Purchase Conditions

General Conditions of Purchase

Premise
– These General Conditions of Purchase (hereinafter the Conditions and / or the Contract) are an integral part of every purchase contract stipulated between Niche Fusina Rolled Products Srl (hereinafter “Buyer”) and the supplier of: materials / products / services (hereinafter “Supplier “). Any modification and addition, as well as any condition of sale of the Supplier different in whole or in part from these Conditions of Purchase, will be valid only in case of specific written acceptance by the Buyer.
– The Conditions apply even if not expressly referred to and signed in the individual purchase order sent by the Buyer (hereinafter “Order“).
– These Conditions are effective until they have been expressly revoked by the Buyer or are replaced by new conditions that will become effective from their subscription.
– The Conditions do not bind the Buyer to transmit future supply orders to the Supplier.

1. Orders and changes
1.1. Orders, contracts and requests for delivery or delivery as well as changes or additions thereto must be made in writing.
1.2. The validity of any verbal agreements, including amendments and additions to these conditions of purchase, is subject to mandatory written confirmation by the Buyer.
1.3. Written confirmations will also be considered communications received by fax or electronically.
1.4. If the Supplier does not accept the order in writing within 4 (four) working days of its receipt, the Buyer shall have the right to cancel it.

2. Prices
2.1. The prices indicated or referred to in the Order are fixed and not subject to any change, unless otherwise agreed in writing, expressed on a case-by-case basis.

3. Invoicing
3.1. The sales invoices issued by the Supplier must indicate i) Order number, ii) material code, ii) transport document number, iv) quantity of products, v) description of the goods, vi) unit price and total price, vii) VAT, viii) origin of the goods. In case of manual sending of invoices, they must be sent to the email address: [email protected].
3.2. The terms of payment in the Order or in the purchase contract apply. Payment is subject to invoice control.

4. Place and terms of delivery
4.1. The products must be delivered by the Supplier within the terms and places indicated in the Order. The terms agreed for delivery are mandatory and for the exclusive benefit of the Buyer. Therefore, the Supplier must deliver the products at the end indicated in the Order but not before the expiry of the same, unless this is expressly requested by the Buyer. Deliveries or deliveries that deviate from the specifications indicated in the Order are admissible only with the prior consent of the Buyer.
4.2. The Products must be accompanied by the transport document with the detailed indication of:
1. Order number,
2. material code and description,
3. units of measurement,
4. quantity, number of packages,
5. weight and origin of the goods.
At the request of the Buyer, the Supplier shall also be required to issue the EC Declaration of Conformity to all applicable Directives and Regulations.
4.3. In the event that the Supplier makes the delivery late with respect to the agreed terms and again if he delivers the goods to places and subjects other than those indicated by the Buyer, the latter may refuse to accept the supply and may request full compensation for damages. Notwithstanding the provisions of the second paragraph of art. 1510 of the Italian Civil Code. the Supplier is not released from the obligation of delivery by returning the goods to the carrier or forwarder. The Supplier shall give immediate notice to the Buyer, if it foresees difficulties that may hinder its ability to deliver or provide the goods or services promptly and with the required quality. This, however, will not exempt him from the related responsibilities resulting from the delay in performing the service.
4.4. The unconditional acceptance of a late delivery of goods or provision of services will not and cannot in any way be understood and equated as a waiver by the Buyer of the claim for damages. Therefore, the Buyer’s right to proceed with any claim for compensation remains unaffected, if the conditions are met.
4.5. As a rule, deliveries or partial deliveries are not permitted unless the Buyer has expressly agreed to them.
4.6. For the purposes of any complaints, the quantities, weights and dimensions detected by the Buyer during the acceptance of the goods will prevail.
4.7. Unless otherwise agreed between the parties, the risk of damage and/or loss of the products is transferred from the Supplier to the Buyer only upon unloading at the place indicated in the Order. Therefore, the risk of loss and/or damage of the products remains the responsibility of the Supplier, even when the carrier has been chosen by the Buyer. The Supplier will also be responsible for any damage and / or loss of the products, after delivery, where resulting from insufficient or defective packaging.

5. Acceptance of delivery
5.1. The Supplier undertakes to supply products in a workmanlike manner and compliant with the technical specifications described in the Order as well as with the applicable legislation in force, complete with all the necessary documentation suitable for their regular use.
5.2. The acceptance of the Products will be subject and subject to inspection and / or control by the Buyer in order to verify the absence of defects and defects, the completeness and regularity of the supply. The Buyer will give notice without delay and in any case no later than 45 days from the discovery of any defect from the moment of its discovery.
5.3. Payments will be made only on condition that the delivery of the products has taken place within the agreed terms and that the products are not affected by any defect or discrepancy.
5.4. In the event that the products are imported from non-EU countries, the Supplier guarantees to have fulfilled all related obligations, whether customs, administrative or otherwise.
5.5. The Buyer has the right to refuse any deliveries differing, in quantity, with respect to the Order, with costs borne by the Supplier.

6-Force majeure
6.1. In the event of force majeure, such as but not limited to industrial disputes, interruptions of activities beyond the control of the Buyer, riots, government measures and other unavoidable events, the Buyer is released from the obligation to accept the goods and / or services, according to the scheduled deadlines for the duration of such events. During such events, and for the following 2 (two) weeks, the Buyer shall have the right to withdraw in whole or in part from the supply contract if such events have a non-negligible duration and the Buyer’s needs are considerably reduced, since, due to such events, the goods must be produced elsewhere.

7. Packaging
7.1. Unless otherwise specified, the packaging label must indicate:
i) code and item description of the Buyer,
(ii) the manufacturer’s code;
(iii) quantity;
iv) nr. of the Order/purchase contract,
v) nr. production lot.
7.2. The packages must be individually identified with bindelli containing the requested data in readable format.

8. Warranty
8.1 The Products supplied by the Supplier and / or third parties are guaranteed for defects and defects in operation and are assisted by the warranty for defects provided for by art. 1490 cod. civ. and again from all, none excluded, the guarantees provided by Italian law in relation to the specific characteristics of the supply. In this regard, the Parties acknowledge that, pursuant to the first paragraph of art. 1495 cod. civ. the deadline for the Buyer to report defects to the Supplier is 45 (forty-five) working days from their discovery, unless otherwise determined and greater by Italian law and in any case the Supplier irrevocably waives to object to any delay by the Buyer in reporting defects.
8.2. If the products are defective or lack the technical qualities indicated in the Order, the Buyer will have the right to, alternatively:
1. refuse the products and return them to the Supplier carriage forward, with consequent return of any price already paid by the Buyer;
2. request the free replacement / repair of defective / non-conforming products with collection, repair or replacement costs to be borne by the Supplier;
1. request a price reduction.
The warranty will also apply to products sold and delivered to the Buyer’s customers. In any case, the Buyer’s right to claim compensation for the damage suffered, including the costs incurred by it for any legal actions, remains unaffected.
8.3. The costs for the return of the defective products will be borne exclusively by the Supplier ; the defective and / or non-conforming products will be transported on behalf and at the risk of the Supplier, subject to the charge of any charge incurred for the handling and storage of the products themselves as well as any additional costs.
8.4. The Supplier guarantees that the products are delivered free from pledge, or other personal or real warranty right, as well as from retention of title.
8.5. The Supplier indemnifies the Buyer from any or all liability for damage caused to third parties by the products supplied resulting from defective results.
In particular, the Supplier declares that it will indemnify the Buyer from all costs resulting from claims for compensation or claims for compensation made by third parties in relation to damages arising as a result of the use of the product, including the costs of judicial or extrajudicial proceedings brought against the Buyer.

9. Changes to the production process
The Supplier is obliged to notify the Buyer sufficiently in advance and in writing of its possible intention to change the production process and/or to move the place of manufacture of the product and/or materials and/or subcontractors.

10. Industrial and intellectual property
The Supplier guarantees that the products supplied do not infringe any patent, copyright or other intellectual or industrial property right of third parties and undertakes to indemnify, indemnify and hold harmless the Buyer against any claim, demand, damage or burden arising from claims of third parties.

11. Technical documentation – Equipment – Moulds
11.1. The Supplier is required to keep with scrupulous care and confidentiality the drawings, samples and any document and/or material received from the Buyer and to return them at the end of the contractual relationship and in any case if the Buyer requests it. It is expressly forbidden for the Supplier to use and reproduce such documents and materials for purposes other than the supply relationship in force with the Buyer.
11.2. The Supplier shall maintain an adequate record of the results of tests, controls and inspections relating to both its own production and that of any subcontractors, to be shown at the request of the Buyer.
11.3. The Supplier is required, according to ordinary diligence, to keep the molds and equipment owned by the Buyer leased with him exclusively for production purposes (hereinafter “Molds”). The ordinary and extraordinary maintenance of the moulds remains the responsibility of the Supplier. The Supplier is also required to insure the Moulds against theft and fire, at its own care and expense.
11..4. Upon termination of the supply relationship or in any case at the simple request of the Buyer, the Supplier must return to the Buyer the Molds, the Drawings, complete with all their parts.

12 Right of withdrawal
The Buyer has the right to withdraw from these Conditions for any reason and at any time, by notice sent to the Supplier by certified e-mail, with notice of 30 (thirty) days with respect to the date of delivery of the last order.

13. Termination
13.1. Without prejudice to any right provided for in these Conditions or by law, the fulfilling Buyer will have the right to terminate this Contract ipso jure if the Supplier has defaulted on its obligations and has not remedied it within 15 (fifteen) days from receipt of a specific written notice to fulfill sent by registered letter with return receipt or PEC.
13.2. In addition to the cases of termination provided for by law, the Buyer has the right to terminate the contract pursuant to Article 1456 of the Civil Code with immediate effect if:
– the Supplier has blocked the supply to its customers;
– the Supplier’s assets/financial conditions are or are likely to be profoundly/substantially deteriorated, thus compromising the supply commitment to the Buyer;
– the Supplier has become insolvent or is in a situation of excessive indebtedness, or stops its payments;
– the Supplier has not fulfilled the obligations set out in these Conditions.
13.3. the Buyer also reserves the right to terminate the supply contract if the Supplier files a petition for bankruptcy, composition or other bankruptcy or debt restructuring proceedings involving the Supplier’s assets.
13.4. In the event that the Supplier only partially performs the supply, the Buyer is entitled to terminate the entire contract, if it is not interested in partial performance.
13.5. If the Buyer terminates the supply contract under one of the termination hypotheses provided for in these conditions, the Supplier is obliged to compensate him for the loss or damage caused.

14. Confidentiality
The Supplier undertakes not to use directly, indirectly, through a third person, entity or company and not to disclose to third parties, even after the termination of the contractual relationship with the Buyer, from any cause determined said termination, the information and data communicated by the Buyer or of which it has in any case become aware (in any written, verbal form, electronic, by direct vision or any other intelligible form) on the occasion or in the fulfillment of the contractual relationship itself, with particular reference to technical specifications communicated by the Buyer, to the products of the latter, to the production processes implemented in execution of the contractual commitments undertaken, to the Buyer’s company, etc.

15. Visits to the Supplier
The Purchaser reserves the right to visit, upon prior notice, the Supplier’s plant in order to assess the organization of production processes (plants, labor, acceptance of materials, manufacturing processes, testing, shipping, etc.).

16. References
The Buyer’s name may be used as a reference by the Supplier only with the prior written consent of the Buyer.

17. Penalties
17.1. For any delivery delays that do not generate line stops, a penalty will be applied by the Buyer in the amount of 1% of the total amount of the Order for each week of delay or fraction thereof up to a maximum of 5%, starting from the eighth day of delay in delivery.
17.2. If the delay in delivery generates line stops, a penalty of € 1000 / day will be applied that cannot be divided.
17.3. For the opening and technical-administrative management of the procedure will be charged € 250 for compliance.
17.4. Penalties will be invoiced by the Buyer or withheld from the sums due to the Supplier, where there is capacity.
17.5. The Buyer’s right to take action for compensation for further damages remains reserved.

18. Safety Data Sheets
The safety data sheet relating to consumables and dangerous-non-hazardous substances / products must be provided by the Supplier to the Buyer for appropriate information on the dangers of chemicals and chemical preparations present in the product supplied. The card must be provided before or on the occasion of the first supply of the product and whenever the Buyer requests it.

19. REACH Regulation
In compliance with Regulation no. 1907/2006 of the European Union of 18 December 2006, which concerning the registration, evaluation, authorization and restriction of chemicals, the Supplier must inform the Buyer about the substances present and their concentration in the products supplied, in particular adequate communication (certification) must be given to demonstrate that all obligations concerning the application of the provisions contained in Regulation (EC) No 1907/2006 (REACH) and subsequent amendments and additions. The Supplier also undertakes to inform the Buyer of any technical variations of the product supplied.

20. Obligations of the supplier
20.1. Respect for Workers’ Rights.
20.1.1 The Supplier declares to be in compliance with the provisions of the law on remuneration and contributions of employees and undertakes to submit, if requested, a copy of the D.U.R.C.
20.2. Compliance with occupational health and safety regulations.
20.2.1. The Supplier is obliged to comply with all relevant regulations on health and safety at work, as well as all rules and provisions applicable from time to time during the duration of this Order.

21. Subcontractors
21.1. The Supplier may, under its sole responsibility and subject to the written authorization of the Buyer, entrust all or part of the production of the products to third parties, undertaking in this case to procure the timely compliance – by said third parties – with the duties and obligations provided for in the Order and in these General Conditions of Purchase. It is understood that these subjects will not enter into any relationship contractual with the Buyer; consequently, the Supplier will remain solely and exclusively responsible towards the Buyer for the correct fulfillment of the contractual relationship.
21.2. Taking into account the fiduciary nature of the relationship, the Buyer reserves the right to withdraw, with immediate effect, from the contract if it ascertains that the sub-contractor appointed by the Supplier does not have the necessary experience, skills, technical and professional suitability, equipment, personnel, technologies.

22. Non-transferability of the claim
The Buyer and the Supplier agree that the receivables arising from the supplies may be transferred to third parties, subject to the written consent of the Buyer. The Supplier must therefore give written notice sent by certified e-mail to the Purchaser of the intention to transfer the credit and obtain the relative authorization.

23. Place of jurisdiction – Applicable law
23.1. The General Conditions of Purchase are subject to and must be interpreted according to Italian law, with the exclusion of any other right.
23.2. All disputes that may arise regarding the aforementioned purchase contracts will be subject to Italian jurisdiction and referred to the exclusive jurisdiction of the Court of Venice (Italy).