Ir al contenido

General Terms of Purchase and Subcontracting

Effective Date: July 2026

Overview 1. Order Acceptance and Subcontracting Limits   2. Technical Rigor and Material Handling 3. Prices and Payment Terms    4. Quality Control, Inspections, and Non-Conformity   5. Strict Penalties for Delays    6. Intellectual Property and Property Rights  7. Resolution and Jurisdiction

Overview

These General Terms of Purchase and Subcontracting govern all Purchase Orders (POs) issued by Mecaltex ("Buyer") to its suppliers and manufacturing partners ("Supplier" or "Subcontractor"). These terms supersede any general or particular conditions of sale provided by the Supplier.

1. Order Acceptance and Subcontracting Limits  

  • 48-Hour Confirmation: The Supplier must acknowledge receipt of the Purchase Order within 48 hours. Failure to respond within this timeframe, or the partial delivery of goods, constitutes tacit acceptance of the PO and these General Terms.
  • No Unauthorized Subcontracting: The Supplier is strictly prohibited from assigning, transferring, or sub-subcontracting any part of the Purchase Order to third parties without prior written consent from Mecaltex.

2. Technical Rigor and Material Handling

  • Drawing Verification: Subcontractors must verify all technical drawings and indexes provided with the PO. In case of any technical doubts (e.g., dimensions, materials, tolerances, surface/thermal treatments), the Subcontractor must immediately suspend work and contact Mecaltex in writing for clarification.
  • Material Integrity: When raw material is supplied or specified by Mecaltex, the Subcontractor cannot substitute it with any other material without prior written authorization.
  • Document Return: Upon delivery of the finished products, all technical drawings or copies provided by Mecaltex must be returned.

3. Prices and Payment Terms   

  • Fixed Pricing: All agreed prices are fixed and not subject to revision. Prices are inclusive of all execution costs, packaging, transportation, loading/unloading, insurance, and applicable taxes/customs duties.
  • 90-Day Payment Term: The standard payment term is 90 days from the receipt of the respective invoice, subject to invoice validation.
  • Right to Withhold: Mecaltex reserves the right to withhold payments if the Supplier fails to fulfill delivery obligations, fails to provide necessary documentation, or if Mecaltex faces legal claims/sanctions due to the Supplier’s actions.

4. Quality Control, Inspections, and Non-Conformity  

  • Facility Audits: To facilitate inspection, the Supplier must allow Mecaltex (and its end-clients, if necessary) to conduct audits and verify manufacturing processes at the Supplier's facilities.
  • Non-Conformity Process: If anomalies or defects are detected at any stage, Mecaltex will issue a formal "Non-Conformity" claim. No additional Purchase Orders will be issued to the Supplier until the situation is fully rectified.
  • Quarantine of Defective Parts: If a Subcontractor proceeds with and delivers a known defective part, it must be delivered on consignment, properly packaged, and explicitly labeled/tagged to be differentiated by Mecaltex. Mecaltex retains the right to authorize or reject the delivery of defective parts.

5. Strict Penalties for Delays   

  • Notification Obligation: If the Supplier anticipates a delay, they must immediately notify Mecaltex.
  • Penalty Rates: Failure to meet the agreed delivery deadlines will result in the following financial penalties deducted directly from invoice payments:
    • 0.5% per day of delay, calculated on the total value of the delayed PO.
    • 1.0% per day (up to a maximum of 10%) if the delay exceeds 10 days.
  • Right of Cancellation: Delays exceeding 3 days beyond the stipulated date grant Mecaltex the right to unilaterally cancel the order and apply the respective penalties.

6. Intellectual Property and Property Rights  

  • Ownership of Creations: Any execution projects, software, technical drawings, molds, tools, or intellectual creations developed by the Supplier during the execution of the PO become the exclusive property of Mecaltex.
  • Fiduciary Duty: The Supplier acts as a faithful depository for all materials and equipment entrusted to them by Mecaltex and must return them upon PO completion or upon request.

7. Resolution and Jurisdiction

  • Unilateral Termination: Mecaltex may unilaterally terminate the PO without financial penalty if the Supplier delivers non-conforming goods, misses deadlines without justification, files for insolvency, or breaches any contractual clauses.
  • Applicable Law: These terms are governed by Portuguese law. Any disputes shall be exclusively resolved by the Judicial Court of the District of Porto (Tribunal Judicial da Comarca do Porto).