General Conditions of Purchase

1. General. OLI - SISTEMAS SANITÁRIOS, SA, also referred to as OLI, performs all requests according to the purchase terms provided
herein, specific conditions may be asked of the supplier in writing, and the supplier consents to, may not be accounted for. Unless otherwise
agreed by the general conditions on the supplier contract that do not address conditions herein, in addition to any amendments to this request,
can only be considered valid if OLI submits a written acceptance. Thus, the acceptance of deliveries or services provided and your payment,
do not mean any change, exception or derogation of the general conditions expressed herein of the purchase made by OLI.


2. Purchase Order Confirmation. It is the supplier's obligation to return to OLI a copy of this Purchase Order (or "Order"), duly signed, as
proof of receipt of this request, as confirmation of the data presented in it and as acceptance of the purchase conditions. The amount of time it
takes to return the Order does not justify any delay in implementing the conditions set out in the Order or other conditions that derive or are
integrated in it. The Order signed by the supplier must be received no later than 24 hours after the shipping date of the Purchase Order,
otherwise OLI reserves the right to cancel the order. Similarly OLI reserves the right to consider all order data validated if there is no dispute
within the same period.


3. Price. The prices considered are those contained in the Purchase Order, they are not subject to any change, unless otherwise agreed to in
writing between OLI and the supplier.


4. Packaging, transport, stowage, insurance, costs and taxes. OLI is not responsible for any costs, charges, encumbrances or any
responsibility in general that is not properly specified in the Purchase Order. The delivery terms of this Order, unless otherwise stated, are
DDP (Delivered Duty Paid).


5. Delivery periods. The goods or services ordered are to be delivered at the location and date indicated, reserving OLI the right to request
the anticipation of deliveries. If there is a failure to comply with the deadline set, OLI reserves the right to cancel the order without any cost or
burden on itself and could require compensation for any damages suffered.


6. Invoices and guides. Invoices and Guides should indicate the full OLI Purchase Order number and the position of each row / code
indicated in that Order. Invoices should accurately reflect the conditions of the Order, otherwise they will be returned in order to
rectify the information.


7. Payment terms. Unless otherwise agreed, invoices in compliance will be processed 90 days after their date of issue and cleared by bank
transfer immediately following the 15th or 30th of each month.


8. Complaints, indemnities and warranties. Conditions set by OLI for materials, dimensions, measurements, weights, colours, material
resistance and other requirements should always be met with full accuracy. The goods and services that do not meet the established
requirements are considered nonconforming. The supplier should rework or replace any nonconforming material and / or inconsistent or poor
service according to what OLI decides and without further costs for OLI. However, the finding of goods or services that are nonconforming
grant OLI the immediate right to settle all or part of the purchase, and OLI may require compensation for any damages arising from such
nonconformity. The supplier will be liable for any costs and / or damages that occur to OLI and which are caused by the failure of any of the
contractual obligations or legally established obligations to carry out the delivery under the conditions of the Purchase Order.


9. Subcontracting. OLI will not assume any additional costs or charges arising from the execution of the Purchase Order by third parties
when it is requested by the contracted supplier, except with written permission from OLI.


10. Confidentiality. Any information, sample, design, model, mold, tool, or other goods protected by property rights (including copyright and
related rights, as well as any industrial property rights), as well as any product, part or equipment provided or delivered in any legal form, to the
supplier, shall not be made available, shown or mentioned to third parties or used for any purpose other than the purpose foreseen, by the
suppliers or third parties without OLI´s express consent.


11. Supply guarantee. If for any reason the supplier has difficulties of any kind, all the tools, molds or equipment owned by OLI will be
returned immediately to OLI. If the entire tool value has not yet been paid, it will be up to OLI to pay the missing amount. On the other hand, if
the tools are property of the supplier, it is up to OLI to decide whether to purchase them.


12. Code of Conduct for OLI suppliers. It is the supplier's obligation to comply with the rules of law, as well as take responsibility and ensure
that their manufacturing processes and products do not infringe the law, regulation or best practices in the sector or harm property, or any
other third party rights.


13. Jurisdiction. Confirming the Purchase Order, the supplier provides confirmation that they agree that any disputes deriving from or
resulting from the Order, in particular, its implementation and enforcement, shall be settled by the Court of Aveiro County (Court of
Commerce), which has been nominated to settle all agreements, waiving all other courts. The applicable law is the Portuguese Law.


14. Suspending / cancelling the Purchase Order. OLI may temporarily suspend and / or cancel all or part of the Purchase Order with no
costs incurred, without taking into account previous Orders: the supplier starts a Special Process Revitalization; the supplier begins judicial
insolvency proceedings; stops the work process for more than ten consecutive calendar days, with the exception of force majeure (definition
adopted by the ICC - International Chamber of Commerce); proceeds to the liquidation of assets that could jeopardize the fulfillment of the
obligation with the acceptance of the Order; breach of its Social Security obligation; violates standards governing licensing rules or industrial
operation, particularly those relating to environmental protection; violates legal standards specific to the regulation of work performance
conditions; or when the supplier does not meet any of the conditions, general or specific, indicated in the Purchase Order or agreed between
OLI and the supplier.


General Conditions of Purchase|2015|Versão 0
DOC-00063146

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