General purchase conditions for minor contracts

These general conditions for minor procurement shall apply directly to minor contracts formalised by Transports de Barcelona SA, Ferrocarril Metropolità de Barcelona SA, Projectes i Serveis de Mobilitat SA, TMB SL and the TMB Foundation, hereinafter TMB, with its contractors or suppliers, in accordance with the provisions of Law 9/2017 on public sector procurement (hereinafter LCSP), and any other applicable regulations.

The specific documents that TMB may formulate for each contract, such as the tender application or the order, will be complementary to these conditions, and in the event of contradiction will prevail over them.

The clauses and conditions of the contractor or supplier, whatever their nature, shall only apply to the extent that they are accepted in writing by TMB.

Any modification of the administrative data stipulated in current orders must necessarily be accepted by TMB.

All supplies, works or services carried out or provided by the contractor or supplier will imply tacit acceptance of these general conditions.

In any case, the initiation of fulfilment of the order shall imply absolute compliance on the part of the contractor or supplier with these general conditions for minor procurement, and with the particular conditions reflected in the order.

The prices correspond to those previously agreed with the contractor or supplier, and are valid for the entire period of validity of the order, regardless of the date of delivery of the goods or service, always within the economic and temporal parameters set out in the LSCP. Likewise, the unit prices of each line include, on a pro rata basis, all additional expenses previously accepted by TMB, and which, if applicable, are not itemised in the corresponding order line. All taxes and industrial profits must be included within the price, except for VAT, which will be calculated separately.

The price will cover all expenses up to delivery to TMB facilities.

The bid will be valid for a period of 3 months, unless otherwise stated.

The order delivery period should be indicated; if not it will be determined by TMB.

Bidders submitting bids at the request of TMB must be up to date with their tax and social security obligations, and not be subject to any prohibition on entering into contracts with public entities. Likewise, the bidder must not be in debt with TMB and must meet the necessary solvency and technical conditions, in accordance with their business purpose, for the provision of the service/work/supply tendered for.

3.1. In order to exercise functions pertaining to it through its corresponding departments, TMB may:

• Interpret the general conditions for minor contracts, descriptive technical documents and/or other documents and conditions that are established in the contract or in official provisions.
• Require and verify the existence of the means and organisation necessary for the execution of each type of contract.
• Develop inspection systems for the monitoring of works, supplies, facilities and services, introducing any appropriate modifications that may be required to improve the planned objectives.
• Process any incidents that may arise during the performance of the contract.

3.2. The contractor must present, at the request of TMB and within a maximum period of 5 calendar days, the documents that prove they are up to date with their tax, social security, work, health and safety and occupational risk prevention obligations, and the documentation showing that they have no debts with TMB or AMB, as well as the professional accreditation that authorises them to carry out the contract.

3.3. The contractor is responsible for the work carried out by its staff, and has a duty to respect confidentiality and professional secrecy, which both the staff and the contractor must uphold in relation to any information that is provided by, or otherwise obtained from, TMB. Likewise, and in accordance with the provisions of Article 5 of the Framework Act on Personal Data Protection and the Guarantee of Digital Rights, they shall be required to uphold this duty, even after the termination of this contract.

3.4. The contractor is required to execute the contract directly, unless TMB expressly authorises the subcontracting of part thereof, in accordance with the provisions of General Condition 13.

3.5. The contractor is responsible for the work carried out by its staff.

TMB reserves the right to ask the successful bidder, through the designated representative and by means of communication, to put right any deficiencies that may be found in the development of the work that do not meet the agreed or promised quality level.

The successful bidder must act on this instruction within a maximum of 48 hours from receipt of the notification, taking the appropriate decisions, including the removal of any worker whose continued involvement may jeopardise the correct development of the contracted service, in accordance with the provisions of these administrative clauses and technical specifications.

3.6. The contractor shall appoint a director or manager responsible for the performance of this contract who shall be the sole interlocutor in the location where the contract is being executed, undertaking the command, control and supervision of all its staff.

At the request of TMB, the contractor shall notify the appointed staff or persons within a period of 5 days from the acceptance of the commission.

3.7. If TMB deems it appropriate, at the contractor’s request, to temporarily cede the use of certain premises or offices for changing rooms, storage rooms or work areas, the contractor shall avoid using said spaces for any reason other than those for which they were requested. The premises will be fitted out by the successful bidder in accordance with current regulations, and when returned should be in at least the same condition as when first handed over. Any improvements made will be the property of TMB, and there shall be no recourse to compensation for the successful bidder.

3.8. As the contractor’s staff are not required to intervene in railway operations, TMB shall be exempt from any liability for any accidents that said staff may suffer due to the passage of trains or manoeuvres, and if TMB should have to assume any financial obligations, these will be passed on to the contractor, who will be obliged to cover them and reimburse TMB. This amount may also be deducted from the price to be paid, and should this occur once the contract has been terminated, the contractor’s obligation to reimburse this amount to TMB shall remain effective.

3.9. The contractor or supplier guarantees that the goods they undertake to supply and, where appropriate, manufacture, within the scope of the contract, will not infringe on patents, trademarks or any other prevailing industrial or intellectual property privilege registered by third parties, thereby holding TMB harmless from any claims for this reason. In customised software developments, the source or proprietor code may end up being owned by TMB.

TMB is fully responsible for undertaking, in a continuous and direct way, the inspection and monitoring of the contracted service, without prejudice to the possibility of entrusting these duties to a specialised company.

To this end, the successful bidder shall ensure that those responsible for the TMB inspection are able to visit and examine any process or stage of the subject matter of the contract, as well as provide the necessary means for them to carry out the aforementioned functions on the contractor's premises.

Natural or legal persons, whether Spanish or foreign nationals, who meet the requirements and comply with the obligations referred to in current regulations, may compete on their own behalf or through duly authorised representatives. In particular, they must be in possession of the corresponding administrative permits necessary for the execution of the contract.

Failure to comply with the provisions of this paragraph will result in the termination of the contract or non-acceptance in the procedure.

In order to take part, it is necessary for the business purpose of the bidder, regulated in its articles of association or business purpose, to include undertaking activities such as the one being contracted.

If these general conditions for minor procurement are not met, the proposal will not be accepted or will be excluded, in accordance with the stage the procedure is at.

The contractor is obliged to comply with the provisions of the TMB Code of Ethics and Conduct, adopting any measures necessary to implement all the principles, values and rules included within it. This Code of Ethics can be found at www.tmb.cat, in the “Transparency” section.

The contract manager shall be the person designated by TMB for that purpose. This person shall be responsible for monitoring, overseeing compliance, streamlining and resolving any incidents during the execution of the contract, as well as for its final settlement.

Any plans or documents that the director or site manager delivers to TMB in relation to the execution of this contract will become the property of TMB.

TMB also acquires all industrial and/or intellectual property rights that may derive from the purpose of this contract or from any other complementary or auxiliary items that form a part of it. As a result, TMB may make any records that it deems fit for the protection of its rights, in Spain or abroad, and TMB may even be authorised to transfer its rights to third parties.

As for the documentation to be submitted, the successful bidder may exempt everything that affects the elements subject to patent or licence and the manufacturer’s “know-how,” acquiring in this event the commitment to provide information on the second source suppliers, lists and references, and to submit any documentation relating to the manufacture of these items once their supply has been waived.

TMB is fully responsible for undertaking, in a continuous and direct way, the inspection and monitoring of the contracted service, without prejudice to the possibility of entrusting these duties to a specialised company.

To this end, the successful bidder shall ensure that those responsible for the TMB inspection are able to visit and examine any process or stage of the subject matter of the contract, as well as provide the necessary means for them to carry out the aforementioned functions on the contractor's premises.

The people referred to in the above paragraph will have unfettered access to all the places where the contracted work is being carried out. Inspection of the performance of the contract may be carried out both during its performance and on its completion.

The contractor must provide TMB with all the technical documentation relating to the contract. These documents shall be considered included in the bid price.

The contractor must train TMB staff in the use and maintenance of the acquired elements. The successful bidder shall provide training to TMB staff in a place and on a date previously established by common agreement between the parties. This training shall be considered included in the bid price.

The supplier guarantees TMB the technical operating and quality specifications under which it expressly agrees to deliver the order or under which it promotes, on the date of the order, the products or services required. The supplier shall provide the corresponding independent certifications that certify this.

If, during the guarantee period, faults or defects in the execution of the contract are identified, TMB may demand that the contractor carry out any actions required, including the replacement or repair of goods, the demolition, repair or reconstruction of works or installations executed, and in this case TMB will be exempt from the obligation to pay for the actions carried out. Unless otherwise established, the different guarantee periods will be the following:

• Supplies: 24 months.
• Repairs: 12 months.
• Works: 10 years.
• Studies or projects whose purpose is to design a certain good or installation: until the end of the construction or test period.

If during the guarantee period the subject matter of these specifications is not suitable for the intended purpose due to any faults or defects observed attributable to the contractor, and there is the presumption that the actions provided for in the previous section will not be sufficient to rectify this situation, the contract may be terminated before the end of the said period, with TMB being exempt from the obligation to make payment, or having the right, where appropriate, to recover the price paid. This obligation is accepted without prejudice to any other legal responsibilities that may arise.

In the event of difficulties performing the contract for reasons not attributable to TMB, the contract may not be subject to modification or rebalancing, except with the prior agreement of TMB.

10.1. The contractor shall be liable for compensation for any damages that arise from third parties as a result of its acts or omissions.

It will also be the responsibility of the contractor to pay compensation for any damage caused to TMB, or its staff, for the same reasons.

10.2. The contractor shall be responsible for all claims concerning the industrial, intellectual or commercial ownership of the materials, procedures and equipment used in the contracted supplies, and in relation to the result of its activity it will be obliged to compensate TMB for any damages that may arise in claims.

10.3. Responsibility for the materials, their transport, and their risk, shall be borne by the contractor who will ensure they are looked after in the place where they are kept, provided that the project does not state otherwise.

10.4. Notwithstanding the responsibility that those responsible for the inspection or supervision of work by TMB may have, any modifications that are not duly authorised in writing by TMB shall result in liability on the part of the contractor, who shall be obliged to redo the part of the work affected by them, without receiving any kind of payment from TMB.

10.5. In the event that the installation is destroyed due to defects in construction or in the elements supplied before being definitively delivered to TMB, the contractor undertakes, at its cost and expense, to repair the element and/or restore the installation.

10.6. Irrespective of the foregoing, the contractor shall be liable, with all its present and future assets, for any repairs that must be carried out in the installations due to assembly or manufacturing defects.

The contractor shall submit the invoice in accordance with the terms established in the current regulations on invoicing, within a maximum period of 15 days from the date of the effective delivery of the goods or performance of the work or service concerned. Inexcusably, all invoices must indicate the corresponding order number.

The payment will be made on the 15th and 30th of the month in the case of Ferrocarril Metropolità de Barcelona SA, and Projectes i Serveis de Mobilitat SA and on the 20th and 30th of the month in the case of Transports de Barcelona SA, TMB SL and TMB Foundation (or on the next working day), provided that all the necessary documentation has been received and in accordance with the service or supply within 5 days before the due date.

Payment will be made by bank transfer within the deadlines established by current regulations. The payment period will begin on the accounting date of the invoice. Wire transfers and endorsements are not accepted. The system indicated may vary according to the indications set out in the specific procurement documents.

The contractor shall be obliged to comply with the current billing legislation established under Act 25/2013, Order ECO 306/2015 of 23 September 2015, and any other regulations that may come into force, providing a proforma or delivery invoice for the services, works or supplies provided. and once the acceptance code has been obtained, an electronic invoice shall be issued.

For the purposes described above, the work or installation executed shall be accredited by means of monthly certification of the work actually carried out.

Completion of work will be accredited by means of a liquidation certificate.

The invoice submitted by the successful bidder may not include any items that are not included in the budget presented to TMB and approved by this company.

The successful bidder undertakes to modify, at the request of TMB and based on its internal management needs, the invoicing system in accordance with current regulations. Payments to subcontractors and suppliers must be made under the terms and conditions established in the public procurement regulations.

To this end, TMB may, at any time during the procedure, require the successful bidder to provide a detailed list of subcontractors and suppliers, with the conditions related to the established payment period, as well as documentary proof of compliance with those conditions.

These obligations are considered an essential condition of execution, and failure to fulfil them may lead to the imposition of penalties, especially with regard to delay in the submission of the required data.

Revision of pricing will not be accepted, unless expressly stated in the specific procurement documents, and never beyond the limits of the LCSP for minor procurement.

The successful bidder may not transfer, either totally or partially, their contractual position to third parties in any way, unless the express written consent TMB has been obtained in advance.

In the event of subcontracting, the subcontracting to be carried out must be made known to TMB in writing, specifying which parts of the contract to be performed by the subcontractor.

Subcontracting shall always require the express authorisation of the procurement body.

Subcontractors shall be accountable only to the main contractor, who shall therefore assume full responsibility for the performance of the contract before TMB, strictly in accordance with the general conditions for minor procurement and the terms of the contract.

Under no circumstances may the contractor agree partial execution of the contract with persons affected by suspension of qualifications, or who are disqualified from entering into contracts.

The successful bidders shall be required to pay the subcontractors and suppliers the mutually agreed price under terms and conditions that are no less favourable than those indicated by TMB in these General Terms and Conditions for Minor Procurement.

The successful bidder is obliged to carry out the tender and subsequent procurement.

When the contractor, for reasons attributable to it, runs into delays and does not complete the work within the contracted period, TMB may choose, depending on the circumstances of the case, to terminate the contract or to impose daily penalties at a ratio of 0.60 euros per 1,000 euros of the contract price, excluding VAT. / 3% of the cost of the material not delivered, calculated per week or fraction of week of delay, unless otherwise agreed.

With regard to the amount indicated as a penalty when the contractor has incurred a delay, or has totally or partially failed to fulfil its contractual obligations, TMB may issue an invoice for said amount as penalties that may be deducted from subsequent payments to the successful bidder.

Delays caused by force majeure shall result in the extension for all effects and for as long as the delays continue, of the deadlines agreed if communicated to TMB within a period of eight days from the date on which they arise. If the contractor should fail to meet the deadline without previously informing TMB of this situation, the consequences of the delay will be borne by the contractor rather than TMB.

TMB may include other penalties, which will be set out in the specific procurement documentation.

In the event that the penalties applied should reach 5% of the contract price, TMB may terminate the contract and require the contractor to pay all the damages that the delay, total or partial non-compliance, or termination of the contract have caused, or may reasonably cause, to TMB, without prejudice to any applicable clauses of the LCSP.

The contractor, irrespective of the foregoing, shall be held liable with all its present and future assets, for:

1. Any necessary repairs to buildings, due to construction defects.
2. Any expenses resulting from the need to demolish and reconstruct units of works and/or installations that have already been executed due to construction defects.
3. Any expenses resulting from having to reject supplies due to manufacturing defects.
4. The circumstances provided for in Article 1591 of the Civil Code.

In the absence of more specific regulations, the specifications contained in the general conditions for minor procurement will apply to TMB works and installations.

The contractor is obliged to comply with the current provisions in the field of work, social security, occupational risk prevention and migration, and with the terms relating to minimum health and safety provisions in works projects, established by RD 1627/1997, of 24 October 1997, if the purpose of the contract entails installation work.

When required to do so, the contractor will draw up a workplace health and safety plan in which the provisions contained in the study or basic study are analysed, studied, developed and supplemented, depending on their own system for execution of the installation. This study will also include proposals for alternative and duly technically grounded prevention measures, proposed by the contractor, which under no circumstances may result in a reduction in the protection levels provided for in the basic study or study.

The health and safety plan must be approved, before the start of the installation work, by the TMB health and safety coordinator. The plan may be modified by the contractor according to the installation execution process, the evolution of the work and any possible incidents or modifications that may arise during the installation, but always with the express approval of the TMB coordinator.

However, the health and safety plan will be available in the place of execution of the work at the permanent disposal of the works management team and all those involved, persons or bodies responsible for prevention in the companies involved, and workers' representatives, who may submit, in writing and giving reasoned arguments, any suggestions or alternatives they deem appropriate. To this end, the health and safety plan will be available at the installation at all times.

Failure to comply with these obligations by the contractor or its staff shall not imply liability of any kind on the part of TMB, and in the event that it is held responsible, the contractor shall compensate TMB for the corresponding amount.

16.1. Price: all expenses (costs, goods, transport, packaging, etc.) will be included in the price, differentiating any taxes.

16.2. Quantity: amounts in excess of the amount requested in the order will not be accepted, unless expressly authorised by TMB.

The whole of one order may be considered complete if less than 5% of the requested amount is missing, provided that the contractor or supplier indicates that is the case in the final delivery, and it is expressly authorised by TMB.

TMB is not accountable for any shortage of material that may occur before delivery.

16.3. Period: the dates indicated in the order for the only, or the first and the last delivery, will always be considered as deadlines. No advanced deliveries will be accepted unless expressly requested or authorised by TMB. TMB may amend the deadlines, giving prior notice.

For an order to be considered delivered within the established time period, it must have been completed within this same period, meeting the requested quality and/or quantity stipulations.

For delivery purposes, the date of receipt will be the date the delivery or supporting document is accepted by TMB.

Acceptance of delivery is only valid for the purposes of receipt and not for quality or quantity which will subsequently be verified by TMB.

In cases where the quality is not satisfactory, all expenses incurred during the quality check will be borne by the company, including those corresponding to the cost of the necessary analyses.

In the event that the delivery is not accepted by TMB’s quality control, any costs and delays that may arise will be attributable to the supplier.

16.4. Acceptance of the order: the supplier has a period of 5 calendar days, counting from the order date, to inform TMB of any observations or anomalies detected in the order received. Once the above-mentioned period has elapsed, the order shall be deemed accepted for all purposes.

Once the order has been accepted, under no circumstances may it be claimed that it does not correspond to the initial tender made.

16.5. Delivery

The supplier undertakes to deliver the goods or products detailed in the order, and must deliver all the documentation relating to the same as required by TMB.

Deliveries will be made in the place, time and way indicated in the order, and must be in keeping with the quantity, quality and characteristics detailed in the order. On delivery of the goods or products in the order, TMB will sign the delivery note.

The packaging, transport, loading and unloading of the goods or products detailed in the order will be carried out in a convenient and appropriate way, under the responsibility of the supplier and at their cost.

The supplier will be liable to TMB and to third parties for any damages that may be caused in the packaging, transport, loading and/or unloading operations, even if they were not carried out directly by the supplier, holding TMB totally harmless.

For each payment to be made to the successful bidder, TMB may require, together with the invoice, the successful bidder’s social security contribution slips for their staff (TC1/RLC) and (TC2/RNT (list of employees), stamped by a bank or savings entity, or certification issued by the corresponding territorial treasury confirming that it is up to date with payment of social security contributions and a sworn statement that all its workers who provide a service to TMB for the purpose of this contract are registered for social security, as well as being up to date with the payment of salaries and all the remuneration corresponding to these workers.

TMB shall consider the invoice not to have been received if the documents listed above have not been received, in the case that their submission has been demanded.

The successful bidder undertakes to modify, at the request of TMB and based on its internal management needs, the invoicing system in accordance with current regulations. Payments to subcontractors and suppliers must be made under the terms and conditions established in the public procurement regulations.

To this end, TMB may, at any time during the procedure, require the successful bidder to provide a detailed list of subcontractors and suppliers, with the conditions related to the established payment period, as well as documentary proof of compliance with those conditions.

These obligations are considered an essential condition of execution, and failure to fulfil them may lead to the imposition of penalties.

The following shall be grounds for termination of the contract:

1. Death or unexpected incapacity of the individual contractor or termination of the legal personality of the successful bidder.
2. By mutual agreement between TMB and the contractor.
3. Delay in meeting deadlines on the part of the contractor and if the start date for the performance of the contract is more than two months after the award date.
4. Breach of any other essential contractual obligations. All essential and non-ancillary obligations for the performance of the contract shall be understood as essential.
5. The successful bidder is affected by any of the prohibitions on contracting with the public sector.
6. For breach of the contract or for not adjusting its supplies to its deadlines, conditions, characteristics or schedules.
7. Due to irregularities in the behaviour of the contractor’s staff, provided that they were not due to force majeure, that result in a lack of the contracted supplies for more than two consecutive days or three non-consecutive days within a period of ten calendar days, or five non-consecutive days within a period of ten calendar days.
8. Any omission or breach of the tax, social security or occupational risk prevention rules observed by TMB.
9. Due to declaration of bankruptcy or declaration of insolvency in any other procedure.
10. For preventing or not facilitating the performance on the part of TMB of the inspection, monitoring and supervision functions referred to in this document.
11. The reasons indicated in current regulations.
12. Any other reasons indicated in the applicable regulations.

In accordance with personal data protection regulations, both TMB and the successful bidder undertake to comply with the procedures and obligations established therein, in the event that the purpose or performance of the contract should entail the processing of personal data.

The relationship between TMB and its contractors is subject to these regulations:

• Law 9/2017 of 8 November on Public Sector Contracts (“LCSP”).
• All other applicable provisions.

Both parties agree to submit to the jurisdiction of the courts of the city of Barcelona.

In order to resolve matters relating to the execution and termination of contracts, the interested parties may turn to the civil courts.

General terms and conditions for minor procurement approved by the Procurement Committee on the 9th of January 2024.