PURCHASE TERMS AND CONDITIONS

GENERAL CONDITIONS FOR THE PURCHASE OF PRODUCTS AND SERVICES

1. Order Receipt and Acceptance – Binding Contract

An order issued by ALFARIVER DEFENSE S.L shall be deemed accepted when the Supplier confirms the order via a formal acknowledgment by email (or through an equivalent written method) within three (3) business days of receipt, in accordance with the timeframe set out in the Specific Conditions (“acceptance period”). If no response is received within the acceptance period, the order shall be deemed tacitly accepted by the Supplier.

Acceptance must be unconditional. For the avoidance of doubt, any differing contractual terms included by the Supplier in their acceptance or any other communication will not form part of the contract and will not be binding on ALFARIVER DEFENSE S.L unless expressly agreed to in writing by an authorized representative of ALFARIVER DEFENSE S.L. Receipt of goods or services or any payments made shall not imply acceptance of such differing terms.

2.Pricing, Taxes, and Payments

Upon delivery of the Products and/or Services, the Supplier shall send ALFARIVER DEFENSE S.L a detailed invoice indicating the purchase order reference number, as well as any other code or reference included by ALFARIVER DEFENSE S.L in the order to identify the supply

Required documentation (e.g. material test reports, quality control records) must be provided for the delivery to be deemed complete. ALFARIVER DEFENSE S.L reserves the right to reasonably withhold payment for any defects; in which case the payment period will begin once such defects have been fully rectified.

3. Modifications to Purchase Orders

Any modifications proposed by the Supplier shall only be effective if confirmed in writing by ALFARIVER DEFENSE S.L.
Changes to Products and/or Services must be agreed upon in advance in writing. If such changes affect pricing or delivery schedules, the Supplier must notify ALFARIVER DEFENSE S.L in a timely manner.

4. Import/Export Requirements, Certificates of Origin, Excise Duties, Export Restrictions

The Supplier shall comply with all import/export controls, customs duties, trade regulations, and shall provide ALFARIVER DEFENSE S.L with all necessary documentation upon request. This includes commercial/pro-forma invoices, the ALFARIVER DEFENSE S.L purchase order number, and a detailed packing list.

The Supplier must inform ALFARIVER DEFENSE S.L of any required information for compliance with export/import regulations, and for returns, must include a rejection invoice detailing the reasons and specifications (weights, dimensions, and number of packages).
In the case of test materials in Spain, the Supplier must provide an ATA Carnet issued by the local Chamber of Commerce.

5. Delivery

Products and/or Services must be delivered on the agreed date, at the specified rates, and to the designated location, as stated in the purchase order. Shipping conditions must comply with the latest edition of the ICC Incoterms.

6. Marking, Packaging, and Delivery Documentation

All Products must be marked as required by law, the purchase order, and ALFARIVER DEFENSE S.L instructions.
Products must be packaged to arrive undamaged and in good condition. Each shipment must include a packing list or delivery note referencing the purchase order number, description, code (if any), and quantity shipped.

Products sensitive to electrostatic discharge (ESD) must be appropriately marked.
For items containing batteries or classified hazardous materials, the Supplier must provide MSDS sheets. For chemicals, Safety Data Sheets in Spanish are required.

Perishable goods must include expiration or manufacture dates, as applicable.

7. Quality, Compliance, and Warranties

The Supplier warrants that:

All Products and Services conform to the purchase order specifications, samples, and requirements.
Products are suitable for their intended purpose and are free from defects, liens, or third-party claims.
Services are performed competently and professionally by qualified personnel.
All Products are brand new and original, with no reused, refurbished, or counterfeit components.
The Supplier holds all necessary licenses and complies with relevant laws and regulations.

A warranty period of three (3) years applies to Products, and one (1) year (or as stated in the order) to Services, from the date of acceptance by ALFARIVER DEFENSE S.L.
In the event of defects or warranty breaches, ALFARIVER DEFENSE S.L may terminate the contract and seek compensation, including legal costs.

For products with perishable components such as rubber or elastomers, the manufacturing date must be no more than one year prior to delivery. ALFARIVER DEFENSE S.L may request manufacturing certificates.

8. Inspection, Acceptance, and Rejection

The Supplier confirms that all items have been tested and inspected. ALFARIVER DEFENSE S.L may reject non-conforming goods or services and require correction or replacement.
Defective services must be re-executed at the Supplier’s expense. In urgent cases, ALFARIVER DEFENSE S.L may carry out necessary repairs at the Supplier’s cost.

According to the PECAL standard of the Ministry of Defence, ALFARIVER DEFENSE S.L includes the following mandatory Quality Assurance requirement:
“All contract/order requirements may be subject to Official Quality Assurance. You will be notified of any such activities.”

ALFARIVER DEFENSE S.L reserves the right to inspect products/services at any stage. Such inspections do not constitute acceptance or waiver of any rights.

Supplier performance is continuously monitored. In case of poor performance, the Supplier will be required to take corrective actions.

9. Supply of Items

The Supplier must provide only new, genuine, and unused goods, unless otherwise agreed in writing. All components must comply with the order’s part numbers or specifications.
Items must be sourced directly from original manufacturers or their authorised distributors. Any alternative sourcing must be pre-approved in writing and must include full traceability documentation.

Suspected counterfeit goods may be returned at the Supplier’s expense and must be replaced promptly. ALFARIVER DEFENSE S.L may withhold payment for orders under investigation for counterfeiting.

The Supplier shall maintain complete traceability of all components and must retain supporting documentation for the duration of the contract and the applicable liability period.

Any deliberate falsification or misrepresentation will be subject to applicable legal penalties.

For perishable products, documentation per Section 6.7 is required.

10. Guarantees

No advance payments will be made unless the Supplier provides a guarantee in a format approved by ALFARIVER DEFENSE S.L.
ALFARIVER DEFENSE S.L may request performance guarantees to ensure proper execution of the purchase order.

11. Miscellaneous Provisions
Governing Law:

The purchase order shall be governed by the laws of the country in which the issuing entity is established.
Jurisdiction: All disputes shall fall under the exclusive jurisdiction of the courts located in the city of the issuing entity’s registered office.

12. Conditions for Aerospace Industry Suppliers

Suppliers in the aerospace sector must:

Implement a quality management system.
Use only customer-approved or designated suppliers.
Notify ALFARIVER DEFENSE S.L of non-conforming processes/products/services and obtain approval before disposition.
Prevent the use of counterfeit parts per AS6174 standard;
Notify ALFARIVER DEFENSE S.L of changes in processes, products, suppliers, or production location, and obtain approval.
Flow down applicable requirements to sub-tier suppliers.
Retain documentation for at least five (5) years, or longer if related to product life cycle.
Provide inspection and test certificates with each delivery, when applicable.
Notify ALFARIVER DEFENSE S.L of subcontracted work and provide a control plan for approval if work is transferred offsite.
Respond to any product discrepancies found by the end customer and assist in root cause analysis.