GENERAL TERMS AND CONDITIONS OF PURCHASE INDCAR ALMOTRANS
The General Purchasing Conditions of INDCAR-ALMOTRANS S.L. 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 specific or particular conditions of a component, raw material, or production goods.
- GENERAL INFORMATION
In this document, “Supplier” shall mean the entity to whom the order is placed and is indicated in it. “INDCAR-ALMOTRANS” shall mean the purchasing company.
2. ACCEPTANCE OF THESE PURCHASING CONDITIONS
These general purchasing conditions cancel and replace all other conflicting general conditions.
The mere fact that a supplier accepts an order implies full acceptance of these general conditions without reservation.
Any derogation or modification of these general purchasing conditions must be expressly indicated in the particular conditions of the order.
Concessions will apply only to a specific order and the supplier may not extend them to past or future orders.
3. ORDER ACCEPTANCE
The technical or quality specifications together with packaging, transport, price, delivery date, and payment conditions, and other specific conditions or agreements established with the supplier from INDCAR-ALMOTRANS’s request for quotation until the delivery of the order by the supplier, will be considered contractual along with their corresponding modifications, always validated by both parties. The order will automatically become a contract upon acceptance by the supplier. If no notification is received within 24 hours after the order is sent, it will automatically be considered accepted by the supplier.
Any subsequent modification or exception of the order must be accepted by both INDCAR-ALMOTRANS and the supplier by mutual agreement, declared in writing.
Very important: due to the implementation of our new ERP, we will not accept any invoice with price differences from its corresponding order unless they have been validated prior to receipt of the material.
4. QUOTATIONS
All conditions and specifications included or attached in the supplier’s quotation that were not required by the request for quotation from INDCAR-ALMOTRANS shall be considered null. The mere mention of the supplier’s quotation in the order or attached documents does not modify this clause. Furthermore, these purchasing conditions shall prevail over the supplier’s general sales conditions.
Any change to the conditions of offers and current rates in force during each fiscal year cannot be modified without acceptance from INDCAR-ALMOTRANS.
5. PRICES, SHIPPING, AND EXTRAS
a) Declared prices shall be considered agreed for purchases and will be delivered according to DDP INDCAR conditions as per INCOTERMS 2010 or as previously established.
b) Unless otherwise indicated, prices included in the order shall be firm.
c) Payment of the order price shall not imply any waiver of INDCAR-ALMOTRANS’s stipulated rights.
d) Prices are fixed and non-revisable, so no variation will be accepted in delivery notes unless it has been communicated to INDCAR-ALMOTRANS’s Purchasing Department before shipment and accepted.
Very important: due to the implementation of our new ERP, we will not accept any invoice with price differences from its corresponding order unless they have been validated prior to receipt of the material.
e) No extras will be accepted unless expressly indicated in the order.
f) The supplier shall be responsible for any difference in shipping or other expenses incurred due to failure to comply with the supply instructions specified in the order.
6. PAYMENT CONDITIONS
a) The General Payment Conditions are those currently agreed with INDCAR-ALMOTRANS.
b) No invoice will be paid without an order from INDCAR-ALMOTRANS and without the corresponding delivery note sealed by INDCAR-ALMOTRANS.
c) The supplier is obliged to send their physical invoice either by postal mail or by email to the following addresses:
facturas@indcar.es, facturas@almotrans.es, suppliers@indcar.es
d) Transport invoices: the CMR and the delivery note signed by the recipient must be attached to the invoice.
e) The supplier agrees not to assign all or part of their debt resulting from the fulfillment of an INDCAR-ALMOTRANS order to any financial organization without our prior agreement.
7. ORDERS AND ASSOCIATED DOCUMENTATION
a) At the request of INDCAR-ALMOTRANS’s Purchasing Department and for all new or modified parts or for validation purposes, the supplier must deliver, at the indicated place and time, First Samples and/or Prototypes representative of their manufacturing process, with documentation and according to the drawings and version indicated in the INDCAR-ALMOTRANS order. If not specified in the order, please use the latest version received from INDCAR.
b) Costs that may have been incurred with INDCAR-ALMOTRANS or its clients due to late or incorrect delivery of components will be charged directly to the supplier. The supplier is responsible for delivering materials on the delivery dates indicated in the Purchase Order. If not in agreement, the supplier must notify the Purchasing Dept. to propose a different date and agree on a new delivery deadline.
c) The supplier is not authorized to ship serial production parts or components to INDCAR plants without prior approval from the Quality Department of INDCAR-ALMOTRANS of the First Samples and/or Prototypes, or written authorization from INDCAR-ALMOTRANS. Any cost arising from the supply of parts without approval or concession will be charged to the supplier.
d) The INDCAR-ALMOTRANS article reference and INDCAR-ALMOTRANS order number must appear on order confirmations, invoices, and delivery notes.
e) Each delivery note must include the INDCAR-ALMOTRANS order number, article reference, customs code, and item weight.
f) All expenses incurred to meet the delivery date in the INDCAR-ALMOTRANS purchase order and any consequences of delays by the supplier will be passed on, with prior notice.
8. INSPECTION AND CONTROL
INDCAR-ALMOTRANS and its authorized representatives reserve the right to verify the purchased product during receipt, manufacturing, or supply to the client, including at the client’s facilities if necessary.
Material inspection and acceptance will not exempt the supplier from their warranties and responsibilities to supply the material or equipment in conformity with the specifications.
The products will have a minimum three-year warranty against any manufacturing defect or hidden defect from the date the vehicle is put into service, except in cases of prior agreements with INDCAR-ALMOTRANS.
Any supplier material not meeting specifications, detected during receipt, manufacturing, or returned under warranty by our client due to non-conformity, will be returned to the supplier with the associated return costs.
Administrative, recovery, or rework expenses generated due to non-conformity with product specifications will be charged to the supplier.
If the supplier disagrees with the “concept” of the charge, the supplier will have 5 business days to file a claim with INDCAR-ALMOTRANS’s Quality Department and must obtain cancellation of the charge if appropriate. The number of line stop hours, the hourly rate (€60), or the number of urgent transports carried out by INDCAR-ALMOTRANS due to the supplier’s delays will be charged directly to the supplier. If a selection/rework is carried out at INDCAR-ALMOTRANS, the supplier may send the necessary personnel. If not, INDCAR-ALMOTRANS will use its own personnel. In this latter case, the supplier must accept the number of hours and the rate per hour established by INDCAR-ALMOTRANS.
By fulfilling our orders, you agree to comply with all the terms of these documents, which shall form part of the contract, and to implement an adequate quality assurance system. These terms also apply to your subcontractors.
The supplier must immediately inform us of any modification proposed to the composition of parts, equipment, or services or to their technical operating conditions. Any technical modification, however minor, must be previously authorized in writing by INDCAR-ALMOTRANS. Likewise, for delivered purchases, the supplier must immediately inform INDCAR-ALMOTRANS of any defect or non-compliance with our specifications to mitigate adverse consequences.
Our personnel or any person designated by INDCAR-ALMOTRANS shall have free access to the facilities of the supplier and their suppliers or subcontractors during normal working hours to monitor order progress and check compliance.
9. SUPPLY CONDITIONS, LEAD TIMES, TRANSPORT AND PACKAGING/IDENTIFICATION
a) INDCAR-ALMOTRANS will specify the supply conditions in each order or contract.
b) In special cases and if agreed with INDCAR-ALMOTRANS, when transport is excluded from the agreed purchase price, INDCAR-ALMOTRANS will collect the goods at the supplier’s facilities, being responsible up to the factory gate. The supplier must notify at least 48 hours in advance of the estimated collection date: weight, volume, and collection schedule.
c) The supplier commits to always send us the confirmation of the INDCAR-ALMOTRANS order they receive regarding dates and prices. If no response is received, the INDCAR-ALMOTRANS order will be considered confirmed.
d) The supplier agrees not to deliver orders before or after the agreed date or in excess quantities without the express authorisation of the INDCAR-ALMOTRANS Purchasing Department, and undertakes to pay all costs associated with such early, late, or excessive delivery. In the event of early delivery, purchases will be stored at the supplier’s risk and expense, and payments will only be made based on the order delivery dates.
e) In case of delivery delay, INDCAR-ALMOTRANS reserves the right to have all or part of the order manufactured by another supplier. For this purpose, INDCAR-ALMOTRANS will have free use of all industrial and intellectual property rights associated with the design and implementation of the ordered purchases to be completed by another supplier, without prejudice to any right to claim damages and reimbursement of any additional costs incurred by the supplier.
f) Delivery delays beyond the order date, if not notified at the time of order validation by the supplier, may incur costs depending on their impact on our production and final customer deliveries.
g) The supplier will be responsible for damage to purchased material caused by inadequate or poor packaging. Therefore, unless otherwise expressly stated, all packaging materials and containers delivered by the supplier will be considered lost and their cost included in the order price. The supplier may be held responsible if the ordered purchases deteriorate during transport and storage operations because the packaging or protection is inadequate for the nature of the goods, the means of transport, or storage conditions. If special conditions are required, the supplier must specify them.
h) Packing List: each packaging unit will carry the indications prescribed by the applicable regulations in EU Member States and/or countries specified by INDCAR-ALMOTRANS: delivery date, expiry date (if applicable), INDCAR-ALMOTRANS order number, delivery note, INDCAR-ALMOTRANS code, quantity, dimensions, and weight delivered.
Each piece must also be individually identified.
10. SUBCONTRACTING
If the supplier needs to subcontract, they must notify INDCAR-ALMOTRANS and will retain full responsibility for supply, workmanship, and any subcontracted orders.
11. CONFIDENTIALITY
All plans, designs, and specifications sent by INDCAR-ALMOTRANS to the supplier are the exclusive property of INDCAR-ALMOTRANS, considered confidential. Consequently, the supplier agrees not to lend or use them, nor any copies or reproductions, without prior written approval from INDCAR-ALMOTRANS on each occasion.
12. PRODUCT MODIFICATIONS AND PRESERVATION OF MOVABLE PROPERTY
a) If INDCAR-ALMOTRANS transfers moulds, dies, or tooling to a supplier for manufacturing parts, this must be formalised by a “Contract for the transfer or loan of use of movable property.”
b) The supplier is not authorised to modify materials, moulds, dies, tooling, or anything that alters the supplied product according to existing specifications without prior written approval from INDCAR-ALMOTRANS.
c) The supplier is obliged to carry out repairs and maintenance on moulds, dies, and tooling owned by INDCAR-ALMOTRANS necessary for product manufacture to ensure quality and proper conservation. If the product changes as a result of a repair, the supplier must notify and submit First Samples and/or Prototypes.
d) It is the supplier’s responsibility to warn INDCAR-ALMOTRANS in advance about the need to manufacture moulds or dies requiring replacement, to avoid supply or quality risks.
13. MATERIAL SUPPLIED BY INDCAR
If the supplier receives material from INDCAR-ALMOTRANS for manufacturing the purchased products, INDCAR-ALMOTRANS commits to supplying the necessary material and meeting procurement requirements. Any quality issues found by the supplier in the supplied product will be analysed similarly to those found in the supplier’s product, determining responsibilities according to the technical and quality specifications defined for the product. Quality defects and responsibilities of both parties will be handled and analysed by the respective Quality Departments involved.
14. TERMINATION
If the supplier decides to terminate the contract, they must guarantee a minimum number of parts to ensure supply to INDCAR-ALMOTRANS customers, plus a safety inventory to allow production transfer to another supplier.
INDCAR-ALMOTRANS may unilaterally terminate the contract if, in its opinion, compliance with the agreed quality and service requirements for the final customer is at risk, without prejudice to its right to claim compensation for damages caused.
INDCAR-ALMOTRANS may terminate immediately if the supplier suspends payments, declares bankruptcy, or becomes insolvent.
Agreements between INDCAR-ALMOTRANS and the supplier may not be assigned or transferred without prior written consent from INDCAR-ALMOTRANS, who may automatically terminate such agreements without prior notice in case of breach. In case of transfer of shares or assets or direct or indirect change of control of the supplier’s company, the supplier shall inform INDCAR-ALMOTRANS, which may terminate the contractual relationship without prior notice.
15. LEGAL REQUIREMENTS
The supplier must comply with all applicable laws and clauses from the order formalisation as well as the material and/or equipment covered by it.
In executing this order and/or contract, the supplier will act as an independent legal entity and never as an agent of INDCAR-ALMOTRANS.
16. DISPUTES
For resolution of any disputes arising from this contract or legal act, the parties submit to institutional arbitration by the courts of the city of Girona, which will appoint the arbitrator(s) and administer the arbitration, binding the parties to comply with the arbitral decision.
17. FORCE MAJEURE
Causes of force majeure, as recognised under Spanish law, will release the parties from liabilities for non-fulfilment due to such force majeure, provided the affected party has done everything possible to mitigate the impact and has immediately informed the other party of the existence or risk of such circumstances.
18. COMMERCIAL RELATIONSHIP POLICY
Within the commercial collaboration between the supplier and INDCAR-ALMOTRANS, the supplier commits to selling INDCAR-ALMOTRANS exclusive references contained in purchase orders only to INDCAR-ALMOTRANS and never to third parties. Any requests from other customers must be forwarded to INDCAR-ALMOTRANS.
The supplier acknowledges the commercial confidentiality of this document and agrees not to disclose or transmit in any way any documents, drawings, know-how, research, moulds, tooling, dies, tools, or samples provided by INDCAR-ALMOTRANS.
The supplier knows and accepts these general purchase conditions and holds a copy of them.