1.1These purchase terms and conditions exclude any others. Accepting the supplies or services, and even paying for them, does not mean that the Supplier’s sales terms and conditions are accepted.
1.2The product purchases shall be governed by these General Purchase Terms and Conditions for all purposes, and any others not expressly agreed by KIVNON have no value. All the 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 contradict the Supplier’s general and specific terms and conditions.
1.4The Supplier's general and specific terms and conditions are not binding upon KIVNON, unless KIVNON has expressly accepted them in writing.
1.5If the Supplier ships the merchandise after receiving the order that includes these general purchase terms and conditions, this means that it accepts and agrees to them for all purposes.
1.6It is assumed that any persons acting on behalf of the Supplier, whether they are managers, collaborators, etc., are its representatives and have sufficient powers to act as such and bind them.
1.7KIVNON’S intermediaries, agents, or experts are not authorized to carry out acts that bind it, unless their bids are confirmed in writing by KIVNON.
2.1The information about the bids, prices, and delivery deadlines is not considered to be 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, conditional upon KIVNON accepting this. Changes resulting from amendments to the applicable legislation, rules, and regulations after the corresponding order is accepted are also considered to be changes; if those amendments impose additional or more onerous obligations on KIVNON, it is entitled to withdraw the order made to the Supplier, without this constituting a breach.
2.4The partial supply or execution of the merchandise or services requested from the Supplier shall not be accepted, unless KIVNON has expressly accepted this.
2.5The agreed dates and deadlines shall be binding. The relevant date for complying with the supply or delivery deadline shall be the date on which the merchandise is received at the place expressly stated by KIVNON. If “Ex Works” supply is not agreed (DAP or DDP, 2010 Incoterms), the Supplier must make the merchandise available to KIVNON, taking into account the deadline agreed with the carrier for the 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 envisages difficulties in manufacturing or previously stocking up the materials, or if there are circumstances which may prevent or impede the supply within the stipulated deadline and/or of the agreed qualities, the Supplier must inform KIVNON of this circumstance duly in advance.
2.6Accepting the supply or service past the agreed deadline without reservation does not mean that KIVNON waives demanding an indemnity or compensation for the damages caused.
2.7If the Supplier has to carry out installation or assembly work, unless there is an express agreement otherwise, it shall bear the necessary additional costs such as travel, food, and tools.
2.8The risk of loss of or damage to the merchandise shall be borne by the Supplier until the merchandise is received by KIVNON or, failing this, by the party expressly designated by the latter for such purpose at the delivery point.
3.1 Thesupplier guarantees that the merchandise is supplied and/or delivered free of defects and in accordance with the requirements of this agreement. KIVNON’S inspection or payment of the merchandise does not mean that it accepts this or releases the supplier from any of its obligations, representations or guarantees by virtue of this agreement. Likewise, KIVNON reserves the right to inspect the merchandise at the supplier’s facilities before they are delivered. If KIVNON conducts an inspection or test at the supplier's facilities, the latter must do everything reasonable for it and provide assistance for the safety and convenience of the staff designated by KIVNON for the inspection. The supplier undertakes to immediately inform KIVNON of any suspicions about defects or anomalies which may lead KIVNON not to accept the merchandise delivered.
3.2If the supplier has ISO certification, this guarantees its compliance with all the obligations arising therefrom, thus reducing the amount of quality control checks required when the merchandise is delivered at KIVNON'S facilities. In that sense, and within reason, the supplier agrees to be audited and be subject to any evaluation request aimed at verifying its obligations. Moreover, the supplier must immediately inform KIVNON of any eventuality that may affect the ISO certification (renewals, cancellations, etc.).
3.3The supplier cannot make any changes to the merchandise, manufacturing processes, manufacturing places, or raw materials without KIVNON's prior written consent. If changes or modifications are agreed between the parties, any costs incurred in the classification or tests shall be borne by the supplier. If such changes or modifications are made, KIVNON may terminate the contract and, therefore, the supplier is obligated to repurchase the materials at the sales price inventoried by KIVNON and to compensate for the damages caused.
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 executed with due diligence, care, and good faith. The supplier shall be fully liable for acting in accordance with this.
4.1The bids and lists for the products or services offered by the Supplier shall have fixed prices, which cannot be changed once the bid or order has been made by KIVNON. Notwithstanding the foregoing, a price review will be applicable when there are substantial changes in the prices of the raw materials for the merchandise.
4.2Unless expressly agreed otherwise, the purchase or service price shall include all expenses, including transport, packaging, duties, charges, insurance, and taxes incurred in the transaction, except for value added tax.
5.1The invoices issued by the Supplier corresponding to the Products supplied or the services shall be submitted to KIVNON when the products are delivered or when the services are completed to KIVNON'S satisfaction.
5.2The Supplier must state on the invoice at least the number and date of the delivery note, the destination company, the order number and/or the order reference by KIVNON.
5.3Unless expressly agreed otherwise, 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, reserving the right to check, as soon as possible in accordance with its ordinary activity, that there are no deficiencies and that they are correct and complete. Any defects detected shall be notified and claimed by KIVNON. In that sense, the Supplier waives challenging the claims for defects made past the usual deadlines.
6.2Unless otherwise stated in these Terms and Conditions, the legal provisions on lack of title or latent defects shall apply. For such purposes, KIVNON is entitled to choose the type of remedy, and the Supplier cannot refuse the type of remedy chosen by KIVNON, unless it involves bearing disproportionate costs.
6.3 Inthe event of an emergency and especially when the aim is to mitigate imminent risks or avoid disproportionate damages, KIVNON may eliminate the defects detected, and the Supplier shall bear the costs.
6.4If KIVNON bears the expenses as a result of a defective delivery of the merchandise (transport, labor, travel, material, etc.), they shall be borne by the Supplier.
6.5In the event of lack of title, the Supplier shall exempt KIVNON from potential third-party claims, unless this is not attributable to the Supplier.
6.6The expiry period for the rights arising from material defects starts on the date on which the merchandise is received at the facilities stated by KIVNON (transfer of risk).
6.7If the Supplier complies with its obligation to remedy this with a replacement delivery, the expiry period for the merchandise delivered as the replacement shall start when it is delivered unless, when the remedy is accepted, the Supplier expressly and justifiably states that it has made the replacement delivery only as a gesture of courtesy to avoid litigation or maintain the commercial relations for the supply.
7.1The Supplier shall be liable for damages arising from defective products or merchandise supplied by it.
7.2The Supplier's liability includes all expenses and costs incurred, including those generated for legal defense to exercise legal action.
8.1If the supplier subcontracts third parties, it requires KIVNON'S prior written consent, providing KIVNON with the power to partially or fully terminate the contract and claim an indemnity in the event of a breach. Subcontracting shall not generate any contractual relationship between KIVNON and the supplier's subcontractors. Subcontracting shall not exonerate the supplier from any of its contractual liabilities or obligations, and the supplier shall assume its subcontractors' acts as its own vis-à-vis KIVNON; KIVNON can retain the invoices and payments pending to the supplier and pay them directly to its subcontractors.
9.1All materials supplied by KIVNON shall remain the property of KIVNON and shall be delivered for deposit. The supplied materials may not be delivered or assigned to third parties or used for purposes other than those stated in the purchase order.
9.2The supplier hereby undertakes to maintain the supplied materials in good condition and separate them from its own assets and 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, stating KIVNON'S interest in the policy and designating it as the beneficiary.
9.4Once its contractual obligations are met, or when this is stated by KIVNON, the supplier must return the supplied material in good condition to KIVNON.
9.5When KIVNON needs to review the inventory of the supplied material at the supplier’s facilities, the latter must provide access to the staff authorized by KIVNON to carry out this task.
10.1 The Supplier undertakes to comply with the legal provisions for export control enacted by the United States of America and by the European Union and its member states.
11.1The following, among others, shall be considered to be 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 type of installation. d) Industrial 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 the delivery of the merchandise or services made while the force majeure events stated in section 8.1 continue. Likewise, KIVNON can annul all or part of the contract while those circumstances continue and in the week after they end, provided that the duration of such circumstances is relevant and the supply needs are considerably reduced as a result of receiving supplies from other Suppliers which are required for those purposes.
12.1In addition to the general reasons for termination as a result of the applicable breaches and, where applicable, of the hidden faults or defects in the item supplied, KIVNON may waive or terminate the contract in the following cases: a) If there is a certain threat or risk that a fundamental deterioration will occur or exists in the Supplier's financial relations, which may lead it to fail to comply with the agreed supply. b) If the item or merchandise delivered is partially or completely lost before 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 keep the merchandise received. If a service provision is arranged, this clause shall apply. c) In accordance with the clauses of these general terms and conditions.
12.2In the event that the delivery deadline or service provision is not complied with, KIVNON may demand that the contract be complied with or terminated; in both cases, it may demand compensation for the damages caused as a result of the delay and/or non-compliance.
13.1The personnel assigned by the Supplier to carry out the work at KIVNON'S facilities must comply with all applicable occupational safety legislation in force, and KIVNON shall be exempt from all types of liability in the event of work accidents suffered by them at its facilities.
14.1All KIVNON’S documentation to which the Supplier has access shall be considered to be Confidential Information. That documentation can include commercial secrets, systems, software and hardware, concepts, designs, configurations, schedules, costs, operating characteristics, specifications, techniques, material protected by copyright, patented or patentable inventions, plans, methods, drawings, data, tables, calculations, documents and other written material, texts explaining computer programs, flow charts, source and object codes, business and marketing plans, information about transactions and agreements, objectives, client locations and data.
14.2The Confidential Information shall be provided and/or revealed by KIVNON within the framework of the contractual relationship arranged with the Supplier, where the latter must take all the 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) Duly 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 diligent. b) Use the Confidential Information only for the purposes described in the Agreement arranged or for other purposes expressly arranged by the parties in writing. c) Not to copy or reproduce in any way whatsoever the Confidential Information, unless this is expressly necessary in accordance with the purposes pursued, and not to allow or order any third party to do this without prior written consent from the party delivering the Confidential Information. d) Immediately notify the party delivering the Confidential Information that the party receiving the Confidential Information has received a legal, administrative, governmental, or other type of request to deliver all or part of that Confidential Information, enabling the party delivering the Confidential Information to adopt the corresponding measures at its cost. e) Return the Confidential Information when the party delivering it requests this.
14.3The parties expressly agree that, once the relationship has ended for whatever reason, the Supplier must return any documentation, publication, material, or background comprising the Confidential Information. Likewise, the confidentiality obligations shall remain in force indefinitely once the relationship has ended.
14.4The products or services developed by the Supplier based on the data, designs, drawings, scale models, and similar items owned by KIVNON cannot be used by the Supplier for its own use or offered or supplied to third parties.
15.1If some or all of the clauses of these General Purchase Terms and Conditions or of the contracts between the parties referred to in these Terms and Conditions are null and void or annullable, by virtue of the applicable law they shall be omitted from them without this affecting the validity of the other provisions.
16.1Any notifications related to this Contract shall be stated in writing through any valid means which record their reception date, content, and addressee. The documents related to this Contract and the notifications made shall be drafted in the Contract’s language.
17.1The law applicable to these general terms and conditions and any disputes related to this contract shall be Spanish law, excluding conflicting provisions and the Hague Convention on a 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 submitted solely 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 relating to the interpretation, compliance, and validity of this Legal Notice shall be governed by its own clauses and, in all matters not provided for therein, in accordance with Spanish legislation, the parties expressly submitting themselves to the jurisdiction of the Courts and Tribunals of KIVNON's domicile.
