General Purchase conditions
These General purchase conditions regulate trade relations between Costampress S.p.A, with Italian Tax Code & Vat No. 00273100271, registered office in via G. Taliercio 13 - 30037 Gardigiano di Scorzè – Venice – Italy, (hereinafter, also referred to as the “Purchaser") and its suppliers (hereinafter, also referred to as “Supplier”).
Purchaser and Supplier hereinafter are jointly referred to as the “Parties”. All of the information below are to be considered as accepted with the execution of the supply contract (hereinafter, also referred to as the “contract”) between the Parties.
1. GENERAL INFORMATION
1.1 The contents of the contract consist, as a whole, of the following documents: purchase order (hereinafter, also referred to as the “order”) written by the Purchaser, general purchase conditions and any technical documents annexed by the Purchaser.
1.2 The Parties agree that the above-mentioned documentation revokes and substitutes all previous documents and/or agreements relevant to the purpose of the contract.
1.3 By accepting the order (so-called order confirmation), which must take place within 7 (seven) days from receipt of the order, the supply contract is to be considered executed.
1.4 Any conditions applied by the Supplier when accepting the offer or in any document following the acceptance of the order will not be considered valid if not expressly accepted in writing by the Purchaser: it is noted, specifically: that any additional verbal agreements or amendments to the contract made by agents and/or officers of the Purchaser will not in any way be binding for the Purchaser if not confirmed in writing by the same.
1.5 In absence of written acceptance by the Purchaser, any clause applied by the Supplier in its order confirmations, invoices, notes, correspondence, or any other document, contrary or in addition to the contents of the contract and to these general conditions and/or special conditions resulting from any documents annexed by the Purchaser to the individual orders, will be considered as not applicable.
1.6 All amendments to the general purchase conditions sent by the Purchaser to the Supplier are understood as fully accepted by the latter should the Purchaser not receive, within 15 days from receipt, a notification of refusal by registered letter and/or fax.
2. TERMS OF DELIVERY
2.1 The terms of delivery are binding and are intended as fundamental in the interests of the Purchaser. The approval of the order implies acceptance of the terms of delivery indicated therein. Therefore, in the event of delay in delivery the contract is to be considered terminated by right.
2.2. The Supplier is required to notify the Purchaser regarding the shipment of the goods and provide the same with any other useful information in order to appropriately prepare the necessary measures for receipt of the same.
2.3 The delivery date is the date when the tested goods are made available, packaged and accompanied by all of the documentation required at the place of delivery.
2.4 The goods are always understood as delivered to the Purchaser’s warehouse, even when shipping charges are extraordinarily indicated as payable by the Purchaser.
2.5 The Supplier will fulfil the obligation of delivering the goods covered by the order only by making the same available at the premises of the Purchaser, bearing not only all risks and charges related to the execution of all administrative formalities relevant to the transport.
2.6 Transport costs and charges also include export and import licenses, as well as other official authorisations and documents necessary to execute any customs formalities for the export, transit through any country, and importation of the goods, specifying that obtaining any licenses, authorisations and or formalities for the importation of the goods covered by the contract will be the responsibility of the Supplier.
2.7 The goods are to be delivered in a single batch and must not be split or executed in advance of the established terms.
2.8 Any force majeure that should delay delivery within the established terms must be notified within 24 hours of their occurrence, under penalty of forfeiture of the right to invoke the same, proof of occurrence must be adequately provided.
2.9 The Purchaser reserves the right not to accept materials that are not duly accompanied by a delivery note stating: date, order number, description, quantity, as well as any other information that the Purchaser may request, from time to time, as specified in the relevant orders.
3. TESTING OF THE GOODS
3.1 The Purchaser’s receiving office will accept the delivery of all goods contained in the individual supplies, subject to further qualitative and quantitative control of the goods, which must in any case be carried out within 15 (fifteen) days of delivery; therefore, the goods, purpose of the supply, are understood as accepted only following the quality controls by the Purchaser’s testing office, which can, therefore, in the event of defects and/or non-conformity and/or other legal requirements, refuse, including fully, the delivery.
3.2. The Supplier will also provide to deliver to the Purchaser, carriage paid, test certificates, declaration of conformity and/or any other documentation necessary (by way of example and not limited to, certificates of analysis and/or origin of the materials) that can be requested by the Purchaser and that are, in any case, required pursuant to the law and/or legislation.
3.3. The Purchaser reserves the right to refuse goods exceeding the quantities ordered or not complying with the order, even if the same are temporarily detained in the warehouse.
3.4 Any signature for receipt of the goods by the office does not in any way limit the right of the Purchaser to refuse, in whole or in part, the supply and does not prejudice the rights due to the same pursuant to the contract and/or law.
4.1 It is mandatory for the Supplier to guarantee that the goods purpose of the purchase have the technical characteristics described in the contractual documents and that they are free from faults and/or hidden defects.
4.2 Works have to be performed according to the most recent technical advances.
4.3 Material that does not correspond to the provisions of the contract will be returned with costs and charges borne by the Supplier.
4.4 Anomalies found during processing, assembly or transformation in general that result in recoveries and repairs will be all charged to the Supplier, specifying that in the event that the latter is not able to promptly restore the irregular material and, therefore, it is necessary to intervene directly in order for the supply to comply with the requirements, the costs incurred by the Purchaser will be charged to the Supplier.
5.1 All services, materials, packaging and accessories necessary for the correct execution of the contract are understood to be included in the order price, without prejudice for other negotiations and express agreement within the same and/or in the attached documents.
5.2 Prices are fixed and remain the same for the entire duration of the contract, in consideration of the fact that in the agreed price the Supplier has already taken into account and understood all future risks on the subject, thus excluding right from the start the option of appealing on the basis of arts. 1467 and 1664 of the Italian Civil Code.
5.3 In particular, the quoted price will be understood, unless otherwise specified, ex-works net of taxes, transport costs, customs and other charges, including taxes, in any case, charged to the Supplier. Payments for the supply will be made pursuant to the conditions indicated in the order.
5.4 The Supplier waives the right to apply any receivables in compensation to the Purchaser, without having fully paid their debts to the latter.
6. TRANSFER PROHIBITED
6.1 The Supplier cannot transfer the contract or any credit rights relevant to the same to third parties.
6.2 The Purchaser may, in writing, authorise the Supplier to entrust the execution of parts of the supply to third parties, specifying that such agreement will not relieve the Supplier from its contractual obligations.
7. DEFAULT OF THE SUPPLIER
7.1 Should the Supplier not execute the supply in compliance with the provisions of the contract and/or should the same be guilty of other breaches and/or serious defaults, including failure to deliver within the established terms, the Purchaser can consider, including without the intervention of the court, the sums due to the Supplier for any reason, as protection of the compensation for the damages incurred.
7.2 In this case, the Purchaser can, at its sole discretion, deem the contract to be wholly or partially terminated and proceed directly or through other Suppliers to execute what has not been performed by the Supplier; the Purchaser can also make all of the amendments and/or replacements and/or additions to the order that are necessary for the correct execution of the same, charging any price difference to the Supplier and without prejudice to compensation for any damages incurred.
8.1 The Purchaser will have the right to withdraw from the contract, fully or partially, by means of a written notification to the Supplier, at any time and for any reason, including not due to causes of force majeure and/or fault of the Supplier.
8.2 Once the signed withdrawal notice has been received, it must immediately interrupt the execution of the supply and send to the Purchaser the estimate of the amounts still due from the latter in consideration of the activity already carried out by the Supplier, together with the appropriate explanatory documentation - excluding from such amount, in any case, loss of earnings by the Supplier.
9.1 The Supplier undertakes to keep the data, drawings, information and any other elements that will be provided by the Purchaser for the execution of the supply strictly confidential.
9.2 The aforementioned documentation, which cannot be reproduced without prior authorisation from the Purchaser, must be returned upon delivery of the supply.
10.1 Any communications relevant to the supply contract must be sent by registered mail and/or fax to the Purchaser’s registered office.
11. DATA PROTECTION
11.1 Pursuant to Italian Legislative Decree 196/2003, the Supplier, by executing the supply, declares to have been duly informed by the Purchaser regarding the methods and purposes of the processing of the personal data communicated.
12.1 In the event of disputes relevant to the execution and/or interpretation of the contract the Court of Venice will have exclusive jurisdiction.
13. FINAL CLAUSES
13.1 The above conditions, which are made available to the Supplier for all further in depth and complete evaluations, are understood as specifically accepted in full by signing the purchase order.
Last update: 19/10/2018