The objective of these general purchasing conditions is to outline the expectations of NOBRAC S.A. regarding the procurement of products and/or services. These conditions are proposed as part of negotiations with the supplier to establish the terms and conditions applicable to orders placed by NOBRAC. Once accepted by the supplier, either in their original form or as amended by mutual agreement between the parties, these conditions become a legally binding contract.
Definitions:
Confidential Information: Any information, regardless of its form (including but not limited to electronic data), disclosed to the Supplier by the Purchaser for the execution of the Order, or to which the Supplier gains access through the Purchaser's information systems, or through its presence at the premises of the NOBRAC Company.
Order: A document, in any format, issued by the Purchaser and sent to the Supplier regarding the purchase or lease of a Supply, specifying details such as the description of the ordered Supply, delivery timelines, price, and reference to these General Purchasing Conditions.
Specifications: Any document issued by the Purchaser to the Supplier outlining specific requirements that must be met by the Supplier or the Supply, including the Purchaser’s needs and performance conditions. This may include, but is not limited to, the statement of work, applicable standards, and quality requirements.
Certificate of Conformity: A document issued by the Supplier, under its sole responsibility, certifying that the Supply complies with all applicable standards, regulations, and requirements in effect.
Documentation: Any materials provided or issued by the Supplier that are essential for the completion, installation, usage, operation, and maintenance of the Supply.
FAI (First Article Inspection): Production process assessment procedure to ensure that a new or updated manufacturing process yields parts that meet the specifications outlined in technical or engineering drawings.
Contractual Documents:
2.1 The Orders placed by the Purchaser shall be governed by the terms of these General Purchasing Conditions, provided they have been accepted by the Supplier either in their original form or as amended through a mutually signed agreement by both Parties.
The Supplies shall be delivered in accordance with the Specifications outlined in the Order or in any amendment mutually agreed upon by both Parties
Any other provisions shall not be applicable to the Orders unless they have been expressly agreed to in writing by both Parties
2.2 The Order shall be considered accepted by the Supplier upon receipt by the Purchaser of the Supplier's signed acknowledgment of the Order, without alterations, within fifteen (5) calendar days from the Order's issuance date.
2.3 All relevant purchasing documents should be retained for a period of 3 years.
Ordering Procedure:
3.1 The Supplier commits to executing the Order in line with the terms of the contractual documents, current industry standards, and applicable regulations. The Supplier is obligated to achieve the results specified, including adhering to the deadlines outlined in the contractual documents, delivering the Supply as per the agreed terms, and meeting any additional requirements stipulated therein.
3.2 The Supplier is entirely responsible for identifying and securing the resources needed to fulfill the Order. This includes ensuring that it possesses all necessary rights, elements, and information required for execution. If any elements or information are missing, the Supplier must obtain them prior to starting the Order. Additionally, the Supplier is obligated to promptly notify the Purchaser of any existing or anticipated issues or irregularities encountered during the Order's execution.
3.3 The Supplier must advise the Purchaser and promptly notify them in writing of any issues that could impact the Order’s execution, including bankruptcy proceedings, insolvency, liquidation, or significant changes in its business or organizational structure.
3.4 The Supplier’s quality system must comply with the quality standards specified for suppliers in the procedures or other documents provided by the Purchaser. This includes, but is not limited to, the following requirements:
3.4.1 Submission of test, inspection, and process verification reports (FAI) utilizing statistical methods for process/product approval.
3.4.2 All relevant purchasing documents should be retained for a period of 3 years
3.4.3 Implement effective controls on external suppliers and sub-suppliers to ensure compliance with the requirements.
3.5 During the performance of the Supply, and with prior notice, the Supplier agrees to provide the Purchaser and representatives of relevant Official Authorities with free access to its premises and documents for monitoring purposes during business hours. The Supplier must ensure that the same access rights are granted by its subcontractors.
3.6 In the event of any issues with the Supplier’s Information System that compromise the security or integrity of the Purchaser’s data, the Supplier must promptly address and rectify the non-compliance. Should the Supplier fail to meet these obligations, the Purchaser reserves the right to seek damages from the Supplier.
3.7 For Supply Orders with staggered completion, the Supplier agrees to keep the Purchaser regularly updated on the Order’s progress. The Order may outline specific conditions for providing these updates.
3.8 The Supplier undertakes to make its employees or any other third party acting on its behalf aware of the following topics:
3.8.1 The impact of their work on product quality and safety;
3.8.2 The importance of ethical and professional behavior;
3.8.3 Detecting and reporting counterfeit parts within the organization.
DELIVERY:
4.1 Each delivery of the Supply must include a delivery slip attached to the outer packaging and a copy of this slip inside the package, providing the following information:
4.1.1 Identification number of the delivery item
4.1.2 Order number and Quantity
4.1.3 Reference of the supplier
4.1.4 Certificate of Conformity (Where applicable)
4.1.5 If applicable, customs documents
4.2 The delivery or availability of the Documentation and any documents required by applicable regulations and standards is considered a fundamental component of the Supply.
4.3 The Purchaser retains the right to reject and return, or make available at the Supplier's expense and risk, any Supply that is not covered by an Order or an accepted modification.
4.4 Unless otherwise specified in the Order, delivery of the Supply shall be made DAP (Delivered at Place) to the Purchaser’s address.
4.5 Packaging must adhere to the contractual documents, applicable regulations, and current standards. It should include, if necessary, instructions and offer adequate protection to prevent any damage to the Supply during transport and/or storage.
LEADTIME:
5.1 Timeliness is critical regarding the contractual documents. The agreed deadlines are mandatory, and adherence to these deadlines is a fundamental condition of the contract, without which the Purchaser would not have entered into the agreement.
5.2 The Supplier must promptly notify the Purchaser in writing of any anticipated delays concerning the contractual deadlines and detail the measures taken to address such delays. Except in cases of force majeure, the Supplier will be responsible for any additional costs incurred due to these delays.;
ACCEPTANCE:
6.1 The contractual documents may outline an acceptance procedure for the Supply, which could include several phases: preliminary acceptance, provisional acceptance, and final acceptance. The Purchaser reserves the right to reject the Supply if the accompanying Documentation is incomplete or does not comply with the contractual requirements.
6.2 Issuance of an Acceptance report shall not be construed as a waiver of any kind, nor shall it impact the scope of the warranty or other obligations of the Supplier under this agreement, or any legal warranties."
6.3 The Final Client may be involved in, conduct, or validate the acceptance procedure. In such cases, the Purchaser's acceptance is only considered final once it has been approved by the Final Client.
6.4 If the Supply does not conform to the contractual documents, the Purchaser will notify the Supplier, allowing the Supplier ten (10) days from the notification to inspect and address the non-conformity.
PRICE, INVOICING, PAYMENT TERMS:
7.1 Unless otherwise agreed by the Parties in a signed document, the prices indicated in the Order are fixed and non-adjustable, and exclude VAT. These prices cover all costs and expenses incurred by the Supplier in delivering the Supply.
7.2 The payment terms are according to the agreed contract terms and may vary depending on contract nature.
7.3 The original invoice must be sent upon being issued to the address indicated in the Order.
7.4 NOBRAC is dedicated to phasing out paper invoices and promoting the use of electronic invoicing, where invoices are issued, transmitted, and received in electronic format that enables automatic processing.
7.5 Any credit note must indicate the invoice reference and the Order related, for accounting purposes.
7.6 Unless otherwise agreed by the Parties and subject to applicable legal provisions, the payment term shall be ninety (90) days .
WARRANTY – MAINTENANCE:
8.1 The Supplier guarantees that the products provided under the Supply will be free from design (If applicable), manufacturing defects, as well as any defects in materials or components used in assembly. The Supplier also ensures the proper execution of the services included in the Supply in accordance with the contractual documents.
COMPLIANCE OF THE SUPPLY WITH REGULATIONS AND STANDARDS
9.1 In fulfilling the Order, the Supplier guarantees that the Supply complies with the regulations and standards in effect in the country where the product or service is delivered or provided to the Purchaser, as well as in any other country where the Supplier has been informed the Supply will be used.
SUPPLIER EVALUATION:
10.1 Since NOBRAC is certified to the NP EN ISO 9001:2015 standard, we conduct annual assessments of our suppliers based on the following criteria for monitoring and evaluating their performance.
10.1.1 Prices and Payment terms in relation to the competition.
10.1.2 Compliance with the specification of the contract.
10.1.3 Compliance with delivery deadlines.
10.1.4 Quality of products / services
10.1.5 Agility / availability to respond to corrections and / or changes
CONFIDENTIALITY:
11.1 Information is considered Confidential without requiring the Purchaser to label it as such. The Results will be treated as Confidential Information owned by the Purchaser. The Supplier shall not disclose any Confidential Information without the Purchaser's prior written consent.
11.2 Confidential Information may be owned by NOBRAC or a third party. In any case, the disclosure of such information by the Purchaser, or the Supplier’s access to it, shall not be construed as granting or assigning any rights (whether through a license or otherwise) to the Supplier concerning this Confidential Information, either explicitly or implicitly.
APPLICABLE LAW:
12.1 This agreement shall be governed by and interpreted in accordance with Portuguese law, and both parties consent to the jurisdiction of the Court of Leiria.