CONDITIONS OF PURCHASE
You must read and accept before completing the order
ARTICLE 1 – PROPOSAL AND ACCEPTANCE
1.1. Written acceptance of the Order by the Supplier or the start of execution of the Order by the Supplier shall constitute acceptance by the Supplier of the Order and of these General Purchase Conditions.
1.2. Any modification of these General Purchase Conditions must be expressly accepted in writing by the Buyer.
ARTICLE 2 – OBLIGATIONS AND FULFILLMENT
2.1. The Supplier must execute the Order in accordance with the provisions of these General Purchase Conditions. The Supplier must provide the Purchaser with all the information that the Purchaser requests from time to time in relation to the Supplies and must also promptly inform the Purchaser if, at any time, the Supplier is unable or late or becomes aware of any circumstance that could place it in the situation of being unable or delayed in the execution of any portion of its Supplies.
2.2. The Buyer reserves the right to vary the Order at any time. Any such variation will be made through a written review of the Order, accepted according to the procedures set out in the previous article 1.
2.3. The Supplier may not assign, sell, sub-supply or subcontract all or part of the Order without the prior written consent of the Buyer and without the express written acceptance of the General Purchase Conditions and any other provision contained in the Order by of the (as applicable) transferee, buyer or subcontractor. The acceptance of the assignment by the Buyer and / or the subcontractor does not release the Supplier from its responsibilities and obligations deriving from the Order.
ARTICLE 3 – DELIVERY
3.1. Supplies must be delivered DDP – Delivered Duty Paid customs clearance at the address specified in the Order. Ownership of the Supplies will be transferred upon delivery to the address indicated in the Order. The transfer of the risk relating to the Supplies will pass to the Buyer at the time of delivery, according to the delivery terms just indicated.
3.2. Delivery will be deemed to have taken place when the Supplier has delivered the goods (in terms of description, quality and quantity) to the address indicated in the Order. For each delivery made by the Supplier, a shipping document containing the same information as the invoice must be obtained in duplicate by the Supplier, except for the indication of the price. The Order must be considered executed when: (i) all the Supplies have been delivered and / or supplied in accordance with the provisions of the Order and have been accepted by the Buyer; (ii) all the documents established in the Order and / or all the 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 Buyer.
3.3. 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 Buyer.
ARTICLE 4 – DELIVERY PROGRAM – DELAY PENALTIES
If the Supplier does not respect the delivery schedule but the Buyer decides not to terminate the Order, the Buyer may request the Supplier, without prior notice, to pay a penalty in a sum equal to 1% of the value of the Order, excluding taxes, for each day of delay, up to a maximum, for each individual delay, equivalent to 10% of the value of the Order. There will be automatic compensation between the value of the penalties and any sum still owed by the Purchaser to the Supplier, whether these sums are due or not at the moment in which the compensation is made. The Purchaser has the right to request compensation for further damage, even in the event of application and payment of the penalty for delayed delivery.
ARTICLE 5 – PARTIAL DELIVERY – DIFFERENCES IN DELIVERY
5.1. If the Supplier delivers only 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 choice, apply the provisions of Article 4 limited to those parts of the Order not delivered or differing from the requirements set out in the Order.
5.2. In the event of a partial or non-compliant delivery, the provisions of this clause do not affect the Buyer’s right to: (i) terminate the entire Order in accordance with the provisions of Article 16; (ii) claim compensation for any damage, loss, costs or expenses that he has 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 – OBLIGATIONS OF THE SUPPLIER BEFORE SHIPPING
6.1. The Supplier will give the Purchaser or persons indicated by the Purchaser free access to its own plant or to that of its subcontractors / subcontractors or to any other place where operations related to the Order are carried out, with the aim of allowing to verify the status of execution of the Order and its progress.
6.2. The personnel employed or appointed by the Supplier will in any case remain under the full responsibility of the Supplier even in the event that, in order to carry out the obligations assumed with the Order, they must work for the Buyer, or any of the Buyer’s customers.
ARTICLE 7 – PACKAGING – TRANSPORT
7.1. The Supplier is responsible for packing the Supplies and verifying that the Supplies are assembled, packaged and protected in an appropriate manner.
7.2. The Supplier will have to 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 supplies, name of the carrier, details of the shipment) as set out in the Order.
7.3. In the event that the Supplies are damaged during their storage, transport, delivery or in any case before their acceptance, the Supplier undertakes to find and provide, at its own expense and peril, 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 choice, (a) terminate the Order without notice or compensation; (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 the deduction of discounts, and in any case include (without exception): duties and taxes, storage, packaging, 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 Buyer 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 discount;
4) The date by which the 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 Buyer reserves the right not to accept invoices that are incorrect in substance and / or form.
ARTICLE 10 – PAYMENT
10.1. Unless the Order provides otherwise and on condition that the provisions of the Order are duly fulfilled, the invoices conforming to the provisions of the previous Article 9 will be paid within 90 days from the date of receipt.
10.2. The Buyer shall have the right to offset any invoice with any sum that the Supplier owes the Buyer under the Order or for any other reason.
10.3. The payment by the Buyer of the price established in the contract for the delivered Supplies will not constitute acceptance of them and will not release the Supplier from its responsibilities and 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 best industrial practices and applicable standards, as well as applicable legislation (including any export regulations); (iii) are free from any defect in design, materials, workmanship, construction or installation; and (iv) they are new and suitable for the use that the Purchaser intends to make of them.
11.2. The Warranty 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 his 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 guarantee clause referred to in this Article 11. The costs of returning the defective parts to the Supplier will be borne by the Supplier. The Supplier undertakes to supply spare parts and any other part that may be required during the entire operation of the Supplies. If the Supplier fails to promptly remedy any defect or non-conformity, the Buyer may directly carry out 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 in issue are put back into service. If a fundamental or main 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 item of the Supplies.
ARTICLE 12 – LIABILITY AND INSURANCE
12.1. The Supplier will be liable to the Purchaser and any third party, and must indemnify and indemnify the Purchaser against any loss, damage, cost and expense of any nature (whether direct, indirect, material, intangible, physical or economic, and whether they are suffered by the Buyer, the Supplier or any third party), which derives from the violation by the Supplier of its obligations set out in the Order or from an unlawful act or non-fulfillment. The Supplier will be responsible for the consequences of its non-fulfillment even if attributable to its employees, managers, directors, agents, subcontractors and / or suppliers.