1.1These terms and conditions of purchase supersede all others. Accepting the goods or services, or even paying for them, does not constitute acceptance of the Supplier’s terms and conditions of sale.
1.2Product purchases shall be governed by these General Terms and Conditions of Purchase for all purposes, and any other terms and conditions not expressly agreed to by KIVNON shall have no effect. All terms and conditions expressly accepted by KIVNON in the bid for or acceptance of the order, and which consequently constitute its specific terms and conditions, are excluded.
1.3The Supplier irrevocably accepts the General Purchase Terms and Conditions and our specific terms and conditions, even if they conflict with the Supplier’s general and specific terms and conditions.
1.4The Supplier’s general and specific terms and conditions are not binding on KIVNON unless KIVNON has expressly accepted them in writing.
1.5If the Supplier ships the merchandise after receiving the order that includes these general terms and conditions of purchase, this constitutes the Supplier’s acceptance of and agreement to them for all purposes.
1.6It is assumed that any persons acting on behalf of the Supplier—whether they are managers, employees, or others—are its representatives and have sufficient authority to act as such and bind the Supplier.
1.7KIVNON’s intermediaries, agents, or experts are not authorized to take any actions that bind KIVNON, unless their offers are confirmed in writing by KIVNON.
2.1The information regarding bids, prices, and delivery deadlines does not constitute a contract unless KIVNON has expressly accepted the bid.
2.2 KIVNON’sorders must clearly specify the scope of the purchase or service provision, including only the purpose of the order.
2.3Any changes to the orders must be made in writing and are subject to KIVNON’s acceptance. Changes resulting from amendments to applicable laws, rules, and regulations after the relevant order has been accepted are also considered changes; if such amendments impose additional or more onerous obligations on KIVNON, it is entitled to cancel the order placed with the Supplier, without this constituting a breach.
2.4The partial delivery or performance of the goods or services requested from the Supplier shall not be accepted unless KIVNON has expressly agreed to it.
2.5The agreed dates and deadlines shall be binding. The relevant date for meeting the supply or delivery deadline shall be the date on which the goods are received at the location expressly specified by KIVNON. Unless “Ex Works” delivery is agreed (DAP or DDP, 2010 Incoterms), the Supplier must make the goods available to KIVNON, taking into account the deadline agreed with the carrier for loading and shipment. If the agreed dates are not met, the provisions of Article 1,124 of the Spanish Civil Code apply. If the Supplier anticipates difficulties in manufacturing or procuring the materials in advance, or if there are circumstances that may prevent or impede delivery within the stipulated deadline and/or of the agreed quality, the Supplier must inform KIVNON of this circumstance in a timely manner.
2.6Accepting the goods or services after the agreed deadline without reservation does not mean that KIVNON waives its right to claim damages or compensation for the resulting losses.
2.7If the Supplier is required to perform installation or assembly work, unless otherwise expressly agreed, the Supplier shall bear the necessary additional costs, such as travel, meals, and tools.
2.8The risk of loss of or damage to the goods shall be borne by the Supplier until the goods are received by KIVNON or, failing that, by the party expressly designated by KIVNON for that purpose at the delivery point.
3.1 Thesupplier warrants that the goods are supplied and/or delivered free from defects and in accordance with the terms of this agreement. KIVNON’s inspection or payment for the goods does not constitute acceptance thereof or release the supplier from any of its obligations, representations, or warranties under this agreement. Likewise, KIVNON reserves the right to inspect the goods at the supplier’s facilities prior to delivery. If KIVNON conducts an inspection or test at the supplier’s facilities, the supplier must take all reasonable measures and provide assistance to ensure the safety and convenience of the staff designated by KIVNON for the inspection. The supplier undertakes to immediately inform KIVNON of any suspicions regarding defects or anomalies that may lead KIVNON to reject the delivered merchandise.
3.2If the supplier holds ISO certification, this guarantees its compliance with all obligations arising therefrom, thereby reducing the number of quality control checks required upon delivery of the merchandise to KIVNON’s facilities. In that regard, and within reason, the supplier agrees to be audited and to be subject to any evaluation request aimed at verifying its obligations. Furthermore, the supplier must immediately inform KIVNON of any event that may affect the ISO certification (renewals, cancellations, etc.).
3.3The supplier may not make any changes to the merchandise, manufacturing processes, manufacturing locations, or raw materials without KIVNON’s prior written consent. If changes or modifications are agreed upon by the parties, any costs incurred in connection with classification or testing shall be borne by the supplier. If such changes or modifications are made, KIVNON may terminate the contract, and the supplier shall be obligated to repurchase the materials at the sales price recorded by KIVNON and to compensate for any resulting damages.
3.4Any design, manufacturing, installation, delivery, or any other obligation that must be performed by or on behalf of the supplier under this agreement must be carried out with due diligence, care, and in good faith. The supplier shall be fully liable for compliance with this provision.
4.1The bids and price lists for the products or services offered by the Supplier shall be fixed-price, and such prices may not be changed once KIVNON has submitted a bid or placed an order. Notwithstanding the foregoing, a price review shall apply in the event of substantial changes in the prices of raw materials used in the merchandise.
4.2Unless otherwise expressly agreed, the purchase or service price shall include all expenses, including transportation, packaging, duties, charges, insurance, and taxes incurred in connection with the transaction, except for value-added tax.
5.1The invoices issued by the Supplier for the Products supplied or the services rendered shall be submitted to KIVNON upon delivery of the Products or upon completion of the services to KIVNON’s satisfaction.
5.2The Supplier must include on the invoice at least the number and date of the delivery note, the recipient company, the order number, and/or the order reference provided by KIVNON.
5.3Unless otherwise expressly agreed, payment shall be made on the 30th of the month 60 days after receipt of the invoice.
6.1KIVNON shall receive the merchandise or products and, in accordance with its normal business practices, shall inspect them as soon as possible to ensure that there are no defects and that they are correct and complete. KIVNON shall notify the Supplier of any defects detected and file a claim accordingly. In this regard, the Supplier waives the right to contest claims for defects made after the usual deadlines have passed.
6.2Unless otherwise stated in these Terms and Conditions, the legal provisions regarding lack of title or latent defects shall apply. In such cases, KIVNON is entitled to choose the type of remedy, and the Supplier may not refuse the remedy chosen by KIVNON, unless doing so would entail disproportionate costs.
6.3 Inthe event of an emergency, and particularly when the goal is to mitigate imminent risks or prevent disproportionate damage, KIVNON may remedy the defects identified, and the Supplier shall bear the costs.
6.4If KIVNON incurs expenses as a result of a defective delivery of the goods (transportation, labor, travel, materials, etc.), such expenses shall be borne by the Supplier.
6.5In the event of a lack of title, the Supplier shall indemnify KIVNON against any claims by third parties, unless such claims are not attributable to the Supplier.
6.6The limitation period for claims arising from material defects begins on the date the goods are received at the facilities designated by KIVNON (transfer of risk).
6.7If the Supplier fulfills its obligation to remedy the situation by making a replacement delivery, the limitation period for the goods delivered as a replacement shall begin upon their delivery, unless, at the time the remedy is accepted, the Supplier expressly and justifiably states that it has made the replacement delivery solely as a gesture of goodwill to avoid litigation or to maintain the commercial relationship for the supply.
7.1The Supplier shall be liable for damages resulting from defective products or merchandise supplied by it.
7.2The Supplier’s liability includes all expenses and costs incurred, including those incurred in connection with legal defense or the pursuit of legal action.
8.1If the supplier subcontracts third parties, it must obtain KIVNON’s prior written consent, and KIVNON shall have the right to terminate the contract in whole or in part and claim indemnification in the event of a breach. Subcontracting shall not create any contractual relationship between KIVNON and the supplier’s subcontractors. Subcontracting shall not relieve the supplier of any of its contractual liabilities or obligations, and the supplier shall be responsible for the acts of its subcontractors as if they were its own vis-à-vis KIVNON; KIVNON may withhold invoices and payments due to the supplier and pay them directly to the subcontractors.
9.1All materials supplied by KIVNON shall remain the property of KIVNON and shall be provided on a loan basis. The supplied materials may not be transferred or assigned to third parties or used for purposes other than those specified in the purchase order.
9.2The supplier hereby agrees to keep the supplied materials in good condition, to keep them separate from its own assets, and to identify them as KIVNON’s property.
9.3The supplier shall insure the supplied materials against all risks of loss or damage for an amount equal to the replacement cost, naming KIVNON as an insured party on the policy and designating it as the beneficiary.
9.4Once the supplier has fulfilled its contractual obligations, or when so instructed by KIVNON, the supplier must return the supplied materials in good condition to KIVNON.
9.5When KIVNON needs to inspect the inventory of the supplied materials at the supplier’s facilities, the supplier must grant access to the personnel authorized by KIVNON to perform this task.
10.1 The Supplier agrees to comply with the export control laws and regulations enacted by the United States of America and by the European Union and its member states.
11.1The following, among others, shall be considered force majeure events: a) Natural phenomena with catastrophic effects, such as seaquakes, earthquakes, volcanic eruptions, ground movements, sea storms, flooding, and similar events. b) Wars, riots, revolutions, and/or serious breaches of the peace. c) Fire, explosions, destruction of machinery or other types of equipment. d) Labor disputes such as strikes, lockouts, production stoppages, and occupation of facilities. e) Revocation or annulment of permits, lockouts, or mandatory closure of all or part of the company.
11.2KIVNON shall not be obligated to accept delivery of the goods or services while the force majeure events described in Section 8.1 continue. Likewise, KIVNON may terminate the contract in whole or in part while such circumstances continue and during the week following their termination, provided that the duration of such circumstances is significant and that supply needs are substantially reduced as a result of receiving supplies from other suppliers that are necessary for those purposes.
12.1In addition to the general grounds for termination resulting from applicable breaches and, where applicable, from hidden defects in the supplied item, KIVNON may suspend or terminate the contract in the following cases: a) If there is a threat or risk of a material deterioration in the Supplier’s financial situation that could prevent it from fulfilling the agreed supply. b) If the item or merchandise delivered is partially or completely lost prior to delivery, even due to an unforeseen accident or an accident not attributable to the Supplier. In any case, in the event of a partial loss, KIVNON may, at its discretion, pay the price and retain the merchandise received. If a service provision is agreed upon, this clause shall apply. c) In accordance with the provisions of these general terms and conditions.
12.2In the event that the delivery deadline or service provision is not met, KIVNON may demand that the contract be fulfilled or terminated; in either case, it may claim compensation for damages resulting from the delay and/or non-performance.
13.1The personnel assigned by the Supplier to perform work at KIVNON’s facilities must comply with all applicable occupational safety laws and regulations in force, and KIVNON shall be exempt from any liability in the event of work-related accidents suffered by such personnel at its facilities.
14.1All of KIVNON’s documentation to which the Supplier has access shall be considered Confidential Information. Such documentation may include trade secrets, systems, software and hardware, concepts, designs, configurations, schedules, costs, operating characteristics, specifications, techniques, copyrighted material, patented or patentable inventions, plans, methods, drawings, data, tables, calculations, documents, and other written material; texts explaining computer programs; flowcharts; source and object codes; business and marketing plans; information regarding transactions and agreements; objectives; client locations; and data.
14.2KIVNON shall provide and/or disclose Confidential Information within the framework of the contractual relationship established with the Supplier, and the Supplier must take all necessary precautions to safeguard and maintain the corresponding duty of secrecy and confidentiality. This means that the following obligations, among others, must be complied with: a) Diligently maintain the confidentiality of the Confidential Information, protecting it with the same level of care as its own Confidential Information, which, in any case, must be exercised diligently. b) Use the Confidential Information only for the purposes described in the Agreement or for other purposes expressly agreed upon by the parties in writing. c) Not to copy or reproduce the Confidential Information in any way whatsoever, unless this is expressly necessary in accordance with the intended purposes, and not to allow or instruct any third party to do so without prior written consent from the party disclosing the Confidential Information. d) Immediately notify the party disclosing the Confidential Information that the party receiving the Confidential Information has received a legal, administrative, governmental, or other type of request to disclose all or part of that Confidential Information, enabling the party disclosing the Confidential Information to take the necessary measures at its own expense. e) Return the Confidential Information upon request by the party disclosing it.
14.3The parties expressly agree that, once the relationship has ended for any reason, the Supplier must return any documentation, publication, material, or background information constituting the Confidential Information. Likewise, the confidentiality obligations shall remain in effect indefinitely after the relationship has ended.
14.4The products or services developed by the Supplier based on the data, designs, drawings, scale models, and similar materials owned by KIVNON may not be used by the Supplier for its own purposes or offered or supplied to third parties.
15.1If any or all of the provisions of these General Terms and Conditions of Purchase or of the contracts between the parties referred to in these Terms and Conditions are null and void or voidable under applicable law, they shall be deemed omitted without affecting the validity of the remaining provisions.
16.1Any notices related to this Contract shall be provided in writing by any valid means that records the date of receipt, the content, and the addressee. The documents related to this Contract and the notices provided shall be drafted in the language of the Contract.
17.1The law applicable to these general terms and conditions and any disputes arising from this contract shall be Spanish law, excluding any conflicting provisions and the Hague Convention on the Uniform Law on the International Sale of Goods, the United Nations Convention on Contracts for the International Sale of Goods, and other conventions.
17.2Any other disputes arising from this contract shall be subject exclusively to the jurisdiction of the courts of Barcelona.
17.3In the event of any discrepancy between the Spanish and English versions of this Memorandum of Association, the Spanish version shall prevail.
All matters arising between KIVNON and the user regarding the interpretation, compliance, and validity of this Legal Notice shall be governed by the provisions set forth herein; in all matters not provided for herein, the parties shall be governed by Spanish law, and the parties hereby expressly submit to the jurisdiction of the courts and tribunals of KIVNON’s domicile.
