Glanua Terms and Conditions of Purchase Ireland
DEFINITIONS
Following definitions shall apply, unless expressly indicated otherwise:
SUPPLY CONTRACT:
A contractual legal relationship by which the supplier undertakes in relation the contracting entity to deliver either occasionally or continuously materials, equipment/movable property and/or services for a price and a pre-set deadline. Such deliveries may include installing, assembly and maintenance operations.
OFFER:
Document submitted by the supplier during the negotiation stage and indicating economic, financial and technical conditions of the supply.
ORDER SLIP:
Document sent to the contracting entity by the supplier indicating the contract conditions for each supply item; those may be completed by the supply specific conditions.
SUPPLIER:
A natural or legal entity, which undertakes by way of a contract signed with the contracting entity to supply materials, equipment/movable property or to provide services according to conditions set forth in the order slip/supply contract.
The supply terms and conditions referred to herein are part of the clauses or orders made by the contracting entity and applicable to all amendment or additional contracts or accessory to the conditions and must be complied with by the supplier.
CONTRACTING ENTITY:
Company identified in the order slip/supply contract or any other legal association relating thereto.
The legislation and regulations referred to in the supply terms and conditions are Irish, unless otherwise indicated.
PRICES
The price for each order features on the order slip/supply contract.
Prices featuring on the order slip/supply contract are firm and non-updatable prices throughout the entire lifespan of the contract. The supplier shall pay for all related costs, including, but not limited to, margins, materials, consumables, mobilisation and demobilisation, transport and accommodation of workers, transportation and storage of equipment, materials, attachments, wages, remunerations, overtime, bonuses, allowances as well as any other remuneration due to workers, contributions to Irish Revenue, taxes, insurance premiums, and any other due under the law, namely taxes and duties. The VAT or taxes of a similar nature, licences and permits are excluded.
PLANNING, EXECUTION AND QUALITY CONTROL
The supplier undertakes to deliver materials and equipment/movable property or to deliver the contract goods to the premises and according to the order slip /supply contract, according to these terms and conditions (where applicable), the applicable laws and instructions from the contracting entity.
Goods delivered and/or services to be provided shall comply with relevant homologation documents and/or with the manufacturer’s instructions or patent holder. Besides, the supplier must comply with the technical requirements contained in the project documentation or the specifications.
Goods supplied and/or services to be provided by the supplier shall comply with the quality level or the proper use, safety and, size. Likewise, such goods and services shall comply with relevant instructions on quality assurance, terminology, symbols, tests and testing methods, packaging, marking, and labelling so as to enable objective identification of materials, products, goods and services to be delivered and to match their intended use.
The supplier undertakes to deliver contractual materials, equipment or movable property with their maintenance and instructions for use. The supplier shall also include proof of maintenance they are in charge of.
The supplier undertakes, within its business, to modify the work schedule previously agreed upon or deadlines set out in the specific supply terms and conditions according to instructions they shall have received in writing from the contracting entity.
Any type of tests needed to make the delivery fit for use, namely homologation, and quality certification shall be the responsibility of the supplier.
Should the contracting entity reject or not approve of any materials, equipment, movable property or services, those will be removed immediately and replaced by the supplier who shall be liable for expenses incurred.
The supplier shall pay all costs relating to the delivery, including but not limited to transportation, insurance and taxes/customs taxes.
INVOICING
Supplier’s invoices must indicate the following:
The cost centre or the job site concerned of the contracting entity for orders < 500€ (where applicable);
The number of the order slip/supply contract and the itemized deliverables, as well as the quantities, prices and the applicable VAT or any other similar tax), the purchase order number (featuring on the supply contract). Supplier shall also indicate their IBAN for bank transfers. All bank transfers shall be made to a bank account open in a regulated jurisdiction.
In the event of rented equipment, the supplier shall include along with the invoice the measurements or work progress reports checked by the contracting entity and relating to those periods during which equipment have been assembled and operating; any breaks and stoppages shall not be taken into account.
In the event of unexpected rental or supplies, which shall not be permitted unless with prior written consent from the contracting entity, invoicing shall be separated following an agreement on applicable prices. No payment shall be made without prior written consent from the contracting entity for those rentals and supplies.
Invoices are addressed to the accounting office of the contracting entity to the address it shall have indicated, namely on the order slip/supply contract or in the supply specific conditions.
Any changes in the invoicing procedure as indicated in preceding items shall cause the invoice to be returned to the sender.
In the event of an intracommunity operation (EU) involving goods, the invoice shall indicate the destination point, the Incoterm, the intracommunity code, and both the net weight and the gross weight. Failure to mention any of those items, shall cause the invoice to be rejected.
PAYMENTS
Payments are made after deducting the amounts due to the contracting entity under the contract or regulations, and in the deadline indicated on the order slip/supply contract. In any way, counting of the deadline shall be made as of the date invoices are received by the contracting entity at the address indicated in item 4.4. Said address shall be the place where payment is made and shall in no way mean a construction site or any other destination of the materials, equipment, products or services.
The supplier is not entitled to payment unless following conditions are met simultaneously:
The order slip/supply contract must be signed by the parties;
Relevant contractual or legal warranties shall have been given to the contracting entity;
The supplier shall have provided proof that mandatory insurance policies as indicated in item 13. have been undertaken and premiums have been paid.
Parties hereby expressly agree, that the supplier must not, in any event, assign wholly or partly the credits arising from the contract, namely through factoring contracts.
Failure to comply with the aforementioned article by the supplier, shall give a right to the contracting entity to terminate the contract without prejudice of the right to claim compensation.
All amounts earmarked for payment of fines imposed to the supplier, and of excess, administrative fines or any other penalties incurred by the contracting entity arising from the supplier’s actions or omissions.
WARRANTY
During the legal or contractual warranty, the supplier undertakes to repair deteriorations or defects of delivered goods, and to replace them if need be, by other goods in good working condition, if such defects are manufacturing, transportation or installing defects (should the installing be made by the supplier) and not resulting from depreciation caused by normal wear and tear.
Warranty of supplied goods covers all repair and/or replacements needed as well as all costs from service provision or execution of additional and needed tasks to correct flaws, and repair costs arising work made by third parties on the erection site, whenever such repair is made necessary due to defects in works made under the supplier’s responsibility.
Failure by the supplier to meet provisions in items 6.1. and 6.2, within an established reasonable deadline, the contracting entity itself or a third party it will have appointed may, on account of the supplier, correct the defects identified and be refunded as indicated below;
Debit on the supplier side of costs within a payment time- frame the supplier set;
Enforcing the guarantees provided (if any).
Offsetting claims, independent of the origin of supplier’s credit.
INDUSTRIAL PROPERTY RIGHTS
The supplier shall be solely liable for the supply of materials, equipment, elements or processes subject to brands, licenses, registered drawings, or any other published industrial property right relating to the object of the order and until the end of the established warranty life time.
The contracting entity shall, in no way, be held liable for counterfeiting or any other violation of the industrial property rights from any third-party claiming patent rights. The supplier undertakes to compensate and to indemnify the contracting entity for any damage arising from such occurrences.
INSPECTION, CHECKS AND CONTROL
The contracting entity or any other entity they shall appoint to that effect shall carry out inspection, checks and control operations regarding the object of deliveries.
The contracting entity reserves the right to have the deliveries inspected at any time by their representatives including reception of materials and/or equipment and the way they are installed and assembled and to visit the supplier’s premises where operations concerning the delivery are taking place. During said inspection, the supplier shall provide all clarifications requested and shall assume all commitments deemed needed.
Provisions of item 3.7. shall apply to the inspection, checkout and control operations.
The inspection, checkout and control operations carried out by the contracting entity shall not exempt the supplier from his contract obligations.
The contacting entity representative may request at the supplier’s expense, that materials, equipment, products or movable property be removed from premises, if they are not guaranteed or if they jeopardize the safety of the personnel and the equipment. Likewise, the contracting entity may request that services be suspended as long as safety requirements are not established or reinstated and the supplier will assume the costs thereof.
At the beginning of the delivery process, the supplier shall cooperate with the contracting entity by providing it with a copy of all drawings and diagrams, as well as other items needed to enable inspection, use and purposefulness of services rendered.
For each delivery there will be an order slip which will be signed upon reception by the contracting entity.
STORAGE OF EQUIPMENT AND MATERIALS
For the whole duration of the contractual provision of services, the provider shall be responsible for the storage, protection and identification of materials/attachments/equipment on the premises and according to the contracting entity’s instructions. Provider shall be solely responsible for the risk of loss, damages, burglary and theft of all materials or equipment belonging to the provider.
SUBCONTRACTING
The supplier must not subcontract operations to third parties, either wholly or partly, without prior notice to the contracting entity.
The supplier undertakes, as far as their subcontractors are concerned, to provide the contracting entity with copies of documentation required by law in the jurisdiction where work is carried out, or of any other document deemed as necessary by the contracting entity.
Subcontracting is not permitted.
PENAL CLAUSE
Without prejudice to the provisions in item 14., should the supplier fail to start or complete delivery of the order within the deadline agreed upon, a contract daily penalty shall be perceived until delivery is complete, unless another fine is indicted in the order slip/supply contract:
2‰ (two per thousand) of the value of the value for a period corresponding to 1/5 of the full deadline;
For each successive period of the same duration, the fine will be increased by 2‰ (two per thousand) until reaching 1% (one percent) a day and to a maximum of 20% (twenty percent) of the total value of the order.
Fines are deemed applicable as soon as they are notified in writing to the supplier, without prejudice to the right of the supplier to provide the reasons for such behaviour within 8 days following said notification.
Applying the penal clause will not exempt compensation for damages incurred by the contracting entity or third parties on account of delivery delays.
HEALTH, SAFETY, ENVIRONMENTAL AND LABOUR REGULATIONS
The contractor undertakes to abide by and ensure their employees abide by health, safety and environmental regulations whenever they are at work premises, as well as abiding by any other regulations from the contracting entity, namely regulations/policies on safety, the prevention and abuse of alcohol and/or drugs. To this effect, the contractor will assume, vis-à-vis the contracting entity direct and personal responsibility in the event of any breach by their employees, as well as in case of non-compliance with sanctions imposed by the contracting entity on account of serious safety offenses committed by the supplier employees or management, or by third parties within its chain of subcontracting under provisions of item 10, or other legal regulations. The contractor undertakes to notify the contracting entity of any tests possibly made.
Without prejudice to the preceding item, and whenever it shall be deemed needed, the contracting entity may act in the supplier’s stead to conduct alcohol and/or drug testing and then notify the supplier of the results.
The supplier undertakes to provide their employees with P.P.E. at all times and ensure their employees wear such equipment.
Without prejudice to the responsibilities arising from non-compliance with provisions above, and whenever the supplier fails to comply with the obligation of providing safety protection equipment,
the contracting entity may act in the supplier stead to provide missing and automatically deduct costs thereto.
No contractual attachment shall be established between the contracting entity and the employees working for the supplier on the delivery premises. Supplier shall be solely responsible for the social, economic and tax expenses relating to hired employees.
In the event the contracting entity suffers any damage due to non-compliance by the supplier of labour laws and safety instructions, the contracting entity shall have a right to compensation for damage incurred.
The supplier undertakes to process all waste they generate according to environmental management plan and/or the contracting entity’s instructions.
INSURANCE
The supplier shall undertake at their own expenses the insurances indicated below and shall keep those insurances updated:
All-risk insurance policy covering materials, equipment or other movable property to be supplied and the value of which shall correspond to their total cost;
Workplace injuries insurance (where applicable) for the supplier’s employees, partners or third parties called upon to work or to be at the premises of the contracting entity where delivery takes place;
Insurance covering for loading and unloading injuries and transportation of material, equipment or any other movable property. Said insurance policy shall be in force until delivery date;
In the event of provision of services, an extracontractual civil liability policy for covering of loss or damage incurred by the contracting entity and/or third parties as a result of the provision of services ordered.
The supplier undertakes to provide proof of insurance undertaken and validity thereof as instructed above or of any new insurance policy (where applicable) prior to delivery of services.
RESCISSION OF CONTRACT
The contracting entity may rescind the supply contract by sending the supplier a registered letter with acknowledgment of receipt, or through the mail recording log book in the event of a breach of contract, namely:
Unjustified suspension by the supplier of the order processing wholly or partly;
Supplier’s inability to deliver and/or assembling and installing items within the contract deadlines and/or with the required quality;
Failure to comply with the contracting entity’s instructions under this contract or applicable regulations;
Delay of two days or above in relation to a binding delivery intermediate deadline that shall have been indicated by the contracting entity;
Insolvency proceedings involving the supplier, wheneverthe receiver chooses not to execute the delivery or in the event of refusal to deliver in the deadline indicated by the contracting entity.
Without prejudice to the provisions of previous item, the contracting entity may also at any time put an end to the contract unilaterally by notifying the supplier in writing at least 30 (thirty) days prior to effectiveness without having to indicate motive or a just cause. Should this be the case, the supplier shall not be entitled to compensation and shall only receive payment for the items delivered until the early termination of the contract.
DISPUTES
The contract shall be governed and interpreted according to the laws of Ireland and shall be subject to the jurisdiction of the Irish Courts and shall be the sole competent to settle any disputes arising between parties from construction, effectiveness and compensation for a breach of contract or faulty compliance, or rescission of the supply contract, or failing to reach an amicable settlement, or failure by the parties to seek arbitration. Parties expressly renounce any other jurisdiction.
Parties hereby agree that the jurisdictional competence clause referred to above has no inconvenience for either of them.
GOVERNING LAW
When the law is silent and without prejudice to imperative regulations effective in the jurisdiction where supplies/services are provided, governing law will be Irish law, namely with regard to all that does not go against the nature of the private law.
TRANSFER OF CONTRACT RIGHTS AND OBLIGATIONS
Transfer of contract rights and obligations by the supplier is expressly forbidden.
COMPLIANCE
The supplier undertakes to abide by and ensure managers/directors and representatives, employees, associates or anyone else acting for and in the interest of the supplier to abide by the applicable regulations, including those dealing with fraud and corruption (anti- fraud laws). The supplier undertakes to abide by all laws and regulations dealing with his activity, including but not limited to those dealing with the fight against corruption and unfair trade.
The supplier shall provide all assurances that their firm authorized has not paid/received bribes and/or unfair advantages, and that no conduct has been adopted to break anti-fraud laws. The supplier shall also give the assurances that they are not targeted by a probe on breach of anti-fraud laws.
Should the supplier receive directly or indirectly any request from a government official/civil servant or from any of their employees, such a request leading them to consider it constitutes a breach of anti- fraud laws, the supplier shall immediately notify the contracting entity of such.
During the contract life, the contracting entity may at any time launch an anti- fraud and compliance enquiry in connection with the supplier. Supplier must cooperate in such an enquiry and the contracting entity shall have a right at any time and as far as it is reasonable, to
have access to data and other documentation and records of the supplier in connection with the enquiry. To this effect, the supplier undertakes to organize an updated internal audit system enabling to secure that all transactions are duly recorded.
The supplier undertakes to implement the contracting entity’s anti-fraud policies and regulations, namely the code of ethics and the company code of practice. The supplier also undertakes not to act in a manner it could mean a breach of those policies and procedures.
Should the supplier fail to meet one of the following compliance obligations contained in 18.1 à 18.5 above:
The contracting entity shall have a right to put an end to the contract with immediate effect by notifying the supplier, without prejudice to other vested rights of the contracting entity from the breach of failure to comply with the contract.
The supplier shall be held liable for all damages and harm suffered by the contracting entity and caused directly or indirectly by a breach of contract, and therefore supplier shall indemnify the contracting entity consequently.
DUE DILIGENCE
The contracting entity shall, pursuant to the laws to mitigate the risk of their business to be used to promote financing crimes and/or terror activities and as a technique to mitigate the risk against potential violations of sanctions, adopt a number of procedures, namely to assess the supplier beforehand, their reputation and credibility, their financial status, and to seek information on prior inappropriate behaviour of the supplier and to identity any connection with publically exposed people or entities which have been sanctioned.
The supplier undertakes to provide the contracting entity will all the information needed to implement the procedures indicated in item 19.1 above. Any delay by the supplier to provide such information shall give a right to the contracting entity to terminate the supply contract and where appropriate any other contract signed with the supplier. The contracting entity shall deny any liability arising directly or indirectly from a possible termination or the need to implement the procedures referred to above.
Notwithstanding the provisions set forth in contract rescinding clause, and should the supplier violate the sanctions or should they be linked to undue behaviour dealing with crime or terrorism, the contracting entity shall have a right to unilaterally terminate the contract with immediate effect. To that effect, the contracting entity shall notify the supplier, without prejudice of other vested rights resulting from this breach or any other breach of the contract.