1.- APPLICABILITY.- These General Terms and Conditions apply to all the commercial agreements intended between MERCADO IT, as a Buyer, and its suppliers.
2. - DEFINITIONS. - “Supplier” means any third party which sells the goods to MERCADO IT, according to these General Terms and Conditions. These General Conditions are included within the Purchase Order made to Supplier, the specific agreements contained in the Purchase Order, and within any other documents related in the Purchase Order. “Goods” means all the products acquired by MERCADO IT from the Supplier according to the Purchase Order, including all the equipments and their hardware and software components.
3. - ACCEPTANCE OF THE PURCHASE ORDER. - By accepting the Purchase Order, the Supplier agrees to be bound by these General Terms and Conditions. These Terms and Conditions shall prevail over any terms or conditions from the Supplier. The Supplier will acknowledge receipt of the Purchase Order and submit his acceptance by e-mail within 24 hours. Once the Purchase Order has been accepted by both parties, it may not be subject to further modifications unless prior agreement made by both parties.
4. – DELIVERY. – Unless otherwise agreed by the parties, all the goods acquired by MERCADO IT, shall be delivered at MERCADO IT own premises at xxx. Delivery shall be made together with a delivery note printed in supplier stationery and including the number of both Supplier and MERCADO IT Purchase Orders as well as the details of the goods delivered.
5. - PRICE AND PAYMENT. - The agreed Price for the Goods and payment terms are set forth in the Purchase Order. Prices are fixed and closed. The Supplier will submit his invoice only after the delivery is made. If payment terms are not set forth in the Purchase Order, the payment shall be due within 60 days from MERCADO IT’S receipt of the Supplier invoice.
The payment of the Goods will not imply acceptance of the Goods or a waiver of MERCADO IT for any right included in these documents or applicable by law.
Unless otherwise set forth in the Purchase Order, the Goods will be delivered under DDP INCOTERMS 2010 conditions.
6. - DELIVERY, PACKAKING AND TRANSPORT.- Packaging is included in the Price of the Goods. The Supplier must pack the Goods with an appropriate packaging according to their characteristics, transport and warehousing so that Goods are delivered in perfect conditions. Any liability for damages or loss caused by improper packaging will be sole responsibility of the Supplier.
The Supplier shall be responsible for the costs of storage, packaging, and transport of the Goods, including customs, handling, packaging, insurance, and delivery of the Goods. The Supplier shall be liable in case of loss, destruction, damage or defect of the Goods.
7. -“CEE” DECLARATION. - The Goods must be provided with the CE declaration and label, as well as with the product technical details, and the user guide and any other documentation in accordance with the applicable laws.
8. - DELIVERY TERM. PENALTY. The delivery terms set in the Purchase Order are of essential importance to MERCADO IT, being these terms as strict deadlines.
In the event of the failure of an agreed delivery term, both parties agree to fix a penalty clause for the amount of 100 EUROS payment for each day’s delay until 50% total invoice, which shall be considered in addition to the obligation to indemnify for the damages caused to MERCADO IT, notwithstanding MERCADO IT right to terminate the contract by a breach caused by the Supplier.
9.- RECEPTION OF THE GOODS.- Reception of the Goods does not imply its acceptance by MERCADO IT. MERCADO IT shall have a period of six (6) months to confirm that there are no material defects and that the Goods conform to the requirements of MERCADO IT. Should the Goods be damaged or defective, MERCADO IT shall communicate in writing to the Supplier within a period of thirty (30) days, who shall take care, at its exclusive costs and expenses of the replacement of defective or damaged products or, with MERCADO IT prior agreement, to repair them, as soon as possible. MERCADO IT reserves the right to return any goods not ordered or not conforming to Purchase Order, being the costs incurred at the exclusive account of Supplier.
10.- LEGAL REQUIREMENTS. MERCADO IT INDEMNITY- The Supplier represents and warrants that i) The Goods (including components, hardware and software), fulfill all the legal requirements to be resold by MERCADO IT in all the European Economic Area; ii) The Goods do not infringe the intellectual or industrial rights of any third person; iii) The Supplier has the legitimate right to sell the Goods according to the terms included in this document; iv) The Goods are genuine product of the manufacturer indicated on the Purchase Order, and include only authorized and genuine trademarks and technologies, fulfilling all the legal requirements to be commercialized.
The Supplier shall keep MERCADO IT in any case harmless against any responsibility or claim arisen in connection of these warranties.
11.- GOODS WARRANTY.- The Supplier guarantees: i) The Goods fulfill the required technical specifications; ii) the Goods are in good condition, and do not have any material defect, and iii) the Supplier owns all right, title and interest in and to the Goods, which are free and clear of any liens, claims, encumbrances or restrictions.
Unless a longer period is specified in the Purchase Order or by law, those warranties will be extended within a twelve (12) months period since the reception of the Goods by MERCADO IT.
In case of any breach of the aforementioned warranties, if required by MERCADO IT the Supplier at its sole cost will replace the defective Goods. The Supplier must arrange for the prompt returns shipment of such rejected Goods at Supplier’s expense. MERCADO IT shall not be required to pay for any such rejected Goods.
In the event that the Supplier does not replace the defective Goods within the period specified in the order or, failing that, within 10 days of the written indication of MERCADO IT, MERCADO IT may order the repair or replacement on his own, butat Supplier’s expense, without prejudice to MERCADO IT right to terminate the contract for breach of the Supplier, and to claim the damages and losses derived from it.
12. - INSURANCE.- The Supplier shall arrange for all risks insurance coverage regarding all the obligations assumed in these General Terms and in the Purchase Order, being responsible for all claims, costs or damages arising out thereunder. The Supplier undertakes to provide MERCADO IT with a copy of the insurance policy underwritten by a reputable insurer and the receipt of the payment.
13. - NOTIFICATIONS.-All notices given by one party to the other party shall be sent in writing, preferably by the e-mail designated by each party.
14.- GOVERNING LAW AND DISPUTES.- This Agreement shall be governed by and construed in accordance with the laws of Spain. For all litigious questions that may arise between MERCADO IT and the Supplier, the parties expressly waive their own jurisdiction and submit themselves to the courts and tribunals of the city of Valencia (Spain).