ARTICLE 1 - PROPOSAL AND ACCEPTANCE
1.1. Written acceptance of the Order by the Supplier, or the beginning of the 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 shall be expressly accepted in writing by Buyer.
ARTICLE 2 - OBLIGATIONS AND COMPLIANCE
2.1. The Supplier must execute the Order in accordance with that established in these General Conditions of Purchase. The Supplier shall provide the Buyer with all information which the Purchaser requires in relation to the Supplies and shall also promptly inform the Buyer if, at any time, the Supplier is prevented or delayed or becomes aware of any circumstance that may place him in the situation of being unable or delay in the performance of any portion of its Supplies.
2.2. The Purchaser reserves the right to vary the Order at any time. Any variation of that kind will be carried out through a review of the written Order, accepted in accordance with the modalities referred to in article 1.
2.3. The Supplier may not assign, transfer, sub-supply or sub-contract all or part of the Order without the prior written consent of the Purchaser and without the express written approval of the General Purchase Conditions and any other provision contained in the Order by of (as appropriate) the transferee, purchaser or subcontractor. The acceptance of the assignment by the Purchaser and/or the subcontractor does not free the Supplier from its responsibility and obligations under the Order.
ARTICLE 3 - DELIVERY
3.1. The Supplies must be delivered and cleared DDP - Delivered Duty Paid at the address specified in the Order. The properties of the Supplies will be transferred at the time of delivery at the address indicated in the Order. The passing of the risk relating to the Supplies shall pass to the Buyer at the time of delivery, according to the terms of surrender just mentioned.
3.2. Delivery shall be deemed to have occurred 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, shall be procured in duplicate by the Supplier a shipping document containing the same information as the invoice, except the indication of the price. The Order shall be deemed executed when: (i) all Supplies have been delivered and/or provided in accordance with the Order and have been accepted by the Purchaser; (ii) all documents specified in the Order and/or all documents and certificates required for the operation and maintenance of the Supplies in accordance with the provisions in force have been received and accepted by the Buyer.
3.3. The Supplies must be delivered on the date indicated in the Order. We will not accept partial deliveries or deferred without the prior written consent of the Purchaser.
ARTICLE 4 - SCHEDULE OF DELIVERY - CRIMINAL DELAY
If the Supplier does not comply with the delivery schedule but the Purchaser decides not to terminate the Order, Buyer may require the Supplier to, without prior notice and the payment of a penalty in a sum equal to 1% of the Order value, excluding tax, for each day of delay, up to a maximum, for each hypothesis of delay, equivalent to 10% of the Order value. You will have automatic compensation of the value of the penalties and any amount still owed by the Purchaser to the Supplier, are to be such sums payable or not to the moment of realizing the compensation. And, without prejudice to the right of the Buyer to claim damages further, even in the case of the application and the payment of the penalty for late delivery.
ARTICLE 5 - PARTIAL DELIVERY - ANY DIFFERENCE IN THE DELIVERY
5.1. If the Supplier delivers only a part of the Order, or if only a part of the delivery conforms to what was specified in the Order, Buyer may, at its option, apply the provisions of Article 4 only to those parts of the Order not delivered or does not conform with the requirements set in the Order.
5.2. In the event of a partial delivery or not conforming to the provisions of this clause shall not affect the Buyer's right to: (i) terminate the entire Order in accordance with the provisions in Article 16; (ii) request compensation for any damage, loss, costs or expenses that has incurred due to the default of the Supplier; and/or (iii) request the application of penalties calculated on the total value of the Order excluding tax.
ARTICLE 6 - OBLIGATIONS OF THE SUPPLIER BEFORE SHIPMENT
6.1. The Supplier shall provide to the Purchaser or to persons indicated by the Buyer free access to its plant or to one of its subcontractors/sub-suppliers or any other place where there are carried out operations related to the Order, with the purpose of allow you to check the status of the execution of the Order and its progress.
6.2. The employees or appointed by the Supplier will remain under the full responsibility of the Supplier even in the case in which, in order to perform the obligations assumed with the Order, must work at the Purchaser, or any of the customers of the Buyer.
ARTICLE 7 - PACKAGING - TRANSPORT
7.1. The Supplier is responsible for packaging of Supplies and verify that the Supplies are assembled, packaged and protected in a suitable way.
7.2. The Supplier shall draw up an inventory for each shipment. The inventory must contain all the details necessary to identify the packages (details of the order, type and amount of Supplies, carrier's name, details of the shipment), as specified in the Order.
7.3. For the case in which the Supplies were to be damaged during their storage, transport, delivery or before their acceptance, the Supplier undertakes to obtain and provide, at its own expense and danger, substitutions identical for each item damaged or lost, within the terms envisaged in the plan of delivery. The Purchaser, without prejudice to the exercise of rights or remedies provided under law because of such failure, may, at its option, (a) terminate the Order without prior notice nor any compensation; (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-reviewable, after the deduction of discounts, and any case include (without exception): taxes, storage, packaging, insurance, customs duty and carriage paid to the delivery address. The currency of the amounts shown in the Order is also the currency of payment. The prices are not subject to any form of review, in accordance with the changes in rates of exchange or otherwise.
ARTICLE 9 - BILLING
9.1. The Supplier will issue invoices in three copies, to be delivered to the Purchaser at the address indicated in the Order.
9.2. Invoices shall be accompanied by documentation which proves that occurred proper execution of the Order, and shall contain: 1) All references, number and date of the order and of the relevant project; 2) A complete description of the Supplies, as well as the number and date of the waybill of the shipment; 3) The price of the Supplies excluding tax, the VAT amount, 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 the application of the following Article 10; and, more in general, all of the information that should be reported in the invoice in order to comply with applicable laws.
9.3. The Purchaser reserves the right not to accept bills not correct in substance and/or shape.
ARTICLE 10 - PAYMENT
10.1. Unless the Order provides otherwise and provided that the provisions of the Order are regularly fulfilled, invoices comply with the provisions referred to in the preceding Article 9 shall be paid within 90 days from the date of receipt. 10.2. The Buyer shall have the right to offset any bill with any sum that the Supplier is to the Buyer pursuant to the Order or to any other title. 10.3. The payment by the Purchaser of the price fixed in the contract for Supplies delivered shall not constitute acceptance thereof and will not release the Supplier from its responsibilities and its obligations.
ARTICLE 11 - WARRANTY
11.1. The Supplier warrants to the Purchaser that the Supplies (i) are fully consistent with the forecasts of the Order, the specifications, designs, and related documentation; (ii) are in accordance with best industry practices and applicable standards, as well as to the applicable law (including any regulation of exports); (iii) are free of any defect of design, materials, workmanship, construction or installation; and (iv) are new and suitable for the use they intend to make of the Buyer.
11.2. The Warranty will have a minimum duration of two years, starting from the date the Supplies are put into service (Article 13).
11.3. The Supplier agrees to replace promptly, at its expense, any defective part of the Supplies. Any part replaced, in accordance with the provisions of the contract Warranty or any other warranty provided by law, shall be subject to the same clause of the warranty referred to in this Article 11. The costs of returning the defective parts to the Supplier shall be borne by the Supplier. The Supplier undertakes to provide replacement parts and any other part that may be required during the entire operation of the Supplies. If the Supplier fails to timely implement to remedy any defect or non-conformity, the Buyer will be able to directly provide all the necessary works to be realized at the expense of the Supplier.
11.4. The Warranty period will be extended for the 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-conformity until the date on which the Supplies in question are called into service. If a key part or main of an item of Supplies require repair or replacement during the Warranty period, the extension and renewal of the Warranty will extend to the whole of this element of the Supplies.
ARTICLE 12 - LIABILITY AND INSURANCE
12.1. The Supplier shall be liable to the Buyer and any third party, and shall indemnify and detect harmless the Purchaser against any loss, damage, cost and expense of whatever nature (whether direct, indirect, tangible, intangible, physical or economic, and whether suffered by Purchaser, by Supplier or by any third party) resulting from the breach by the Supplier of its obligations set out in the Order, or by the wrongful act or default. The Supplier will be responsible for the consequences of its breach, even if attributable to its employees, officers, directors, agents, subcontractors and/or suppliers.