These general conditions govern the purchases by ICS Technologies S.r.l. of goods and/or products and/or services supplied by third parties. Each individual contract and/or supply agreement is governed by these general conditions of purchase, which in the event of any discrepancy shall prevail over the Supplier’s conditions of sale, except for the exceptions expressly indicated in the purchase order coming from ICS Technologies S.r.l. In addition, any supply conditions set forth in the purchase order that differ from these general conditions shall prevail over the latter.
- Goods/Products/Services: means materials, and/or products, and/or services as specified in the purchase order, its parts or attachments.
- Buyer: Indicates ICS Technologies S.r.l.
- Supplier: means any person, firm, or organization selected to supply Buyer with Goods/Products/Services.
- Quotation: means the quotation, including technical attachments or specifications, prepared by the Supplier at the request of the Buyer.
2 SCOPE OF SUPPLY
In addition to the individual goods/products/services realized by order of ICS Technologies S.r.l, will be considered as integral part of the supply:
- The purchase by ICS TECHNOLOGIES SRL of the ownership of all documents and technical drawings made by the Supplier and/or any of its sub-suppliers with reference to the specific project or product indicated in the purchase order, as well as any other document necessary for the assembly, maintenance and use of the goods and/or services supplied or otherwise required as part of the supply;
- The broadest rights of use in favor of ICS Technologies S.r.l., transferable to third parties, of the Supplier’s industrial property rights (trademarks, inventions, designs and models) relating to the goods and/or services produced by the Supplier, including the related production methods and processes.
The Supplier undertakes to adopt, implement, and enforce a defined quality system – considering its specific activities and needs – in accordance with current regulations.
The Supplier will keep an archive of documentation related to both internal and external inspection visits and make it available to ICS Technologies S.r.l. appointees upon request. The Supplier also makes itself available to allow ICS Technologies S.r.l. to carry out at any time accesses, inspections, and inspection visits to the Supplier’s and/or any sub-supplier’s offices and production plants, by ICS Technologies S.r.l. appointees, to verify compliance with the quality system. In any case, regardless of whether or not the Supplier’s quality system has been certified by an authorized certifying body, the Supplier will make use, both in the operational practice of production and in intermediate or final verifications of the goods produced, only of duly calibrated test, measurement and control instruments with valid calibration certified by an authorized body. The relevant certificates with evidence of the expiration date shall be made available upon request of ICS Technologies S.r.l.
3 SHIPMENT TERMS
The delivery dates indicated in the purchase order are to be considered expressed in calendar days, are binding for the Supplier and are to be considered essential for the correct execution of the order.
ICS Technologies S.r.l. also reserves the right not to accept delivery of the goods/products/services in the case of supplies to be delivered in advance of the purchase order’s date and to request delivery in accordance with the terms indicated in the purchase order itself.
In any case, the Supplier shall promptly inform ICS Technologies S.r.l. in writing in the event of the occurrence of execution difficulties, impediments and/or unforeseen events that may cause a delay in the delivery of what has been ordered.
4 GOODS TRANSPORTATION AND RECEIPT
The valid delivery address is the one indicated in the purchase order. The Supplier releases itself from the obligation of delivery by remitting the goods to ICS Technologies S.r.l. at the place indicated in the purchase order. Any additional costs arising from delivery to a place other than the place indicated in the purchase order will still be borne by the Supplier.
The transport document (DDT) accompanying the goods must always include the reference order number, as a necessary and essential condition for the payment of the Supplier’s invoices: without this, the invoices will not be settled. Each transport document must contain a detailed list of the goods, which must be described as indicated in the corresponding order line, with an indication of the relative net weight; in addition, each transport document must refer to a single purchase order. Failing the above, ICS Technologies S.r.l. reserves the right to refuse delivery of the goods, or, at its discretion, to charge the Supplier for the costs incurred in identifying the goods.
Each individual piece or package delivered shall be identified by a label bearing the minimum information necessary for the good to be unequivocally identified and matched with its related order line (normally: order number, product code and serial number, product description).
For each shipment/delivery of goods, directed to ICS TECHNOLOGIES SRL and/or to third parties indicated by the same in the purchase order, the Supplier shall issue the relevant invoice and transmit or otherwise make ICS TECHNOLOGIES SRL have – in case of delivery to third parties – the relevant transport document signed for receipt and indicating date and place of receipt. As a rule, delivery of the goods will be in one lump sum; in case of partial deliveries (if these are accepted by ICS Technologies S.r.l.) each transport document must indicate partial or balance delivery.
Special and/or hazardous materials or products shall be packaged by and under the responsibility of the Supplier in accordance with applicable laws and regulations; packages shall bear the labeling required by international safety standards for the transportation of such products/materials. Any applicable requirements relating to documentation for the safe handling, storage and transportation of the goods, the capacity and type of container to be used as well as the protection to be provided shall be met at the care and expense of the Supplier.
5 ORDER REVOCATION AND WITHDRAWAL BY ICS TECHNOLOGIES SRL
ICS Technologies S.r.l. may at any time revoke the purchase order and/or terminate the supply agreement in the event that the end customer of ICS Technologies S.r.l. revokes the order, or if ICS Technologies S.r.l. deems it appropriate to discontinue the supply in order to take advantage of other opportunities in the market, by giving written notice to the Supplier, at least 10 (ten) calendar days in advance, by email, fax or registered letter; upon receipt of such notice, the Supplier shall immediately suspend all activities related to the purchase order. In any event, ICS Technologies S.r.l. shall pay the Supplier the contractual price of what has already been delivered and/or reimburse, for what has not been delivered, the expenses incurred up to that time by the Supplier, with express waiver by the Supplier to claim from ICS Technologies S.r.l. any compensation and/or indemnity. The reimbursement of such expenses shall take place only upon presentation of documentation (invoices and transportation document) attesting that the said expenses have actually been incurred to honor the relevant purchase order issued by ICS Technologies S.r.l. Reimbursement of such expenses by ICS Technologies S.r.l. shall entitle ICS Technologies S.r.l. to demand delivery of the products/semi-finished products/materials purchased by the Supplier on behalf of ICS Technologies S.r.l.
In the event of Supplier’s non-performance due to recognized force majeure, ICS Technologies S.r.l. shall also have the right to withdraw from the contract if the force majeure events persist for a period of more than 15 (fifteen) calendar days or such other longer period as may be agreed upon between the parties on a case-by-case basis.
6 INVOICING AND PAYMENTS
Payments will be made according to the terms agreed in the purchase order, regardless of any advances in deliveries from the stipulated date.
In the absence of different indications in the purchase order, Supplier’s invoices will be settled at 90 days invoice date end of the month by bank transfer upon completion of the supply, after issuance and transmission by the Supplier of the relevant invoice.
Each invoice must refer to a single order, the number of which must be stated on the invoice: invoices lacking this information and/or incomplete will be rejected.
7 CONTRACTUAL GUARANTEE OF CONFORMITY
The Supplier has the obligation to deliver to ICS Technologies S.r.l. and/or its indicated third party customers, goods/products/services supplied conforming to the requirements set forth in the purchase order and/or supply agreement, free from defects or malfunctions, suitable for normal use and/or the particular use for which they are intended, and manufactured in compliance with applicable laws and regulations.
The contractual warranty provided by the Supplier shall have a total duration of 24 (twenty-four) months, commencing from the completion of the supply or delivery of the goods sold, unless an operational test for verification and acceptance of the goods is provided for in the purchase order and/or supply agreement, in which case the contractual warranty period shall commence from the date of passing such test and acceptance of the supply by ICS Technologies S.r.l. Any eventual approval by ICS Technologies S.r.l. of drawings or documents produced by the Supplier as well as any eventual acceptance of the goods/products/services supplied shall in no way relieve the Supplier of its responsibilities assumed with the acceptance of the purchase order regarding the conformity warranty provided.
Any defects or lack of conformity found by ICS Technologies S.r.l. must be reported in writing to the Supplier within 2 (two) calendar months of their discovery, indicating the precise description of the defect detected. The report is not necessary if the Supplier has acknowledged the existence of the defect or concealed it.
In the event of defects or conformity defects discovered during the validation/acceptance procedure of the goods/products/services provided by the Supplier, ICS Technologies S.r.l. may, at its option, ask the Supplier to repair the goods or replace them, without charge in either case. The Supplier will carry out the requested repairs or replacements in the shortest possible time, no later than 10 (ten) calendar days from the request, bearing all the consequent charges including any ancillary charges (transportation costs, labor, and materials).
In the event of urgency or non-fulfillment/untimeliness on the part of the Supplier in carrying out the repairs or replacements provided for by the warranty, ICS Technologies S.r.l. may to do so on its own initiative by charging the relevant charges to the Supplier, which will be required to reimburse them upon simple request, upon presentation of the relevant supporting documents.
The aforementioned power shall in any case not affect the right of ICS Technologies S.r.l. to request an appropriate price reduction, to revoke the purchase order or to terminate the supply agreement where one of the following situations occurs:
- Repair and replacement is impossible;
- The Supplier has failed to repair or replace the good within the period provided for in this Article.
Parts replaced under warranty by the Supplier shall enjoy an equal warranty period, commencing from the date of replacement.
8 SUPPLIER DEFAULT TO SUPPLY DUE TO FORCE MAJEURE
Shall not be considered as force majeure, justifying the seller’s non-performance, delays including but not limited to:
- Delays by the Supplier in the procurement of materials and/or services
- Delays in deliveries by the Supplier’s subcontractors.
- Strikes limited to Supplier’s facilities and employees, including micro-conflict, states of unrest, as well as participation by Supplier’s employees in strikes of any nature other than national or industry strikes.
The occurrence of force majeure events shall be promptly reported in writing by the Supplier, within 24 hours (twenty-four hours) of the occurrence of the event.
Sufficient explanation of the cause of force majeure and its foreseeable duration shall be provided in the notice by the Supplier seeking to justify non-performance due to force majeure. ICS Technologies S.r.l. reserves the right to request from the Supplier, in addition to the aforementioned written statement, a certification from the Chamber of Commerce of the place where the Supplier conducts its business, or other authority recognized by ICS Technologies S.r.l., attesting to the truthfulness of the facts stated in the aforementioned statement.
9 CONFIDENTIALITY OBLIGATION
Any reference to the purchase order or the relationship between ICS Technologies S.r.l. and Supplier in the advertising material produced by Supplier or in communications to third parties by Supplier must be approved in advance in writing by Buyer.
Supplier undertakes, for itself and its agents and subcontractors, under penalty of damages suffered by ICS Technologies S.r.l, not to disclose news information, data, documents relating to the products, plans, activities, production methods and processes, organization, business and contractual relations of ICS Technologies S.r.l. with third parties (hereinafter, Confidential Information), of which it has become aware in the course of supplies commissioned to it, regardless of whether or not the Confidential Information has been made available by ICS Technologies S.r.l.
Confidential Information includes all acts and activities performed by the Supplier to carry out the supplies commissioned by ICS Technologies S.r.l.
The Supplier undertakes, also with reference to its Distributors and/or Subcontractors:
- To consider Confidential Information as strictly confidential and to take all necessary measures not to prejudice the confidentiality of such information.
- To not use the Confidential Information in any way that could harm ICS Technologies S.r.l.
- To not disclose the Confidential Information, except in cases where the disclosure responds to a legal necessity or to fulfill directives of a Supervisory Authority, or to Distributors, Subcontractors, agents, professionals and agents to whom the knowledge of such information is strictly necessary for the purposes of the execution of the supplies, without prejudice to the Supplier’s commitment to inform such parties about the obligation of confidentiality and the limits of use of the Confidential Information.
Confidentiality obligations shall in any case remain in force for 10 (ten) years after the completion of the supply. All documentation made available to Supplier for the fulfillment of the order shall remain the property of ICS Technologies S.r.l. and shall be returned upon simple request by ICS Technologies S.r.l.
10 CONTRACT TERMINATION
ICS Technologies S.r.l. may terminate the supply agreement pursuant to Article 1456 of the Civil Code, in the following cases:
- Non-compliance and/or violation of the technical specifications provided by ICS Technologies S.r.l. and indicated in the purchase order.
- If the Supplier fails to repair and replace the goods within the period provided for in Article 7;
- Insolvency of the Supplier, its subjection to voluntary liquidation, out-of-court settlement, bankruptcy or other insolvency proceedings provided for by R.D. 16 March 1942 n.267, or in the presence of unequivocal indications such as to presume that the Supplier is about to be subjected to such proceedings.
11 PURCHASE ORDER MODIFICATION
Any purchase order changes will be valid only if agreed and proven in writing, under penalty of nullity ex Art.1352 civil code, and will not affect in any case the validity of the remaining conditions not subject to change.
12 EXCLUSION OF RETENTION RIGHT
The supplier who has in its possession goods of ICS Technologies S.r.l. may not, under any circumstances, exercise the right of retention even if provided for by law, to be understood herein waived.
13 EXCLUSIVE PLACE OF JURISDICTION
Notwithstanding the rules of the Code of Civil Procedure that establish the competent court, in the event of a dispute on any grounds concerning the validity of the contract, its interpretation, and the performance of the obligations arising from it, the parties recognize as the exclusive place of jurisdiction that of Fermo (AP).