General conditions of purchase Raccorderie Metalliche - extra UE countries

General conditions of purchase Raccorderie Metalliche - extra UE countries - 2024

1 General principles
1.1 The following general terms and conditions of purchase (GTCP) are the only ones governing the orders issued or the purchase contracts concluded by Raccorderie Metalliche S.p.A. (hereinafter RM). Any modification and addition, as well as any condition of sale of the supplier (hereinafter the Supplier) different in whole or in part from these GTCP, will be valid only in case of specific written acceptance by RM. With the acceptance of RM's purchase orders, pursuant to the following article 2, these GTCP, which will regulate the relevant purchase contract, are also deemed to have been fully accepted by the Supplier.

1.2 The validity of any verbal agreements, including amendments and additions to these GTCP, is subject to mandatory written confirmation by RM.

2 Purchase orders (Orders), their modifications - conclusion of the contract - RM's right of withdrawal
2.1 Orders as well as modifications or additions to them must be formulated in writing by RM.

2.2 The Supplier undertakes to communicate its acceptance of each Order by sending RM a copy duly signed for acceptance or, alternatively, by sending RM its order confirmation. Any different communication from the Supplier, not compliant with the Order, will be considered as a counter-proposal, the acceptance of which is at the full discretion of RM. The Order is in any case considered accepted by the Supplier, and the relevant contract concluded, if the Supplier does not express its refusal of the Order in writing to RM no later than 3 (three) working days from receipt of the Order.

2.3 If the Order refers to standard Products of the Supplier, RM will have the right to withdraw, in whole or in part, from the contract concluded on the basis of this Order, by giving written notice to the Supplier within 10 (ten) working days following the delivery of the Products themselves by the Supplier. In this case, RM will return the relevant Products no later than 10 (ten) working days following RM's notice of withdrawal, it being understood that, in this case, unless otherwise agreed, RM must return the relevant Products to the Supplier with transport charges and expenses at its own expense to the Supplier's warehouses. It is expressly excluded any obligation of RM to compensate or indemnify the Supplier.

3 Terms of delivery of goods / services – penalties for delay
3.1 Deliveries or supplies that differ from the specifications indicated in RM's Orders are permissible only with the prior written consent of RM.

3.2 The dates and terms indicated in the Order are binding for the Supplier. Punctual fulfillment of delivery periods and dates is determined by the date of receipt of the goods by RM.

3.3 If the Supplier is responsible for the installation or commissioning and unless otherwise agreed, the Supplier will be responsible for all related indirect costs, such as travel and transport costs, the supply of tools and reimbursements expenses.

3.4 In the event the Supplier makes the delivery late with respect to the agreed terms and also in the event the Supplier delivers the Products to places and subjects other than those indicated by RM, the latter may refuse to accept the supply and may request full compensation from damage.

3.5 In case of failure to comply with the aforementioned deadlines, not justified by force majeure, a penalty equal to 2% of the total amount provided for in the Order may be applied for every 10 (ten) working days of delay up to a maximum of 10 %, unless otherwise agreed upon in the Order. In the event that the delay continues beyond 20 (twenty) working days with respect to the date set for delivery or other contractual obligations, RM has the right to terminate the contract pursuant to the following art. 9, with the right to the acquisition of penalties already accrued and compensation for any further damage suffered.

3.6 The Supplier must immediately notify RM's purchasing department if he foresees difficulties that may hinder his ability to deliver or supply the Products promptly and with the required quality. However, this will not exempt him from the relative responsibilities resulting from the delay in the performance of the delivery.

3.7 The unconditional acceptance of a late delivery of the Products or services will not and cannot in any way be understood as a waiver by RM to the above mentioned penalties and to act for damages.

3.8 In case the Order provides for some deliveries, it is understood that the fulfillment derives in any case from the complete execution of the Order itself. Usually, partial deliveries are not permitted unless RM has expressly agreed in writing.

3.9 For the purposes of any complaints, the quantities, weights and dimensions detected by RM during the acceptance of the Products will be considered.

3.10 In any case, the Supplier, at the same time as making the supply, must deliver to RM all the documentation necessary and suitable for its regular use (for example the instruction and operation manuals, the installation and assembly manuals and the warranty certificates).

3.11 The Order will be considered not correctly executed even if the goods are delivered without the required documentation and certifications.

3.12 The Supplier must provide the services through his company. The Supplier may subcontract the provision of services to third parties strictly only with RM's prior written consent and in any case, in this latter case, you will be personally liable to RM for all the subcontractor's activities as if they had been carried out by the
same Supplier. In the event that it requests services from third parties, the Supplier undertakes pursuant to and for the purposes of art. 1381 of the Italian civil code to have the terms and conditions set out in this document incorporated into the relevant underlying contracts.

3.13 RM must be informed immediately if industrial or intellectual property rights of third parties are necessary for the execution of the Order, even if only if there is a risk.

3.14 The services must be performed in accordance with the object of the contract and the purpose of the provision; the above also applies to specification documentation. The Supplier must comply with the general state of science and art, applicable regulatory legislation, consumer association directives, safety practices and related measures, including RM safety standards.

4 Force majeure
4.1 In any case of force majeure that the parties are unable to foresee using ordinary diligence, they will be entitled to request the suspension and resumption of the execution of the contract within a period to be set by mutual agreement.

4.2 Cases of force majeure include wars, revolutions, sabotage, epidemics, explosions, fires, natural disasters, restrictions on the use of energy, embargoes, national strikes called by the trade union categories to which the parties belong, trade union disputes, provisions of civil and military authorities. and any other fact that cannot be foreseen with the use of ordinary diligence.

4.3 In the cases referred to in the previous paragraph, the delivery terms will be extended for a period corresponding to the working days lost in relation to the occurrence of the aforementioned causes of force majeure.

4.4 The party who finds himself unable to perform his own services or to receive the services of the other party due to a cause of force majeure undertakes to immediately communicate in writing to the other party, and in any case within 3(three) days from the occurrence of said cause, the date on which it occurred and the
date on which it is foreseeable to cease to have effect.

4.5 If the occurrence of causes of force majeure were to delay the progress of other works already scheduled in close connection with the delivery of the goods for which the cause of force majeure occurred, the Supplier must undertake to undertake all actions and to make all remedies in order to reduce the delay as much as possible. In the event of negligent omissions by the Supplier, any additional costs incurred for this purpose by RM will be borne exclusively by the Supplier itself, without prejudice in any case to the right to compensation for any damage suffered by RM.

4.6 In the event that causes force majeure continue for more than 30 (thirty) days, each Party will have the right to legally terminate the Order by giving written notice to the other Party.

5 Price and passing of risk
5.1 Unless otherwise agreed in writing, prices are intended as "delivered to the place of destination" (DAP Incoterms 2020) at the place indicated in the Order and include packaging. Value added tax (VAT) is excluded. The Supplier assumes all risk of loss or damage to the goods until they are received by RM, or its representative, at the agreed delivery location in accordance with the contract.

5.2 The amount of compensation for the goods and/or services supplied will be agreed separately in each Order. The agreed prices cannot be modified, unless otherwise agreed in writing, expressed on a case-by-case basis. They are inclusive of shipping, transport and packaging costs and any other charges, costs or expenses.

5.3 Where in an Order the compensation has not been foreseen at a pre-established price, but according to the expenses incurred and proven, the Supplier guarantees to keep its request within the scope of the offer or the total approved estimate. Additional costs will therefore be recognized by RM only if previously approved and proven in writing.

6 Payment Terms
6.1 The payment terms present in the Purchase Order apply.

7 Contractual guarantee - Acceptance of goods/services - Complaints for defects
7.1 The Supplier guarantees to RM that the products / services are (i) compliant with the purchase contract finalized on the basis of these GTPC (and in particular with the Order and any agreed drawings and technical specifications), (ii) compliant with the technical standards applicable to the products / services as well as to all environmental and health regulations and other regulations in force in Italy and (iii) free from any defects, including defects in manufacturing, design and materials. Where the Products are capable of functioning, the Supplier also guarantees the proper functioning of the Products.

7.2 Acceptance of the Products is subject and subordinate to inspection and/or control by RM in order to verify the absence of flaws and defects, the completeness and regularity of the supply. RM will promptly notify any defect from the moment of its discovery.

7.3 The Products and services provided by the Supplier and/or third parties are guaranteed against faults and operational defects and are therefore assisted by the guarantee against defects. In this regard, the Parties acknowledge that the deadline for RM to report defects to the Supplier is 45 (forty-five) working days from
their discovery.

7.4 In the event that the products/services do not conform to the agreed upon or are affected by defects, RM has the right, at its sole discretion, to reject the delivery, request collection, repair or, where not possible, replacement of the Products, at the costs and expenses of the Supplier, within 5 (five) working days of the relevant RM request. If the repair or replacement of non-compliant or defective Products is not possible or does not take place within the aforementioned 5 (five) working days, the Supplier will be required to reimburse RM, no later than 30 (thirty) days from the complaint, the price paid by RM for the non-conforming or defective Products, increased by the charges and expenses borne by RM. Furthermore, in cases of urgency and in particular to avoid imminent risks or prevent greater damage, RM is authorized to carry out directly or have carried out, through third parties, any appropriate correction of the defect at the expense of the Supplier. In any case, the Supplier must identify the cause(s) of the defect and take the relevant corrective actions in order to eliminate such cause(s) no later than 5 (five) working days following the date on which RM has notified the Supplier of the existence of the reported non-conformities and defects.

7.5 If the Supplier supplies Products or services of which it does not have full ownership, the Supplier will give RM full indemnity against third party claims, as well as full guarantee for eviction and claims.

7.6 The Parties agree that the limitation period for claims for compensation for defects is 3 (three) years, except in cases of fraudulent misdeclaration. The case in which the product is used in a building construction in compliance with usual uses and laws and causes or has caused defects therein is excluded. The limitation period runs from delivery of the product (passing of risk).

7.7 If the Supplier supplies a replacement product, the terms of forfeiture and limitation of the goods delivered in replacement will be calculated starting from the delivery.

7.8 In the event that RM incurs expenses due to the defective delivery of the Product, in particular transport, shipping, processing, labour, assembly and disassembly costs, materials or costs for inspections and checks, the aforementioned expenses will be borne by the Supplier.

7.9 The Parties agree that, if RM contests the supply for any cause and reason, it may suspend the related payment until its regularity and the validity of the disputes have been judicially ascertained with a final judgment, which is why the Supplier does not will be able to act for the recovery of the related credit and no interest of any kind will accrue on the sums not paid by RM, not even the legal interest or the default interest.

7.10 RM may offset the sums requested from the Supplier by way of compensation for damages with those due to the Supplier for the supplies and this applies also in case RM's credit is not certain, liquid and payable.

7.11 Any payment for the supply will not affect in any way RM's right to dispute it and to repeat the payment as well as claiming compensation from the Supplier for all damages suffered, none excluded.

8 Product liability and recall procedure
8.1 In the event that an action for product liability is brought against RM, the Supplier is obliged to indemnify and hold RM harmless from such claims if and to the extent that the damage is due to a defect in the supplied Product. In the case of liability arising from non-compliance, it - however - will only apply if the Supplier is in default. If the cause of the damage falls within the scope of the Supplier's responsibilities, the Supplier will bear the burden of proof to that extent.

8.2 In the cases referred to in paragraph 8.1 above, the Supplier is required to bear all costs and expenses, including the costs of any legal action.

8.3 In all other cases, the provisions of the law shall apply.

8.4 Before any product recall action due in whole or in part to a defect in the supplied Product, RM will notify the Supplier, offering this latter the opportunity to collaborate and will discuss with the Supplier the methods of conducting the more efficient withdrawal action, unless the occurrence of particular urgencies does not allow any communication or collaboration. The costs of the recall action shall be borne by the Supplier, when it is attributable to a defect in the product supplied by the Supplier itself.

9 Termination clause
9.1 The Parties agree that the Order and the purchase contract will be terminated with immediate effect in the event of non-compliance or violation by the Supplier of the provisions specified below, without prejudice to RM's right to request compensation for all connected and consequent damages:
- art. 3.5 (Delay in delivery of goods exceeding 20 workdays);
- art. 11 (Prohibition of transfer);
- art. 14 (Failure to comply with the provisions relating to Italian Legislative Decree no. 231/2001);
- if the Supplier files a petition for bankruptcy, or other insolvency procedure involving the Supplier's assets, has become insolvent or is in a situation of excessive debt, or interrupts its payments.

9.2 In order to declare the Order and the purchase contract terminated, RM must communicate to the supplier, by registered letter with acknowledgment of receipt or certified email, its intention to declare terminated the Order/purchase contract. The termination of the Order / purchase contract will take effect from the date of receipt of the communication.

10 Supply of materials
10.1 Materials, components, containers and special packaging supplied by RM will remain its property. They may only be used in accordance with their intended purpose.

11 Transfer of the Order
11.1. The Supplier is prohibited from assigning or transferring the Order or the purchase contract.

12 Assignment of credits and factoring.
12.1 The Supplier is prohibited from assigning, even in the context of a factoring contract, the credits accrued or that may accrue, as a result of the Order, towards RM. Any exceptions to this prohibition must be agreed from time to time and approved in writing by RM.

13 Confidentiality and privacy
13.1 The Supplier will keep confidential, with respect to third parties, all commercial and technical information made available by RM (including data that can be learned from objects, documents, or software and any other information or experience), as well as the results of the work achieved in based on the Order/purchase contract, except for what is already public knowledge. The information will be made available only at the Supplier's headquarters to those people who need it for the purposes of supplies to be made to RM. These people must undertake to maintain confidentiality. The information is the exclusive property of RM and may not be duplicated or used commercially – except for deliveries intended for RM – without RM's prior written authorization. At RM's request, all information communicated by RM (including copies or recordings, if any), as well as goods and tools given for use by RM to the Supplier must be immediately returned or demonstrably destroyed. All rights in such information are reserved by RM (including industrial and intellectual property rights). This reservation will also apply to information provided by third parties.

13.2 Goods made on the basis of documentation such as drawings, models and the like, prepared by RM or based on confidential information from RM, as well as goods made with RM tools or with tools modeled on them, may never be used by the Supplier outside of the supply contract with RM, nor offered or transferred to third parties. The above also applies to RM orders.

13.3 With regard to the technical and commercial information received by RM for the execution of the Order, the confidentiality commitment will continue even after the execution and conclusion of the contract until and to the extent that such information becomes public knowledge for reasons not attributable to the Supplier, or in the event that RM renounces the confidentiality commitment in writing.

14 Compliance – Organizational Model pursuant to Italian Legislative Decree no. 231/2001
14.1 The Supplier acknowledges that RM, in conducting business and managing inherent relationships, adopted an Organizational Model pursuant to Italian Legislative Decree no. 231/2001 and a Code of Ethics, which is an integral part of the Organizational Model, both published and available on the RM website www.racmet.com.

14.2 The Supplier, also in the name and on behalf of his employees/collaborators, ensures that the performance of the obligations carried out pursuant the contracts signed between RM and the Supplier will take place in the respect of ethical principles and operational rules indicated in the Model and in the Code of Ethics of
RM.

14.3 The Supplier is aware that breaches of obligations under the above points will determine the right of RM to immediately terminate the contract, without prejudice to claim for damages.

15 Place of performance
15.1 The place of performance is the place where the Products shall be delivered according to the Order/purchase contract, or the service shall be performed according to the Order/purchase contract.

16 Applicable law and jurisdiction
16.1 The GCTP hereunder, the orders and all contracts between RM and the Supplier are governed solely by the United Nations Convention on Contracts for the International Sale of Goods of 1980.

16.2 All disputes arising out of or in connection with the GCTP hereunder, the Orders and all contracts between RM and the Supplier shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
The place of the arbitration shall be Milan (Italy).
The language of the arbitration shall be English language.

17 Miscellanea
17.1 The possible ineffectiveness of a clause of these GCTP or of subsequent supplementary agreements will not lead to the invalidity of the other conditions. The Parties will agree on a replacement clause that reflects their economic intent as much as possible.

17.2 The Parties mutually acknowledge that every single provision of these GCTP has been widely discussed, agreed and specifically approved by both Parties in their capacity as professional operators, as well as every single paragraph and article.