1.1. These General Purchasing Terms and Conditions are an integral part of every purchasing contract stipulated between FAIB S.p.A. (hereafter “Purchaser”) and the supplier of components/products/processes (hereafter “Supplier”). Any terms and conditions different to those herein shall not be effective unless expressly accepted by the parties in writing.
1.2. The General Purchasing Terms and Conditions apply even if not expressly signed in the individual purchasing order sent by the Purchaser (hereinafter “Order”).
1.3. These General Purchasing Terms and Conditions are effective until they are expressly revoked by the Purchaser or are replaced by new terms and conditions that shall become effective as of their publication on the website of the Purchaser (www.faib-spa.com).
1.4. The General Purchasing Terms and Conditions do not commit the Purchaser to sending future supply orders to the Supplier.
2. Execution of the Sale – Prices
2.1. The Supplier shall communicate to the Purchaser the acceptance of the Order within 5 (five) working days from its receipt, returning the signed confirmation to the Purchaser. After this time frame the Order shall be considered confirmed in all its parts.
2.2. The prices indicated or mentioned in the Order are fixed and are not subject to any variation.
The sales invoices issued by the Supplier must indicate the: 1) Order number; 2) job order number; 3) material code; 4) transport document number; 5) product quantity; 6) description of the goods; 7) unit price and total price; 8) VAT, and 9) origin of the goods.
4. Place and Terms of Delivery
4.1. The products must be delivered by the Supplier within the terms and in the places indicated by the Order. The terms agreed for the delivery are imperative and for the sole benefit of the Purchaser. The Supplier must, therefore, deliver the products at the time indicated in the Order but not before its deadline, unless expressly requested by the Purchaser.
4.2. The Products must be accompanied by the transport document with detailed indication of the: 1) Order number; 2) material code and description; 3) unit of measurement; 4) quantity; 5) number of parcels; 6) weight; 7) job order number, and 8) origin of the goods. At the request of the Purchaser, the Supplier must also issue the CE certificate of compliance with all applicable Directives and Regulations.
4.3. Without prejudice to other agreements between the parties, the risk of damage and/or loss of the products is transferred from the Supplier to the Purchaser exclusively from the moment unloading takes place at the place indicated in the Order. The risk of wear and tear and/or breakdown of the products therefore remains the Supplier’ responsibility, even when the carrier has been chosen by the Purchaser. The Supplier shall also be responsible for any damage and/or loss of the products after the delivery, where due to insufficient or faulty packaging.
5. Receipt of Delivery
5.1. The Supplier undertakes to provide products that are made to the highest standard and comply with the technical specifications described and/or mentioned in the Order, as well as with the applicable legislation in force.
5.2. Receipt of the products delivered to the Purchaser does not constitute recognition of their compliance with the Order, not even with reference to any apparent fault; there is, therefore, no obligation for the Purchaser to unpack the products at the time of receipt. In any case, the products received by the Purchaser are defined as accepted subject to the verification of quantity and quality, which may be contested even after the time limits provided by the Italian Civil Code and in any case no longer than 2 (two) months after their delivery.
5.3. Payments shall only be made if delivery of the products has taken place within the agreed time frame and if the products are not affected by any defect or discrepancy.
5.4. If the products are imported from non-EU countries, the Supplier guarantees that it has met all related obligations, be these customs-related, administrative or of another nature.
5.5. The Purchaser has the right to refuse any deliveries that are defective due to the quantity not matching the Order, with costs borne by the Supplier, according to the methods under Article 7.3.
6.1. Unless otherwise specified in our purchasing order, the packaging labels must indicate the: a) Purchaser’s code and item description; b) job order number; c) manufacturer’s code; d) quantity, and e) Order number.
6.2. The parcels must be individually identified with seals containing the required details in a legible format, possibly also with an EAN-13 barcode.
7.1. Without prejudice to other agreements, the Supplier guarantees the proper functioning of the products for a period of 12 (twelve) months from the date of delivery of the products. This is without prejudice to the application of Articles 1490 et seq. and the cases in which the law provides for a longer period.
7.2. Should the products be faulty or lacking in the technical qualities indicated in the Order/drawing, the Purchaser shall have the right to either: a) refuse the products and return them carriage forward to the Supplier, with consequent reimbursement of any payment already made by the Purchaser; b) request the replacement/repair of the faulty/defective products free of charge with collection, repair or replacement charges borne by the Supplier; c) request a reduction in the price, or d) carry out repairs at its own premises at the cost of €75.00/hour. Where possible, at the request of the Purchaser, the warranty shall also apply to products sold and delivered to the clients of the Purchaser. This is in any case without prejudice to the right of the Purchaser to ask for compensation for the damage suffered.
7.3. The fees for operations to return faulty products shall be exclusively borne by the Supplier; the faulty and/or defective products shall be transported exclusively on behalf and at the risk of the Supplier, subject to charges incumbent upon it for any fee incurred to move or store those products plus any additional cost.
7.4. From the date of replacement/repair of the products, a new warranty shall take effect for another 12 months.
7.5. The Supplier guarantees that the products are delivered free of pledge, other right of personal guarantee or collateral, and seller’s lien.
7.6. The Supplier holds the Purchaser harmless from each and any liability for damages caused to third parties by the defective products supplied. In particular, the Supplier states that it shall not hold the Purchaser liable for any costs due to requests for compensation or claims for indemnity issued by third parties in relation to damages caused by use of the product, including the costs of judicial or extrajudicial proceedings taken against the Purchaser.
8. Industrial and Intellectual property
The Supplier guarantees that the products provided do not breach any patent, copyright or other intellectual or industrial property right of third parties and undertakes to indemnify, hold harmless and reimburse the Purchaser for any request, demand, damage or fee deriving from third-party claims.
9. Technical Documentation–Equipment–Goods on Account
9.1. The Supplier must scrupulously and carefully store drawings, samples and any document and/or material received from the Purchaser and return them at the end of the contractual relationship and whenever the Purchaser requests it do so. It is expressly prohibited for the Supplier to use or reproduce these documents and materials for purposes different to the supplier relationship existing with the Purchaser.
9.2. The Supplier must maintain an adequate record of the results of tests, controls and trials relating both to its own production and to that of any subcontractors, to be produced at the request of the Purchaser. The Supplier must store the afore-mentioned record of the results for a period no less than 3 years.
9.3. In any case, the Supplier must also store all documentation mentioned in Article 10.2 below for a longer duration when a dispute is opened, judicially or extrajudicially, and until its conclusion. 9.4. The Supplier must, according to ordinary diligence, safeguard in-process material received owned by the Purchaser and for which it is responsible.
9.5. The Supplier must compensate all direct or indirect damages deriving from any damage, due to the fault of the Supplier, to the in-process material received.
10.1.The Supplier undertakes not to use directly, indirectly, through a third party, organisation or company nor disclose to third parties, even after the termination of the contractual relationship with the Purchaser for any reason whatsoever, the information and data communicated by the Purchaser or which it in any case became aware of (in any written, verbal or electronic form, through a direct view or any other intelligible form) during or whilst fulfilling said contractual relationship, with particular reference to: technical specifications communicated by the Purchaser; its products; production processes implemented in execution of the contractual obligations assumed; to the business of the Purchaser, etc.
10.2. The obligation under the previous paragraph also applies to news relating to the Purchaser and indicated by it as confidential.
11. Visits to the Supplier
The Purchaser reserves the right to visit the production site of the Supplier in order to assess its organisation of production processes (systems, workforce, receipt of materials, operating processes, testing, shipping, progress of its products, etc.).
The name of the Purchaser may be referenced by the Supplier only if subject to written authorisation from the Purchaser itself.
13.1. For any delayed deliveries that do not cause downtime, the Purchaser shall apply a penalty of 1% of the total amount of the Order for every week of delay or part of it up to a maximum of 5%, starting from the eighth day of delay in the delivery.
13.2 Should the delay in delivery cause assembly downtime, a penalty of €500.00 per day shall be applied.
13.3. Should the products have defects that lead to selection/reworking/repairs, a penalty of €75.00 per person per hour shall be applied.
13.4. The penalties shall be invoiced by the Purchaser or withheld from the sums due to the Supplier where there is capacity to do so.
13.5. This is without prejudice to the right for the Purchaser to make a claim for additional damages.
14. Safety Data Sheets
The safety data sheet relating to consumer products and dangerous/non-dangerous substances/products must be provided by the Supplier to the Purchaser so that it is appropriately informed of the dangers of the chemical substances and preparations present in the product provided. The data sheet must be provided in advance or upon first provision of the product, and each time the Purchaser requests it.
It may be in paper or digital form, must comply with the provisions in the appendix to Italian Ministerial Decree of 4 April 1997 and subsequent amendments and additions, must be written in Italian and must bear the date of compilation and any update(s).
The Supplier must inform the Purchaser of the substances present and their concentration in the products provided; in particular, it must be given suitable communication (certification) demonstrating that all obligations concerning the application of the provisions contained in Regulation (EC) No. 1907/2006 (REACH) and subsequent amendments and additions have been met by the Supplier. The Supplier also undertakes to inform the Purchaser about any technical variations in the product provided.
16. Non-Transferability of Loans
In accordance with Articles 1260 et seq. of the Italian Civil Code, the loans deriving from the provision cannot be transferred to third parties in any case.
17. Competent Court – Applicable Law
17.1. The General Purchasing Terms and Conditions are subject and must be interpreted according to Italian legal provisions, with the exclusion of any other right.
17.2. Any disputes that arise in relation to the afore-mentioned purchasing contracts shall be subject to Italian jurisdiction and referred to the sole jurisdiction of the Court of Vicenza (Italy).
Bassano del Grappa, 19 October 2018
Via Portile N° 5
36061 Bassano del Grappa (Vicenza) - ITALY