Terms and Conditions of Purchase - WGC Spain
General Terms and Conditions of Purchase
from Westlake Compounds Spain and its affiliated companies, hereinafter referred to as the buyer ("Buyer")
General provisions
1.1 The following General Terms and Conditions of Purchase shall apply to all purchases made by the Buyer, whether purchases, work orders, etc. (hereinafter: "Purchases"). In the event of an ongoing business relationship with the contractor, these General Terms and Conditions of Purchase shall apply to all contracts entered into during that business relationship. Individual contractual agreements shall prevail over these General Terms and Conditions of Purchase. This shall only apply to those provisions for which an individual agreement exists. These General Terms and Conditions of Purchase shall apply to all other provisions for which no individual agreement exists. Individual agreements must be in writing.
1.2 These General Terms and Conditions of Purchase shall apply exclusively; any general terms and conditions of the contractor that conflict with or deviate from these General Terms and Conditions of Purchase shall not apply unless the Buyer has expressly agreed to their applicability in writing. These General Terms and Conditions of Purchase shall also apply if the Buyer accepts the contractor's supplies without reservation, knowing that the contractor's terms and conditions conflict with or deviate from these General Terms and Conditions of Purchase.
1.3 All agreements between the Buyer and the contractor will be made in writing.
1.4 These General Purchase Conditions will only apply to businesses and not to consumers.
1.5 All supplies and services must comply with all applicable laws, regulations, and provisions (hereinafter referred to as "Regulations"), including, but not limited to, safety and security regulations (including regulations on international supply chain security, such as Article 28(1)(d) of Commission Implementing Regulation (EU) 2015/2447), workplace and facility safety, and health and environmental protection. All supplies and services must conform to the Buyer's specifications and applicable standards and regulations and be provided in accordance with the current state of the art. The safety regulations applicable at the Buyer's premises and specified in work permits or other authorizations must be strictly observed by the Contractor's employees, and the safety and environmental instructions of the Buyer's security, protection, or other personnel must be followed. The contractor has prepared appropriate risk assessments for the activities of its employees and the work equipment used on the Buyer's premises, in accordance with Law 31/1995 of November 8, on Occupational Risk Prevention. The work equipment provided by the contractor is suitable and properly maintained for the activity. The contractor's employees possess the appropriate qualifications, training, and skills in occupational health and safety to carry out the activities safely. Any hazards that the contractor's employees may pose to third parties during activities on the Buyer's premises must be agreed upon in advance with the Buyer's safety representative. The execution of activities by the contractor's employees, in accordance with safety regulations, must be supervised by the contractor's supervisors. The contractor's employees may only use scaffolding if a competent person from the contractor has authorized its use. The contractor will immediately inform the safety representative.
The Buyer will be liable for any work-related accident that occurs on the Buyer's premises and involves the contractor's employees, and will cooperate in the assessment of the accident.
1.6 As a company committed to the principle of responsible corporate behavior and sustainable development, the Buyer also expects the contractor to comply with all applicable laws, rules, codes and regulations, and to act in accordance with the highest level of diligence appropriate to the relevant industry.
1.7 All necessary and customary documents, records, descriptions, and drawings are included in the relevant order and will be provided by the Contractor to the Buyer at no additional cost. Furthermore, the Contractor irrevocably transfers all rights (except copyright) to all work results arising from this contract to the Buyer free of charge. The Contractor will grant the Buyer, free of charge, a transferable and unrestricted right to use any copyrighted work result in any way. With respect to the use of the work results, the Contractor will indemnify and hold the Buyer harmless from all claims arising from the infringement of third-party intellectual property rights. If the exploitation of the work results requires intellectual property rights that the Contractor held prior to the effective date of this contract, the Contractor will grant the Buyer free, transferable, and sublicensable rights to use such intellectual property rights. The Contractor will promptly inform the Buyer in writing of such intellectual property rights.
1.8 The review of the contractor's plans, documents, records or other services by the Buyer will not establish any contributory liability on the part of the Buyer; the contractor's liability for defects will not be affected.
1.9 The contractor shall be responsible for the supplies and services provided by subcontractors in the same way as for its own supplies and services.
Confidentiality
2.1 The contractor undertakes, during the term of the contractual relationship arising from this order and thereafter, to maintain the confidentiality of the trade and business secrets disclosed by the Buyer (such as illustrations, drawings, calculations, specifications and other documents), as well as any knowledge and results derived therefrom (hereinafter, "Information"), not to make the Information available to third parties, to use it only for the fulfillment of its obligations under this order and not to exploit, directly or indirectly, in whole or in part, the intellectual property of the Information in any way.
2.2 The contractor shall also impose the obligations set out in section 2.1 above on its employees, legal representatives and executive assistants.
2.3 The obligations set out in section 2.1 above shall not apply to information that, without the contractor's contribution, was publicly available before its disclosure by the Buyer or subsequently became publicly available, or was lawfully made available to the contractor by an independent third party not subject to any confidentiality obligation.
- Delivery time
3.1 The delivery date specified in the order is binding.
3.2 The contractor shall be obliged to inform the Buyer, without undue delay and in writing, if he becomes aware of circumstances that indicate that the agreed delivery time or execution date cannot be met.
3.3 In the event of a delay in delivery, the Buyer shall have the right to exercise its legal rights. These include the right to claim damages and the right to terminate the contract after a reasonable period of time has elapsed without results. If the Buyer claims damages for breach of contract, the contractor shall have the right to demonstrate to the Buyer that it has not been at fault.
Prices, payment terms
4.1 The price stated in the order is binding. Unless otherwise agreed in writing, the price includes DDP (Incoterms 2020) delivery to the specified destination. The Buyer is only obliged to return the packaging if explicitly agreed upon.
4.2 The Buyer may only process the shipping documents and pay the invoices if the order number appears on the shipping documents and invoices, in accordance with the Buyer's order specifications; the contractor will be liable for all consequences arising from failure to comply with this obligation, unless it can prove that it has not incurred fault.
4.3 The Buyer shall have the rights of compensation and retention to the extent permitted by Articles 453, 454 and 1195-1202 of the Spanish Civil Code.
Inspection for defects - Liability for defects
5.1 If the object of the Acquisition is goods, the Buyer shall be exempt from the obligation to carry out an incoming goods inspection immediately upon receiving the goods, unless the defects are obvious and easily recognizable at a glance.
5.2 In the event of defects, the statutory limitation period shall begin to run again after the defect has been remedied; this shall also apply to parts that are functionally related to the defective part and where a detrimental influence of the defective part cannot be ruled out.
5.3 If the Buyer notifies the contractor of a defect within the limitation period, the limitation period for the Buyer's claims will be suspended until the contractor has definitively rejected them in writing.
5.4 The place of performance will always be the place where the Buyer accepts the goods, as specified in the order; in the case of delivery with assembly, the place of use.
5.5 The Buyer is obliged to inspect the goods within a reasonable time to detect any deviations in quality and quantity. In the event of defects, the claim will be considered timely if received by the contractor within 3 weeks of receipt of the goods or, in the case of hidden defects, from the date of their discovery.
5.6 The Buyer shall be entitled to all claims for defects provided for in applicable law; in any event, the Buyer shall have the right to require the contractor, at its option, to remedy the defect by repair or delivery of a new item. The right to claim damages, in particular damages in lieu of performance, is expressly reserved.
5.7 If the contractor fails to properly fulfill its obligation to repair without a justified refusal, if it seriously and definitively refuses to repair, if the repair has failed, if there is a risk of loss of use, or if the remedy of the defect cannot be postponed for other reasons, the Buyer shall be entitled to remedy the defect itself or through a third party, at the contractor's expense and risk, and to demand reimbursement from the contractor for the necessary expenses. In all other respects, the statutory provisions shall apply. The Buyer's other rights arising from defects or warranties shall not be affected.
5.8 The limitation period shall be 36 months, unless the law establishes a longer period, calculated from the moment of the transfer of risk.
5.9 The Contractor shall assume the risk of accidental damage to and loss of all services provided under this Contract until acceptance or delivery. If delivery has been agreed upon or is to be made, and only portions of the work are delivered for use, the Contractor shall conduct an inspection with the Buyer regarding the partial use/delivery. Neither this inspection nor the partial use/delivery shall constitute acceptance. Its sole purpose is to determine the progress of the work and to allow for a possible claim for damages that may occur subsequently. If the Buyer has already used portions of the work prior to acceptance, the Contractor shall not be liable for damage caused by the Buyer's fault. Normal wear and tear and other risks arising from use by the Buyer shall be borne by the Buyer.
Reservation of title
6.1 If the Buyer provides parts or materials to the contractor, ownership of those parts or materials will remain with the Buyer. The processing or transformation by the contractor will be carried out on behalf of the Buyer. If the parts or materials provided by the Buyer are processed together with other items not belonging to the Buyer, the Buyer will acquire co-ownership of the new product in proportion to the value of its parts or materials (purchase price plus VAT) relative to the value of the other items processed at the time of processing.
6.2 If the parts or materials supplied by the Buyer are inseparably mixed with other elements not belonging to the Buyer, the Buyer shall acquire co-ownership of the new product in proportion to the value of the reserved material (purchase price plus VAT) relative to the value of the other elements mixed at the time of mixing. If the mixture is made in such a way that the contractor's element must be considered the principal one, it is agreed that the contractor shall transfer proportional co-ownership to the Buyer; the contractor shall retain sole ownership or co-ownership on behalf of the Buyer.
- Responsibility
7.1 The legal provisions will apply.
7.2 If the contractor is responsible for damage caused to a product, it shall be obliged to indemnify and hold harmless the Buyer, upon simple demand, against all claims for damages from third parties, to the extent that the cause of such damage is within the scope of the contractor's control and organization and the contractor is responsible to the third party.
7.3 Within the scope of its liability for damages, the contractor shall also be obliged to reimburse any expenses incurred by the Buyer as a result of or in connection with any withdrawal action undertaken by the Buyer. The Buyer shall inform the contractor of the content and scope of the withdrawal measures to be taken, to the extent possible and reasonable, and shall give the contractor the opportunity to express its views thereon. The Buyer's other legal claims against the contractor shall not be affected.
7.4 The contractor shall obtain and maintain product liability insurance with overall coverage of at least 5 million euros for personal injury or property damage; if the Buyer is entitled to claim additional damages, these shall not be affected.
Place of jurisdiction - Place of compliance
8.1 For the resolution of any dispute arising from these General Terms and Conditions of Purchase, the parties submit to the courts of the city of Madrid (Spain).
8.2 Spanish law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The current version of the Incoterms issued by the ICC shall be considered the trade terms.
Saint Perpètua of Mogoda, October 2025