Terms & Conditions of Purchase

1. Scope of Application

    These General Terms and Conditions govern the acquisition of goods and equipment or services from Volkswagen Digital Solutions (VWDS) within the scope of private tender processes and precede the conclusion of the contract between VWDS and the Supplier.

    2. Object

    • 2.1 The object of the acquisition is defined in the respective private tender process.
    • 2.2 VWDS may, at any time, request the modification of the quantity of goods and equipment and/or services, the conditions of which shall be agreed between the Parties.

    3. Goods and Equipment

    • 3.1 The Supplier is responsible of selling the goods and equipment to VWDS, free of any encumbrances or charges, in accordance with the requirements and conditions contained in the private tender process.
    • 3.2 Ownership of the goods and equipment is transferred to VWDS (i) on the date of payment of the respective price or (ii) on the date of delivery of the goods and equipment, in the case of consumable goods.
    • 3.3 VWDS will not, at any time, be responsible for loss or damage to goods and equipment, and the respective transport, storage, conservation, and maintenance is the sole responsibility of the Supplier until the date of their acceptance by VWDS, which will take place within eight working days from the delivery of the goods and equipment, except in the case of consumable goods.  for which that period shall be three working days.
    • 3.4 The supply of goods and equipment to the agreed place of delivery will be governed by the directives of the DDP Incoterms (2010 edition).
    • 3.5 All packages must identify the delivery order number.
    • 3.6 In the transport of goods and equipment, the Supplier, whenever applicable, shall provide VWDS with (i) the appropriate waybills, (ii) labelling, forms, and safety data sheets in accordance with legal requirements and (iii) instructions for transport, safety, handling, display and disposal of goods and equipment.

    4. Services

    • 4.1 The Provider undertakes to perform the services and all tasks and activities included therein and to comply with the deadlines, service levels and other terms and conditions agreed between the Parties in the private tender process.
    • 4.2 The Supplier shall provide the services independently and with technical autonomy, and its employees shall not be considered, in any way, employees of VWDS, or considered to be in its organization or economic dependence, without prejudice to the obligation to comply with any operating rules or internal regulations that may apply, namely, for security or compliance related reasons.
    • 4.3 The Supplier shall be solely responsible for all costs and expenses, resulting by law or contract, relating to the hiring, maintenance, and dismissal of employees.

    5. Price, Billing, and Payment Terms

    • 5.1 VWDS will pay the Supplier, in return for the supply of goods and equipment or the provision of services, the price that may be agreed between the Parties, plus VAT at the legal rate in force.
    • 5.2 The price will not be subject to any adjustment, except in the cases expressly provided for by law.
    • 5.3 Invoices to be issued by the Supplier must mention the delivery order number and be sent to:

      VWDS Accounting
      Quinta da Marquesa IV
      2950-677 Quinta do Anjo

      or for electronic invoices trough accounts.payable@vwds.pt with an indication of VWDS’s contact person.
    • 5.4 Payment of the price will be made in accordance with the conditions agreed between the Parties, within Thirty (30) days from the date of receipt of the respective invoice by VWDS, at the indicated location. The payment term may change upon agreement from both parties.
    • 5.5 Whenever, under the terms of the private tender process, the Supplier is obliged to provide bank guarantees, these must be issued by a banking institution accepted by VWDS.

    6. Audit, Supervision, and Information

    • 6.1 VWDS, or whoever it appoints, may, at any time, audit or supervise the activities carried out by the Supplier within the scope of the contract, in order to ensure that the Supplier’s obligations have been or are being fully complied with, and the Supplier has the right to be informed of any facts related to the supply of goods and equipment or the provision of services.
    • 6.2 The audit or supervision action referred to in the previous paragraph does not in any way diminish the Supplier’s responsibility regarding the performance of the contract, nor may it be invoked as a reason for non-compliance with the obligations assumed by the Supplier.

    7. Authorizations

    The Supplier undertakes to obtain and maintain valid, at its own expense and sole responsibility, all authorizations, licenses, registrations and/or approvals that, under the terms of the applicable legislation, it must obtain and maintain for the purpose of performing the contractual object.

    8. Environment and Environmental Safety

    • 8.1 The Supplier undertakes to comply with all legal requirements regarding the environment and environmental safety, to obtain all environmental licenses and/or authorizations necessary for the execution of the object of the contract and, as well, to immediately inform VWDS, in writing, of any facts or occurrences that may involve environmental liability.
    • 8.2 The Supplier shall be responsible for all costs, expenses or compensation arising from the failure to comply with any applicable environmental licenses, permits or legal and regulatory obligations.

    9. Insurance

    Without altering or limiting the obligations and liabilities arising from the contract, the Supplier is responsible to contract and maintain, at its own expense and for the duration of the contract, all insurances that are (or will be) agreed between the Parties or legally required.

    10. Intellectual property

    • 10.1 The contract does not grant the Supplier the right to use any brands, denominations, or logos of VWDS or any other company of the Volkswagen Group.
    • 10.2 The ownership of the intellectual property rights over any studies, reports or other documents produced by the Supplier within the scope of the contract, belong to VWDS under the contract work regime, and VWDS may use, reproduce, distribute, copy, communicate or make them available to the public, modify, transform, and revise them, in any media, media and forms, and for any purpose.  without the need to obtain the Supplier’s consent for any of these operations.
    • 10.3 The Supplier shall be responsible for ensuring that it holds, in favor of VWDS, all rights or licenses to use any patents, trademarks, registered projects and other intellectual property rights necessary for the performance of the contract, being responsible for complying with any obligations arising from its use (direct or indirect) and shall also ensure that it has the right to grant any sub-licenses to VWDS which are relevant for the performance of the contract.

    11. Personal data

    • 11.1 The Supplier is responsible to strictly comply with the Personal Data Protection current law and other applicable legislation on the processing of personal data and to process the personal data to which it has access through the execution of the contract, in strict compliance with VWDS’s Code of Conduct for Business Partners (available at https://www.vwds.pt/volkswagen-digital-solutions-code-of-conduct/) and exclusively for the purposes of the contract.
    • 11.2 The Supplier will not copy, reproduce, adapt, modify, alter, delete, destroy, disseminate, transmit, disseminate or in any other way make available to third parties the personal data to which it has access or is transmitted to it by VWDS under the contract, without having been expressly instructed to do so in writing by VWDS.

    12. Confidentiality

    • 12.1 The Supplier is responsible for keeping confidential the terms and conditions of the private tender process, as well as any information it obtains about VWDS, unless VWDS gives its consent to the disclosure of that information, or if such information is or becomes in the public domain, or if its disclosure results from legal or judicial imposition.
    • 12.2 VWDS is the sole and exclusive owner of all confidential information that may become known to the Supplier in the scope of the contractual relationship, and the Supplier may only use it exclusively for the purposes authorized by VWDS.
    • 12.3 The Supplier is responsible for keeping confidential information secure and duly protected against theft, damage, loss, and unauthorized access (including electronic access), and shall immediately notify VWDS if it becomes aware of any information that has been (or is likely to be) disclosed to or obtained by a third party and shall take steps reasonably necessary to mitigate any adverse effect of such disclosure.
    • 12.4 Confidentiality obligations shall continue for a maximum period of ten years after termination of the contract.

    13. Subcontracting, Assignment of Contractual Position and Encumbrance

    • 13.1 The Supplier may not subcontract third parties to perform any tasks included in (or necessary for) the contract without the prior written consent of VWDS. The Supplier shall be fully responsible for the fulfilment of all obligations assumed by third party subcontractors.
    • 13.2 The Parties may not assign, in any case and for any reason, in whole or in part, their rights and obligations arising from the contract, without the prior written consent of the other Party, without prejudice to the fact that VWDS may assign its contractual position to any company of the Volkswagen Group which may be consulted here.
    • 13.3 The Supplier may not, without the prior written consent of VWDS, assign, sell, lease, transfer or in any other way encumber, in whole or in part, the rights and obligations contractually established.

    14. Supplier Responsibility

    • 14.1 The Supplier shall be fully responsible for all technical deficiencies, omissions, imperfections or any other defects, errors and vices existing at the time of delivery, even if they do not appear until later, relating to (i) the execution, quality and/or service levels of the tasks and activities included within the scope of the object of the contract and/or (ii) the quality, shape and dimensions of the goods and equipment to be supplied or used within the scope of the contract.
    • 14.2 The Supplier is obliged to carry out, immediately and at its own expense, all replacements, repairs, and repetitions that are necessary to ensure that the goods and equipment and services comply with the requirements set out in the contract.
    • 14.3 If the necessary steps for replacement, repair or repetition are not carried out within a reasonable deadline set by VWDS, it will have the right to have the necessary replacements, repairs or repetitions carried out by third parties, and the respective costs will be incurred by VWDS, and duly proven, reimbursed by the Supplier.
    • 14.4 The Supplier shall also pay the agreed penalties and promptly indemnify VWDS for all costs and/or losses incurred by VWDS because of defective compliance or non-compliance with the directives of this clause.

    15. Non-Compliance

    • 15.1 The non-fulfilment of any obligations arising from these general terms by one of the Parties gives the other the right, at its discretion, to demand the fulfilment of the obligation or to terminate the contract and, in any case, to claim compensation for the damages suffered.
    • 15.2 The power of termination mentioned in the preceding paragraph may only be exercised if the defaulting Party does not comply with the obligations, after being warned by registered letter with receipt acknowledgment, about the fails to comply with the contractual obligation, within the period of eight days or a longer period that is set out in the warning letter.
    • 15.3 Without prejudice to the directives of the preceding paragraphs, VWDS may terminate the contract, with immediate effect, (i) to the maximum extent permitted by law, in the event of a declaration of insolvency, dissolution or liquidation of the Supplier, (ii) whenever the performance of the contract is interrupted for a period equal to or greater than seven consecutive or interpolated days or, if applicable, (iii) when the service levels are not achieved continuously for a period of 3 months or alternately during 6 months within a period of 12 months of contract.
    • 15.4 To the maximum extent permitted by Law, the Supplier may only terminate the contract, with immediate effect, if VWDS is delayed in the payment of the pecuniary obligations arising from the contract, of an accumulated amount equal to or greater than forty percent of the total amount of the agreed price, for a period of more than ninety days.
    • 15.5 Without prejudice to the directives of the following paragraph, the Party that causes the termination of the contract shall indemnify the other for all consequential damages that the latter suffers.
    • 15.6 In the event of termination of the contract by VWDS and considering that it is due to a fact attributable to the Supplier, the Supplier shall indemnify VWDS, as soon as requested by VWDS, for all costs and losses resulting therefrom, including loss of profits, interest on late payments, judicial and extrajudicial expenses.

    16. Communications

    • 16.1 All communications between the Parties in relation to the contract must be made in writing, by registered letter or e-mail, and addressed to the addresses of the registered office of the Parties, directed to their respective management or to another address indicated for this purpose in a subsequent written communication.

    17. Duration

    • 17.1 The contract will have the duration agreed between the Parties, terminating automatically at the end of the established term, without the need for termination or any other communication.
    • 17.2 Without prejudice of the directives of the preceding paragraph, the contract may be renewed by express agreement of the Parties.

    17.3 This General Conditions are effective from the time of the agreement celebration and remain valid until the termination of the last supply agreed between VWDS and the Supplier

    18. Termination of the Agreement

    At the end of the contract, regardless of the reason for which it occurs, the Supplier undertakes to (i) immediately deliver to VWDS, free of charge, all goods and equipment, documents and other elements of VWDS that are in the possession of the Supplier or third parties under the terms of the contract; (ii) comply with VWDS’s guidelines in order to allow the continuous operation of the services; and (iii) destroy all data that, within the scope of the contract, has been stored in the Supplier’s or third party’s computer system.

    19. Code of Conduct for Business Partners

    The Supplier declares to be aware and fully accept the content of the Code of Conduct for Business Partners of the Volkswagen Group, which is available on https://www.vwds.pt/volkswagen-digital-solutions-code-of-conduct/. The Supplier is responsible for acting in accordance with the Code of Conduct during the private tender process and during the execution of the contract.

    20. Anti-Corruption

    • 20.1 The Parties agree that they shall not offer, promise, give, request, accept or receive any bribes or kickbacks, whether directly or indirectly, in connection with this contract.
    • 20.2 Each Party represents and warrants that it has not, and shall not, engage in any bribery or corrupt practices, and shall comply with all applicable anti-bribery laws and regulations. Any breach of this clause shall constitute a material breach of the contract and may result in immediate termination, in addition to any other remedies available under law.

    21. Miscellaneous

    • 21.1 The non-exercise, the late or partial exercise of any right that VWDS has under the contract does not imply the waiver of that right nor does it prevent its subsequent exercise.
    • 21.2 VWDS may deduct from the payments to be made to the Supplier any amounts owed by the Supplier to VWDS under the contract, except when such deduction is legally inadmissible.
    • 21.3 The Parties agree to perform the commitments under the contract only to the extent permitted by the relevant national and international competition law and in compliance with all obligations arising therefrom, including, the directives related to merger control and prohibited practices between companies.
    • 21.4 The Supplier guarantees that it has not carried out, and is responsible for not performing, any acts during the execution of the contract that conflict with the directives of the private tender process, the contract, or the law.
    • 21.5 Neither through the private tender process nor through the contract, the Parties acquire any power to represent or act on behalf of the other one, both remain independent economic agents and are responsible for any damages caused by them, their employees, representatives, or representatives, to third parties.
    • 21.6 Unless the Parties agree in writing, the conclusion of the contract does not imply any regime of exclusivity of either Party towards the other and does not constitute any type of company, consortium, formal association, or legal grouping of companies.
    • 21.7 The contract is effective only between the Parties, and any third party is prohibited from availing itself of its directives, without prejudice of the binding of third parties to the fulfillment of the contract, under the terms and conditions of the contract.
    • 21.8 In the event that any of the directives of the contract is declared null and void or in any way invalid, ineffective or unenforceable by an authority competent for that purpose, such nullity, invalidity, ineffectiveness or unenforceability shall not affect the validity of the remaining directives, and the Parties agree, in good faith, on a new directive that replaces the former one and which, as far as possible, produces similar effects and does not affect the economic balance of the services.

    22. Law and the Competent Court

    • 22.1 The contract is subject to Portuguese law.
    • 22.2 In the event of a dispute arising from the contract or related to it, and when an amicable and negotiated solution is not possible, either Party may appeal, to the resolution of the dispute, through the District Court of Lisbon, with express waiver of any other.
    • 22.3 All disputes arising out of the contract or related to it that have a value exceeding EUR 500,000.00 (five hundred thousand euros) shall be definitively settled by institutional arbitration, to be held in Lisbon, in accordance with the Arbitration Rules of the Arbitration Centre of the Portuguese Chamber of Commerce and Industry (Centro de Arbitragem Comercial), by one or more arbitrators appointed under the terms of the Rules.

    23. Prevalence

    • 23.1 In case of contradiction the written contract will prevail over these terms.

    Version: 1.0
    Created on: May 15th, 2024.
    Updated on: –