These purchase conditions will be applied to all supplies and services carried out by a supplier for ÚTILES Y MECANIZADOS S.L. (from hereinafter referred to as UMEC S.L.), unless other agreements have been expressly reached.

If the supplier’s general sales conditions contradict our general conditions, the former will only be applied when UMEC S.L. has explicitly given its written consent. Acceptance of supplies or services from the supplier and even their payment does not represent an approval of the supplier’s sales conditions.

The deadlines agreed for supplies and services are binding. If delays are foreseen or if these occur, the supplier must immediately inform UMEC S.L. in writing, so that the latter can grant an additional delivery time. In the case of untimely deliveries, without previous acceptance of an additional delivery time by UMEC S.L., the latter will be entitled, without any notice, to reject the delivery, terminate the contract, or to demand compensation for damage due to default. Acceptance without reservations of an untimely supply or service will not entail any kind of relinquishment of the actions to demand compensation or payment for losses and damage that might be derived from the delay.
The prices agreed for the supplies / services targeted by the order, are considered as fixed. Unless otherwise agreed, they include all the expenses related to the supplies and services provided by the supplier.
The delivery of the supplies must be made on the date, in the place and under the conditions agreed with UMEC S.L.

The type and quantity of product purchased are binding in the delivery orders, as well as the delivery time. Authorisation from UMEC S.L. will be required to accept partial deliveries; unless these are complete order lines.

A delivery note must be enclosed with each delivery, which will state the order number indicated by UMEC S.L and the content, classified by type and quantity.

The product will be delivered, as a general rule in standard, non-reutilisable packaging. If reutilisable packaging is used, it will be the supplier that provides the packaging on loan. The packaging will be returned on the supplier’s account and at his risk. The product packaging will be appropriate for their transport, preservation and storage. Any damage caused due to packaging defects, will be on the supplier’s account.

The general material shipping conditions will be DDP at UMEC, S.L. unless other conditions are expressly agreed upon.

UMEC, S.L. reserves the right to inspect all the materials and/or equipment requested in the production or storage place as well as to ensure that the services requested are carried out as agreed. To this end, the authorised people from UMEC, S.L., customers and regulatory authorities will have free access at all times, whilst this contract is in force, to the facilities of the Supplier or of his subcontractors, as well as to request all applicable records. This inspection will be carried out in such a way that it does not unwarrantedly delay the Supplier’s deliveries and/or work.

When these end, the relative quality controls will be carried out. If the agreements established have not been satisfied, the supplier will be notified and he will be responsible for any expenses derived from this adjustment.

All the documents related to the product and its manufacturing process (manufacturing schedules, inspections, material certificates, etc.) generated throughout the project must be available to UMEC S.L. for at least three years after the document is issued.
If any operation is outsourced, prior approval from UMEC, S.L., it must be ensured that all the defined contractual requirements are satisfied.
Any change in the definition of the product and/or manufacturing process, including nonconforming product concessions, must be approved by UMEC, S.L.

The reception of the goods will be made reserving the right to verify that they do not present any deficiencies, and above all, that they are correct and complete. After making this verification, during the days following the delivery, UMEC S.L. will immediately claim any defects found from the supplier. In any case, the costs for returning the goods will be on the supplier’s account.

The legal provisions will be applied in terms of eviction or hidden flaws, unless another deadlines is established in these conditions

The supplier guarantees the products/services against any defect and for the period established by law. During this warranty period, the Supplier commits to replace and repair faulty products, and carry out additional services in order to obtain the results agreed upon, without any additional cost for UMEC, S.L.

Invoices must be sent to the accounts department of UMEC S.L. within one week at the latest after the delivery or termination of the service in order to maintain its due date. Reference must be made in these invoices to the order no. of UMEC S.L., name, tax number and delivery number of the supplier. A copy of the delivery note, stamped/signed by the party receiving the goods, must be enclosed with invoices corresponding to products delivered outside UMEC S.L. facilities.

Payment to the supplier will be made 60 days following the date of receipt of the invoice, and it will be made by domiciled bank draft into the account IBAN ES37 0128 O400 610100112685.

Payments do not represent any recognition of the supply or of the service in the sense specified by the contract. In the event that a service or a delivery is made incorrectly or incompletely, UMEC S.L. – without prejudice of other rights – reserves the right to retain, within a reasonable amount, the payments of debts resulting from the commercial relationship until the appropriate compliance with the services or supply.

The technical documents, tools, designs, factory standards, tooling, etc. that UMEC S.L. places at the disposal of the supplier will continue to be its property, preserving all the intellectual and industrial property rights over them. These documents and toolings, together with any duplicates made, must be returned to UMEC S.L. immediately after carrying out the service or the supply of the product ordered. The supplier may only use the objects and documents mentioned to execute the order; and he may not transfer them or grant access to them to unauthorised third parties.
The supplier undertakes to treat all the commercial and technical details brought to his knowledge as a result of the commercial relationship, and which are not of public knowledge, confidentially, not being able to transfer them to third parties.
In compliance with (Spanish) Organic law 15/1999, 13 December, on Data Protection, we inform that the supplier’s data will be incorporated into a file belonging to UMEC S.L., for processing and use for the purposes contracted. They may also be transferred to companies and distributors linked to UMEC S.L.

UMEC S.L. will process these data with maximum confidentiality and undertakes not to use them for any other purpose than that for which they were compiled, as well as to preserve them with the proper measures that guarantee their safety and prevent their alteration, loss, and unauthorised access or processing. UMEC S.L. undertakes to maintain professional secrecy with respect to the aforementioned personal data, even once the contractual relationship has ended.

The supplier may exercise his rights of access, rectification and cancellation, by writing to the registered offices of UMEC S.L., Polígono Industrial Malpica, Grupo Gregorio Quejido, naves 44 y 45 ( 50016) Zaragoza.

This relationship will be governed by the Spanish legislation. The parties expressly waive any other jurisdiction that they may be entitled to and agreed to submit any different or lawsuit derived from the validity, interpretation, compliance or execution of the General Purchase Conditions, as well as the actions or transactions contemplated therein, to the courts of Zaragoza.
Any controversy concerning the interpretation or execution of these general purchase conditions will be exclusively referred to the Courts and Tribunals of Zaragoza, without taking into account the accepted place of delivery or payment method.