GENERAL PURCHASING TERMS
This contract is regulated by the present general terms as well as by specific conditions already agreed upon; any other agreement will be accepted only if stated in written.
A) GOVERNING LAW AND AUTHORITY
All disputes arising from the contract that can not be solved by a mutual agreement, will be handled on the base of arbitrary and reconciliation from the International Centre of Arbitrary of the Economic Chamber of Brescia, by one or more arbitrators appointed according to these rules.
The Agreement shall be construed and controlled by the applicable Italian Law; the United Nations Convention on the International Sale of Goods, dated 1980’, shall not apply and its application is hereby expressly excluded. Jurisdiction and venue will be Brescia.
B) DELIVERY TERMS AND PENALTY
1) Unless specifically stated otherwise, goods will be delivered either on wagon at the departure railway station, or on truck on the departure premises, or on board of a ship at the sailing port, goods shall be completed with packaging suitable for transport and/or shipment.
2) Delivery terms stated in the order shall be deemed being accepted, unless a valid counterproposal is submitted by the supplier at order’s confirmation; this should be received very soon and in all cases not later than 10 days from the order’s confirmation.
3) Delivery terms are to be considered as compulsory and prerequisites.
In case of failure to respect these terms, SAMA will be entitled to:
a) charge the supplier, without notice, a penalty up to 2% of the value of materials not delivered, for each week delay, unless major damages are to be claimed;
b) to declare void the contract, giving notice at any time through a registered letter, unless damages are to be claimed by SAMA.
c) to buy materials on the market at the current price, at the supplier’s charge, unless major damages are to be claimed;
On the above mentioned hypothesis, SAMA is not obliged to comply with the formality and terms listed in art. 1516 and 1517 Civ. Code. In case of application of formality a), is not deprived of the right to make use, later on, of formality b) and c) leaving the penalty in favour of SAMA as acquired.
4) Any reason of force majeure that should delay the scheduled deliveries, must be notified and testified, otherwise any title to apply to them will automatically expire.
5) Unless agreed otherwise, the supplier should organize transport in the cheapest way and best
6) The supplier is responsible for damages caused by inappropriate packaging, even though delivery term is Ex Works
7) The supplier shall mark every package with the order reference number.
8) Our Company shall take on the payment of duties, taxes and fees in entry, if required, as well as carry on the unloading of the goods, unless agreed otherwise.
9) The weight should be confirmed by the carrier at the delivery; otherwise the weight verified on site will be considered as valid, even though delivery terms is Ex Works, unless agreed otherwise.
10) Deliveries should be regularly notified in advance, by writing and with detailed information.
11) Dimensions and weights are subjected to tolerances stated by the unified rules and regulations of the supplied goods, when available; or to the drawings.
We shall otherwise be authorized to reject the supply at the supplier’s costs, or claim compensation; unless agreed otherwise.
E) SUPPLY ACCEPTANCE
12) Acceptance of the goods is subordinate to the positive results of tests listed at the following point 14, independently from means of transport or place of delivery.
13) Delivery terms have effect from the date of the order; unless agreed otherwise.
14) All goods will be submitted to checking and tests commonly applied at destination.
G) CONCEALED VICES
15) With respect to products that do not meet applicable manufacturer’s specifications, our Company will denounce apparent vices and faults within 30 days from the receipt of the goods and concealed vices within 30 days from their evidence, according to provision of art 1496 Civil Code. In that case our Company will be allowed, in its sole discretion, to cancel the order, to get replacement at the supplier’s account, or to obtain a strong reduction of price.
16) Price quoted in the order, as well as general conditions stated herein, is subject to change only with a written agreement accepted by both parties.
17) Contract prices are to be considered as accepted by the supplier at his own benefit and risk and therefore unchangeable under any circumstance, such as strikes, labour disputes, increase of price for raw materials, freight, currency exchange, transports, labour costs, taxes duties and unforeseen circumstances in general.
18) At the time of shipment the supplier will send detailed invoice in two copies, showing order number and specifying if the consignment is just a partial shipment or the balance of the order itself.
19) According to our general disposition regarding IVA (Italian Tax), you are required to issue and send invoice straight on; invoice shall be draw up in conformity with point 13 above mentioned.
20) The supplier agrees to indemnify and hold harmless SAMA or its customers from and against any and all claims, liabilities, damages, legal costs and expenses (including reasonable attorneys’ fees and litigation expenses) that should arise from or related to the purchase, use and or distribution of the products supplied by the supplier in question in violation of third party intellectual property, other proprietary rights and patents.
21) Any dispute that should arise from this contract will be construed and dealt with Brescia Judiciary.
22) The supplier warrants to Sama the quality and the perfect construction of the supplied products, for the whole period under guarantee, by specifying in the order that for one year from delivery date, he is bound to repair or replace, as quickly as possible and free of charge, the product or parts of the product that should present defects.
SAMA reserve the right to claim compensation for damages occurred owing to the products’ not-conformity or due to the supplier’s delay in their repairing.
Transport costs, as well as any other cost connected to the warranty, will be on the whole account of the supplier.
23) SAMA will arrange payment according to the agreed terms under previous receipt of the
Invoice and the order’s confirmation.
In no event shall the credit be passed on to third parties.
In case of dispute, SAMA is allowed to postpone payment beyond its expiry time, with no interest to be charged.
N) QUANTITY AND WEIGHT
24) SAMA is bound to accept ordered quantities only. Tolerances on quantity should be agreed
upon in the order. As far as road transport is concerned, the weight or number of pieces verified at the arrival in SAMA is to be taken ad valid, unless agreed otherwise.
As for transport by railway or by vessel, valid weight and number are the ones gathered at the departure, with tolerances applied according to the carrier’s rules and regulations.
O) DRAWINGS – TECHNICAL DOCUMENTATION AND SPECIFIC EQUIPMENT
25) Any drawing, specifications, regulations and schedule, as well as any technical
documentation, sample or equipment of SAMA can be used by the supplier for the construction of products commissioned by SAMA only.
The supplier is therefore not allowed to copy or get copies of drawings materials, unless necessary to carry out SAMA commission, neither will he be allowed to make copies and materials available to third parties.
The supplier agrees to indemnify SAMA from and against any and all claims, liabilities, damages, costs and expenses arising in violation of the terms and conditions stated in this point.
This disposition is to be applied also to original models and specific equipment designed and/or fabricated by the supplier specifically for the ordered commission, being therefore to be intended of SAMA property only.
WE ACKONLEDGE RECEIPT OF YOUR ORDER THAT WE FULLY ACCEPT AND WE UNDERTAKE TO CARRY OUT IN CONFORMITY WITH TERMS AND CONDITIONS HERE STATED AND LISTED IN DETAILS AT POINTS A-B-C-D-E-F-G-H-I-L-M-N-O.
BESIDES, ACCORDING TO DISPOSITIONS OF ART. 1341 CIVIL CODE, WE DELCARE TO ACCEPT ALL CLAUSES LISTED IN THE GENERAL PURCHASING TERMS.