Terms and Conditions

GENERAL CONDITIONS OF PURCHASE

Article 1: Scope of application and priority

These general conditions of purchase, together with the corresponding purchase order, will establish the terms of the offer for MACYSDIGITAL.COM included in the orders placed by the company TEIDEMANSER SL, whose contact details appear on the purchase order form (hereinafter “THE COMPANY”). THE COMPANY is not bound by the Supplier’s general conditions of sale or by any terms or provisions that may appear in any proposal, quotation, price list, bill of lading, invoice, delivery note or the like by the Supplier. Likewise, commercial or other uses applied during the execution of the Agreement shall not be considered to modify these General Conditions of Purchase unless expressly accepted in writing by EMRPESA.

Article 2: Acceptance of Purchase Order

The Supplier shall return to THE COMPANY acceptance of the purchase order, within 1 working day from the date of receipt of the order, except where another term is expressly agreed. In addition, if the Supplier does not reject a purchase order in writing within the aforementioned period and begins to prepare the order, such order shall be deemed accepted on the basis of these general conditions of purchase (the “Agreement”); the mere preparation of an order shall likewise be evidence of the Supplier’s acceptance of the order under the terms of the Agreement.

Article 3: Compliance with laws

Supplier shall at all times comply with all laws, regulations and ordinances applicable to this Agreement including, but not limited to, all labor and environmental laws. The Goods must be delivered according to the relevant guidelines and instructions for use, storage and maintenance under safe and optimal conditions, as well as with the documents stipulated under the rules, laws and regulations of the country of delivery. Failing this, THE COMPANY reserves the right to refuse the Product upon delivery.

Article 4: Delivery, time of receipt

Time is of the essence and all dates mentioned in this Agreement shall be firm. In the event Supplier anticipates any difficulty in meeting any delivery deadline or any of its other obligations reflected in this contract, Supplier shall immediately notify COMPANY in writing.

Article 5: Delivery of Goods
5.1: Conditions and content of deliveries
The supplier shall comply with the access and discharge conditions in force at the place of delivery. In the absence of express stipulation, the goods shall be delivered in accordance with the international terms of trade (Incoterms 2010) and under the DDP format (delivery for unloading at the address defined by THE COMPANY and free of any charge or freight) with a delivery note attached, indicating the order number, reference and quantity of Goods. In its absence, only the weight and quantity noted by THE COMPANY shall be taken into account for the payment of invoices.

5.2: Packaging and transport
Supplier shall package, mark and ship the Goods in accordance with expressed business practices and to COMPANY’s specifications, so as to avoid damage in transit and to efficiently facilitate unloading, handling and storage, and all Goods shall be clearly marked as destined for COMPANY. The Supplier shall be liable for any loss or damage due to its fault. THE COMPANY shall not be required to assume any claim for such loss or damage by the carrier involved.

5.3: Delivery times
The dates of delivery of the Goods to the final destination are binding and may only be changed with the express written consent of THE COMPANY. The Supplier shall not make any partial delivery, or delivery prior to or after the agreed date(s) unless THE COMPANY has agreed otherwise in writing. If an early delivery is accepted, the contractual delivery date shall be taken into account in calculating the due date for payment of the invoice. However, THE COMPANY reserves the right to refuse any late delivery of goods and return them to the Supplier at its own risk.

5.4: Consequences of late delivery
In case of delay in delivery, THE COMPANY may: (i) request urgent delivery at the Supplier’s expense; (ii) apply a penalty for late performance equivalent to 1% of the price of the contracted goods -including taxes- for each week of delay, and limited to 5% (except when other amounts are expressly agreed); (iii) to offset this penalty for delay against other amounts due for other supplies from the Supplier, provided that the Supplier does not object to such offset within 4 days following the notification of this solution by the COMPANY; and (iv) terminate or cancel as of right, in whole or in part, any order that is not delivered on time by written notice, without prejudice to other rights and remedies.

5.5: Acknowledgement of receipt of goods
Delivery shall be deemed completed when receipt has been acknowledged in writing by THE COMPANY. Acknowledgement of receipt of consumables or provision of the Goods shall be evidenced by signature of the delivery note by THE COMPANY without any reservation; acknowledgement of receipt of services shall be evidenced by actual and final performance of the entire services for THE COMPANY without any reservation. However, in neither case should it be assumed that acceptance of Goods is made in conformity and free from defects. Acknowledgement of receipt of equipment or installations requiring installation, configuration and/or commissioning shall be evidenced by the COMPANY’s signature of a delivery protocol without reservations.

Article 6: Pricing and Payment

6.1: Price
All prices shall be fixed prices for goods duly packed and delivered and/or for equipment installations, including configuration and commissioning, transport and unloading at the place indicated by THE COMPANY. Transportation of Goods is at the risk and expense of the Supplier. Prices quoted include insurance, customs clearance, duties and taxes.

6.2: Payment
Invoices for payment must be sent for each purchase order to the finance department of THE COMPANY, indicating at least the order number, the quantity of Goods, as well as the date and the delivery note number. Subject to acceptance of the Goods by THE COMPANY and receipt of the invoice in proper form, payment in full shall be made telematically, by electronic file transfer, or by any other means agreed in writing by THE COMPANY in compliance with the payment term stipulated in the purchase order. If the Supplier fails to perform any of its obligations under this Agreement, THE COMPANY may suspend payments. THE COMPANY shall at all times have the right to set off and deduct from the amounts due to the Supplier any amount owed by the Supplier to THE COMPANY, regardless of the nature of such claim. The Supplier acknowledges and agrees that any debt owed by THE COMPANY to the Supplier may be paid on behalf of THE COMPANY by any other legal entity belonging to THE COMPANY Group and/or by a third party designated by THE COMPANY, with such payment being deducted from THE COMPANY’s debt.

6.3: Ownership
Title to the Goods shall pass to THE COMPANY upon delivery, except for Goods delivered late (Article 5.3), even if part of the price is not yet due or payable. If prepayments are made for these Goods prior to delivery, title to the Goods shall pass with the payment.

Article 7: Acceptance and transfer of risk

Acceptance and transfer of risk of Goods shall take place at the place designated by THE COMPANY after due verification, and irrespective of the terms of payment and delivery.

Article 8: Quality

8.1: Free from defects and conformity
Supplier certifies that the Goods are free from defects and conform to the requirements of this Agreement. Inspection or payment for the Goods by COMPANY does not constitute acceptance or release of Supplier from any of its obligations, representations or warranties under this Agreement. THE COMPANY reserves the right to inspect the Goods at the Supplier’s premises during the execution of the order. If any inspection or testing by THE COMPANY is performed on the supplier’s premises, the supplier shall provide reasonable facilities and assistance for the safety and comfort of personnel designated by THE COMPANY for the inspection. The Supplier undertakes to immediately inform THE COMPANY of any suspected non-conformity in the goods delivered to THE COMPANY.

8.2: ISO Certifications
In the event that the supplier holds ISO certifications, these conditions shall constitute confirmation by the supplier of the application of all obligations resulting therefrom, thus reducing the quality control checks required upon delivery to the COMPANY’s facilities. In addition, the supplier shall immediately inform THE COMPANY of any important eventuality related to these ISO certifications (renewal, cancellation).

8.3: Changes in Goods.
The Supplier may not, without the prior written consent of THE COMPANY, make any changes to the Goods, manufacturing processes, place of manufacture, raw materials. In the event of an agreed change, any costs incurred in qualification or testing shall be borne by the Supplier. The Supplier shall repurchase the Goods at the same selling price of THE COMPANY’s inventory in case of interruption in the supply or production of its goods.

8.4: Provision of Services. Good Faith
Any design, manufacture, installation or delivery or any other obligation to be performed by or on behalf of Supplier under this Agreement shall be performed with due care and diligence and in good faith. The Supplier shall be fully responsible for acting accordingly.

Article 9: Warranty
The contractual warranties shall have a duration of 24 months, from the day THE COMPANY acknowledges receipt of the goods (art. 5.5), in addition to all legal warranties.

9.1: Goods
The Supplier represents and warrants to THE COMPANY that the Goods are: (i) fit for their intended purpose, new, merchantable, of good quality and free from defects in design, materials, construction and workmanship; (ii) that they comply with the specifications and other requirements established in this Agreement; (iii) that they shall be free of all liens and encumbrances; (iv) provided and accompanied by all necessary information/instructions for correct and safe use; (v) accompanied by all licenses necessary for the intended use, including the right to transfer and the right to grant sub-licenses; (vi) do not infringe or violate any domestic or foreign patents, copyrights, trade secrets, trademarks or other intellectual property rights; and (vii) manufactured, stored and transported in accordance with all applicable laws and regulations in the country of manufacture, storage and transportation, in particular those relating to health, safety, environment and labor laws.

9.2: Resources
If the Goods are defective or do not conform to the requirements set forth in this Agreement, COMPANY shall promptly notify Supplier and may, without prejudice to any other right or remedy under this Agreement or applicable law, at its sole discretion and at Supplier’s sole cost and expense: (i) claim full reimbursement of the price paid and return the Goods concerned; or (ii) require Supplier to promptly remedy defects or non-conformity, or replace non-conforming Goods with Goods that meet the specifications. Rejected Goods shall be deemed undelivered. The Supplier shall collect the Goods within 15 days after notification of non-conformity or defect. Acceptance of, or payment for, all or any part of the Goods under this Agreement shall not be deemed a waiver of THE COMPANY’s right to cancel, return or reject all or any part of the Goods on account of nonconformity or defect, latent or patent, or other breach of warranties, nor a waiver of the right to claim damages, including costs of manufacture, lost profits or other special damages caused to THE COMPANY.

Article 10: Liability

The Supplier shall be liable for all damages caused directly or indirectly to THE COMPANY as a result of the breach of its obligations, including, but not limited to, those referring to delay in delivery, lack of conformity or breach of warranty. Supplier shall indemnify and hold harmless COMPANY, its agents and employees, from and against any third party suits, legal actions or administrative proceedings, claims for damages, judgments, liabilities, interest, attorneys’ fees, costs and expenses of any kind, including, but not limited to, those relating to special, indirect, incidental and consequential damages whether arising before or after completion of delivery of Goods. This liability includes damages in any way caused by, or claimed to be caused by, acts, omissions, defaults, breach of express or implied warranty of obligations arising under this Agreement, or arising from the negligence of the Supplier (or any person acting on its behalf or at its direction). THE COMPANY shall not be liable to the Supplier for any loss of revenue, loss of profits or other incidental or consequential damages, even if THE COMPANY has been advised of the possibility of such damages. In no event shall THE COMPANY be liable to the Supplier, its successors or assigns for damages in excess of the amount equivalent to the price of the full performance of the order, pursuant to the terms of this agreement, less any amounts already paid to the Supplier by THE COMPANY.

Article 11: Suspension and termination

Without prejudice to any other rights or remedies made available to THE COMPANY under this Agreement or by law, THE COMPANY at its sole discretion, shall be entitled to suspend or terminate as of right and with immediate effect, its obligations under this Agreement in whole or in part, upon written notice, in the event that: (i) the Supplier breaches any of its obligations under this Agreement; (ii) the Supplier is subject to insolvency, composition with creditors of any kind, liquidation, assignment for the benefit of creditors, or proceedings and/or in claims proceedings. THE COMPANY shall not be liable to the Supplier in the event of early termination of its obligations under this agreement for the reasons stated above. In the event of termination, any obligations incurred prior to termination shall be performed under the terms and conditions of this Agreement.

Article 12: Intellectual Property and Confidentiality

Supplier shall treat all information provided by COMPANY or on behalf of COMPANY or exchanged under this Agreement as CONFIDENTIAL, including, but not limited to, specifications, plans, drawings, formulas, documents, tools and/or molds provided or created for the purpose of producing the Goods ordered by COMPANY (hereinafter the “Information”). All such Information will be used by Provider solely for the purposes of this Agreement and will be protected and reasonably cared for by Provider. All such Information shall be the full and exclusive property of THE COMPANY, and Supplier shall, upon request of THE COMPANY, promptly return it to THE COMPANY without retaining any copies thereof. Supplier agrees to assign all intellectual property rights that may arise from the performance of the order and acknowledges that the price paid for the Goods includes the transfer of intellectual property rights.

Article 13: Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws applicable in the country where THE COMPANY is established, or the Swiss federal laws if the supplier is outside that country, excluding conflicts of laws and those of the United Nations Convention on Contracts for the International Sale of Goods (CISG UN). In the absence of an amicable agreement between the parties, any dispute arising in connection with this Agreement, (a) shall be subject to the exclusive jurisdiction of the competent courts of Santa Cruz de Tenerife; Supplier expressly waives any other jurisdiction to which it may be entitled Supplier shall act as an independent contractor and nothing contained in this Agreement shall be intended to create a partnership, joint venture or employment relationship between the parties. The Supplier may not subcontract, transfer, compromise or assign any of its rights or obligations under this Agreement without the prior written consent of THE COMPANY.

If any of the terms of these conditions are deemed void, illegal or unenforceable, the remaining terms shall remain valid and the affected party/s shall be validly replaced by other terms in such a way as to achieve their original purposes.

Neither failure nor delay on the part of THE COMPANY to enforce any provision of this Agreement shall constitute a waiver of its rights hereunder. No waiver, consent or modification shall bind the parties unless made in writing and signed by both parties.

The rights and remedies reserved to COMPANY shall be cumulative and in addition to any other rights and remedies available hereunder, at law or in equity, in the future.

The Supplier cooperates closely with THE COMPANY in the implementation of the Corporate Social Responsibility Program, such commitment is essential.

Within the limits of reasonable commercial courtesy, the Supplier agrees to be audited and to respond to any request for evaluation for the purpose of verifying compliance with its obligations.