GENERAL TERMS AND CONDITIONS OF PURCHASE
1. GENERAL PROVISIONS
1.1. The contractual relationship arising from the acceptance of an order shall be governed by these General Terms and Conditions, by the specific terms set out in the order, and by any applicable general or specific specifications relating to the performance of the order. Any terms and conditions of sale applied by the Supplier that conflict with the foregoing shall be deemed invalid. Any deviations from or additions to these terms shall be valid only if agreed in writing.
1.2. The Supplier shall formally confirm its acceptance by returning a duly signed copy of the order. If the Buyer does not receive such signed copy, performance of the order by the Supplier shall in any event constitute acceptance of the general and specific terms referred to in Section 1.1.
1.3. By accepting the order, the Supplier undertakes to comply with all applicable laws and regulations relating to civil, tax, administrative, foreign exchange, customs, social security and other relevant matters. Accordingly, the Buyer shall not be held liable in any way for any non-compliance or irregularity attributable to the Supplier.
1.4. If serious and evident circumstances arise indicating that the Supplier may be unable to fulfil its obligations, or in the event of bankruptcy, composition with creditors, extraordinary administration, admission to any insolvency proceedings involving the Supplier, liquidation or sale of the business, the Buyer shall be entitled to terminate the contractual relationship by written notice.
1.5. Any conduct by either party, even if repeated, that is inconsistent with one or more of these terms shall under no circumstances prejudice the other party’s right to require strict compliance with such terms at any time.
1.6. Any dispute between the parties arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the Court of Turin, Italy. This contract shall be governed exclusively by Italian law.
2. WARRANTY
The Supplier warrants that all goods supplied shall be free from defects of any kind, including latent defects. By way of derogation from Articles 1495 and 1667 of the Italian Civil Code, the Buyer may notify the Supplier of any defect or non-conformity at any time. The provisions of Section 8 below shall also apply.
3. BREACH OF CONTRACT
In the event of a breach of any of these General Terms and Conditions of Purchase, the Buyer reserves the right to withhold any amount due to the Supplier, on any grounds, as partial compensation for any resulting damages.
4. PUBLICITY – TECHNICAL INFORMATION
4.1. The Supplier undertakes not to disclose or publicize its business relationship with the Buyer and shall treat as confidential all technical, commercial or other information that becomes known to it in connection with the performance of the order.
4.2. “Technical Information” shall include, in addition to the information referred to above, any technical or technological information or documentation, as well as models, prototypes, samples and equipment made available by the Buyer to the Supplier for the purpose of performing the Buyer’s orders. All such Technical Information shall remain the exclusive property of the Buyer and may be used solely for the performance of those orders.
The Supplier shall keep such Technical Information with the utmost care and shall return it when the purpose for which it was provided has ceased to apply or at any time upon request by the Buyer. The Supplier shall also ensure that any third parties involved comply with the obligations set out in this Section 4.
5. INDUSTRIAL PROPERTY RIGHTS
The Supplier warrants that the goods supplied may be freely used and marketed in Italy and abroad without infringing any patents or other industrial property rights. The Supplier shall assume full liability towards the holders of any such rights and shall indemnify and hold the Buyer harmless against any claims or actions brought by third parties.
6. SPECIFIC EQUIPMENT – MATERIALS SUPPLIED FOR PROCESSING
6.1. Any specific equipment, including models, moulds, gauges, inspection equipment and any other equipment identified as such by the Buyer (“Specific Equipment”), made available by the Buyer to the Supplier for the performance of an order shall be deemed to be provided on loan for use (“comodato”) pursuant to Article 1803 et seq. of the Italian Civil Code.
With respect to such Specific Equipment, the Supplier shall also:
a) record and identify it in such a way that its ownership and origin are unequivocally clear;
b) take all necessary measures to ensure its proper preservation and, at its own expense, carry out routine maintenance;
c) at its own expense, obtain adequate insurance against fire, theft, tampering, vandalism, natural disasters and any other risk of loss or damage. In any event, the Supplier shall remain liable for any loss of or damage to such Specific Equipment and shall, where necessary, make up any shortfall in the compensation paid by the insurer;
d) promptly notify the Buyer of any need for extraordinary maintenance. Such maintenance must be agreed with and authorized by the Buyer by means of a written order. Where the need for such maintenance arises from an act of God or force majeure, wilful misconduct, fault, including minor fault, negligence or any other cause attributable to the Supplier, all related costs shall be borne by the Supplier;
e) allow the Buyer’s representatives, during normal working hours, to inspect the condition and proper use of the Specific Equipment and to verify compliance with the provisions of this Section.
6.2. The obligations set out in Section 6.1 shall also apply, with any necessary adaptations due to their different nature, to materials, including semi-finished products and raw materials, made available by the Buyer to the Supplier for processing in connection with the performance of an order.
7. QUALITY AND RELIABILITY OF SUPPLIES
7.1. The products supplied shall be manufactured in accordance with the applicable technical requirements, including drawings, specifications, standards, tables, technical documentation and any samples made available by the Buyer to the Supplier, as well as with all applicable mandatory requirements.
7.2. The Supplier shall also provide, together with the goods covered by the order, all inspection and quality documentation required by the order or by the technical specifications provided by the Buyer, including, where applicable, quality certificates and/or declarations of conformity, safety data sheets and batch identification information.
8. ACCEPTANCE OF SUPPLIES
8.1. Without prejudice to the provisions of Section 2 above, delivery of the goods shall not in itself constitute acceptance. Acceptance shall take place only after the Buyer’s competent departments have inspected the goods and confirmed the qualitative and quantitative conformity of the batches supplied.
8.2. If any materials are defective or non-conforming, the Buyer may, at its discretion:
a) require their immediate replacement at the Supplier’s expense; or
b) reject the goods without requesting replacement, in which case the relevant order shall be deemed cancelled and the Buyer shall be entitled to an immediate refund of any amounts already paid.
8.3. Any materials found to be non-conforming, or any quantities delivered in excess of those ordered that the Buyer does not wish to retain, shall be made available for collection by the Supplier following written notice. If the Supplier fails to collect such materials within 30 working days from the date of the notice, they may be returned at the Supplier’s expense and risk.
9. DELIVERIES
9.1. The marking, packaging, labelling, identification, shipment and transport of the ordered materials shall be carried out in accordance with the Buyer’s instructions.
9.2. For the purposes of determining compliance with the agreed delivery dates and the transfer of risk from the Supplier to the Buyer, where transport is arranged by the Supplier, delivery shall be deemed to take place when the goods are delivered to the warehouse and/or plant specified as the destination in the order.
9.3. The delivery dates agreed with the Supplier shall be specified in each individual order and shall be binding.
9.4. If the Supplier delivers the goods ahead of schedule on its own initiative, provided that any early delivery must in all cases be agreed with and authorized by the Buyer, the applicable payment terms shall nevertheless run from the delivery date originally specified in the order or Delivery Schedule.
9.5. If timely performance of the order is prevented by duly substantiated circumstances of force majeure, the delivery deadline shall be extended for the duration of the force majeure event, provided that the Supplier promptly notifies the Buyer in writing of the occurrence of such event and takes all reasonable measures to mitigate its effects.
If the force majeure event results in a delay that is incompatible with the Buyer’s production requirements, the Buyer shall be entitled to terminate the order, in whole or in part, by written notice to the Supplier.
9.6. In the event of delays not caused by force majeure, labour disputes, interruptions of business activities beyond the control of DEPURECO SRL, riots, government measures or other unavoidable events, the Buyer shall be entitled to exercise any of the following remedies:
a) require performance of the order, in whole or in part, and apply a contractual penalty equal to 1% of the value of the undelivered goods for each week of delay, without prejudice to the Buyer’s right to claim compensation for any additional damages suffered;
b) procure the ordered materials, in whole or in part, from third parties, after notifying the Supplier, and charge the Supplier for any additional costs incurred; or
c) terminate the order with immediate effect by notifying the Supplier, pursuant to Article 1456 of the Italian Civil Code.
9.7. If the Buyer issues a new order for the same material before the material covered by the previous order has been delivered, the orders shall be fulfilled in chronological order. Delivery under the earlier order shall therefore be completed before delivery under the subsequent order.
10. SHIPPING DOCUMENTS, INVOICES AND PAYMENTS
10.1. The Supplier shall prepare all shipping documents relating to the goods and all invoices in accordance with applicable tax and civil law requirements and in the number of copies requested by the Buyer.
10.2. Shipping Documents
10.2.1. In addition to the requirements set out in Section 10.1, each shipping document shall state:
a) the Supplier’s name and master data code;
b) the Buyer’s name and registered tax address;
c) the place of destination, if different from the address indicated under point b);
d) the number and date of the order;
e) the product description as stated in the order;
f) the unit of measurement and quantity of each batch shipped, the number of packages making up the batch and any other information required by the order.
Any documentation required to be supplied shall, for all purposes, form an integral part of the supply covered by the order. Failure to provide such documentation may constitute valid grounds for rejecting the goods supplied or the work performed as part of the relevant service. If the goods are nevertheless accepted and used by the Buyer, the payment terms applicable to the corresponding invoice shall commence on the date on which the outstanding documentation is received.
10.3. Invoices
10.3.1. Invoices shall be issued to and sent in original form to the Buyer’s administrative office and shall cover products relating to one order only.
10.3.2. Invoices shall also state:
a) the Supplier’s master data code;
b) the number and date of the order;
c) the number and date of the relevant shipping document;
d) the unit of measurement, quantity and description of the products sold, as stated in the shipping document.
10.4. Payments
10.4.1. Payments shall be made in accordance with the terms and methods specified in the order.
10.4.2. Bills of exchange and/or bank receipts shall not be accepted unless expressly authorized in writing.
10.4.3. If the goods are delivered in the month following the invoice date, the applicable payment terms shall commence on the date the goods are received.
10.4.5. If one or more batches are found to contain non-conforming materials and the Buyer proceeds in accordance with Section 8.2(a), the Buyer shall be entitled to withhold, from any payments then due to the Supplier, an amount equal to the value of the affected batches until the Supplier has completed their replacement.
11. PRICES
The prices stated in the orders are fixed and not subject to change.
Unless otherwise agreed, prices shall be understood as Delivered Duty Paid (DDP Incoterms 2010) and shall include the packaging required to ensure the integrity of the products in accordance with the arrangements agreed with the Buyer. Value Added Tax (VAT) is excluded unless otherwise specified.
The Supplier shall bear all risks of loss of or damage to the goods until they are received by DEPURECO SRL or by one of its representatives at the agreed place of delivery.
12. RETURN OF PROPERTY
In the event of termination pursuant to Sections 1.4, 9.5 and 9.6(c), or upon termination of the contractual relationship for any other reason, the Supplier shall immediately return to the Buyer all Technical Information, Specific Equipment, materials supplied for processing, including semi-finished products and raw materials, and prototypes.
13. SOCIAL RESPONSIBILITY AND ENVIRONMENTAL PROTECTION
The Supplier shall comply with all applicable laws and regulations relating to the treatment of employees, environmental protection, and occupational health and safety, and shall undertake to eliminate or, where this is not possible, minimize the negative effects of its activities on people and the environment.
To this end, the Supplier shall implement the measures and actions necessary to continuously reduce the environmental impact of its processes and operations. Where proportionate to its capabilities, the Supplier is encouraged to adopt an organizational model based on the principles of ISO 14001.
The Supplier shall also comply with the principles of the relevant United Nations initiative, in particular those relating to the protection of internationally recognized human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discriminatory practices in recruitment and employment, environmental responsibility and the prevention of corruption.
14. ACCESS TO FACILITIES, INSPECTION OF MATERIALS AND MONITORING OF SERVICES
14.1. For the purpose of enabling the Buyer to inspect the quality of the materials covered by the order and to monitor and test the proper performance of the services covered by the order, upon prior notice to the Supplier, the Supplier shall grant the Buyer and its representatives reasonable access to the locations specified below and shall obtain equivalent access rights from any authorized subcontractors:
a) all locations where the materials are manufactured or stored; and
b) all locations where the services are performed.
14.2. If an inspection or audit is to be carried out at the premises of the Supplier or any of its subcontractors, the Supplier shall, at no additional cost to the Buyer, provide suitable facilities and assistance to ensure the safety and reasonable convenience of the inspectors in the performance of their duties.
The Supplier shall allow the Buyer’s representatives or customers to access the premises used for the performance of the purchase order and all relevant documentation relating to the requirements set out in the purchase order, for the purpose of verifying the status and progress of production and attending any inspection or test. Such access shall not relieve the Supplier of any of its obligations.
15. ASSIGNMENT AND SUBCONTRACTING
15.1. Without the Buyer’s prior written consent, the Supplier shall not assign or transfer, including through any change of ownership or control, or subcontract to any third party, the purchase order or any interest, right or obligation arising out of or relating to such purchase order.
Any assignment of the purchase order made by the Supplier in breach of this provision shall be null and void and shall result in termination of the order.
In such circumstances, the Buyer shall be entitled to suspend payments to the Supplier and claim compensation for any damages suffered.
15.2. If the Buyer authorizes the Supplier to assign or subcontract any part of the purchase order, the assignee or subcontractor shall be required to comply with the same terms and conditions applicable to the purchase order.
Unless otherwise agreed in writing, the Supplier shall obtain a written undertaking from the assignee or subcontractor, for the benefit of the Buyer, confirming that it will act in accordance with the Buyer’s integrity policies and will permit, as required, inspections or audits by the Buyer or by third parties appointed by the Buyer.
The Supplier shall in all cases remain directly liable to the Buyer for the proper performance of the work and shall be jointly and severally liable with the assignee or subcontractor for any damage caused.
Having read and understood them, the parties expressly approve, for the purposes and effects of Articles 1341 and 1342 of the Italian Civil Code, the following clauses: 1.2, 1.3, 1.4, 1.6, 2, 5, 6.1(d), 6.2, 9.2 and 9.5.
This document is identified in the quality manual under the code 84PG01-5