General Purchasing Terms and conditions
These General Purchasing Terms and Conditions govern all current and future sales contracts between Setvis-Fisat srl and its Suppliers, of which they become an integral part. These (General Purchasing Terms and Conditions) are deemed to be accepted in full by the Supplier with the acceptance of the Order, unless any exceptions are notified in writing.
These General Purchasing Terms and Conditions shall be referred to under each Order, without the need for an express reference to them or a specific agreement to that effect at the time of conclusion of each individual contract.
The General Purchasing Terms and Conditions are drawn up in Italian and English; in the event of any doubts as to interpretation, the Italian version shall always prevail.
ARTICLE 1. DEFINITIONS
In interpreting the General Purchasing Terms and Conditions, the following terms shall be construed in the sense set out below:
a) Purchaser: Setvis-Fisat srl
b) Supplier: the seller of the Product
c) Contractors/Parties: the Seller and the Purchaser;
d) Product(s): the goods specified in our Order confirmation;
e) Order(s): the form in which the Purchaser declares to the Seller that it wishes to purchase the Products;
f) General Purchasing Terms and Conditions: these agreements;
g) Site: the website https://setvis.com
ARTICLE 2. FORMATION OF THE CONTRACT
The order, transmitted by the Purchaser to the Supplier by e-mail, according to standard models, contains Order number and date, reference to the Offer, name of the supplier, supply terms (indication of the goods to be purchased, quantity, delivery date), price, transport conditions, invoicing and payment conditions.
The Order shall be accepted by the Supplier within 8 (eight) working days from the date of receipt of the Order, by returning the appropriate copy including any attachments, duly initialed on all the sheets referred to in the Order and signed at the bottom, or by the Supplier’s order confirmation. The Supplier’s acceptance of these General Conditions implies the total renunciation of their own conditions of sale, even if attached to their offer or Order confirmation. By accepting the Order, the Supplier undertakes to carry out the Supply in accordance with what agreed in these General Purchasing Terms and Conditions and/or in the Order.
ARTICLE 3. DELIVERY TERMS
Delivery of the Products shall be made at the plant/place indicated in the Purchaser’s Order, regardless of whether it is the Purchaser’s premises or those of a third party. Delivery at the plant/place agreed upon in the Order shall take place, on weekdays only, during the following time slots: from 08.30 to 12.30 and from 14.00 to 16.00.
The delivery terms indicated in the Order are binding on the Supplier, even if not expressly accepted by the latter.
The date of receipt on the transport document shall be deemed the date of delivery of the Supply. Advance deliveries are excluded, unless authorized in writing by the Purchaser, as well as deliveries and/or partial services not agreed upon. The delivery date indicated on the Order shall be understood to be at the place indicated on the Order.
In the event of non-fulfilment or non-compliance with the delivery dates indicated in the Order:
- In the case of Products delivered and/or received before the agreed deadline, the Purchaser is entitled to return the same, at the Supplier’s expense, or to charge the latter for storage costs and financial charges relating to the period of early delivery.
- In the event of a delay, in the execution of the Supply with respect to the delivery date indicated in the Order, the Supplier shall send the Purchaser timely written notice, specifying the reasons for the delay and indicating the corrective action taken to avoid it or reduce its effects, without prejudice to the Purchaser’s right to 1) accept the supply and its continuation as delivered, applying a penalty, as indicated in Article 4 below without prejudice to any right to compensation for further and more serious damages for failure to comply with the agreed term, or 2) cancel the Order or the unfulfilled part thereof, giving written notice to the Supplier. In this case, the Purchaser will be relieved of its obligations to accept and pay for the goods delivered, without prejudice to its right to take legal action, primarily to claim compensation for damages.
- In the event of delivery of quantities of Products which do not conform to the volumes agreed in the Orders, the Purchaser may, at their discretion, 1) accept the quantities actually delivered and make equal variations in the quantities of any subsequent supplies, or 2) require the Supplier, at their own care and expense, to take back the quantities in excess of those ordered, or 3) require the Supplier to send back immediately the quantities of goods found to be missing, charging to the Supplier the charges and expenses arising from the latter’s failure to do so.
In any event, it may exercise the above-mentioned rights 2 (two) months from the date of delivery of the Goods.
ARTICLE 4. PENALTIES
In the event of failure to comply with the terms established and considered mandatory, for the delivery of the Products, for whatever reason, except in proven cases of force majeure that the Supplier must notify promptly in writing, the Purchaser reserves the right to apply, starting from the eighth day of delay, a penalty equal to 1% (one per cent) of the value of the goods supplied for each day of delay, up to a maximum of 10% (ten per cent), without prejudice to the Purchaser’s right to claim compensation for greater damages. In the event of delays of more than 30 (thirty) days, the Purchaser shall have the right to terminate the Contract in whole or in part, by giving simple written notice, pursuant to Article 1456 of the Italian Civil Code, without prejudice to compensation for all damages suffered. In this case, nothing shall be due to the Supplier, with the exception of payment for the Products accepted and retained or used by the Purchaser.
ARTICLE 5. FORCE MAJEURE
A failure by either party to perform their obligations which is prevented by objective and unforeseeable circumstances, beyond their control shall not constitute a breach of their obligations. By way of example, but not limited to, force majeure shall include wars, fires, accidents, earthquakes, floods, general strikes, lockouts, embargoes and orders from public authorities. If the Supplier is prevented from fulfilling their obligations by a force majeure event, they shall immediately inform the Purchaser thereof and shall take all reasonable measures to overcome such impediment and continue the fulfilment of their contractual obligations. If such an event causes a delay in deliveries of more than 60 days, the Purchaser shall have the right to terminate the Purchase Order at any time by sending a registered letter with return receipt or communication by certified electronic mail (Pec) to the Supplier.
ARTICLE 6. PRICES, INVOICING AND PAYMENT
Unless otherwise expressly stated, all prices stated in the Order are fixed, not subject to any revision, inclusive of standard packaging and all ancillary costs; no additional charge of any kind will be admitted unless agreed in advance in writing with the Purchaser on the relevant Order.
Unless otherwise specifically agreed upon in writing, the Supply shall not entail any extra or additional expenses; therefore, any expenses not duly authorized by the Purchaser shall be automatically deducted from the invoice amount. All invoices shall be sent electronically to the Purchaser at the Pec address: email@example.com.
The Purchaser shall be entitled to set off any sum due, for whatever reason, to the Supplier against any sum due from the Supplier, for whatever reason, to the Purchaser.
Unless otherwise provided for in the Contract or in the specific Order, the payment term is the end of the month. Payment is always subject to the Purchaser checking the relevant invoice, which must be prepared in accordance with the terms of the Order.
ARTICLE 7. ACCEPTANCE OF GOODS
Delivery of the Products ordered does not imply acceptance of the supply. Express or tacit acceptance by the Purchaser shall refer only to Products free of defects and/or imperfections.
In the event of defects and/or differences in the Products with respect to the quality standards, and possibly to the drawings and technical specifications provided by the Purchaser, the Supplier shall promptly intervene, at the Purchaser’s request, to eliminate the defects or bring the Products into conformity with the Purchaser’s technical specifications.
Any discrepancy between the Products and the quality standards indicated in the Order and/or the Supplier’s failure to intervene promptly to eliminate the defects and/or the previously mentioned discrepancies shall constitute a serious breach of contract and therefore cause for termination of the contract and compensation for all damages.
If the Supplier intends to change the technical specifications of the Products, they shall give written notice to the Purchaser, who reserves the right to approve, it being understood that no change in the specifications shall be permitted without the Purchaser’s prior written approval.
Without prejudice to the specific indications contained in the Order, final acceptance of the Goods shall take place within 30 (thirty) days from the date of delivery of the material, provided that the Purchaser has already ascertained the completeness of the documentation relating to processing, inspections, tests or anything else requested in the Order or in the technical appendices.
Delivery of and payment for the Products shall in no case be considered as acceptance of the Products and shall not relieve or diminish the Supplier’s liability and guarantee of quantity, quality and suitability for use, arising from the presence of hidden defects and faults that cannot be detected by normal acceptance procedures.
Acceptance of a delayed delivery of Products shall not and cannot in any way be construed and equated as a waiver by the Purchaser of their claim for damages, and this until such damages have been paid in full and on time to the Purchaser.
Without prejudice to any rights of the Purchaser, including compensation for any further damage and the right to assert and protect their claims in other places and with different means of protection, the Supplier shall promptly replace the non-conforming Products without charging any costs to the Purchaser or refund any sums already paid in relation to the non-conforming Products.
The Supplier shall be liable to the Purchaser for any damage, loss, claim or legal action arising from the supply of Products, including claims by third parties.
The Purchaser shall not be liable for Products sent in error, not indicated in the Order or in any case, not in conformity with the Order, even if delivered to the Purchaser; the Supplier shall therefore be obliged to recover them at their own care and expense, in accordance with the Purchaser’s instructions.
ARTICLE 8. WARRANTY
Unless otherwise provided for in the Orders, the Supplier guarantees the suitability for use of the Product supplied for a minimum period of 12 (twelve) months from the time of delivery.
The Supplier further warrants that their Supply is in conformity with the specifications, designs, drawings and information provided by the Purchaser, (in whatever format); in conformity with the mandatory and/or applicable regulations in the case; in conformity with what is indicated in the Order, including any attachments; suitable for the specific use required; free from apparent and/or hidden defects and faults in design, materials, manufacture and operation. The Supplier is responsible for the supply of all parts necessary for the full use of the Products, even if not expressly mentioned by the Purchaser.
During the warranty period, the Supplier shall promptly and at their own expense replace or repair the Goods or correct all defects or malfunctions reported by the Purchaser.
The Supplier shall provide the Purchaser with a warranty of a further twelve (12) months for any replacement, repair or correction made to the Products during the warranty period, commencing on the day on which such replacement, repair or correction is competed successfully and satisfactorily.
The Supplier shall also be liable for analyses and all additional work, including transport, that becomes necessary as a result of complaints of defects and/or deficiencies received by the Purchaser, the Purchaser’s customers or other third parties, in respect of which they shall reimburse the Purchaser for the costs thereof, without prejudice to any greater damages.
If the Supplier fails to replace or repair the Product, or correct the defect or malfunction in a suitable and satisfactory manner, the Purchaser shall have the right, at their sole option, without prejudice to their right to compensation for damages, to have the replacement, repair or correction carried out by themselves and/or by trusted third parties. Costs shall be borne exclusively by the Supplier, or obtained from the Supplier as full refund of the price or purchase price paid for the defective or malfunctioning Goods and return of the same.
In any event, in respect of any claim by the Purchaser’s customers relating to a Product of the Supplier as a result of non-performance, defect or fault in the Products, the Supplier shall be liable for, indemnify and hold harmless the Purchaser for all costs, expenses, damages and claims of any kind whatsoever arising therefrom.
The Supplier declares and acknowledges that the guarantees agreed, and specified in the General Conditions do not exclude the validity, effectiveness and applicability of any other guarantee provided for by law or expressly provided by the Supplier in addition to those specified herein and any other guarantee, whether express or implied, in any case applicable to the supply of the Products.
The Supplier undertakes to indemnify the Purchaser against any claim for compensation because of the defectiveness, non-conformity or unreliability of its supply, and undertakes to compensate the Purchaser for any direct or indirect damage suffered.
ARTICLE 9. RISKS AND TRANSFER OF OWNERSHIP
The risks of transport and shipment of the Products shall be borne entirely by the Supplier, unless expressly stated otherwise. All risks of deterioration/damage of the Products are transferred to the Purchaser only upon delivery of the Products or upon delivery to the final consignee indicated in the Order.
The Incoterms rules referred to in the Order or the Contract shall apply for ascertaining compliance with the delivery terms and the transfer of risk for total or partial damage or loss of the Product from the Supplier to the Purchaser.
The packaging and transport of the Product shall be carried out with all due care to protect it from damage.
Ownership of the goods shall be transferred to the Purchaser at the time of the transfer of risk as provided for by Incoterms 2020 for the specific agreed delivery method. The Product shall be definitively accepted by the Purchaser only upon the positive outcome of any foreseen testing procedures and upon delivery of all the relevant documentation accompanying the supply.
ARTICLE 10. DOCUMENTATION ACCOMPANYING THE SUPPLY
The Supplier shall provide the Purchaser with the technical documents as required by the nature of the Products or specified in the Contract, which shall be delivered together with the material or in any event, within the time required; if they fail to do so, the Purchaser shall be entitled to suspend payments and reject the supply. If modifications or additions are necessary, the Supplier shall promptly transmit the technical documents, modified in accordance with the Purchaser’s requests.
ARTICLE 11. PACKAGING
The packaging of the Products/Materials shall be fit for purpose, also in relation to the destination and means of transport of the Products.
Unless otherwise provided for in the Order, all costs relating to packaging shall be borne exclusively by the Supplier. Furthermore, the Supplier shall deliver the Products with packaging appropriate to their characteristics, the manner of their transport and storage, to ensure delivery in a state of complete integrity, free of foreign bodies or objects on the surface, and/or inside, even if only potentially harmful to the Purchaser, their employees and agents, as well as to the packaging itself and to the Products.
The packaging shall be labelled and identified accordingly, failing which the Purchaser may reject the delivery.
If the Supplier is required to provide special packaging, they shall comply with all relevant instructions provided by the Purchaser.
The costs of any damage and/or shortages resulting, in the Purchaser’s opinion, from inadequate or insufficient packaging, as well as the costs of replacing lost or damaged packaging, shall be charged to the Supplier, even if the Products are taken over.
The Products and their delivery shall remain at the risk of the Supplier until their acceptance by the Purchaser. The Supplier shall be solely responsible for all damage to the Products or any extra costs due to incorrect or inadequate packaging, numbering or labelling.
ARTICLE 12. WITHDRAWAL
The Purchaser reserves the right to withdraw from the Order at any time, by registered letter with return receipt or by communication by certified electronic mail (PEC), or even by ordinary e-mail with instructions for cancellation of the order, with at least 30 (thirty) calendar days’ notice. In this case, the Purchaser shall pay the Supplier an amount equal to the value of the service rendered, in exchange for the delivery of the Supply, or the part performed up to the date of withdrawal.
ARTICLE 13. EXPRESS TERMINATION
Without prejudice to the foregoing, the Purchaser reserves the right to terminate any Order, pursuant to Article 1456 of the Italian Civil Code, by means of written notice addressed to the Supplier, when the following conditions are met with regard to the latter: – breach of obligations under Articles 3, 4, 5, 6, 7, 8, 9, 10, 11 of these General Conditions. – State of insolvency, liquidation of the Supplier, whether coercive or voluntary, opening of bankruptcy proceedings, without prejudice to the provisions of Article 72 of the Italian Bankruptcy Law.
ARTICLE 14. INTELLECTUAL AND INDUSTRIAL PROPERTY AND CONFIDENTIAL INFORMATION
The drawings, specifications and any technical documents made available by the Purchaser shall remain the exclusive property of the latter and used exclusively for the performance of the Order. The Supplier shall be responsible for their diligent preservation and shall return them in good condition, if delivered in paper form, at the end of the supply. The Supplier guarantees that the Products supplied, their components and accessories, and (where applicable) the works they created for the Purchaser, do not infringe third-party industrial or intellectual property rights, and the Supplier shall be responsible for promptly settling any claims by third parties that claim their industrial or intellectual property rights have been infringed due to the Purchaser’s possession or use of the Products, as the case may be, and shall in any case hold the Purchaser harmless from such claims.
Neither party may, without the prior written consent of the other party, disclose any confidential information for any reason, other than the continuation of the business relationship between Purchaser and Supplier, except as may be required by law or as may be required to be disclosed to public financial, judicial or other appropriate authorities.
ARTICLE 15. PROTECTION OF PERSONAL DATA
The personal data provided by the Supplier, or otherwise acquired as part of the business activities of Setvis-Fisat srl, shall be processed in compliance with EU Regulation no. 679/2016 and Legislative Decree no. 196/2003.
Setvis-Fisat srl declares that the data will be processed solely for carrying out the business relationship and will not be disclosed to third parties. In relation to the data provided, the Supplier may exercise its rights under Article 12 of EU Regulation No. 679/2016.
ARTICLE 16. COMPETENT COURT AND APPLICABLE LAW
For any controversy, the Court of exclusive jurisdiction is that of Vercelli and the law governing the relationships to which SETVIS FISAT srl is a party is the Italian one, except for that expressly provided for in the OOP.