ARTICLE 1 - PROPOSAL AND ACCEPTANCE
1.1. The written acceptance of the Order by the Supplier or the beginning of the Order's execution by the Supplier will constitute acceptance by the Order Provider and these General Terms and Conditions of Purchase.
1.2. Any modification to these General Terms of Purchase shall be expressly accepted in writing by Buyer.
ARTICLE 2 - OBLIGATIONS AND ADAPTATION
2.1. The Supplier shall execute the Order in accordance with the provisions of these General Terms and Conditions of Purchase. The Supplier shall provide Buyer with all information required by the Buyer in relation to the Supplies from time to time and shall promptly inform the Buyer if, at any time, the Supplier is unable or delayed or becomes aware of Any circumstance that may cause it to be impossible or delayed in the execution of any portion of its Supplies.
2.2. Buyer reserves the right to change the Order at any time. Any such variation will be carried out by a written review of the Order, accepted in accordance with the provisions of Article 1 above.
2.3. The Supplier may not divest, divulge, sub-furnish or subcontract all or part of the Order without the prior written consent of the Buyer and without express written acceptance of the General Terms and Conditions of Purchase and any other provision contained in the Order by Of the (as appropriate) transferee, buyer or sub-contractor. Acceptance of the assignment by the Buyer and / or subcontractor shall not relieve the Supplier of its responsibilities and obligations deriving from the Order.
ARTICLE 3 - DELIVERY
3.1. Supplies must be delivered with DDP - Delivered Duty Paid at the address specified in the Order. The property on Supplies will be transferred at delivery time at the address indicated in the Order. The passage of the supply risk will pass to the Buyer at the time of delivery, according to the terms of delivery just mentioned.
3.2. Delivery will be deemed to have taken place when the Supplier has delivered the goods (in terms of description, quality and quantity) to the address in the Order. For each delivery made by the Supplier, a delivery document containing the same invoice information shall be procured in duplicate from the Supplier, with the exception of the indication of the price. The Order shall be deemed to have been executed when: (i) all Supplies have been delivered and / or provided in accordance with the provisions of the Order and have been accepted by the Buyer; (Ii) all documents established in the Order and / or all documents and certificates required for the installation and maintenance of the Supplies in accordance with the applicable provisions have been received and accepted by Buyer.
3.3. Supplies must be delivered on the date indicated in the Order. Partial or anticipated deliveries will not be accepted without the prior written consent of the Buyer.
ARTICLE 4 - DELIVERY PROGRAM - FINE FOR DELAYS
If the Supplier fails to comply with the delivery schedule but the Buyer decides not to resolve the Order, the Buyer may request the Supplier, without prior notice, to pay a penalty in the amount of 1% Order, excluded taxes, for each day of delay, up to a maximum, for each delay case, equivalent to 10% of the value of the Order. You will have automatic compensation between the value of the penalties and any sums still due from the Buyer to the Supplier, whether such sums are due or not at the time the compensation is realized. It is without prejudice to Buyer's right to claim damages for further damages even in the case of payment and penalty payment for delayed delivery.
ARTICLE 5 - PARTIAL DELIVERY - DIFFICULTY IN DELIVERY
5.1. If the Supplier delivers only part of the Order or if only part of the delivery is in conformity with the Order, the Buyer may, at his option, apply the provisions of Article 4 only to those parts of the Order not Delivered or diverged from the requirements in the Order.
5.2. In the event of a partial or unusual delivery, the provisions of this clause do not affect the Buyer's right to: (i) resolve the entire Order in accordance with the provisions of Article 16; (Ii) claim damages for any damages, losses, costs or expenses incurred by the Vendor; And / or (iii) require the application of penalties calculated on the total value of the Order excluding taxes.
ARTICLE 6 - OBLIGATIONS OF THE SUPPLIER BEFORE SHIPMENT
6.1. The Supplier will provide Buyer or Buyer with free access to his or her subcontractor's office or to any other place where Order-related operations are carried out, with the purpose of checking the status of Execution of the Order and its progress.
6.2. The employee or commissioned by the Supplier will remain under the full responsibility of the Supplier even if, in order to perform the obligations assumed with the Order, must work with the Buyer, or any Buyer's customers.
ARTICLE 7 - PACKAGING - TRANSPORTATION
7.1. The Supplier is responsible for packaging the Supplies and verifying that the Supplies are properly assembled, packaged and secured.
7.2. The Supplier must prepare an inventory for each shipment. The inventory should contain all the details needed to identify the parcels (order details, type and quantity of supplies, carrier name, expense details) as arranged in the Order.
7.3. In the event that the Supplies are damaged during their storage, transport, delivery or in any case prior to their acceptance, the Supplier undertakes to find and supply, at its own expense and risk, identical replacements for each item damaged or lost within The deadlines specified in the delivery plan. The Purchaser, without prejudice to the exercise of rights or remedies provided for by law due to such failure, may, at his option, (a) resolve the Order without notice or compensation; (B) reject the Supplies; (C) Hold the payment in whole or in part.
ARTICLE 8 - PRICES
The prices listed in the Order are all-inclusive, fixed and non-redeemable, after deduction of discounts, and in any case include (without exception): taxes and duties, storage, packaging, insurance, customs duty and transport paid up to delivery address . The currency of the amounts in the Order is also the payment currency. Prices are not subject to any form of revision, depending on changes in exchange rates or otherwise.
ARTICLE 9 - BATCHING
9.1. The Supplier will issue invoices in three copies, to be delivered to Buyer at the address indicated in the Order.
9.2. The invoices must be accompanied by documentation proving that the Order has been properly executed and must contain:
1) All references, number and date of the order, and the related project;
2) A complete description of the Supplies, as well as the number and date of the consignment note bubble;
3) The price of supplies, excluding taxes, the amount of VAT, taxes, insurance and customs duty, as well as the inclusive price of taxes and any applicable rebates;
4) The date by which the payment must be made in accordance with the following Article 10; And, more generally, all the information that must be reported by the invoice in order to comply with applicable law.
9.3. Buyer reserves the right not to accept incorrect invoices in the substance and / or form.
ARTICLE 10 - PAYMENT
10.1. Except as otherwise provided by the Order and provided that the Order's expectations are regularly met, invoices conforming to the provisions of Article 9 above will be paid within 90 days of the date of receipt.
10.2. The Buyer shall be entitled to compensate any invoice with any amount that the Supplier must pay to the Purchaser on the basis of the Order or any other title.
10.3. Payment by the Purchaser of the price established in the Contract for Supplies delivered shall not constitute acceptance of them and shall not relieve the Supplier of its responsibilities and obligations.
ARTICLE 11 - GUARANTEE
11.1. The Supplier warrants to the Buyer that the Supplies (s) are fully in accordance with the Order's specifications, specifications, designs and related documentation; (Ii) comply with best industry practices and applicable standards, as well as applicable legislation (including any export regulations); (Iii) are devoid of any defect in design, materials, workmanship, construction or installation; And (iv) are new and suitable for use by the Buyer.
11.2. The Warranty will last for a minimum of two years from the date when the Supplies are put into service (Article 13).
11.3. The Supplier undertakes to replace promptly, at its own expense, any defective part of the Supplies. Any part replaced, in accordance with the terms of the Contractual Warranty or any other warranty provided by law, will be subject to the same warranty clause referred to in this Article. 11. The costs of returning defective parts to the Supplier shall be borne by the Supplier. The Supplier undertakes to provide spare parts and any other part that may be required during the entire operation of the Supplies. If the Supplier fails to promptly remedy any defect or non-compliance, Buyer may directly provide all the necessary work to be carried out at the expense of the Supplier. 11.4. The Warranty Period shall be extended for as long as the Supplies are out of service from the date on which the Buyer has requested the Provider to take action to remedy the defect or non-compliance until the date on which the Supplies in Issue is put into service. If a fundamental or principal part of a Supplies item requires repair or replacement during the Warranty Period, the extension and renewal of the Warranty will extend to all of this item of Supplies.
ARTICLE 12 - LIABILITY AND INSURANCE
12.1. The Supplier shall be liable to the Buyer and any third party, and shall obstruct and detract from the Buyer against any loss, damage, cost or expense of any kind (whether it is direct, indirect, material, intangible, physical or Economic, and whether they are the Buyer, Supplier, or any third party) arising from the breach by the Supplier of its obligations under the Order or by an act of unlawfulness or breach. The Supplier will be liable for the consequences of its default even if it is attributable to its employees, executives, directors, agents, subcontractors and / or suppliers.