Suppliers

General terms and conditions of purchase by the RBA Group

General provisions
Acceptance of terms and conditions of purchase
Valid orders
Acceptance of the order
Offers
Payment terms
Documentation
Inspection
Assignment
Subcontracts
Cancellation
Delivery terms and conditions
Storage and stocktaking
Packaging, identification and shipment
Quality requirements
Confidentiality
Taxes and charges

1. General provisions

“Supplier” shall mean the company with which the order is placed and which is stated in the order. “Purchaser” shall mean RBA, the company that is carrying out the purchase.

2. Acceptance of these terms and conditions of purchase

The fact that the Supplier accepts an order implies that it unreservedly accepts these general terms and conditions of purchase. Any modification to these terms and conditions must be expressly stipulated in the specific terms and conditions of the order.

3. Valid orders

RBA and the Supplier agree to recognise orders as valid only when they are made by RBA's Purchasing and Production Department or they have been approved by that department.

4. Acceptance of the order

The order will be automatically formalised when it is received by the Supplier. The Supplier accepts that the order contains the agreement between RBA and the Supplier, and that there is no other agreement that modifies the order's terms, conditions or specifications, unless it has later been performed in writing and accepted by both parties.

5. Offers

All of the terms, conditions and specifications, included in or attached to the Supplier's offer, as well as the correspondence related thereto, to which express reference has not been made in the order, shall be deemed rejected by RBA and shall be without effect. Mere reference to the offer in the order or attached documents does not modify this clause. The Supplier's General Terms and Conditions of Sale shall also be without effect and are expressly waived by the fact of accepting the order.

6. Payment Terms

Form of payment. Any form of payment must be approved in writing by RBA
Means of payment. Payments shall be made by promissory note.
Invoicing terms and conditions. All invoices must contain the requirements stipulated by the VAT regulations and the applicable legislation in force. The invoice must include the order code.

7. Documentation

The Supplier undertakes, for a 10-year term from delivery of the supplied materials and services that make up the relevant order, to keep the originals of the entirety of the documentation in its possession. The Supplier undertakes to provide RBA, during the term stated in the previous section, with the aforementioned documentation upon mere request by RBA.

8. Inspection

RBA and its authorised representatives may inspect the materials during the manufacturing process and prior to shipment at the Supplier's workshops, which must be made accessible thereto when necessary for that purpose. Inspection and acceptance of the materials does not exempt the Supplier from its warranties and liabilities regarding the supply of the materials in strict accordance with the specifications. RBA may dispense with inspection in the plant without that implying a waiver of its right to inspect it upon delivery. If the materials are rejected upon delivery, RBA may make the necessary repairs and charge the cost to the Supplier.

9. Assignment

The Supplier may not assign or transfer the order or any of the rights and obligations arising therefrom without prior, written approval by RBA.

10. Subcontracts

The Supplier may not subcontract the contents of the order, in whole or in part, without prior, written approval by RBA. In the event of having been authorised for subcontracting, the Supplier shall retain all liability regarding the supply.

11. Cancellation

RBA may cancel the order any time, in whole or in part, simply by notifying the Supplier in writing. Upon receipt of such a notification, the Supplier shall cease all work related to the order.

12. Delivery terms and conditions

RBA shall state the delivery terms and conditions in each order. Delivery shall be performed as stated in the distribution notice with expenses paid. RBA may change the terms and conditions stated in the delivery schedules in a reasonable manner and with prior notice. RBA must be immediately notified of any incident that prevents delivery of the amounts stipulated in the schedules and terms set. The amounts specified in the orders or delivery schedules must be respected by the Supplier at all times.

13. Storage and stocktaking

Storage: the Supplier undertakes to keep the materials and components of orders stored in its warehouses upon mere request by RBA and without any charge. Such storage shall be carried out in such a manner that the materials and components are kept in perfect condition. Stocktaking: the Supplier shall be responsible when materials or components have been delivered thereto, in accordance with the pertinent documentation, but are not in its possession and it is not possible to prove to RBA with documentary support that they have been returned.

14. Packaging, identification and shipment

All materials shall be packaged by the Supplier in a manner that allows their transport and storage with guarantees. Appropriate and suitable protection shall be applied, using materials that are resistant to atmospheric agents. All materials shall be identified in a perfectly legible manner, stating the amount, product and delivery address on all legible parts.

15. Quality requirements

The Supplier shall have, as its usual practice, a duly documented quality assurance programme, produced in accordance with the guidelines of a highly reputable standard. The programme shall include at least a quality manual, procedures, inspection point programmes, etc. and shall be available to RBA from the time the offer is made.

16. Non-disclosure

All technical information, such as lists of materials, manufacturing procedures, technical specifications, systems, photographs, samples and, generally speaking, any type of documentation concerning the design, manufacture or distribution of the components and products manufactured by the Supplier for RBA shall be considered strictly confidential. The contents of orders, delivery plans and manufacturing forecasts of which the Supplier is informed shall also be considered confidential and the Supplier undertakes to keep secret all such kinds of information not only in relation to third parties but also in relation to its own staff, whenever they do not need to access them as part of their role in the company.

17. Taxes and charges

The Supplier undertakes to comply with the tax obligations concerning earnings from employment, based on its payroll, and accepts liability in relation to RBA for compliance with the legislation in force concerning Social Security and any other such national or local tax that must be complied with. All taxes and charges shall be borne by the Supplier, except for Value Added Tax (VAT), which shall be borne by RBA.

Type approval

Purpose of the procedure
Scope
Definition and goal of the type-approval process
Questionnaire and bases for assessment of a supplier
Stages in the type-approval process
Prior selection
Potential assessment
Result of the assessment
Validation of the type approval

1. Purpose of the procedure

Assessing and validating that each supplier must have proven capacity to supply orders in accordance with the requirements in the specifications and purchase orders required by RBA.

2. Scope

Assessing and evaluating, at source, the capacity of suppliers to assure their quality. A clear understanding must be reached with the supplier concerning quality assurance, proposing, as one of the methods, that “RBA trusts in the supplier's quality assurance system”.

3. Definition and goal of the type-approval process

The main aim of type approval is to certify to RBA that the supplier complies with the requirements to guarantee, in the future, the “product quality, service quality and information quality” required by RBA, which are stipulated in its suppliers policy within the range and type of service acquired.

4. Questionnaire and bases for assessment of a supplier

Activity and products
Organisation and operation
Technical potential: development, design, research, experience, etc.
Industrial potential: means of production, facilities and maintenance systems.
Production capacity and its level of availability
Economic and financial situation
Level of quality control and inspection
Existence of quality assurance and management
Organisation and level of the Customer Service Department

Level of employment relations

5. Stages in the type-approval process

5.1. Prior selection

This first contact shall be conducted at RBA's offices with a prior appointment. The supplier may identify itself and present itself to the company. If the products it represents are in accordance with RBA's needs, an offer will be requested, so that it may carry out a joint assessment of the set of aspects the supplier is required to know and the technical and economic characteristics of the product requested.

5.2. Potential assessment

The assessment of a supplier shall be conducted with the utmost respect for a preestablished code and must take into account integrity, discretion, confidentiality, industrial property, intellectual property, and, above all, transparency in procedures. This assessment shall be conducted at the supplier's facilities during a prearranged visit. The items to be assessed are described in part four of this procedure.

6. Results of the assessment

The results of the assessment will make it possible to type-approve or reject a supplier, validating or rejecting its ability to comply with future supply commitments under the required conditions and in accordance with the scales previously determined by RBA.

Classification according to the results obtained:

Classification A: 80% of the required points must be passed. The supplier is acceptable for supply. Approved supplier
Classification B: 70% of the required points must be passed. The supplier is potentially acceptable for supply. Minor adjustments required. Conditionally approved supplier
Classification C: No more than 55% of the required points passed. The supplier is not acceptable for supply. Major adjustments required. Supplier not approvable
Classification D: no more than 45% of the required points passed. The supplier cannot be classified. Introduction of basic systems required.

7. Validation of approval

Until a supplier achieves “Classification A” (it may provisionally and conditionally be allowed "Classification B”) no order may be placed with it. Once the first order has been placed and, in accordance with RBA's needs, the approval shall be validated by checking that RBA's specifications have been strictly complied with within a period of no less than three months and no more than six.