Officine Maccaferri
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1 General principles
1.1 The following purchasing conditions are the only ones that govern the orders issued or purchase contracts stipulated by OFFICINE MACCAFERRI S.p.A. (hereinafter BUYER). Any change or addition, as well as any sales conditions of the supplier (hereinafter the Supplier) that are completely or partially different from these purchasing conditions, will be valid only if specifically accepted by the BUYER in writing.

2 Orders and their changes

2.1 Orders, contracts and requests for delivery or supply as well as changes or additions to them must be made in writing.

2.2 The validity of any verbal agreements, including changes or additions to these conditions of purchase, is subject to mandatory written confirmation by the BUYER.

2.3 Communications received by fax or electronically will also be considered as written confirmations.

2.4 The quotes will NOT be binding and will not require any kind of payment to the Supplier unless otherwise explicitly agreed between the Supplier and the BUYER (hereinafter jointly the “Parties”).

2.5 The Supplier must send the confirmation of the order to the BUYER in writing. The order is deemed as accepted by the Supplier unless it is expressly rejected by sending a registered letter, certified email or fax within 10 days from its date of issue.

2.6 The information necessary for the creation of new suppliers is as follows: Company name, address (street, house number, city, province, state, postal code, telephone, fax), email address, tax code, VAT number, VAT, IBAN, terms of payment and Incoterms.

3 Delivery of goods/provision of services

3.1 Deliveries or supplies that do not comply with the specifications in the contracts and the BUYER’s orders are only acceptable with the prior written consent of the BUYER.

3.2 The dates and terms agreed in writing are binding for the Supplier. The respect of the lead times and delivery dates is determined by the date the BUYER receives the goods.

3.3 If the Supplier does not comply with the terms of delivery even with respect to one part of the order, the BUYER – at its discretion – will have the right to: a) proceed with the order, with the Supplier having an obligation to pay the BUYER a penalty equal to 2% of the amount of the material not yet delivered for each week of delay up to a maximum of 10%; b) consider the order cancelled by sending a communication from the BUYER to the Supplier via registered letter with return receipt or by email or by fax. In any case the BUYER retains the right to seek compensation for any damages.

Any penalties accrued can be deducted from payments due from the BUYER to the Supplier. If the BUYER does not avail itself of this option, the Supplier will still be obliged to pay the sum due as a penalty upon presentation of such an invoice by the BUYER.

The Supplier shall immediately notify the BUYER’s purchasing office if it foresees any difficulties that may hinder its ability to deliver or supply goods or services on time and with the required quality. However, this will not exempt it from any responsibilities resulting from a delay in providing the service.

3.4 The unconditional acceptance of a delivery of goods or provision of services that are late will not imply and cannot in any way be understood and equated as a waiver by the BUYER to any claim for damages.

3.5 As a rule, deliveries or partial deliveries are not permitted unless the BUYER has expressly agreed to them.

3.6 The quantities, weights and dimensions found by the BUYER during the acceptance of the goods will be valid for the purposes of any claims.

3.7 The BUYER is only required to accept the quantities of goods actually ordered. A tolerance is allowed if previously jointly agreed to by the parties.

3.8 The Supplier must provide the services through its company. It may subcontract the provision of services to third parties only with the prior written consent of the BUYER, and in any such case it will be responsible to the BUYER for all the sub-supplier’s activities as if they had been carried out by the Supplier itself. In the event that services of third parties are requested, pursuant to and for the purposes of art. 1381 of the Italian Civil Code the Supplier agrees to incorporate the terms and conditions set out in this document in any related underlying contracts. In any case, the Supplier guarantees its full compliance and that of any subcontractors and sub-suppliers with the Consolidated Safety Act (Italian Legislative Decree no. 81/2008) by submitting to the BUYER the name of the party or parties in its company and their specific duties who are assigned to perform the tasks referred to in Article 97 of Italian Legislative Decree 81/2008.

3.9 For the purpose of verification, upon request the Supplier must show all the documentation necessary to substantiate its professional technical fitness.

3.10 Pursuant to art. 70 of Italian Legislative Decree 81/2008, all work equipment used by the Supplier must comply with specific legislative and regulatory provisions implementing EU product directives.

3.11 The performance standards, configurations and purposes specified by the BUYER shall not exempt the Supplier from its obligation to provide solutions that are technically defect-free and economical. The Supplier shall promptly inform the BUYER if the performance standards, configurations or purposes mentioned above are in conflict with such solution or if changes or improvements in the object or purpose of the service are necessary or appropriate for other reasons. Additional services or changes made without the prior written consent of the BUYER cannot be used as a basis for claims by the Supplier.

3.12 The services must be performed in accordance with the object of the contract and the purpose of the service. This also applies to documentation relating to specifications. The Supplier must observe the general state of science and industry, applicable regulatory law, European directives, safety practices and related measures. In the execution of engineering orders, the focus must be on allowing easy execution of maintenance and/or inspections.

3.13 The Supplier agrees to guarantee the supply of spare parts for a minimum period of 10 (ten) years from the last delivery.

4 Force majeure

4.1 In case of force majeure, labour disputes, interruptions of business beyond the control of the BUYER, riots, government measures and other unavoidable events, BUYER is free from the obligation to accept the goods and/or services according to the scheduled deliveries for the duration of these events. During these events and for the subsequent 2 (two) weeks, the BUYER will be entitled – without prejudice to any other right of the BUYER – to fully or partially terminate the supply contract if such events have a non-negligible duration and the needs of the BUYER are considerably reduced because the goods must be produced elsewhere due to such events.

5 Shipping notification and invoice

5.1 The details contained in our contract orders apply. The invoice containing the invoice number, the date, the reference to our PO number and our tax information must be sent exclusively to the email address specified in the purchase order, more specifically for Officine Maccaferri S.p.A.:amministrazione@maccaferri.com

5.2 For administrative matters, send a message to the email address amministrazione@maccaferri.com. For information regarding payments send a message to the email address treasury@maccaferri.com.

6 Price and transfer of risk

6.1 Unless otherwise stipulated, prices are “delivered at place” (DAP Incoterms 2010) and include packaging. Value added tax (VAT) is excluded. The Supplier assumes all risks of loss or damage related to the goods until they are received by the BUYER or by its representative at the place of delivery envisaged in the contract.

6.2 The amount of compensation for the goods and/or services to be supplied will be agreed to separately in each order or contract. The agreed prices cannot be changed unless otherwise agreed to in writing on a case by case basis. If in a contract the consideration has not been set at a fixed price, but rather based on the expenses incurred and documented, the Supplier guarantees to maintain its request below the total approved offer or estimate. Any additional costs will be covered by the BUYER only if previously approved and documented in writing.

7 Payment terms

7.1 The payment terms noted in the order/purchase contract apply. Payment will be made only after checking the invoice.

7.2 Advance payments will not be accepted unless expressly authorised by the group treasury office.

7.3 The payment method recommended by the Central Treasury Office is BANK TRANSFER.

7.4 If the contract between the Supplier and the BUYER falls within the scope of application of art. 3 and 6 of Italian Law 136/2010 containing rules on the traceability of financial flows relating to works, services and public supplies, the BUYER will take care to include in the purchase order the Tender Identification Code (CIG) and, if present, the Uniform Project Code (CUP) relating to the public contract. In this case, with the acceptance of the order expressed in any form (including tacitly or by commencing works) the Supplier is required to fully comply with the rules on the traceability of financial flows. The violation of the provisions regarding traceability constitutes a serious breach by the Supplier and therefore will result in the supply contract being terminated.

8 Claims for defects

8.1 The BUYER’s acceptance of the goods and/or services does not exclude or imply a waiver of the warranty against defects by the Supplier.

8.2 The goods and services provided by the Supplier and/or third parties are guaranteed against defects and malfunctions and are therefore covered by the warranty for defects envisaged by art. 1490 of the Italian Civil Code and again by all the guarantees envisaged by the Italian law without exception in relation to the specific characteristics of the supply, the contract and the service provided.

8.3 In exemption of the provisions of art. 1495 of the Italian Civil Code, BUYER may report defects in the goods supplied within 12 months from their delivery, and, in the case of hidden defects, within 30 days of the discovery of such defects.

8.4 If the BUYER ascertains that the products do not comply with the agreed specifications, at its discretion it can: a) request the immediate replacement of the defective product at the Supplier’s full expense; b) refuse the product without requesting its replacement, in which case the order must be considered cancelled without charge to the BUYER.

8.5 If the defect concerns processing materials supplied by the BUYER, the cost of said materials will be charged to the Supplier, who must reimburse their cost within 30 (thirty) days from the relative written request of the BUYER. This charge may take place when the BUYER has paid the balance of the supply before the defect has been reported.

8.6 If the Supplier provides goods or services for which it does not have full ownership, the Supplier will hold the BUYER fully harmless against any third-party claims, as well as a full guarantee of free and clear title.

8.7 The Parties agree that, contrary to the provisions of the third paragraph of art. 1495 of the Italian Civil Code, the limitation period for claims for damages due to defects is 3 years, except for cases of fraudulent erroneous declaration. The limitations period begins with the delivery of the product. The Parties acknowledge that the provision contained in art. 1497 of the Italian Civil Code applies to the extent possible.

8.8 If the Supplier fulfils the obligation of additional service by supplying a replacement product, the terms of forfeiture and limitations of the goods delivered in replacement will be calculated again from the delivery, unless – during the additional service – the Supplier explicitly expresses the reservation that the substitute delivery has been carried out by pure demonstration of good will in order to avoid disputes or in the interest of the continuation of the supply relationship.

8.9 In the event that the BUYER incurs expenses due to defective delivery of the Product, in particular costs of transport, shipping, processing, labour, assembly and disassembly, materials or costs for inspections and checks, the aforementioned costs will be charged to the Supplier.

8.10 The Parties agree that if the BUYER disputes the supply for any reason it may suspend the corresponding payment until the legality and validity of the claims have been judged definitively, and therefore in such cases the Supplier will not be able to attempt to collect such receivable and the BUYER will not be required to pay any interest on the sums not paid, not even default interest or other interest called for by Italian Legislative Decree no. 231/2002 as subsequently amended and updated.

8.11 The BUYER may offset the sums requested from the Supplier by way of compensation for damages with those due for supplies.

8.12 The payment of the supply will not prejudice in any way the right of the BUYER to contest it and to repeat the payment in addition to claim against the Supplier compensation for all damages, none excluded.

9 Product liability and recall procedure

9.1 In the event that an action for product liability is filed against the BUYER, the Supplier is obliged to indemnify and hold the BUYER harmless against such requests if and to the extent that the damage is due to a defect of the product supplied by the supplier. In the event of liability arising from default, it will only apply if the Supplier is in default. If the cause of the damage falls within the scope of the Supplier’s responsibilities, the burden of proof to that extent will be the responsibility of the latter.

9.2 In the cases referred to in paragraph 9.1 above, the Supplier is obliged to bear all costs and expenses, including the costs of any legal action.

9.3 In all other cases, the provisions of the law will apply.

9.4 Before any recall of the products due wholly or partially to a defect in the product supplied by the Supplier, the BUYER will inform the Supplier, offering it the possibility to collaborate and discuss with the Supplier regarding the most efficient method of recall, unless special urgencies prevent such communication or collaboration. The costs of the recall are understood to be borne by the Supplier when it is attributable to a defect in the product supplied by the Supplier.

10 Right of early termination and termination

10.1 In addition to the right of early termination and termination envisaged by law, the BUYER has the right to terminate the contract with immediate effect if: ▪ the Supplier has blocked the supply to its customers; ▪ the Supplier’s financial conditions are or risk being significantly/substantially deteriorated, thereby compromising its ability to supply the BUYER; ▪ the Supplier is in a situation of excessive debt or interrupts its payments due to causes not attributable to force majeure.

10.2 The BUYER has the right to terminate the supply contract if the Supplier presents a request for an arrangement with creditors or other bankruptcy or debt restructuring procedure that involves the Supplier’s assets.

10.3 If the Supplier supplies only a part of what is due, the BUYER may cancel the entire contract if it is not interested in partial fulfilment.

10.4 If the BUYER terminates the supply contract by virtue of the termination rights referred to in the preceding paragraphs, the Supplier is obliged to compensate the BUYER for any losses or damages caused as a result, unless the Supplier is responsible for the situation that gave rise to the exercising of the right of termination of the contract.

10.5 The rights and actions envisaged by law shall not be limited by the provisions of this Article 10.

11 Supply of materials

11.1 Any materials, components, containers and special packaging supplied by the BUYER will remain its property. They may only be used in accordance with their intended use. The processing of the materials and the assembly of the components are performed on behalf of the BUYER. It is understood that, in proportion to the value of BUYER’s components with respect to the value of the entire product, BUYER will be co-owner of the goods manufactured with its materials and components. The Supplier agrees to safeguard these products on behalf of the BUYER.

12 Confidentiality

12.1 With respect to third parties, the Supplier will keep confidential all commercial and technical information made available by the BUYER (including data that can be learned from objects, documents or software and any other information or experience), as well as the results of the works performed under the contract, except what is already public knowledge. The information will be made available only on the Supplier’s premises to those persons who need it for the purposes of the supplies to be provided to the BUYER. These people must agree to maintain the confidentiality of the information. The information is the exclusive property of the BUYER and may not be duplicated or used commercially – except for deliveries to the BUYER – without prior written consent of the BUYER. At the request of the BUYER, all information communicated by the BUYER (including copies or recordings, if any), as well as the goods and tools given by the BUYER to the Supplier must be immediately returned or destroyed. All rights to this information are reserved to the BUYER (including industrial and intellectual property rights). This also applies to information provided by third parties.

12.2 Goods created on the basis of documentation like drawings, models and the like prepared by the BUYER or based on confidential information of the BUYER can never be used by the Supplier outside the supply contract with BUYER, nor offered or sold to third parties. The above also applies to the BUYER’s orders.

12.3 With regard to the technical and commercial information received by the BUYER for the execution of the service, the commitment of confidentiality will continue even after the execution and conclusion of the contract until and to the extent that such information does not become public knowledge for reasons not attributable to the Supplier, or in the event that the BUYER waives the confidentiality commitment in writing.

13 Export controls and Customs

13.1 The Supplier is obliged to inform the BUYER of any requirements relating to the export (re-export) licences of the Products according to Italian, European or US legislation related to export controls and customs regulations, and at the same time is required to inform the PURCHASER of export control legislation and customs regulations in force in the Products’ country of origin. Therefore, at least in offers, order confirmations and invoices the Supplier must communicate the following information regarding the Products: – any applicable export list number; – ECCN (Export Control Classification Number) for US goods (including technology and software) according to the US Export Administration Regulations (EAR); – country of origin of the Products and related components, including technology and software; – any transport of products within the territory of the USA, any manufacture or storage of products in the USA and any products manufactured with US technology; – customs tariffs for products (HS Code of Products); – a person of reference within the company, available upon request to provide further information. Upon request, the Supplier will provide any additional data on foreign trade related to the Products and the components thereof in writing, and inform the BUYER of any changes made to such data promptly and in any case before delivery to the BUYER.

14 Compliance with standards and principles

14.1 The Supplier must comply with the law regarding the treatment of employees, environmental protection and health and safety in the workplace, and commit to minimising the negative effects of its activities on man and the environment. In addition, the Supplier will respect the principles of the UN Global Initiative, in particular those relating to the protection of human rights at an international level, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discriminating criteria in recruitment of personnel, environmental responsibility and prevention of corruption.

14.2 If the Supplier repeatedly violates the law and/or violates the law despite having been appropriately notified and is unable to demonstrate that this violation has been remedied as far as possible and that it has taken the appropriate precautions to avoid future violations, the BUYER reserves the right to terminate the supply contract without notice.

14.3 Quality management system. The supplier agrees to implement a Quality Management System according to ISO 9001: 2015, certified by a certification body accredited according to MLA mutual recognition criteria within EA. The purpose of certification must be consistent with the products of the supply. In the absence of such certification, at the discretion of the BUYER the supplier agrees to undergo an audit of its quality management system within the time required by the BUYER.

14.4 Health and safety management system. The supplier undertakes to implement a Health and Safety Management System according to BS OHSAS 18001: 2007 (from March 2018 – ISO 45001: 2018), preferably certified by a certification body accredited according to MLA mutual recognition criteria within EA. The purpose of certification must be consistent with the risks of the products supplied. In the absence of such certification, at the discretion of the BUYER the supplier agrees to undergo an audit of its health and safety management system within the time required by the BUYER.

The supplier also declares that it complies with all the mandatory regulations for the health and safety of workers in its own country, at the OFFICINE MACCAFERRI Group sites and at those of the end customers of OFFICINE MACCAFERRI S.p.A. with respect to any services associated with the supply of the product.

14.5 Environmental management system. The supplier agrees to implement an Environmental Management System according to ISO 14001: 2015, preferably certified by a certification body accredited according to MLA mutual recognition criteria within EA. The purpose of certification must be consistent with the environmental aspects of the products supplied. In the absence of such certification, at the discretion of the BUYER the supplier agrees to undergo an audit of its environmental management system within the time required by the BUYER.

The supplier also declares that it complies with all the mandatory environmental regulations in its own country, at the OFFICINE MACCAFERRI Group sites and at those of the end customers of OFFICINE MACCAFERRI S.p.A. with respect to the product life cycle.

15 Place of performance

15.1 The place of performance is the place where the goods must be delivered according to the contract or in which the service must be provided in accordance with the order/contract.

16 Miscellaneous

16.1 The possible ineffectiveness of a clause of these conditions or subsequent supplementary agreements will not result in the invalidity of the other conditions. The Parties will agree on a replacement clause that reflects its economic intent as much as possible.

16.2 The Conditions are written in Italian and may be translated into the requested language. In case of discrepancy and/or of different interpretation, the Parties expressly declare that the Italian version will prevail.

16.3 These purchasing conditions are governed exclusively by the laws of the Italian Republic. No other laws will apply, including the Hague Convention relating to a Uniform Law on the International Sale of Goods, the United Nations Convention on Contracts for the International Sale of Goods or other conventions, regulations or other private international laws applicable to the sale of goods and/or services.

16.4 For any dispute deriving from these conditions or associated therewith, the Court of Bologna will have exclusive jurisdiction, the parties agreeing that all other competing or alternative jurisdictions are expressly excluded.

16.5 The Parties mutually acknowledge that each individual provision of this contract including these general conditions for the purchasing of goods and services has been fully discussed by both parties in their capacity as professional operators, specifically agreed to and approved, as well as each individual paragraph and article.

 

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