Suppliers:
Anteral’s General Conditions of Purchase
These conditions of purchase, together with the purchase order, set out the terms of acceptance of supplies, equipment, facilities and/or industrial services included in the purchase order. Anteral shall not be bound by the supplier’s general conditions of sale, nor by any conditions that may appear in any proposal, quotation, price list, invoice, delivery note or any other documentation of the supplier, which shall not be taken into account unless explicitly accepted by Anteral in writing.
1. Contract between the parties
Anteral will issue the Order and send it to the Supplier by email with all necessary documentation attached. In the case of special requirements, critical items or key features, this will be communicated together with the email and Order issued by Anteral.
The supplier shall send acknowledgement of receipt and/or acceptance of the order within three days from the date of receipt of the order. If no communication is received after this period, or if the execution of the order is not started, or if the invoice for a possible payment on account is not received, the order shall be deemed to have been accepted without reservation by the supplier.
Anteral reserves the right to cancel the order if no acknowledgement of receipt and/or acceptance of the order is received within the aforementioned period. After acceptance of the Order, the terms, conditions or specifications of the Order may not be changed unless made in writing and accepted by both parties. Acceptance of the Order shall also constitute unreserved acceptance of these General Conditions of Purchase.
2.Packaging and delivery
The supplier must ensure compliance with the following points:
(a) The goods to be delivered shall be packed in such a way that no damage occurs during shipment.
(b) Transport and its insurance to the address stated in the Order shall be at the Supplier’s expense, unless expressly stated otherwise in the Order.
(c) The delivery must be accompanied by all documentation mentioned in the Order. Anteral shall not be obliged to accept any delivery received without a delivery note indicating the number of packages, weight of the goods, unit of measurement, quantity and reference of the goods and the corresponding Order number, enclosing the appropriate transport documentation.
3. Delivery times
Delivery shall be made on the date stated in the Order. The supplier shall notify Anteral immediately and in writing of any expected delay in delivery and shall use its best efforts to make up and minimise such delay. In the event of failure to meet the delivery date, Anteral shall be entitled to terminate the Order for default by the supplier by notice in writing.
4.Reception and acceptance
(a) If no discrepancies are detected during the verification that the supply complies with the established requirements, the goods shall be considered accepted by Anteral, such acceptance being conditional upon verification of the material during Anteral’s production process. If after a period of two months from the date of delivery of the goods, the supplier has not received any notification from Anteral, tacit acceptance of the supply shall be understood to have taken place, except in the case of force majeure duly accredited by Anteral.
(b) Where necessary, acceptance sampling shall be carried out following the appropriate model for each product.
(c) Any goods rejected by Anteral as not complying with the requirements of the Order or if the quantity delivered exceeds the quantity ordered, may be returned to the supplier by Anteral carriage paid, in which case the supplier shall be obliged to replace them with goods complying with the Order, in the shortest possible time agreed with the purchaser, carriage paid, unless Anteral gives instructions to the contrary. Notification of the rejected material shall be made by sending Anteral’s purchasing department a report specifying the cause of the non-conformity.
5.Inspection at source
The Supplier warrants that it has inspected and tested the Products supplied and/or Services provided for conformity with the Order prior to delivery and will provide Anteral with certificates of origin and/or test certificates.
Anteral reserves the right (without obligation), upon prior notice, to inspect or test (by itself, by a third party appointed by it or by the Customer) the Products or Services, at any stage, prior to delivery (including during the manufacturing or testing process). The Supplier shall grant access to such premises and facilities as Anteral may reasonably require for such inspection.
The Supplier, in compliance with ISO 9001, grants Anteral, Anteral’s customers and regulatory authorities right of access to applicable facility areas and applicable documented information at any level of the supply chain.
Testing or inspection by Anteral does not constitute acceptance of the Products and/or Services.
6.Price, form and term of payment
(a) Prices shall be considered fixed, firm and non-revisable unless otherwise agreed in the Order.
(b) In compliance with Law 5/2010 of 5 July, which amends the previous Law 3/2004, establishing measures to combat late payment in commercial transactions, as of 1 January 2013 the maximum payment period is 60 days.
(c) In the event of any express approval by Anteral, whereby the supplier may exercise price revision, this may not be applied in any case to those deliveries outside the agreed period for reasons not attributable to Anteral.
7.Guarantees
(a) The goods delivered shall be of new manufacture and shall comply with the technical specifications requested in the Order.
(b) The supplier shall indemnify Anteral and its customers against any claims by third parties in the event that the delivered goods cause an infringement of patents, copyrights or other industrial or intellectual property rights. In this case, in addition to committing to the aforementioned indemnification, the supplier shall ensure, through negotiations with the parties concerned, the free use by Anteral and its customers of the goods concerned. If this is not possible within a period of time acceptable to Anteral, the supplier shall offer another good free of encumbrances and which, in Anteral’s opinion, could fulfil the original purpose of the good which is the subject of the Order.
(c) The supplier undertakes to indemnify Anteral for all damages suffered by Anteral as a result of any breach or claim under paragraphs (a) and (b) of this clause.
8.Confidentiality and industrial property
(a) Documentation provided orally or in writing by Anteral under the Order to the supplier, of a technical, financial or commercial nature, shall be the exclusive property of Anteral and its transmission does not constitute any licence or assignment of Anteral’s industrial or intellectual property rights to the supplier. The supplier shall only use such information for the sole purpose of the Order, shall restrict its internal dissemination to employees who have a need to access it, and the supplier shall not disclose any information provided by Anteral to any third party without the prior express written consent of Anteral.
(b) The Supplier shall not advertise the Order or its contents without the prior written consent of Anteral.
(c) Any inventions, designs, documentation or technical information created or generated by the supplier under the Order shall belong to Anteral, and the supplier shall assign all rights therein to Anteral, free of charge.
(d) The supplier shall inform Anteral of any improvements made to the goods covered by the relevant Order.
9.Suspension and termination
(a) Anteral shall be entitled at any time to suspend all or part of the performance or supply of the Order for a maximum period of six months by giving written notice to the Supplier. The supplier shall immediately stop all work subject to the suspension order until Anteral authorises its resumption or definitively terminates the Order. In both cases, Anteral shall pay the supplier any direct and demonstrable costs incurred by the supplier as a result of such suspension of the order.
(b) In the event that the supplier defaults on any obligation under the Order, suspends payments, becomes bankrupt or is unable to meet its debts, Anteral shall be entitled, by written notice to the supplier, to terminate the Order, in whole or in part, with immediate effect. The supplier shall indemnify Anteral for all damages suffered as a result of the termination of the Order.
10.Assignment and subcontracting
The supplier may assign work included in Anteral’s orders with prior written authorisation, and may not assign any information, material, personnel or confidential data to third parties without prior written authorisation and always under confidentiality agreements with the third parties reviewed by Anteral.
11.Property of Anteral
Any tools, tooling, parts or materials loaned by Anteral to the supplier under the Order shall remain the property of Anteral and shall be used only for the purpose of the Order. The supplier shall identify each good as the property of Anteral and shall return it to Anteral in good condition on request at any time. The supplier shall insure such goods against damage, theft or loss, and shall indemnify Anteral against such eventualities.
12.Order Modifications
Anteral may make changes to the goods or services to be supplied or their delivery date. In the event that such modifications cause an increase or reduction in the cost of supply to fulfil the order, this shall be negotiated between Anteral and its supplier and the resulting agreement shall entail the modification of the order. Until such agreement is reached, the supplier shall proceed with the execution of the order including the modifications.
13. Code of Ethics
By supplying products or services to Anteral, you accept and agree to comply with our Code of Ethics, which sets out the principles of integrity, transparency and accountability that guide our operations.
14.Safety at work
The supplier undertakes to send, together with the equipment or material supplied, the instructions for use, storage and any other that may be necessary for the adequate prevention of occupational risks derived from the use and handling of said equipment or material and shall be governed by the provisions, regulations and legal norms that may be in force regarding Health, Safety and Hygiene in the Workplace and which are applicable to the order.
15.Environmental protection
Anteral is committed to the environment and invites its suppliers and subcontractors to respect current environmental legislation, as well as the use of the best possible practices to prevent and control the possible environmental impacts that may arise from their industrial activities.
All environmental requirements applicable to Anteral’s orders must be complied with by suppliers and subcontractors, and Anteral will unilaterally cancel orders containing these requirements in the event of non-compliance with these requirements.
16.Law and jurisdiction
The contractual relations (firm order) between Anteral and its suppliers shall be subject to current Spanish legislation, and any dispute shall be resolved in the Courts of the Autonomous Community of Navarre. Any change in these conditions must be recorded in a framework contract, special order conditions or special purchase conditions agreed with the supplier.
17.Retention of records
The retention period for records held by the supplier shall be 5 years. Where the retention period for records is different from that determined above, it shall be clearly defined in the relevant Anteral order or communicated electronically or physically to the supplier or subcontractor.
18.Notifications to Anteral
The supplier shall notify Anteral of (a) non-conformities in product (b) approvals for disposition of non-conforming product (c) changes in product/process, suppliers, location of facilities and, if required, obtain approval from Anteral (d) taking into account point 10, derive applicable requirements, including customer requirements, to the supply chain.
19.Supplier evaluation
Anteral monitors its suppliers by measuring their performance through the conformity of the products/services supplied and compliance with the delivery dates thereof, communicating the result of such monitoring when it is unfavourable to the supplier or when Anteral deems it appropriate. When a supplier or subcontractor does not pass the evaluation carried out by Anteral, corrective actions will be determined with them, and if the negative evaluation of the supplier or subcontractor persists, Anteral reserves the right to cancel all orders in progress after notifying the supplier.
20.Prevention of counterfeit parts
Anteral’s suppliers and subcontractors shall supply original components, parts and products that are not counterfeit, tampered with or used and shall maintain a traceability record, ensured by objective evidence, back to the original manufacturer, authorised manufacturers or authorised distributors. If counterfeit or suspected counterfeit components, parts or products are supplied by Anteral’s suppliers or subcontractors, they shall be returned to the supplier carriage paid and shall be replaced carriage paid with genuine product, parts or components immediately with documentation to ensure the authenticity of the product, parts or components.
Anteral reserves the right to withhold products that are found to be counterfeit and to notify the relevant authorities and original manufacturers of the product. The supplier will have 7 days to remove the counterfeit product, after which time Anteral will consider appropriate action to dispose of the product.
21.Awareness-raising among workers
The supplier shall undertake to communicate and make its employees aware of the importance of their tasks in the quality of the product or service supplied, as well as their influence on the safety of the product supplied to Anteral. To this end, it shall ensure that these purchasing conditions are communicated within its organisation so that its employees involved in Anteral’s supply chain are aware of them.
22.Protection of personal data
The purchase order and any other information provided by Anteral and its companies is confidential. The supplier shall maintain the strictest confidentiality of the mere existence of the purchase order, as well as with all information of the nature that is disclosed in the business relationship with Anteral, its customers or suppliers or its business activities.
The use of such information shall only be permitted for the execution of the order. The supplier shall apply all reasonable and proportionate safeguards to protect confidential information. He shall limit access to confidential information to employees, agents involved and subcontractors. The conditions of confidentiality shall continue indefinitely after completion of the execution of the order.
23.Classified documentation
Suppliers undertake to follow Anteral’s procedures for handling classified documentation if required by Anteral’s customers. In these cases, Anteral will inform the supplier of the use of this documentation and the procedures necessary for its management.