Purchase Conditions

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General Conditions of Purchase

Preamble

– These General Terms of Purchase (hereinafter referred to as the Terms and/or the Contract) are an integral part of every purchase contract entered into between Niche Fusina Rolled Products Srl. (hereinafter the “Buyer“) and the supplier of materials/products/services (hereinafter the “Supplier“). Any modification and integration, as well as any sales condition of the Supplier different in whole or in part from these Terms, shall be valid only upon specific written acceptance by the Buyer.

 

  • The Terms shall apply even if not expressly referred to and signed in the individual purchase order transmitted by the Buyer (hereinafter the “Order“).
  • These Terms shall remain effective until expressly revoked by the Buyer or replaced by new terms that shall become effective upon their subscription.
  • The Terms shall not bind the Buyer to transmit future supply orders to the Supplier.

1. Orders and Modifications
1.1. Orders, contracts, and requests for delivery or supply as well as amendments or additions thereto shall be made in writing.
1.2. The effectiveness of any verbal agreements, including amendments and additions to these Terms, shall be subject to the Buyer’s express written confirmation.
1.3. Communications received via fax or in telematic form shall also be considered as written confirmations
1.4. Shouldn’t the Supplier accept the order in writing within 4 (four) working days of its receipt, the Buyer shall have the right to cancel it.

1.5. The technical specifications of the products stated and/or attached to individual Orders constitute an integral part of these Terms.

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

3. Invoicing
3.1. Sales invoices issued by the Supplier must indicate i) the Order number, ii) any Niche material code, iii) the delivery note number, iv) the amount of products, v) the description of the goods, vi) the unit price and the total price, vii) VAT, viii) the origin of the goods. In the case of non-electronic invoices, these should be sent to the email address: [email protected] .
3.2. The payment terms in the Order or in the purchase contract shall apply. Payment is subject to invoice verification.

4. Place and Terms of Delivery
4.1. The products shall be delivered by the Supplier within the terms and at the place indicated in the Order. The terms agreed for delivery are binding and for the exclusive benefit of the Buyer. Therefore, the Supplier shall deliver the products by the date indicated in the Order, but not before the expiration of that date, unless expressly requested by the Buyer. Deliveries or supplies that do not comply with the specifications indicated in the Order are only admissible with the Buyer’s prior consent.
4.2. The Products must be accompanied by the delivery note with detailed indications of:

  1. the Order number,
  2. material code and description,
  3. unit of measure,
  4. quantity, number of packages,
  5. weight and origin of the goods.

At the Buyer’s request, the Supplier shall also be required to provide the EC Declaration of Conformity to all applicable Directives and Regulations.

4.3. Should the Supplier deliver later than agreed, or deliver the goods to places and persons other than those specified by the Buyer, the Buyer may refuse to accept the delivery and may claim full compensation for damages. In derogation of the second paragraph of Article 1510 of the Italian Civil Code, the Supplier shall not be released from the obligation of delivery by handing over the goods to the carrier or forwarder. The Supplier shall give immediate notice to the Buyer if it foresees any difficulties that may hinder their ability to deliver or supply the goods or services promptly and with the required quality. However, this shall not exempt the Supplier from liability for delay in performance.
4.4. Unconditional acceptance of a late delivery of goods or supply of services shall not in any way be deemed or construed as a waiver by the Buyer of a claim for damages. Therefore, the Buyer’s right to claim for damages shall not be affected if conditions are met.
4.5. As a rule, partial deliveries and supplies are not permitted unless expressly agreed upon by the Buyer.
4.6. The quantities, weights, and dimensions recorded by the Buyer at the time of acceptance of the goods shall be considered the basis for any claims.
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 location indicated in the Order. Therefore, the risk of loss and/or damage of the products remains with the Supplier, even when the carrier has been chosen by the Buyer. The Supplier shall also be liable for any damage and/or loss of the products after delivery if due to insufficient or defective packaging.

5. Acceptance of Supply
5.1. The Supplier undertakes to provide products and/or services in a workmanlike manner and in compliance with the technical specifications described in the Order as well as with the applicable regulations in force, complete with all the necessary and suitable documentation for their regular use.
5.2. Acceptance of the Products shall be subject to and conditional upon inspection and/or control by the Buyer in order to verify the absence of defects, completeness, and regularity of the supply. The Buyer shall give notice without delay – and in any case no later than 45 days after discovery – of any defects detected.
5.3. Payments shall only be made on the condition that the delivery of the products has been executed on the agreed terms and that the products are not defective or non-conforming.
5.4. If the products are imported from non-EU countries, the Supplier warrants that it has fulfilled all related obligations, whether customs, administrative, or of any other nature.

5.5. The Buyer has the right to refuse any delivery that differs in quantity from the Order, with costs to be borne by the Supplier.

6-Force Majeure
6.1. In the event of force majeure, such as but not limited to labour disputes, business disruptions beyond the Buyer’s control, riots, governmental measures, and other unavoidable events, the Buyer shall be relieved from the obligation to accept the goods and/or services in accordance with the planned schedule for the duration of such events. During such events, and for 2 (two) weeks thereafter, the Buyer shall be entitled to withdraw from the supply agreement in whole or in part if such events have a significant duration and the Buyer’s needs are significantly reduced, as the goods have to be produced elsewhere due to such events.

7. Packaging
7.1. Unless otherwise specified, packaging labels shall indicate:

  1. Buyer’s article code and description,
  2. Manufacturer’s code,
  3. Quantity,
  4. Purchase order/contract number,
  5. Production batch number.

7.2. Packages must be individually identified with tags containing the required data in a clear format.

8. Warranty
8.1 Products supplied by the Supplier and/or third parties are guaranteed against defects and malfunctions and are covered by the warranty for defects provided for by Article 1490 of the Italian Civil Code, and also by all guarantees provided by Italian law, none excluded, in relation to the specific characteristics of the supply. In this regard, Parties hereby acknowledge that, pursuant to the first paragraph of Article 1495 of the Italian Civil Code, the term for the Buyer to report defects to the Supplier is 45 (forty-five) working days from their discovery, unless otherwise provided for by Italian law and, in any case, the Supplier hereby irrevocably waives the right to object to any delay on the part of the Buyer in reporting defects.

8.2. Should the products be defective or lack the technical qualities indicated in the Order, the Buyer shall have the right to, alternatively:

  1. reject the products and return them to the Supplier at the assigned port, with consequent refund of any price already paid by the Buyer;
  2. request the replacement/repair free of charge of the defective/non-conforming products, with collection, repair or replacement costs borne by the Supplier;
  3. request a price reduction. The warranty shall also apply to products sold and delivered to the Buyer’s customers. The Buyer’s right to claim compensation for damages suffered, including costs borne for any legal actions, shall in any case remain unaffected.

8.3. The costs for the return of flawed products shall be borne exclusively by the Supplier; flawed and/or non-conforming products shall be transported at the Supplier’s sole expense and risk, reserving the right to charge the Supplier for any costs incurred for the handling and storage of such products as well as any further costs.
8.4. The Supplier guarantees that the products are delivered free of any pledge or other personal or collateral guarantee, as well as from retention of title.
8.5. The Supplier shall indemnify the Buyer from any and all liability for damage caused to third parties by supplied products that are found defective. In this regard, the Supplier declares that it shall indemnify the Buyer against all costs resulting from claims or demands for compensation made by third parties in relation to any and all damage arising from 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 shall notify the Buyer sufficiently in advance and in writing of any intention to modify the production process and/or to move the place of manufacture of the product and/or materials and/or sub-suppliers.

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 any third party and undertakes to indemnify, hold harmless, and compensate the Buyer against any claims, demands, damages, or liabilities arising from third party claims.

11. Technical documentation – Equipment – Moulds
11.1. The Supplier is obliged to conserve with scrupulous care and confidentiality the drawings, samples, and any document and/or material received from the Buyer and to return them at the termination of the contract and in any case if the Buyer so requests. The Supplier is expressly forbidden 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 keep adequate records of the results of tests, checks and inspections relating to both its own production and that of any sub-supplier, to be produced upon the Buyer’s request.

11.3. The Supplier shall be obliged to take care, with due diligence, of the moulds and equipment owned by the Buyer and held by it exclusively for production purposes (hereinafter “Moulds“). Ordinary and extraordinary maintenance of the Moulds shall be at the Supplier’s expense. The Supplier is also obliged, at its own care and expense, to insure the Moulds against theft and fire.
11.4. Upon termination of the supply relationship or at the Buyer’s request, the Supplier shall return to the Buyer the Moulds and/or Drawings, complete with all their parts.

12 Right of Withdrawal
The Buyer shall have the right to withdraw from these Terms for any reason and at any time, by notice sent to the Supplier by certified e-mail, 30 (thirty) days prior to the date of delivery of the order.

13. Termination
13.1. Notwithstanding and without prejudice to any rights provided for in these Terms or by law, the Buyer, who has fulfilled its obligations, shall have the right to terminate this Contract ipso jure if the Supplier fails to fulfil its own obligations and does not remedy the unfulfillment within 15 (fifteen) days after receipt of written notice to comply sent by registered letter with acknowledgment of receipt or certified e-mail.
13.2. In addition to the cases of termination provided for by law, the Buyer shall have the right to terminate the contract with immediate effect pursuant to article 1456 of the Italian Civil Code if:

  • the Supplier has halted the supply to its customers;
  • the Supplier’s assets/financial conditions are or are likely to be deeply/strongly deteriorated, thereby jeopardising the supply commitment to the Buyer;
  • the Supplier has become insolvent or is in a situation of excessive indebtedness, or has suspended its payments;
  • the Supplier has not fulfilled its obligations under these Terms.

13.3. The Buyer also reserves the right to terminate the supply contract if the Supplier files for bankruptcy, composition, or other insolvency proceedings or debt restructuring involving Supplier’s assets.
13.4. Should the Supplier perform only part of the supply, the Buyer shall be entitled to terminate the whole contract if it is not interested in partial performance.
13.5. Should the Buyer terminate the supply contract by virtue of one of the cases of termination provided for in these Terms, the Supplier shall compensate the Buyer for the loss or damage caused.

14. Confidentiality
The Supplier undertakes not to use, directly, indirectly, through third parties, bodies or companies, and not to disclose to third parties, even after termination of the contractual relationship with the Buyer, for whatever reason such termination may be caused, the information and data communicated by the Buyer or otherwise acquired (in any written, verbal, electronic form, through direct observation, or any other intelligible form) on the occasion of or in the performance of the contractual relationship itself, with particular reference to technical specifications communicated by the Buyer, its products, the production processes implemented in the performance of the contractual commitments undertaken, the Buyer’s company, etc.

15. Visits at the Supplier’s Premises
The Buyer reserves the right to visit the Supplier’s plant with prior notice, in order to assess the organisation of its production processes (facilities, labour, acceptance of materials, manufacturing processes, testing, shipping, etc.).

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

17. Penalties
17.1. For any delays in delivery that do not generate downtime, the Buyer shall apply a penalty in the amount of 1% of the total amount of the Order, starting from the eighth day of delay in delivery, for each week of delay or fraction thereof, up to a maximum of 5%.
17.2. Should the delay in delivery lead to downtime, a non-fractionable penalty of EUR 1,000/day will be applied.
17.3. A fee of EUR 250 will be charged for the opening and technical-administrative management of the compliance procedure.
17.4. Penalties shall be invoiced by the Buyer or deducted from the sums due to the Supplier, if any.
17.5. The foregoing without prejudice to the Buyer’s right to claim further damages.

18. Safety Data Sheets
The safety data sheet relating to consumables and hazardous/non-hazardous substances/products must be mandatorily provided by the Supplier, preferably in Italian language, to the Buyer for adequate information on the dangers of the chemical substances and preparations present in the product supplied. The data sheet must be provided before or upon the first delivery of the product and whenever requested by the Buyer.

19. REACH Regulation
In compliance with Regulation No. 1907/2006 of the European Union of December 18, 2006, concerning the Registration, Evaluation, Authorization, and Restriction of Chemicals, the Supplier shall inform the Buyer of the substances present and their concentration in the products supplied. Adequate communication (certification) shall be given to demonstrate that all obligations concerning the application of the provisions contained in REACH Regulation and subsequent amendments and additions are considered to have been fulfilled by the Supplier. The Supplier also undertakes to inform the Buyer of any technical variations in the product supplied.

20. Supplier’s Obligations
20.1. Respect for Workers’ Rights.
20.1.1 The Supplier declares to be compliant with the legal provisions on employee pay and contributions and undertakes to submit, if requested, a copy of the D.U.R.C. (Document for Unemployment Insurance and Social Security).
20.2. Compliance with occupational health and safety regulations
20.2.1. The Supplier shall comply with all applicable  health and safety at work regulations, and all relevant rules and provisions applicable from time to time during the term of the supply contract.

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

22. Non-Assignability of Credit
The Buyer and the Supplier agree that credits arising from supplies may be assigned to third parties, subject to the Buyer’s prior written consent. The Supplier shall therefore notify the Buyer in writing, via certified e-mail or by registered letter with acknowledgment of receipt, of the intention to assign the credit and obtain the relevant authorization.

23. Competent Jurisdiction – Applicable Law
23.1. The General Terms of Purchase are subject to and shall be interpreted according to Italian laws, to the exclusion of any other law.
23.2. All disputes arising in connection with the aforesaid purchase agreements shall be subject to Italian jurisdiction and submitted to the exclusive jurisdiction of the Court of Venice (Italy).