General conditions of purchase

1. TERMINOLOGY

• 1.ORDER: Formal document submitted to the supplier whereby prices, terms and conditions are established for the provisioning of goods or delivery of a service for which the procurement or contract has been previously awarded.
• 2.SUPPLIER: Entity that has been awarded an Order.
• 3.SPECIAL CONDITIONS: Any document including all the requirements, of any kind, necessary for the Supplier to deliver the goods or execute the works and services in the form and quality required.

2. VALIDITY OF THE CONTRACTUAL DOCUMENTATION

• 1.The General Conditions establish the base for the Procurement of goods and/or contract of works and/or services which shall be later disclosed to the Suppliers during the process of Procurements and shall become part of the contractual documentation stated in the Order.
• 2.These General Conditions may be supplemented with Special Conditions which, in case of contradiction, shall prevail over the former.
• 3.No General Sales Conditions by the Supplier other than those established herein shall be accepted, except if expressly agreed upon, in whole or in part, by TELTRONIC S.A.U.
• 4.Conditions and specifications included by the Supplier in its receipts, invoices or other documents exchanged by the parties, which conflict with the express conditions set forth in the Order, shall be deemed null and void.

3. SUPPLIER OBLIGATIONS AND RESPONSIBILITIES

• 1.The Supplier is bound to execute the delivery of goods in the term specified in the Order and/or annexes thereto and to comply with the technical, administrative, tax, labour, legal and other obligations related to the contractual relationship.
• 2.The Supplier shall furnish all the documentation required by TELTRONIC S.A.U. in the Order, in term and in full, as well as any other information or document of any kind that may require the rules or regulations applicable to such provision and/or service.
• 3.The Supplier shall abide by the current applicable rules and others such as those Fundamental Conventions of the World Labour Organisation relative to labour and social security rights, and the principles of the Global Agreement of United Nations.

4. ECONOMIC CONDITIONS AND TAXES

• 1.Prices established in the Order and/or annexes thereto shall be deemed fixes and not subject to revision up to full and due compliance with the Order, unless otherwise notified, and include all type of current or future taxes, charges, encumbrances, fees and duties, except the Value Added Tax or similar tax, which shall appear as a separate item.
• 2.No goods, works and/or services not included in the Order shall be paid if no bid has been submitted by the Supplier in writing, and accepted, in writing, by TELTRONIC S.A.U., and the relevant Order revision has been issued.
• 3.The Supplier shall be responsible for any difference of freight, consignment or any other expenses arising from the breach of the instructions of delivery or other, or any other difference as to the conditions set out in or applicable to the Order.

5. METHOD OF PAYMENT

• 1.All payments shall be made within 90 calendar days as of invoice date, on the payment dates set out by TELTRONIC S.A.U. (15th and 30th each month). Invoices shall be paid only if TELTRONIC S.A.U. holds documents supporting the due receipt of the services rendered as provided forth in the Order. The delivery of goods shall be made according to the Incoterms and/or delivery conditions established in the Order. We establish as method of payment Confirming or bank draft.
• 2.The remaining payment conditions shall be fully defined in the Bidding Form of Special Conditions, as well as in the Order.

6. ORDER ACCEPTANCE

• 1.Order acceptance/confirmation: The order acceptance/confirmation, duly signed, shall be sent to the Purchasing Party within seven calendar days maximum as of receipt date thereof.

7. DELIVERY TERMS

• 1.The delivery term established in the Order shall be definite. Such delivery shall be made as per the amounts, dates and places set out in the schedules defined and furnished by TELTRONIC S.A.U.
• 2.In case of delay in the fixed delivery term, TELTRONIC S.A.U. may apply the penalties set forth for such purpose and/or terminate the Order. We detail the penalties in a general view as follows, apart from the particular penalties shall be imposed in each case:

• The heavy non-compliance in the fixed delivery term could cancel the order, and depends of the case, the non – validate as supplier.
• 3.TELTRONIC S.A.U. may change the delivery/execution schedules or order the temporary suspension of deliveries scheduled. For such purpose, the former shall sign the relevant agreement and request the necessary adjustment of Order.
• 4.Independently of we indicate in the paragraphs before, the Supplier will notify as soon as possible any delay predicted with reference to the delivery term.

8. GUARANTEES

• 1.The supplier guarantees that the goods’ supply is of his full ownership, suitable for the purpose they are intended to and being of first quality and first use, as well as they meet the requirements set out in their technical specifications sheets, and the requirements of security and quality specified in the Order and in the applicable legal regulations, according to the nature of the goods, works and / or services provided.
• 2.The Guarantee Period of goods, works and/or services delivered/executed by the Supplier shall be established in the Order. Otherwise, it shall be as follows: For goods 24 months as from the date of receipt at destination or availability. Other terms may be applied when so established by the current laws and/or specific nature of the relevant delivery, work and/or service.
• 3.During the Guarantee Period all the quality defects of the materials used failure by the Supplier. The guarantee term shall be interrupted by the time employed by the respective repairs or replacements, which in turn shall be guaranteed as from its completion for the same time as the initial guarantee.
  Once occurred the equipment’s reception either within or out of the warranty period granted by the Supplier, if TELTRONIC, S.A.U. discovers an endemic failure the Supplier shall be bound (in addition to comply with other warranty obligations) to do what corresponds to solve these problems definitively and propose solutions to TELTRONIC, S.A.U. within 15 days from the date of communication of the problem and, subsequently, solve the problem definitively at its own expense within a period not exceeding 3 months. The implementation of the solution to endemic failures shall be entirely the responsibility of the Supplier, as well as the costs associated to logistics, uninstallation and reinstallation if required. For these purposes of this clause, it shall be considered that there is an endemic failure when at least the two per cent (2%) of the equipment supplied by the Supplier have a recurrent failure (i.e. the same failure appears several times in the same or different units of equipment) in one (1) year periods.
• 4.When the Supplier have carried out no corrective measures or when no due procedure has been applied in the resolution of problems, such relevant quality defect may cause: The withholding by TELTRONIC S.A.U. of outstanding payments and even the total or partial denial of delivery, work or service executed, requiring in this case the return of amounts paid, which shall not entitle the Supplier to file any claims.
• 5.TELTRONIC S.A.U. shall deduct, if applicable, the applicable penalties to the Supplier/Contractor from outstanding invoices.
• 6.The Supplier can’t change the technical conditions of supply (hardware, software, etc.) without a previous acceptance of the Buyer.
• 7.In case of a product End of Life (EOL), the supplier shall inform in writing of this fact 6 months in advance and shall admit any purchase order during the 6 months advance notice, allowing planning of the deliveries, last order included, up to one year after the date of EOL notice.
  The Supplier guarantees the stock of spare parts, maintenance kits and equipment’s’ repairs for a period of 5 years with the replacement of 100% of the equivalent parts, from the notice of the product’s end of life.
• 8.The Supplier must breakdown in the offer those parts that are considered consumable and that, as such, are excluded from the warranty period described here, indicating the warranty period that applies to these elements.
• 9.After the end of the Guarantee period, the Supplier continues to be responsible for the resolution of those malfunctions of the products caused by hidden defects, latent defects or design errors. The Supplier shall implement, at his expense, all the necessary measures for their resolution.

9. REPAIRS

• 1.The supplier must provide TELTRONIC S.A.U with the procedure to be followed for the management of repairs, whether or not under warranty.
• 2.TELTRONIC S.A.U may send to the Supplier the products to be repaired, whether or not under warranty, to any of his repair centres located in the world, or to those that may be agreed later. TELTRONIC S.A.U will assume the costs of sending the equipment to the repair centre under conditions CIP Incoterms 2020, and the Supplier will assume the costs of return in conditions CIP Incoterms 2020 Origin of the shipment.
• 3.The supplier must provide TELTRONIC S.A.U with the repair period to which it is committed, both for equipment under warranty and for out-of-warranty equipment.
• 4.The Supplier shall issue a repairing report related to all the elements shipped to its reparation centres, where the Supplier shall inform about the solved failure(s) as well as about the causes that may have produced the failure.

10. INSPECTIONS

• 1.The Supplier shall carry out its own inspections prior to the delivery of goods in order to ensure all requirements specified in the Order are met. In order to facilitate proceedings aimed at meeting the time of delivery, the supplier shall count with an internal actuation system for the effective follow up of its suppliers of material, components and services affecting the ordered goods.
• 2.TELTRONIC S.A.U. reserves the right to inspect ordered goods and demand as many trials as necessary, which shall be paid by the Supplier, both in the Supplier facilities and those of its own suppliers, and can go either alone or accompanied by their customers. The Supplier shall notify of this circumstance to its suppliers.

11. ENVIRONMENT

• 1.The Supplier has the responsibility of observe the rules of the industry and the environment legislation of his activities or goods supplied. See the “Suppliers Environmental Communication”
• 2.In particular, the Supplier has the responsibility of the performance of 2011/65/EU (RoHS) and 2012/19/EU (WEEE) directives, considering the goods supplied are in keeping with this legislation.
• 3.At the same time, the Supplier ensures the performance of (EC) n. 1907/2006 (REACH) regulation, if this is demanded.

12. COMMITMENT

• 1. The requirements of Corporate Social Responsibility (CSR), to ensure the correct operation of TELTRONIC providers with respect to CSR, in the approval of the supplier is valued positively those that demonstrate:

o Commitment with the quality assurance its products and provided services, the environment and the information security.
o Commitment to organization and, therefore, to your own employees, through measures appropriate at raising the levels of information, training and health and welfare of workers through the assessment of occupational risks.
o Adoption and respect of the referents in labor and social matters, or any other treaty, agreement, directive or norm emanating from international organizations.

• 2.To ensure sustainability in our supply chain, Teltronic is supplied by suppliers that meet the regulatory requirements to obtain the material they provide us with in a manner which will not directly or indirectly finance or benefit armed groups in the Democratic Republic of Congo and its adjoining countries or in any region determined to be a conflict affected and high risk area (CAHRA) as defined in the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High-Risk Areas (OECD Guidance), which include any entities therein. Teltronic is aware of the conflicts that occur in different countries regarding child exploitation and war and therefore Teltronic approves its suppliers taking into account the CSR requirements.

13. DELIVERY AND SHIPMENT OF PRODUCTS

• 1.All goods supplied shall be appropriately packaged to prevent any damage. TELTRONIC S.A.U. shall admit no charge for packaging if not previously agreed.
• 2.All shipments shall be accompanied by a delivery note or document justifying the delivery indicating the amount, name of the product, Order number, Supplier reference and packages breakdown.

14. ORDER RESOLUTION

• 1.By mutual agreement between the parties.
• 2.Supplier’s non-compliance with any of the Order sections.
• 3.The Provider bankrupt, pending the acceptance of the application for insolvency, appointment of liquidators or auditors and any other situation that would question the soundness of Provider.
  In case of the Supplier’s non-fulfilment of any contract obligations, TELTRONIC S.A.U. may terminate the contractual relationship, so long that it notifies in writing to the Supplier and doing the payments of the shipments until that date, with the deduction belong in any case. The Supplier is not entitled to payment of any other sum in compensation.

15. CRITERIA OF EVALUATION AND FOLLOW-UP OF PERFORMANCE.

• 1.TELTRONIC S.A.U will periodically evaluate the performance of suppliers based on the following factors:
  1. – Quality of service: Evaluation of the delays in the delivery of the material on the date confirmed by the supplier.
  2. – Product Quality: Evaluation of the Non-Conformities generated with Supplier origin, its average resolution time and the Non-Quality Cost ratio relative to the generated billing.
  3.- Quality of Organization: Evaluation of the quality of the supplier as organization, based on the maintenance of the ISO certifications (ISO9001, ISO14001), the completion of the “Supplier Evaluation Survey” and the subjective assessment of the supplier conditioned by the daily relationship.
• 2.The following table shows the contribution percentage of each of the factors evaluated to the supplier’s assessment:

16. COMPLIANCE AND ETHICS

• 1.TELTRONIC is committed to observing the highest standards of legal and ethical behaviour in the conduct of its worldwide business dealings to ensure compliance with the relevant legislation and industry best practice. Each Party warrants represents and undertakes that it has not and will not, and will procure that its personnel have not and will not (whether in connection with this Order or otherwise) make, promise or offer (or accept, request, receive or agree to receive) any gift, payment, reward, rebate, contribution, commission or any improper influence, incentive, inducement or advantage of any kind, directly or indirectly, to or from any third party which would contravene any applicable laws, rules or regulations. The Supplier represents and warrants that neither the Supplier nor any of its directors, officers, employees, sub-contractors and/or agents is subject to financial sanctions, restrictive measures, enforcement proceedings and/or similar situations or circumstances (this is an statement without which Teltronic would have not entered into this Order). Each Party reserves the right to terminate and/or suspend this Order with immediate effect and without liability in the event the other Party or any member, director, partner, officer, employee, agent or sub-contractor thereof commits or is alleged to have committed any breach of this clause and/or any offence of corruption or bribery in contravention of any law, rule or regulation governing the conduct of either Party.

17. INFORMATION AND DOCUMENTS CONFIDENCIALITY

• 1.When TELTRONIC S.A.U. provides the Supplier with information of any kind for promoting bid submission, goods delivery or work/service execution subject matter of this Order, said information shall be used for that specific purpose. Any disclosure or reproduction hereof is prohibited. Once realised the bid, or at TELTRONIC S.A.U’s request, the Supplier undertakes to return so to TELTRONIC S.A.U.
• 2.Any information, both written and oral, that one Party (Disclosing Party) may disclose to the other (Receiving Party) shall be construed as Disclosing Party’s property. Therefore, none of the abovementioned information may be disclosed to third parties nor it may be used with a purpose other than that of the Order without Disclosing Party’s prior written consent.

18. INDUSTRIAL AND INTELLECTUAL PROPERTY

• 1The Supplier shall retain title and/or licensing rights related to the intellectual and/or industrial property inherent to the products and any related documentation. Notwithstanding the aforesaid, Teltronic, S.A.U., is hereby licensed with any and all industrial and/or intellectual property rights required in order to use the products and the related documentation for the purpose they are intended and to sublicense said rights to its customers and/or end users. The aforesaid license in favour of Teltronic, S.A.U. is a worldwide, irrevocable, royalty free, non exclusive, transferrable and perpetual license to use and sub-licence any and all industrial and/or intellectual property rights related to the products and its related documentation for its further commercialization, integration in other products, use, maintenance, repair, modification, refurbishment, overhaul, operation and training.
• 2The price of every product shall be deemed to be inclusive of any royalty related to the industrial and/or intellectual property rights inherent to the Products as well as to its documentation.
• 3Supplier hereby declares, represents and warrants that the materials, software, and devices to be used on or incorporated in the products shall be free of any claim of breach of any third party copyright, industrial and/or intellectual property rights and shall promptly report in writing to Teltronic, S.A.U. each notice or claim of infringement as well as all evidence and information in its possession pertaining to such notice or claim at its own cost and expenses. If it is ultimately found that there has been an infringement of copyright, industrial and/or intellectual property rights connected to the products, Supplier shall fully indemnify to Teltronic, S.A.U. against any losses, damages, costs or expenses whatsoever and howsoever caused arising out of such infringement.
• 4The provisions of this clause 17 shall survive the expiry and/or any termination of the Order. The references to the products include its software (if any).

19. EXPORT CONTROL

• 1The Supplier is hereby informed that its products may be exported or re-exported by Teltronic, S.A.U. In this sense (a) the Supplier shall be responsible for exporting the products in accordance to the applicable laws (b) the Supplier shall at all times inform Teltronic, S.A.U. of each and all export controls restrictive measures and restrictions applicable to the export or re-export of the products (c) the Supplier shall provide to Teltronic, S.A.U. with any document required for the export or re-export of the products.
• 2Any delivery note related to the products shall include a certificate of origin (COO) as well as indication of TARIC and/or HS Code, TARIFF code, ECCN and AL codes (if applicable), dimensions and the weight of the supplied products.
• 3Supplier shall fully indemnify to Teltronic, S.A.U. in case Teltronic, S.A.U. suffers any damage as a consequence of lack of, incorrect and/or misleading information related to the export controls applicable to the products.

20. FORCE MAJEURE

• 1.None of the parties shall be held liable for delay or non-fulfilment of their duties under the Order where caused by a Force Majeure event, for example, war, military operations, disturb, acts of terrorism, fire, any act inevitable independent from the parties’ control.

21. APPLICABLE LAWS AND JURISDICTION

• 1.This General Procurement Conditions are governed by the laws of the Kingdom of Spain.
• 2.Should any conflict arise regarding the General Procurement Conditions’ construction and execution, the parties shall resort to the Courts of Zaragoza, Kingdom of Spain.