1. Premise
1.1. The following General Conditions of Purchase are part of any purchase contract signed between Movin S.r.l. (hereinafter referred to as the “Buyer”) and a supplier of components/products (hereinafter referred to as the “Supplier”)together with the technical spefications and informations provided by the Buyer. Any different conditions shall have no efficacy unless expressly accepted in writing by the parties thereto. In the relationship with the supplier the present condition will prevale and will override any general or special conditions provided by the Supplier. 1.2. These General Conditions of Purchase apply even when they are not expressly mentioned and subscribed to in any purchase orders issue by the Buyer (hereinafter “Order”). Any modification or integration to present condition applied by the Supplier will not be effective unless the expressed acceptance in writing by the Buyer. The written acceptance of the purchase order or its execution will be equivalent to its acceptance with the present condition. 1.3. These General Conditions of Purchase shall be effective until they have been expressly revoked by the Buyer or replaced by new conditions that shall be effective once signed. 1.4. As far as these conditions are not governed, the rules of the Italian Civil Code will be applied.
2. Prices
2.1. The purchase order has a written form and it contains the type of products and their quantities and/or characteristics, delivery times, price, payment terms and any other indications. The Supplier must notify the Buyer of the acceptance of the order within 5 working days from the receipt, sending a signed copy by e-mail, letter or fax. After their period the order will be considered accepted in all its part. The order will be binding for the Supplier once confirmed. 2.2. All prices written in the order shall be considered as fixed and are not subjected to any variation and they also include all packaging and delivery costs. In the lack of agreement or information in the order, the payment will be issued by bank swift within 60 days from the end of month of the invoice receipt.
3. Invoices
All invoices issued by the Supplier must show the Order Number, Material Code, Document Transport Number, Product Quantities, Description of the Goods, Unit and Total Price, VAT No., Origin of the Goods
4. Place and Terms of the delivery
4.1. All products shall be delivered by the Supplier by the date and in the places stated in the Order. The agreed delivery terms are mandatory. Therefore, the Supplier shall deliver the products at the date stated in the Order, but not before its expiration, unless expressly requested by the Buyer. 4.2. The Buyer shall refuse all products delivered before the agreed date indicated in the Order and resend them to the Supplier at their own expenses. If the Buyer decides to accept the delivery in any case, even when delivered before the agreed date, all payment terms will be valid from the date written in the Order. 4.3. All products shall be accompanied by the Transport document with the detailed indication of: i) Order number, ii) Code and Description of the Goods, iii) Unit of Measure, iv) Quantities, v) Number of packages, vi) Weight and vii) Origins of the Goods. Upon the Buyer’s request the Supplier shall give the EC Declaration of Conformity to all applicable Directives and Regulations. 4.4. Unless otherwise agreed between the parties, the risk for damages and/or loss of the products will be transferred from the Supplier to the Buyer only when the goods are unloaded at the place stated in the Order. Therefore, the risk of perishing and/or deterioration shall be borne by the Supplier even if the carrier is chosen by the Buyer. The Supplier shall also be liable for any damage and/or loss of the products, after delivery, if due to lacking or defective packaging. 4.5. In case of delay in delivery even by a single day or partial delivery, provided that it does not depend on proven force majeure, the Buyer may avail himself of one of the following rights, at his unquestionable choice, in any case the right to suspend payments due to the Supplier in relation to the missed, delayed or partial delivery:
a) Apply a penalty of 1% ( one percent) on the agreed amount for each full week of delay with a maximum of 10% ( ten percent) of the entire amount of the supply, whatever the amount of the delivered goods, with the exception of the greater damage. b) Terminate the contract by right pursuant to art. 1457 of the Italian Civil Code with a claim for compensation for all damages caused directly or indirectly by the delayed delivery of goods. The Buyer may terminate the contract with a claim for damages even if the Supplier completely fail the delivery.
5. Acceptance of the delivery
5.1. The Supplier shall provide products in a star of art manner, in accordance with the technical specifications, designs and any other information and documentation set out in the Order and in compliance with the applicable laws. 5.2. The acceptance of the products delivered to the Buyer shall not represent any acknowledgment of their conformity with respect to the Order and any technical specifications, even if there are apparent defects. Therefore, the Buyer shall not be bound to unpack the products upon acceptance. However, the products received by the Buyer shall be considered as accepted, subject to verification of the quantities and the quality, which can be contested even after the terms prescribed by the Italian Civil Code, but not later than 30 days from the discovery of defects or non conformity. 5.3. Payments shall be made only on condition that the products are delivered within the agreed terms and that they have no flaws or non-compliance issues as stated in the art. 7 5.4. If the products are imported from non-EU countries, the Supplier guarantees compliance with all due requirements, be they related to customs, administration or other reasons. The Supplier undertake to provide to the Buyer the origin certification of the goods and the certification of the materials used in the manufacturing processes of the delivered goods. 5.5. The Buyer has the right to refuse any deliveries that differ from the Order in terms of quantity. Any costs shall be borne by the Supplier, in accordance with the procedures laid down in Article 7.
6. Packaging
6.1. Unless otherwise stated, the label on the packages must indicate: i) the Code and Description of the Buyer’s item, ii) the Manufacturer code, iii) the Quantity, iv) the Order/Purchase contract number, v) the Production batch number. 6.2. The packages must be singularly identified with tape bands containing the requested data in legible format.
7. Warranty
7.1. The supply of ordered goods must be carried out in full quantity and qualitative compliance as stated in the purchase order, designs, sample or model, in the additional technical and or specifications and in any other documentation relating to it, as well as in accordance with the buyer’s business practice. The Supplier guarantees that goods are voide and free from defects of production, design, storage of any type and nature, visible or hidden, and that they are suitable for the use for which they are intended or for different use as comimunicated by the Buyer. The Supplier performs the supply in full technical and organizational autonomy. Unless otherwise agreed, the Supplier guarantees the proper functionality of the products for a period o 12 months from the delivery date without prejudice to the application of the art. 1490 ss C.C. 7.2. If the products are defected or lack the requested technical features stated in the Order, the Buyer shall also have the right within 30 days from the discovery of the defects or non conformity to send to the Supplier a written claim by email, letter or fax. The Buyer will have the right at his own unquestionable choice, without prejudice to damages claims: i) Refuse the products and send them back to the Supplier at the expenses of the latter. Consequently, the Supplier shall give the Buyer a refund; ii) Ask for the replacement/free repair of all lacking/defected products charging the expenses of withdrawal, repair or replacement to the Supplier; iii) Ask for a price reduction. Whenever possible, if the Buyer so requests, the warranty shall also apply to any products sold and delivered to the Buyer’s customers. In any case, without prejudice to the right of the Buyer to claim compensation for the damage suffered. In any case, the Buyer may suspend payment of the supply, while any payment in whole or in part of the defective supply in the presence of a dispute cannot be interpreted as recognition of conformity of the goods and unfoudedness of the dispute itsefl and may not affect any right to the aforementioned remedies and compensation for damages. In case the Buyer finds that the goods have defects or non confrormity whose size corresponds to up to 5% ( five percent) of the entire supply, or if the goods are significantly lower than the required standards, the Buyer may avail himself of one of the following rights at his unquestionable choice:
- Apply a penalty of 10% ( ten percent) of the amount agreed without prejudice to greater damage;
- Terminate the contract by law pursuant to art. 1456 of the Italian Civil Code with a claim for compensation for all damages caused directly or indirectly by the delivery of defective or noncompliance goods.
7.3. All expenses for the return of defective products will be borne by the Supplier; all defective or lacking products will be transported on behalf and at the sole risk of the Supplier, subject to charging the latter any cost paid for the handling and the storage of the products, or for any other operation. 7.4. A new 12-month warranty period shall start from the product’s replacement/repair date. 7.5. The Supplier guarantees that the products are delivered free of any liens, or other personal or real guarantee rights, and from any reserved privileges. 7.6. The Supplies holds the Buyer harmless from any and all liability for damages caused to third parties by defective products. The Supplier shall also hold the Buyer harmless from any cost resulting from claims or compensations made by third parties in relation to damages resulting from the use of the product, including costs for any judicial or extrajudicial procedures against the Buyer. 7.7. If the supply is to be tested, it must cover all parts of the supplied and must be carried out at the place of the delivery indicated in the order or in other documents referred to it. Detailed full report of all the tests carried out must be drawn up and signed by the supplier or his representative. The signature of the test report by Buyer’s personnel does not constitute any acceptance of the supply with regards of any existence of defects or non compliance.
8. Industrial and intellectual property
The Supplier shall guarantee that the products do not violate any patent nor copyright or other industrial and intellectual properties of third parties and agrees to release, hold harmless and indemnify the Buyer from and against any request, inquiry, damage or charge resulting from third party claims.
9. Technical documentation – Equipment – Molds
9.1 The Supplier must carefully and scrupulously keep the drawings confidential; and the samples and every document and/or material received from the Buyer. The Supplier must also return them at the end of the contractual relationship and in any case if the Buyer so requests. The Supplier is expressly prohibited from using and reproducing said documents and materials for reasons other than the current supply relationship with the Buyer. 9.2. The Supplier shall keep records of all test results, controls and tests performed on his own goods and those of any subcontractors and these must be available to the Buyer upon request. The Supplier shall keep the records of the test results for a period not less than 3 years. 9.3. In case of legal, judicial or extrajudicial procedures and until the end of the latter, the Supplier shall keep all documents mentioned for even more than three years, starting from the moment a legal procedure is initiated. 9.4. According to standard duty of care, the Supplier must take care of the Buyer’s molds and equipment, which he currently possesses for manufacturing purposes only. 9.5. Ordinary and extraordinary maintenance of the Molds are performed by the Supplier. 9.6. The Supplier must also insure the Molds against theft and fire, at his own expense. 9.7. At the end of the supply relationship or if the Buyer so requests, the Supplier shall return the Molds to the Buyer, with all their parts.9.8. The Supplier shall have to pay all direct and indirect damages due to any damage and/or breakage of the Molds that he has caused.
10. Confidentiality and Privacy
10.1.The documentation and the data supplied by Movin and/or by the Final customer must be considered as strictly confidential and therefore cannot be disclosed to third parties. The obligation of confidentiality shall apply to all the employees and collaborators of the Supplier. 10.2. The specifications concerning the goods covered by this supply are implemented for Movin and the latter obtains an exclusive right to use them for a period of 24 months starting from the order date. 10.3. Pursuant to Article 13 of EU Regulation 2016/679, the buyer informs that the supplier’s data will be processed for the related purposes:
- to the management of the commercial relationship (for communications, information, requests, etc.);
- to the fulfillment of obligations arising from contracts with Movin S.r.l.;
- the organizational and commercial management of the order;
- the protection of rights arising from the contract, in the judicial and extrajudicial phase;
- to accounting, financial and tax management activities.
The Data Controller is Movin S.r.l. in the person of the pro tempore legal representative, with registered office in Via Maniago n. 43 / a, 33080 San Quirino (PN), tel .: 0434/91550, fax: 0434/917782, e-mail: movin@movin.it, p.e.c .: movinspa@cgn.legalmail.it, C.F./P. VAT: 01268300934. The provision of data is mandatory for the fulfillment of all related legal and contractual obligations, and failure to provide data may make it impossible to establish or continue the contractual relationship correctly. Personal data will be kept for the time necessary to achieve the purpose for which they are collected or conferred or for a maximum of ten years as required by law in the case of tax and accounting data or contractual documents. The provision of data is necessary as it is strictly functional to the fulfillment of all obligations related to the management of the relationship. Otherwise it will not be possible to carry out the contractual relationship and fulfill the related legal obligations. The data strictly necessary for accounting and financial operations (invoicing, registration, issuing of tax documents) may also be communicated to a trusted professional. Furthermore, the data collected for the purposes listed above may be communicated to P.A. competent, banking institutions, insurance companies (for the management of any insured risks), law firms or arbitrators (for judicial or extrajudicial protection), transport companies and freight forwarders, quality certification bodies, as well as customers of Movin S.r.l. (for permits to enter buildings; the type of data required for this treatment is of a common type). The scope of communication is national. Except for legal obligations, the data will never be disclosed. At any time you can exercise, without particular formalities, your rights towards the Data Controller, pursuant to art. 15 and following of the Regulation, in particular to obtain confirmation from the Data Controller of the existence or otherwise of data processing concerning him, to request access to personal data, updating, rectification, cancellation or lodge a complaint with a supervisoru authority
11. Express resolution clauses and Force Majeure
11.1.the contract will be terminated by right at any time upon the occurrence of the failure of the supplier to comply with the contractual delivery deadline as indicated in art. 4.6) of the present Condictions or in case of non-compliance with the guarantees for com0liance as indicated in art. 7.2). When such cases occur, the Buyer will send the resolution by registered letter, fax, or email to the supplier, which will take effect immediately. 11.2. In the event of force majeure, epidemics, and pandemics, wars, fires, trade union disputes, riots, government measures, interruption of activity outside the Buyer’s control and other unavoidable events relating to the Buyer or the countries where it has its headquarters and establishments, the non performance of the obligations by the Buyer will not constitute a contractual failure by the Buyer himself. In such cases, the Buyer may accept the goods or terminate the contract if such events have a not inconsiderable duration and his needs are considerably reduced.
12. Jurisdiction and Court
12.1. These terms, order and contract are subject to Italian law, to which reference will be made to what is not specifically covered by these conditions. 12.2 For any dispute between the Buyer and the Supplier, the Court of Pordenone will have exclusive jurisdiction.
