Terms of Purchase
Article 1- Offer and Acceptance
1.1 The written acceptance of the order by the supplier or the beginning of the execution of the order by the supplier will be considered as acceptance of the order and of these general terms of purchase.
1.2 Every change of these general terms of purchase must be expressively accepted on paper by the purchaser.
Article 2- Obligations and accomplishment
2.1 The supplier will execute the order as established by these General Terms of Purchase. The supplier must supply every time to the purchaser all the information required about the order, also, he must inform the purchaser when he is not able to send the supply, when the order is delayed or when a situation happens that do not allow the entire order (or part of it) to being executed, or it is delayed.
2.2 The Purchaser has the right to change the order in every moment. Every change of this sort will be realised through written revision of the order and accepted as in art.1.
2.3 The supplier cannot cede, alienate, sub-supply or subcontract the order (or part of it) without the written acceptance by the purchaser and without written acceptance of the General terms of Purchase or of every condition contained in the order by the supplier, the purchaser or the sub-supplier. The acceptance of the transfer by the purchaser/sub-purchaser do not free the supplier from responsibilities and obligation about the order.
Article 3- Delivery
3.1 The supplies must be delivered cleared through customs DDP-Delivered Duty Paid at the address specified in the order. Propriety on supply will be transferred at the delivery moment to the address specified in the order. The passage of the risk relative to the supplies will pass to the purchaser when delivered, following the terms now indicated.
3.2 The delivery will be considered done when the supplier delivers the goods (in terms of description, quality and quantity) to the address specified in the order. For every delivery made by the supplier, he must give a duplicate of the delivery document with the same information of the receipt without the price. The order will be executed when: (i) all the supplies are delivered conform to what has been disposed by the order and accepted by the purchaser;(ii) all the documents of the order and all the papers required for the maintenance of the supply have been received and accepted by the purchaser, conform to the actual dispositions.
3.3 Supply should be delivered in the date specified in the order. It won’t be accepted partial delivery or anticipate delivery previous written acceptance by the purchaser.
Article 4- Delivery program - late duty
If the supplier do not respect the delivery time table, but the purchaser decide to not annul the order, the purchaser can demand the supplier for a payment of a duty (without notification) of 1% of the order value for every delay, tax excluded, till a maximum of 10% of the value. It would be given an automatic compensation between the duty’s value and the amount due to the supplier by the purchaser, even if these amounts cannot be guaranteed at the moment of the compensation. Saved the right of the purchaser to demand the compensation of the damage, even in case of payment of a delaying duty.
Article 5- Partial delivery – discrepancy in the delivery
5.1 If the supplier deliver just a part of the order, or just a part of the order is conform to what declared in the order, the purchaser can apply what declared in the art.4 , if he decide so, just concerning the part not delivered or which is different from what is declared in the order.
5.2 In case of partial delivery, or discrepancy in the delivery, what is previewed in this article do not preclude the rights of the purchaser to: (i) terminate the order as declared in art.16; (ii) demand a compensation for every damage, loss, prices or charges faced due to a breach of the supplier;(iii) ask for the application of duties calculated on the order’s total value and its progress.
Article 6- Obligations of the supplier before the dispatch
6.1 The supplier will give to the purchaser (or person indicated by the purchaser) free entrance to the establishment where the delivery is prepared (the supplier establishment or the one of his sub-supplier) in order to permit the purchaser to verify the shipping conditions and its progress.
6.2 The employees, or who has been delegated by the supplier, will remain under responsibilities of the supplier in case it would be necessary to work with the purchaser or one of his clients, in order to reach the obligation of the order.
Article 7- Packing and transport
7.1 The supplier is responsible for the packing of the goods and for the verification that the goods are packed, assembled and protected in appropriate way.
7.2 The supplier must redact an inventory for every delivery. This inventory must contain all the details necessary for the identification of the packages as declared by the order (identification of the order, type, quantity of the supply, name of the delivery service, delivery address).
7.3 In case of damage of the goods during the delivery, the packaging, transport or before the delivery, the supplier will give identic substitution for every damaged or lost good (at his own charges), in the terms previewed by the delivery plan. Without prejudice on the exercise of his legal rights about this breach, the purchaser can, at his choice: (a) terminate the order without notification; (b) refuse the supply; (c) hold the entire payment or part of it.
Article 8- Prices
The prices indicated in the order are fixed, untreatable and comprehensive of: taxes and duties, packing, storage, assurance, custom duties and transport payed until the delivery address. No exceptions. The currency of the order is the same of the payment. Prices cannot be revised due to the variation of the exchange rate.
Article 9- Billing
9.1 The supplier will deliver three copies of the bill, to send to the purchaser at the address specified in the order.
9.2 The bills will be attached to documents proving the correct execution of the order, and contain:
1) All the references, numbers, date of the order and of the relative project.
2) A full description of the goods, the number and the date of the bill of the delivery
3) The price of the supplies, taxes excluded, VAT amount, amount of the taxes, the insurance and custom duty, the inclusive price of the taxes and every discount.
4) The date in which the payment must be done in the respect of art.10 and, in general, all the information that should be reported on the bill for conforming the actual norms.
9.3 The purchaser has the right not to accept incorrect bills in the substance and/or in the form.
Article 10- Payment
10.1 Unless the order declare differently and provided that the order’s previews will be regularly fulfilled; the bills conforms to art.9 will be settle up in 90 days from the date of delivery.
10.2 The purchaser has the right to compensate every bill with every amount that the supplier owe to the purchaser so as declared in the order or in any other document.
10.3 The payment by the purchaser of the price fixed in the contract for the delivered goods is not considered as acceptance and it will not free the supplier from his obligation and responsibilities.
Article 11- Warranty
11.1 The supplier guarantee to the purchaser that the goods: (i) are totally conform to what indicated in the order, to the specifics, to the projects and linked documents; (ii) are totally conform to the best industrial practices and relatives standards, and conform to the current norms (included every regulation about exportation); (iii) have no manufacturing defects, imperfections, material defects, assembling defects, building defects, installation defects; (iv) are new and conform to the use the purchaser wants to do.
11.2 The warranty last for 2 years minimum, to run from the date when the supply are in service (article 13).
11.3 The supplier has the duty to substitute promptly, at his own charge, every defected part of the supply. Every substituted part will undergo to the same warranty of the art.11, following the dispositions of the contract warranty or other legal warranty. The restitution charges of the defected parts to the supplier will be in charge of the supplier. The supplier has the duty to supply spare parts or every other part required during the entire operating of the supply. If the supplier fail to remedy at every defects or unconformity, the purchaser can directly solve every necessary operation, at charges of the supplier.
11.4 Warranty period can be extended for all the period in which the supply are out of service, from the day the purchaser ask to the supplier to solve a defect or unconformity of the goods, until the date in which the supplies are back in service. If a fundamental or principal part of the goods needs assistance or substitution during the warranty period, the extension or renewing of the warranty will be extended to the entirety of this part of the supply.
Article 12- Responsibility and Insurance
12.1 The supplier will be responsible for the purchaser. He has to indemnify and hold harmless the purchaser against every possible loss, damage, cost or charge of every kind (either direct damage or indirect, material, immaterial, physical or economical, experienced by the purchaser or a third part) that derives from a violation of the supplier’s duty disposed by the order or deriving from an illegal act or failure. The supplier will be responsible for the consequences of his failure, even when caused by his employee, executives, administrators, agents, sub-supplier or supplier.