GENERAL CONDITIONS

GENERAL CONDITIONS OF PURCHASE
1. CONDITIONS OF CONTRACT – Acceptance of this order by the Supplier involves the acceptance of these
Conditions to the exclusion of the conditions proposed or tendered by the Supplier, except to the extent that any
validation of these Condition is specially detailed or referenced by the Buyer on the face of this Order or
subsequent variations thereto.
In the event that any special conditions of contract or specific clauses are referred to on the face of the Order
shall prevail and take precedence over the relevant clauses of these Conditions. The enclosures to the Order are
an integral part of the same.
2. VARIATION – The Contract and any details thereof including particularly the Conditions, Price, Delivery or
completion dates and the specification of Goods and Services may be varied or amended only by the issue of an
order variation in writing on the Buyer’s official purchase order form. Variations not so confirmed will not be
accepted or valid.
3. ACCEPTANCE – Acceptance of this Order by the Supplier shall be made in writing by the Supplier within seven
days.
4. MEANS OF TRANSPORT AND PACKING – Unless otherwise specified, the goods bought ex‐works must be
shipped at once with the courier selected by the Buyer. Every extra charge due to transport mistakes and/or
shipment following the first one will be charged to the Supplier. Every extra charges not previously agreed in
writing shall be rejected. The packing has to be appropriate to the goods sold and to the means of transport.
Therefore all the damages due to improper packing or its defects will be charged to the Supplier.
5. DELIVERY
‐ The date(s) stipulated for delivery of Goods or completion of services is/are the essence of the Contract;
‐ The Supplier shall deliver the Goods during normal hours, carriage paid and at the risk of the Supplier to the
delivery point stated in this Order. Therefore the Supplier has to provide insurance for transport risks up to the
place of delivery (loading, transfer and unloading included). Goods delivered must be accompanied by an advice
note listing such goods in sufficient details to enable inspection and checking to take place after the delivery. No
responsibility for payment will be accepted by the Buyer unless delivery advice notes has been signed by an
authorised representative of the Buyer;
‐ If goods (including packing and any certification stipulated in the Order) or services do not comply with the
Order or with any terms of the Contract including quantity, quality or description, the Buyer shall be entitled to
reject them, notwithstanding the signature of the Buyer or any delivery advice notes. Any acceptance of such
Goods by the Buyer shall be without prejudice to any rights that the Buyer may have against the Supplier. The
Buyer shall also be entitled to reject Goods delivered in advance of any earliest date for delivery stipulated in the
Order. The Buyer shall also be entitled to reject any part‐delivery unless specifically agreed otherwise by the
Buyer in writing;
‐ The Buyer does not accept any responsibility and/or charges of any kind for Goods delivered in excess
compared to the quantity stated in the order, although the goods have been already stored into its warehouse.
The Goods remain available to the Supplier exclusively at his own peril.
6. PRICE – The prices stated in this Order are firm, fixed and valid for the duration of the Order and include all
the work necessary to carry out the Order (art. 1469 C.C.).
7. PAYMENT – The terms of payment are exclusively those specified in the Order. Invoices shall be submitted by
the Supplier only when delivery is complete. Payment will not be made for part‐deliveries until the delivery is
complete, unless specifically agreed otherwise by the Buyer in writing.
8. QUALITY, DESCRIPTION AND FITNESS FOR PURPOSE
‐ Goods delivered and services provided shall be in conformity with the specifications, drawings, samples or
other descriptions contained or referred to in the Order;
‐ Goods shall be merchantable quality and free from defects in design, material or workmanship;
‐ If the purpose for which the Goods are required is made known to the Supplier expressly or by implication to
the Goods shall be fit for that purpose;
‐ The delivery of the goods at the stated place and/or the payment of the related invoices does not mean
approval of the goods by the Buyer.
9. INSPECTION AND TEST – The Supplier shall give the Buyer reasonable notice of his own work tests, which the
Buyer shall be entitled to attend. The Buyer reserves the right to inspect and progress work under the Order at
any time during normal working hours but such inspection shall not relieve the Supplier for any responsibility or
liability. The Supplier shall give the Buyer sight of all test and inspection certificates relating to the Goods and
shall at the request of the Buyer without extra charge supply copies of or originals of any such certificates.
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10. DOCUMENTATION
‐ All correspondence, advice notes, invoices and other documentation shall be sent to the appropriate address
stated on the face of this Order and shall be clearly marked with the Order number and the Supplier’s name;
‐ Any documentation stipulated in the Order, including but not limited to test certificate, material certificates,
inspection certificates, type approval certificates, certificates of conformity and instruction manuals shall be
delivered with the Goods.
11. DEFECTS – Should any defect appear in any goods within a period of 12 months after delivery, the Buyer may
call upon the Supplier (but not without prejudice to the Buyer’s other rights) to make good such defect by repair
or replacement at the Buyer’s option, carriage paid and free of charge. If rectification work or replacement is
urgent and the Supplier is unable to effect this in time, the Buyer may at his option effect the said rectification or
replacement and the Supplier shall reimburse the Buyer for the costs incurred. The obligation in this condition
shall further apply to any such rectified or replacement goods.
The warranty of the goods and/or machinery or installation is valid from the date that the approval and testing
notice is signed. The possible negative result of the Buyer internal testing will be brought to the Supplier’
attention within 30 days and will give to the Buyer the right to withdraw the Order or to return the goods. In this
case the Buyer is entitled to charge the Supplier for all the related direct and indirect damages.
12. DESIGN, TOOLS, PATTERNS, ETC. – All drawings design , documents, tools and patterns supplied by or made
available through the Buyer to the Supplier or made by the Supplier for or pursuant to the Order shall remain or
become the property of the Buyer and shall not be disclosed by the Supplier to any other person, company or
firm not used by the Supplier other than for implementing the Order, and shall be returned or delivered by the
Supplier to the Buyer upon completion of the Order unless otherwise required by the Buyer.
13. SITE WORK – Where the Order requires the Supplier, his employees, sub‐contractors or agents to carry out
any work within the Buyer’s premises or any site of the Buyer, the Supplier shall keep available the requested
personnel not more than 5 days from the Buyer request. The Supplier shall ensure that throughout the period
that such persons are on the premises or site all relevant statutory rules and regulations will be observed in
carrying out such work in addition to all rules and regulations laid down by the Buyer. It shall be the
responsibility of the Supplier to inspect and examine the premises or site and its surrounding to ensure
suitability for carrying out the work. Damages or injuries caused by the workers during such services will be
charged to the Supplier.
14. PROPERTY AND RISK – The property at risk in Goods shall pass to the Buyer when goods have been delivered
to the Buyer. If under the Order any part of the price is payable before delivery, the property in all material
allocated to the Order shall pass to the Buyer when it is so allocated. The Supplier shall mark the material as the
property of the Buyer but it shall be at the Supplier’s risk under delivery.
15. INDEMNITY – The Supplier shall indemnify the Buyer against all liability which the Buyer may incur to any
other person whatsoever and against all claims, demands, proceedings, damages, costs and expenses made
against or incurred by the Buyer by reason of any act omission or breach of statutory duty of the Supplier
employees, subcontracts or agents or otherwise in carrying out his obligations under Order or by reason of any
defect in Goods delivered or services supplied pursuant to the Order.
16. PATENTS, ETC. – The Supplier shall indemnity the Buyer from and against all cost, claims, proceedings or
demands in respect of any infringement of letter patent, registered design, trademark or copyright arising out of
sale or use of any Goods supplied under the Contract.
17. TERMINATION – In the event of the Supplier failing to comply with any provision of the Order or becoming
bankrupt or insolvent or having a receiving order made against it or compounding with its creditors or being a
corporation commencing to be wound up other than for the purpose of reconstruction or amalgamation or
carrying on its business under a receiver, the Buyer may terminate the Order forthwith by written notice without
any prejudice to any other rights of the Buyer.
The Buyer shall be entitled to cancel the Order at any time in whole or part and in the event of such cancellation,
the Buyer’s liability shall be limited to actual reasonable and substantiated cost incurred by the Supplier under
the Order up to the date of such cancellation.
18. PENALTY CLAUSES
‐ When the supply is not completed within the time and manner agreed in the Order, the Buyer is entitled to
apply a penalty equal to 0.50% (zero fifty percent) of the total amount for each calendar day of delay beyond the
agreed period with a maximum limit of 10% (ten percent), subject to the right of compensation for further
damages;
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‐ When the supply does not correspond exactly to the minimum requirements or has defects of any kind, it will
be rejected by the Buyer and the penalty applied until when the supply is rectified, subject to the termination of
contract;
‐ The amount of penalties will be deducted from the credit paid to the Supplier for the Order, and in the absence
thereof, in the event of cancellation, it will be paid directly by the Supplier to the Buyer;
‐ The Buyer has the complete and absolute right to cancel the Order if the delay exceeds the period of 30
calendar days;
‐ The documentation related to the Order that is incomplete or that does not comply with the request, will not
be accepted;
‐ The documentation received on Friday after 16.00 will be considered received on the following Monday;
‐ The documentation of the Supplier is subject to the Buyer’s approval and must be returned within 7 (seven)
days from the date of update request;
‐ The Buyer will not accept technical documentation stamped with “preliminary” or “provisional”;
‐ The part‐delivery of documentation is not accepted.
19. WAIVER – Waiver by the Buyer on any specific fault or default or failure by the Buyer to cancel the order or
any part thereof when a right to do so arises shall not constitute a waiver by the Buyer of any of the Conditions
of the Order except to the extent that any such Condition is specially waived and then only in respect of the
actual fault or default in respect of which such waiver is granted.
20. ASSIGNMENT – The rights and obligations arising under this Contract may not be assigned by the Supplier to
another party without the prior written consent of the Buyer.
21. JURISDICTION ‐ For any action or dispute the Messina Court shall have exclusive jurisdiction.
Rev 02 ‐ 19/02/2016