Conditions d'achat

General Conditions WP 025 - Rev. D
Issue date/rev. 28/06/2023

1. GENERAL INFORMATIONS
   1. Any contractual supply relationship stipulated between CISAPLAT and its Suppliers refers to a specific purchase order which contains the references and information necessary for the realization of the supply, recalls these general supply conditions or any other particular supply conditions agreed with the Supplier.
      
   2. Any exceptions or additional conditions to what is indicated and reported in the purchase order will be valid only if agreed in writing. Any clause placed by the Supplier on the supply documentation considered to be in conflict with what is indicated or referred to in the purchase order is therefore considered invalid, unless these clauses are formally signed and approved by CISAPLAST, in derogation of the purchase orders themselves.
   3. All purchase orders are deemed accepted by the Supplier 48 hours after the date of their receipt, unless a different written response is received from the Supplier. These general conditions, as they are referred to on the purchase order, are also considered accepted upon acceptance of the order.
2. CONFIDENTIALITY OF INFORMATION AND INTELLECTUAL PROPERTY
   1. The technical information made available to the Supplier remains the exclusive property of CISAPLAST and can be used by the Supplier exclusively for the purpose of executing CISAPLAST purchase orders.
      
   2. Regarding the information made available by CISAPLAST, the Supplier, even after the termination of the supply relationship, is required to:
      1. keep them with the utmost care and return them to CISAPLAST when requested;
      2. mark them as CISAPLAST property, do not reproduce them or transmit them to third parties except within the limits expressly authorized by CISAPLAST and do not require respect these patents which in any case must be assigned to CISAPLAST;
      3. impose the same obligations on any third parties or subcontractors involved in the execution of the orde.
3. MANAGEMENT OF MATERIALS AND EQUIPMENT PROPERTY OF THE CUSTOMER
   1. All materials and equipment sent on contract or left on loan to the supplier for the execution of the order are to be considered the property of CISAPLAST.
   2. The Supplier is held responsible for their loss, destruction or damage. For these materials and equipment the Supplier is required to:
      1. identify them, store them and use them with the utmost care, possibly referring to the instructions provided by CISAPLAST and in any case avoiding their improper use;
      2. provide adequate insurance coverage against fire, theft, vandalism and natural events which could entail the risk of damage, loss or unusability (as indicated in the following point 8.3);
      3. report to CISAPLAST any type of incident that occurs in this sense;
      4. send to CISAPLAST at the end of the year an inventory of all equipment fully owned or co-owned by CISAPLAST;
      5. not transfer them to third parties unless previously authorized by CISAPLAST, in this case transferring the same obligations indicated above to the sub-supplier;
      6. Cisaplast reserves the right to charge any inventory differences at the end of the year.
4. MANAGEMENT OF ORDER CHANGES
   1. CISAPLAST reserves the right to modify orders already issued, with particular reference to the technical characteristics of the product, the times and methods of execution and delivery of the order.
   2. Any possible order modification and related variations on prices and supply conditions must be confirmed in writing through an order variation document referring to the initial purchase order and subject to the same methods of acceptance between the parties.
   3. In defining the economic changes resulting from the order modification, CISAPLAST will take into due account the order execution activities already actually carried out by the Supplier up to the moment of the modification request.
5. QUALITY OF SUPPLIES
   1. The products must comply with all the technical specifications indicated in the order or reported in technical documents to which the order refers (drawings, specifications, technical specifications/standards, etc.). In the event that the products supplied are subject to specific mandatory regulations (national or community) with particular reference to aspects relating to safety, the Supplier is required to fully comply with these regulations (extending this obligation also to subcontractors possibly involved in the supplies) and to provide CISAPLAST, if requested, with adequate documentation in this regard.
   2. The Supplier is not authorized to modify the technical characteristics of the products supplied without having informed and obtained written approval from CISAPLAST. The Supplier is also required to promptly inform CISAPLAST in the event of changes occurring in the production process that could influence the quality and reliability of the products supplied.
   3. The Supplier undertakes to keep and provide upon CISAPLAST's request the documentation certifying the results of the quality controls carried out during the production process, with explicit reference to the material supplied to CISAPLAST.
   4. CISAPLAST reserves the right to request the Supplier to provide documentation on the quality control plan implemented for supplies and, if necessary, to proceed with its approval and verification of execution on site.
   5. The Supplier is required to immediately notify CISAPLAST of any defects found or potentially found in the materials supplied; similarly CISAPLAST is required to promptly report defects found on the material supplied.
   6. CISAPLAST has the right to carry out checks on the purchased material upon acceptance or during the subsequent phases of the production process; the receipt and possible payment of the goods cannot under any circumstances be considered as acceptance of the supply.
   7. The approval of the products by CISAPLAST will not affect the Supplier's responsibility to guarantee the quality and conformity of its supplies with respect to the use and intended use of the product supplied.
6. MANAGEMENT OF NON-COMPLIANT SUPPLIES
   1. In the event of a defect being reported by CISAPLAST, the Supplier is required to replace or repair the defective product free of charge within 5 working days or, where requested by CISAPLAST, to reimburse the costs incurred for any internal selection/repair.
   2. CISAPLAST, in the event that the Supplier does not respect the established return/repair times for the defective goods indicated in point 6.1., may proceed to totally or partially cancel the order and may request from the Supplier compensation for documented economic damages resulting from the delay delivery (as provided for in point 9.11 below).
   3. The return of the defective product will take place by CISAPLAST with transport costs borne by the Supplier and through the issuing of a return note with a request for a credit note, which the Supplier must promptly issue; any internal selection/repair of the defective goods will instead result in the issuing, upon communication, of a repair invoice by CISAPLAST according to the economic conditions agreed in reference to the CISAPLAST hourly costs.
   4. CISAPLAST, at its sole discretion, reserves the right to charge the supplier a fixed amount of €100 for each non-conformity found to partially cover internal management costs. In any case, the Supplier undertakes to reimburse CISAPLAST, for each non-compliant supply, a fixed amount of 100 euros to partially cover the internal costs incurred for the management of the non-compliance itself.
   5. The Supplier will also be held liable for costs directly incurred by CISAPLAST following defects found in the materials supplied, also following complaints reported by CISAPLAST's end customers. CISAPLAST will be responsible for documenting, through the traceability system implemented, the attribution to the Supplier of the reported non-conformity and the relative extent of the economic damage.
7. WARRANTY PERIOD AND AVAILABILITY OF SPARE PARTS
   1. Unless otherwise agreed on the purchase documents, the Supplier must guarantee a guarantee on the products supplied for no less than 12 months from the date of delivery of the goods.
   2. The Supplier, where applicable, must also guarantee the availability of the products supplied and its components as spare parts for at least 10 years.
8. INSURANCE COVERAGE
   1. In relation to its "product liability", the Supplier must take out suitable insurance to cover any damage to third parties potentially attributable to its product in relation to the use for which it is intended. The Supplier will in any case be called upon to directly contribute to covering any economic damage caused to third parties, to the extent that responsibility for the damage can be attributed to defects in its products supplied to CISAPLAST.
   2. The Supplier, within the limits of liability established contractually regarding the transport of its goods, must directly or request its subcontractors to take out suitable insurance to cover any damage caused during transport of its products, including those resulting from packaging defects or deficiencies.
   3. If the Supplier receives material and/or equipment on contract or loan for use for the execution of purchase orders, it must also take out adequate insurance coverage to cover against fire, theft and vandalism. and natural events which could entail the risk of damage, loss or unusability of the materials and equipment received from CISAPLAST.
   4. The Supplier undertakes to show CISAPLAST, where requested, the documentation certifying the insurance coverage described above.
9. DELIVERIES
   1. The Supplier undertakes to make deliveries in compliance with the times, quantities and delivery methods indicated on the purchase orders. The delivery of the goods, for the purposes of ascertaining the delivery terms and the related transfer of risk from the Supplier to CISAPLAST, takes place after receipt of the goods at the delivery location indicated on the CISAPLAST order.
      The opening hours of the CISAPLAST goods receiving warehouse are established from 8.00 to 11.30 and from 14.00 to 17.30 every day from Monday to Friday, excluding public holidays.
   2. The packaging and product handling units must comply with what is stated in the order and supply specifications; in the absence of specifications provided by CISAPLAST, the Supplier must in any case adopt packaging systems and handling units such as to guarantee adequate protection and conservation of the material contained; Suitable labels must always be shown on the outside of the packages containing the information required by CISAPLAST for adequate identification of the supply.
   3. The Supplier must always report the CISAPLAST purchase order references on the delivery documents.
   4. The Supplier is required to immediately notify CISAPLAST of any problems or potential risks detected that could prevent the timely delivery of the quantities of products indicated in the order, immediately indicating any delays that may be necessary for the delivery dates.
   5. Deliveries made late with respect to the date indicated on the purchase order or made in the last 5 working days of the month and not expressly requested in writing by CISAPLAST, will automatically result in a postponement of payment of the relevant invoice by one month compared to the agreed date.
   6. Deliveries made in advance in the previous month, without any written authorization from CISAPLAST, will not be accepted and therefore returned to the Supplier at his expense.
   7. CISAPLAST will refuse supplies in quantities greater than those ordered; any return of excess quantities will be carried out by charging the costs to the Supplier, who will also assume the related risks.
   8. If quantities lower than those declared on the delivery documents are found, CISAPLAST reserves the right to charge the Supplier the amount relating to the missing products, increased by a fixed amount equal to 100 euros to partially cover the management costs incurred for the non-conformity. Furthermore, in the event that the quantity actually delivered is less than what is tolerated by the supply specifications, the Supplier undertakes to promptly deliver the missing product quantity or to also pay the damages resulting from failed or delayed delivery.
   9. The Supplier is required to choose the most suitable means to guarantee the timely delivery of the delayed goods, bearing any extra costs.
   10. CISAPLAST, in the event that the Supplier delivers the goods with a delay compared to the agreed dates and in the absence of external causes of force majeure that could justify the greater delay, reserves the right to totally or partially cancel the order;
   11. In case of delay with respect to the agreed and/or confirmed delivery times for each order, CISAPLAST, without prejudice to the provisions of paragraph 9.10, will charge the supplier, as a penalty, 5% of the value of the order per day of delay, made without prejudice to any request for compensation for any major damage suffered (e.g. line stoppage - transport booking - customer charges etc.).
   12. Delayed deliveries due to force majeure, such as strikes, third-party lockouts, riots, insurrections, fires, floods or other unforeseeable disasters, will justify the delay in delivery by the Supplier for the time in which the event occurred. prolonged and made it impossible to execute the order.
       It will be the Supplier's responsibility to notify the start and duration of the events that led to the delayed delivery due to force majeure and to agree the new delivery dates with CISAPLAST again.
   13. In the extreme case in which, due to force majeure, a delivery delay of more than 30 days in total accumulates, CISAPLAST reserves the right to totally or partially cancel the order.
10. REVIEW OF PRICES AND PAYMENTS
    1. The prices indicated on the order are fixed. Any price increases due to particular increases in the cost of materials in the period of execution of the order must be requested and justified in writing by the Supplier and, if accepted by CISAPLAST, must be formalized through the issuance by CISAPLAST of a modification of 'order.
    2. CISAPLAST undertakes to pay suppliers in compliance with the conditions established in the order, except for payment delays made necessary due to non-compliance by the Supplier.
    3. Any delays in invoicing and payment may be agreed with the Supplier in the event of particular administrative needs.
11. REVIEW OF PRICES AND PAYMENTS
    1. CISAPLAST reserves the right to cancel purchase orders already issued, without incurring penalties or other liabilities, in the following situations:
       1. delivery delays exceeding those defined in the previous points 9.10. and 9.13.;
       2. delays in the return/repair of products following previous non-compliant supplies, as established in point 6.2.;
       3. general failures by the Supplier with respect to the obligations undertaken with the signing of these general purchase conditions.
    2. CISAPLAST will communicate to the Supplier the cancellation of orders already issued by sending a specific document explicitly referring to the order to be cancelled.
12. DISPUTES AND ARBITRATION
    1. These general purchase conditions refer exclusively to the laws and regulations in force in the Italian state. For any dispute or controversy that may arise between the parties in reference to the obligations deriving from the clauses and conditions of supply indicated above, the Court of Mantua will be competent.