1.PURPOSE

1.1. This document establishes the General Conditions of Purchase for the acquisition of Products and/or Services (including software) that will be applicable to all Purchase Orders placed by any company of the AMPER GROUP that generates a Purchase Order.
1.2. Any order placed by GRUPO AMPER implies the unreserved adherence by the Supplier to these General Terms and Conditions of Purchase, which shall govern together with the Specific Conditions, if expressly agreed by both parties. Any exception to any of the clauses of these General Terms and Conditions will only be valid if accepted in writing by GRUPO AMPER. Any exceptions or Particular Conditions agreed upon may not be extended to other past or future Contracts signed between the Parties.
1.3. No other General Terms and Conditions other than these General Terms and Conditions of GRUPO AMPER will be accepted, unless expressly agreed between the Parties.
1.4. The conditions and specifications that the Supplier inserts in its delivery notes, invoices, offers or other documents exchanged between the Parties that contradict these General or Particular Conditions agreed between the Parties shall be null.

2.DEFINITIONS

1. “Acquisitions” means any purchase of Products and/or Services by the companies of the Amper Group requested by means of purchase orders.
2. ‘GQA’: Government Quality Assurance.
3. “Customer” means the end user or a third party, GRUPO AMPER may distribute or resell any rights in respect of any of the products and/or services referred to in the Purchase Order.
4. “General Conditions” means contractual requirements for the purchase of Products and/or Services that are part of a Purchase Order.
5. “Specific Conditions” are the terms and conditions expressly agreed between the Parties, and which include additional conditions, qualifications and/or exceptions to the General Conditions.
6. “Warranty” means the period during which the Supplier shall ensure that the Products and Services are properly functional and free from defects and in perfect use.
7. “AMPER GROUP” means any company of the Amper Group that issues a Purchase Order subject to these General Conditions, composed of the following companies: AMPER S.A. (NIF A28079226); AMPER SISTEMAS S.A.U (NIF A19024249); SETELSA SECURITY S.L (NIF B39511134); VDI CHANNEL SPAIN S.L (NIF B87420626)
8. “Price” means the price agreed by the Parties for the purchase of the Products and Services, excluding Value-Added Tax.
9. “Supplier” means the natural or legal person responsible for providing the Products and/or Services subject to the provisions of these General Terms and Conditions and, where applicable, the Specific Conditions.
10. “Products” means, but is not limited to, the equipment, materials, machinery, goods, Software licenses or any other items that are the subject of the Purchase Order and are provided by the Supplier.
11. “Services” means, but is not limited to, the provision of work, software development or other related services that are the subject of the Purchase Order and performed by the Supplier.
12. “Software” means any software and firmware comprised, included in, or associated with the Products and/or Services.

3. ORDER ACCEPTANCE

3.1. The Supplier shall send an order confirmation to GRUPO AMPER indicating its acceptance within five (5) days of its shipment. The order shall be deemed to have been accepted if the Supplier does not communicate otherwise within the aforementioned period of time.
3.2. By expressly or tacitly accepting the order, the Supplier undertakes and obligates to comply with these General Terms and Conditions of Purchase. The receipt of products or services does not imply tacit acceptance of the Provider’s terms and conditions if they are contradictory to these General Terms and Conditions.

4. DELIVERY, DELAYS, AND ESSENTIAL TERM

4.1. The Products and/or Services will be delivered on the date, at the place and in the form agreed in the Purchase Order and must be accompanied by the corresponding certificates.
4.2. Upon receipt of the Products and/or Services, within the period, GRUPO AMPER will verify that they comply with the specifications and conditions established in the Purchase Order.
4.3. Products:
The delivery of the Products shall be without prejudice to possible rejections, partial or total, due to defects in the quality or quantity of the Products, damage in transport or other similar causes. Unless otherwise agreed by the Parties, the packaging and transport of the Products will be the responsibility of the Supplier, in application of the DDP (Delivered Duty Paid) modality in accordance with the latest version of the Incoterms of the International Chamber of Commerce. The Supplier shall be obliged to obtain the relevant transit, import, licence, or authorisation permits from the competent authority.
In the case that the Products do not conform and/or do not comply to the Purchase Order, GRUPO AMPER will inform the Supplier in writing. The Supplier shall, proceed to the replacement, repair, or correction of the same, being at its own expense all the expenses incurred.
Deliveries will be accompanied by the corresponding delivery notes, dated on the day of delivery, and referring to the purchase order number of GRUPO AMPER. The materials they comprise must be detailed and their Material code expressed in the purchase order, expressing, if necessary, the net and gross weights.
Rejected Products will be made available to the Supplier, at its own expense, upon notification, at the place where they were delivered, indicating the reasons for the rejection. The Supplier undertakes to replace or repair the rejected Products as soon as possible.
The Supplier undertakes to attend any order for a specific Product that GRUPO AMPER may place for a period of at least 1 year from the date on which it made the last supply of said Product, or failing that, from the moment the Supplier notifies GRUPO AMPER in writing that it ceases to sell it.
The Supplier undertakes to supply parts, spare parts, and technical service for a minimum period of 10 years from the date of supply.
The product to be supplied will be the previously approved by GRUPO AMPER. Any modification to the approved product must be communicated and accepted by GRUPO AMPER. The supplier assumes the consequences that may arise from any modification not approved by GRUPO AMPER.
APPLICATION OF ROYAL DECREE 110/2015. For those supplies of equipment included in the scope of application of Royal Decree 110/2015 of 20 February on Waste Electrical and Electronic Equipment, the Supplier declares that either the Producer of the materials supplied or its Authorised Representative is perfectly identified in the product, that the Producer meets all the requirements demanded by the Royal Decree and that the Producer or its Authorised Representative, It is registered in the Register of Industrial Establishments for Waste Electrical and Electronic Equipment (RII-AEE).
4.4. Services:
The Supplier will perform the required Service at the address defined by GRUPO AMPER under the confirmed technical conditions and scopes.
Upon completion of the Service by the Provider in terms of date, quality and scope of the Service, GRUPO AMPER will proceed to carry out a validation by the person responsible for the work performed.
Acceptance shall be without prejudice to possible rejections, partial or total, due to defects detected after the final control and issuance of the Certificate of Acceptance, and the Supplier is obliged to immediately repair the defects or correct or correct the rejected services.
4.5. Confirmation of the verification of the Products and/or Services has been produced by GRUPO AMPER, once the defects or lack of conformity have been corrected or repaired, or the period has elapsed without an express statement of verification having been made (any of these dates, hereinafter, “the date of Effective Receipt”) it will be understood that the Products and/or Services have been effectively received. For all intents and purposes, and even if the invoice has been issued previously, the invoice will only be deemed to have been received (the “Invoice Date”) on the Effective Receipt Date, or on its date of issue, whichever is later.
4.6. Delivery time is an essential obligation. Any delay in delivery must be communicated in advance to GRUPO AMPER, indicating the reasons for the delay and the new delivery date. GRUPO AMPER, at its option, may accept the new proposed delivery date or reject it, reserving the right to cancel the order, applying in both cases, the corresponding penalties and claiming the damages, losses and costs caused.
4.7. Any variation or modification of the Products and/or Services, their price or delivery times must be previously accepted by GRUPO AMPER. If the Parties do not reach an agreement, GRUPO AMPER may terminate the Purchase Order without any penalty or compensation in favor of the Supplier.

5. MATERIAL PROVIDED BY GRUPO AMPER

5.1. All materials transferred by GRUPO AMPER will remain the property of GRUPO AMPER (even if there is a billing). Materials may not be transferred to third parties or used for purposes other than those indicated in the Purchase Order.
5.2. The Supplier undertakes to keep the materials provided in perfect condition and to separate them from its products and identify them as the property of GRUPO AMPER.
5.3. The Supplier will insure the transferred materials and assume the risk against loss or damage for an amount equal to their cost, indicating in the policy to GRUPO AMPER the designation of the beneficiary.
5.4. Once its contractual obligations have expired or when so indicated by GRUPO AMPER, the Supplier must return the transferred material to GRUPO AMPER in perfect condition.
6. WARRANTIES

6.1. The Supplier guarantees that it has sufficient title to the Products and/or Services that it sells to GRUPO AMPER and, in addition, that they are suitable and in accordance with the specifications determined in the Purchase Order. The Products and/or Services will have a minimum warranty of 24 months, unless the warranty period granted by the Supplier is longer, in which case the latter prevails, all without prejudice to the fact that the applicable legislation establishes a longer period.
6.2. Product Warranty: The warranty offered by the Supplier on the delivered Products will be determined by the longer period between: the warranty period offered by the Supplier, the two-year period or the term stipulated in the Purchase Order, always counted from the date of receipt or acceptance by GRUPO AMPER.
6.3. Warranty of the Services: The guarantee offered by the Supplier on the Services shall be extended for the longer period between: the warranty period offered by the Supplier, the period of one year or the term stipulated in the Purchase Order, always counted from the date of receipt or acceptance by GRUPO AMPER.
6.4. If, during the warranty period, defects are detected, and such defects are susceptible to correction, GRUPO AMPER may require the fine-tuning within a certain period of time or make a discount based on the defects found. In urgent cases, or if the Supplier fails to comply with its obligation to repair the defects, GRUPO AMPER shall have the right to take the necessary measures, at the Supplier’s expense, to repair such defects itself or by delegating the repair to a third party. In addition, the Supplier will be obliged to compensate GRUPO AMPER for the damages caused by the breach of its obligations.
6.5. If the defects found during the warranty period are not susceptible to correction, or, in the opinion of GRUPO AMPER, such correction does not guarantee with absolute certainty the performance, useful life, possibility of application or use, the SUPPLIER will be obliged to replace and/or repair them, or to reimburse their price, at the choice of GRUPO AMPER.

7. INSURANCE

7.1. The Supplier undertakes to have subscribed throughout the term of the Order and the Guarantee, with an insurance company of recognized solvency, the insurance policies detailed below and that apply by reason of the contracted services, for an amount sufficient to cover the associated risks:
a. Civil Liability Insurance, which includes, among other things, liability for exploitation, product, post-work and cross-work.
b. Compulsory and voluntary Civil Liability Insurance for the circulation of vehicles and/or machinery, in accordance with the conditions required by current legislation.
c. Transport insurance that guarantees the loss or damage suffered by the Equipment and Materials provided by the Supplier or transported under its responsibility, during its transport, intermediate storage, loading and unloading and/or handling from the manufacturing sites to its location in the place where the work is carried out.
d. Property Damage Insurance that covers all equipment that is under the responsibility of the Supplier.
7.2. The Supplier must deliver to GRUPO AMPER, upon request, the certificates of the insurance companies, which include the name of the Insurance Company, the coverage contracted, exclusions, limits, sub-limits and excesses, as well as the start and expiration dates.

8. PRICES

8.1. Prices are fixed, firm and non-revisable and include the value of the Products and/or Services, as well as delivery costs and any other expenses, including, but not limited to, transport, insurance, and packaging costs, unless otherwise stipulated.
8.2. No price revision, whatever its justification or nature, will be accepted if it is not previously accepted by GRUPO AMPER.

9. PAYMENT TERMS

9.1. Payment of invoices shall be made in accordance with the payment terms specified in the order.
9.2. Acceptance of Procurement Invoices.
9.2.1. Invoices must be sent within 10 days of receipt and/or acceptance of the acquisitions by GRUPO AMPER. Invoices, in addition to the legal requirements, must indicate:
a. The purchase order number to which they correspond.
b. The detail of the goods, with their unit price and with their Material code expressed in the purchase order.
9.2.2. Invoices will be sent in pdf format to the email address proveedores@grupoamper.com. If this is not possible to send them in the mentioned format, they can be sent by ordinary mail to the attention of “ADMINISTRACION GRUPO AMPER” C/Virgilio 2, Edificio 4, 28223, Pozuelo de Alarcón, Madrid (Spain).
9.3. In the case of an international supply or provision of services outside the European Union, the Supplier must present a certificate of tax residence in the sense of the application of the international double taxation agreement (as long as it exists) between Spain and the Supplier’s country of residence; for the purpose of correctly making any withholdings that may be due at the time of payment of the corresponding benefit.
9.4. Payment of an invoice shall not imply an acceptance that the Product and/or Service is compliant, nor shall it release the Supplier from its responsibilities or obligations.
9.5. GRUPO AMPER may withhold any payment that is pending payment to the Supplier in the event of a breach of its obligations, and GRUPO AMPER may offset or deduct the price from any amount owed, without prejudice to any other right or action that may correspond to it.

10. RESOLUTION

10.1. GRUPO AMPER shall have the right to suspend or cancel the Purchase Order with respect to all or part of the Products and/or Services, at any time, by written notice to the Supplier. In this case, GRUPO AMPER will pay the amounts that have accrued to the Supplier until the time the order is resolved.
10.2. In any case, before GRUPO AMPER receives acceptance of the Supplier’s Purchase Order, GRUPO AMPER may suspend, modify or cancel it without giving rise to any type of cost or liability of GRUPO AMPER.
10.3. GRUPO AMPER shall have the right to terminate the Purchase Order, immediately and without any cost or liability to the Supplier, at any time, in the following cases:
a. by mutual agreement of the parties;
b. at the unilateral will of GRUPO AMPER by means of written notification with a notice period of 20 natural days;
c. for Supplier’s breach of the Purchase Order if the Supplier fails to cure the breach within a reasonable period of time;
d. If GRUPO AMPER considers that any conduct, act or omission of the Supplier (or its Subcontractors) may be detrimental to the interests and/or reputation of GRUPOAMPER, or there has been a breach of the provisions of the Code of Ethics of the Amper Group.
10.4. The termination of the Purchase Order shall not relieve either party of any existing obligations, accrued on or before the date of termination. However, if the termination occurs for the reasons indicated in sections (c) to (d) above, the Supplier will be obliged to pay GRUPO AMPER, in addition to the penalties that may be imposed, compensation for the damages suffered because of the Supplier’s breach and the early termination of the Order.

11. FORCE MAJEURE OR FORTUITOUS EVENT

In the event of unforeseeable circumstances, acts, or events or, being foreseeable, unavoidable, beyond the reasonable control of the Parties and preventing the performance of the respective obligations, none of the Parties shall be liable for the breach of such obligations.
The affected party shall notify the other party in writing as soon as possible and as soon as it becomes aware of the event of “force majeure” or ” fortuitous event”.
If the event of “force majeure” or “fortuitous event” makes it impossible to comply with the contractual obligations during a period of time in which the Purchase Order is not necessary for GRUPO AMPER, GRUPO AMPER may choose to terminate the Purchase Order, without liability to the Supplier, with immediate effect from the date on which the notification is made.

12. INDUSTRIAL PROPERTY

12.1. GRUPO AMPER is not responsible for the violation and/or infringement of any third party rights in terms of Industrial and/or Intellectual Property derived from acquisitions.
12.2. In case of any part of the Products and/or Services involves the industrial and/or intellectual property of third parties, the Supplier undertakes to obtain, in favour of GRUPO AMPER, the corresponding authorisation or licence of use, perpetual, irrevocable, non-exclusive, royalty-free and transferable to third parties.
12.3. It is the responsibility of the Supplier and will be responsible for all expenses and/or penalties and/or indemnities arising from claims and/or legal proceedings that may be filed against GRUPO AMPER related to the Products and/or Services (including software) purchased.
12.4. If, because of a claim by third parties for infringement of Industrial and/or Intellectual Property rights, GRUPO AMPER is hindered from making use of the acquisitions, GRUPO AMPER is entitled to cancel the order and the SUPPLIER undertakes to pay all amounts paid by GRUPO AMPER, as well as the corresponding compensation for damages.

13.ENVIRONMENTAL PROTECTION

13.1. The Supplier undertakes to fully guarantee the proper treatment and control of all waste generated and managed by it and its transport, ensuring the protection of human health, the defence of the environment, the preservation of natural resources and compliance with all legal provisions in force on the matter.
14. LEGAL OBLIGATIONS
14.1. The Supplier is obliged to always comply with the legal provisions in force in matters of labor, Social Security, Health, Safety and Hygiene at work, Prevention of Occupational Risks, Tax and Environment.
14.2. The Supplier assumes, on an exclusive basis, the character of employer or entrepreneur with respect to the personnel employed for the execution of this order. In this regard, GRUPO AMPER is excluded from the relations between the Supplier and the aforementioned personnel, and the Supplier guarantees GRUPO AMPER absolute indemnity for any liability that may arise from the relations with its personnel.
14.3. The Supplier declares that it is up to date with the payment of salaries to its workers, their Social Security contributions, and their Tax obligations.

15. JURISDICTION AND APPLICABLE LAW

All controversies or litigation that may arise in relation to these General Terms and Conditions of Purchase shall be subject to the jurisdiction of the Courts of the city of Madrid, expressly waiving any jurisdiction that may correspond to the parties. The Purchase Order shall be governed by Spanish law.

16. SUPPLIER EVALUATION. INSPECTIONS

16.1. GRUPO AMPER will periodically carry out an evaluation of the Supplier based on the performance of its deliveries of Products and/or Services, compliance with contractual requirements and aspects related to Management, Quality, Occupational Safety and the Environment.
The Supplier shall carry out its own pre-delivery inspections of the products to ensure that all requirements specified in the order are met. In order to speed up the procedures for meeting the delivery deadline, the Supplier must have an internal system of action for the effective monitoring of its suppliers of materials, components and services that affect the products that are the subject of the order.
16.2. GRUPO AMPER reserves the right to carry out inspections of the products that are the subject of the Order and to require as many tests as may be necessary, which will be borne by the Supplier, both at the Supplier’s facilities and at those of its suppliers and may be attended both alone and accompanied by its customers. The supplier must inform its providers of these circumstances.

17. COUNTERFEIT ITEMS.

17.1. The Supplier guarantees the supply of original and non-counterfeit goods, guaranteeing the supply of new, authentic, and unused goods. Exceptionally, the Parties may agree on the supply of used goods.
17.2. If counterfeit parts or goods are supplied, GRUPO AMPER may return them to the Supplier and the latter must replace them with items acceptable to GRUPO AMPER, at its own expense, as soon as possible. In addition, GRUPO AMPER may hand over counterfeit items to the competent authorities.
17.3. The Supplier shall keep at the disposal of GRUPO AMPER during the period of validity of the Purchase Order and the period of responsibility all the documentation relating to the certificates of conformity, as well as the test and inspection data and/or the supplier certificates of the original manufacturer or those authorised by it.

18. CODE OF ETHICS

18.1. The Supplier declares and guarantees that it is aware of and undertakes to act in accordance with the provisions of the Code of Ethics of the AMPER Group, available on the website https://www.grupoamper.com/wp-content/uploads/2023/05/AMPER-GROUP-CODE-OF-ETHICS.-ENGLISH-1.pdf
18.2. The Supplier is informed and agrees to abide by this Code of Ethics. Failure by the Supplier to comply with this Code of Ethics will entitle GRUPO AMPER to terminate the order without penalty or cost to the Supplier.
18.3. The Supplier accepts that this Code of Ethics may be modified by GRUPO AMPER and will be considered to have been duly notified of the changes by simply publishing the new version on the GRUPO AMPER website.
18.4. The Supplier must report any situation or indication that involves the commission of a legal infringement, a breach of current legislation, a transgression of the principles of the Code of Ethics or a serious breach of internal regulations, it must communicate it to the email address comiteetica@grupoamper.com or through the form included on the website.

19. CONFIDENTIALITY AND DATA PROTECTION

19.1. The Supplier, its employees and subcontractors, where applicable, shall refrain from disclosing or communicating to third parties information or documents related to these General Conditions, the order, as well as any other information communicated by GRUPO AMPER.
19.2. The Parties will process the personal data of the representatives and interlocutors for the execution of the purchase order, as Data Controllers, with the sole purpose of guaranteeing the maintenance of the contractual relationship and for the period that it lasts, being able to keep them subsequently blocked during the periods that derive from the prescription of the legal actions related to it. Interested parties may at any time exercise their rights of access, rectification, deletion, limitation of processing and opposition by writing to the registered office of each of the parties. In the case of GRUPO AMPER, the request may also be sent to the e-mail address protecciondedatos@grupoamper.com
19.3. In the event that the Provider has access to personal data on behalf of GRUPO AMPER for some of the services, the parties agree that they will sign the corresponding Data Processor Agreement in accordance with the provisions of Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016 on the protection of natural persons (hereinafter referred to as the “GDPR”).

20. Special provisions only applicable to purchase orders related to certain products or services or to cross-border transactions with certain countries.

20.1. Purchase orders related to contracts with the Spanish Ministry of Defence:
In the event that this Purchase Order is related to a contract between GRUPO AMPER and the Spanish Ministry of Defence, all the requirements of the Purchase Order will be subject to an official quality control to the satisfaction of the National Quality Assurance Authority (ANAC) or its authorised representative, who will notify the Supplier of the activities to be carried out.
All requirements of this contract may be subject to GQA. You will be notified of any GQA activity that is to be performed.
20.2. Purchase Orders Related to Dual-Use Materials:
Supplier represents that it complies with all applicable export laws and regulations, including, but not limited to, (a) local laws applicable to Supplier; (b) the Spanish import licence that may be required and issued in accordance with Law 53/2007 and Royal Decree 679/2014 for the control of foreign trade in military material and dual-use data and information (or any other applicable or substitute law); (c) applicable European export and/or import regulations (d) all applicable U.S. regulations governing exports (including the International Traffic in Arms Regulations 22, C.F.R. § parts 120-130, the Export Regulations 15 C.F.R. Parts 730-774) and any government regulations applicable to exports, the re-export or disclosure of the goods by the Supplier.
20.3. Exclusion of conflict minerals:
Supplier warrants that the Products to be supplied within the scope of this Purchase Order do not include “conflict minerals” as defined in the U.S. Dood-Frank Consumer Protection and Wall Street Reform Act, Section 1502.
Such “war minerals” include columbite-tantalite, cassiterite, gold, and wolframite, as well as their derivatives, or other minerals determined by the U.S. Secretary of State to be financing the conflict in the Democratic Republic of the Congo or affected countries around it.
Compliance with the above obligation may be audited by GRUPO AMPER.

21. NATO-SPECIFIC REQUIREMENTS

All requirements of this order or contract may be subject to GQA (Govermment Quality Assurance). You will be notified of any GQA activity that is to be performed. In the event that this order or contract is subject to GQA, GRUPO AMPER must be provided with objective evidence that the risks associated with it are considered, which includes at least their identification, analysis, control and mitigation. In the event that this order or contract is subject to GQA, the contract GQAR and/or our purchaser must be provided:
1.- Right of access to the facilities in which the activities that are the subject of this order or contract are being carried out.
2.- Any information relating to compliance with the requirements relating to this order or contract, to the extent requested.
3.- The possibility of evaluating without restriction the compliance with the requirements of PECAL/AQAP 2110 ed.4 by us or by the GQAR and/or buyer. You will be informed prior to such an assessment.
4.- The possibility of verifying the conformity of the product with the requirements of the order or contract, without any restrictions.
5.- The assistance required for the evaluation, verification, validation, testing, inspection or release of the product, in order to carry out the GQA according to the requirements of this order or contract.
6.- The premises and means necessary to carry out the GQA.
7.- The available equipment that is necessary to carry out the GQA, through a reasonable use of the same.
8.- The personnel required to operate such equipment, when required.
9.- Access to information and communication systems.
10.- The necessary documentation to prove the conformity of the product with the specifications.
11.- Copies of the necessary documents, including those stored in electronic media.

22. CONSIDERATIONS FOR COMPLIANCE WITH EN 9100 STANDARD.

In the event that the purchase is related to the Aeronautics, Defense and Space Sector, which must be governed by the EN 9100 standard, the following must be considered:

• In the event of the generation of a non-compliant product, the Supplier will notify the person responsible for the Quality Officer, who will be the authority responsible for the potential derogation.
• The Supplier will notify GRUPO AMPER of any change in the product or process and change of location in its facilities.
• The Supplier shall notify GRUPO AMPER of any risk related to the supply of processes, products or services.
• In the case of subcontracting some of the activities subject to purchase, prior to subcontracting, the head of the Organization or Purchasing Manager will be notified, who must approve or not such subcontracting. In the event of approval by GRUPO AMPER of such subcontracting, the Supplier must apply the necessary controls to its direct external suppliers and those in its supply chain, to ensure that the requirements are met.
• Supplier shall retain for a period of 10 years the records applicable to the subcontracted product or service.
• GRUPO AMPER, its customer or the competent authority shall have the right of access to the Supplier’s facilities at all points related to the Purchase.
• The Supplier must prevent the use of counterfeit parts.
• The Supplier must contribute to the safety of the products supplied to GRUPO AMPER based on the requirements provided by GRUPO AMPER.
• All such notices must be given in writing, by e-mail.