The present general purchasing conditions apply to all purchases made by any of the Companies(*) belonging to Simoldes Tools. Sub-holding named Simoldes III – Tool Division, S.A., and hereinafter referred to as Simoldes Tools.
These general purchasing conditions are complemented by a set of contractual documents which govern the relationship between Simoldes Tools and the supplier. They are not susceptible to modification by contrary provisions included in the supplier’s conditions of sale.
Purchases made by Simoldes Tools are subject to prior written order and must indicate the following points. The order number, the order date, the references and designations of the purchases, the place and method of delivery, the price and the terms of payment.
In other words, the supplier’s acknowledgement of receipt and acceptance of the order must also be in writing. It is considered that a contract is only formed between the supplier and Simoldes Tools after confirmation of acceptance of the order.
Simoldes Tools can, therefore, cancel an order in the event that the supplier does not confirm its acceptance within 5 days of the confirmation of receipt.
Any and all changes to the content of the order are made in writing. The requirement of written form is considered to be fulfilled if electronic data transmission or fax transmission is used in communications between Simoldes Tools and the supplier.
Confirmation of acceptance of the order is equivalent to unrestricted acceptance of these conditions.
The delivery date stated in the order is imperative and applies not only to purchases, but also to all technical, administrative and shipping documents, etc..
The supplier undertakes not to deliver purchases before or after the scheduled date, or in excess quantity without the express authorisation of the Purchasing Department of Simoldes Tools. He also undertakes to bear all costs resulting from this early, late, or excess delivery, without prejudice to the possibility of cancellation by operation of law.
In the case of delayed delivery, Simoldes Tools reserves the right to entrust all or part of the order to another supplier. Simoldes Tools has, for this purpose, the free use of all industrial, intellectual, literary or artistic property rights included in the conception and execution of purchases.
The choice of the means of transport is made in order to respect the contractual deadline of the order, which, unless otherwise indicated, assumes the purchase delivered at its destination. All expenses necessary to meet the deadline or limit delays are the responsibility of the supplier.
Purchases must be delivered in appropriate packaging, specified in the order or in specifications or, in the absence of such specification, similar to that usually used. That said, they must also be adapted to the nature of the purchase, the environmental characteristics of the destination and all storage conditions to which they will be subjected. Therefore, the responsibility lies with the supplier.
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 his subcontractors.
Purchases must conform to the plans, specifications or specifications delivered by Simoldes Tools. And, in the case of unspecified characteristics, in accordance with acceptance criteria agreed between both parties. The supplier is permanently challenged by Simoldes Tools to make all recommendations regarding the suitability of the plans, specifications and specifications sent to him.
Non-conforming purchases delivered to Simoldes Tools may be returned to the supplier at his own risk. Simoldes Tools reserves the right to invoice the supplier for all direct or indirect expenses incurred with non-conforming purchases that have been delivered.
The supplier must inform Simoldes Tools immediately of any and all modifications that he intends to make to the composition of the parts, materials, services or conditions of execution. Any and all technical modifications are subject to prior authorisation by Simoldes Tools. Likewise, for purchases delivered, the supplier must inform Simoldes Tools without delay of any defects or non-conformities observed in relation to the specifications, in order to limit any harmful consequences. That said, the delivery of purchases does not release the supplier from his manufacturer’s responsibility, for which he can subsequently be held liable. In other words, the supplier guarantees Simoldes Tools against possible legal proceedings resulting from non-compliance with these provisions and undertakes to bear all financial consequences…
Unless otherwise specified, delivery is made to Simoldes Tools premises on working days and during working hours. In order for delivery to occur outside these hours, explicit prior authorisation from Simoldes Tools is required.
Receipt of purchases is considered to have taken place when Simoldes Tools assumes responsibility for them at the expected delivery location. The supplier undertakes to bear all consequences, particularly financial, which 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, they include packaging materials, all transport costs, insurance, customs duties. More generally: all expenses, taxes and duties, imputed or due, until final receipt of the purchases, unless a particular condition is expressed to the contrary.
The supplier cannot claim payment of an invoice unless all contractual obligations corresponding to his order have been performed. Otherwise, Simoldes Tools reserves the right to withhold payment until perfect execution.
Unless there are special conditions, payment is made by cheque. The payment term is agreed on a case-by-case basis. Thus, payment is not equivalent to approval of the products delivered, nor of the amount invoiced. In no case does it mean the renunciation of further appeal.
The transfer of risks and the acquisition of ownership with regard to delivered purchases only takes place when the respective conformity is confirmed by Simoldes Tools. This provision is valid whatever the modalities of the sale.
The supplier undertakes to assert and protect the rights of Simoldes Tools on purchases, as well as to individualise the corresponding products and equipment. This is both on their own premises and on the premises of their subcontractors. Simoldes (Tools) is authorised to affix to said products all signs which allow them to be identified as its exclusive property. Simoldes (Tools) will acquire ownership of the services from the moment of their complete execution. Unless there are particular conditions or express legal provisions to the contrary, Simoldes Tools does not recognize any reserve of ownership over purchases delivered by the supplier.
The supplier is liable to Simoldes Tools for his products, services and equipment. Notwithstanding anything to the contrary stipulated by the supplier.
The supplier guarantees Simoldes Tools against all visible or hidden defects, all defects of his products, in particular those resulting from a defect in design, material, conformity or workmanship, etc. Even so, the supplier is liable for an obligation of result. He also grants Simoldes Tools free reimbursement or replacement of defective purchases, as well as all expenses. Whatever their nature, arising from the defects. The repaired or replaced delivery or part of the delivery is guaranteed under the same conditions.
The supplier shall compensate Simoldes Tools for all the consequences, direct or indirect, of the liability that can be attributed to him personally due to bodily injury, material or immaterial…And, the duration of the guarantee is two years from the date of delivery of the product…
The supplier is obliged to take out a Civil Liability Insurance policy Products after delivery. Therefore, that it insures you for a sufficient amount against all pecuniary consequences of liability that you may incur in the event of bodily injury, material and immaterial damage…
This insurance does not constitute a limit of liability for the supplier.
The supplier guarantees Simoldes Tools against the consequences of any and all third party claims regarding industrial, intellectual, literary, artistic or other property rights in relation to the purchases delivered and undertakes to reimburse Simoldes Tools…
Therefore, in the case of third party claims regarding industrial, intellectual, literary and artistic property, and subject to any and all subsequent indemnity that may be claimed. Simoldes Tools reserves the right to rescind orders affected by said third party claim by registered letter with acknowledgement of receipt…
Simoldes Tools holds the intellectual and industrial property rights, as well as the know-how generated by the supplier and its subcontractors in the execution of an order concerning specific elements of Simoldes Tools. Therefore, any and all products entirely made for the needs of Simoldes Tools or the specific adaptation of a pre-existing product to the same end. All of this in accordance with the specifications provided by Simoldes Tools.
Tools and models entrusted to suppliers by Simoldes Tools for the execution of an order remain the property of Simoldes Tools under all circumstances. They must be marked with a plaque indicating the identity of their owner and made available to Simoldes Tools upon a simple three working days’ notice. Therefore, tools designed, adjusted and/or made within the scope of an order cannot be used, communicated, reproduced, modified, transferred or destroyed without prior written permission from Simoldes Tools. Their maintenance and good conservation are the responsibility of the supplier in charge of executing the order. Under no circumstances can any part be executed by the supplier for the benefit of a third party with the help of tools and models from Simoldes Tools.
Therefore, the supplier assumes the custody and risks of the tools, plans and models and is responsible for any damage they may cause or suffer. He undertakes to insure them at his own expense for their value against the risks of fire, lightning, explosion, electrical damage, water damage, etc.
After use, the supplier shall make the models and tools available to Simoldes Tools in its warehouses free of charge and shall take all necessary measures to keep them in good condition. Tools, plans and models are immediately returned to Simoldes Tools upon request.
The supplier may not subcontract his obligations without the prior written agreement of Simoldes Tools. In the case of authorised subcontracting, he remains solely responsible to Simoldes Tools for the perfect execution and correct completion of the order. The supplier is furthermore responsible for ensuring the transmission of and compliance with these general purchasing conditions.
Furthermore, he undertakes to keep all documents (specifications, formulas, drawings, plans…), information, parts and materials related to orders from Simoldes Tools strictly confidential. Furthermore, he undertakes to take all appropriate measures to ensure that such documents are neither transmitted nor communicated to third parties by agents, suppliers or subcontractors. This obligation of confidentiality remains in force for ten years after the date on which Simoldes Tools issues the order. He undertakes to use the documents, information, parts and materials exclusively for the fulfilment of the order placed by Simoldes Tools and within its scope.
Orders from Simoldes Tools cannot give rise to any form of advertising without prior written authorization from Simoldes Tools. Therefore, once the order is completed, the supplier undertakes to return all documents, parts, materials, tools, machines, etc. to Simoldes Tools.
Failure by the supplier, his agents or subcontractors to comply with any of the provisions of this article will lead to the supplier’s liability. Therefore, the order shall be terminated in accordance with item 14 herein, without prejudice to further compensation.
Simoldes Tools reserves the right to suspend the execution of an order at any time. In this case, compensation must be agreed with the supplier, which is limited to the expenses directly caused by this suspension.
In the case of non-fulfilment by the supplier of his contractual obligations, Simoldes Tools is entitled to terminate his orders by right, without prejudice to the right to compensation. Therefore, if there is a breach by the supplier of his essential contractual obligations, Simoldes Tools may, without prejudice to its right to damages, terminate the order by right…
Therefore, agreements between Simoldes Tools and the supplier are neither assigned nor transferred without the prior written agreement of Simoldes Tools. Simoldes Tools may terminate said agreements by right without prior notice in the event of non-compliance with this obligation.
Should the supplier perform any personal data processing operation within the scope of a purchase from Simoldes Tools, he/she is obliged to comply with the general legal framework of the Data Protection Law existing in Portugal. As well as the special legal framework of the General Data Protection Regulation (RGPD), in force since 25 May 2018. Expressly agree to regulate this matter as set out in the Annex “Compliance with the RGPD – General Data Protection Regulation”. This, supersedes any previous understandings in relation to data protection and gives to be consulted at: https://simoldes.com/tools/politica-de-privacidade/.
All orders from Simoldes Tools are governed by Portuguese law. Any emerging litigation is submitted to the exclusive jurisdiction of the Judicial Court of the District of Oliveira de Azeméis. This, with express renunciation of any other.
As a leader committed to sustainable growth, Simoldes Tools undertakes not only to comply with applicable legal requirements. But, also, to involve and commit its collaborators and suppliers. Aware of the importance of the balance between the economic, social and environmental performance of the organization and its stakeholders.