ARTICLE 1 – PROPOSAL AND ACCEPTANCE
1.1. The written acceptance of the Order by the Supplier or the beginning of the Order’s execution by the Supplier will constitute acceptance by the Supplier of the Order and these General Conditions of Purchase.
1.2. Any modification of these General Purchase Conditions must be expressly accepted in writing by the Purchaser.
ARTICLE 2 – BONDS AND ADMISSION
2.1. The Supplier must execute the Order in accordance with the provisions of these General Terms and Conditions of Purchase. The Supplier shall provide the Purchaser with all the information that the Purchaser requests from time to time in relation to the Supplies and shall also promptly inform the Purchaser if, at any time, the Supplier is prevented or delayed or becomes aware of any circumstance that may put him in the situation of being unable or late in the execution of any portion of his Supplies.
2.2. The Purchaser reserves the right to change the Order at any time. Any variation of this kind will be carried out through a written revision of the Order, accepted in accordance with the procedures referred to in Article 1 above.
2.3. The Supplier may not assign, transfer, sub-contract or subcontract all or part of the Order without the prior written consent of the Purchaser and without the express written acceptance of the General Purchase Conditions and any other provision contained in the Order by the (depending on the case) transferee, buyer or subcontractor. The acceptance of the sale by the Purchaser and / or the sub-contractor does not release the Supplier from his responsibilities and obligations deriving from the Order.
ARTICLE 3 – DELIVERY
3.1. The Supplies must be delivered DDP – Delivered Duty Paid cleared to the address specified in the Order. The property on the Supplies will be transferred upon delivery to the address indicated in the Order. The passage of the risk related to the Supplies will pass to the Purchaser at the time of delivery, according to the terms of surrender just indicated.
3.2. Delivery will be deemed to have occurred when the Supplier has delivered the goods (in terms of description, quality and quantity) to the address provided in the Order. For each delivery made by the Supplier, a shipping document containing the same invoice information must be procured in duplicate by the Supplier, with the exception of the indication of the price. The Order must be considered executed when: (I) all the Supplies have been delivered and / or supplied in compliance with the provisions of the Order and have been accepted by the Purchaser; (II) all documents established in the Order and / or all documents and certificates required for the implementation and maintenance of the Supplies in accordance with the provisions in force have been received and accepted by the Purchaser.
3.3. The Supplies must be delivered on the date indicated in the Order. Partial or early deliveries will not be accepted without the prior written consent of the Purchaser.
ARTICLE 4 – DELIVERY PROGRAM – PENALTIES DELAY
If the Supplier does not respect the delivery program but the Purchaser decides not to resolve the Order, the Purchaser may request the Supplier, without prior notice, to pay a penalty in an amount equal to 1% of the value of the Order, excluding taxes, for each day of delay, up to a maximum, for each single hypothesis of delay, equivalent to 10% of the value of the Order. You will have automatic compensation between the value of the penalties and any sum still owed by the Purchaser to the Supplier, whether such sums are payable or not at the time when the compensation is made. The Purchaser’s right to request compensation for further damage is also waived, including in case of application and payment of the penalty for delayed delivery.
ARTICLE 5 – PARTIAL DELIVERY – DIFFERENCE IN DELIVERY
5.1. If the Supplier only consigns a part of the Order or if only a part of the delivery complies with the provisions of the Order, the Purchaser may, at his own option, apply the provisions of Article 4 limited to those parts of the Order delivered or diverged from the requirements set out in the Order.
5.2. In the event of a partial or different delivery, the provisions of this clause do not affect the Purchaser’s right to: (I) resolve the entire Order in accordance with the provisions of Article 16; (II) request compensation for any damage, loss, costs or expenses incurred as a result of the Supplier’s default; and / or (III) request the application of penalties calculated on the total value of the Order, excluding taxes.
ARTICLE 6 – SUPPLIER OBLIGATIONS BEFORE SHIPMENT
6.1. The Supplier will give the Purchaser or persons indicated by the Buyer free access to his own plant or to that of his subcontractors / sub-contractors or to any other place where operations related to the Order are carried out, with the purpose of allowing verification of the status of execution of the Order and its progress.
6.2. Employees or employees appointed by the Supplier will remain under the full responsibility of the Supplier even if, in order to perform the obligations undertaken with the Order, they must work with the Purchaser, or any of the Purchaser’s customers.
ARTICLE 7 – PACKAGING – TRANSPORT
7.1. The Supplier is responsible for packaging the Supplies and for verifying that the Supplies are assembled, packaged and protected in an appropriate manner.
7.2. The Supplier must draw up an inventory for each shipment. The inventory must contain all the details necessary to identify the packages (details of the order, type and quantity of the Supplies, name of the carrier, details of the shipment) as provided in the Order.
7.3. In the event that the Supplies should be damaged during their storage, transport, delivery or in any case before their acceptance, the Supplier undertakes to find and supply, at his own expense and danger, identical replacements for each damaged or lost item, within the terms foreseen in the delivery plan. The Purchaser, without prejudice to the exercise of rights or remedies provided by law due to such non-fulfillment, may, at his discretion, (a) terminate the Order without notice or indemnity; (b) reject the Supplies; (c) withhold payment in whole or in part.
ARTICLE 8 – PRICES
The prices indicated in the Order are all-inclusive, fixed and non-revisable, after deduction of the discounts, and in any case include (without exception): taxes and duties, storage, packing, insurance, customs duty and transport paid up to the delivery address . The currency of the amounts shown in the Order is also the payment currency. Prices are not subject to any form of revision, depending on changes in exchange rates or otherwise.
ARTICLE 9 – BILLING
9.1. The Supplier will issue invoices in three copies, to be delivered to the Purchaser at the address indicated in the Order.
9.2. The invoices must be accompanied by the documentation that proves the correct execution of the Order and must contain:
1) All references, number and date of the order, and of the related project;
2) A complete description of the Supplies, as well as the number and date of the delivery note;
3) The price of the Supplies, excluding taxes, the amount of VAT, taxes, insurance and customs duty, as well as the price inclusive of taxes and any applicable discounts;
4) The date by which payment must be made in application of the following Article 10; and, more generally, all the information that must be reported on the invoice in order to comply with the applicable legislation.
9.3. The Purchaser reserves the right not to accept incorrect invoices in the substance and / or in the form.
ARTICLE 10 – PAYMENT
10.1. Unless the Order provides otherwise and provided that the provisions of the Order are duly fulfilled, the invoices complying with the provisions of the preceding Article 9 will be paid within 90 days from the date of receipt.
10.2. The Purchaser will have the right to offset any invoice with any sum that the Supplier owes to the Purchaser under the Order or any other security.
10.3. The payment by the Purchaser of the price set in the contract for the delivered Supplies will not constitute acceptance of them and will not release the Supplier from his responsibilities and his obligations.
ARTICLE 11 – WARRANTY
11.1. The Supplier warrants to the Purchaser that the Supplies (I) are fully compliant with the provisions of the Order, specifications, projects and related documentation; (II) comply with the best industrial practices and applicable standards, as well as with applicable legislation (including any export regulations); (III) are free of any design, material, manufacturing, construction or installation defects; and (IV) are new and suitable for use as intended by the Purchaser.
11.2. The Guarantee will have a minimum duration of two years, starting from the date on which the Supplies are put into service (Article 13).
11.3. The Supplier undertakes to promptly replace, at its expense, any defective part of the Supplies. Any part replaced, according to the provisions of the contractual guarantee or any other guarantee provided by law, will be subject to the same warranty clause as per this Article 11. The costs of returning the defective parts to the Supplier will be charged to the Supplier. The Supplier undertakes to supply spare parts and any other parts that may be required during the entire operation of the Supplies. Should the Supplier fail to promptly remedy any defect or non-conformity, the Purchaser may directly provide all the necessary works, to be carried out at the Supplier’s expense.
11.4. The warranty period will be extended for the entire duration in which the Supplies are out of service, starting from the day on which the Purchaser has requested the Supplier to take action to remedy the defect or non-conformity until the date on which the Supplies question are put back into service. If a fundamental or principal part of an item of the Supplies requires repair or replacement during the Warranty period, the extension and renewal of the Warranty will extend to the entirety of this element of the Supplies.
ARTICLE 12 – LIABILITY AND INSURANCE
12.1. The Supplier shall be liable to the Purchaser and any third party, and shall indemnify and relieve the Purchaser against any loss, damage, cost and expense of any kind (whether direct, indirect, tangible, intangible, physical or economic, and whether they are suffered by the Purchaser, by the Supplier or by any third party), resulting from the violation by the Supplier of its obligations established by the Order or by an unlawful act or non-fulfillment. The Supplier will be liable for the consequences of its own failures even if attributable to its employees, managers, administrators, agents, subcontractors and / or suppliers.