Terms & Conditions
ARTICLE 1 - THE PROPOSAL AND ACCEPTANCE
1.1. The written acceptance of the Order by the Supplier or the commencement of the Order by the Supplier will constitute acceptance by the Supplier of the Order and these Terms and Conditions of Purchase.
1.2. Any changes to these Terms and Conditions of Purchase shall be expressly accepted in writing by Buyer.
ARTICLE 2 - BONDS AND PERFORMANCE
2.1. The Supplier shall execute the order in accordance with the provisions in these Terms and Conditions of Purchase. The Supplier shall provide the Purchaser with all the information that from time to time require the Purchaser in connection with the Supplies and shall also promptly inform the Buyer if, at any time, the Contractor is prevented or delayed or become aware of any circumstances that may place it in the position of being prevented or delayed in the performance of any portion of their supplies.
2.2. The Purchaser reserves the right to vary the order at any time. Any change of this kind will be made through a written review of the Order, which was accepted in the manner referred to in Article 1.
2.3. The Supplier shall not assign, transfer, sub-contract or sub provide all or part of the Order without the prior written consent and without the express written acceptance of the General Terms and Conditions and any other provisions contained in the Order by of (as appropriate) the transferee, purchaser or subcontractor. The acceptance of the assignment by the Buyer and / or the subcontractor does not release the Contractor from his responsibilities and obligations under the Order.
ARTICLE 3 - DELIVERY
3.1. The supplies are to be delivered DDP cleared - Delivered Duty Paid at the address specified in the Order. The property on the supplies will be transferred at the time of delivery at the address specified in the Order. The passing of the risk relating to the supplies shall pass to Buyer upon delivery in accordance with the terms of surrender just mentioned.
3.2. Delivery shall be deemed to have occurred when the Supplier has delivered the goods (in terms of description, quality and quantity) to the provisions of the Order. For each delivery made by the Supplier, shall be procured by the Supplier in duplicate a shipping document containing the same information as the invoice, except for the indication of the price. The Order shall be deemed performed when: (i) all of the supplies have been delivered and / or provided in accordance with the provisions of the Order, and have been accepted by the Purchaser; (Ii) all of the documents set out in the Order and / or all of the documents and certificates required for the implementation and maintenance of supplies in accordance with the current provisions have been received and accepted by the Purchaser.
3.3. The supplies will be delivered on the date specified in the Order. We will not accept partial deliveries or deferred without the prior written consent.
ARTICLE 4 - SCHEDULE OF DELIVERY - CRIMINAL DELAY
If the Supplier fails to comply with the delivery schedule but the Purchaser decides not to terminate the Order, the Purchaser may require the Supplier, without any notice, the payment of a penalty in an amount equal to 1% of the value of ' Order, excluding taxes, for each day of delay, up to a maximum for each case of delay, equivalent to 10% of the value of the Order. You will have automatic compensation of the value of the penalties and any amount still due by the Purchaser to the Vendor, whether or not such payments are due at the time when the compensation is realized. And 'without prejudice to the Purchaser's right to seek compensation for further damages, even if application and payment of the penalty for late delivery.
ARTICLE 5 - PARTIAL DELIVERY - ANY FLAWS 'IN DELIVERY
5.1. If the Supplier delivers only a part of the Order, or if only part of the delivery is in accordance with the provisions of the Order, Buyer may, at its option, apply the provisions of Article 4 of the Order is not limited to those parties delivered to or different from the requirements laid out in the Order.
5.2. In the event of a partial delivery or fails to comply, the provisions of this clause shall not prejudice the right of the Purchaser: (i) terminate the entire Order in accordance with the provisions in Article 16; (Ii) claim compensation for any damage, loss, costs or expenses that has incurred due to the default of the Supplier; and / or (iii) require the application of penalties calculated on the total value of the Order, excluding taxes.
ARTICLE 6 - OBLIGATIONS OF THE CONTRACTOR BEFORE SHIPPING
6.1. The Supplier shall provide the Purchaser or to persons designated by the Purchaser free access to its facility or at one of its subcontractors / suppliers or to any other place where operations are carried out related to the Order, with the purpose of allowing you to check the status of execution of the Order and its progress.
6.2. Employees or appointed by the Supplier shall remain under the full responsibility of the Supplier even if, in order to perform the obligations assumed under the Order, must work at the Purchaser or any of Purchaser's customers.
ARTICLE 7 - PACKING - SHIPPING
7.1. The Supplier is responsible for packaging of supplies and verify that the supplies are assembled, packaged and protected in a suitable manner.
7.2. The Contractor shall prepare an inventory for each shipment. The inventory should contain all the details necessary to identify the packages (details of the order, type and amount of supplies, carrier's name, details of the shipment) as set forth in the Order.
7.3. For the case where the supplies were to be damaged during its storage, transport, delivery or prior to their acceptance, the Supplier shall obtain and provide, at its expense and danger, identical replacements for each item lost or damaged by the terms provided in the delivery schedule. The Purchaser, without prejudice to the exercise of rights or remedies provided by law because of such a failure, may, at its option, either (a) terminate the Order without any notice or compensation; (B) reject the Supplies; (C) withhold payment in whole or in part.
ARTICLE 8 - PRICES
The prices are all inclusive in the Order, fixed and non-revisable, after deducting discounts, and in any case include (without exception): taxes, storage, packaging, insurance, customs duty and carriage paid to the delivery . The currency of the amounts listed in the Order is also the currency of payment. Prices are not subject to any form of review, as a function of changes in exchange rates or otherwise.
ARTICLE 9 - BILLING
9.1. The Supplier will issue invoices in triplicate, to be delivered to the Purchaser at the address specified in the Order.
9.2. Invoices shall be accompanied by documentation which proves that occurred proper execution of the Order and must contain:
1) All references, number and date of the order, and the project;
2) A complete description of the supplies, as well as the number and date of the bill of lading of the shipment;
3) The price of supplies, before tax, the VAT amount, taxes, insurance and customs duty, as well as the price inclusive of taxes and any applicable discount;
4) The date by which payment must be made in accordance with Article 10 of the following; and, more generally, all the information that must be included in the invoice in order to comply with applicable regulations.
9.3. The Purchaser reserves the right not to accept bills not correct in substance and / or form.
ARTICLE 10 - PAYMENT
10.1. Unless the order provides otherwise and provided that the provisions of the Order are fulfilled regularly, invoices comply with the provisions referred to in Article 9 shall be paid within 90 days from the date of receipt.
10.2. Buyer shall have the right to offset any bill with any sum that the Supplier to the Purchaser in accordance with the Order should or in any other capacity.
10.3. The payment by the Buyer of the price specified in the contract for supplies delivered shall not constitute acceptance of and they will not release the Supplier from any of its responsibilities and its obligations.
ARTICLE 11 - WARRANTY
11.1. The Supplier warrants that the Supplies to the Purchaser (s) are fully compliant with the provisions of the Order, specifications, plans and related documentation; (Ii) comply with industry best practices and applicable standards, as well as to the applicable law (including any regulation of exports); (Iii) are free from defects in design, materials, workmanship, construction or installation; and (iv) are new and appropriate use that the Purchaser intends to do.
11.2. The Guarantee will have a minimum duration of two years from the date on which the Supplies are put into service (Article 13).
11.3. The Supplier agrees to promptly replace, at its expense, any defective part of the Supplies. Any part replaced under the provisions of the contractual warranty or any other warranty required by law, will be subject to the same warranty clause referred to in this Article 11. The costs of returning the defective parts to the Supplier shall be borne by the Supplier. The Supplier agrees to provide replacement parts and any other part that may be required during the entire operation of the Supplies. If the Supplier fails to timely implement to remedy any defect or non-conformity, the Purchaser will be able to directly provide all the necessary works to be realized at the expense of the Supplier. 11.4. The warranty period will be extended for the duration in which the supplies are out of service, from the day on which the Buyer has requested the Supplier to take action to remedy the defect or noncompliance until the date on which the Supplies in question are called into service. If a main or essential part of an item of supplies require repair or replacement during the warranty period, the extension and renewal of the warranty will extend to the whole of this element of the Supplies.
ARTICLE 12 - LIABILITY 'AND INSURANCE
12.1. The Supplier shall be liable to the Buyer or any third party, and shall indemnify and detect harmless the Purchaser against any loss, damage, costs and expenses of any nature (whether it be for any direct, indirect, tangible, intangible, physical or cost, and whether they are suffered by the Purchaser, the Supplier or any third party) resulting from the breach by the Supplier of its obligations laid down by the Order or by a wrongful act or failure to act. The Supplier shall be responsible for the consequences of its breach, even if attributable to its employees, officers, directors, agents, subcontractors and / or suppliers.
12.2. The Contractor shall maintain insurance coverage of the type and for the amounts required under applicable law and the normal practice of the industry, including, but not limited to, the liability insurance of workers and the employer for workplace injuries, insurance for civil liability or responsibility of the manufacturer and insurance for damage to persons or property. The Supplier shall, within seven (7) days of receipt of a written request from Buyer, (i) appoint and maintain the Buyer as additional insured in respect of such insurance policies, and (ii) provide Buyer with certificates of insurance evidencing coverage in its policies, insurers, policy numbers, types and levels of coverage.
ARTICLE 13 - COMMISSIONING
If the Order provides that the Supplier (or a third party under the control of the Supplier) ensures the assembly and / or commissioning (commissioning) of the Supplies, the parties agree that such activities will have to include all services necessary to lay the Supplies in the state to be able to operate properly in accordance with the provisions of the Order and the requirements of the Purchaser and shall include all benefits and performance tests required by the Purchaser or by the end customer to put the supplies into commercial service.
ARTICLE 14 - CONFIDENTIALITY
14.1. Any design, documentation, know-how or information of any nature transmitted by Buyer to Supplier, during the negotiations and execution of the Order (together, referred to collectively as "Information") shall be deemed confidential, will remain in the ownership of the Buyer and must be returned to the Purchaser upon completion or termination of the Order. The Supplier shall not use any information for purposes distinct from the execution of the Order, except that the Supplier has received the prior written permission of the Purchaser. The Supplier shall treat such information as strictly confidential and will not, either before or during or after the completion of the Order, disclose or communicate such information to any third party or otherwise use the information directly or indirectly, in whole or in part .
14.2. The information relating to the Supplies, the Supplier provides the Purchaser in relation to the Order, shall not be considered confidential.
ARTICLE 15 - PROPERTY RIGHTS 'INTELLECTUAL AND INDUSTRIAL
15.1 All models, projects, equipment or other items covered by intellectual and / or industrial use, which are transmitted by the Purchaser to the Supplier to perform the Order will remain in the exclusive ownership of the Purchaser and shall be returned to the Buyer when the 'it is executed or if the order is terminated for any reason.
15.2. It 'absolutely forbidden the reproduction of these elements or the production of identical equipment, unless Buyer has given his express permission.
15.3. The Supplier irrevocably assigns to Buyer all right, title and interest in any part of the world, on any know-how, trade secrets, ideas, technical information, design, pattern, trademark, formula, process, device, equipment, production technique, software, code, manual or other works that may be protected by copyright or patents, which exclusively or on a joint are designed, manufactured, used or learned by the Supplier in the course of any work carried out for behalf of the Purchaser.
15.4. The Supplier warrants that the Supplies do not violate any rights of third parties and that the Supplier has all licenses, authorizations and permits required to build and deliver the supplies in accordance with the Order and that the use of supplies by the Purchaser and Buyer's customers do not in any way constitute infringement of intellectual property rights of any third parties. The Contractor shall defend, indemnify and detect fully indemnify the Purchaser against any claim, loss, damage, costs or other expenses incurred by third parties in connection with the supply to the Purchaser or the use of supplies by the Purchaser or Buyer's customers.
ARTICLE 16 - TERMINATION AND CANCELLATION
16.1. If the Supplier is in breach of any obligation placed by the Order, or if the Supplier is unable to meet its debts, states that he is insolvent or commences any insolvency proceedings against it in any order, the Buyer may terminate Order immediately by giving formal written notice. Such a resolution shall be without prejudice to any accrued rights and remedies in favor of the Purchaser.
16.2. During the execution of the Order, the Buyer has the right to unilaterally withdraw from the Order, in whole or in part, without explanation why. Upon such termination, the Parties shall agree on an indemnity in favor of the Supplier on the basis of direct costs that are a direct consequence of the withdrawal and will have to be provided by the Supplier within 30 days after the notice of withdrawal. The Buyer shall not be liable to the Supplier for any loss of profit, loss of opportunity, or for other losses and / or expenses in any way arising out of or related to the cancellation of the Order.
ARTICLE 17 - SUSPENSION
The Purchaser reserves the right to suspend the execution of the Order at any time. The suspension will be effective from the time of notification in writing by the Purchaser to the Supplier. During the period of suspension, any obligation under the Order will be suspended, with the exception of those concerning the risevatezza and intellectual property rights. During the suspension period, the Supplier will be responsible for the safekeeping of the Supplies.
If, for some reason that does not consist in a case of force majeure or failure by the Supplier, the suspension continues for more than 3 months, the Supplier shall be entitled to compensation for their additional expenses (documented in writing), in which the Supplier is committed to cuase of the suspension.
ARTICLE 18 - INSPECTION AND VERIFICATION
The Purchaser reserves the right to conduct, either alone or with the end customer (or their representatives), inspections and checks on supplies before shipment and during the production process and to make, at any time, comments on the process. If the results of such inspection or verification should give the Buyer reason to believe that the products are not or will not comply with any of the guarantees offered by the Supplier to the Purchaser under Article 11, the Purchaser will notify the Supplier within seven (7) rounds of inspection or verification, and the Supplier shall immediately adopt (at no cost or expense to Buyer) all actions necessary to ensure the conformity of the Supplies. The Purchaser shall have the right to request and attend additional tests, verifications and inspections.
ARTICLE 19 - HEALTH, SAFETY AND ENVIRONMENT
19.1. The Supplier warrants that the Supplies are manufactured and delivered in compliance with applicable regulations regarding health, security on labor and environmental standards in force at the time of delivery. The Contractor shall comply with, and adhere to, all the provisions and requirements laid out by the EU and other laws and regulations concerning the packaging, labeling, transportation and disposal of both hazardous substances both electronic equipment. Hazardous substances must be marked by the supplier with the / s Symbol / s International / s Danger and must state the name of the substance in English and the local language, if necessary. The shipping and other documents shall include the declaration of danger, and the name of the substance in English and the local language, if necessary. These goods must be accompanied by emergency information in English in the form of written instructions, labels or marks. The Supplier shall obtain and affix the "CE" mark for all the goods as required by any law or regulation and equip them with the Declarations of Conformity are required. Any information known by the Supplier or reasonably available to it in relation to any danger or potential in the transportation, handling or use of the goods to be supplied by the Supplier or in relation to the provision of services, shall be promptly notified by the Supplier Purchaser.
19.2. IlFornitore is responsible for any damage to the environment or to health and safety in the workplace that are caused by supplies, whether or not they conform to current legislation. The Supplier shall indemnify the Purchaser for any loss, damage, cost or expense related to such harm to the environment or to the health and safety at work. The Supplier shall bear all the consequences of tangible, intangible and financial damages arising from any of this kind, including the cost of replacing supplies.
ARTICLE 20 - JURISDICTION - APPLICABLE LAW
Any dispute arising from or connected with the Order, including any question regarding its existence, validity or termination, will be referred to the exclusive jurisdiction of the Italian courts; exclusive jurisdiction of the Court in which the Purchaser. The Order is governed by Italian law, with the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.
ARTICLE 21 - GENERAL PROVISIONS
21.1. If any provision of the Order is held by any court of competent jurisdiction, to be invalid, illegal or unenforceable for any reason, such provision shall be excluded and the remaining provisions of the Order shall remain in full force and binding in the same way that assuming that the Order should be made full provision invalid, illegal or ineffective eliminated.
21.2. No waiver by either party to enforce any rights arising out of any violation of the Order shall be deemed a waiver of any subsequent breach of the same or other provisions.
21.3. Any communication that is necessary for a party to transmit to another during the execution of the Order must be in writing and shall be addressed to the other party at its registered office, its head office or any other address that in due course be was shown to the other party at the address of which carry communications.
21.4. The Order and its appendices constitute the entire agreement of the parties, which supersedes all prior agreements, representations and agreements by and between the parties relating to the subject matter of the Order. The Order also prevails on any non-conforming provision contained in any applicable purchase order, before or after, covering the same subject matter of the Order.
21.5. The parties do not intend to bind with any provision of the Order, no person who is not a party to this Order.
21.6. In the Order, the following words and expressions shall have the meanings set out here:
"Order" means the order in which these General Purchasing Conditions are attached;
"Purchaser" means the party identified as the Buyer in the Order;
"Supplier" means the party identified as the Supplier Order;
"Supplies" means the goods and / or services to be supplied under the Order, as more specifically described in the Order; and
"Guarantee" means the guarantee offered by the Supplier in accordance with Article 11.
In accordance with Art. 1341 of the Italian Civil Code, the Contractor specifically approves in writing the terms referred to in Articles 4, 5, 7, 16, 17 and 20 of these General Conditions of Purchase
SUPPLIER'S SIGNATURE: _______________________