GENERAL PURCHASE CONDITIONS
- GENERAL PURCHASE CONDITIONS
The General Purchase Conditions of Industrial Carrocera Arbuciense, S.A, also called INDCAR, from this moment on, include a description of the procedures, instructions and general rules to be applied to all purchases made by INDCAR and are complementary to the particular or specific conditions of a component, raw material or production good, that can be established between the parties at any time.
- ACCEPTANCE OF THE PRESENT PURCHASE CONDITIONS
These general purchase conditions cancel and replace the previous ones in everything that contradicts them.
The fact that a Supplier accepts an order implies that it unreservedly accepts these general conditions.
Any modification of these general purchase conditions by INDCAR must be expressly stated in the Purchase Order and be expressly accepted by the Supplier.
Likewise, these purchase conditions prevail over the general conditions of sale that the Supplier may have.
- SUPPLIER’S OFFERS
The conditions of the offers in force in each current year will be provided by the Supplier to INDCAR and may not be modified during their validity without having been previously accepted by INDCAR. Any condition and/or specification included or attached to the Supplier’s offer that has not been previously communicated and accepted by both parties, will be considered null and void.
- PURCHASE ORDER AND ACCEPTANCE BY THE SUPPLIER
The Purchase Order issued by INDCAR will include the technical and/or quality specifications together with the specifications regarding the packaging, transportation, price, delivery date and payment terms and any other specific conditions in accordance with the current offer submitted by the Supplier. The Purchase Order will automatically become binding for both parties and will be considered a firm agreement from its acceptance by the Supplier, who must send a confirmation of receipt and acceptance within the following 4 business days. If after these four working days from the shipment and receipt of the order we do not receive any notification, the Purchase Order will be considered as automatically confirmed by the Supplier.
It is important to verify the receipt of any Purchase Order on a daily basis in order to avoid serious consequences caused by the loss of Purchase Order documents.
Any modification that may exceptionally arise after the issuance of the Purchase Order must be accepted by INDCAR and the Supplier by mutual agreement, leaving a written record thereof.
Very important: due to the implementation of our new RP, we will not be able to accept any invoice that includes prices different than those that were included in the corresponding Purchase Order.
- PRICES, EXTRAS
The prices provided to INDCAR in the Supplier’s offer will be considered agreed for the Purchase Orders and will include all the expenses that are generated until the delivery of the purchases according to the DDP INDCAR conditions according to INCOTERMS 2020, with the exception of those special delivery requests that must be agreed upon by mutual agreement.
In all Purchase Orders, INDCAR will state the prices provided by the Supplier
Provided that the contrary is not indicated, the prices included in the Purchase Order will be firm.
The prices established in the Purchase Order are fixed and non-revisable, therefore no variation will be accepted in delivery notes that have not been communicated to INDCAR prior to the shipment of the merchandise to the INDCAR Purchasing Department and have been accepted by this department expressly.
Very important: due to the implementation of our new RP, we will not be able to accept any invoice with different prices than its corresponding Purchase Order without having been validated upon receipt of the material.
Any extra that is not expressly indicated in the Purchase Order will not be accepted unless it has been previously expressly agreed between the parties.
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 confirmed Purchase Order.
- PAYMENT CONDITIONS
INDCAR’s standard General Payment Conditions are by bank transfer on the 20th of each month or payment term according to specific agreements
Note: INDCAR Romania, by bank transfer on the 30th of each month
No invoice payment will be accepted without a PURCHASE ORDER from INDCAR and proof of a sealed delivery note may be requested from the Supplier when INDCAR deems it necessary. WITHOUT THIS DELIVERY NOTE, NO INVOICE WILL BE PAID.
Likewise, each delivery note and/or invoice and for each article, MUST indicate:
- Tariff heading code
- ORDERS AND ASSOCIATED DOCUMENTATION
At the request of INDCAR’s Purchasing Department and for all new and modified parts or for validation purposes, the Supplier must deliver at the agreed place and time, the First Samples and/or Prototypes that are representative for its manufacturing process with the documentation and agreement according to the plans and corresponding version indicated in the INDCAR order.
It is the responsibility of the Supplier to provide according to the plan number and modification indicated in the Purchase Order. In the event that it is not included in the Purchase Order, please use the latest version sent by INDCAR
The Supplier is not authorized to modify, without the prior written approval of INDCAR, the materials and, in general, anything that modifies the purchased product according to the existing specifications.
The Supplier is not authorized to send serial production parts or components to the INDCAR plants without the approval of the First Samples and/or Prototypes by the INDCAR Quality Department, or an authorization signed by INDCAR. Any cost derived from the supply of parts without the approval of the First Samples and/or Prototypes by INDCAR, will be assumed and, where appropriate, passed on to the Supplier.
In the confirmations of the Purchase Orders and also in the invoices and delivery notes, the INDCAR reference of the article and the INDCAR order number must be included.
The tariff code will appear, only for international shipments, on the invoice of the material
- INSPECTION AND CONTROL
INDCAR and its authorized representatives reserve the right to verify the purchased product during receipt, manufacture or supply to the customer and even at the INDCAR customer’s facilities, if necessary. The deadline to proceed with this inspection is 12 weeks from the receipt of the material. Within this period, the return of the non-conforming / defective material will take place without financial penalty.
The inspection of the material and its acceptance will not exonerate the Supplier from its guarantees and responsibilities to supply the material or equipment in accordance with the specifications.
The products will have a 2-year guarantee against any manufacturing defect or hidden defect or defect, counting from the date of registration of the vehicle.
Any material from the Supplier that does not meet the specifications and that is detected during reception, manufacture or that has been returned under warranty by our customer as a result of a non-conformity of the purchased product, will be returned to the Supplier, prior agreement, through its procedure of return, bearing the transport costs to its facilities for inspection and the associated costs of the return.
In the event that an adaptation / rework has to take place at INDCAR, the Supplier will coordinate and send the necessary personnel to carry it out. If the Supplier cannot manage this adaptation or rework directly, INDCAR will use its own personnel. In this second case, the administrative expenses, recovery or rework generated by the non-conformity according to the specifications of the product provided by the Supplier, will be assumed by the Supplier after a budget accepted by the latter. The objective is to treat with extreme priority incidents that may cause changes in the management of the line.
If within 48 hours (Arbúcies) and 72 hours (Romania) calculated in business days, from the notice of the incident, the Supplier has not coordinated the resolution of the same, the number of hours of line stoppage, at the price/hour (€60) or the amount of urgent transport carried out by INDCAR due to the Supplier’s delays, will be invoiced directly to the Supplier, the maximum value to be invoiced being a maximum of 25% of the amount of the material to be installed, and it may be jointly and expressly agreed other solutions for exceptional situations.
By accepting the Purchase Orders, you agree to (i) comply with all the terms of said documents, which will form part of the contract and (ii) implement an adequate quality assurance system. The Supplier undertakes to enforce the same quality guarantee terms to its subcontractors, assuming any responsibility of these before INDCAR.
The Supplier will inform INDCAR without delay of any modification that it intends to make to the composition of the parts, equipment or services or to its technical operating conditions. Any technical modification, no matter how minor, will be subject to the prior written authorization of INDCAR. The same way, in case of purchases already delivered, the Supplier will inform INDCAR without delay of any defect or non-conformity 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 working hours to monitor the progress of our Purchase Order and verify its compliance.
- DELIVERY CONDITIONS, DEADLINES, TRANSPORTATION, PACKAGING AND IDENTIFICATION
INDCAR will indicate the supply conditions in each Purchase Order or contract that, unless otherwise indicated, will be DDP INCOTERMS 2020 in lndcar Arbúcies and/or Indcar Prejmer (Romania).
Very important: The Supplier undertakes to comply with the delivery deadlines that appear in the Purchase Order and, in the event that it foresees that it will not be able to comply with them, it must notify INDCAR within the first 4 days from the receipt of the Purchase Order and propose a different date, agreeing on the new delivery term with the INDCAR Purchasing Department and leaving a written record, if any, of said agreement between both parties.
Notwithstanding the foregoing, in the event of a delay in the delivery of any accepted Purchase Order, the Supplier must inform INDCAR’s Purchasing Department of such eventuality as soon as possible and must specify in writing the causes and the measures adopted or proposals to minimize the consequences of said delay
Very important: The delay in deliveries may lead to invoices for the Supplier for non-compliance with the deadlines in relation to the temporary duration of this damage, except for reasons attributable to INDCAR or due to force majeure attributable to either party (INDCAR and Supplier), as long as the procedure indicated below is followed
- If the fulfilment of a contractual obligation is rendered impossible, restricted or delayed by a case of force majeure, the party incumbent on said obligation must adopt all reasonable measures to minimize the consequences of such a situation, being exonerated from the liability derived from such impossibility, restriction or delay and the deadlines set for the fulfilment of the affected obligation will be extended accordingly. In any case, the affected party must inform the other party in writing within a maximum period of five (5) working days from the occurrence of the cause of force majeure.
- Notwithstanding the foregoing for cases of force majeure, in the event of an unjustifiable delay in the delivery of the purchase according to the Purchase Order and without concrete actions to resolve it by the Supplier, INDCAR reserves the right to manufacture all or part of the Purchase Order with another Supplier, leaving the part affected by the delay of that Purchase Order cancelled for all purposes.
The Supplier will be responsible for the deterioration during transport of the purchased material, caused by inadequate packaging and/or poor conditioning. The Supplier may be held responsible if the Purchases ordered deteriorate during transport operations due to the fact that the packaging or protection is not suitable for the nature of the goods and/or the means of transport. In the event that INDCAR requires specific packaging due to the storage conditions, it will request it from the Supplier, who will make the corresponding technical and economic proposal.
Packing List: each packing unit will bear the indications prescribed by the regulations in force in the EU Member States and/or in the countries specified by INDCAR as well as the INDCAR order number, delivery note, INDCAR article code, quantity, dimensions and delivered weight
Whenever appropriate, the Supplier must deliver together with the material requested in the Purchase Order:
– Installation Manual
– User manual for customer delivery
– Spare parts manual
– Maintenance plan for customer delivery
- GENERAL AFTER-SALES CONDITIONS
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 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 date of manufacture. These vehicles may be owned by INDCAR or by any of the official dealers of the INDCAR commercial network.
The beginning 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 final customer (in this regard, the reference date will be the one that appears on the delivery receipt), being a maximum of 12 months of the vehicle in stock
The warranty period is of 24 months.
The Supplier will define warranty extension when the customer requests it
The Supplier may make available to INDCAR a specific catalogue for each vehicle. The Supplier will have a spare parts catalogue where the component materials of the equipment are easily identified, allowing the supply of materials
The Supplier will define the procedure or process in writing with detailed instructions, as well as the periodic inspections planning.
It will establish a maintenance program for the equipment, identifying the material and labour necessary to carry out said maintenance. In applicable cases, the Supplier must establish a specific maintenance program for vehicle equipment in stock.
The Supplier must deliver a list of agreed workshops close (less than 100 km) to the destination of the vehicle (end customer)
In cases where there are no official or agreed workshops, the Supplier must offer the possibility of training and/or converting into an official service some of the workshops of the INDCAR network of workshops or directly from IVECO.
SPARE PARTS MANAGEMENT:
The Supplier is responsible for the logistics management of the materials that are sent as replacement parts under warranty, which is its responsibility. This includes
- Recovery of those replaced at its expense, when appropriate and at its discretion
- Obligation to provide workshops that provide technical assistance with a list of suggested materials for the most common breakdowns
The delivery period for the spare parts under warranty will be of maximum 48 hours from receipt of the need/request. The expenses derived from the delivery of the material will be borne by the Supplier
In the case of high turnover, critical and standard components, the Supplier must have a safety stock, being able to manage their dispatch in a very short period of time.
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, FROM THE SALE OF THE LAST PART, being able to negotiate extensions of this period for specific operations
MANAGEMENT OF INCIDENTS:
The Supplier will have technical support through its network of technical assistance workshops or that of INDCAR, to resolve any incident that appears in its product once installed.
The Supplier undertakes to report quarterly the incidents that were the reason for intervention by its network of workshops. The data will be delivered in computer format, tabulated in a spreadsheet. The data of each record will contain information regarding: the customer, OF, frame, incidence, date of the incidence, workshop that repairs.
The Supplier will homologate the assembly process giving its approval to it. If possible, it will establish periodic inspections, scheduled or not, in order to ensure maintenance of the conditions for which the assembly was approved and the assembler certified.
The Supplier will establish check plans (PDI) to ensure the correct assembly and operation, as well as to guarantee the operating conditions of the equipment/element installed at 100%.
The Supplier undertakes to train INDCAR personnel so that it can carry out said PDls
The Supplier will make available the necessary human resources to train the SAT INDCAR team and its network of official or IVECO workshops at the Supplier’s facilities, being able to agree on other possibilities in specific situations. It will make a diagnosis and maintenance team available to INDCAR and/or its network of workshops if necessary. If required, INDCAR will request periodic visits, prior agreement, by the Supplier to provide technical support and training to the network of workshops.
At the beginning of each year, the Supplier will agree with INDCAR on 2 audits for its Arbúcies plant and 1 for the Romanian plant, both parties being able to agree to add one more if deemed necessary.
These audits will focus mainly on:
- Review of the assembly and adjustment of the different products provided by the Supplier.
- If applicable, update the approval period of the audited technicians in charge of the assembly and adjustment of the products provided by the Supplier.
- If applicable, update the approval period of the audited technicians in charge of carrying out the PDIs.
- PUBLIC TENDERS:
For vehicles marketed through public tenders, INDCAR will inform the Supplier on the conditions of service, maintenance, warranty and penalties for review and negotiation, reflecting the tender agreement in a specific contract in each case.
In general, the Supplier, as well as the personnel involved in the works, must be aware of the applicable environmental legal requirements and guarantee their compliance, therefore, it will be responsible and assume any legal breach derived from poor environmental management in its works
In the event that waste derived from the activity is generated, it must be managed by the same Supplier without implying any extra cost for INDCAR. If this is not possible and it has to be managed by INDCAR, authorization must be requested and stored in the containers intended for this purpose. In this case, it must be done in a segregated manner and in the appropriate container.
In the event of environmental accidents (spills, discharges…) the INDCAR contact person must be notified immediately in order to activate the established action protocols. Subsequently, INDCAR will analyse responsibilities and may pass on the cost of waste management to the Supplier.
- PREVENTION OF LABOR RISKS
The materials, machines, tools, installations and in general any work equipment or chemical products (chemical substances or mixtures), must comply with the current European Community Regulation or Directive and the corresponding product marking or certification directive, as well as the Spanish regulations and regional regulations on occupational risk prevention and industrial safety, providing the corresponding technical documentation that is legally established.
In addition, the company will draw up an affidavit in accordance with the requirements established by Law 31/1995 and Royal Decree 39/1997 and subsequent modifications and concordant regulations, that will execute the works specifically and when applicable, in accordance with the provisions of the Royal Decree 1627/1997 and subsequent modifications and concordant regulations, and the criteria established in the Guide for the evaluation and prevention of risks related to construction works, prepared by the National Institute of Safety and Health in Labor, and Royal Decree 681/2003 and subsequent modifications and concordant regulations, and the criteria established in the Guide for the evaluation and prevention of risks derived from explosive atmospheres in the workplace, prepared by the National Institute of Safety and Health at Work.
In the event that the Supplier has to subcontract, it must obtain the prior consent of INDCAR and, in any case, the Supplier will assume all responsibility for the supply and labour as well as for the sub-orders placed, before INDCAR.
All the plans, designs and specifications sent by INDCAR to the Supplier are the exclusive property of INDCAR, considering them confidential and, therefore, the Supplier agrees not to lend them and, in general, not to use them, nor their copies, without the INDCAR’s prior written approval, in each case in writing
- DURATION OF THE CONTRACT
This contract will have an initial duration of one calendar year, automatically extended for periods of the same duration if neither party communicates to the other its intention to terminate it in accordance with the criteria established in the following clause.
- TERMINATION OF THE CONTRACT
If the Supplier decides to terminate the contract for any reason, it must duly notify INDCAR with a minimum notice of  months and guarantee a minimum number of parts that guarantees the supply to INDCAR customers, plus a safety inventory that allows the transfer of production to another Supplier that will be determined at any time by mutual agreement between the parties
If INDCAR decides to terminate the contract for any reason, it must duly notify the supplier with a minimum notice of  months and the latter must deliver within this period a minimum of parts that guarantees the supply to INDCAR customers, plus an inventory of security that allows the transfer of production to another Supplier
INDCAR may terminate the contract unilaterally and without the need for prior notice if, for justifiable cause, compliance with the quality and service requirements agreed with the final customer was endangered and the Supplier has not proceeded to rectify the defect within a period of thirty (30) business days after receipt of the official notification sent by registered letter with acknowledgment of receipt by INDCAR
INDCAR can proceed to the immediate resolution of this contract when the Supplier incurs in bankruptcy, suspension of payments, or insolvency
The agreements between INDCAR and the Supplier may not 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 the event of assignment of shares or assets or direct or indirect change of control of its company, the Supplier will inform INDCAR of said situation, and INDCAR may terminate the contractual relationship with prior written notice with a minimum of  days
- LEGAL REQUIREMENTS
The Supplier must strictly comply with all applicable laws and clauses, assuming all responsibility regarding the Purchase Order from its formalization, as well as regarding the material and/or equipment that constitutes its object.
In the execution of each Purchase Order, the Supplier will act as independent legal entity and in no case as an agent or representative of INDCAR.
For the resolution of any litigation derived from this contract, the parties, expressly waive the jurisdiction that may correspond to them, expressly submitting to the Courts and Tribunals of the city of Girona
- COMMERCIAL RELATIONS POLICY
Within the commercial collaboration between the Supplier and INDCAR, the Supplier undertakes to sell INDCAR finished and personalized product references contained in the purchase orders, only to INDCAR and never to third parties. All requests received from other customers must be addressed to INDCAR
The Supplier admits the commercial confidentiality of this document and undertakes not to reveal or transmit to anyone, in any way, any of the documents, drawings, know-how, research, moulds, tools, dies, or samples that INDCAR has transmitted.
The Supplier knows and accepts these general conditions of purchase and has a copy of them.
Agreed, representative For INDCAR,
Company: Melanie Queralt
Title: Purchasing Director