GENERAL TERMS AND CONDITIONS FOR SUPPLIERS AND SUBCONTRACTORS
1. Acceptance of the order
Unless explicitly agreed in writing by VisionTIR, no purchase conditions other than those stated in the order will be accepted.
2. Definition of the supply
If, in the supplier’s opinion, there is any uncertainty regarding the material covered by the order, this must be communicated urgently to VisionTIR, which is the only party entitled to make decisions in this respect.
3. Changes
VisionTIR may terminate the order at any time, paying the supplier the amounts outstanding for supplies or services already provided, or for work and supplies in progress, after deducting the amounts corresponding to any liabilities or breaches that may have occurred. VisionTIR also reserves the right to make changes to the order at any time, in particular:
- Reduce the number of units or volume of services
- Modify the specifications, drawings, packaging system, place and date of delivery
- Delay all or part of the order
VisionTIR will compensate the supplier for any costs arising from these changes, provided that the supplier requests it in writing within fifteen days of being notified of such changes.
4. Prices
Unless otherwise specified in the order, packaging, containers, carriage and required insurance, as well as haulage, are considered to be included in the prices stated in the order. No surcharges for taxes and levies other than those relating to Value Added Tax (VAT) will be accepted. If a price is missing from the order, the price set by the supplier will not be valid until the quotation and written approval of VisionTIR have been issued. In any case, the written approval of VisionTIR will be required to apply prices higher than those stated in the order, as a result of official provisions justifying such an increase. Changes to the current tax system not considered in the price shall be considered a risk of the supplier or subcontractor, who shall in all cases bear any charges that may arise.
5. Delivery times
Unless otherwise indicated by VisionTIR after the date of the order, deliveries must be made strictly within the period stated in the order; otherwise VisionTIR reserves the right to exercise the actions granted by law (penalties, cancellation of the order, etc.).
6. Place of delivery of the goods
All shipments must be sent in accordance with the instructions in the purchase order, the place of delivery being the one stated therein.
7. Packaging, transport and insurance
The goods must be suitably protected to prevent any damage, particularly to mechanical, polished or fragile parts. If the goods were not purchased carriage paid, the transport system will be determined by VisionTIR. If the order indicates that VisionTIR will insure the goods during transport, the supplier must notify VisionTIR sufficiently in advance so that it can take out the corresponding insurance; otherwise the supplier will be liable for any damage.
8. Inspection of goods
The goods may be inspected by VisionTIR at origin and will be inspected by VisionTIR at destination, and if they do not comply, they will be returned to the supplier at the supplier’s expense from the time they left their place of origin.
9. Warranties
The materials covered by this order shall have a minimum warranty of one year from the date they are put into service, or the period established in the Particular Conditions. During the warranty period, the supplier guarantees that the supplies and services included in the order:
- Will be new and free from all defects in workmanship and materials, and free from all liens and encumbrances
- Will meet the requirements of the technical specifications of the order and be free from design defects, if the design was carried out by the supplier
- Will comply with the specific warranties required in the Particular Conditions
These warranties shall remain in force for the period agreed in the Particular Conditions, even if the goods or installations covered by the order are transferred by VisionTIR to third parties under any title, in which case the supplier shall meet the obligations of such warranties towards them.
The supplier shall, at its own expense, correct defects, repair or replace materials and make the replacements necessary to comply with the terms of the warranty. If the supplier fails to make such corrections within the period required by VisionTIR, VisionTIR may carry them out itself or have them carried out by third parties, charging the cost to any amounts pending payment or withheld from the supplier, without prejudice to any claim for damages that may be legally required.
10. Documentation
For each shipment, the supplier shall provide the following documentation:
- Delivery note and carrier’s waybill, to be sent to the destination of the goods
- Delivery note and invoice
Packages shall be duly labelled, indicating the number of this order and our reference or order number
11. Invoicing
The invoice must correctly include the following information:
- Order number and complete charge account. Under no circumstances will several orders be accepted on the same invoice
- Place and date of issue of the invoice
- Supplier details
- Name and surname or company name
- Full address
- Tax identification number or code
- Recipient details (address and tax ID)
- Express description of the transaction giving rise to the invoice, detailing the goods and services being invoiced
- Total amount of the invoice, which must expressly break down the following items:
- Consideration for the transaction, indicating the items that make up the taxable base (commissions, containers, packaging, carriage, transport, insurance, financial charges for late payment, etc.) and any negative items that reduce it
- Applicable VAT rate
- Base to which it applies
- VAT amount
- Invoice total
If the invoice is issued for an advance payment, it shall expressly state that it is an advance and include the corresponding VAT.
12. Payment
VisionTIR’s general payment terms are as follows:
- Payment at sixty days, with payment days on the 10th and 25th of each month.
- By bank transfer
- Terms other than those set out above must be previously agreed with VisionTIR and must be stated in the order.
The supplier or subcontractor may not issue any invoice until the supply has been fully delivered, unless special deliveries and invoicing have been agreed. Bearing in mind that VisionTIR is not obliged to receive supplies before the agreed delivery date, even if VisionTIR receives the supply for the convenience of the supplier or subcontractor, the latter shall not be entitled to issue the invoice outside the agreed contractual terms.
13. Termination of the order
In addition to the other cases indicated in these General Conditions, the following shall be grounds for termination of the order:
- Failure by the supplier to comply with any of its conditions.
- Lack of suitability or quality of the supplies and services with respect to the requirements of VisionTIR or its end customer.
- Insolvency, bankruptcy, creditors’ arrangement, suspension of payments, or judicial or amicable liquidation of the supplier, without prejudice to the other rights and actions that correspond to VisionTIR.
- Mutual agreement, with the effects established therein.
Any of the above grounds for termination, with the exception of mutual agreement, shall entitle VisionTIR to receive the compensation established in the Particular Conditions as a cumulative penalty for this case, together with the application of the other penalties for delay or non-compliance established in such Particular Conditions, the amounts of which shall be collected initially from the amounts pending payment or withheld, all regardless of any other compensation and claims that may be legally required.
14. Intellectual property rights
The supplier expressly waives any industrial property rights over the technical innovations it develops in the execution of the order, accepting the unconditional assignment to VisionTIR of the patent rights and exploitation rights that may derive from them.
15. Application of charges
VisionTIR may automatically apply the charges made to the supplier in this order for penalties, compensation, etc. against the amounts pending payment in this order or in any other order contracted with the supplier.
16. Purchasing and subcontracting
The supplier must ensure that the purchased product meets the applicable requirements, being responsible for the conformity of such products.
17. Resource management
The supplier must determine and provide the resources necessary to meet the requirements. Personnel performing work affecting conformity with product requirements must be competent on the basis of appropriate education, training, skills and experience. The supplier must establish appropriate means of communication with VisionTIR.
18. Production or service provision
Before committing to supply a product, the supplier must determine and review the requirements related to it, ensuring that it has the capacity and means to meet them. The supplier must carry out production or service provision in accordance with the purchase/subcontracting order, manufacturing the products according to VisionTIR’s manufacturing order (if applicable) and the applicable technical documentation (drawings, specifications, etc.) in its latest revision, unless otherwise specified.
19. Product monitoring and measurement
The supplier must monitor and measure the characteristics of the product at the appropriate stages of the manufacturing process to verify that its requirements are met. Evidence of conformity with the acceptance criteria must be maintained. Records must indicate the person authorising the release of the product to VisionTIR and, where required, the values of the results. Only items that have passed all inspections and tests shall be delivered to VisionTIR.
20. Control of nonconforming product
The supplier must ensure that product that does not conform to requirements is identified, controlled and segregated to prevent its unintended use or delivery. Nonconforming product must be notified to VisionTIR, which will decide on its final disposition. After correction, a nonconforming product must be re-verified to demonstrate conformity. Records of nonconformities and of any subsequent action taken must be maintained.
21. Customer property
The supplier must take care of property belonging to VisionTIR while it is under the supplier’s control. The supplier must identify, verify, protect and safeguard the property supplied by VisionTIR for use or incorporation into the product. If any property is lost, damaged or otherwise found to be unsuitable for use, the supplier must inform VisionTIR.
22. Control of monitoring and measuring equipment
The supplier must:
- Determine the monitoring and measuring equipment needed to provide evidence of conformity with product requirements.
- Keep a record of the equipment and define and implement the process used for its calibration.
- Identify the calibration status of the equipment and withdraw equipment when it requires calibration.
23. Government Quality Assurance
All requirements of this contract may be subject to Government Quality Assurance. You will be notified of any Government Quality Assurance activity to be carried out.
24. Right of access
The supplier is obliged to accept the presence of VisionTIR and VisionTIR’s customers during audits (of product, processes and systems), source inspections, product acceptance or any other practice intended to guarantee quality throughout the supply chain. In such a case, the supplier shall provide, at no additional cost, all the means reasonably necessary to carry out these tasks safely and conveniently, including information and data.
25. Industrial changes
The supplier shall notify VisionTIR of changes to the product or process, changes of subcontractors and changes in the location of facilities and, where required, shall obtain VisionTIR’s approval.
26. Supplier evaluation
VisionTIR applies criteria for the evaluation, selection, performance monitoring and re-evaluation of its external suppliers, based on their ability to provide processes or products and services in accordance with the requirements communicated in each order.
27. Changes to and non-compliance with requirements
Any change to these requirements requested by the supplier must be made in writing and previously accepted by VisionTIR, or included by mutual agreement in the particular conditions of the order or purchase contract. Non-compliance with these requirements without prior agreement will result in the non-acceptance of the product or service, as well as the issue of the corresponding nonconformity report.
28. Validity of these conditions
Acceptance of this order by the supplier also means acceptance of these General Conditions in their entirety.
29. Jurisdiction and disputes
Unless otherwise specifically agreed, and notwithstanding any contrary clauses that may exist in the supplier’s commercial documentation, acceptance of this order shall entail, in the event of a dispute, submission to the jurisdiction of the Courts of Málaga.
30. Confidentiality and secrecy
Any commercial or technical information and documents disclosed by VisionTIR to the Supplier that are not available to the public shall be kept secret and confidential, and may only be used to support the products or services requested. Subcontractors or other vendors shall be bound accordingly.
Any reference by the Supplier to VisionTIR’s firm, corporate name or trademark to third parties shall require VisionTIR’s prior consent.
31. Data protection
Where, due to the information received, personal data protection legislation applies, VisionTIR Multispectral Vision Technology S.L. informs its suppliers and subcontractors that the identification details of the data controller are as follows: VisionTIR Multispectral Vision Technology S.L., Tax ID (CIF) B93501773. C/ Iván Pavlov, nº 8, Bloque 2, Planta Baja, Málaga TechPark (PTA), 29590 Málaga (Spain)
We inform data subjects that, on behalf of the company, we process the information they provide in order to place the order and invoice the services. The data provided will be kept for as long as the business relationship is maintained or for the years necessary to comply with legal obligations or while liabilities may persist. The data will not be disclosed to third parties except where there is a legal obligation. Data subjects have the right to obtain confirmation as to whether VisionTIR Multispectral Vision Technology S.L. processes their personal data and, therefore, the right to access their personal data, rectify inaccurate data or request their erasure when the data are no longer necessary. For more information, please see our privacy policy.