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, shall set out the terms of the offer for MACYSDIGITAL.COM (hereinafter referred to as “Goods”) included in the orders placed by the company TEIDEMANSER SL, whose contact details appear on the purchase order form (hereinafter referred to as “THE COMPANY”). THE COMPANY is not bound by the Supplier’s general conditions of sale or by any terms or provisions which may appear in any proposal, quotation, price list, bill of lading, invoice, delivery note or similar by the Supplier. Likewise, trade or other usages applied during the performance of the Agreement shall not be deemed to modify these General Conditions of Purchase unless expressly accepted in writing by THE COMPANY.

Article 2: Acceptance of the Purchase Order

The Supplier shall return the acceptance of the Purchase Order to THE COMPANY within 1 working day from the date of receipt of the order, except where another deadline is expressly agreed. Furthermore, 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 to be accepted on the basis of these General Conditions of Purchase (the “Agreement”); the mere preparation of an order shall also be evidence of the Supplier’s acceptance of the order on the terms of the Agreement.

Article 3: Compliance with laws

The Supplier shall at all times comply with all laws, regulations and ordinances applicable to this Agreement including, but not limited to, all labour and environmental laws. The Goods must be delivered in accordance with the relevant guidelines and instructions for safe and optimal use, storage and maintenance, 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 that the Supplier anticipates any difficulty in meeting any delivery time or any of its other obligations under this contract, the Supplier shall immediately notify THE COMPANY in writing.

Article 5: Delivery of Goods
5.1: Conditions and Content of Deliveries
The supplier shall comply with the conditions of access and unloading 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
The Supplier shall package, mark and ship the Goods in accordance with expressed business practices and to THE COMPANY’s specifications so as to prevent damage in transit and to facilitate efficient unloading, handling and storage, and all Goods shall be clearly marked as destined for THE 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 dates
The dates for 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 earlier or later than the agreed date(s) unless otherwise agreed in writing by THE COMPANY. If an early delivery is accepted the contractual delivery date will 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 to return them to the Supplier at its own risk and expense.

5.4: Consequences of late delivery
In the event of late 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 – taxes included – for each week of delay, and limited to 5% (except where other amounts are expressly agreed); (iii) offset this late performance penalty against other amounts due for other supplies from the Supplier, provided that the Supplier does not object to such offset within 4 days of notification of this remedy 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 any other rights and remedies.

5.5: Acknowledgement of Receipt of Goods
Delivery shall be deemed to have been completed when its 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 reservation; acknowledgement of receipt of services shall be evidenced by actual and final performance of the entirety of the services for the COMPANY without reservation. However, in neither case shall it be assumed that the 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 reservation.

Article 6: Prices and Payment

6.1: Price
All prices shall be fixed prices for duly packed and delivered goods and/or for equipment installations, including configuration and commissioning, transport and unloading at the location indicated by THE COMPANY. The transport of Goods shall be at the risk and expense of the Supplier. The 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 fulfil 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 amounts due to the Supplier any amounts 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: Title
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 advance payments are made for these Goods before 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
The Supplier certifies that the Goods are free from defects and conform to the requirements of this Agreement. Inspection or payment for the Goods by the COMPANY does not constitute acceptance or release of the 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 performance of the order. If any inspection or test by the COMPANY is carried out at the Supplier’s premises, the Supplier shall provide reasonable facilities and assistance for the safety and comfort of the personnel appointed by the COMPANY for the inspection. The Supplier undertakes to inform the COMPANY immediately 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 implementation of all obligations resulting from these certifications, thus reducing the quality control checks required on delivery to the COMPANY’s premises. In addition, the supplier shall immediately inform THE COMPANY of any important eventuality, related to these ISO certifications (renewal, cancellation).

8.3: Changes to Goods.
The Supplier may not, without the prior written consent of the COMPANY, make any changes to the Goods, manufacturing processes, manufacturing site, 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 as the inventory of the COMPANY in the event of an 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 the 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
Contractual warranties shall have a duration of 24 months from the day on which the COMPANY acknowledges receipt of the goods (Art. 5.5), in addition to all statutory warranties.

9.1: Goods
The Supplier represents and warrants to THE COMPANY that the Goods are: (i) fit for the intended purpose, new, merchantable, of good quality and free from all defects in design, materials, construction and workmanship; (ii) comply with the specifications and other requirements set out in this Agreement; (iii) shall be free from all liens and encumbrances; (iv) provided and accompanied by all information / instructions necessary for proper and safe use; (v) accompanied by all licences necessary for the intended use, including the right to transfer and the right to grant sub-licences; (vi) do not infringe or violate any national 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 transport, in particular those relating to health, safety, environment and labour laws.

9.2: Remedies
If the Goods are defective or do not conform to the requirements set out in this Agreement, the COMPANY shall promptly notify the Supplier and may, without prejudice to any other right or remedy under this Agreement or applicable law, at its sole discretion and at the Supplier’s risk and expense: (i) claim a full refund of the price paid and return the Goods concerned; or (ii) require the Supplier to promptly remedy the defects or non-conformity, or replace the non-conforming Goods with Goods that meet the specifications. Rejected Goods shall be deemed not to have been delivered. The Supplier shall collect the Goods within 15 days after notification of non-conformity or defect. Acceptance of, or payment for, all or 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 part of the Goods on the grounds of non-conformity or defect, latent or patent, or other breach of warranty, nor a waiver of the right to claim damages, including costs of manufacture, loss of profit or other special damages incurred by the COMPANY.

Article 10: Liability

The Supplier shall be liable for all damages caused directly or indirectly to the COMPANY as a result of a breach of its obligations, including, but not limited to, those relating to late delivery, non-conformity or breach of warranty. The Supplier shall indemnify and hold harmless THE 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 occurring 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 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 profit 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, subject 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 right or remedy 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 is in breach of any of its obligations under this Agreement; (ii) the Supplier becomes subject to insolvency, composition with creditors of any kind, liquidation, assignment for the benefit of creditors, or receivership 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 above reasons. 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

The Supplier shall treat all information provided by or on behalf of the COMPANY or exchanged under this Agreement as CONFIDENTIAL, including, but not limited to, specifications, plans, drawings, formulas, documents, tools and/or moulds provided or created for the purpose of producing the Goods ordered by the COMPANY (hereinafter the “Information”). All such Information shall be used by the Supplier solely for the purposes of this Agreement and shall be protected and reasonably cared for by the Supplier. All such Information shall be the full and exclusive property of THE COMPANY, and the Supplier shall, at THE COMPANY’s request, promptly return it to THE COMPANY without retaining any copies thereof. The 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 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 is 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 term of these terms and conditions is held to be 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 manner 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 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 in the future and under this Agreement, at law or in equity.

The Supplier cooperates closely with the COMPANY in the implementation of the Corporate Social Responsibility Programme, 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.

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