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1
- SUPPLIERS
The orders made by Tyco Electronics, Componentes Electromecânicos, LDA., must
be completed and executed by the supplier in exact conformity with the
respective Purchase Order, except when otherwise stated in writing.
2 - ACCEPTANCE OF THE ORDER
The order shall be considered accepted by the supplier in either of the
following cases:
a) - Return, by the
supplier, of the confirmation copy of the Purchase Order within 15 days of its
being signed.
b) - Execution or delivery
by the supplier, even though partial, of any material mentioned in the
respective Purchase Order.
3
- INSPECTION
All the materials and commodities ordered and services rendered are subject to
inspection by the purchaser, who reserves the right to return them to the
supplier if they do not correspond, in whole or in part, to the exact
specifications of the respective Purchase Order.
1. The return must be
effected within the fifteen days immediately following their reception by the
purchaser.
2. The supplier is
obliged to substitute all of the materials or commodities which would legally
have been delivered to the purchaser, and to bear all of the resulting costs and
reponsibilities, for both the return and the replacement.
3. The materials and
commodities delivered as replacements for those rejected are subject to the
regime established above until they are definitively accepted by the purchaser.
4
- SUPERVISION AND CONTROL
The supplier is obliged to permit, during the manufacturing operations of the
commodities on order, free access by representatives of the purchaser to the
manufacturing areas, with the purpose of their verifying, whenever it is
convenient to them, whether the materials and the manufacturing processes used
correspond to the specification of the respective order.
1. The representatives
of the purchaser will have the right to reject any materials or manufacturing
processes which are not in accord with what has been ordered.
2. Neither the exercise
of this supervision nor the absence of it restrict, in any way, the
responsibility of the supplier in relation to the proper execution of the order
- a responsibility which continues until the definitive acceptance of the
materials or commodities ordered by the purchaser.
3. The supplier should comply with the national laws related to
Environmental Protection, Heath and Safety, and should also
adhere to the corresponding practices used internally by Tyco
Electronics.
5
- CANCELLATION OF THE ORDER
As well as the provisions for the rescission of the contract for supply set out
by law, the purchaser has the right to proceed to cancellation of the order, in
full or in part, without any responsibility or financial charge falling to him,
whenever any of the following hypotheses occurs:
a) - If the commodities or
materials supplied do not correspond to the specifications laid down in the
respective Purchase Order, or do not conform to the samples submitted by the
supplier for approval by the purchaser.
b) - If the supplier
does not complete the supply, final or partial, within the time prescribed in
the respective order, except when there is a justifiable reason acceptable to
the purchaser. If the supplier is aware that the supply of commodities or of
services is going to be behind schedule, he must immediately inform the
purchaser, to enable the latter to make a decision.
c) - If serious doubts
arise relative to the rights of the supplier concerning the materials and
commodities that are the subject of the order, or concerning the patents, brands,
models and designs used in their execution.
d) - If the death or the
insolvency of the supplier occurs.
e) - If the supplier
infringes any of the conditions set down for the execution and completion of the
order.
Note - If
the cancellation is partial, the supplier will have the right to obtain only the
price of materials and commodities, and the cost of services rendered,
that have been definitively received and accepted by the purchaser.
6
- PACKAGING
Except when stipulated to the contrary in writing, the purchaser does not accept
liability for covering, packaging or freight.
7
- RISKS
Except by agreement to the contrary in writing, all risks and transport costs
and the conservation of materials and commodities supplied are the exclusive
responsibility of the supplier up to the moment that they are delivered to the
appropriate premises.
8
- BRANDS, PATENTS AND MODELS
The supplier is obliged to assume all the responsibilities that eventually
emerge from work, detention or sale by Tyco Electronics, Componentes Electromecânicos,
LDA. of materials or
commodities with which it has been supplied in the execution of the present
order, and is also obliged to respond to and compensate it for all expenses and
losses which occur or are suffered by virtue of action taken by third parties
and result from violation of patents, brands, models or any other similar rights,
protected under law.
9
- OWNERSHIP OF TECHNICAL MATERIAL
The supplier is under an obligation of confidentiality in relation to materials,
objects and implements (namely, basic materials, equipment, designs, etc.)
entrusted to him by the purchaser with which to put into effect the study and
execution of orders that are made, which he must return in the condition in
which he received them and as soon as they are requested from him, and is
responsible for all losses caused through his fault or by his negligence.
10
- SUB-CONTRACTING TO THIRD PARTIES
The sub-contracting of orders to third parties is not permitted except with the
express agreement (in writing) of the purchaser, and allows the purchaser not
only to rescind the supply contract in whole or in part but also to demand
compensation.
11
- DELIVERY OF COMMODITIES
The supplier is obliged to deliver the materials and commodities ordered within
the time-limit and at the location in agreement with the respective Purchase
Order, except where there is agreement to the contrary.
The purchaser will not accept supplies that are not accompanied by a delivery
note in duplicate, or if there is no indication of the number of our Purchase
Order.
The supplier can use the system Barcode under following identifications codes,
like:
Supplier-Nr. (our given number); Order-Nr.; Order position-Nr.; Quantity of
position and Delivery Note - Nr.
12
- ACCEPTANCE OF COMMODITIES
The materials and commodities supplied as services rendered will only be
considered as accepted by the purchaser after due inspection, with any faults,
damage, or losses which are verified or incurred until then being the
responsibility of the supplier.
13
- INVOICING
The supplier is obliged to send, in relation to every order, accompanying it or
immediately after its expedition, the respective invoice, in duplicate, with
express reference to detail of this on the respective invoice form.
14
- PAYMENT
Payment for materials or commodities supplied will be made after final
acceptance of the same and within the period of 14 to 90 days from this date.
1. If the payment
is made within 14 days, the purchaser has a right to a discount of 2%.
2. The purchaser
reserves the right to opt for one of the time periods mentioned above, as well
as to opt for effecting payment by means of bills of exchange issued by the
purchaser.
15
- DEFECTS/CLAIMS
In the event of defects in the PARTS TO BE SUPPLIED which occur at Tyco's plants, a
sum of Eur. 300.00 per defective delivery shall be charged as a one-off
compensatory payment notwithstanding any other claims against Tyco. If the same
error occurs more than one time, a sum of maximum Eur. 500.00 per defective
delivery shall be charged
In the event of defects in the PARTS TO BE SUPPLIED
which occur at Tyco's customers plants, a sum of Eur. 1.500.00 per defective
delivery shall be charged as a one-off compensatory payment notwithstanding any
other claims against Tyco.
16
- JURISDICTION
The Évora District Court (Tribunal de Comarca de Évora) has the competence to
make judgement on all of the actions arising from the present supply contract.
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