Supplier Terms and Conditions

1. Validity of the purchasing conditions
1.1. These general conditions of purchase and any additional special purchasing conditions govern the relationship between the contractor (supplier) and ASYSOL. Any changes require a written agreement in a general form or in relation to a single order.
1.2. Conditions of the contractor (for example, offers, conditions of sale) shall only apply if expressly acknowledged in writing by ASYSOL.
1.3. If reference is made in the ASYSOL order to the supplier's offer documents, this does not constitute acceptance of the contractor's commercial terms.
1.4. At the latest with the beginning of the execution of the order by the contractor the ASYSOL conditions of purchase are acknowledged.
1.5. For future ASYSOL orders, these purchasing conditions shall apply even if they are not resent to the Contractor or not referred to. Deviating conditions of the contractor do not commit ASYSOL.

2. Offers
Offers of the contractor are free of charge and non-binding for ASYSOL, even if they have been created at the request of ASYSOL. In the presentation of the offer, the contractor must communicate explicitly any possible discrepancies to the request. Samples are not refunded (unless otherwise agreed).

3. Order
3.1 Orders placed in writing or by mail ASYSOLs are legally binding only. Orders placed orally or by telephone require the written confirmation of ASYSOL, as well as any change of order. This also applies if the order is based on a written offer from the contractor.
3.2 All attachments for inquiries or orders (e.g. plans, samples, etc.) remain the property of ASYSOL and may not be used without prior written notice by ASYSOL's (e.g. transfer to third parties). They need to be returned to ASYSOL with the offer or after completion of the order.
3.3 The following information related to the order of ASYSOL must be provided in all documents:
- Purchase Order number
- Purchase Order date

4. Prices
4.1. The agreed prices are fixed prices excl. VAT, which include all expenses incurred by the contractor related to the fulfilment of the delivery and service.
This includes all costs for transport, insurance, packaging, taxes, customs duties and duties associated with deliveries and services of the contractor (unless expressly agreed otherwise).
ASYSOL only bears such costs, which are expressly stated as an obligation in the purchase order. For any order extensions and supplements as well as for ordering spare parts, the terms of the main order apply.
4.2. Unless the order contains other settlements, the price in accordance with Incoterms 2010 is DDP Santander.

5. Payment arrangements
5.1. Invoices are to be sent after delivery of the material/service by post or in advance by email. Invoice copies and partial invoices are to be marked as such. All invoices must show the VAT value added tax separately.
5.2. Unless otherwise agreed in writing, invoices will be processed by ASYSOL within 30 days after delivery and within 40 days after receipt of the invoice.
5.3. Invoices which have formal legal, factual or arithmetical deficiencies or errors justify until rectified no due date and may returned by ASYSOL in case of gross defects within the payment period. In this case, the payment period begins with the receipt of the corrected invoice. In the event of faulty performance, ASYSOL shall be entitled to fully withhold the payment until due performance, without loss of discounts, cash discounts or similar payment privileges.
5.4. Payments will be made by ASYSOL by bank transfer to the receiving bank indicated on the invoice. All invoices must have the necessary bank details (IBAN, BIC, etc.) included.
5.5. All bank charges are to be borne by the contractor, unless otherwise agreed.
5.6. Not agreed COD shipments will not be accepted.
5.7. ASYSOL is entitled to offset claims against the contractor with its claims, even if ASYSOL claims are not yet due.
5.8. In no case does the payment imply recognition of the orderly nature of the delivery and thus no waiver by ASYSOL of the claim for fulfilment of defects due to warranty, guarantee and damages.

6. Delivery, shipping, packaging
6.1 The delivery must correspond exactly to the specification of the order of ASYSOL in design and scope. All deliveries must be accompanied by a completed delivery note including guarantees of origin.
6.2 Partial, remaining or sample deliveries are to be marked as such.
6.3 The delivery address specified in the order as well as the specified delivery time are binding. Advance or partial deliveries as well as additional or shortage quantities are
only possible with the prior written consent of ASYSOL. The resulting additional costs shall be borne by the contractor. A partial delivery is in place if there are no appropriate delivery and shipping documents or the delivery and shipping documents are incorrect or incomplete or received late by ASYSOL. In such case, the goods are stored at the risk and expense of the contractor.
The goods will not be accepted by ASYSOL even if they obviously do not meet the specifications or the order. All deliveries are considered "accepted with reservation".
ASYSOL has no obligation whatsoever beyond the quantity check to verify the information provided by the contractor.
6.4 The delivered goods must be packed in accordance with normal commercial practice and must be handled according to the shipping instructions of the order. When using containers and pallets, the delivery is made on standardized units; the return or exchange of pallets and containers takes place at the expense and risk of the contractor.

7. Delivery time, penalty
7.1 Agreed delivery times and delivery dates must be strictly adhered to.
7.2 Agreed delivery times begin with the date appearing on our order.
7.3. If the contractor is aware that he cannot meet the agreed delivery deadlines and delivery dates, he must notify ASYSOL in writing without delay, stating the expected duration of the delay (e-mail: purchasing@asysol.com).
The contractor must take all appropriate measures at its own expense to minimize delays. The intended measures are to be communicated immediately in writing. The responsibility of the contractor for the timely performance of the contract is not affected.

7.4. If the contractor is in default, ASYSOL may, at its discretion, perform the contract and claim compensation for the delay damage. Is business affected, ASYSOL can withdraw from the contract without setting a reasonable grace period and claim damages for non-performance.
7.5 ASYSOL may impose a penalty if the contractor is unable to meet the delivery date. For each week that this date is exceeded, ASYSOL may charge a penalty of 1% up to a maximum of 10% of the order value. The payment of a contractual penalty does not release the supplier from his contractual obligation.

8 Risk transfer, transfer of ownership
8.1. The assumption of risk depends on the regulation of Incoterms 2010, DDP Santander.
8.2. The ownership of the delivered goods is transferred to ASYSOL with the purchase price payment.

9. Defects and warranty
9.1. The contractor guarantees that the contractual products and services comply with legal requirements, industry standards (such as ISO, EN) and other common technical regulations (e.g. CE marking).
The guarantee obligation of the contractor applies to all goods delivered by him, even if these or parts of them were not produced by the contractor.
After remedying the defect and after every attempt by the contractor to rectify the problem, the specified period begins to run again. If no longer period is provided by law, the warranty period is 24 months. The guarantee period is interrupted by every written notice of defects.
9.2 If a product is defective, the delivery is considered not fulfilled and ASYSOL may claim, at its discretion, immediately demand substitute delivery or repair or price reduction or withdrawal from the contract, as well as compensation instead of improvements.
9.3 A notice of defect can be made at any time, especially in the case of hidden defects. The statutory time limits for judicial assertion of warranty claims begin to run with the end of the warranty period.
9.4 In urgent cases, in the case of imminent danger, in the event of refusal of improvement and / or subsequent delivery, ASYSOL shall be entitled, without prejudice to the further liability of the contractor, to have the defects or the affected product removed as such at the contractor's expense.
9.5 If a defect is based on a circumstance for which the contractor is responsible, or if the delivered goods lack a warranted quality, the contractor shall also be liable for consequential damage resulting from the use of his goods or of his work. The contractor will indemnify ASYSOL for the resulting claims of third parties.
9.6 The corrective action must be made promptly upon request by ASYSOL.
9.7 If defects occur within the warranty period despite replacement
on the same or different parts of the delivered goods, the contractor shall also be obliged to correct the causes of the defects by appropriate measures, such as modification of manufacturing operations, product composition, etc..
9.8 At the request of ASYSOL, the contractor shall provide certificates, reports and proofs, free of charge, issued by the accredited body, in particular as to the legal equivalent, within a reasonable period of time. If ASYSOL is forced to commission such evidence, the contractor shall bear the costs. This applies in particular to all documents and expenses in case of non-compliance of the delivery.
9.9 Should the contractor subsequently become aware of circumstances that could justify a non-compliance of the delivery already made, then he is obliged to notify ASYSOL perceptions of this kind without delay.
9.10 The Contractor shall be obliged to reimburse any expenses arising out of or in relation to a recall carried out by ASYSOL due to a defect in the delivery. As far as possible and reasonable, ASYSOL will inform the supplier about the content and extent of the recall measures to be carried out and give him the opportunity to comment.

10. Product Liability
In the case of product liability, the contractor must indemnify ASYSOL against claims for damages of third parties, insofar as he is responsible for the product damage or he himself is liable externally.

11. Property rights, liability
11.1. The contractor is liable for, that the goods delivered or their use, do not violate patents, trademarks, designs, copyrights or other property rights of third parties in Spain and abroad. The contractor indemnifies ASYSOL against all claims of third parties without delay.
11.2. Within the scope of the legal provisions, the contractor is liable indefinitely for his own actions and for the actions of his vicarious agents.
11.3. ASYSOL is liable to the contractor only in case of intentional or grossly negligent behaviour.
11.4. The contractor indemnifies ASYSOL for all claims of third parties that are due to the defectiveness of its goods. He undertakes to give ASYSOL all information necessary to defend against these claims in the event of assertion of claims by third parties.

12. Work results
ASYSOL has the right to publish all or part of the contractor's work results if they have been created exclusively for ASYSOL. The publication of such work results as well as the use of such work results in favour of third parties by the contractor are only possible with
prior approval of ASYSOL.

13. Force majeure
13.1. If one of the contracting parties can not properly fulfil its contractual obligations due to force majeure events, the any other party derives no rights whatsoever on whatever legal grounds.
13.2. If events of force majeure lead to a restriction or cessation of production of ASYSOL or if they prevent the removal of the goods or the products manufactured by ASYSOL to the customers, then ASYSOL is exempted from the obligation to accept and pay for the duration and extent of the effects of such disturbances. If necessary, the contractor in such cases, stores the goods properly until they are accepted by ASYSOL or its customer at his expense and risk.
13.3. Force majeure events include war, civil unrest, acts of terrorism,
seizure or other measures of public authority, strike, lockout and other labour disputes, natural disasters or other circumstances beyond the control of the respective party or to be remedied only with unreasonable expenses.
13.4. Dates and deadlines which cannot be met by force majeure are extended by the duration of the effects of force majeure.
13.5. In cases of force majeure, the contractor shall make every effort to eliminate or reduce the difficulties and foreseeable damages
and to keep ASYSOL informed.
13.6. If a case of force majeure lasts more than 4 weeks, ASYSOL may withdraw from the contract in whole or in part.

14. Assignments, pledges
The contractor may transfer all or part of its rights under this contract to third parties or pledge them to third parties only with the prior written consent of ASYSOL.

15. Confidentiality
15.1. The order and all related information, documents, etc. are to be treated as confidential to ASYSOL's business.
15.2. The use of the order for advertising purposes is not permitted.

16. Severability clause
If any provision of these General Conditions of Purchase or other contractual agreements be or become invalid or unenforceable, then the validity of the remaining provisions remains unaffected. The parties are obliged to make an ineffective or unenforceable provision by an effective or viable provision as close as possible to the economic result of the invalid or unenforceable provision.

17. Written form
Changes and additions to these General Conditions of Purchase and other contractual agreements must be made in writing to be valid.
The same applies to deviations from the requirement of written form.

18. Place of fulfilment and jurisdiction
Place of fulfilment and jurisdiction for all mutual claims is the company seat of ASYSOL. ASYSOL reserves the right to sue the contractor at another statutory place of jurisdiction.

19. Applicable law
The legal relationship between ASYSOL and the contractor shall be governed exclusively by Spanish law.

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