MORE INFORMATION / GENERAL PURCHASING TERMS



GENERAL PURCHASING TERMS – TORFAL , Lda.


1. GENERAL TERMS
a. As Torfal General Purchasing Terms prevail above any other terms or supplier conditions.
b. The supplier by presenting a quotation declares to know and accept these terms
c. TORFAL is bound to the written order issued by our purchasing service, not being recognize or valid in other format.
d. Every change in the Order must be confirmed in writing by Torfal
e. TORFAL doesn’t pay any amount for preparation, elaboration and presentation of a Budget.
f. The request of a quotation by TORFAL doesn’t imply any obligation of acquisition.
g. By accepting the order, automatically the supplier:
I. Recognize that had the full knowledge of the whole necessary information
II. Fulfill the conditions to be a TORFAL supplier and will provide the guarantees required by TORFAL on the order
h. Any eventual incompatibilities, doubts, errors or omissions of the order, must be submitted in writing to TORFAL
i. Any proposed amendment to the order requested by the Supplier should be expressly approved by TORFAL in Writing.
j. We not accept fabric rolls weighing more than 40 kg, the parts sent under these conditions being subject to return

2. SUPPLY
a. The order should be accomplished by the supplier in strict compliance with specifications indicated by TORFAL (technical, delivery times and amounts)
b. Whenever requested by TORFAL, the supplier must participate in person or represented by a qualified person at the meetings related to the scope of delivery.
c. The supplier is     required to accomplish and make the accomplishment by their staff, rigorous and fully, all technical regulations and others instructions, which have been indicated by TORFAL.    
d. The transfer of the Objects risks of the Order is carried out with the delivery of the object under agreed conditions and places.
The supplier is expressly forbidden, unless prior arrangement by TORFAL:
I. Dispose or transfer part or totally of the present order
II. To constitute a company, consortium or group of any type to carry out the execution of the Order
III. Subcontract the parts of the order requesting their specialization  

3. order acceptance  
The order acceptance should be sending by email to TORFAL, confirming the reception of the order and the conditions described (inclusively delivery dates). However, it will be considered as accepted, even the referred confirmation not been sent by email.

4. CONFIDENTIALITY
a.  The supplier commits itself not to disseminate the information further
b. The supplier forces to keep in save place the documentation placed at its disposal, particularly Datasheets, drawings, sketches, etc. Such documents shall be return whenever required by TORFAL or destroyed at our request, and the supplier must demonstrate and confirm by written the appropriate destruction.  
c.  The obligation of confidentiality subsists even after suspension or compliance of the Order    

5. PRICE
a. The prices are final and fixed and not subject to review or complaint by the supplier.
b. The presented propositions by the supplier must indicate the price in Euros with discrimination of VAT value. In case of omission of the referred value, it is understood that the presented value includes VAT at the legal rate in force.
c. The constants prices of the supplier proposal include all costs and expenses that result in execution of the order.
d. About products or imported goods, the price considered is the date of the order.

6. CONDITIONING AND DELIVERY OF GOODS
a. The supplier have to indicate the number of the order in all the documentation (Delivery note, invoices, etc.) and in all correspondence.
b. The supplier will provide to TORFAL, with the provide materials, a discriminative list of all the goods delivered (packing list)
c. In Exceptional Cases TORFAL may request to the supplier the advance expedition (in whole or in part) of the goods.
d. TORFAL only accepts the amounts or number of unit effectively required. Quantities above or below the required only be allow with written approval
e. If applicable, in conjunction with the order must send the prototype that served as the basis to production.

7. INSPECTION OF PRODUCTS AND SERVICES
a. All goods are subject to an inspection and approval and will be return in case of not matching, and the supplier will also be responsible for all costs associated with their return, repair and replacement.
b. In order to realize audits, survey or verification of materials and fabric process, the Supplier will give to TORFAL free access to the installations, whenever feels convenient, being able TORFAL be accompanied by the costumer.
c. Non-Compliance processes will be raise at any stage of the execution of the Order, anomalies are cleared. Possible occurrences do not suspend compliance with the Order but may be applied penalties.

8. DELIVERY DATE, DELAYS AND SITUATIONS OF MAJEURE FORCE
a. The supplier forces to fulfillment of delivery dates defined and communicated.        
b. The Supplier who after obtaining the Order knows that the fixed or agreed date cannot be fulfilled, must immediately notify TORFAL in writing, stating the reasons for the delay and the new deadline for delivery.
c. Delays on the deliveries caused by reason of force majeure (fire, strikes public disorder, natural accidents) release TORFAL from complying with the contract and may terminate it without any penalty application by the supplier.
d. If the good or service will received before the deadline, TORFAL reserves the right to make payment on the agreed delivery date.

9. PENALTIES
TORFAL reserves the right to apply the following penalties if the supplier fails the deadlines defined:
I. 0,3% of the total value of the contract or the Order for each calendar day of delay until maximum 5% of the global value of the contract or the Order
II. TORFAL reserves the right to promote eventual legal procedure against the supplier.

10. INSURANCE
a. The supplier will be responsible to celebrate and maintain all the insurances required to full compliance of the Order, the supplier is obligated to present them to TORFAL, whenever it is requested

11. Environment
a. The supplier has to give a special attention to our Environmental Good Practices and the environmental legal aspects. In the course of carrying out work contracted by us, they should always keep in mind IT05 - Good practices of Suppliers (disclosed via e-mail.)

12. BRANDS, MODELS, INTELECTUAL AND INDUTRIAL PROPERTY
a. The Supplier ensures that its activity does not violate any intellectual property rights
b. The Supplier ensures that all materials or services does not violate any intellectual property rights
c. The supplier will compensate TORFAL or their contractual partner against any complains of thirds parties due rights infractions of intellectual properties and will be responsible by all the inherent costs.
d. Any and all material entrusted to the Supplier by TORFAL for the purpose of executing the Order, namely drawings, patterns, accessories, raw material, etc. will invest the supplier on the legal obligations of the depositary of such materials.
e. The supplier is also responsible for lost and damages to the articles provided by TORFAL. It will bear all costs of replacing lost or damaged articles and all damages caused to TORFAL for such loss / damage.
f. Every pattern, drawings, prototypes, reports or any other intellectual creations made by the supplier in accordance with the Order, shall be property of TORFAL.

13. WARRANTY
a. Unless expressly provided otherwise, supplier it is obliged to provide warranty of the provide goods for at least 24 (twenty four) months. The deadlines are counted from the agreed delivery date.
b. The repair or replacements of article imply a new warranty period.

14. INVOICE AND PAYMENT TERMS
a.  The Payment terms are indicated on the Order. The payment will be made under invoice conference.
b. The invoices should contain, besides the description of goods and legal data, the information about the shipping guide accompanying the goods, as well the order number. Will be object of return any invoice that is received without all the requested data, or without the associated Order.
c. In case of defect or non-conformity of the goods, TORFAL reserves the right to not make the payment until that the situation be resolved by the supplier.

15. TERMINATION
A Encomenda pode ser rescindida pela TORFAL, a qualquer momento e sem qualquer responsabilidade ou encargo financeiro, em qualquer uma das seguintes hipóteses:
The order may be terminated by TORFAL, at any time without any responsibility or financial cost, in any of next hypothesis:
i. If the made supplies are not in accordance with the agreed specifications or deadlines are not met
ii. If Supplier bankruptcy or insolvency is ordered
iii. If the Supplier violates any clauses of the General Purchasing Terms
iv. In any other case provided in Law

16. APPLICABLE LAW AND REGULATION OF DISPUTE
a. In accordance with legislation allowed in Portugal.
b. For resolution of any emerging litigious the Parties attribute exclusive competence at Covilhã Court