GENERAL TERMS AND CONDITIONS OF PURCHASE
GENERAL TERMS AND CONDITIONS OF PURCHASE
The General Terms and Conditions of Purchase of Industrial Carrocera Arbuciense, S.A, hereinafter referred to as INDCAR, include a description of the procedures, instructions, and general rules to be applied to all purchases made by the company. These terms are complementary to the specific conditions for a component, raw material, or production goods.
1. GENERAL PROVISIONS
In this document, “Supplier” shall mean the entity to which the order is placed and which is indicated in it. “INDCAR” shall mean the purchasing company.
2. ACCEPTANCE OF THESE TERMS AND CONDITIONS OF PURCHASE
These general terms and conditions of purchase cancel and replace all other conflicting general conditions.
The Supplier’s acceptance of an order implies unreserved acceptance of these general conditions.
Any waiver or modification of these general purchase conditions must be expressly indicated in the specific terms of the order.
Concessions will only apply to a specific order, and the supplier may not extend them to past or future orders.
3. ORDER ACCEPTANCE
The technical or quality specifications, along with packaging, transport, pricing, delivery dates, payment terms, and any other specific conditions or agreements established with the supplier from INDCAR’s request for a quote until the supplier’s fulfillment of the order, shall be considered contractual, together with any corresponding modifications duly validated by both parties. The order will automatically become a contract upon acceptance by the supplier. If no response is received within 24 hours of sending the order, the order is automatically deemed accepted by the supplier.
Any subsequent modification or exception to the order must be mutually agreed upon in writing by INDCAR and the supplier.
Important: Due to the implementation of our new ERP, we will not accept any invoice with price discrepancies compared to its corresponding order unless these have been validated prior to receipt of the material.
4. QUOTATIONS
All terms and specifications included or attached in the supplier’s quotation that were not requested in INDCAR’s RFQ shall be considered null and void. The mere mention of the supplier’s quotation in the order or attached documents does not alter this clause. Likewise, these purchase conditions take precedence over the supplier’s general sales conditions.
Any changes to the terms of the offers and rates applicable during each current fiscal year shall not be modified unless accepted by INDCAR.
5. PRICES, SHIPMENTS, AND EXTRAS
a) The declared prices are considered agreed for purchases and will be delivered under DDP INDCAR conditions according to INCOTERMS 2010 or previously agreed terms.
b) Unless otherwise stated, prices in the order will be considered firm.
c) Payment of the order price does not imply a waiver of INDCAR’s stipulated rights.
d) Prices are fixed and non-revisable; no variation will be accepted on delivery notes not previously communicated before shipment to INDCAR’s Purchasing Department and accepted.
Important: Due to the implementation of our new ERP, we will not accept any invoice with price discrepancies compared to its corresponding order unless validated prior to receipt of the material.
e) No extra charges will be accepted unless expressly indicated in the order.
f) The supplier shall be responsible for any difference in freight or other costs incurred due to non-compliance with the supply instructions specified in the order.
g) The supplier is responsible for delivering materials within the delivery deadlines stated in the Purchase Order. If not in agreement, the supplier must notify the Purchasing Department to propose and agree on a new delivery date.
Important: Delivery delays may result in chargeback invoices to the supplier for non-compliance with deadlines, based on the duration of the impact. The supplier commits to meeting agreed deadlines and must communicate any inability to comply in writing upon receipt of the order.
6. PAYMENT CONDITIONS
a) The General Payment Terms are those currently agreed with INDCAR.
b) No invoice payment will be accepted without an INDCAR order and the corresponding delivery note stamped by INDCAR.
c) The supplier is required to send their physical invoice either by post or email to:
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suppliers@indcar.es
d) Transport invoices: must be accompanied by the CMR and the delivery note signed by the recipient.
e) The supplier agrees not to assign all or part of its debt resulting from fulfilling an INDCAR order to any financial institution without prior agreement.
NOTE: Attached is the invoice generation and payment procedure annex.
7. ORDERS AND ASSOCIATED DOCUMENTATION
a) At the request of INDCAR’s Purchasing Department, and for all new or modified parts or for validation purposes, the supplier must deliver, at the location and within the deadline indicated, the First Samples and/or Prototypes representative of their manufacturing process, along with their documentation, in accordance with the drawings and version specified in INDCAR’s purchase order.
It is the supplier’s responsibility to supply according to the drawing number and revision indicated in the order. If not stated in the order, please use the latest version received from INDCAR.
b) Any costs incurred by INDCAR or its customers due to the delivery of components that are late or incorrect will be directly charged to the supplier.
Very important: Due to the recent implementation of the LEAN MANUFACTURING system in our production lines, costs generated by delays or quality incidents must be multiplied by the total number of days and vehicles that cannot progress according to the new process layout.
c) The supplier is not authorized to send mass production parts or components to INDCAR plants without approval from INDCAR’s Quality Department of the First Samples and/or Prototypes, or a written authorization signed by INDCAR. Any cost arising from the supply of parts without the approval of the First Samples and/or Prototypes and without formal concession will be charged to the supplier.
d) INDCAR’s item reference and order number must be stated in order confirmations, invoices, and delivery notes.
e) Each delivery note must state INDCAR’s order number, item reference, customs code, and weight of the item.
f) All expenses incurred to meet the delivery date as per INDCAR’s purchase order, and the consequences of any delays by the suppliers, will be passed on to them after prior notice.
8. INSPECTION AND CONTROL
INDCAR and its authorized representatives reserve the right to verify the purchased product during reception, manufacturing, or delivery to the customer, and even at the customer’s premises, if necessary. Material inspection and acceptance will not release the supplier from their warranties and responsibilities to supply material or equipment in accordance with specifications.
Products will have a minimum two-year warranty against any manufacturing or hidden defect from the vehicle’s registration date, unless otherwise agreed with INDCAR. See details in point (9).
Any supplier material not complying with specifications and detected during reception, manufacturing, or returned under warranty by our client due to a product non-conformity, will be returned to the supplier along with the associated return costs.
Administrative costs, recovery, or rework generated by non-compliance with product specifications will be charged to the supplier. If the supplier disagrees with the “reason” for the charge, they will have 5 working days to raise a claim with INDCAR’s Quality Department, from which they must obtain cancellation of the charge if applicable. Line downtime hours, hourly rate (€60/hour), or number of urgent shipments made by INDCAR due to the supplier’s delays will be directly charged to the supplier. If a sorting/rework is required at INDCAR, the supplier may send the necessary personnel to carry it out. Otherwise, INDCAR will use its own personnel. In this case, the supplier must accept the number of hours and the rate/hour set by INDCAR.
By fulfilling our orders, you agree to comply with all the terms in these documents, which form part of the contract, and to implement an appropriate quality assurance system. These terms also apply to your subcontractors. The supplier must inform us without delay of any proposed modification to the composition of parts, equipment, or services or to their technical performance. Any technical modification, however minor, must be subject to prior written approval by INDCAR. Likewise, for delivered purchases, the supplier must immediately inform INDCAR of any defect or non-compliance with our specifications, in order to mitigate any adverse consequences.
Our staff or any person designated by INDCAR shall have free access to the supplier’s facilities and those of its suppliers and subcontractors during normal working hours to monitor the progress of our order and verify its compliance.
9. AFTER-SALES CONDITIONS
a) WARRANTY PERIOD
The warranty period starts from the vehicle’s registration date.
b) DOCUMENTATION
– The supplier must provide a technical data sheet and a brief user manual with the equipment.
– It must explain how the equipment works.
– It must clearly state incompatibilities and improper uses to be avoided.
The supplier must have a spare parts catalogue that easily identifies materials and components, allowing for material supply.
c) MAINTENANCE
The supplier must define in writing the procedure or process with detailed instructions, as well as a periodic inspection schedule.
They must establish a maintenance program for the equipment, identifying the materials needed for such maintenance.
d) SERVICE WORKSHOPS
The supplier must provide a list of authorized workshops within 100 km of the vehicle’s destination.
It will be positively valued if the supplier has workshops within the customer service area. When required by INDCAR, the supplier’s technical service will travel to the vehicle’s location at no cost to INDCAR or the client.
e) SPARE PARTS MANAGEMENT
The supplier is responsible for the logistics of materials sent as warranty replacements, at their own cost. This includes:
– Recovery of the replaced parts, when applicable, at their own discretion.
– Ensuring that the workshops providing technical assistance have urgent spare parts in stock.
– Ensuring that non-urgent materials can be available in the workshop within 24 hours.
All material delivery costs will be borne by the supplier. The supplier guarantees the delivery of spare parts for 15 years.
f) INCIDENT MANAGEMENT
The supplier must have the necessary materials, logistics, and technical support through its network of service workshops to resolve any issues with its product once installed.
The supplier agrees to report quarterly any incidents that required intervention or advice to the end customer. Data will be submitted in digital format, tabulated in a spreadsheet. Each record must include: client, work order, chassis, issue, incident date, repair workshop.
g) INSTALLER APPROVAL
The supplier must approve the installation process. A technical validation report of the installation must be attached. Periodic inspections may be scheduled or unscheduled to ensure the conditions under which the installation was approved are maintained, and that the installer remains certified.
The supplier must establish pre-delivery inspection (PDI) plans to ensure correct assembly and operation, and to guarantee 100% functionality of the installed equipment/component.
The supplier agrees to deliver copies of the PDI records, indicating any deviations, if applicable. The delay in delivery of the report shall not exceed 3 days.
10. SUPPLY CONDITIONS, DEADLINES, TRANSPORT AND PACKAGING / IDENTIFICATION
a) INDCAR will indicate the supply conditions in each order or contract.
b) The supplier agrees to always confirm INDCAR’s order upon receipt, regarding dates and prices. If no reply is received, the INDCAR order will be deemed confirmed.
c) The supplier agrees to deliver the material within 5 working days from the order processing date, as specified in the order confirmation.
d) In case of delivery delays, INDCAR reserves the right to subcontract the entire or partial order to another supplier. For this purpose, INDCAR will have free use of all industrial and intellectual property rights associated with the design and implementation of the ordered purchases, without prejudice to any claim for damages and reimbursement of any additional costs incurred by the supplier.
e) The supplier will be responsible for the deterioration of the purchased material caused by inadequate or poorly conditioned packaging. Unless otherwise stated, all packaging materials and containers delivered by the supplier shall be considered non-returnable and their cost will be included in the order price. The supplier may be held responsible if the ordered purchases deteriorate during transportation or storage due to inappropriate packaging or protection, and if special conditions are required, the supplier must specify them.
f) Packing List: each packaging unit must include information as per the regulations in force in EU Member States and/or countries specified by INDCAR: delivery date, expiration date (if applicable), INDCAR order number, delivery note, INDCAR code, quantity, dimensions, and delivered weight.
g) Each piece must also be individually identified.
h) The period for returning material without financial penalty is 6 weeks.
11. SUBCONTRACTS
In the event that the supplier needs to subcontract, the supplier must notify INDCAR and shall remain fully responsible for the supply and labor, as well as for any sub-orders placed.
12. CONFIDENTIALITY
All drawings, designs, and specifications sent by INDCAR to the supplier are the exclusive property of INDCAR and are considered confidential. Therefore, the supplier agrees not to lend, use, or reproduce them, nor their copies or replicas, without prior written approval from INDCAR in each specific case.
13. PRODUCT MODIFICATIONS AND PRESERVATION OF MOVABLE PROPERTY
a) If INDCAR transfers molds, dies, or tooling to a supplier for the manufacture of parts, this must be formalized through a “Tooling Transfer or Movable Property Loan Agreement.”
b) The supplier is not authorized to modify, without prior written approval from INDCAR, the materials, molds, dies, tooling, or any other aspect that alters the supplied product according to the existing specifications.
c) The supplier is required to carry out any necessary repairs and maintenance of INDCAR-owned molds, dies, and tooling used in the manufacturing process, to ensure quality and proper preservation of INDCAR’s property. If a repair results in a product change, the supplier must notify INDCAR and submit First Samples and/or Prototypes.
d) The supplier is responsible for informing INDCAR in advance of the need to manufacture replacement molds or dies to avoid supply or quality risks.
14. MATERIAL SUPPLIED BY INDCAR
If the supplier receives materials from INDCAR for the manufacturing of purchased products, INDCAR commits to supplying the necessary material to the supplier and to meeting its provisioning requirements. Any quality issues found in the supplied product by the supplier will be analyzed in the same way as those found in products supplied by the supplier, with responsibilities determined according to the technical and quality specifications defined for the product. Quality defects and responsibilities of both parties will be addressed and analyzed by their respective Quality Departments.
15. TERMINATION
If the supplier decides to terminate the contract, it must guarantee the minimum number of parts necessary to ensure continued supply to INDCAR’s clients, along with a safety inventory allowing for the production transfer to another supplier. INDCAR may unilaterally terminate the contract if, in its judgment, compliance with the agreed quality and service requirements for the final customer is at risk, without prejudice to its right to claim damages.
INDCAR may proceed with immediate termination in the event of suspension of payments, bankruptcy, or insolvency by the supplier.
Agreements between INDCAR and the supplier may not be assigned or transferred without prior written consent from INDCAR, who may automatically terminate such agreements without notice in the event of breach of this obligation. In the event of a share or asset transfer or change of direct or indirect control of the company, the supplier shall inform INDCAR, who may terminate the contractual relationship without notice.
16. LEGAL REQUIREMENTS
The supplier must comply with all applicable laws and regulations regarding the order from its formalization, as well as the material and/or equipment constituting its object. In fulfilling this order and/or contract, the supplier shall act as an independent legal entity and not as an agent of INDCAR.
17. DISPUTES
To resolve any legal dispute arising from this contract or legal act, both parties submit to the institutional arbitration of the Courts of the city of Girona, which will appoint the arbitrator(s) and administer the arbitration, and both parties agree to comply with the arbitral decision.
18. FORCE MAJEURE
Force majeure events recognized under Spanish law will release the parties from non-compliance responsibilities arising from such force majeure, provided that the affected party has taken all possible steps to minimize the impact and has immediately informed the other party of the existence or risk of such circumstances.
19. COMMERCIAL RELATIONS POLICY
Within the commercial cooperation between the supplier and INDCAR, the supplier agrees to sell INDCAR-exclusive references listed in purchase orders only to INDCAR and never to third parties. Any requests received from other clients must be referred to INDCAR.
The supplier acknowledges the commercial confidentiality of this document and undertakes not to disclose or transmit to any third party, in any form, any of the documents, drawings, know-how, research, molds, tools, dies, or samples provided by INDCAR.
The supplier acknowledges and accepts these general purchasing conditions and has a copy of them in its possession.
20. ANNEX: MATERIAL RETURN PROTOCOL
Below is the protocol to follow when a material is found to be defective or has failed, in order to manage after-sales service and diagnose the material, and if applicable, apply the warranty.
The supplier will provide a 3-year warranty for all its products, starting from the invoice issuance date.
Any after-sales request made after this 3-year warranty period will be rejected.