General Purchase Conditions
These General Purchase Conditions define the rules governing the relationship between Movin S.r.l. and its suppliers, ensuring clarity, transparency, and consistency at every stage of the procurement process. This document sets out the criteria, responsibilities, and standards required for orders, deliveries, quality, and compliance, with the aim of ensuring an effective, reliable collaboration focused on long-term continuity.
1. Scope and Application
1.1 These General Purchase Conditions form an integral part of every purchase contract entered into between Movin S.r.l. (hereinafter the “Buyer”) and the supplier of components/products (hereinafter the “Supplier”), together with the technical specifications, information and any other documentation provided by the Buyer. Any terms differing from these Conditions shall be null and void unless expressly accepted in writing by the parties. In relations with the Supplier, only these Conditions shall apply and they shall prevail over any general or specific sales conditions of the Supplier.1.2 These General Purchase Conditions shall also apply even if not expressly referred to and signed in the individual purchase order sent by the Buyer (hereinafter the “Order”).
Any amendment or addition to these Conditions proposed by the Supplier shall be ineffective unless expressly accepted in writing by the Buyer.
The Supplier’s written acceptance of the Order or the commencement of performance of the Order by the Supplier shall constitute express acceptance of the Order and, consequently, of these Conditions.
1.3 These General Purchase Conditions shall remain effective until expressly revoked by the Buyer or replaced by new conditions.
1.4 For matters not governed by these Conditions, the provisions of the Italian Civil Code on sales shall apply.
2. Purchase Order and Acceptance. Prices
2.1 The Order shall be in written form and shall indicate the types of products and the relevant quantities and/or characteristics, delivery times, price, payment terms and any other information.The Supplier shall notify the Buyer of acceptance of the Order within 5 (five) working days from receipt, by sending a signed copy to the Buyer or by email, letter or fax. Upon expiry of such term without receipt of acceptance, the Order shall be deemed confirmed in all its parts.
The Order becomes binding on the Supplier upon acceptance.
2.2 The prices indicated or referred to in the Order are fixed and not subject to any variation; they are understood to include packaging and shipping costs. In the absence of an indication in the Order or an agreement, payment shall be made by bank transfer within sixty (60) days from the end of the month in which the invoice is received.
3. Invoices
3.1 Sales invoices issued by the Supplier must indicate the Order number, material code, delivery note number, product quantity, description of the goods, unit price and total price, VAT (or reasons for non-applicability), origin of the goods and customs tariff code.4. Place, Terms and Method of Delivery
4.1 The products must be delivered by the Supplier within the time limits and to the places indicated in the Order or in another document of the Buyer. The agreed delivery terms are essential and strict. Therefore, the Supplier must deliver the products by and no later than the date indicated in the Order and not earlier than such date, unless expressly requested in writing by the Buyer.4.2 The Buyer may refuse and return to the Supplier, at the latter’s expense, products delivered in advance of the delivery date. If, however, the Buyer decides to accept the delivery even if early, the payment terms shall in any case run from the delivery date established in the Order.
4.3 The Products must be accompanied by the delivery note indicating in detail: i) Order number, ii) material code and description, iii) unit of measure, iv) quantity, v) number of packages, vi) weight, and vii) origin of the goods and customs tariff code. At the Buyer’s request, the Supplier shall also be required to provide the CE Declaration of Conformity to all applicable Directives and Regulations.
4.4 Unless otherwise agreed by the parties, the risk of damage and/or loss of the products shall transfer from the Supplier to the Buyer exclusively upon completion of unloading at the place indicated in the Order. Therefore, the risk of loss and/or damage remains with the Supplier, even when the carrier has been selected by the Buyer. The Supplier shall also be liable for any damage and/or loss of the products after delivery where caused by insufficient or defective packaging.
4.6 In the event of a delivery delay of even one day or partial delivery, provided this is not due to proven force majeure, the Buyer may exercise one of the following rights, at its sole discretion, without prejudice in any case to the right to suspend payments due to the Supplier in relation to the missing, delayed or partial delivery:
- apply a late-delivery penalty of 1% (one percent) of the agreed consideration for each full week of delay, up to a maximum of 10% (ten percent) of the total amount of the supply, regardless of the quantity of goods not delivered, without prejudice to further damages;
- terminate the contract by operation of law pursuant to Art. 1457 of the Italian Civil Code and claim compensation for all damages directly or indirectly caused by the delayed or partial delivery of goods. The Buyer may also terminate the contract and claim damages where the Supplier entirely fails to deliver.
5. Acceptance of Supply
5.1 The Supplier undertakes to supply products manufactured in a workmanlike manner and compliant with the technical specifications described in the Order, the drawings and any further document or information provided by the Buyer, as well as compliant with applicable laws and regulations in force.5.2 Acceptance of the products delivered to the Buyer does not constitute acknowledgement of their conformity with the Order and any technical specifications, including with respect to any apparent defects; therefore, the Buyer is under no obligation to unpack the products upon acceptance. In any case, products received by the Buyer shall be deemed accepted subject to verification of quantities and quality, which may also be contested after the terms provided by the Italian Civil Code and in any event no later than 30 (thirty) days from discovery of defects and/or faults and/or non-conformities.
5.3 Payments shall be made only on condition that delivery of the products has occurred within the agreed time limits and that the products are free from any defect or non-conformity, as further specified in Article 7.
5.4 Where products are imported from non-EU countries, the Supplier warrants that it has complied with all related obligations, whether customs, administrative or otherwise. The Supplier undertakes to send the Buyer the declaration of origin of the products and the certificates of the materials used to manufacture the supplied goods.
5.5 The Buyer has the right to refuse any deliveries that do not match the quantities stated in the Order, at the Supplier’s expense, in accordance with Article 7.
6. Packaging
6.1 Unless otherwise specified, packaging labels must indicate: i) the Buyer’s item code and description, ii) the manufacturer’s code, iii) quantity, iv) Order/purchase contract number, v) production lot number.6.2 Packages must be individually identified with straps/bands bearing the required data in a readable format.
7. Warranty
7.1 The supply of goods covered by the Order must be carried out in full quantitative and qualitative conformity with what is prescribed in the Order, the drawings, any sample or model, further technical and/or contractual specifications and any other related documentation, as well as in accordance with the Buyer’s company practices.The Supplier warrants that the goods are free from defects and faults, whether apparent and/or hidden, in design and/or manufacture and/or storage and/or of any type and nature, and that they are fit for the intended use or for different uses as communicated by the Buyer.
The Supplier shall perform the supply with full technical and organizational autonomy.
Unless otherwise agreed, the Supplier warrants proper functioning of the products for a period of 12 (twelve) months from the delivery date. In any case, Articles 1490 et seq. of the Italian Civil Code shall apply.
7.2 If the products are defective, faulty or non-compliant, the Buyer, within thirty (30) days from discovery of the defect and/or fault and/or non-conformity, shall send the relevant written notice by electronic means, fax or letter to the Supplier.
The Buyer shall have the right, alternatively at its sole discretion—without prejudice to compensation for damages—to:
- notify termination due to breach and therefore refuse the products and return them to the Supplier freight collect, with consequent refusal to pay the price or reimbursement of any amounts already paid by the Buyer;
- request free replacement/repair of the defective/non-conforming products, with collection, repair or replacement costs borne by the Supplier;
- request a price reduction. The warranty shall also apply to products sold and delivered to the Buyer’s customers.
If the Buyer finds that the supplied goods present defects, faults or non-conformities whose extent corresponds to up to 5% (five percent) of the entire supply, or if the goods are significantly below the required standards, the Buyer may, at its sole discretion, exercise one of the following rights:
- apply a penalty equal to 10% (ten percent) of the agreed consideration for the entire supply, without prejudice to further damages;
- terminate the contract by operation of law pursuant to Art. 1456 of the Italian Civil Code and claim compensation for all damages directly or indirectly caused by delivery of defective, faulty or non-conforming goods.
7.4 From the date of replacement/repair of the products, a new warranty period of a further 12 months shall commence.
7.5 The Supplier warrants that the products are delivered free of liens, pledges or other personal or real security interests, as well as free of retention of title.
7.6 The Supplier indemnifies the Buyer against any and all liability for damages caused to third parties by supplied products found to be defective. In particular, the Supplier declares that it will hold the Buyer harmless from all costs arising from compensation claims or indemnity demands made by third parties in relation to damages arising from use of the product, including the costs of judicial or out-of-court proceedings brought against the Buyer.
7.7 If acceptance testing of the supply is envisaged, it must cover all parts of the supplied product and must be carried out at the delivery location indicated in the Order or in other related documents. Detailed minutes must be drawn up for the test, including all tests performed, and must be signed by the Supplier or its representatives. The Buyer’s personnel signing the test minutes does not constitute any acceptance of the supply with regard to the existence of defects, faults or non-conformities.
7.8 The Supplier warrants that the products and/or services supplied comply with national and international sanctions laws and regulations applicable to third countries concerning (re)export controls.
8. Industrial and Intellectual Property
8.1 The Supplier warrants that the supplied products do not infringe any patent, copyright or other intellectual or industrial property right of third parties and undertakes to hold harmless, indemnify and compensate the Buyer against any claim, demand, damage or cost arising from third-party claims, and warrants that it is entitled to transfer the right of use, incorporation and commercialization, under penalty of compensation for all damages suffered by the Buyer.9. Technical Documentation, Equipment and Molds
9.1 The Supplier must keep with diligent care and confidentiality the drawings, samples and any document and/or material received from the Buyer and return them at the end of the contractual relationship and in any case whenever requested by the Buyer. The Supplier is expressly prohibited from using or reproducing such documents and materials for purposes other than the supply relationship.9.2 The Supplier must keep adequate records of the results of tests, checks and inspections relating both to its own production and to that of any subcontractors, to be produced at the Buyer’s request. The Supplier must retain such records for a period of not less than 3 years.
9.3 In any case, the Supplier must retain all documentation relating to the supply—such as, by way of example, the machine technical file for various analyses—also for a longer period from the moment a dispute arises, whether judicially or out of court, until its conclusion.
9.4 The Supplier must, with the utmost diligence, safeguard molds and equipment owned by the Buyer and located at the Supplier’s premises exclusively for production purposes.
9.5 Ordinary and extraordinary maintenance of the Molds shall remain the responsibility of the Supplier.
9.6 The Supplier must also insure the Molds against theft and fire, at its own care and expense.
9.7 Upon termination of the supply relationship, or in any case upon simple request of the Buyer, the Supplier must return the Molds to the Buyer, complete with all their parts.
9.8 The Supplier shall be required to compensate all direct and indirect damages arising from any damage and/or breakage of the Molds attributable to its fault.
10. Confidentiality, Privacy and Code of Ethics
10.1 All documentation made available by the Buyer to the Supplier for performance of the Order, containing technical and design information, remains the exclusive property of the Buyer, as do all information, data, know-how and technical-operational-commercial materials made available to the Supplier for performance of the supply.The documentation and data provided by the Buyer and/or directly by the end Customer must be considered strictly confidential and may not be disclosed to third parties. The Supplier is prohibited from copying, using or transmitting such information to third parties, except with the Buyer’s express authorization and always for purposes related to the supply. The confidentiality obligation extends to all employees and collaborators of the Supplier.
10.2 Any specifications that the Supplier provides to the Buyer or applies to the goods covered by this supply are created for the Buyer for the purposes of the supply; therefore, the Buyer acquires the exclusive right to use them for a period of 24 months from the order date.
10.3 Pursuant to Regulation (EU) 2016/679, also known as the “GDPR”, the Buyer informs that the Supplier’s data collected during the commercial relationship are processed solely for contractual purposes, as well as to comply with legal obligations and/or requirements of the Privacy Authority. The Supplier’s data are processed manually and/or by automated means, according to principles of lawfulness and fairness and in a manner that protects confidentiality and recognized rights, in compliance with adequate data security and protection measures provided by the Privacy Code and the GDPR. The data will be processed for the above purposes for the entire duration of the contractual relationship and thereafter for the time necessary to fulfill legal and tax obligations, and in any event for no longer than 10 years.
With regard to such data, the Supplier may exercise the rights provided under Art. 15 et seq. of the GDPR.
Movin has adopted an organization and management model meeting the criteria set out in Legislative Decree 231/2001. The Code of Ethics, an integral part of such model, is available at www.movin.it
11. Express Termination Clauses and Force Majeure
11.1 The contract shall be terminated by operation of law at any time upon occurrence of non-compliance by the Supplier with the contractual delivery terms, as better specified in Article 4.6 of these Conditions, or in the event of non-compliance with warranties regarding conformity of the goods, as better specified in Articles 7.2 and 7.8 of these Conditions. In such cases, the Buyer shall send the Supplier notice of termination by registered letter, fax or email, effective immediately.11.2 In the event of force majeure, epidemics and pandemics, wars, fires, labor disputes, riots, governmental measures, business interruptions beyond the Buyer’s control, and other unavoidable events affecting the Buyer or the countries where it has its registered office and facilities, the Buyer’s failure to perform its obligations shall not constitute a contractual breach.
In such cases, the Buyer may accept the goods or withdraw from the contract if such events last for a non-negligible period and its needs are significantly reduced.
12. Governing Law and Jurisdiction
12.1 These Conditions, the Order and the Contract are governed by Italian law, which shall apply for matters not specifically addressed in these Conditions.12.2 Any dispute between the Buyer and the Supplier shall fall under the exclusive jurisdiction of the Court of Pordenone.