GENERAL PURCHASE TERMS AND CONDITIONS
1. GENERALITY
1.1.The contractual relationship resulting from the completion of the order is governed by these conditions and by the specific conditions expressed in the order, as well as by the general and specific specifications concerning the execution of the order. Therefore, any conditions of sale in use at the Supplier that conflict with them shall not apply. Exceptions and additional conditions are only valid if agreed in writing.
1.2. The Vendor shall formalise its acceptance by returning the duly signed duplicate of the order. If the Customer does not receive a copy of the duplicate order, the execution of the supply shall in any case be deemed as acceptance of the general and special conditions under item 1.1.
1.3. By accepting the order, the Vendor undertakes to comply with all legal provisions on civil, tax, administrative, currency, customs, social security, etc. matters and consequently the Client cannot be held liable in any way for any irregularities on the part of the Vendor.
1.4.In the event of serious and evident circumstances that indicate that the Vendor is not in a position to ensure the fulfilment of its obligations, as well as in the event of bankruptcy, composition, receivership or admission to any insolvency proceedings against the Vendor or in the event of liquidation or transfer of the company, the Customer shall be entitled to terminate the contractual relationship by simple written notice.
1.5. Any conduct, even repeated conduct, on the part of one of the parties that does not comply with one or more of these conditions shall in no case prejudice the right of the other party to demand the application of these conditions at any time.
1.6. For any dispute between the parties inherent or consequent to the present contract the Court of Turin shall have exclusive jurisdiction. The applicable law shall always be the Italian law.
2. WARRANTY
Every supply is understood as being made with the Vendor’s guarantee that the goods supplied are free from defects of any kind, even those that are not apparent; reports of any defects or faults can be made by the Customer, notwithstanding the provisions of arts. 1495 and 1667, at any time. The provisions of item 8 below shall also apply.
3. FAILURES
In the event of non-fulfilment of any of these general terms and conditions of supply, the Customer reserves the right to retain the sum owed to the Vendor for any reason whatsoever, as partial compensation for damages.
4. ADVERTISING – TECHNICAL INFORMATION
4.1.The Vendor undertakes not to publicise its business relations with the Customer and to treat as confidential all technical, commercial or other information that comes to its knowledge in connection with the execution of the order.
4.2. Technical Information (as such shall be understood to include, in addition to the above, any type of technical or technological information or documentation, as well as models, prototypes, samples, equipment that the Customer makes available to the Vendor for the execution of its orders) shall remain the exclusive property of the Customer and may be used exclusively for the execution of the orders.
The Vendor shall be obliged to store them with the utmost care and to return them upon termination of the assignment or upon simple request, as well as to enforce any third parties’ obligations under this item 4.
5. INDUSTRIAL PROPERTY RIGHTS
The Vendor guarantees the freedom of use and trade of the material supplied, both in Italy and abroad, consequently assuming all liability towards the owners of patents or other industrial property rights, in this respect indemnifying and holding the Customer harmless from all actions of third parties.
6. SPECIFIC EQUIPMENT – MATERIALS ON CONSIGNMENT
6.1. The Specific Equipment (models, moulds, gauges, control equipment, as well as those so defined by the Customer, etc.) made available to the Customer’s Vendor for the fulfilment of the order assigned to it are understood to be transferred on loan (loan for use) pursuant to art. 1803 et seq. of the Italian Civil Code.In relation to the aforesaid Specific Equipment, the Supplier shall also:
a) register and mark them in such a way that their origin is unmistakable;
b) take all necessary measures for their good preservation and also provide at its own expense for their ordinary maintenance;
c) arrange at its own expense for adequate insurance against risks arising from fire, theft, tampering, vandalism, disasters and other risks of loss or damage. In any case, the Vendor shall be liable for the loss or deterioration suffered by said Equipment, if necessary by supplementing the Insurance indemnity;
d) promptly notify the Customer of any need for extraordinary maintenance, which must be agreed upon and authorised by the Customer in writing.
In the event that the need arises from unforeseeable circumstances or force majeure, wilful misconduct, even slight negligence, negligence and other causes attributable to the Vendor, all expenses shall be borne by the latter;
e) allow the Purchaser’s employees to check, during normal working hours, the state of preservation and use and compliance with these regulations.
7. QUALITY AND RELIABILITY OF SUPPLIES
7.1. The products supplied must be manufactured in conformity with the technical prescriptions (drawings, specifications, standards, tables, technical specifications, any samples made available to the Vendor by the Customer) and with the mandatory requirements in force.
7.2.The Vendor also undertakes to enclose with the supply that is the object of the order the control documentation required on the order itself (including “quality certificate and/or declaration of conformity”, “safety data sheet”, “indication of the batch to which it belongs”) or on the technical specifications received from the Customer.
8. ACCEPTANCE OF SUPPLIES
8.1. Without prejudice to the provisions of point 2 above, the simple delivery of goods shall not be considered as acceptance of the same unless the qualitative and quantitative conformity of the batches supplied has been ascertained and successfully checked by the Purchaser’s competent bodies.
8.2. In the case of defective or non-conforming materials, the Customer may either
a) obtain immediate replacement at the Supplier’s expense;
b) reject the supply without requesting replacement, thereby deeming the order cancelled with the right to immediate reimbursement of sums already paid.
8.3. Materials found to be non-conforming or delivered in greater quantity than ordered, the excess of which is not in the Customer’s interest, shall be made available to the Supplier by written notice. If the Vendor fails to collect the materials after 30 working days’ notice, they shall be returned at the expense and risk of the Vendor.
9. SHIPMENTS
9.1. The marking, packaging, labelling, identification, dispatch and transport of the ordered materials shall be carried out in accordance with the Customer’s instructions.
9.2. The delivery of the ordered materials for the purpose of ascertaining compliance with the delivery deadlines and the transfer of risk from the Vendor to the Customer shall take place upon delivery of the goods at the Warehouses and/or Destination Plants indicated in the order, if the transport is carried out by the Vendor.
9.3. The delivery terms agreed with the Vendor shall be specified in the individual orders and shall be binding.
9.4 In the event that the Vendor anticipates the prescribed deliveries on its own initiative (it being understood that, in any case, the delivery of the material must be agreed upon and authorised by the Customer), it shall be agreed that the relative payments shall be made considering as the starting date of the payment terms the date foreseen for the delivery and specified in the order or on the delivery schedule.
9.5. In the event that the punctual execution of the order is prevented by the occurrence of proven force majeure circumstances, the delivery periods shall be deemed extended for the duration of the force majeure event, provided the Vendor informs the Customer in good time in writing of the occurrence of the force majeure event and takes all measures to limit its effects. the client in writing of the occurrence of the circumstance and takes all measures to limit its effects. If the force majeure circumstance causes a delay that is incompatible with the production requirements of the purchaser, the purchaser shall have the right to terminate the order in whole or in part by simple written notice to the supplier.
9.6. In the event of delays that are not due to circumstances of force majeure, labour disputes, business interruptions beyond DEPURECO SRL’s control, uprisings, governmental measures and other unavoidable events, the Customer shall, in turn, have the option of:
a) to demand the execution of the order, in whole or in part, applying a conventional penalty of 1% for each week of delay on the value of the non-delivered goods, without prejudice to the right to compensation for greater damages;
b) procure from third parties, in whole or in part, the materials ordered, notifying the Supplier and charging the same for any greater costs;
c) terminate the order with immediate effect, notifying the Supplier accordingly, in accordance with Article 1456 of the Italian Civil Code.
9.7 In the event the Customer issues a new order for the same material prior to the delivery of the aforementioned with previous order, it shall be understood that the processing of orders shall be carried out chronologically by first delivering the goods of the previous order until it has been fully processed and then processing the following order.
10. DOCUMENTS ACCOMPANYING GOODS, INVOICES AND PAYMENTS
10.1. The Vendor shall be obliged to draw up the documents accompanying the goods for invoicing according to the tax and civil law in force and in the number of copies as requested by the Customer.
10.2. Goods accompanying document
10.2.1. In addition to what is indicated in point 10.1, the accompanying document must contain:
a) name and personal code of the Vendor
b) name and tax address of the Customer
c) place of destination (if different from that indicated in point b);
d) order number and date; .
e) description of the product as stated in the order;
f) unit of measurement and quantity of each lot shipped, number of packages constituting the lot and any other indication from the order.
Any documentation that must be supplied shall to all intents and purposes form an integral part of the supply subject to the order, failure to send the documentation may constitute valid grounds for rejecting the material sent of the work performed and, if the material is accepted and used by the Purchaser, notwithstanding this, the terms of payment of the relevant invoice shall run from the date of receipt of the still missing documentation.
10.3. Invoices.
10.3.1. Invoices shall be made out and sent in original to the administrative office of the Buyer and must cover products that are part of a single order.
10.3.2. They must also report:
a) Supplier’s master code
b) order number and date
c) number and date of the document accompanying the goods;
d) unit of measurement, quantity and description of the products sold as reported in the goods accompanying document.
10.4 Payments.
10.4.1. Payments shall be made in the manner stated in the order.
10.4.2. Drafts and/or bank receipts are not accepted unless expressly authorised by the Member.
10.4.3. If delivery of the goods takes place in the month following the invoice date, the payment terms shall run from the date of receipt of the goods.
10.4.5. If on one or more supply lots the non-conformity of materials is detected, the Customer shall proceed as established in point 8.2. (a) and shall have the right to suspend from the total payments due to the Vendor at that time, the payment of an amount equal to the value of the lots concerned until the Vendor makes the replacement.
11. PRICES
The prices indicated in the orders are fixed and invariable.
Unless otherwise agreed, prices are understood to be “duty paid” (DDP INCOTERMS 201O) and include the packaging necessary to guarantee the integrity of the product as agreed with the Customer. Value Added Tax (VAT) is excluded, unless otherwise specified. The Vendor shall bear all risks of loss or damage to the goods until they are received by DEPURECO SRL or its representative at the agreed place of delivery.
12. RETURNS
In the event of a termination as set forth in items 1.4., 9.5., 9.6.c), as well as termination of the relationship for any reason whatsoever, the Vendor shall immediately return to the Customer the Technical Information, Specific Equipment, materials on consignment (semi-finished products and raw materials) and prototypes.
13. SOCIAL RESPONSIBILITY AND ENVIRONMENTAL PROTECTION
The Supplier shall comply with the legal regulations concerning the treatment of employees, environmental protection and occupational health and safety and undertake to eliminate or at least minimise the negative effects of its activities on man and the environment. In this respect, the Supplier shall implement the necessary measures and actions to continuously reduce the environmental impact of its processes and operations, preferably an organisational model based on the principles of ISO 14001, in proportion to its possibilities.
Furthermore, the Supplier shall respect the principles of the UN initiative, in particular those relating to the protection of human rights at the international level, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discriminatory criteria in the recruitment of personnel, environmental responsibility and the prevention of corruption.
14. ACCESS TO THE PLANT, INSPECTION OF THE MATERIAL, SERVICE CONTROL
14.1 In order to enable the Purchaser to inspect the quality of the material covered by the order and to check and test the proper performance of the services covered by the order, having notified the Supplier of any such intention, the Supplier shall allow the Purchaser and its representatives (and shall obtain such a right from any authorised sub-suppliers) reasonable access to:
(a) all places where the material is manufactured or is in storage, and
(b) all places where services are performed.
14.2 If an inspection or audit is to be carried out at the premises of the Supplier or its sub-suppliers, the Supplier shall, at no additional cost to the Purchaser, provide adequate facilities and assistance to ensure the safety and comfort of the inspectors in the performance of their duties.
The Supplier shall permit the Purchaser’s representative or customer to have access to the premises used for the execution of the Purchase Order and to all relevant documentation pertaining to the requirements of the Purchase Order in order to verify the status and progress of production and to attend any inspections and checks. Such access shall not relieve the Supplier of any of its obligations.
15. ASSIGNMENT OF THE CONTRACT AND PROHIBITION OF SUBCONTRACT
15.1 Without the Purchaser’s prior written consent, the Supplier shall not assign or transfer (including change of ownership or control) or subcontract the purchase order or any interest, right and obligation arising out of or in connection with the said order to any third party. Any transfer of the purchase order by the Supplier in violation of the aforementioned condition shall be null and void and shall result in termination of the purchase order.
In such a case, the Purchaser shall be entitled to suspend payments to the Supplier and claim damages.
15.2 In the event that the Purchaser authorises the Supplier to assign or subcontract, the assignee or subcontractor shall be bound by the same terms and conditions as in the purchase order. In this case, the Supplier shall obtain in favour of the Purchaser, unless otherwise agreed upon in writing, a written undertaking from the
assignee or subcontractor to the Supplier to act in a manner consistent with the Purchaser’s integrity policies and to permit inspections or audits from time to time by the Purchaser or a third party designated by the Purchaser.
The Supplier shall nevertheless remain directly liable to the Purchaser for the proper performance of the work and jointly and severally liable with the assignee of the contract or subcontractor for all damages caused thereby.
Having read and understood, and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, we expressly approve clauses 1.2, 1.3, 1.4, 1.6, 2, 5, 6.1.d, 6.2, 9.2, 9.5.
The present document has been marked in the Quality Manual with the code 84PG01-5.