SCOPE
These general terms and conditions of purchase (the “General T&Cs”) apply to purchase orders (the “Orders”) issued in writing by Ernesto Ventós, S.A. (“Ventós” or the “Buyer”) to its suppliers (the “Supplier”), unless expressly agreed otherwise in writing. Ventós and the Supplier will be jointly referred to as the “Parties” and each one individually as a “Party”.
In the event of ongoing business relations, these General T&Cs will also apply to future transactions, even if no reference is made to them.
Any acceptance of an Order placed by Ventós obliges the Supplier to submit to these General T&Cs, complemented, if applicable, by any other document that may be agreed in writing by the Parties (the “Specific T&Cs”). These General T&Cs and, where applicable, the Specific T&Cs, will comprise the entire contract between Ventós and the Supplier (the “Agreement”).
In the event of any discrepancy between the provisions of the General T&Cs and the provisions of the Specific T&Cs, the provisions of the Specific T&Cs will prevail.
Unless otherwise expressly agreed by the Parties in the Specific T&Cs, the acceptance of the Order implies, ipso jure, the Supplier’s waiver of its own terms and conditions of sale or contract (if any).
Ventós reserves the right to correct, modify or amend these General T&Cs from time to time. The most recent version, –available on the Ventós mwebsite (https://www.ventos.com/)– will come into force immediately after its publication and will be applicable to all pending and future Orders.
The General T&Cs are available in different languages. In the event of discrepancies, the Spanish version available on the Ventós website will prevail.
“Ventós” or “Buyer” means the company belonging to Ventós group, including Ventós do Brasil LTDA, Ventós Essential Oils & Aromatics LTDA, Ventós Esencias & Químicos, S.A., Prodasynth SAS, Ventós de Colombia, S.A.S, Ventós Vos PTE, Ltd, Ventós USA, INC, and Esencias Ventós, S.L.
ORDERS
The Buyer will issue its Orders in writing.
The Order will not be binding until accepted in writing by the Supplier.
DELIVERY
The Incoterm applicable for each delivery will be the one specified in the corresponding Order.
The Supplier will be responsible for stowing or loading the Order on the means of transport specified by the Buyer. The transfer of ownership and risk of the Order from the Supplier to the Buyer will take place once the Supplier has completed the unloading of the Order at the place indicated by the Buyer and provided that the Buyer accepts the delivery of the Order.
The fact that the Supplier entrusts the delivery to one or more hauliers does not relieve it of its liability towards Ventós. In any case, the Supplier must ensure that the haulier has all the information concerning the place and conditions of delivery contained in the Order or in the Specific T&Cs. In addition, the Supplier will be responsible for paying for transport in the time periods agreed and will indemnify Ventós against all manner of claims for payment by hauliers and haulage subcontractors.
Orders will be delivered to the Buyer with the packaging, wrapping, presentation, labels and/or markings necessary and/or required by applicable regulations and, in any case, in accordance with the Buyer's instructions.
The delivery date of the Order is an essential condition and expressly binds the Supplier. Any modification to the Order by the Supplier will entitle the Buyer to cancel the Order, and will not be enforceable unless expressly accepted in writing by the Buyer. The Supplier will warn the Buyer in writing when it is unable to meet the agreed deadlines or any of the terms of the Order.
Delivery will take place once the Supplier has made available to the Buyer, at the place and under the conditions specified in the Order, the entire Order and the latter has verified that it conforms such Order and is accompanied by the required documents, analysis reports, certificates, and representative samples (the “Delivery”).
The Buyer reserves the right to return or not accept an unsatisfactory Order, with the Supplier bearing the costs associated with this rejection.
Except in duly notified and justified force majeure cases, if the Supplier fails to comply with a delivery deadline, it will be considered in default (without the need for a reminder by the Buyer), and penalties of 5% of the total amount of the Order may be applied to it for each week of delay, up to a maximum of 20% of the total amount of the Order, without prejudice to Ventós' right to terminate the Agreement and claim for compensation for any additional loss caused by the delay, such as the cost of purchasing goods or services from third parties to complete the Order.
ORIGIN
The Supplier will declare the country of origin of the products or goods of the Orders in the commercial documents of the corresponding Orders.
INTELLECTUAL PROPERTY
The Supplier declares that the products or goods delivered to Ventós do not infringe any applicable regulations, especially with regard to patents, formulas and manufacturing processes. The Supplier declares that it is the owner of all industrial or intellectual property rights relating to the products it markets and agrees to provide the appropriate supporting documents at the Buyer's request.
QUALITY
Supplier will implement and maintain effective quality assurance processes and, if required, prove their existence and validity to Buyer.
The Buyer reserves the right, at any time and with reasonable notice, to enter the premises of the Supplier or its subcontractors for the purpose of inspecting or testing the Products or any part of them during or after their manufacture, being entitled to reject them or require the Supplier to replace them if they do not comply with the Order.
The inspection or sending of samples does not in any way relieve or restrict the Supplier's liability for the fulfilment of its obligations.
The Buyer or its representatives may conduct quality audits of the Supplier and/or its subcontractors.
The Supplier agrees to comply with any applicable regulations (local, EU or international).
INSURANCE
The Supplier will maintain, under its own cost, organisation and responsibility, sufficient liability insurance to cover losses for which the Supplier itself or any subcontractors or agents for which it is responsible may be held liable. At the Buyer's request, the Supplier must provide proof of the amounts covered by the applicable insurance policy(ies).
This clause applies to any insurance covering the Supplier's liability in connection with the manufacture and distribution of the Products, including (but not limited to) risks and liabilities arising from the transportation of the Products.
CHANGE ORDERS
The Buyer may, at any time, request and the Supplier will be obliged to carry out, any reasonable and technically feasible changes in the composition, place of delivery, quantity or quality of the goods as compared with those originally specified in the Order.
If a change order involves a reduction or increase in the price and/or Delivery date, the price and/or Delivery date will be adjusted accordingly. Any increase in price or date will only be enforceable when approved in writing by the Buyer.
The Supplier may not unilaterally make changes to the Order.
If the Buyer notices any mistakes or shortcomings in the documentation provided by the Supplier, it must immediately inform the Supplier in writing so that the Supplier can take the appropriate measures.
PRICING, INVOICING AND PAYMENT
The prices of the Orders will be fixed and final, will not be subject to revision and will include all taxes (other than VAT), duties, levies, contributions, insurance and any other costs incurred by the Supplier for the fulfilment of the Order including the delivery of the Products to the final destination indicated by the Purchaser, as well as all packaging, protection, fastening and fixing materials and all documents, accessories, equipment and/or tools necessary for the proper use for their intended purpose and the full and functional maintenance of the product or goods, as well as all payments for intellectual property rights, including the rights of third parties.
Upon the delivery of the products or goods in accordance with an Order, the Supplier will send the invoice in accordance with all applicable legal requirements and, if applicable, the Buyer's instructions, specifying the Buyer's Order number and date, the Supplier's references and, if applicable, the relevant contractual milestones subject to partial invoicing. Correctly issued invoices will be paid within 60 days from the date of receipt of the invoice.
In the event of the Supplier's failure to fulfil its obligations, the Buyer may defer and/or withhold payments. In this case, the Supplier may not claim interest, penalties or compensation of any kind.
The payment of an invoice will not constitute acceptance of the products ordered or delivered or a waiver by the Buyer of any of its rights. In order for Ventós to accept the products, it must do so expressly, and it will only mean that the Buyer acknowledges that the delivery has taken place.
ORDER FULFILMENT AND GUARANTEE
The Supplier guarantees that the products or goods in the Orders: (i) comply with the Buyer's specifications and requirements; (ii) are free from liens or encumbrances, contamination or defects, whether apparent or latent; (iii) are suitable for their intended use or purpose; and (iv) comply with quality standards and all applicable regulations, particularly those relating to health and environment.
In accordance with Clause 6.3 above, in the case of sales based on samples, it is expressly stated that the Buyer's examination and acceptance of the sample provided by the Supplier does not relieve the Supplier of any liability in relation to the Order (e.g. with regard to quality certificates or tests, etc.).
The Supplier will be responsible for the accuracy of the information contained in the quality certificates or tests provided to the Buyer, so that if the quality certificate or test contains incorrect information, it will be understood that the Product does not comply with the Order and the Supplier will therefore assume any liability arising from this non-compliance, irrespective of whether the Buyer has accepted the sample or not.
The Supplier will be liable to the Buyer in accordance with the law for the repair of the products or goods of the Order.
The Supplier will deliver the products or goods in accordance with the guarantees set out in Clause 10.1. above, and will be liable to Ventós for a period of five (5) years for any breach (of this Agreement and/or applicable legislation) and, in particular, for any apparent or hidden faults and/or defects in the products or goods.
Unless Ventós determines otherwise, in the event of non-compliance, the Supplier is obliged to replace the goods delivered, in accordance with the following rules: (i) the replacement does not involve any costs for Ventós; (ii) it is carried out within a reasonable period of time and without major inconvenience to Ventós; (iii) if, after the replacement or new delivery has been carried out, the goods delivered still do not comply with the Order, the Buyer reserves the right to request a further replacement or new delivery of the goods or to cancel the Order.
LIABILITY
The Supplier agrees to indemnify and hold the Buyer harmless for any losses that the Buyer may suffer, directly or indirectly, in the event of the Supplier's failure to comply with its obligations under these General T&Cs. Therefore, if any claim of any kind (in or out of court) is made against Ventós in relation to these losses, the Supplier will bear the cost of defending the matter and, in any case, will indemnify and hold harmless Ventós and any person dependent on Ventós in relation to the claim and, furthermore, in relation to the losses, damage, costs, expenses, lawyer's and court representative's fees, liability or harm that such a claim may cause. For the sake of clarity, it is expressly stated that this liability clause also includes losses suffered by the Buyer as a result of claims by third parties due to the Supplier's breach.
Likewise, the Supplier agrees to hold Ventós harmless from any claim, in or out of court, of any kind, submitted by its personnel (whether in commercial or employment related claims) and/or by subcontractors.
With regard to the defence of any claim (whether in or out of court), the Buyer will decide (at its discretion) whether it is to be conducted by the Supplier or by the Buyer, without prejudice to the fact that the costs of such defence will in any event be borne by the Supplier.
ASSIGNMENT
The Supplier may not assign or subcontract all or part of its obligations under the Order without the Buyer's prior written approval, which in no case will relieve the Supplier of its obligations, and the Supplier will remain liable along with its assignees and subcontractors, to whom the Buyer will never be liable.
ETHICAL, SOCIAL AND ENVIRONMENTAL COMPLIANCE
The Supplier agrees to supply only products manufactured or distributed in accordance with the applicable legislation. Any commercial relationship between the Supplier and Ventós may be automatically terminated in the event of the Supplier's failure to comply with the above. The Supplier expressly declares that it is in compliance with its social and tax obligations as a result of its activities.
The Supplier will have appropriate measures in place to ensure strict compliance with environmental, health, occupational safety, equality and diversity in the workplace legislation by the Supplier and its employees. In this regard, the Supplier will be liable for any damage to the environment and/or to the Buyer or its customers and for any sanctions, penalties or claims that may be the result of its breach of environmental obligations.
FORCE MAJEURE
Neither party will be liable for the non-fulfilment of any of its obligations under the Order if its performance is delayed or rendered impossible as a result of force majeure in accordance with section 1,105 of the Royal Decree of 24 July 1889, enacting the Spanish Civil Code [Código Civil].
Strikes affecting the Supplier, public transport or other events that may affect the Supplier's subcontractors or suppliers will not be considered force majeure events that may excuse the non-fulfilment of the Order in question.
In the event of force majeure, the Supplier will immediately inform the Buyer in writing and in detail. Should the force majeure event persist for more than fifteen (15) days, the Buyer may terminate the Order without the Supplier being entitled to any compensation.
INDEPENDENT PARTIES
This Agreement does not imply any association or dependency between the Parties, who will remain completely independent and autonomous. Nothing in this Agreement may be construed to create an employment, agency or similar relationship between the Parties or any personnel of the Parties.
SUSPENSION AND TERMINATION
The Buyer may, by notice in writing, suspend or delay delivery of any uncompleted Order or any part of it. In this case, the Supplier will follow the instructions and immediately interrupt its work and orders, without any right to compensation.
The Buyer will not accept any deliveries after the suspension has been notified and will only pay the price of deliveries already made and the cost of work already started at that time, which are duly justified in writing.
The Supplier will require all its subcontractors and suppliers to comply with this condition.
If the Supplier fails to fulfil its contractual obligations correctly and on time, including these General T&Cs, as well as in the event of lack of technical or financial capacity (due to the Supplier being declared insolvent or being in default with its debts to a company in the Buyer's group) and in the event of the Supplier being taken over by a third party, the Buyer may, without prejudice to its other rights and the application of agreed penalties, terminate the Agreement in writing with immediate effect, in whole or in part, without the Supplier being entitled to any compensation, and being sufficient for the Buyer to pay the price of the Product duly delivered to date, with the appropriate deductions in the event of damage.
WAIVER AND NULLITY
The Buyer's failure to enforce at any time any provision of these General T&Cs will not be construed as a waiver of the Buyer's right to act or exercise the right in question. The waiver by Ventós of any breach of the Seller's obligations will not constitute a waiver of any other previous or subsequent breaches.
If any provision of these General T&Cs is held to be invalid or unenforceable, it will not affect the validity or enforceability of the remaining provisions between the Parties.
CONFIDENTIALITY
The Parties agree to keep all information, documents or knowledge, techniques, equipment, drawings, specifications, products, etc. of which they become aware in connection with this Agreement strictly confidential (the “Confidential Information”). For these purposes, the Confidential Information may not be used beyond what is strictly necessary for the performance of this Agreement.
All Confidential Information to which either Party has access must be safeguarded with due care and each Party will be liable for any losses that may result from the disclosure of such information.
DATA PROTECTION
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and the Spanish Data Protection Act [Ley 3/2018, de 5 de diciembre, de Protección de Datos y Garantías de los Derechos Digitales]. (a) personal data of the Parties collected during the negotiation or performance of the Order will be processed by the Parties (as data controllers) for purposes related to the subject matter of the Order and/or for compliance with legal obligations based on the fulfilment of the Order; (b) the parties agree to observe and comply with the obligations regarding the protection, privacy and security in the processing of personal data imposed on them by current legislation; (c) the legal basis for processing is the fulfilment of the Order; (d) the Parties will store the personal data for the time necessary to fulfil the purposes of the processing and to comply with legal obligations, although they may be stored for the purpose of making them available to judges and courts, the Public Prosecutor or the competent Public Administrations, and in particular to the data protection authorities, for the enforcement or defence of possible liabilities, in which case the data will be blocked until the expiry of the limitation periods, at which time they will be deleted; (e) the Parties' data will be accessible only to the Parties' consultants or affiliates or to persons designated to process the data in relation to the purposes set out in paragraph and will not be disclosed or assigned to third parties except where the parties agree or where it is necessary for compliance with a legal obligation; (f) the parties will take appropriate measures to ensure the privacy, confidentiality and security of personal data, including protection against unauthorised or unlawful processing and against accidental loss, alteration, destruction or damage, subject to a duty of confidentiality that will continue after the relationship has ended; (g) in relation to the processing of the Parties' data, the Supplier may exercise its rights of access, rectification, opposition, erasure, restriction of processing and data portability by writing, enclosing proof of identity, to the following postal address: Carretera Reial 120-B, 08960, Sant Just Desvern (Barcelona-España), or to the email address
GOVERNING LAW AND JURISDICTION
These General T&Cs are subject to Spanish law with express waiver of any international law or regulations on the sale of goods that may be applicable.
Any disputes arising from the interpretation and/or fulfilment of the Order or the obligations of the Buyer and/or the Supplier that cannot be settled amicably will be submitted to the Courts of the city of Barcelona, with the Supplier expressly waiving its own jurisdiction.
