These general purchasing conditions are applicable to all purchases made by any of the Companies(*) belonging to Simoldes Tools, a sub-holding company named Simoldes III – Tool Division, S.A., hereafter referred to as Simoldes Tools.
These General Purchase Conditions may, on a case-by-case basis, be supplemented by a set of contractual documents governing the relationship between Simoldes Tools and the supplier and are not susceptible of being modified by contrary provisions included in the supplier’s Terms and Conditions of Sale.
Purchases made by Simoldes Tools are subject to a prior written order, which shall state: the order number, the date of the order, the references and names of the purchases, the place and method of delivery, the price and the terms of payment.
Confirmation of receipt and acceptance of the order by the supplier shall also be made in writing.
A contract between the supplier and Simoldes Tools shall not be deemed to have been established until the supplier’s acceptance of the order has been confirmed.
Simoldes Tools may cancel an order in the event that the supplier does not confirm his acceptance within 5 days from the supplier’s acknowledgement of receipt.
Any changes to the content of the order must be made in writing.
The requirement of written form shall be deemed to be satisfied where electronic data transmission or fax transmission is used in communications between the Simoldes Tools and the supplier.
Confirmation of acceptance of the order shall constitute unrestricted acceptance of these Conditions.
The delivery date stated in the order is binding and applies not only to purchases but also to all technical, administrative and shipping documents planned and/or necessary for its use and maintenance.
The supplier undertakes not to deliver any purchases before or after the due date or in excess quantity without the express consent of Simoldes Tools’ Purchasing Department and undertakes to bear all costs resulting from such early, late or excess delivery, without prejudice to the right of termination provided for in paragraph 14.
In case of late delivery, Simoldes Tools reserves the right to entrust all or part of the order to another supplier. Simoldes Tools shall for this purpose have free use of all industrial, intellectual, literary or artistic property rights included in the design and execution of the purchases which are the subject of the order, to be completed by another supplier, this without prejudice to the possible right to compensation, and reimbursement by the supplier of the increased costs resulting.
The choice of the means of transport must be made in order to respect the contractual deadline of the order, which, unless otherwise specified, assumes the purchase delivered at its destination. All expenses necessary to meet the deadline or limit delays are the responsibility of the supplier.
The purchases shall be delivered in appropriate packaging, specified in the order or in specifications or, in the absence of such specification, similar to that usually used, but in any case previously agreed between both parties. They must also be adapted to the nature of the purchase, to the environmental characteristics of the destination and to all the storage conditions to which they will be subject.
Deterioration of purchases due to inadequate, poorly maintained or uncleaned packaging, or transport conditions not appropriate to the nature of the goods will be the supplier’s responsibility.
The supplier is responsible for the quality of the purchases delivered and undertakes to implement an appropriate quality assurance system. These provisions also apply to its subcontractors.
Purchases shall be in accordance with the plans, specifications or terms of reference delivered by Simoldes Tools and, in the case of unspecified features, in accordance with acceptance criteria agreed between both parties.
The supplier is continuosly encouraged by Simoldes Tools to make all recommendations concerning the adequacy of the plans, specifications and standards submitted.
Non-compliant purchases delivered to Simoldes Tools may be returned to the supplier at the supplier’s risk. Simoldes Tools reserves the right to invoice the supplier for all direct or indirect expenses incurred in connection with non-compliant purchases that have been delivered.
The supplier guarantees Simoldes Tools its compliance with the standards in force at the date of delivery of the purchase or service, particularly those relating to hygiene, safety and environmental protection and the specific safety procedures applicable, in particular with all REACH regulations, as well as all national rules adopted pursuant to these regulations. The supplier shall therefore certify the origin of his products and their components.
The supplier shall immediately inform Simoldes Tools of any modification to the composition of the parts, the material, the performance or the conditions of execution. Any technical modification must be subject to prior approval by Simoldes Tools . Similarly the supplier shall inform Simoldes Tools of all delivered purchases, without delay of any defects or non-conformities noted with respect to the specifications in order to limit damaging consequences.
Delivery of purchased goods or services does not relieve the supplier of its manufacturer’s liability for which he may be subsequently be held liable.
The supplier indemnifies Simoldes Tools against any legal proceedings arising out of breach of these provisions and agrees to bear all financial and other consequences thereof and the delivery of the purchases does not relieve the supplier of its manufacturer’s liability.
Unless otherwise specified, delivery is made to Simoldes Tools premises on working days and during working hours. Delivery outside these hours requires the prior explicit consent of Simoldes Tools.
Receipt of purchases is deemed to take place at the time Simoldes Tools assumes responsibility for them at the scheduled delivery location, provided that the delivery in question meets the criteria of conformity as defined by the relevant specification or, in the absence of such specification, the usual quality criteria.
Receipt of the equipment shall be deemed to take place upon its commissioning in accordance with the procedures agreed between the parties and after the first production outputs have been produced in accordance with the specifications and/or applicable standards.
The supplier undertakes to bear all consequences, including financial consequences, that Simoldes Tools may suffer as a result of non-compliance with these provisions.
The prices indicated on the purchase orders are fixed and include delivery to Simoldes Tools’ premises (DDP according to INCOTERMS 2000), therefore including packaging materials, all transport costs, insurance, customs duties and, more generally, all costs, taxes and duties, imposed or due, until final receipt of the purchases, unless expressly agreed otherwise.
The supplier may not claim payment of an invoice unless all the contractual obligations corresponding to his order have been executed; otherwise Simoldes Tools reserves the right to withhold payment until perfect execution.
Unless otherwise stipulated, payment shall be made by cheque. The payment period shall be agreed on a case by case basis.
Payment is not equivalent to approval of the goods delivered, nor of the amount invoiced, and in no case signifies waiver of further recourse.
Transfer of risk and acquisition of title in respect of delivered purchases shall only take place upon Simoldes Tools’ confirmation, upon receipt, of compliance. This provision shall be valid whatever the terms of the sale.
The supplier agrees to enforce and protect Simoldes Tools’ rights in the purchases and to mark the products and related equipment on its premises and at the premises of its subcontractors and Simoldes Tools is entitled to mark such products with all signs which make them its exclusive property.
Simoldes Tools shall acquire title to the Services from the time of their completion.
Unless otherwise expressly agreed or required by law, Simoldes Tools does not recognize any retention of title to purchases delivered by the supplier.
The supplier is liable for its products, services and equipment to Simoldes Tools and, where applicable, to any third party, notwithstanding anything to the contrary stipulated by the supplier.
The supplier provides Simoldes Tools with a guarantee against all visible or hidden defects, all defects of its products, including those resulting from a defect in design, material, conformity or workmanship, or resulting from a malfunction, except where such defects are due to Simoldes or its customer design. Even then, the supplier is liable for an obligation of result. In no event shall any assistance which Simoldes Tools may give to the supplier in performing the Purchases, and any audits which Simoldes Tools reserves the right to perform, relieve the supplier of its responsibility and the supplier shall remain responsible even after approval and acceptance by Simoldes Tools.
The supplier further grants Simoldes Tools with refund, free of charge reimbursement or replacement of defective purchases as well as all expenses of whatever nature caused by the defects. The repaired or replaced supply or part thereof shall be guaranteed at the same conditions.
The supplier shall indemnify Simoldes Tools against all consequences, whether direct or indirect, of the liability which may be imposed upon it personally in respect of Bodily Injury, Material Damage or Property Damage caused to Simoldes Tools or third parties as a result of non-conforming delivery.
The warranty period shall be two (2) years from the date of delivery of the product, commissioning of the equipment and the date of performance of the service, unless otherwise mutually agreed.
The supplier undertakes to take out a Products Liability Insurance policy upon delivery, which insures the supplier for a sufficient amount against all pecuniary consequences of the liability he may incur in case of bodily injury, material and immaterial damages, consecutive or otherwise, caused to Simoldes Tools or third parties as a result of a non-compliant delivery.
This insurance does not constitute a limit of liability for the supplier.
The supplier indemnifies Simoldes Tools against the consequences of any third party claims for industrial, intellectual, literary, artistic or other proprietary rights in relation to Simoldes Tools’ purchases delivered and agrees to reimburse Simoldes Tools on demand in writing of all advances, expenses, costs and fees that may be due or incurred by Simoldes Tools in connection with the proceedings. Furthermore, the supplier indemnifies Simoldes Tools against the detrimental consequences of such third party claims, including damages which may be claimed by Simoldes Tools, including its clients, for breach of its obligations in whole or in part.
In the event of any third party claim in respect of industrial, intellectual, literary and artistic property, and subject to any subsequent claims for damages, Simoldes Tools reserves the right to terminate the orders affected by such third party claim by registered letter with acknowledgement of receipt without awarding damages to the beneficiary of the order or its assignees.
Simoldes Tools shall own the intellectual and industrial property rights and know-how generated by the supplier and its subcontractors in the execution of an order concerning elements specific to Simoldes Tools, i.e. any product made entirely for the needs of Simoldes Tools or the specific adaptation of a pre-existing product for the same purpose in accordance with a specification provided by Simoldes Tools.
Tools and models entrusted to suppliers by Simoldes Tools for the execution of an order remain the property of the Simoldes Tools at all times. They must be marked with a plate indicating the identity of their owner and made available to Simoldes Tools Division upon a simple three working days’ notice. Tools designed, fitted and/or manufactured to an order may not be used, communicated, reproduced, modified, transferred or destroyed without the prior written consent of tSimoldes Tools. Maintenance and proper care are the responsibility of the supplier fulfilling the order. Under no circumstances may any part be executed by the supplier for the benefit of a third party with the aid of Simoldes Tools’ tools and patterns.
The supplier shall assume safekeeping and risk of the tools, plans and models and shall be liable for any damage they may cause or suffer. The supplier undertakes to insure them at its own expense for their value against the risks of fire, lightning, explosion, electrical damage, water damage, etc. on behalf of Simoldes Tools, with the express waiver by the insurer of any claim against Simoldes Tools.
After use, the supplier shall make the models and tools available to Simoldes tools at its warehouse free of charge and shall take all necessary steps to keep them in good condition. Tools, plans and templates are to be promptly returned to Simoldes Tools upon request.
The supplier may not subcontract its obligations without the prior written agreement of Simoldes Tools and in case of authorised subcontracting, the supplier shall remain solely responsible before Simoldes Tools for the perfect execution and proper completion of the order. The supplier shall be further responsible for ensuring the transmission of and compliance with these general terms and conditions of purchase.
The supplier undertakes to keep strictly confidential all documents (specifications, formulas, drawings, plans…), information, parts and materials related to Simoldes Tools orders. Furthermore, he undertakes to take all appropriate measures to ensure that such documents are not passed on or communicated to third parties by agents, suppliers or subcontractors. This confidentiality obligation shall remain in effect for ten (10) years after the date of issuance of the order by Simoldes Tools.
The supplier agrees to use the documents, information, parts and materials only for and in connection with the execution of Simoldes Tools’ order.
No advertising of any form may be made in connection with Simoldes Tools’ orders without the prior written consent of Simoldes Tools.
After completion of the order, the supplier is obliged to return to Simoldes Tools all documents, parts, materials, tools, machines etc. related to the order.
Failure of the supplier, its agents or subcontractors to comply with any of the provisions of this Article shall render the supplier liable and the order may be terminated in accordance with Clause 14 herein without prejudice to subsequent claims for damages.
Simoldes Tools reserves the right to suspend the execution of an order at any time. In such a case, compensation shall be agreed with the supplier, which shall be limited to the expenses directly caused by this suspension, excluding all indirect damages such as loss of exploitation or loss of profit.
In case of failure of the supplier to perform its contractual obligations, Simoldes Tools shall have the right, after notice without effect within one month, to terminate by operation of law its orders, without prejudice to any claims for damages.
In case of non-compliance by the supplier with its essential contractual obligations (respect of confidentiality, respect of delivery times and quality objectives, non-compliance with the specifications or modification carried out without prior agreement of Simoldes Tools), Simoldes Tools may, without prejudice to its right to damages, terminate the order automatically without notice and without any obligation to pay compensation.
The agreements between Simoldes Tools and the supplier may not be assigned or transferred without the prior written consent of Simoldes Tools. Simoldes Tools may terminate the said agreements automatically without notice in the event of non-compliance with this obligation.
In case of assignment or change of direct or indirect effective control of the company or which might endanger the continued existence of its business or legal structure, the supplier shall inform Simoldes Tools who reserves the right to terminate the agreement without compensation and without prejudice to any right to damages. Termination shall be effective from the date of dispatch by Simoldes Tools of a registered letter with acknowledgement of receipt which shall not become effective after 10 (ten) days.
Should it carry out any personal data processing operation within the scope of a Simoldes Tools purchase, the supplier undertakes to comply with the general legal framework of the Data Protection Law existing in Portugal and the special legal framework of the General Data Protection Regulation (RGPD), in force from 25 May 2018, expressly accepting to regulate this issue as set out in the Annex “Compliance with the RGPD – General Data Protection Regulation” which supersedes any previous understandings in relation to data protection and which can be consulted at: https://www.simoldes.com/en/tools/privacy-policy/.
All orders issued by Simoldes Tools are governed by Portuguese law. Any dispute arising therefrom shall be submitted to the exclusive jurisdiction of the Judicial Court of Oliveira de Azeméis, with express waiver of any other.