General purchase conditions
- Validity and efficiency The present ” general purchase conditions” ( “the general conditions”) constitute an intergral part of whatever purchase order ( the order) settled with the supplier of goods or services (the supplier) destined to Termogomma S.r.l., (the buyer), without any need of further agreements and are intend valid, efficient and operating if not differently decided in the order itself. The general purchasing conditions are accepted as known or knowlable by the supplier, independently from his subscription. The supplier waives the right of use of the eventual general selling conditions , or documents with a similar subject.
- Conclusion of the contract– the order constitutes the manifestation of the contracting willing, and as such, the only juridically document binding for the buyer, besides the other present general purchasing conditions, assuming that, in the case of disagreement between the general purchasing condition and the order, the latter prevails. The contract is considered concluded from the receiving act of the order confirmation ( “order confirmation”) by the buyer, undersigned for acceptance by the supplier without modifications or reservations regarding the order, or, without the order confirmation, where the supplier starts the execution of the order. If, instead within 10 days from the emission of the order date , this acceptance has not reached neither the buyer, or the supplier has started the execution, the order will be considered decayed and without effects. The buyer will have the right to consider non concluded the contract. Eventual modifications reported in the order confirmation regarding what is contained in the order, will not be considered valid and efficient unless they have been expressly written approved by the buyer. L’Acquirente si riserva il diritto di modificare il proprio Ordine ovvero di revocarlo prima della ricezione della Conferma d’Ordine inviata dal Fornitore ovvero qualora non sia iniziata l’esecuzione del contratto.
- Execution and terms of delivery- the supplier guarantees that the goods and/or the services object of the supply comply with the characteristicsa and specifications, even functional, required by the buyer and resulting from the order and its eventual attachments, which the supplier has accepted without reservations. In any case the good and/or the required services must be perfectly made and answer the in force law and regulation dispositions , besides being compliant with the technical rules in force each time. The buyer has the right to proceed in any moment, even by the supplier, to verify the technical,qualitative and quantitative characteristics of the supply indicated in the order, assuming that this inspection does not mean acceptance. All terms stipulated by the order are considered demanding for the supplier and where in the order is scheduled a delivery of goods or the execution of services within a specific date, it must be considered essential deadline and for the effect of the clause 1457 of the civil code Consequently, in the case of a late, partial or not compliant execution of what established by the order it will be a right of the buyer, with a prior written communication, to conclude the contract with the supplier . The buyer will return to the supplier, at the expense and risk of the latter, the good eventually received beyond the agreed deadlines. Remains valid, in any case ( even in the hypothesis in which the buyer will not claim the right of concluding the contract), the right of the buyer to obtain the compensation of every damage caused by the contractual non-fulfillment.
- Delivery of goods– Execution of the performance place- unless a different indication in the order, the supply of goods and/or services is considered as effected by the legal head-office of the buyer-free at destination and at risk and commitment of the supplier The goods, in any case, must go with the transportation document reporting the products, identified by quantity and code as well as the reference to the batch of production, so as guaranteeing the traceability of the products themselves. The delivered products must be equipped with the technical documents, legally required , or with the documents that the supplier considers necessary, as well as the use and maintenance manual, where applied.
- Industrial property rights -The drawings,calibers,molds,models and specifications realized by the buyer or others by them appointed, sample items, eventual software elements, specific techniques and know how delivered to the supplier for the execution of the contract will remain property of the buyer and must be return once the work is made, in an excellent state of maintenance. They can be only used for the working to which they are destined and for the supplies required by the buyer; furthermore, they cannot be object of disclosure or duplication. The supplier guarantees that the goods and /or services object of the supply do not violate licenses, patents or rights of third parties, as well as the liberty or license of use and commerce both in Italy and abroad, assuming therefore every responsibility and commitment caused by claims regarding the above obligations, including event the eventual defense, at his own expense and care, of the buyer in case any claim, juridical or not, was directed against it by a third part, and with indemnity from any commitment or restorability resulting to the same.
- Privacy– the parts commit to maintain the maximum discretion about the confidential information ( which, including but not limited to, drawings,statement, documentation, formulas, correspondence), of technical and commercial character of which they might become aware during the execution of each supply relationship disciplined by the present conditions. In particular, the supplier commits, directly or indirectly through his employees and/or collaborators or eventual third parties which it might used in this occasion , prior buyer’s authorization, where it is necessary according to the clause 1381 of the civil code, for the whole duration of the supply relationship and even consequently its termination ( to whatever reason it is due). (i) do not broadcast, communicate or divulge the information of which the buyers informs him, except for a written authorization by the buyer, but anyway (ii) use this information only in the limits in which this is strictly necessary for the execution of the supply contract. The supply relationship will not arise to the supplier any intellectual property right, neither a license regarding the use of the above confidential information, if not in the strictly measure necessary to the execution of the buyer’s supply. The supplier , to the termination of the supply relationship ( to whatever reason it is due), undertakes to (i) return immediately to the buyer the confidential information (ii) not to reveal to third parties this information .
- The prices- the prices which in the order are considered fix, invariable and all-embracing in the currency indicated, to which only added the VAT tax, where possible. They will not be subject to any variation, and of this essential condition ( to consider in expressed derogation from what the artt. 1476 and 1664 of the civil code contain) the supplier has taken into account in the course of execution and settlement of the negotiation. Prices variability is admitted only if specifically expected, in writing, and depending on the duration of the relationship, from the moment of the order emission.
- Invoicing and payment– the emission of the invoice must follow the delivery of goods and services of the order. The payment is subordinated to the acceptance without reservations of the supply by the buyer, with modalities and terms indicated in the order. In case of non fulfillment of the supplier regarding the obligations of the latter, undertaken with the order, the buyer will have the right to suspend the due payments, until the exact compliance, except of the buyer ‘s right of conclude the contract if the non fulfillment persists beyond 20 working days.
- Penalties In case of eventual delays in the supply delivery, where the buyer does not intend to conclude the ccontract, to the supplier will be due a penalty of 0,5% of the goods value for each day of delay, until a maximum of 10%, except for the right of the major damage and the termination of the contract according to the above article 8.
- Notice of defects– in derogation to the different deadline established by the art. 1495 of the civil code regarding the trade of goods and/or services according to art. 1667 of the civil code regarding the contract of services, the buyer can notify defects of the supply within 60 days from the delivery, that means 30 days from the defects discovery, even if it is consecutive to the deadline of 60 days from he delivery. The supply resulting, in whole or part, defective, incomplete or not compliant, must be returned at the exclusive supplier’s expense and care. The buyer, depending on his choice, can obtain the replacement of the returned goods, or the replacement of the purchased item. Both the return of good, and the eventual replacement, will happen at the expense and risk of the supplier.
- Warranty– the supplier, for the duration of 24 months from the delivery of the goods or services, guarantees the absence of defects of the supply, as well as the good functioning and the immediately usability of the goods or services rendered to the buyer. The non compliant or with defects supplies, will be answered what has been contractually established at the supplier’s expense and care within the minor technical time possible and in any case not longer than 15 days from the complaint. Remains valid, in any case, the buyer’s right to a compensation of the damages of the non fulfillment or partial compliance that the supplier will cause. If the supplier is not able to overcome the notified defects within the deadline above indicated, the buyer can directly , or by third parties carry out the necessary intervention , charging the supplier the costs.
- Withdrawal and resolution– the buyer can recede in every moment from the contract and the withdrawal will be effective as soon as it is communicated to the supplier. The buyer’s responsibility is in any case limited to the payment of the goods or services received. The buyer can resolve the contract if the supplier incurs into delivery delays or if he is defaulting to his obligations according to the present contract or order. In case of resolution, remains valid the buyer’s right to a reimbursement of the damage.
- Applicable law and competent court- the Italian law will be applied to every order, giving expressly act that the supplier waives now for then to whatever law conflict that might be applicable. Whatever disagreement regarding the present general purchasing conditions, to the order and supply of goods and/or services, will be donated to the exclusive competence of the court of Reggio Emilia, giving expressly act that the supplier waves now for then to any possible juridically disagreement eventually applicable.
- Work safety- if the order involves manpower performances by the headquarter of the buyer, the supplier commits to a scrupulous respect of the in force regulations regarding the subject of anti-hardship, safety and hygiene on the workplace, committing to fulfill to everything established by the D.lsg. 81/2008 and to the other legal applicable regulations, as well as to the provisions and rules of the buyer regarding the subject. The supplier will also observe the scrupulous respect of the labor, contributory and social security law, applicable to the proper employees by the headquarter for the buyer fot the execution of the required services. The buyer will request to the supplier the documentary demonstration of the happened of the expected essential obligations, subordinating to the expected positive verification of the credited amount, both that has been settled with periodic states of progress, or needs to be paid with a singular solution. The supplier can provide the requested services only if lacking of the adequate policy RCT and RCO The non fulfillment by the supplier of the regulation regarding safety and health of the employees, as well as the security requests of the products and the adjustment of the goods and services to the special (ecological, anti-hardship..) observed in every moment during the supply execution, represents a right cause of resolution of the contract, except for the reimbursement of the damage, and in any case, the buyer has the right to terminate the contract with immediate effect.
- Personal data privacy The parts give mutually act that each of them will treat the personal data in compliance with what is established by the code regarding the privacy of personal data, only for the purposes of the contract execution and for those required by law according to GDPR 679/2016, s.m.i.. The buyer states that he is the owner of the treatment and by the lagal office The parts give mutually act that they are aware of the rights that the above mentioned regulation and its eventual supplementing and modification recognizes.
DATE, PLACE, STAMP AND SIGNATURE OF THE SUPPLIER FRO ACCEPTANCE
According to the artt. 1341 e 1342 c.c, the client expressly accepts the following clauses:
Clause 1. validity and efficiency; clause 5 – industrial property; clause 7 prices; clause 9 – penalties ; clause 10 – notification of defects ; clause 12 – withdrawal and resolution ; clause 13 – competent court
DATE, PLACE, STAMP AND SIGNATURE OF THE SUPPLIER FOR ACCEPTANCE