Terms of service
You must read and accept before completing the order
ARTICLE 1 - OFFER 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 Conditions of Purchase.
1.2. Any modification of these General Conditions of Purchase must be expressly accepted in writing by the Purchaser.
ARTICLE 2 - OBLIGATIONS AND FULFILLMENT
2.1. The Supplier must execute the Order in accordance with the provisions of these General Conditions of Purchase. 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 late in the execution of any portion of its Supplies.
2.2. The Purchaser reserves the right to vary the Order at any time. Any variation of this kind will be implemented through a written revision of the Order, accepted according to the procedures set out in article 1 above.
2.3. The Supplier cannot assign, alienate, sub-supply 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 Conditions of Purchase and of any other provision contained in the Order by of the (as the case may be) transferee, purchaser or subcontractor. Acceptance of the assignment by the Purchaser and/or the subcontractor does not release the Supplier from its responsibilities and obligations deriving from the Order.
ARTICLE 3 - DELIVERY
3.1. The Supplies must be delivered DDP - Delivered Duty Paid cleared at the address specified in the Order. Title to the Supplies will be transferred upon delivery to the address indicated in the Order. The passage of risk relating to the Supplies will pass to the Purchaser at the time of delivery, according to the delivery terms indicated above.
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 specified in the Order. For each delivery made by the Supplier, a duplicate shipping document must be obtained from the Supplier containing the same information as the invoice, except for the indication of the price. The Order shall 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 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 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 SCHEDULE - DELAY PENALTIES
If the Supplier fails to comply with the delivery schedule but the Purchaser decides not to terminate 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. 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 payable or not at the moment in which the compensation takes place. The Purchaser's right to request compensation for further damage is reserved, even in the event of application and payment of the penalty for late delivery.
ARTICLE 5 - PARTIAL DELIVERY - DIFFERENCE 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 its option, apply the provisions of Article 4 limited to those parts of the Order not delivered or different from the requirements laid down in the Order.
5.2. In the event of a partial or non-compliant delivery, the provisions of this clause do not affect the Purchaser's right to: (i) terminate the entire Order in accordance with the provisions of Article 16; (ii) claim compensation for any damage, loss, cost or expense which 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 establishment or to that of its subcontractors/subsuppliers or to any other place where operations related to the Order are carried out, with the aim of allowing verification of 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 complete responsibility of the Supplier even if, in order to perform the obligations assumed with the Order, they have to work for the Purchaser, or any of the Purchaser's customers.
ARTICLE 7 - PACKAGING - TRANSPORT
7.1. The Supplier is responsible for packing the Supplies and for verifying that the Supplies are properly assembled, packaged and protected.
7.2. The Supplier must draw up an inventory for each shipment. The inventory must contain all the details necessary to identify the parcels (order details, type and quantity of Supplies, name of the carrier, shipping details) as set out 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 its own expense and peril, identical replacements for each damaged or lost element, within the terms foreseen in the delivery plan. The Purchaser, without any prejudice to the exercise of rights or remedies provided by law due to such a non-fulfilment, may, at his choice, (a) terminate the Order without notice or compensation of any kind; (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 any exception): duties and taxes, storage, packaging, insurance, customs duty and transport paid up to the delivery address . The currency of the amounts indicated in the Order is also the payment currency. Prices are not subject to any form of revision, due to changes in exchange rates or otherwise.
ARTICLE 9 - BILLING
9.1. The Supplier will issue invoices in triplicate, to be delivered to the Purchaser at the address indicated in the Order.
9.2. The invoices must be accompanied by the documentation proving the correct execution of the Order and must contain:
1) All references, number and date of the order, and of the relative project;
2) A complete description of the Supplies, as well as the number and date of the packing slip of the shipment;
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 included in the invoice in order to comply with the applicable legislation.
9.3. The Purchaser reserves the right not to accept incorrect invoices in substance and/or in form.
ARTICLE 10 - PAYMENT
10.1. Unless the Order provides otherwise and provided that the provisions of the Order are duly fulfilled, invoices compliant with the provisions of Article 9 above 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 for any other reason.
10.3. Payment by the Purchaser of the price established in the contract for the Supplies delivered will not constitute acceptance of them and will not release the Supplier from its responsibilities and obligations.
ARTICLE 11 - WARRANTY
11.1. The Supplier guarantees to the Purchaser that the Supplies (i) are fully compliant with the provisions of the Order, the specifications, the projects and the relative documentation; (ii) comply with industry best practices and applicable standards, as well as applicable legislation (including any export regulation); (iii) are free from any defects in design, material, workmanship, construction or installation; and (iv) are new and suitable for the use intended by the Purchaser.
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 its expense, any defective part of the Supplies. Any part replaced, in accordance with the provisions of the contractual Guarantee or any other guarantee established by law, will be subject to the same guarantee clause set out 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 parts that may be required during the entire functioning of the Supplies. If the Supplier fails to promptly remedy any defect or non-conformity, the Purchaser will be able to directly provide for 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-compliance up to the date on which the question are put back into service. If a fundamental or major 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 shall be liable to the Purchaser and any third party, and shall indemnify and hold harmless the Purchaser against any loss, damage, cost and expense of any nature whatsoever (whether direct, indirect, material, immaterial, physical or economic, and whether they are suffered by the Purchaser, the Supplier or any third party), which derives from the violation by the Supplier of its obligations established by the Order or from an illicit act or non-fulfilment. The Supplier will be responsible for the consequences of its breaches even if attributable to its employees, managers, directors, agents, subcontractors and/or suppliers.