1. FOREWORD
The conditions below are applicable to each Contract unless expressly waived in it by special conditions or individual Orders. Any modification or deviation will be valid only if previously accepted in writing by the Buyer.
2. DEFINITIONS
In the Contract the following terms stand for the following:
GENERAL TERMS OF PURCHASE OR CONDITIONS: shall mean these Conditions.
CONTRACT: is the entirety of the Order, the General Conditions of Purchase, and all the documents listed therein that form an integral part of it. Any subsequent Order Variations are also part of the Contract.
ORDER: defines the obligations and rights between Buyer and Supplier for the supply of Products and Services.
ORDER VARIATION: is a written addendum to the Order, issued by the Buyer and accepted by the Supplier with the same procedure as the Order made to introduce additions, reductions and variations to the contents of the Order.
BUYER: 3P PRINZ Srl issuing the Order to Supplier for the Supply of the Products and Services described below.
SUPPLIER: the Company receiving the Order from the Buyer for the supply of the Products and Services described in the Contract.
PRODUCTS AND SERVICES/DELIVERY: the Products including complex Products, Services and ancillary services required from the Supplier and described in the Contract, to be provided by the Supplier against the Order.
END CUSTOMER: is the customer of the ‘Buyer.
3.GENERAL OBLIGATIONS OF THE SUPPLIER
The Supplier agrees to provide the Products and Services in accordance with the terms, conditions and prices defined in the Contract. The Supply shall be performed in strict accordance with the legal regulations in force at the time of delivery and the requirements contained in the Contract. In the absence of specific regulations in this regard, the supply as well as any operation inherent in it will be carried out according to the most advanced technology and with the best diligence and care.
4.CONTRACT
All orders must be placed in writing and are accepted in accordance with these Terms and Conditions of Purchase. The Contract will begin to take effect only from the date of acceptance and signing of the Purchase Order.
5. SUPPLY CHANGES AND ORDER CHANGES
During the performance of the Supply, the Buyer may change the quality, quantity, characteristics and/or form of the Products and Services. Such changes shall be promptly executed by the Supplier. In the event that such changes affect time and cost, the Supplier may be entitled to just additional compensation and/or an extension of the delivery period. It is the Supplier’s responsibility to submit to the Purchaser a proposed change to the supply detailing: (a) Description of the change and its technical impact; (b) any increased costs, and their causes; (c) temporal impact, if any, on the delivery schedule. Failure to submit the proposed change within the two-week time limit of the change request will result in the waiver of both any additional fee and the extension of the delivery period. If the parties fail to reach an agreement, the determination of any additional compensation and/or extension of time shall be determined in accordance with the procedures set forth in the article “Applicable Law and Jurisdiction,” without the Supplier being able to suspend the performance of the contractual obligations, without prejudice to the Purchaser’s right in such case to declare the Contract terminated pursuant to Art. 1456 Civil Code.
6. WARRANTY
Supplier expressly warrants that the Supply is free from defects and faults, and that the Products and Services rendered to Buyer will function properly and be immediately usable. Supplier agrees, for a period of 12 months from installation and up to a maximum of 36 months from delivery, unless otherwise stated on the Order, to perform at its own expense,(including any customs clearance and transportation charges) all modifications, repairs or replacements that may be required to correct errors, defects or deficiencies, which may be evidenced by the delivered goods, replacing, if Buyer so requests, the delivered goods with other responsive ones. A new warranty period of twelve (12) months shall commence upon the warranty provided for the repaired or replaced Products or any part thereof. In case of urgency, or when the Supplier is late in fulfilling its duties related to the warranty, the Purchaser is authorized to eliminate the defects or proceed to replace the defective parts at the Supplier’s expense. The termination of the Order for the events indicated therein or mentioned in these General Conditions of Purchase will be effective as soon as the Supplier is notified. Notwithstanding the different time limit set by Art. 1495 Civil Code, the Buyer may report defects and faults in the supply within 30 days commencing, respectively, from delivery if obvious or from discovery if hidden.
7. PRICE
II applicable price is the price stated in Buyer’s Purchase Order or resulting from calculation formulas stipulated in the Purchase Order. This price will always be agreed upon as fixed and not subject to revision or increase, nor to adjustment resulting from changes in exchange rates. Unless otherwise agreed in writing, the price shall be deemed to include standard packaging and all costs, risks and profits associated with the execution of the Purchase Order. No additional charges, of any kind are allowed unless previously agreed to in writing by Buyer and stated in the Purchase Order. The application of Art. 1467 Code. Civ. and, where applicable, of Art. 1664 Code. Civ.
8.PAYMENT AND BILLING
Unless otherwise stated, payment terms are 90 days end of month from the date of invoice. The Supplier may not issue bills for the payment of supplies unless expressly authorized to do so in the text of the Purchase Order. Unauthorized effects will not be accepted and the Supplier will be held liable for damages resulting from the non-acceptance of effects.
9.PERSONAL DATA PROCESSING
The Supplier and the Purchaser mutually acknowledge, pursuant to and in accordance with Article 13 of Legislative Decree June 30, 2003 no. 196 (Personal Data Code), that the personal data provided will be processed exclusively for the pursuit of the contractual purpose set forth in this writing and for the fulfillment of related legal obligations, including those of a fiscal or accounting nature. Information will be processed by both computer and manual recording methods and in all cases will be kept in secure environments. The processed data and information may be disclosed to third parties – also operating abroad – solely for the purposes specified above. Data and information processed will not be disseminated. In accordance with the above law, the parties mutually acknowledge that the rights under Art. 7 of Legislative Decree June 30, 2003 no. 196 can be exercised at their locations.
10. DELIVERY OF GOODS
Goods must be accompanied by a packing list showing: the Supplier’s company name, date of shipment, Purchase Order number, relevant Order position, item code number, proof of down payment or balance of the Order, quantity, and a detailed description of the goods delivered. The Buyer reserves the right to refuse deliveries that are incomplete with the above information.
11. DELIVERY TERMS AND FORCE MAJEURE
The delivery terms stated in the Purchase Order are mandatory and must be punctually met, except in cases of force majeure. In the event of force majeure, labor disputes, business disruptions beyond Buyer’s control, riots, governmental measures, and other unavoidable events such as fire, earthquake, flood, terrorist acts, and war, Buyer shall be free from the obligation to accept the goods and/or services, according to the planned schedule for the duration of such events. During such events, and for the following 2 (two) weeks, the Buyer shall have the right – without prejudice to any other right of the Buyer- to withdraw in whole or in part from the Supply Agreement if such events have a non-negligible duration and the Buyer’s requirements are considerably reduced because, due to such events, the goods have to be produced elsewhere. The Buyer, in case of delayed delivery, reserves the right to change the carrier (air, ship) from the type established in the Contract in order to deliver on time to the End Customer, charging the related and consequent costs to the Supplier. Late, early, or partial deliveries are not permitted unless agreed upon with the Buyer in advance and in writing.
12. PENALTIES FOR DELAYS
The delivery terms stipulated in the Order are intended to be strict and essential. The Supplier is obliged to deliver the Products/Services by the deadline specified in the Order. In the event of any delay in the delivery of the Supply, a penalty shall be payable by the Supplier, chargeable without the need for any demonstration of damages suffered by the Buyer, equal to 1% (one percent) of the value of the delayed portion of the Order for each week of delay, up to a maximum of 10% (ten percent). Without prejudice to and without prejudice to the right to greater damages and termination of the Contract.
13. TOLERANCE MARGINS OF QUANTITY
The Buyer accepts only the quantities of goods ordered. Any margin of tolerance regarding quantities must, in any case, be expressly agreed upon and accepted by the company through written communication.
14. TRANSFER OF OWNERSHIP.
Ownership of the Supply or part thereof shall transfer from Supplier to Buyer upon the occurrence of delivery of the Supply in accordance with the Order. The risk of perishment of the Supply as well as any risk associated with it is borne by the Supplier until acceptance by the Buyer.
15. ORDER EXECUTION, INSPECTION AND REJECTION OF GOODS
15.1. II Supplier agrees that, during the performance of the Order, Buyer shall have the right to enter Supplier’s facilities for the purpose of verifying the manufacturing process or giving special instructions, as well as to inspect or test the Goods ordered, using the inspection and testing facilities of Supplier’s facility. The terms and conditions of such inspections will be agreed upon in advance by both Parties. Such inspections will in no way reduce the Supplier’s responsibilities to us.
15.2. Buyer shall have the right to reject Goods that do not conform to the relevant Purchase Order or applicable specifications or requirements. The Supplier shall be notified of the non-acceptance of the Goods by registered letter or by fax, telex or e-mail, The Supplier shall at its own expense pick up the delivered and non-accepted Goods within 10 (ten) working days from the date of receipt of the notice of non-acceptance. After the 10-day period has expired, the Buyer will return the Goods to the Supplier at the Supplier’s expense.
15.2.1. Any advance payment made to secure discounts will not constitute acceptance of the Goods by Buyer.
15.2.2. Failure to reject the goods will in no way limit the warranties stated in Art.6.
16. INTELLECTUAL AND INDUSTRIAL PROPERTY
16.1 The Supplier warrants that the Goods supplied and any part thereof do not infringe any patent, license, industrial patent right, industrial model or design right, copyright or any other intellectual and industrial property right of any third party. II Supplier warrants that it has full right to use, manufacture, and sell the Goods to be supplied and that Buyer shall have full right to use and resell such Goods.
16.2 Supplier agrees to indemnify Buyer against any claim or action for infringement of third party intellectual or industrial property rights, to pay all costs incurred by Buyer in defending itself in the event of such a claim or action, and to indemnify Buyer for any damage, loss or injury suffered as a direct or indirect result of such a claim or action.
17. DRAWINGS,EQUIPMENT, MODELS, MOLDS
The Supplier shall provide in a timely manner to the Buyer the technical documents as required by the nature of the Products/Services specified in the Contract and shall promptly resubmit the same, modified according to requests for changes, additions, omissions, made by the Buyer. Said technical documentation shall be provided by the Supplier in the number of copies and language required by the Contract. If supplied by 3P PRINZ Srl or designed or constructed by the Supplier who charges for them either by specifically mentioning them or including them in the sale price of the goods, they are and remain the property of the Buyer. They may therefore not be in any way transferred, reproduced used or disclosed to third parties without the written permission of Buyer. The Supplier is required to take the necessary measures to keep them in good condition and to insure them against the risk of fire, flood and theft. If the Purchaser requests that they be returned, the Supplier shall comply with such request, without delay, acknowledging the Purchaser’s right and not contesting it.
18. MATERIAL TRANSFER FOR PROCESSING PURPOSES
All materials supplied by the Buyer for the purpose of carrying out one or more work orders shall remain the property of the Buyer, and the Supplier receiving them shall become their custodian therefore shall be obliged to keep them at his own expense, maintain them in proper condition, and use them for the purpose agreed upon when they were delivered
19.ENVIRONMENTAL SAFETY AND OCCUPATIONAL HYGIENE REGULATIONS
The Supplier warrants that the Supply complies with all applicable European and national legislative standards and requirements regarding environmental, safety and accident prevention. Where applicable, the Supplier’s Products shall be duly marked with the “CE” mark, either individually on each of them or altogether on each lot; they shall also be provided with instruction manuals in the required language, if necessary. In case of non-compliance or otherwise non-compliance with the above, on the part of the Supplier, the Purchaser is authorized to reject the Supply by charging to it all charges, if any, both direct and indirect.
20.WITHDRAWAL.
In addition to the cases provided for by law and those already provided for herein, the Buyer may, in the presence of bankruptcy proceedings, or executive proceedings against the Supplier, as well as changes in the ownership or corporate structure of the same, withdraw from the Contract by simple written notice stating that it wishes to avail itself of this clause, which shall be effective from the day of the notice of withdrawal, without any other obligation than to pay the price of the deliveries duly made. It is understood that, in the event that liquidation proceedings or proceedings aimed at the declaration of bankruptcy or other insolvency proceedings are underway against the Supplier, as well as in the event of termination or cessation of the contractual relationship for any cause attributable to the Supplier, the Supplier shall be obliged to make available to the Purchaser, for the purpose of the completion of the services covered by the Order, the plans, related drawings and technical documentation prepared by the same, without any right to indemnity or compensation of any kind.
21. LIABILITY AND INSURANCE
21.1 The Supplier shall be solely liable to the Purchaser and any third party for any damage to persons, property or other material damage, loss or injury, caused in the performance by the Supplier and its personnel, agents or subcontractors, of its obligations under the Purchase Order.
21.2 The Supplier shall take out adequate insurance policies to cover any liability that may arise against the Purchaser, and concurrently agrees to hold the Purchaser harmless from such damages and liabilities.
22.APPLICABLE LAW AND JURISDICTION
The Contract, unless otherwise stated in writing, is governed by Italian law. For any dispute relating to or in any way connected with the existence, validity, interpretation, effectiveness, execution or termination of the Contract the exclusive place of jurisdiction shall be LUCCA.
