General Purchase Conditions
San Giovanni Lupatoto, Verona, Italy, 20th May 2024
1. VALIDITY AND EFFECTIVENESS
These “General Purchase Conditions” (hereinafter “General Conditions”) constitute an integral part of any Purchase Order (hereinafter “Order”) concluded with the supplier of goods or services (hereinafter, “Supplier”) intended for Exor International S.p.A. (hereinafter "the Purchaser"), without the need for further consent and are intended to be valid and effective unless otherwise provided in the Order itself. The General Conditions are considered accepted with the acceptance of the purchase order by the Supplier, who also waives the right to make use of any of its own general conditions of sale.
The Supplier must conduct negotiations exclusively with the Purchasing Department of Exor International S.p.A. Any negotiations undertaken by the Supplier with parties other than the above-specified Purchasing functions of the Buyer will be unenforceable against the Buyer and any charges will be the sole responsibility of the Supplier.
2. CONCLUSION OF THE CONTRACT
The Order constitutes the will to conclude the contract and, as such, the only legally binding document for the Buyer, in addition to the General Conditions; consequently, the Order, in the event of contradiction with what is stated in these General Conditions, prevails over any technical document attached to it and cancels and replaces any document having the same object, previously entered into between the Supplier and the Purchaser.
The contract is considered concluded upon receipt by the Buyer of the Order confirmation (hereinafter, "Order Confirmation") without modifications or reservations, or, where within 10 (ten) days from the date of issue of the 'Order, as resulting from the same, the Supplier begins its execution.
If, however, within the same period from the date of issue of the Order, such acceptance has not been received by the Buyer, nor has the Supplier started its execution, the Buyer will have the right to consider the contract not concluded.
Any differences or modifications reported in the Order Confirmation compared to what is contained in the Order will not be considered valid and effective unless they have been expressly approved in writing by the Buyer.
The latter reserves the right to modify his Order or revoke it: i) before receiving the Order Confirmation sent by the Supplier or if the execution of the contract has not begun; ii) if more than 1 month elapses between the date of issue of the order by the Buyer and the date of presumed delivery; iii) if the Purchaser's supply needs have significantly changed between the date of the order and delivery, for reasons not ascribable to the latter. Any additional charges incurred by the Supplier as a result of such changes will be reimbursed only if documented and expressly approved by the Buyer.
3. NON-ASSIGNMENT OF THE CONTRACT AND CREDIT
The contract cannot be assigned to third parties. Credits deriving from the Supplier in execution of the contract cannot be assigned to third parties, unless expressly authorized in writing by the Buyer.
4. EXECUTION AND DELIVERY TERMS
The Supplier guarantees that the goods supplied and/or activities to be carried out fully comply with the characteristics and functional specifications requested by the Purchaser and resulting from the Order, the special specifications or in the technical specifications that the Supplier declares to accept without reservation.
In any case, the goods supplied and/or activities must be carried out in a perfect workmanlike manner and comply with current laws and regulations (with specific reference to Legislative Decree 151 of 25 July 2005 relating to the reduction of the use of dangerous substances in electrical and electronic equipment as well as waste disposal) and also with the standardization regulations in force, for the specific supply and/or activity.
The Purchaser reserves the right: a) to request the Supplier, in relation to the nature/quality of the goods being supplied, to produce technical/professional certificates certifying the suitability or qualification of the Supplier itself and/or b) to proceed at any time to verify the technical characteristics of the supply indicated in the Order both with the Supplier and with the Purchaser himself; this inspection does not relieve the Supplier of its obligations and responsibilities.
All the terms agreed with the Order are considered binding for the Supplier and where the Order provides for the delivery of goods or the execution of services by a strict date, the same must be considered an essential term pursuant to and for the purposes of referred to in the art. 1457 of the Civil Code; consequently, in the event of delayed, partial or non-compliant execution of the provisions of the Order, except in the case of force majeure and/or as provided in the art. 13 of these General Conditions, the Purchaser will have the right, upon simple written communication, consider the contract terminated by law to the detriment of the Supplier, since late, partial or non-compliant execution with the expiry date of the essential term is considered useless or prejudicial to one's interests; In this case, the Buyer will return to the Supplier, at the latter's expense and risk, any goods arriving after the agreed terms. In any case, the Buyer's right to obtain compensation for damages remains unaffected.
When a specific date is indicated in the Order, the supply covered by the Order cannot take place before that date, unless this is expressly provided for by the Buyer. If no deadline is set in the Order, the Buyer has the right to immediately demand the supply.
5. SHIPPING AND DELIVERY OF GOODS - PLACE OF PERFORMANCE OF THE SERVICE
Unless otherwise indicated in the Order, the supply of goods is intended to be delivered to the Purchaser's registered office - free of charge and at the risk and expense of the Supplier - and must be shipped in a single batch, so that the goods do not suffer any harm. In case of supplies of services, the same will be rendered within the times, ways and places indicated in the Order or otherwise agreed between the parties. If these instructions are not contained in the Order header or have not already been communicated to the Supplier before the conclusion of the negotiation, the latter must request them upon receipt of the Order, so that the Order Confirmation bears the exact indication of the place where the activities must be carried out by the Supplier.
The goods must, in any case, be accompanied by a Transport Document (DDT), drawn up in compliance with current legislation, on which the details of the Order must be clearly indicated, position by position, the analytical indication of the content of the individual packages, the indication of the place if different from the registered office, the description of the goods, the quantity, the packing list with specific packaging information. In case of purchases outside Italian borders, the CMR must be signed specifying whether the shipment covered by the specific DDT constitutes total or partial execution of the Order itself. The same detailed information must be reported on the delivery note relating to the individual shipment. The Buyer will have the right to reject, at the Supplier's expense and according to the methods set out in the following art. 7), packages and packaging received with missing, incorrect, incomplete or clearly damaged data, as well as in the event of failure to send any documentation requested by the Buyer in light of the management system (ISO 9001), with the right to charge the costs management costs incurred by the Buyer.
6. RECEIPT OF GOODS
The delivery of the supply must be certified by the Purchaser's personnel with the appropriate power.
7. NOTIFICATION OF DEFECTS AND RETURN OF GOODS
Notwithstanding the different deadline established by the art. 1495 italian civil code in matters of sale, the Buyer may report faults and defects in the supply within 30 (thirty) days from the relevant testing and/or acceptance by the Buyer. The supply that is, in whole or in part, defective, incomplete or non-compliant, will be set aside by the Buyer and must be collected at the sole care and expense of the Supplier within 5 (five) days or within the deadline indicated by the Buyer; in case of failure to comply with this deadline, the Buyer may return the supply at the Supplier's expense. The Buyer has the right to refuse a partial supply, even if the service is divisible, unless otherwise established in the Order.
The Buyer will have the right, at his sole discretion, to obtain the replacement of the returned goods, or to consider the Order ineffective limited to the services that do not comply with what was agreed. Both the return of the goods and any replacement will take place at the expense and risk of the Supplier. Supplies that do not comply and/or in any case do not meet any of the requirements set out in the art. 4) or which present faults or defects, even if not necessarily functional, which make them unsuitable for the intended use, must be made to comply with what is contractually agreed upon at the care and expense of the Supplier - bound to the guarantees referred to in the articles. 1490 et seq. code civil or, in case of the provision of services, to articles. 1667 of italian civil code.
8. PROTECTION OF MATERIAL AND INTELLECTUAL PROPERTY
The drawings, gauges, moulds, models and specifications created by the Buyer or by third parties appointed by the Buyer, sample pieces and any software elements delivered to the Supplier for the execution of the contract remain the property of the Buyer and must be returned to work completed, in good condition. They may be used only for the processes for which they are intended and only for the supplies requested by the Buyer; furthermore they cannot be disclosed or duplicated and must be eliminated at the end of the supply, where possible. The Buyer will charge the Supplier for the costs incurred for replacements and repairs, as well as any requests for compensation for damages.
The Supplier guarantees that the goods and/or services supplied do not violate any intellectual and/or industrial property rights, as well as the freedom or lawfulness of use and trade, thus assuming all responsibility and burden dependent on claims relating to obligations above, including any defense, at its own expense and care, of the Buyer in the event that any claim is addressed to it by third parties, whether judicial or otherwise, and with indemnity from any burden and liability to the same arising.
9. CONFIDENTIALITY
The Parties undertake to maintain maximum confidentiality on confidential information of a technical and/or commercial nature that they may become aware of during the execution of each supply relationship governed by these conditions.
The violation of this commitment will allow the Purchaser to immediately inhibit access to its premises by the Supplier's personnel and to make use of the remedies provided for in art. 15 below, without prejudice in any case to compensation for damages.
The Supplier recognizes, in any case, the full intellectual property of the Buyer in relation to the technical and/or commercial information and all the documentation that the Buyer has sent or transmits to him for the purpose of executing each supply relationship governed by these Conditions. This supply relationship, in fact, does not give rise to the Supplier any intellectual property rights, nor any license for the related use, on the aforementioned information/documentation, except to the extent strictly necessary for the execution of the supplies. In light of the foregoing, it undertakes, following the termination of the aforementioned relationship (for whatever reason) (i) to immediately return the aforementioned technical documentation to the Purchaser and (ii) not to reveal such information to third parties, until the latter becomes public knowledge for reasons not attributable to the Supplier.
10. PRICES
The prices presented in the Order are considered fixed, unchangeable and all-inclusive in the currency indicated therein. Only VAT will be added, if applicable. The Buyer may, however, request a price reduction based on the duration of the relationship in the following cases, to be considered as alternative conditions: i) if more than 3 (three) months elapse between the date of issue of the order and delivery; ii) in the presence of extraordinary circumstances that justify the revaluation of the prices being offered. The Supplier took exact account of this essential condition when carrying out and concluding the negotiation.
11. INVOICES
The invoices must be sent to the recipient indicated on the Order and must be complete with the data referred to in the previous art. 5. The following must always be indicated on the invoice as a condition of admissibility:
- number and date of the Order;
- DDT references
- customs declaration/references to transport documents, when necessary.
Any clause, specification or declaration inserted unilaterally by the Supplier on the invoice will be deemed not to have been made, unless otherwise agreed resulting from written agreements.
12. PAYMENTS
Payment is subject to complete acceptance of the supply by the Buyer according to the terms and methods contained in the Order.
The payment methods and terms are those indicated in the Order header. Unless otherwise indicated, payments will be made only upon sending of a regular invoice drawn up according to the provisions contained in the previous art. 11) as well as receipt and acceptance of the goods, and this also applies if any down payments or advances are foreseen. If direct remittance has been provided, payment will be made during the first or second fortnight of the month following the expiry date of the individual invoice, depending on whether the latter expires during the first or second fortnight of the month.
In the event of non-compliance by the Supplier, which the Buyer must contest in writing within the deadline indicated in the previous art. 7, the latter will have the right to suspend payments of what has meanwhile accrued in favor of the Supplier for services previously rendered, even if not related to the relevant Order, until the situation of exact fulfillment has been reconstituted, both if referring to the correct execution of the supply, as it refers to the reimbursement of damages possibly caused by the defaulting behavior of the Supplier following contractual termination.
13. PENALTIES
In the event of any delays in the delivery of the supply a penalty will be due from the Supplier, even if the Buyer choose to exercise the right to terminate the contract pursuant to art. 4) of these General Conditions. The penalty shall be equal to 100,00 Euros for each day of delay until the actual delivery of the goods and shall be chargeable without demonstration of any damage suffered by the Buyer. Without prejudice to the Buyer's right to terminate the contract for non-fulfilment pursuant to art. 1456 c.c. and to require further damage compensation.
14. WARRANTY
The Supplier expressly guarantees the absence of faults and defects in the supply, as well as the proper functioning and immediate usability of the goods and services rendered to the Purchaser.
Consequently, the Supplier is obliged, from the day of testing and/or acceptance of the supply by the Purchaser, as provided for in the previous art. 7 and for the duration of twelve months, unless a broader term is reported in the Order or agreed between the parties, to take charge at its own sole expense and expense, of the activities necessary to eliminate the faults and defects found, where necessary also replacing the supply with another compliant with that provided for in the Order. In the event of activation of the guarantee, where the Supplier is not able to remedy the faults and defects reported by the Purchaser within the time limit normally required by customs or in a different term indicated by the Purchaser, the latter may directly carry out, or make carry out the necessary interventions by third parties, subject to the Purchaser's authorization, charging the Supplier for the related costs, expenses and damages. The Buyer shall have the right established by art. 1492 cod. civ.. On the component repaired or replaced, the warranty duration will become effective again starting from that date.
15. WITHDRAWAL AND TERMINATION
The Buyer will have the right to withdraw from the contract at any time and the withdrawal will be effective as soon as it is received by the Supplier.
The Buyer's liability will in any case be limited to the payment of the price of the goods and/or services received, while for those not yet returned at that date, the Buyer will pay compensation, which takes into account the actual commitment of the Supplier, according to the same criteria referred to in the art. 1671 cod. civil
In case of occurrence of events indicated in articles 4, 13, 15 and 18 of these General Conditions, the Buyer will have the right to terminate the contract.
In the event of termination due to serious default by the Supplier, the Buyer will not be required to make any payment and will have the right to return the delivered supply as well as the right to obtain a reimbursement of the price paid, without prejudice to compensation for damages.
16. FORCE MAJEURE
Neither Party will be held responsible for delays and/or failures caused by the occurrence of force majeure events provided that it gives the other party timely written notice of the occurrence of such circumstance.
17. APPLICABLE LAW - DISPUTES
Italian Law will apply to all Orders, expressly acknowledging that the Supplier renounces to any conflict of law that may be applicable.
Any dispute relating to contracts between the Buyer and the Supplier will be referred to the exclusive jurisdiction of the Court of Verona (Italy).
18. IMPORT AND EXPORT COMPLIANCE
The Supplier undertakes to comply with the regulations on export, export and import control, applicable to the supply of products and services governed by these conditions and, therefore, undertakes to obtain all the necessary import and export licenses. Furthermore, the Supplier undertakes to indemnify the Purchaser from any liability and disputes that the latter may suffer/receive due to acts or omissions of the Supplier.
19. CODE OF ETHICS
The Supplier declares to be aware of the adoption by the Purchaser of a Code of Ethics as an integral part of the Organizational and Management Model pursuant to Legislative Decree 231/2001 and to undertake to respect the principles and rules of conduct contained therein. In case of serious violation of these principles by the Supplier, the Buyer may terminate the contract pursuant to art. 1456 c.c.
20. PROTECTION OF PERSONAL DATA
The Parties mutually acknowledge that each of them will process the other's personal data in accordance with the provisions of the Code regarding the protection of personal data, for the sole purposes of execution of the contract and for those required by law referred to in Legislative Decree 196/03, as amended. The Parties also mutually acknowledge that they are aware of the rights that the aforementioned legislation and any additions and amendments thereto recognize.
Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the Supplier expressly accepts the following clauses:
Article 1 Validity and Effectiveness Article 2 Conclusion of the contract
Article 3 Non assignment of the contract and credit Article 4 Execution and delivery terms
Article 5 Shipping and delivery of goods - place of performance of the service Article 7 Reporting of defects and return of goods
Article 10 Prices
Article 13 Penalties
Article 15 Withdrawal and termination Article 17 Applicable law - Disputes
Article 18 Import and Export Compliance Article 19 Code of Ethics
