General purchasing conditions

Orders and transactions with suppliers are subject exclusively to the purchasing conditions set out below. Different sales conditions by the supplier may be considered accepted only if confirmed in writing by the Buyer (Ceam Cavi Speciali) as an integration of its purchase conditions. In the absence of the aforementioned acceptance, such different conditions will not be binding for the Buyer, even in the absence of his express refusal of the same. The same must be considered valid even if the Buyer accepts the ordered goods or makes the payment, either in full or in part. After the first delivery made according to these purchase conditions, the supplier recognizes them as exclusively and legally binding for all subsequent supply relationships.

1. Conclusion and modification of the contract

1.1 Orders or any changes thereto are valid only if sent or confirmed in writing and signed by two authorized representatives of the Buyer, unless the order is transmitted through the Buyer’s electronic ordering system. They become binding if not rejected by the recipient within two working days since the receipt. Verbal agreements are valid only if confirmed in writing.
1.2 The supplier is required to promptly confirm the order or order modification in writing. In the event of failure to receive proper confirmation within five working days – calculated from the date on which the order or modification of the order was/was received – the Buyer will be authorized to cancel the order without this authorizing the supplier to any claim against him.
1.3 For any order yet not completed, the Buyer request changes at any time in relation to the design, delivery and leadtime.
1.4 The supplier may appoint subcontractors only with the consent of the Buyer.
1.5 If the supplier becomes insolvent, initiates an attempt to reach an out-of-court settlement with creditors, or if bankruptcy proceedings are initiated against him, the Buyer will be authorized to withdraw from the contract without prejudice to his further rights. In the case of a settlement agreement, such withdrawal will take place after an adequate period of time agreed to allow the execution of the contract.

2. Delivery and acceptance

2.1 Deliveries must correspond to the Buyer’s orders and delivery schedules in terms of execution,
quantity and subdivision and must be carried out on time.
2.2 The agreed delivery dates are binding. If the delivery dates are not respected for reasons attributable to the supplier, the Buyer may assert his rights in relation to this delay. Furthermore, the supplier is obliged to deliver to the Buyer, upon the latter’s request, the materials and production equipment specifically required for the ongoing delivery and, if such materials and equipment are not the property of the Buyer, to transfer them to the same against the payment of their current value. Regarding other matters, the legal provisions apply.
2.3 The supplier must pay due attention to the instructions of the carrier, courier or freight forwarder. The supplier will be held responsible for any damage due to inadequate packaging. Packaging, transportation and storage costs and all unexpected shipping costs are the responsibility of the supplier. The above also applies in case of additional costs for express shipments necessary due to circumstances for which the supplier is responsible.
2.4 Empty containers and packaging materials will be returned freight collect at the supplier’s expense, unless they are disposable materials. With regards to packaging, the specifications established by the Buyer apply.
2.5 In case of delivery with postage paid to the Buyer’s factories, the risk will be transferred to the latter after the delivery has been correctly carried out and accepted at the place of delivery.
2.6 The number of pieces, measurements, weights and quality characteristics determined at the time of incoming inspection at the Buyer’s premises will be considered definitive. Any statistical methods of verification and related results covering the entire delivery will also be considered final. The Buyer is not obliged to check the quality of the incoming goods. Failure to check does not exclude or reduce the supplier’s liability for defects and/or non-compliance. The exception of unreserved acceptance is excluded. The Buyer is not obliged to accept partial or additional deliveries not agreed upon. He is authorized to return to the supplier, at the latter’s expense and risk, deliveries made before the established delivery date, or to charge the storage costs.
2.7 In the event of natural disasters, riots, official measures, interruption of transport services, industrial disputes and other interruptions of operations involving the activity of the Buyer or its suppliers and which cause a suspension or limitation of the Buyer’s production or prevent the latter from transporting the ordered goods, the Buyer himself will be exempted from the obligation of acceptance for the duration and within the scope of the impact of such events, to the extent that avoiding such interruption is not possible for the Buyer or is not reasonably possible.

3. Quality

3.1 The supplier guarantees that the ordered goods meet all legal requirements and agreed conditions. The supplier also guarantees that the goods ordered are free from defects in design, materials or workmanship.
3.2 The supplier must carry out a quality control that is adequate in itself and for its scope of application and that is in line with the most recent technical and technological developments.
3.3 Should the Buyer request an initial or reference sample, the supplier may begin mass production only after receiving express written approval from the Buyer.
3.4 The supplier is required to ensure that the products supplied are always flawless and cutting-edge from a quality point of view and to inform us of any improvements or technical modifications. However, any modification to the product supplied may only be carried out with the prior written consent of the Buyer.

4. Prices, payment and property transfer

4.1 The prices specified in the order always include delivery with postage paid to the Buyer’s factories. If, exceptionally, the prices are not agreed in advance, the contract will only become effective after the binding prices, to be quoted in the order confirmation, have been accepted in writing by the Buyer.
4.2 Payment will be made after receipt of the goods in accordance with the contract, together with the corresponding accompanying documents, and a correct and verifiable invoice. Unless otherwise agreed, invoices will be paid 30 days from the invoice date at the end of the month with a 3% discount or 60 days without a discount. This period of time will start from the day of receipt of the invoice and delivery. Deliveries made and accepted before the agreed delivery date will only be deemed to have been received on the agreed delivery date.
4.3 Payment will be made with a payment method chosen by the Buyer.
4.4 The supplier cannot assign the credits owed to the Buyer, nor have them collected by third parties.
4.5 In the presence of defects in the goods supplied or legal defects, the Buyer will be authorized to delay payment until such defects have been eliminated.
In case of payment of an advance or supply of materials for processing by the Buyer, ownership of the ordered goods will be transferred to the Buyer at the time of the start of production. It is agreed that the supplier will remain in possession of the goods for processing until the agreed delivery date and the goods will be held on behalf of the Buyer.

5. Guarantee and responsibility

5.1 In case of defective delivery, the legal provisions will apply, unless otherwise specified below. Rather than a refund or price reduction – to which the Buyer reserves the right to resort – the Buyer will have the right to request that the supplier eliminates the defects free of charge within a reasonable period of time (rectification). Should such a situation arise in cases of urgency and the supplier is not able to complete this rectification within the mandatory deadline that the Purchaser has been forced to set, the latter will have the right, after consultation with the supplier and to costs of the same, or to arrange for the rectification directly or to have it carried out by third parties or to arrange for a replacement by other means. The same applies if the supplier is in default of its warranty obligations. If the statistical verification method determines that the maximum permissible defect percentage has been exceeded, the Buyer will be entitled to request compensation for the entire delivery or, upon notification, to test the entire delivery at the expense of the supplier.
5.2 The supplier will be held responsible for replacements and rectification work exactly as if it were the original product delivered; for replaced goods, the warranty period will begin to run again with the same duration.
5.3 The supplier will bear the costs and risks of returning the rejected goods, regardless of where the defective item is located.
5.4 In the event of repeated defective deliveries, after the relevant warnings to comply, the Buyer will be authorized to withdraw from the supply contract for the part still pending and, for subsequent supply contracts, to terminate them with immediate effect. Any unamortized tool costs incurred by the Buyer must be reimbursed.

6. Ban on the use of substances

The supplied products must be compliant to the following guidelines and to the following
requirements, in particular:
6.1 RoHS 2002/95/EC and 2011/65/EU Directives
Regardless of the scope of application of the RoHS Directive, none of the homogeneous materials of the products may contain any of the substances listed in Annex II of the European Directive 2011/65/EU (RoHS) above the maximum concentration values specified therein. Exceptions are permitted if the materials fall within the applications listed in Annexes III and IV (RoHS).
6.2 REACH (EC) n. 1907/2006 regulation
No product may contain in concentrations greater than 0.1% (w/w) the substances specified in the current Candidate List based on Art. 59 (1,10) of the European Directive 1907/2006/EC (REACH). Furthermore, none of the homogeneous materials contained in the products can contain in concentrations higher than 0.1% (w/w) the substances specified in the current Candidate List based on Art. 59 (1,10) of the European Directive 1907/2006/EC (REACH).

7. Third party marks

7.1 The supplier is required to ensure that the use of the products supplied by it – to the extent that these are designed by the supplier – does not directly or indirectly infringe national or foreign patents and registered trademarks or other rights which do not have special protection, and to hold the Buyer and its clients harmless from any resulting request. Furthermore, the supplier is responsible for any other direct or indirect loss or damage suffered by the Buyer due to the violation of these rights by him.
7.2 If during production the supplier determines that such production could take place in violation of patents, patent applications and registered trademarks, he is required to promptly inform the Buyer.

8. Production materials and supplied parts

8.1 Production material, such as drawings, models, samples, tools, gauges and similar, supplied by Buyer to Supplier or produced by Supplier to Buyer’s specifications, may not be sold, pledged or otherwise transferred to third parties, nor used for third parties in any way without the prior written consent of the Buyer.
8.2 If the Buyer pays the supplier completely or almost completely for the material or production tools, the supplier will transfer ownership to the Buyer. The transfer is replaced by a loan agreement, under which the supplier will be authorized to remain in possession of the production tools or materials until such authorization is revoked. The processing of materials and the assembly of parts will be carried out on behalf of the Buyer. It is understood that the Buyer is joint owner of the products manufactured using its materials and parts, to the extent of the value of the manufacturing materials supplied in proportion to the value of the product as a whole, and that the supplier holds such products in custody for the account of the Buyer. The supplier has no right of retention over any such production materials owned by the Buyer.
8.3 In principle, the costs incurred for the storage, maintenance and refurbishment of production materials supplied by the Buyer, made according to its specifications or paid for entirely or almost entirely by it will be borne by the supplier. These production materials/tools may only be modified with the prior written consent of Buyer. They must be returned to the Buyer upon request, at the risk and expense of the supplier.
8.4 The supplier is required to insure the production tools/materials against fire, floods and damage at his own expense on behalf of the Purchaser.
8.5 The parts supplied which are the property of the Buyer must be promptly returned to the Buyer upon request. No right of retention is recognized unless the claim underlying such right of retention remains uncontested by the Buyer or has become final.
8.6 The supplier is required to promptly verify that the parts supplied are free of defects. If a part supplied by the Buyer is damaged or destroyed negligently while in the custody of the supplier, the latter’s liability will also extend to the repair or replacement of the part supplied.

9. Confidentiality and publicity

9.1 The supplier is required to treat the order and all technical and commercial information associated with it as trade secrets and to consider them strictly confidential. This obligation must also be extended to any subcontractors.
9.2 The supplier may refer to its business relationship with the Buyer in its advertising materials only with the prior written consent of the Buyer.

10. Obligations, origin, control of exportations and supply chain safety

The supplier guarantees compliance with these delivery conditions within the supply chain. The supplier undertakes to provide, upon request, appropriate documentation to support the above, for example through certificates or declarations (for example, security declarations for AEOs (Authorised Economic Operators) and certifications of membership of the C-program TPAT or similar programs), in order to ensure the Buyer the necessary support in the event of investigations or checks by the authorities.

11. Compliance

The supplier ensures that it will comply with applicable minimum wage laws and that it will require any subcontractors to do the same. Upon request, the supplier will be required to prove that its behavior complies with the above. In case of violation of this obligation, the supplier will indemnify the Buyer from any third party claims and will have to reimburse him for any sanction that may be imposed in this regard. The supplier is required to comply with the relevant legal provisions regarding employee treatment, environmental protection, health and safety, and to undertake to reduce the adverse effects of its activity on people and the environment. To this end, the supplier will implement and develop, to the best of its ability, a management system in accordance with ISO 14001. The supplier will also comply with the principles of the United Nations Global Compact Initiative, which essentially concern the international protection of rights human rights, the abolition of forced labor and child labor, the elimination of employment discrimination and environmental responsibility.

12. General dispositions

12.1 Ordering and delivery procedures are subject exclusively to the laws of the country in which the customer is based. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12.2 The competent court is that of the place where the registered office of the Buyer is located. The Buyer reserves the right to bring legal proceedings in any other court of admissible jurisdiction.

13. Ban on re-export to Russian Federation

13.1 The [importer/buyer] shall not sell, export or re-export, directly or indirectly, into the Russian Federation or for use in the Russian Federation any goods supplied in accordance with or in connection with this Agreement which fall within the scope of Article 12 -octies (or 12.g) of Regulation (EU) no. 833/2014 of the Council.
13.2 The [importer/buyer] will use its best efforts to ensure that the purpose of paragraph (1) is not infringed by third parties further down the trade chain, including possible resellers.
13.3 The [importer/buyer] will set up and maintain an appropriate monitoring mechanism to detect conduct of third parties further down the trade chain, including possible resellers, that breaches the purpose of paragraph (1).
13.4 Any culpable breach of paragraphs (1), (2) or (3) shall constitute a material breach of a material provision of this Agreement and the [exporter/seller] shall be entitled to appropriate remedies including but not limited to exhaustive:
i. the immediate termination of this Agreement for just cause pursuant to and for the purposes of art. 1456 c.c., e
ii. a penalty of 20% of the total value of the net value of the corresponding order (without prejudice in any case to further damage) considering that the [importer/buyer] is expressly authorized to demonstrate that no damage has occurred or that the latter is substantially lower than the fixed penalty.
13.5 The [importer/buyer] will immediately inform the [exporter/seller] of any problem resulting from the application of paragraphs (1), (2) or (3), including any relevant activity by third parties that may infringe the purpose of paragraph (1). The [importer/buyer] will make available to the [exporter/seller] any information relating to compliance with the obligations set out in paragraphs (1), (2) and (3) within two weeks after the request for such information.