rework within INDCAR, the Supplier may send the necessary personnel for its performance and otherwise, INDCAR will use its own personnel. In this last case, the Supplier will be obliged to accept the number of hours and the price/time set by INDCAR.

By fulfilling our orders, you agree to comply with all the terms of these documents, which will be part of the contract, and to implement an adequate quality assurance system. These terms also apply to your subcontractors.

The supplier will inform us without delay of any proposed modification to the composition of the parts, equipment or services or their technical operating conditions. Any technical modification, no matter how minor it is, will be subject to the prior written authorization of INDCAR. Likewise, in the case of purchases delivered, the supplier will inform INDCAR without delay, of any defect or non-compliance with our specifications, in order to mitigate its adverse consequences.

Our staff or any person designated by INDCAR will have free access to the facilities of the supplier and its suppliers and subcontractors during normal business hours to monitor the progress of our order and verify compliance.

 

  1. GENERAL AFTER-SALE CONDITIONS

DEFINITIONS:

Warranty: it is the obligation to restore the efficiency of defective or unusable parts, by replacing them with new or reconditioned parts, as well as the free repair of defective parts that can be reused. The warranty establishes the duration of said obligation.

Vehicle in stock: it is any vehicle manufactured by INDCAR which has not been sold to an end customer and has not been registered within a period of 6 months from the Ok manufacturing date. These vehicles can be owned by INDCAR or by any of the official dealers of the INDCAR commercial network.

WARRANTY PERIOD:

The start of the warranty will be the date of the first registration of the vehicle specified in the registration permit. For vehicles in stock, the warranty start date will be the date the vehicle is delivered to the end customer (in this regard, the reference date will be

the one that appears on the delivery receipt)

The warranty period is 24 months

The provider will define the warranty extension when the client requests it.

DOCUMENTATION:

the supplier will deliver the material or equipment with an instruction manual

– where the operation of the equipment is explained

– where incompatibilities and inappropriate uses to be avoided are clearly established

The supplier will have a spare parts catalogue where the component materials of the equipment are easily identified, allowing the supply of materials.

MAINTENANCE:

The supplier will define in writing the procedure or process with detailed instructions, as well as planning periodic inspections, and will establish a maintenance program for the equipment, identifying the material and labour force required to carry out said maintenance. Where applicable, the supplier must establish a specific maintenance program for vehicle equipment in stock.

SERVICE WORKSHOPS:

The supplier must deliver a list of associated workshops close to (less than 100 km) the destination of the vehicle. It will be positively valued that the supplier has workshops in the area of customer service.

If INDCAR requires it, the supplier’s technical service will move to where the vehicle is located, without this entailing any charge for INDCAR or for the client. In cases where official workshops are not available, the supplier must offer the possibility of converting some of the workshops of the INDCAR network of workshops into an official service.

SPARE PARTS MANAGEMENT:

The supplier is responsible for the logistics management of the materials that are sent as spare parts under warranty. This includes:

recovery of those substituted, when appropriate and at its discretion

– the supplier will be responsible that the workshops that provide technical assistance services have the necessary material in stock and identified as emergency and that they can have the necessary material for a repair, considered non-emergency, in a period of less than 24 hours in the associated workshop. The expenses derived from the delivery of the material will be borne by the supplier.

– The spare parts warranty applicable to parts assembled during the warranty period will expire at the end of the standard warranty period for that part. The supplier will ensure the delivery of spare parts for 15 years.

MANAGEMENT OF INCIDENTS:

The supplier will have the necessary material, logistical and technical support through its network of technical assistance workshops to resolve any incident that appears in its product once installed.

The provider undertakes to report quarterly the incidents that were the reason for intervention or advice to the end customer. The data will be delivered in electronic format, tabulated in a spreadsheet. The data of each record will contain: customer, OF, chassis, incident, date of incident, repair workshop.

ASSEMBLER APPROVAL:

The supplier will approve the assembly process by giving its approval. If possible, periodic inspections, scheduled or not, will be established in order to ensure the conditions for which the assembly and the assembler were approved.

The supplier will establish checking plans (PDI) to ensure correct assembly and operation, as well as to guarantee the operating conditions of the equipment / element installed 100%.

The provider undertakes to deliver a copy of the PDI records indicating, where appropriate, if deviations were observed. The delay in the delivery of the records will not be more than 3 days.

TRAINING:

The supplier will make available the human resources necessary to train the SAT INDCAR team and its network of workshops. It will make available to INDCAR and / or its network of workshops a diagnosis and maintenance team if necessary. In necessary, INDCAR will request periodic visits by the supplier to the network of workshops to provide technical support and training.

PUBLIC TENDERS:

For vehicles that are marketed through public tenders, the service, maintenance, warranty and penalties requirements established in the specifications must be considered. The supplier must accept the established requirements.

Previously INDCAR will communicate the conditions to the supplier and the later must accept them.

10. CONDITIONS OF SUPPLY, DEADLINES, TRANSPORTATION AND PACKAGING/IDENTIFICATION

  1. a) INDCAR will indicate the supply conditions in each order or contract: DAP deliveries in Indcar Arbúcies and / or Indcar Prejmer (Romania)
  2. b) The supplier undertakes to always send us the confirmation of INDCAR’s order that receives both in terms of dates and prices. If we do not receive a response, INDCAR’s order will be confirmed.
  3. c) The supplier undertakes to deliver the material within the period established in the order confirmation, this period being of 2 weeks from the date of processing the order. It should be specified the agreed delivery period according to the component, as well as commitments to maintain a safety stock in supplier’s facilities, if applicable
  4. d) In case of delay in delivery, INDCAR reserves the right to grant the manufacture of all or part of the Order to another supplier. For this purpose INDCAR will be able to use all industrial and intellectual property rights associated with the design and implementation of the ordered Purchases that must be completed by another supplier, without prejudice to any right to claim damages and reimbursement of any additional costs incurred by the supplier.
  5. e) The supplier will be responsible for the deterioration of the purchased material caused by improper packaging, poor conditioning. Therefore, unless there is an express term to the contrary, all packaging materials and containers delivered by the supplier will be considered lost and their cost will be covered by the price of the order. The supplier can be held liable if the ordered Purchases deteriorate during transport and storage operations due to the fact that packaging or protection is not appropriate to the nature of the goods, the means of transport or the storage conditions, provided that whenever special conditions are required, the supplier will specify them.
  6. f) Packing List: each packaging unit shall bear the indications prescribed by the regulations in force in the EU Member States and/or in the countries specified by INDCAR: the delivery date, expiration date (if applicable), INDCAR’s order number, delivery note, INDCAR’s code, quantity, dimensions and delivered weight.
  7. g) Likewise, each part must also be identified individually.
  8. h) The period included for the return of non-conforming / defective material will be of 6 weeks without financial penalty

 

  1. SUBCONTRACTS

In the event that the supplier has to subcontract, the supplier must notify INDCAR and the supplier will maintain all responsibility for the supply and labour as well as for the sub-orders made.

  1. CONFIDENTIALITY

All the plans, designs and specifications sent by INDCAR to the supplier, are the exclusive property of INDCAR, considering them as confidential and therefore, the supplier agrees not to provide them and, in general, not to use them, nor their copies, without the prior written approval of INDCAR, in writing.

13. MODIFICATIONS OF THE PRODUCT AND PRESERVATION OF MOVABLE PROPERTY

  1. a) In the event that INDCAR transfers moulds, dies or tools to a supplier for the manufacture of the parts, this transfer must be formalized by means of a “Contract of assignment of tools or a lending agreement of movable property”.
  2. b) The supplier is not authorized to modify, without the prior written approval of INDCAR, the materials, moulds, dies, tools and in general everything that modifies the product supplied in accordance with the existing specifications.
  3. c) The supplier is obliged to carry out repairs and maintenance of the moulds, dies and tools owned by INDCAR that are necessary for the manufacture of the product in order to guarantee the quality and correct conservation of those goods owned by INDCAR. If, as a result of a repair, the product has changed, the supplier must notify this and submit the First Samples and/or Prototypes.
  4. d) It is the responsibility of the supplier to inform INDCAR of the need to manufacture moulds or dies that require replacement, sufficiently in advance to avoid risks of supply or quality.

14. MATERIAL SUPPLIED BY INDCAR.

In the event that the supplier receives material from INDCAR used for the manufacture of the products of purchase, INDCAR undertakes to supply the necessary material to the supplier and to meet its supply requirements. The possible quality problems found by the supplier in the supplied product will be analysed in the same way as those found in the product supplied by the supplier, determining the responsibilities according to the technical and quality characteristics defined for the product. The quality defects of both parties and their responsibilities will be treated and analysed by the interested parties among their Quality Departments.

  1. TERMINATION

If the supplier decides to terminate the contract, the supplier must guarantee the minimum number of parts that guarantee the supply to INDCAR’s customers, plus a safety inventory that allows the transfer of the production to another supplier.

INDCAR may terminate the contract unilaterally if, in its opinion, the compliance with the quality and service requirements agreed upon with the end customer for which the parts of this contract are manufactured is endangered, without prejudice to its right in any case to receive compensation for the damages caused.

INDCAR can proceed to immediate termination when the supplier suspends the payment, enters bankruptcy or insolvency procedures.

The agreements between INDCAR and the supplier cannot be assigned or transferred without the prior written consent of INDCAR that may terminate such agreements automatically, without prior notice, in case of breach of this obligation. In case of transfer of the shares or assets or change of the direct or indirect control of its company, the supplier will inform INDCAR, and the latter may terminate the contractual relationship without prior notice.

  1. LEGAL REQUIREMENTS

The supplier must comply with all applicable laws and clauses, regarding the order from its formalization as well as the material and/or equipment that represent its object.

In the execution of this order and/or contract, the supplier will act as a separate and independent legal entity and in no case as an INDCAR agent.

  1. LITIGATION

For the settlement of any litigious issue derived from this contract or legal act, the parties submit themselves to the institutional arbitration of the Courts of Girona, which is responsible for the appointment of the arbitrator or arbitrators and the arbitration management, undertaking from this very moment to comply with the arbitration decision.

  1. FORCE MAJEURE

Causes of force majeure, recognized under the Spanish law, will relieve the parties of the responsibilities of non-compliance resulting from this force majeure provided that the affected party has done everything possible to reduce the impact of such force majeure and has immediately informed the other party of the existence or risk of existence of said circumstance.

  1. COMMERCIAL RELATIONS POLICY

Within the commercial collaboration between the supplier and INDCAR, the supplier undertakes to sell the exclusive INDCAR references contained in the purchase orders, only to INDCAR and never to third parties. All requests received from other customers should be directed to INDCAR.

The supplier admits the commercial confidentiality of this document and undertakes not to reveal or transmit to anybody, in any way, any of the documents, drawings, know-how, investigations, moulds, tools, dies, tools or samples transmitted by INDCAR.

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