1) PURCHASE ORDER
1.1. The supply referred to in this purchase order, and any subsequent supplies based on ACCIAITUBI S.P.A. purchase orders, are governed by these General Purchase Terms.
1.2. The Supplier shall notify ACCIAITUBI S.P.A. of its acceptance of this order by forwarding a signed copy of the attached order confirmation. The contract shall be considered valid on receipt of the aforementioned order confirmation. In any event, even in the absence of written confirmation, the contract shall be considered valid - and subject to these General Terms - if, after a supply is made by the Supplier, ACCIAITUBI S.P.A. accepts the Products delivered.
1.3. Any contractual terms other than those mentioned herein, attached, indicated, added or amended by the Supplier, shall not be valid unless expressly and specifically accepted in writing by ACCIAITUBI S.P.A.
1.4. This order automatically implies reference to the ACCIAITUBI S.P.A. Technical Supply Specifications currently in force for the Products. The acceptance of an order therefore implies the full and unconditional acceptance of all terms contained in the Technical Supply Specifications, which therefore form an integral part of the supply contract. It remains implicit that in the event of conflict between the terms of the Technical Supply Specifications and these general conditions, the Technical Supply Specifications shall prevail.
2) PRICES AND PAYMENT TERMS
2.1. The prices indicated or referred to in the order are fixed and not subject to variation in any form. These are considered inclusive of related packaging and shipping in accordance with ACCIAITUBI S.P.A. instructions.
The transport terms shall be specified in the order.
3.1. Product invoices shall be issued by the Supplier no earlier than the date of delivery of the Products concerned, and will indicate the order number, order status and a description of the goods.
3.2. The packing lists must indicate the relevant order number, failing which ACCIAITUBI S.P.A. shall have the right to refuse acceptance of the goods.
4) TRANSFER OF OWNERSHIP AND RISK
4.1. The right of Product ownership and related risk shall transfer to ACCIAITUBI S.P.A. when the products have been duly delivered in compliance with agreed terms.
5.1. (Delivery method). Unless otherwise specified in the order, the delivery shall be considered FCA (Free Carrier – Incoterms) from the Supplier premises.
All Products ordered by ACCIAITUBI S.P.A. must be delivered to the delivery location and on the delivery date specified in the order.
It is essential that terms agreed for delivery are met. In addition to delays, therefore, any delivery in advance of the agreed date, unless specifically requested by ACCIAITUBI S.P.A., is not permitted.
5.2. (Delayed or early deliveries). Without prejudice to the right of ACCIAITUBI S.P.A. to claim compensation for damages, if the Supplier should delay the delivery of any quantity of Products with respect to the date envisaged in the order, ACCIAITUBI S.P.A. shall have the right to full or part cancellation of the contract.
At the expense of the Supplier, ACCIAITUBI S.P.A. may return to the Supplier any quantity of Products delivered more than seven (7) days in advance of the delivery date specified in the order, such Products being considered not delivered. If, however, ACCIAITUBI S.P.A. should decide to accept the early delivery, the resulting storage costs may be charged back to the Supplier. In addition, the payment date shall continue to be based on the agreed delivery date.
5.3. (Rescheduling). ACCIAITUBI S.P.A. shall have the right, without acceptance of any additional costs, to change the Product delivery location and/or postpone the delivery date by a maximum 90 days, provided at least 30 days' written notice with respect to the delivery date envisaged in the order is given to the Supplier.
The Supplier shall also accept any increase or decrease in the quantities ordered, provided this is by no more than 20% and provided that such a request is in writing and giving reasonable notice from ACCIAITUBI S.P.A. With regard to any order modification request exceeding 20%, the Supplier shall be expected to make all due attempt to meet any reasonable and justified ACCIAITUBI S.P.A. needs.
6) CONTROL AND ACCEPTANCE
6.1. The Supplier shall supply Products that comply with the technical specifications and/or Technical Supply Specifications.
In order to confirm such compliance, ACCIAITUBI S.P.A. shall have the right to inspect the Products ordered, or arrange inspection by a third party, in accordance with sampling procedures, quality controls and the quality indicators described in the Technical Supply Specifications, and consequently shall not accept any batch or batches that fail such testing or, at the company's discretion, shall refuse only Products proving to be faulty.
6.2. The aforementioned inspections shall, at the discretion of ACCIAITUBI S.P.A., be performed on either Supplier premises or on receipt at the delivery location. At the discretion of ACCIAITUBI S.P.A., the inspections shall be performed by company personnel or by a third party appointed by ACCIAITUBI S.P.A. Acceptance shall in any event be confirmed by an ACCIAITUBI S.P.A. official.
The Supplier shall give at least fifteen (15) days’ notice to ACCIAITUBI S.P.A. of availability of the Products for inspection. ACCIAITUBI S.P.A. shall have the right to refuse goods under the terms of this article up to forty (40) days after receipt of the goods. Thus in any event without prejudice to the guarantee against operational faults and/or defects as described below.
6.3. (Non acceptance). - Without prejudice to the right of ACCIAITUBI S.P.A. to cancel the order, wholly or in part, in the event of failure to accept standard Products, batches or rejected articles shall be replaced at the expense of the Supplier within fifteen (15) days of issue of the notification of non-acceptance from ACCIAITUBI S.P.A. and accompanying request for replacement. For Products supplied to ACCIAITUBI S.P.A. specifications, the replacement terms, where appropriate, shall be negotiated separately.
In the event of rejects or nonconformity of products, ACCIAITUBI S.P.A., at its own discretion, may:
- rework faulty Products and charge the costs of such work to the Supplier as agreed in advance;
- invite the Supplier, at its own care and expense, to select products that meet the agreed requirements;
- refuse faulty Products or the entire batch concerned without requesting replacement if the replacement batch cannot be used by ACCIAITUBI S.P.A.
No payment shall be due from ACCIAITUBI S.P.A. to the Supplier for any individual Product or batch rejected.
Without prejudice to all other remedial action taken by ACCIAITUBI S.P.A., the Supplier shall guarantee full ownership of the Products and transfer of such ownership in accordance with law.
The Products shall be delivered free from any lien, mortgage or any other personal or real guarantee right or reserved domain unless otherwise agreed in writing between the parties.
The Products shall comply with the Technical Supply Specifications for the Product and/or any other Product-related specification indicated or attached to the purchase order, and shall also be free from faults and/or defects, operational or otherwise.
During the guarantee period specified below and on request from ACCIAITUBI S.P.A., the Supplier shall arrange for the replacement or repair, free of charge and on ACCIAITUBI S.P.A. premises or customer premises, required as a result of any form of fault or defect. Furthermore, should the Products sold be used in ACCIAITUBI S.P.A. production processes, the Supplier shall also guarantee the replacement of any rejects processed by ACCIAITUBI S.P.A. that prove not to be attributable to the ACCIAITUBI S.P.A. production process.
Any replaced or repaired item shall in turn be covered by the agreed guarantee terms.
The guarantee referred to under this article shall be for a period of eighteen (18) months from the delivery date, unless otherwise agreed in writing.
In any event, ACCIAITUBI S.P.A. shall have the right to claim compensation for additional damages deriving from Product faults and/or defects, provided that due notice is given within the guarantee period.
8) EPIDEMIC FAULTS
8.1. Should the Products develop a fault or nonconformity with respect to the agreed specifications that proves to be repeated and/or epidemic, the Supplier shall be liable to remove the cause of such a problem.
In this case, shipments of Products not yet delivered shall be postponed on request from ACCIAITUBI S.P.A. until the cause of the epidemic defect has been remedied.
8.2. If within thirty (30) days of the date on which ACCIAITUBI S.P.A. notifies the Supplier of an epidemic fault the Supplier fails to remedy the situation, ACCIAITUBI S.P.A. shall have the right to withdraw from the suspended contract without liability of any form to the defaulting party, and in any event without prejudice to the right to claim compensation for damages and any other remedial action.
8.3. If a solution to the problem is found, all individual Product items subsequently delivered to ACCIAITUBI must incorporate the modifications made to remedy the fault and the Supplier shall replace, free of charge, all Product items already delivered to ACCIAITUBI S.P.A. that are affected by that fault. The Supplier shall also reimburse ACCIAITUBI S.P.A. any damages and expense incurred for the replacement or identification of Products previously delivered and affected by said fault.
9. PROCESS CHANGE OR TRANSFER
Given that this order assumes prior approval of the Supplier and of the production process, the Supplier shall immediately inform ACCIAITUBI S.P.A. in writing of any intention to change the production process and/or transfer to a different Product manufacturing unit. ACCIAITUBI S.P.A. shall have the right to reapprove the Product prior to the manufacture and sale to ACCIAITUBI S.P.A. of Products that follow the new process or are produced at a different location.
The Supplier shall be liable for any negative consequence that may be incurred by ACCIAITUBI S.P.A. for failure to observe the aforementioned terms.
10. INDUSTRIAL AND INTELLECTUAL PROPERTY
The Supplier shall guarantee that the Products and related documentation do not violate any patent, copyright or other intellectual or industrial property right pertaining to third parties, and that no action for counterfeit of Produce-related or document-related rights and/or patents is pending before any legal authority. In addition, the Supplier shall compensate ACCIAITUBI S.P.A. for any damage or onus deriving from third party claims based on such counterfeit.
ACCIAITUBI S.P.A. shall have the right to use, translate, copy and amend Product-related documentation for inclusion in its own user manuals and records.
The Supplier shall maintain confidentiality of the Technical Supply Specifications, product specifications, designs, plans, data and all other information (“information”) made available by ACCIAITUBI S.P.A., shall not disclose the information to third parties and shall use the information only for the sale of Products to ACCIAITUBI S.P.A.
The Supplier hereby accepts that the manufacture and marketing of products made to ACCIAITUBI S.P.A. designs, models or samples, or for the production of spare parts of any nature or for other uses, even if the ACCIAITUBI S.P.A. trademark is not expressly evident, shall be considered illegal.
The Supplier shall make no reference to ACCIAITUBI S.P.A. or to the purchase order(s) in any press release or other form of advertising.
12) PROHIBITION OF TRANSFER
Rights deriving from this order may not be transferred or delegated to third parties.
13) APPLICABLE LAW - PLACE OF JURISDICTION
This contract shall be governed by Italian law only and the sole place of jurisdiction for any dispute that may arise shall be the Court of Lecco.