ARTICLE 1-OFFER and ACCEPTANCE
1.1. The written acceptance of the order by the supplier or the beginning of the execution of the order by the Supplier shall constitute acceptance by supplier of the order and these general conditions of purchase.
1.2. any amendment of these terms of purchase shall be expressly accepted in writing by the buyer.
ARTICLE 2-OBLIGATIONS and FULFILMENT
2.1. The supplier must execute the order in accordance with these general conditions of purchase. The supplier shall provide to the buyer all information which in turn requires the purchaser in connection with supplies and must also inform the buyer if, at any time, the provider is unable or delayed or becomes aware of any circumstance which may place it in the position of being unable or delayed in the performance of any portion of its supplies.
2.2. the purchaser reserves the right to vary the order at any time. Each such change will be made via a written review of the order, accepted in accordance with the procedure referred to in article 1.
2.3. the supplier may not assign, sell, supply or sub subcontract all or part of the order without the prior written consent of the buyer and without the express written acceptance of the General conditions of Purchase and any other provision contained in the order (whichever is applicable) transferee, purchaser or subcontractor. The acceptance of the assignment by the purchaser and/or the subcontractor does not release the supplier from its responsibilities and obligations under the order.
3.1. supplies must be delivered cleared DDP-Delivered Duty Paid at the address specified in the order. The supplies will be transferred at the time of delivery at the address indicated in the order. Passing of risk concerning Supplies shall pass to buyer upon delivery, under the terms of surrender above.
3.2. delivery shall be deemed to have occurred when the supplier has delivered the goods (in terms of description, quality and quantity) to the address provided in the order. For each delivery made by the supplier, shall be provided in duplicate by the supplier himself a shipping document containing the same information as the invoice, except the price. The order will be considered executed when: (i) all supplies have been delivered and/or provided in accordance with the provisions of the order and have been accepted by the buyer; (ii) all documents established in the order and/or all documents and certificates required for implementation and maintenance of the supplies in accordance with the existing provisions have been received and accepted by the buyer.
3.3. supplies must be delivered on the date indicated in the order. Partial shipments will not be accepted or assets without the prior written consent of buyer.
ARTICLE 4-DELIVERY PROGRAM-DELAY PENALTIES
If the supplier fails to comply with the delivery schedule but the buyer decides not to fix the order, the buyer may ask the supplier, without notice, payment of a penalty in an amount equal to 1% of the order value, excluding taxes, for each day of delay, up to a maximum for each lag hypothesis, equivalent to 10% of the order value. You will have automatic compensation of the value of criminal and any amount still owed by the Purchaser to the vendor, such sums are payable or not at the time when the compensation is realized. It is without prejudice to the right of the purchaser to ask for further damages, even in case of application and payment of the penalty for late delivery.
ARTICLE 5-delivery-DELIVERY discrepancy
5.1. If the supplier delivers only a part of the order or if only part of the delivery is subject to the provisions in the order, the buyer may, at its option, apply the provisions of Article 4 in respect of those parts of the order not delivered or different from the requirements laid out in the order.
5.2. in the event of a partial delivery or dissimilar, this clause shall not affect the right of the buyer: (i) terminate the whole order in accordance with the provisions in article 16; (ii) compensation for any damage, loss, costs or expenses that it has incurred due to the failure of the supplier; and/or (iii) require the application of penalties calculated on the total value of the order, excluding taxes.
ARTICLE 6-OBLIGATIONS of the SUPPLIER PRIOR to SHIPMENT
6.1. The Manufacturer shall give to the purchaser or to persons specified by the buyer free access to their facility or that of its subcontractors/suppliers or any other place where they are made to order-related operations, with the aim to allow you to check the status of the order and its progress.
6.2. Employees or appointed by the Supplier remain under the full responsibility of the Supplier even if, in order to perform the obligations assumed with the order, should work at the purchaser, or any of the purchaser's customer.
7.1. the supplier is responsible for the packaging of Supplies and check that the supplies are assembled, packaged and appropriately protected.
7.2. The supplier shall draw up an inventory for each shipment. The inventory must contain all the details necessary to identify the packages (order details, type and quantity of supplies, carrier name, extreme shipment) as set out in the order.
7.3. in the event that the supplies were damaged during storage, transport, delivery or otherwise prior to their acceptance, the supplier undertakes to obtain and provide, at his own expense and risk, identical replacements for any item damaged or lost, within the time limits laid down in the delivery plan. The buyer, without prejudice to the exercise of rights or remedies provided by law because of such failure, may, at its option, (a) terminate the order without notice or any compensation; (b) reject the supplies; (c) withhold payment in whole or in part.
The prices indicated in the order are fixed and all non revisable, after deduction of discounts, and still include (without exception): taxes and fees, storage, packing, insurance, transport and customs duty paid to the delivery address. The currency of the amounts set out in the order is also the currency of payment. Prices are not subject to any form of review, depending on changes in exchange rates or otherwise.
9.1. the supplier will issue invoices in three copies to be delivered to the buyer at the address indicated in the order.
9.2. invoices must be accompanied by documentation proving the correct execution of the order and must contain:
1) all references, number and date of the order, and its project;
2) a complete description of supplies as well as the number and date of shipment packing list;
3) the price of the supplies, excluding taxes, the amount of VAT, taxes, insurance and customs duty, and the price inclusive of taxes and any applicable discount.
4) the date by which payment must be made in accordance with the following article 10; and, more generally, all the information that must be reported by the invoice in order to comply with applicable law.
9.3. The customer reserves the right not to accept incorrect invoices and/or in substance in the form.
10.1. Unless the order provides otherwise and provided that the forecasts are regularly fulfilled order, invoices in accordance with the provisions referred to in article 9 shall be paid within 90 days from the date of receipt.
10.2. The buyer shall be entitled to offset any bill with any amount that the supplier should the buyer in the order or any other title.
10.3. the payment from the buyer of the price stipulated in the contract for supplies delivered shall not constitute acceptance thereof and will not release the supplier from its responsibilities and obligations.
11.1. the Supplier warrants to the purchaser that (i) supplies are fully consistent with the provisions of the order, specifications, and documentation projects; (ii) conform to best industry practices and standards, as well as applicable law (including any export regulations); (iii) do not have any defect in design, materials, workmanship, construction or installation; and (iv) are new and suitable for the intended use.
11.2. the warranty will have a minimum duration of two years, reckoned from the date on which the supplies are brought into use (article 13).
11.3. The supplier undertakes to replace, at its expense, any defective part of the supplies. Any parts replaced in accordance with the provisions of the warranty or any other warranties provided by law, shall be subject to the same warranty clause referred to in this article 11. The costs of returning defective parts to the supplier will be borne by the supplier. The supplier undertakes to supply spare parts and any other part likely to be required during the entire operation. If the supplier fails to promptly put a remedy any defect or non-conformity, the buyer can directly provide all necessary works, to be carried out at the expense of the supplier. 11.4. The warranty period shall be extended by the duration that the supplies are out of service, starting from the day on which the buyer has requested to take action to remedy the defect or noncompliance until such time as the supplies in question are called into service. If a fundamental part or a main supply item requires repair or replacement during the warranty period, the extension and renewal of the warranty will extend to the entirety of this element.
ARTICLE 12-liability and INSURANCE
12.1. The supplier shall be liable to the buyer or any third party, and shall indemnify and detect the buyer harmless against any loss, damages, costs and expenses of any kind (whether direct, indirect, tangible, intangible, or economic, physical, and whether they are incurred by the buyer, by the supplier or any other third party), resulting from the breach by the supplier of its obligations laid out by the order or by an unlawful act or default. The supplier shall be liable for the consequences of its breach even if attributable to its employees, officers, directors, agents, subcontractors and/or suppliers.