Conditions of purchase and marketing

 

We inform you that this document contains 360PROTECTIVE S.L.U’s General Conditions of Purchase applicable to commercial relations with SUPPLIERS AND SUPPLIERS, when 360PROTECTIVE S.L.U acts as buyer, supplier, distributor and agent, including the existence of exclusivity for the promotion, sale and distribution of all packaging systems, services and products of the SUPPLIER, as indicated in its catalog (the products), under the brands and industrial and intellectual property rights of the SUPPLIER (the brands), in SPAIN (territory) and with the clients that 360PROTECTIVE S.L.U may propose, following the system marked below.

 

THE SUPPLIER accepts that 360PROTECTIVE S.L.U will commercialize the complete catalog of its products and those that it may manufacture or commercialize in the future, with the commercial actions that 360PROTECTIVE S.L.U will carry out with its clients. 360PROTECTIVE S.L.U may introduce its clients to the SUPPLIER, by means of invitation, consultation, order, delivery note or purchase order, and there will be the possibility of extension to others outside the territory initially granted, by agreement between the parties. 360PROTECTIVE S.L.U shall decide which orders shall be served from its facilities and which from the SUPPLIER’s warehouses.

 

 

THE SUPPLIER shall not grant any other person or company the right to represent, market or sell in any form the aforementioned products or any other similar products for the same clients presented by 360PROTECTIVE S.L.U in which 360PROTECTIVE S.L.U shall have commercial exclusivity. THE SUPPLIER may deal directly with the clients, without the direct intervention of 360PROTECTIVE S.L.U, informing 360PROTECTIVE S.L.U of such management and paying it the commission agreed upon below. Such obligation shall have a duration equivalent to the time during which the clients presented by 360PROTECTIVE S.L.U maintain orders with you, for the same duration of the agreement.

 

 

The prices offered shall be fixed and invariable. They may only be revised with the written authorization of 360PROTECTIVE S.L.U on a semi-annual basis. If authorized by 360PROTECTIVE S.L.U, prices may only be revised on June 30 and December 31. 360PROTECTIVE S.L.U’s official emails will be notified at least 4 weeks prior to the dates indicated, otherwise it will be understood that the prices will be maintained until the next revision. In any case, the revision made in each period may not exceed the consumer price index published by the Spanish National Institute of Statistics (IPC) for that time period. In no case may the total annual price revision carried out exceed the corresponding annual CPI, once it has been officially fixed.

 

 

360PROTECTIVE S.L.U will be in charge of the management of the sales promotion and distribution, being at its option to decide who carries out the contracting of the different services for the transport and transportation of the products from the place of origin as agreed to the point of destination and delivery to the end customer. THE SUPPLIER shall be responsible for the adequate packaging and marking of the products and for the total quality control corresponding to the products ordered by 360PROTECTIVE S.L.U, before proceeding to their delivery.

 

 

THE SUPPLIER is obliged to communicate to 360PROTECTIVE S.L.U, the acceptance or rejection of the operation proposed by 360PROTECTIVE S.L.U. In case of not communicating anything within 24 hours, the order will be understood as accepted and 360PROTECTIVE S.L.U will notify the way in which it will operate. In case of non-delivery, partial, irregular or defective delivery or breakage of the stock agreed in this document, 360PROTECTIVE S.L.U will pass on to the SUPPLIER the justified costs in which it has been affected, whether in production, transport or service to the end customer.

 

 

The products of repeated consumption for 360PROTECTIVE S.L.U are those that are delivered at least once every month, with a price list in force since the first order delivered, which is considered fixed under DAP-delivery conditions in 360PROTECTIVE S.L.U’s warehouse, which, regardless of the risk inherent to the agreed incoterm, will be 360PROTECTIVE S.L.U’s property since the confirmation of the order.

 

 

THE SUPPLIER shall deliver to 360PROTECTIVE S.L.U the products, works or services, if any, ordered and the necessary documentation (drawings, plans, specifications, etc.) and the adequate planning of the works, so that 360PROTECTIVE S.L.U may carry out a correct and non-interfered execution of its operations with its clients. Delivery must be made in good condition and condition and with the qualities required by 360PROTECTIVE S.L.U and within the agreed time, all of which are essential elements of the contract.

 

 

360PROTECTIVE S.L.U may carry out any prior manufacturing and quality tests at the SUPPLIER’s facilities, as well as the quality of the materials and the manufacture of the products and that they are in accordance with the qualities described in catalogs and orders and required by 360PROTECTIVE S.L.U. 360PROTECTIVE S.L.U may also carry out weighing, quantity, quality and timing tests with a specialized laboratory audit, as soon as this is possible within the ordinary course of its business, within a period of time from receipt of the product or services at its facilities. 360PROTECTIVE S.L.U shall immediately inform the Supplier of any non-conformity due to faults, defects or delays. If they are evident, at the time of delivery or within 7 working days thereafter. If they are not evident, within 60 working days following the correct reception of the same. In both cases, the SUPPLIER shall bear the total cost of the audit. In the event of a non-conformity above the agreed tolerance limit in quality or quantity (unless otherwise agreed, the margin of tolerance or manufacturing loss shall be a maximum of 0.5% of the specification accepted by 360PROTECTIVE S.L.U), 360PROTECTIVE S.L.U shall be entitled to: (i) if there is a deviation or shortage in quality or quantity, up to 10%, it will entitle 360PROTECTIVE S.L.U to a price reduction proportional to the shortage of the product received, with a penalty for objective non-compliance doubled by the percentage of shortage; or, (ii) if there is a deviation or decrease in quality or quantity of more than 10%, 360PROTECTIVE S.L.U, at its option, may (a) demand the collection of the non-conforming product, a complete redelivery of the goods according to the quality required by 360PROTECTIVE S.L.U, with a penalty for objective non-compliance doubled in the percentage of loss, plus a penalty of the contract price plus a fixed penalty for delay of up to 25% of the total value of the contract; (b) demand the termination of the contract, with a penalty of up to double the contract price, plus any other damages directly or indirectly related to such breach.

 

 

The unreserved acceptance of a supply, work or service outside the agreed term shall not imply any kind of waiver of the actions to demand penalties, indemnification or compensation for damages for the delay or defects that the same may have.

 

 

Once the operation has been accepted, if 360PROTECTIVE S.L.U acts as distributor, THE SUPPLIER shall deliver to 360PROTECTIVE S.L.U, the quantity of products ordered on the dates indicated by 360PROTECTIVE S.L.U, so that the latter can attend to the purchases of its clients that it agrees to serve from 360PROTECTIVE S.L.U’s warehouses. THE SUPPLIER shall keep another quantity in stock in its warehouses in the case of products for repeated consumption. In case of not meeting the delivery dates, THE SUPPLIER shall be responsible for the delays generated to 360PROTECTIVE S.L.U and its customers, paying a penalty of the percentage of the total value of the delayed order (if not otherwise agreed, it shall be 1% per week on the invoice value), without prejudice to the damages caused to 360PROTECTIVE S.L.U and passed on by the end customer that may be claimed separately to the SUPPLIER. 360PROTECTIVE S.L.U undertakes to send as soon as possible information on the products distributed and served on the basis of which the SUPPLIER shall invoice 360PROTECTIVE S.L.U. For its part, 360PROTECTIVE S.L.U shall send its invoice directly to the customer. The term is considered an essential part of the SUPPLIER’s contract.

 

 

When 360PROTECTIVE S.L.U decides to act as a commercial agent, it shall send to the SUPPLIER, the amounts corresponding to the operations carried out, delivery notes or orders received or the corresponding documents, by the procedure agreed between both parties. On a monthly basis, the SUPPLIER shall send to 360PROTECTIVE S.L.U, the list of invoices to clients promoted by 360PROTECTIVE S.L.U, so that, based on the same 360PROTECTIVE S.L.U, invoices to the SUPPLIER, the sales or the commissions corresponding to the indicated invoices, with the agreed commission. The COMMISSION that 360PROTECTIVE S.L.U shall receive shall be a percentage of the invoicing (unless otherwise agreed, it shall be 10% calculated on the total invoiced, excluding VAT). In addition, 360PROTECTIVE S.L.U may mark its margin as DISTRIBUTION (invoice total excluding taxes) in those operations in which the service has been carried out from 360PROTECTIVE S.L.U’s warehouses or by making the sale directly. The payment of the commission will be made against 360PROTECTIVE S.L.U’s monthly invoice.

 

 

In those other situations in which 360PROTECTIVE S.L.U may act, at its own will and interest or at the SUPPLIER’s indication, as purchaser or supplier, and, by virtue thereof, 360PROTECTIVE S.L.U makes purchases or supplies exceeding fifty thousand euros during the financial year, the SUPPLIER shall be obliged to pay 360PROTECTIVE S.L.U a percentage of the annual invoiced total within a period not exceeding three months from the close of the financial year (unless otherwise agreed, it shall be 2% calculated on the annual invoiced total, excluding VAT). In the event that 360PROTECTIVE S.L.U does not request payment within the indicated term, this shall not be understood as a waiver of the collection of said amount. In any other situations and functions performed by 360PROTECTIVE S.L.U other than those described in the preceding paragraphs, 360PROTECTIVE S.L.U shall invoice and charge the same at market price according to its Conditions and shall be paid by the SUPPLIER in the manner agreed by both parties.

 

 

In the event that 360PROTECTIVE S.L.U, at the SUPPLIER’s indication, carries out other functions other than those already mentioned, these shall be remunerated at market prices and the SUPPLIER shall be responsible for the part agreed upon, either by paying directly the amount of these activities or by doing so through 360PROTECTIVE S.L.U. The rest of the expenses shall be paid by the parties in accordance with the agreements between them.

 

In any of the aforementioned cases, THE SUPPLIER guarantees the product, work or service supplied and shall remedy any defect or error therein. The warranty period shall be twenty-four months from the time the products or services are received by 360PROTECTIVE S.L.U. THE SUPPLIER is responsible for the products supplied to the maximum extent of its diligence for slightest fault, objective and fortuitous event. THE SUPPLIER is liable for expenses, costs, direct or indirect, consequential and moral damages, in connection with the delivery of defective product or service or not reaching the required quality or delayed to 360PROTECTIVE S.L.U. 360PROTECTIVE S.L.U will inform the SUPPLIER of the possible existence of liabilities.

 

 

360PROTECTIVE S.L.U may use the trademarks or rights, designs of the SUPPLIER for the purpose of promoting the products granted within the scope of the contract. 360PROTECTIVE S.L.U is authorized to place its name and trademarks. 360PROTECTIVE S.L.U shall try to notify the SUPPLIER of any violation of the trademarks or trade names or other symbols of the property of the SUPPLIER, so that the SUPPLIER may take the necessary measures and pay for the defense of its rights and those of 360PROTECTIVE S.L.U in the promotion. Both parties shall keep secret all information received or known during the term of this contract and two years following the expiration of the same that the other party has provided, including technical and commercial information of all kinds, and shall be liable for any violation thereof.

 

 

The contract will have a duration of three (3) years, from the beginning of the activity between both parties, at the end of which it will be automatically extended for annual periods, unless denounced by the parties in writing three months in advance.

 

 

Neither party may assign, subrogate or transfer, in whole or in part, to any third party, the rights, obligations and, in general, its legal position, derived from this contract, without the written consent of the other, as it is considered personal and non-transferable.

 

 

Any notification to be made as a consequence of this contract shall be made by registered mail to the registered office or business address of the parties. Communications by e-mail shall also be valid. 360PROTECTIVE S.L.U: e-mail: info@360protective.com; SUPPLIER: e-mail to which orders are sent.

 

The present contract is governed and interpreted, in accordance with good faith, according to the bases established in this contract and by the provisions of the Spanish commercial legislation. The parties expressly submit, with waiver of any other jurisdiction, to the courts and tribunals of Alicante, Spain.