General buying terms

1) The purchase order is issued on the basis of the General Terms as given herein and the Special Terms as specified in the order, which are an integrative and substantive part of the order in question. In the case of conflict between the terms, the Special Terms will prevail over the General Terms. The terms as given herein will prevail over any terms defined or adopted by the Supplier who, by accepting the purchase order expressly waives all right to apply its own company terms. The purchase order is considered accepted at the time the Supplier sends the order confirmation to IVG, or evades the order. Any amendments to the order by the Supplier, even if expressly given in the order confirmation, will only be considered valid if they are expressly accepted in writing by an authorised representative of IVG. Likewise, no terms will be recognised given in any offers, invoices, letter, faxes, email, etc. by the Supplier if they are not expressly accepted in writing by IVG.

2) The amount due refers to the supply covered by the order, according to the terms, methods, timeline and specifications defined in the order in question. The supply given in the order will be made with express waiver by the Suppler to any price reviews, no matter what changes there are in costs of any extent, as all these are the full contingency of the Supplier. Consequently, the Supplier hereby expressly waivers the right to resolve the order due to excessive liabilities that occur pursuant to article 1467 of the Italian Civil Code. The costs for shipment, transport, packaging, customs, insurance and all other duties and taxes for any nature to private or public entities, are included in the agreed Price, barring any other specific dispositions in the Special Terms.

3) The invoice shall give details of the order or orders and related transport documents. All other accompanying documents related to the supply must be provided (certificates of origin, quality certificates, justifications, conformity certificates, instruction and storage manuals, handling and shipping instructions, all prepared in both Italian and English, etc.) which are necessary to enable IVG to control and accept the invoice.

4) Unless the order specifies any special packaging, the Supplier will consign the goods in suitable packaging adapted to the nature of the goods in question, and adopting suitable safety measures to protect the goods from the weather, loading incidents, transport and storage conditions. The packaging must comply with regulations in force in Italy.

5) The delivery date given in the order is binding. The Supplier must immediately inform us in writing if, for any reason whatsoever, they are unable to respect the delivery term. If there are delays in delivery after a written reminder has been sent, the Supplier will be charged a penalty of 0.5% for each day’s delay, with a maximum of 5% of the total order value, without prejudice to the right of IVG to claim further damage in compliance with the last section of the first paragraph of art. 1382 of the Italian Civil Code. The Supplier may provide partial or advance deliveries only further to our prior written consent.

6) By accepting the order, the Supplier undertakes personally and for all its assistants (all those who work with the Supplier in performing the various activities) to release IVG, its directors, employees and/or delegates, from any damage caused to people or property, both of IVG and third parties, due to performing the activities detailed in the order, and is therefore personally responsible for all liabilities, costs and charges. Should IVG be obliged to begin a recall campaign from third parties due to defects, faults or non-conformities in the products consigned by the Supplier, the latter will sustain all the liabilities, costs and charges for the recall campaign, with no prejudice to the right of IVG to claim any further damage.

7) The Supplier is obliged to stipulate a Product Civil Liability Insurance with a leading insurance company, of proven reliability and credit-worthiness, at its own expense and which is valid for the entire validity period of the obligations derived from or in relation to these General Terms. Further to request from IVG, the Supplier will provide a copy of the current valid insurance certificate. Failure to consign the certificate when it is requested, or terminating the insurance cover, will give IVG the legitimate right to resolve all relations with the Supplier.

8) IVG shall not be liable towards third parties for any undertakings and/or rights they accept with the Supplier in relation to evading the order activities.

9) By accepting the order, the Supplier a) guarantees that, in performing the order activities, no legal dispositions or applicable regulations or third party rights will be violated, including for example but not limited to: industrial and/or intellectual property rights; b) declares and guarantees the full ownership of the goods and any licences provided as part of the order, and declares and guarantees that the supplied goods are free from all restrictions, real guarantees and third party rights; c) guarantees that the goods and/or services covered by the order conform to those defined in the order itself; guarantees that the goods covered by the order comply with the qualities defined therein and they have the essential qualities for their destined use, and are free from all evident and concealed faults and defects due to incorrect design, production, conservation or the materials and methods used, known or knowable to the Supplier, which decrease their value or make them even just partly unsuitable for their destined use, or which could have a negative effect on the duration of their use or functions as defined in the technical standards and requirements relative to the specific goods sector. In relation to this, a term is established for claiming faults and defects from the day they are discovered, as defined in current applicable Italian legislation; d) guarantees that the goods covered by the order comply with the applicable European Union standards. The Supplier undertakes to release IVG from any loss, cost, damage or expense of any nature they may suffer further to the violation, lack of correspondence to the truth or inaccuracy of any of the declarations and guarantees given in this article. Furthermore, as a consequence of the violation, lack of correspondence to the truth or inaccuracy of any of the declarations and guarantees given in this article, IVG will have the right to cancel the order as per article 1456 of the Italian Civil Code, without prejudice to their right to claim any further damage.

10) The Supplier guarantees that the supplied goods conform to the defined technical specifications and are suitable for their destined use, and undertakes to repair and/or replace any faulty supplies or faulty or defected parts with other original, new spare parts and components, all at the Supplier’s expense and responsibility. The transport costs involved with the replacement and/or repair of the faulty supply are the Supplier’s responsibility. Should it be impossible to replace the faulty parts, the order is considered as cancelled and the Supplier will be subject to refunding the consequential damage.

11) The controls to the quality, quantity, inspection and effective receipt of the goods will be conducted in our warehouses, barring any other provisions given in the Special Buying Terms. Any faulty or non-conforming goods to the agreed conditions, including excess materials delivered with respect to the order, will be refused and placed available for the Supplier or returned to the Supplier at the latter’s expense. Any discrepancies that are found will be notified in writing to the Supplier within 8 days from the receipt of the goods or discovery of the discrepancy.

12) All the materials made available by IVG for performing the Order activities must be returned to the same once the order has been completed, barring any other agreements defined between the Parties. The Supplier shall not transfer to third parties, alter or use said materials made available by IVG for any other purpose, and shall be responsible for their safekeeping, conservation and correct use. The Supplier hereby releases IVG from all liability for damage to people and property that may be caused by the incorrect use of the materials made available by IVG, having controlled them beforehand and having found them safe and suitable for their destined use.

13) The Supplier undertakes to respect and have respected by its employees and other colleagues, the confidentiality clause regarding the information, data, documentation and news regarding the order, and all those it may come across or acquire while performing the related activities.

14) Neither party shall be held responsible for the failure to fulfil the obligations due to reasons of force majeure (for example, but not limited to, situations created by the threat or break out of a war, government provisions, flood, fire, lightening, explosions, accidents, uprisings, epidemics or relative health restrictions), as long as the other Party is promptly notified of this fact. Should a cause of force majeure delay the performance of the activities, the foreseen conclusion date will be extended for the period agreed between the Parties, considering the urgency of the supply.

15) The Supplier is expressly forbidden from transferring the obligations and/or rights derived from the order, totally or partially to third parties, without prior written consent from IVG otherwise the transfer will be unenforceable. Failure to comply with this disposition will give IVG the right to cancel the order pursuant to article 1456 of the Italian Civil Code, without prejudice to the right of IVG to claim any further damage.

16) Apart from the express provisions in the single articles in the General Terms and any Special Terms, IVG may also exercise the right to resolution pursuant to article 1456 of the Italian Civil Code, without prejudice to the right to claim all and any further damage, in the event the Supplier: a) supplies goods and/or services that do not comply with the order, and any personal use or equipment that do not comply with the agreed requisites; b) alters or changes the goods and/or services without prior written approval from IVG or further to the Suppliers unilateral initiative; c) does not respect the current regulations regarding insurance, salaries and social security contributions for its employees, does not respect the health and safety regulations, violates the anti-mafia law, if applicable, violates the laws and regulations governing the subject matter of the supply or service; d) fails to stipulate the bank guarantees/surety as defined in the Special Terms, or does not renew them on time; e) has exhibited or produced certificates for the purpose of evading the order, which are untrue or incorrect at any time; f) if there is a significant failure in the supply that the Supplier does not resolve within the term defined by IVG; g) is subjected to bankruptcy, composition with creditors, enforced administrative liquidation, receivership or any other insolvency or enforcement procedure, without prejudice to the imperative regulations defined by law.

17) The personal data provided by the Supplier will be processed on hard copies and digital formats for the purposes of the contract and law, and for the efficient management of the business relations, with specific reference to statistics, marketing, quality control and assignment reasons. For the above purposes, the data may be processed by the following categories of employees and/or managers: Commercial, Administration, Procurement, Logistics, Product, Quality, Research & Development, Switchboard employees; marketing firms; our trusted consultants; IT consultancy firms, etc. The parties the data belongs to may exercise all the rights as defined in art. 7 of Legislative Decree no. 196/2003 (access, amendment, update, opposing the processing and cancellation). The data processing manager is IVG, with head office in Cervarese S. Croce (PD) Via Fossona 132, (Tax Code and VAT00957910284).

18) Anything that is not expressly given herein is subject to Italian law. Any disputes that may arise between the Parties in relation to the interpretation, enforcement and cancellation of the order and the General Buying Terms will be submitted exclusively to the Court of Padua.