General Terms of the Purchase and Supply Agreement
General terms and conditions of purchase and supply agreement
The General Conditions herein were read and approved by the Parties hereto and form an integral part of the Order.
The agreement, signed by the Parties COVIS srl as buyer and the supplier specified in the Order, is completed by these General Terms and Conditions, by means of which the Parties hereby agree and stipulate the following
This document contains a list of the General Terms and Conditions governing all Purchase Orders issued by COVIS srl as Buyer to the Supplier for Products, Materials and/or Services. These General Terms and Conditions are binding on the Parties hereto within the scope of their applicability to the subject matter of the Supply (Products, Materials, Services either jointly or severally) and to the specific type of Product, Material and/or Service offered.
The Purchase Orders placed by COVIS srl are governed by the General Terms and Conditions below, unless otherwise provided for by specific terms stated in the Order which shall prevail over these General Terms and Conditions in the event of conflict.
Any amendments or addition to these General Terms and Conditions shall be valid only if accepted in writing by COVIS srl.
These General Terms and Conditions are an integral part of the Agreement and are deemed to be fully accepted by the Supplier.
2) Terms and Definitions
The following terms shall have the following meanings in this Agreement:
- “General Terms and Conditions of Purchase or Conditions”: mean these Terms and Conditions.
- “Agreement”: consists of the Order, General Terms and Conditions of Purchase and any and all documents therein listed which are integral part thereof; the Agreement also includes any subsequent Order Amendments.
- “Order”: means the specific conditions between Buyer and Supplier for the supply of Products, Materials and Services.
- “Change of Order”: is a written change to an Order issued by Buyer and accepted by the Supplier with the same procedure as the Order, for the purpose of making additions, reductions and changes to the content thereof.
- “Buyer”: means COVIS srl, which issues the order to the Supplier for the supply of Products, Materials and Services described below.
- “Supplier”: means the company that receives the Order from the Buyer for the supply of Products, Materials and Services described in the Agreement.
- “Operating Premises” of the Buyer: 1) Carre (VI), Via Astico, n.1; 2) Asigliano Veneto (VI), Via Ca’ D’Oro, n.650.
- “Materials, Products and Services/Supply”: Materials (Materials in general), Products (semi-finished and/or finished products), Services (Services and ancillary activities) ordered to the Supplier and described in the Agreement; these are to be provided by the Supplier upon receipt of the Order.
- “End Customer”: means the Buyer’s account.
- “Hidden Defects” : are those defects of which the Buyer only was not aware at the time of delivery, and could not even detect using ordinary diligence.
3) Subject Matter
The subject of the Agreement is the supply as better described in the Order specifically confirmed, of which this Agreement is an integral part.
Please note that the acceptance of the Order shall be valid and binding for the Buyer solely in case of acceptance of these General Terms and Conditions. Acceptance must be received within 5 (five) days following the dispatch of the Order.
Confirmation of the Order implies that the Supplier waive its own conditions of sale, although they are attached to the offer or to the Order confirmation.
Unless otherwise stated in the Order or it is specifically approved by the Buyer, any transport, assembly or disassembly of the Materials and Products covered by the Agreement shall be provided for by the Supplier.
5) Changes to Supply and Change of Order
During the execution of the supply, the Buyer shall be entitled to any Change of Order for the purpose of modifying the quality, quantity, characteristics and/or shape of the Products, Materials and Services. In such a case Supplier shall promptly abide by these changes. In the event that these changes impact on the delivery terms agreed in the Order and/or they lead to rise in cost exceeding a range of 5%, it is agreed by the Parties hereto that the Supplier may be entitled to additional and fair price adjustment and/or to an extension of the delivery deadline, which should be agreed with the Buyer in advance. It remains understood that within the range of 5%, there shall be no changes in price and delivery terms agreed in the Order.
6) Free Issue Goods
In the event that, for the execution of the Supply, the material is supplied directly by or on behalf of the Buyer, the Supplier undertakes to determine, at its expense, that said material complies with the quality requirements of the Buyer and to notify the latter in writing of any discrepancy within three (3) days of delivery of such material.
Should the material be damaged by the Supplier, the Supplier shall reimburse the Buyer for the damaged material without prejudice to consequential damages.
7) Delivery Terms, Termination of Order and Penalty for Failure to Perform
The delivery terms specified in the Order are essential, mandatory and binding for the Supplier pursuant to article 1457 of the Italian Civil Code.
The Materials/Products and/or Services shall be delivered to and/or provided at the operating premises specified in the Order or other place expressly stated in the Order. The date of receipt of the Materials/Products shall be deemed the date indicated in the transport document. Advance deliveries or provision of scheduled services shall not be accepted unless authorized in writing by Buyer. The same applies to partial deliveries and/or provision of services not agreed in advance between the Parties.
In the event that the Buyer does not intend to make use of the essential term, it shall be entitled to terminate the relevant Order in cases of delays of over 30 (thirty) days, giving simple written notice pursuant to article 1456 of the Italian Civil Code, without prejudice to compensation for all damages suffered. In this case, nothing shall be due to the Supplier, except for the payment of Materials, Products and/or Services accepted and kept or used by the Buyer. In such an event, which Parties acknowledge to be a serious breach of the Agreement, the Parties hereby agree that the Supplier shall pay a penalty equal to 30% of the prices stated in the Order, without prejudice to any further damages arising from delayed supply. The Buyer shall be entitled to offset any amount due for any reason to the Supplier, including those for supplies different from the relevant Order, with the amounts accrued as penalty in the execution of the Order.
In case of late delivery of Materials and/or Products, or of the provision of the Services or a part thereof, Supplier shall pay Buyer a penalty as set out in the Order for each day of delay starting from the agreed delivery date, whatever the cause may be, – except in case of proven cases of force majeure event promptly reported in writing by the Supplier.
Unless otherwise expressly stated, all prices in the Order are considered fixed and not subject to change.
10) Inspections – Checks on Supply
The Buyer is entitled to ascertain the correct and exact fulfilment of the Supply at any time, both during the manufacturing and once the Products and/or of the Materials are ready. To such extent, the inspectors appointed by the Buyer and/or End Customer shall have the right to access into the premises of the Supplier, upon simple notice, during working hours. Should the Buyer ascertain any non-fulfilment of the terms and conditions set forth in the Agreement, the Buyer may request in written form to fulfil the violated contractual obligation giving Supplier not less than five (5) calendar days. In case the performance does not take place within such time the Buyer is entitled to charge to the Supplier all the expenses borne by the Buyer for its and/or third parties intervention to remedy to such non fulfilment, or, at its sole discretion, to terminate the Agreement wholly or in part, providing for the completion thereof with appropriate means and in a suitable manner, without prejudice to the right of the Buyer to damages. It is reserved the right of the Buyer to suspend payments pursuant to article 1460 of the Italian Civil Code. It remains understood that the inspections or checks and any provisional acceptances shall not release the Supplier from its obligations and contractual responsibilities.
11) Acceptance of Goods
The delivery of the Products and/or Material ordered does not imply acceptance of the Supply. In case of flaws and/or defects of the Materials and/or Products with respect to quality standards and/or to any technical drawings and specifications provided by the Buyer, the Supplier shall promptly remedy, upon request of the Buyer, to such defects and make the Materials and/or Products compliant with the technical specifications of the Buyer. Any non-compliance of the Materials and/or Products with respect to the quality standards set out in the Order and/or the failure of the Supplier to timely remedy such non compliance and/or defects shall constitute a serious breach and hence result in the termination of the Agreement and the payment of all damages.
The Supplier warrants that the Supply complies with the Order and that it is suitable for the specific use requested as well as free from flaws and defects. Unless otherwise provided for in the Agreement, this warranty shall extend for two years commencing from the date of delivery of the Supply.
In the event that flaws and/or defects are detected during the warranty period, the Supplier shall repair or replace the Products and/or Materials thereof at discretion of the Buyer within ten (10) days of notification.
In case Supplier fails to remedy or replace the Products and/or Materials within such time, the Buyer is entitled to charge to the Supplier all the expenses borne by the Buyer for its and/or third parties intervention to remedy to such non fulfilment, or, at its sole discretion, to terminate the Agreement wholly or in part, providing for the completion thereof with appropriate means and in a suitable manner, without prejudice to the right of the Buyer to damages. The Products and/or Materials repaired or replaced shall be subject to the same warranty for the same period and under the same conditions as the original Products and/or Materials.
It is agreed that the Buyer shall inform the Supplier in writing of any defects within 90 days of receipt of the Materials or Products, or, in the case of defects which cannot be easily detected by the Buyer (hidden defects), within 30 days from the discovery of such defects.
13) Transfer of Risks and Property
The risks of transportation and shipment of the goods shall be borne solely by the Supplier, unless otherwise expressly specified. All risks of deterioration/damage to the goods and the property thereof shall be transferred to the Buyer only upon delivery of the Products and/or Materials or upon receipt thereof by the final recipient specified in the Order.
The Supplier undertakes not to disclose news and/or information of a technical and/or commercial nature concerning the Order to third parties before, during or after execution of the Supply. The obligation of confidentiality extends to all employees of the Supplier and up to 3 (three) years from delivery.
15) Intellectual and Industrial Property Rights
The drawings, specifications and any technical documents made available by the Buyer shall remain the exclusive property of the latter and may be used solely for the execution of the Order.
16) Technical Documentation
Within two (2) days before the scheduled shipment, the Supplier shall forward the technical documents as required by the nature of the Products or Services specified in the Order to the Quality department of the Buyer. The Quality department of the Buyer shall examine the documents and authorize the shipment. The shipment authorization based on the technical documents sent by the Supplier does not imply acceptance of the Supply. The technical documents, as required by the nature of the Products or Services specified in the Order, shall be provided with the Material or within the time stated in the Order. In the lack of technical documents, the Buyer shall be deemed entitled to suspend payments. Should changes or additions be necessary, the Supplier shall promptly transmit the technical documents, amended in accordance with the requests made by the Buyer. The technical documents shall be delivered by the Supplier in the number of copies and language stated in the Order.
Within 2 (two) days before the scheduled delivery, the Supplier must send an e-mail to the Logistics department of the Buyer with the details of the packages (Packing List) reporting the number of the COVIS Order to which the delivery refers. The Supplier shall also detail the COVIS item code, position number on the order, heat number of the raw material used (if provided for by the type of item), quantity of goods, type of packaging, number – weight – dimensions of each package, specifying for each material whether the delivered quantity is a balance or an advance.
Deliveries shall be made as follows:
– each batch of material is to be accompanied by a transport document; a copy of the transport document is to be included in the package for deliveries by courier;
– each transport document shall regard a single order and reporting the number, date and reference of the order. Details must also be provided for: COVIS item code, position number on the order, heat number of the raw material used (if provided for by the type of item), quantity, weight and dimensions of the single goods, type of package, number of packages and total gross weight, specifying for each material whether the delivered quantity is a balance or an advance.
Invoices shall be issued in accordance with current tax laws. The invoicing, authorized in advance by the Buyer, shall follow each single Purchase order.
In the event that an invoice is issued before Supplier has completed and supplied the goods and/or services ordered to the Buyer, the date of payment of the invoice shall nonetheless be calculated from the date on which the Supplier should have correctly issued the invoice as per the terms of the Order.
19) Prohibition to Transfer the Purchase Order and Receivables
The Supplier shall not be entitled to assign the execution of the Order, even partially, to third parties, unless formally authorized by the Buyer in writing.
Pursuant to article 1260, last paragraph, of the Italian Civil Code, any credits due to the Supplier for execution of the Order cannot be assigned without the prior approval of the Buyer.
The packaging of the goods covered by the Order must be suitable for the purpose, taking into account the destination and the means of transport of the goods. Unless otherwise provided for in the Order, all costs related to packaging shall be borne solely by the Supplier.
The Buyer reserves the right pursuant to and for the purposes of article 1373 of the Italian Civil Code to withdraw from the Purchase Order at any time by registered letter with return of receipt, by fax or via certified e-mail, with a notice period of at least 15 (fifteen) days prior to the agreed delivery date.
In this case the Buyer shall pay the Supplier an amount equal to the value of the service performed for the Supply delivered or the part made by the date of withdrawal.
22) Express Termination Clause
Without prejudice to the foregoing, the Buyer reserves the right to cancel any Order pursuant to article 1456 of the Italian Civil Code by written communication addressed to the Supplier provided that the following conditions subsist:
– breach of the obligations as per articles 7 and 11;
– bankruptcy, compulsory or voluntary winding-up of the Supplier, filing of insolvency proceedings without prejudice to the provisions of article 72 of the Italian Bankruptcy Law;
– change of ownership or control or substantial change in shareholding structure of the Supplier.
Any tolerance by the Buyer in relation to the breach of any obligation resulting from the Order, as well as the non-exercise of any right or granting of a more favorable treatment, also extended in time, shall not be construed to be a waiver of such provision nor shall give rise to any right not otherwise expressly specified in the Order.
24) Penalties for Withdrawal or Termination
Once the Supplier accepts the Agreement, it may no longer withdraw from it. Withdrawal, cancellation or termination of the Agreement by will or deed of the Supplier shall result in the application of a penalty equal to the price agreed in the Agreement for the supply of the goods plus a percentage of 25%, without prejudice to the provisions of article 7.
25) Right to Compensation
Supplier shall indemnify the Buyer from any request for damages or enforcement filed against the latter by End Customers for facts or defects in the material provided by the Supplier to the Buyer.
26) Governing Law
The Agreement shall be governed and interpreted by the Italian law in all respects, except as expressly provided for in the Order.
27) Place of Jurisdiction
Any dispute shall be referred exclusively before the Court of Vicenza.
28) Processing of Personal Data – Privacy
The Supplier and Buyer shall ensure mutual compliance with the regulation on the processing of personal data, as governed by the Privacy Code under Decree Law no. 196 of June 30, 2003. Any personal data provided shall be used solely for contractual performance.
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code the Supplier expressly approves and endorses the following clauses:
5) Changes to Supply and Change of Order
7) Delivery Terms, Termination of Order and Penalty for failure to perform
11) Acceptance of Goods
22) Express Termination
25) Right to compensation
27) Place of jurisdiction.