In accordance with the General Conditions of Purchase (hereinafter “General Conditions”), the following terms have the meanings defined below:
- a) “PURCHASER”: DVG Automation S.p.A., with head office at via G. Rossetti 2 – 29016 Cortemaggiore (Piacenza), Italy, e-mail: firstname.lastname@example.org;
- b) “AGREEMENT”: the purchase/sale agreement entered into between Supplier and Purchaser, to which these General Conditions apply;
- c) “SUPPLIER”: the individual or body corporate who supplies the Productor the Products;
- d) “PRODUCT”: the product or the products produced and/or sold by the Supplier and subject of the Agreement;
- e) “PREMISES OF THE PURCHASER”: the sales office of DVG, at via G. Rossetti 2 – 29016 Cortemaggiore (Piacenza), Italy;
- f) “PARTIES”: the Purchaser and the Supplier, jointly.
- 2.1 The General Conditions govern the purchase, by the Purchaser, of the Product made by the Supplier and constitute an integral part of the Agreement.
- 2.2 Any general conditions of sale of the Supplier conflicting with or diverging from those regulated hereunder must be deemed ineffective unless, in the particular case in point, the Purchaser has given its explicit confirmation in writing.
3. Purchase order
The purchase order (the “Order”) is sent by the Purchaser to the Supplier, in the forms indicated in the subsequent article 21, and constitutes a contractual proposal in accordance with article 1326 of the Italian Civil Code.
4. Formation of the agreement
- 4.1 The Agreement is completed upon receipt by the Purchaser of acceptance of the Order from the Supplier, which shall be sent, in the forms and for the purposes specified in the subsequent article 21, within the term of 8 (eight) business days from receipt of the Order.
- 4.2 In the event of non-acceptance within the term established in the point 4.1 above, the Order will be considered ineffective, barring any extension that may be granted in writing by the Purchaser.
5. Invariability of prices
The prices specified in the Order are fixed and invariable for the entire duration of the supply.
6. Notification of material ready
It will be the job of the Supplier to inform the Purchaser, with at least eight days’ notice, of the date on which the material is ready forshipment and the quantities thereof.
7. Packaging and delivery
- 7.1. Unless special packaging is explicitly requested by the Purchaser, the Supplier undertakes to provide adequate packaging, takingaccount of the nature of the Product and adopting all necessary measuresto protect the Product from atmospheric agents, corrosion, loading accidents, particular transport or storage conditions or other events that may alter the identity thereof. In any case, the Product must be packaged, marked and prepared for delivery adopting methods which (i) comply with good commercial practice; (ii) are acceptable to the usual carriers for delivery at the best rates and ( iii) are suitable for ensuring integrity of the Product at the time of delivery.
- 7.2 The Product is delivered “DDP – Incoterms 2000” to the premises of the Purchaser, unless established otherwise in the agreement.
- 7.3 At the time of delivery, a waybill must be presented containing the following information: (i) name of Supplier; (ii) date of shipment; (iii) number of Purchaser’s order; (iv) relative order position; (v) Purchaser code number; (vi) indication of payment on account or clearance of order position; ( vii) Product quantity; (viii) detailed description of Product. The Supplier must provide, on the containers of the Product, all the instructions for safe-keeping thereof, indicating cases that require special care or particular storage and transport conditions and specifying the precautions necessary.
- 7.4 The Product must be provided with all the instructions for use and all certifications, including those concerning safety, required by the current Italian and community legislation.
8. Delivery terms
- 8.1 The delivery terms indicated in the Order are final and must be punctually observed, barring cases of force majeure, such as – without limitation – fire, flooding, drought, civil disorder or strikes , unexpected shortage of labour, of raw materials or ancillary products , energy shortages, provisions issued by the Authorities or other types of impediments beyond the control of the Supplier. In the event of said occurrences, the Purchaser will have the right to defer the term established for delivery or alternatively to withdraw from the Agreement, without further obligations towards the Supplier.
- 8.2 Advance and/or staggered deliveries are not permitted unless previously accepted in writing by the Purchaser, in the forms indicated in the following article 21.
In the event of delay, the Supplier must promptly inform the Purchaser, in the forms specified in the following article 21, indicating the causes of said delay and its presumed duration. In said case, the Supplier is required to pay the Purchaser – in accordance with and for the purposes of art. 1382 of the Italian Civil Code – a penalty equal to1% of the value of the Product not delivered and/or not installed, for each week of delay, up to a maximum of 10% of the aforesaid value, without prejudice to compensation for any further damage sustained by the Purchaser.
10. Quantity tolerance
- 10.1 The Purchaser undertakes to accept only the quantities of Product specified in the Order.
- 10.2 Any tolerances over or under the quantities of Product ordered require explicit acceptance, in the forms indicated in the subsequent article 21, by the Purchaser.
11. Testing and acceptance
- 11.1 The Order is considered fulfilled upon delivery to the Premises of the Purchaser and/or upon acceptance of installation of the Product after positive Testing results.
- 11.2 Testing will be performed by the technicians of the Supplier together with the technicians of the Purchaser or, if not possible, exclusively by the latter. Testing costs must be considered included in the purchase price. If Testing reveals defects and/or differences and/or lack of the promised quality, the Purchaser has the right to request replacement of the Product under the same contract conditions or, alternatively, elimination of the defects and/or differences at the expense of the Supplier, without prejudice to the right of the Purchaser to compensation for the damages sustained as a result of the delay in delivery of the Product in conformity with the one ordered. The damage shall be quantified according to the criteria indicated in the article 7 above.
12. Transfer of risk
The risk is transferred to the Purchaser at the time of delivery of the Product to the Premises, without prejudice to the provisions of the article 9 above concerning Testing and acceptance.
13. Terms of payment
- 13.1 The price is the one specified in the Order. Unless agreed otherwise between the Parties, the price is inclusive of the packaging and any other cost and/or risk connected with execution of the Order.
- 13.2 The invoices must be sent to the e-mail address email@example.com or, in original copy, to the address of the Purchaser indicated in article 1, sub a), within 3 (three) days from delivery of the Product or within any other term explicitly indicated by the Purchaser upon the request of the Supplier and must contain the following information: (i) Purchase order reference number; (ii ) quantity and description of Product supplied; (iii) date and reference of shipping note. Incomplete invoices and/or those not in compliance with the current provisions of law will be returned to the Supplier, which shall provide for the necessary modifications and promptly re-deliver them to the Purchaser.
- 13.3 Unless agreed otherwise between the Parties, payment will be made 90 (ninety) days from the date of invoice, end of month.
14. Execution of the order, inspection and refusal of the Product
The Supplier recognises the Purchaser’s right, during execution of the Order, to access its premises in order to inspect the manufacturing process or issue special instructions, or to check or test the Product ordered, using the instruments available at the premises of the Supplier. The conditions of and procedures for said inspections will be previously agreed between the Parties. Said inspections will exclude in any case the liability of the Supplier vis-à-vis the Purchaser for non-fulfilment of the Agreement and for any breaches of the provisions of the articles 13, 14 and 15 of the General Conditions.
15. Warranty for defects
- 15.1 The Supplier guarantees that the Product is free from defects, ensuring suitability for the use for which it is intended and conformity with the technical specifications indicated in the documents enclosed with the Product.
- 15.2 The warranty period is 36 (thirty-six) months from the date of delivery and/or acceptance of the Testing result in accordance with the article 9 above.
- 15.3 The Product defects must be communicated by the Purchaser,in the forms indicated in the following article 21, within the term of 30 (thirty) days from the discovery thereof; in said case, the Supplier shall promptly and at its own expense replace or repair the Product or correct the defect or the malfunction.
- 15.4 The Supplier undertakes to furnish a warranty for a further 12 (twelve) months for all replacements, repairs or corrections made during the warranty period, as from the day on which said replacement, repair or correction has been successfully and satisfactorily completed. If the Supplier does not replace or repair the Product or correct the defect or malfunction thereof in a satisfactory manner, the Purchaser has the right, at its sole discretion, either to (i) perform the replacement, repair or correction itself at the sole expense of the Supplier; or (ii) have said replacement, repair or correction performed by a third party at the sole expense of the Supplier; or ( iii) obtain from the Supplier total refund of the purchase price, in addition to interest at the rate established by the Legislative Decree no. 231 of 9th October 2002, with return of the Product.
- 15.5 In the above cases (i) and (ii) as provided for in the point 13.4 above, the Purchaser will have the right to demand payment of a penalty for the delay, the amount of which will be determined in accordance with the article 7 above.
16. Liability of the Supplier
In accordance with the provisions of Part IV, Section II of the Legislative Decree no. 206 of 6th September 2005, the Supplier is liable vis-à-vis the Purchaser and/or third parties for any damage to persons and/or property as a result of any defects in the Product.
The Supplier undertakes to indemnify and hold the Purchaser harmless from and against all third party claims concerning industrial property rights over the Product.
18. Drawings, equipment, models and gauges
- 18.1 The drawings, equipment, models or gauges, if supplied by the Purchaser or produced by the Supplier on the basis of information, data and designs provided by the Purchaser, are and remain the property of the latter, and cannot be used for the manufacture of a Product intended for sale to third parties, unless explicitly authorised in writing by the Purchaser.
- 18.2 The Supplier undertakes to adopt all measures necessary to maintain the instruments specified in the point 16.1 above in good condition, insuring the same against the risk of fire, flooding and theft.
- 18.3 The Supplier undertakes to immediately return the instruments as per the point 16.1 above, upon a simple request by the Purchaser.
19. Material received on work-in-progress account
Material received on work-in-progress account for the production of one or more work orders, delivered by the Purchaser, remains the property of the latter; the Supplier undertakes to keep it in a suitable manner and to use it only for the purpose for which it was intended at delivery.
20. Safety data sheet
If the materials indicated in the Order fall into the category of dangerous substances and/or preparations, for each product and for each destination, in addition to guaranteeing adequate labelling for each individual package, the relative updated safety data sheet in Italian shall be enclosed, at the time of shipment, in compliance with the ministerial decree of 7th September 2002 (“Transposition of the directive 2001/58//EC concerning the provision of information on dangerous substances and preparations placed on the market”), published in the Gazzetta Ufficiale 252 of 26th October 2002.
The commercial terms and abbreviations, adopted in the General Conditions and in the Agreement, must be interpreted according to the most recent version of the Incoterms regulations.
22. Amendments to the Agreement
Any change or amendment to the Agreement must be agreed between the Parties in writing.
23. Termination of the Agreement
The Supplier may not transfer any or all of the rights and/or obligations arising from the General Conditions and the Agreement without the prior written consent of the Purchaser.
24. Explicit termination clause
The delivery term established in the Order must be considered mandatory in the interest of the Purchaser. If it elapses without the Supplier having delivered the material, the Purchaser explicitly reserves the right to terminate the Agreement by law, in accordance with article 1456 of the Italian Civil Code.
- 25.1 The communications envisaged in the General Conditions and in the Agreement shall be sent, in writing, to the addresses indicated in the General Conditions or notified subsequently, in one of the following ways:
c) private carrier;
d) registered letter with acknowledgement of receipt.
- 25.2 The communications addressed to the Purchaser shall be made in Italian.
- 25.3 The communications will be considered received on the date of receipt of the document in cases a) and b) above and, in the case of letter c), on the date resulting from the acknowledgement of receipt.
26. Applicable law
The Agreement, to which these General Terms of Purchase apply, is governed by Italian law.
Any dispute that may arise from these General Terms of Purchase or in relation to their interpretation, validity or application, will be referred solely to the Court of Piacenza.
In accordance with art. 1341 of the Italian Civil Code, the following articles of these General Conditions of Purchase are explicitly accepted: 8.1 (Delivery terms); 9 (Delay); 15 (Warranty for defects); 24 (Explicit termination clause) and 27 (Jurisdiction).