Purchasing Conditions

Article 1: Scope of Application and Priority
These General Purchase Conditions establish the terms for installations, supplies, equipment, and/or services (hereinafter referred to as “Goods”) included in the purchase orders issued by ARANOW PACKAGING MACHINERY, S.L.U., ARANOW MACHINERY GROUP S.L.U., or ARANOW INTERNATIONAL SA (hereinafter referred to as “ARANOW”).
ARANOW is not bound by the Supplier’s general sales conditions, nor by any terms or provisions appearing in any proposal, quotation, price list, invoice, delivery note, or similar document from the Supplier, unless ARANOW expressly accepts them in writing.

Article 2: Acceptance of the Purchase Order
The Supplier must return the acceptance of the purchase order to ARANOW within one (1) business day from the date of receipt of the order, unless another period is expressly agreed upon. Additionally, if the Supplier does not reject a purchase order in writing within the aforementioned period and begins processing the order, the order will be considered accepted under these General Purchase Conditions.

Article 3: Compliance with Laws
The Supplier must comply at all times with all applicable laws, regulations, and ordinances relevant to this Agreement, as well as all labor and environmental laws. The Goods must be delivered in optimal and safe conditions, following the relevant usage guidelines and instructions, and must be accompanied by the necessary documentation as required by the applicable standards, laws, and regulations of the delivery country. Otherwise, ARANOW reserves the right to reject the Goods upon delivery.

Article 4: Delivery and Time of Receipt
Time is of the essence, and all mentioned dates shall be firm. If the Supplier anticipates any difficulty in meeting the delivery deadline or fulfilling any obligations set forth in these conditions, they must notify ARANOW in writing immediately.

Article 5: Delivery of Goods

5.1: Delivery Conditions and Content
The Supplier must comply with the access and unloading conditions applicable at the delivery site. Unless expressly stated otherwise, the Goods shall be delivered under the DDP (Delivered Duty Paid) Incoterms 2020 format (i.e., delivered to the address specified by ARANOW and free of all charges), with an attached delivery note indicating the order number, reference, quantity, and price of the Goods. In the absence of this information, only the quantities and items recorded by ARANOW will be considered for invoice payment.
5.2: Packaging and Transportation
The Supplier shall package and transport the Goods to prevent damage during transit and to facilitate efficient unloading, handling, and storage. All Goods shall be clearly marked as intended for ARANOW. ARANOW shall not be required to assume any claims for loss or damage to the Goods caused by the carrier and/or the Supplier.

5.3: Delivery Deadlines
The delivery dates of the Goods at the final destination are binding and can only be modified with the express written consent of ARANOW. The Supplier shall not make partial deliveries, early deliveries, or late deliveries unless ARANOW has agreed to it in writing. If a delivery date change is accepted, it shall be taken into account when calculating the invoice due date. However, ARANOW reserves the right to reject any late deliveries and return them to the Supplier at their cost and risk.
5.4: Consequences of Late Delivery
In the event of a late delivery, ARANOW may: (I) Request urgent delivery at the Supplier’s expense; (II) Apply a penalty equivalent to 1% of the contracted Goods’ price (including taxes) per week of delay, up to a maximum of 5% (unless otherwise expressly agreed); (III) Offset this penalty against other pending payments for the Supplier’s supplies, provided the Supplier does not object within four (4) days of ARANOW notifying them of this solution; (IV) Terminate or cancel any order, in whole or in part, that is not delivered on time by written notification, without prejudice to other rights and remedies.
5.5: Proof of Receipt of Goods
The receipt of Goods shall be certified by the signing of the delivery note by ARANOW without any reservations. The receipt of services shall be certified by the full and final execution of the services without any reservations. The receipt of equipment or installations requiring installation, configuration, and/or commissioning shall be certified by ARANOW’s signature on a delivery protocol without reservations.

Article 6: Prices and Payment

6.1: Price
All prices must be fixed for properly packaged and delivered Goods and/or installed equipment, including configuration and commissioning, transport and unloading at the location specified by ARANOW, insurance, customs procedures, taxes, and duties.

6.2: Payment
Invoices shall be sent per purchase order to ARANOW’s Administration Department, indicating the order number, quantity of Goods, as well as the date and delivery note number. Subject to the acceptance of the Goods by ARANOW and the receipt of a properly formatted invoice, payment shall be made via bank transfer or any other means agreed upon in writing by ARANOW within the stipulated payment term. If the Supplier fails to fulfill any obligations under this Agreement, ARANOW may suspend payments.

6.3: Ownership
Ownership of the Goods shall pass to ARANOW upon delivery, except for late-delivered Goods (Article 5.3), even if the price is pending payment. If advance payments are made for Goods before delivery, ownership shall transfer upon payment.

Article 7: Quality

7.1: Free from Defects and Compliance
The Supplier certifies that the Goods are free from defects and conform to the requirements of this Agreement. Inspection or payment for the Goods by ARANOW does not constitute acceptance or release of the Supplier from any obligations, representations, or warranties under this Agreement. ARANOW reserves the right to inspect the Goods at the Supplier’s facilities during order execution.
7.2: ISO Certifications
If the Supplier holds ISO certifications, they must immediately inform ARANOW of any significant changes related to these certifications (renewal, cancellation, etc.).

Article 8: Warranty
The contractual warranties shall last for 24 months from the date ARANOW acknowledges receipt of the Goods (Article 5.5).
8.1: Supplier Responsibilities
The Supplier guarantees that the Goods:
(I) Are fit for their intended purpose, new, of good quality, and free from defects;
(II) Comply with this Agreement’s requirements;
(III) Are free of any liens or encumbrances;
(IV) Include all necessary usage and safety instructions;
(V) Are accompanied by all required licenses and authorizations.

Article 9: Liability
The Supplier shall be liable for all damages directly or indirectly caused to ARANOW due to failure to fulfill their obligations. The Supplier shall indemnify and hold ARANOW harmless from any third-party claims arising from such failures.

Article 10: Termination
ARANOW reserves the right to suspend or cancel this Agreement, in whole or in part, by written notification in the event of Supplier default or insolvency.

Article 11: Intellectual Property and Confidentiality
The Supplier shall treat all information provided by ARANOW as confidential and shall not disclose or use it for any purpose other than fulfilling this Agreement.

Article 12: Miscellaneous
This Agreement shall be governed by the laws of the country where ARANOW is registered, and disputes shall be submitted to the competent courts of Barcelona. The Supplier may not assign or subcontract obligations under this Agreement without ARANOW’s prior written consent.