Purchase Conditions
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1. General Terms and Conditions
These general supply terms and conditions (hereinafter referred to as “General Conditions”) are an integral part of any sale contract between Gread Elettronica Srl, with registered office in Rovereto, Viale Caproni 13 (hereinafter referred to as the “Purchaser”) and the Supplier of its products (hereinafter referred to as the “Supplier”), and shall prevail over any other Supplier’s agreements, unless specifically and expressly agreed to in writing by the Purchaser.
2. Orders
Only orders placed by the Purchaser in writing on a special form indicating the order reference shall be binding.
The Purchaser will send the orders on the special form by email, from the Purchasing Department to the e-mail address provided by the Supplier.
Only orders in writing will be accepted. After a reasonable time has elapsed, the order shall be deemed accepted by the Supplier even if no written acceptance has been forwarded. “Reasonable time” means a long enough period for the Supplier to read the Purchaser’s General Terms and Conditions.
If an item-specific pn (part number) is specified on the order, the Supplier must adhere to this pn.
The Purchaser reserves the right to change the General Terms and Conditions at any time, by giving written notice to the Supplier.
3. Prices
The price indicated in the order is binding. Prices are before VAT, unless otherwise agreed, and inclusive of packaging and transport to the place of fulfilment.
The Supplier undertakes not to change or withdraw the prices agreed, at any time. Any changes to the price shall be agreed with the Purchaser at least 30 days in advance, and the Supplier undertakes to find a solution that satisfies the Purchaser. If the Purchaser becomes aware that raw material costs have fallen significantly, the Supplier shall be obliged to reduce its selling price accordingly.
4. Delivery
The delivery terms are those indicated in the order. If the Supplier cannot meet the requested deadlines, it shall notify the Purchaser promptly in writing, within 10 working days after placing the order.
The Purchaser reserves the right to reduce or cancel the order, if confirmed deliveries are not suitable, without this entailing any additional obligation for the Purchaser.
If the Supplier fails to deliver the goods within the confirmed time, the Purchaser shall be entitled to cancel the delivery, and also to compensate for the increased costs it will incur to procure the goods elsewhere.
Each supply must be documented by issuing a delivery note, with one copy of it travelling with the supply and the other clearly stating a description of the supply and Gread’s full references.
5. Payment Terms
Payment terms are strictly binding. Payments must be made on the date indicated in the invoice or other accounting document of the Supplier. All this is subject to the delivery of the products and their acceptance by the Purchaser.
The Supplier shall not, for any reason whatsoever, take action or counter-claims against the Purchaser or raise defences for any default by the Purchaser in delaying the aforementioned payments, if the products are not compliant.
All payments will be made by bank transfers or bank transfer.
6. Transport
The risk of loss and damage during transport shall be borne by the Supplier, until products are delivered to the Purchaser. The Supplier therefore undertakes to take out an appropriate insurance policy for the goods transported.
The Supplier undertakes to adequately pack the components in such a way that the courier cannot shirk its responsibility for inadequate packaging.
In any case of loss and/or damage whose risk is borne by the Supplier, the Supplier’s liability shall not be limited to repairing or replacing the product, it shall also reimburse any costs incurred by the Purchaser both for any downtime and for the procurement of replacement goods in a timely manner.
7. Warranty and liability
The Supplier guarantees the products sold both for the quality of the materials and their workmanship, and for their compliance with the technical specifications, including hidden defects, for a period of 24 months from the date of delivery. In the event of product defects, the Supplier undertakes to replace and sort the stock already delivered to the Purchaser, in a time frame that does not cause further production problems. The Supplier shall be responsible for any damage caused by production losses. In this situation, the Purchaser shall be entitled to deduct such sums for damages directly from the payments to be made by the Purchaser for outstanding or already made deliveries.
Should the Supplier be required to carry out warranty interventions outside its premises, all labour and travel costs shall be borne exclusively by the Supplier.
8. Invoicing
The invoice must contain a description of the goods supplied, and references to the delivery note and order.
In the event of a defective delivery, the Purchaser has the right to suspend payment of the relevant invoice until all facts are clarified.
9. Reservation of property
The transfer of ownership becomes effective upon delivery. Any retention of title clauses of the Supplier are only accepted in specific cases and with the express written consent of the purchaser.
The Supplier undertakes not to disclose any information disclosed during the course of the supply that may jeopardise the Purchaser’s confidentiality concerning its technologies, materials, diagrams, technical solutions and the names of the Purchaser’s customers. Excluded from this clause is any information already in the public domain and derived from commercial material and/or official documents of the Purchaser. The Supplier undertakes to demand the same level of confidentiality from its staff, suppliers and anyone related to it.
In the event that a breach of this confidentiality is detected and proven, the Purchaser reserves the right to suspend any and all deliveries and deduct a sum to claim damages from any payments it still owes, and also reserves the right to take legal action.
10. Liability and Insurance
The Supplier shall be liable to the Purchaser and third parties for pecuniary damage, to persons or property, caused by its conduct. In this respect, the Supplier shall take out an adequate third party liability insurance policy covering all obligations towards third parties, including those towards the purchaser.
If the Supplier fails to take out such insurance, this shall constitute a valid reason to defer payment of the invoices or to cancel the order, without however releasing the supplier from all legal consequences.
11. Privacy Notice
Pursuant to Legislative Decree 196/2003 (“Privacy Code”), and any amendments thereto, the Purchaser is the Data Controller of the Supplier’s personal data, the provision of which is mandatory.
12. Force majeure
Any (total or partial) non-performance by the Supplier will only be justified in cases of force majeure. The following causes are not included: total or partial interruption and/or suspension of work caused by any labour unrest or strike, including company strikes, plant breakdowns and/or stoppages, delays due to suppliers, difficulties in procuring materials, transport disruptions.
13. Applicable law and jurisdiction
The place of fulfilment is the head office of Gread Elettronica Srl in Rovereto.
The General Terms and Conditions, and all orders and deliveries related thereto, shall be governed by Italian law. For any disputes that may arise between the Supplier and the Purchaser in relation to the General Terms and Conditions, as well as any orders and supplies connected thereto, the competent court shall be Trento.
Rovereto,(date) _______________________________
THE SUPPLIER / THE PURCHASER
_________________________________________ _________________________________________
After careful consideration, the Supplier declares, pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, to have carefully read and specifically approved in writing the following clauses:
2) Orders 4) Delivery 5) Payment Terms 7) Warranty and Liability 8) Invoicing 10) Liability – Insurance 13) Applicable Law and Jurisdiction
THE SUPPLIER
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