ARTICLE 1 - PROPOSAL AND ACCEPTANCE
1.1. The written acceptance of the Order by the Supplier or the execution had begun the Order by the Supplier shall constitute acceptance by the Supplier of the Order and of these General Purchasing Conditions.
1.2. Any modification of these General Purchasing Conditions shall be expressly agreed in writing by Buyer.
ARTICLE 2 - OBLIGATIONS AND PERFORMANCE
2.1. The Supplier shall perform the Order in compliance with the provisions in these General Terms and Conditions. The Supplier shall provide Buyer with information that from time to time require the Buyer in connection with the Supplies and must also inform the Buyer if, at any time, the Supplier are unable or delayed or becomes aware of any circumstances that may place him in a situation to be prevented or delayed in the performance of any portion of their supplies.
2.2. The Purchaser reserves the right to modify your order at any time. Any change of this kind will be made through a written review of the Order, accepted in the manner referred to in Article 1.
2.3. The Supplier may not assign, sell, provide or sub subcontract all or part of the Order without the prior written consent of the Purchaser and without the express written acceptance of the General Terms and Conditions and any other rules contained in the Order by of (as appropriate) the transferee, purchaser or sub-contractor. The acceptance of the assignment by the Purchaser and / or the subcontractor does not release the Supplier from its responsibilities and obligations under the Order.
ARTICLE 3 -DELIVERY
3.1. The supplies must be delivered cleared DDP - Delivered Duty Paid at the address specified in the Order. The property on the Supplies will be transferred upon delivery at the address stated in the Order. The transfer of risk concerning the Supplies shall pass to Buyer upon delivery, under the terms of just indicated yield.
3.2. The delivery will be deemed to have occurred when the Supplier has delivered the goods (in terms of description, quality and quantity) to the provisions of the Order. For each delivery made by the supplier, it must be procured in duplicate by the Supplier a shipping document containing the same information of the invoice, except the indication of price. The Order shall be deemed 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 set out in the Order and / or all of the documents and certificates required for the implementation and maintenance of the supplies in accordance with the existing provisions have been received and accepted by the Buyer.
3.3. The supplies must be delivered on the date specified in the Order. They will not accept partial or early deliveries without the prior written consent.
ARTICLE 4 - DELIVERY PROGRAM - DELAY PENALTIES
If the Supplier fails to meet the delivery schedule but the Buyer decides not to terminate the Order, the Purchaser may require the Supplier, without notice, payment of a penalty in an amount equal to 1% of the value of ' order, excluding tax, for each day of delay, up to a maximum, for each delay hypothesis, equivalent to 10% of the order value. You will have automatic compensation of the value of the penalties and any sum still due by the Buyer to the Supplier, whether or not such sums payable at the time when the compensation is realized. E 'without prejudice to Buyer's right to claim compensation for further damages, even if application and payment of the penalty for late delivery.
ARTICLE 5 - PARTIAL DELIVERY - DIFFERENCES 'IN DELIVERY
5.1. If the Supplier delivers only a part of the Order, or if only a part of the delivery is in accordance with the provisions of the Order, Buyer may, at its option, to apply the provisions of Article 4 of the Order limited to those parts not delivered to or different from the requirements laid out in the Order.
5.2. In the event of a partial delivery or fails to comply, the predictions of this clause shall not affect the right of the Purchaser to: (i) terminate the entire Order in accordance with the provisions in Article 16; (Ii) request compensation for any damages, losses, costs or expenses that has incurred due to the default of the Supplier; and / or (iii) require the application of the penalties calculated on the total value of the Order, taxes excluded.
ARTICLE 6 - OBLIGATIONS OF THE SUPPLIER BEFORE SHIPPING
6.1. The Supplier shall provide the Purchaser or to persons specified by the Buyer free access to its facility or to the running of their subcontractors / suppliers or to any other place where related operations are made to the Order, with the aim of allowing you to check the status of Order execution and its progress.
6.2. Employees or commissioned by the Supplier shall remain under the full responsibility of the Supplier even if, in order to perform the obligations assumed by the Order, must work with the Buyer or any of Buyer's customers.
ARTICLE 7 - PACKAGING - TRANSPORT
7.1. The Supplier is responsible for packaging of supplies and verification that the Supplies are assembled, packaged and protected appropriately.
7.2. The Supplier shall draw up an inventory for each shipment. The inventory should contain all the details necessary for identifying the parcels (details of the order, type and amount of supplies, carrier name, details of the shipment) as set forth in the Order.
7.3. For the event that the supplies are damaged during their storage, transport, delivery or prior to their acceptance, the Supplier agrees to obtain and provide, at its own expense and danger, identical replacements for each item damaged or lost within the terms provided in the delivery schedule. The Purchaser, without prejudice to the exercise of any rights or remedies provided by law because of such a breach, may, at its option, (a) terminate the Order without notice or any compensation; (B) reject the Supplies; (C) withhold payment in whole or in part.
ARTICLE 8 - PRICES
The Order Prices shown are all-inclusive, fixed and not subject to revision, after deduction of discounts, and in any case include (without exception): taxes, storage, packaging, insurance, customs duty and carriage paid to the delivery . The currency of the amounts reported in the Order is also the currency of payment. Prices are not subject to any form of review, on the basis of changes in currency relations or otherwise.
ARTICLE 9 - BILLING
9.1. The Supplier shall issue invoices in three copies, to be delivered to the Purchaser at the address stated in the Order.
9.2. Invoices must be accompanied by documentation which proves that upon successful execution of the Order and shall contain:
1) All references, number and date of the order, and the project;
2) A complete description of the supplies, and the number and the date of the accompanying shipping note;
3) The price of the supplies, excluding taxes, the amount of VAT, taxes, insurance and customs duty, and the price inclusive of taxes and any applicable discount;
4) The date by which payment must be made in application of Article 10 below; and, more generally, all the information that must be reported by the bill in order to comply with applicable regulations.
9.3. The Purchaser reserves the right not to accept incorrect invoices in substance and / or shape.
ARTICLE 10 - PAYMENT
10.1. Unless the order provides otherwise and provided that the provisions of the Order are duly fulfilled, invoices which satisfy the provisions referred to in Article 9 will be settled within 90 days of receipt.
10.2. Buyer shall have the right to offset any invoice any amount that the Supplier should the Purchaser according to the Order or to any other title.
10.3. The payment by the Buyer of the terms of the contract price for the supplies delivered shall not constitute acceptance of them and will not release the Supplier from its responsibilities and its obligations.
ARTICLE 11 - GUARANTEE
11.1. The Supplier warrants to the Purchaser that the Supplies (s) are fully compliant with the Order forecasts, specifications, plans and related documentation; (Ii) comply with industry best practices and the applicable standards, as well as the applicable regulations (including any regulation of exports); (Iii) are free from defects in design, materials, workmanship, construction or installation; and (iv) New and fit the use that intends to make the Buyer.
11.2. The warranty will have a minimum duration of two years from the date on which the supplies are put into service (Article 13).
11.3. The Supplier agrees to promptly replace, at its expense, any defective part of the Supplies. Any part replaced under the provisions of the contract or any other warranty Warranty provided by law, shall be subject to the same warranty clause referred to in this Article 11. The costs of returning the defective parts to the Supplier will be borne by the Supplier. The Supplier agrees to supply spare parts and anything else that may be required during the entire functioning of the supplies. If the Supplier fails to promptly remedy any defect or non-compliance, the Purchaser may directly provide for all necessary works to be carried out at the Supplier's expense. 11.4. The Warranty period will be extended for the duration in which the supplies are out of service, starting from the day when the Buyer has requested the Supplier to take action to remedy the defect or noncompliance until the date on which the deliveries question are called into service. If a key part or main element of supplies requires repair or replacement during the warranty period, the extension and renewal of the guarantee will be extended to the whole of this element of the supplies.
ARTICLE 12 - RESPONSIBILITY 'AND INSURANCE
12.1. The Supplier shall be liable to the Purchaser or any third party and shall indemnify and detect the Buyer against any loss, damage, costs and expenses of any kind (whether direct, indirect, tangible, intangible, physical or economic, and whether they are incurred by the Buyer, the Supplier or any third party), resulting from breach by the Supplier of its obligations arranged by the Order or by an unlawful act or default. The Supplier shall be responsible for the consequences of their failures even if attributable to its employees, officers, directors, agents, subcontractors and / or suppliers.