GENERAL TERMS AND CONDITIONS OF PURCHASE

These general conditions govern the purchase by ICS Technologies S.r.l. of goods and/or products and/or services provided by third parties. Each individual supply contract and/or agreement is regulated by these general conditions of purchase, which, in case of discrepancies, will prevail over the Supplier’s sales conditions, except for exceptions expressly indicated in the purchase order from ICS Technologies S.r.l. Furthermore, any supply conditions provided in the purchase order differing from these general conditions will prevail over the latter.

1. Goods/Products/Services: refer materials, and/or products, and/or services as specified in the purchase order, including its parts or attachments.
2. Buyer: denotes ICS Technologies S.r.l.
3. Supplier: describes any person, company, or organization selected to supply the Buyer with Goods/Products/Services.
4. Offer: refers to the quotation, including technical attachments or specifications, prepared by the Supplier at the request of the Buyer.

The supply will include, in addition to the individual goods/products/services made to order for ICS Technologies S.r.l.:

1. The purchase by ICS TECHNOLOGIES SRL of the ownership of all documents and technical papers prepared by the Supplier and/or any of its subcontractors in relation 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 provided or otherwise requested as part of the supply;
2. 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 made by the Supplier, including the related methods and production processes.

The Supplier undertakes to adopt, implement, and carry out a quality system defined – taking into account its own activities and specific needs – in accordance with current regulations. The Supplier will keep an archive of the documentation relating to both internal and external inspection visits and will make it available to ICS Technologies S.r.l. representatives upon request. The Supplier also makes itself available to allow ICS Technologies S.r.l. to conduct visits, inspections, and inspections at the Supplier’s offices and production plants and/or any subcontractors, by ICS Technologies S.r.l. representatives, to verify compliance with the quality system. In any case, regardless of whether the  Supplier’s quality system has been certified by an authorized certification body, the Supplier will use, both in production operations and in intermediate or final checks of the products produced, only testing, measuring, and control instruments duly calibrated with valid calibration certified by an authorized body. The relevant certificates showing the expiration date must be made available upon request by ICS Technologies S.r.l

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 the delivery of goods/products/services in the case of supplies made in advance of the established date and to request delivery in accordance with the terms indicated in the order. The Supplier must promptly inform ICS Technologies S.r.l. in writing in the event of difficulties in execution, impediments, and/or unforeseen circumstances that may cause a delay in the delivery of the ordered items.

The valid delivery address is the one indicated in the purchase order. The Supplier is released from the obligation to deliver by handing over the goods to ICS Technologies S.r.l. at the place indicated in the purchase order. Any additional costs arising from delivery made to a place other than that indicated in the purchase order will be borne by the Supplier. The delivery note (DDT) accompanying the goods must always indicate the reference order number, which is a necessary and essential condition for the payment of the Supplier’s invoices: without this, the invoices will not be paid. Each DDT must contain a detailed list of the goods, which must be described as indicated in the corresponding order line, with the indication of the related net weight; moreover, each DDT must refer to a single purchase order. Failure to do so, ICS Technologies S.r.l. reserves the right to refuse the delivery of the goods or, at its discretion, to charge the Supplier for the costs incurred for the identification of the goods themselves. Each individual piece or package delivered must be identified by a label containing the minimum necessary indications so that the good can be unequivocally identified and matched with its corresponding order line (usually: order number, product code and serial number, product description). For each shipment/delivery of goods, directed to ICS TECHNOLOGIES SRL and/or third parties indicated by the same in the purchase order, the Supplier must issue the relevant invoice and transmit or otherwise send to ICS TECHNOLOGIES SRL – in case of delivery to third parties – the relevant DDTs signed for receipt and indicating the date and place of receipt. As a rule, the delivery of goods will take place in a single solution; in the case of partial deliveries (if these are accepted by ICS Technologies S.r.l.), each DDT must indicate partial or final delivery. Special and/or hazardous materials or products must be packed under the Supplier’s care and responsibility in accordance with applicable laws and regulations; the packaging must bear the labeling required by international safety standards for the transport of such products/materials. All applicable requirements relating to documentation for the safe handling, storage and transport of the goods, the capacity and type of container to be used, and the protection to be provided must be met at the Supplier’s expense.

The Supplier must send to ICS TECHNOLOGIES SRL within a maximum of 10 days from receipt of the order, the Order Confirmation, as full acceptance of the Purchase Order issued by ICS TECHNOLOGIES SRL to the Supplier. In case of non-confirmation within the above term, ICS TECHNOLOGIES SRL reserves the right to revoke the order.
ICS Technologies S.r.l. may also revoke the purchase order and/or withdraw from the supply agreement at any time in case of revocation of the order by the final customer of ICS Technologies S.r.l., or if ICS Technologies S.r.l. deems it appropriate to interrupt the supply to seize other market opportunities, giving written notice to the Supplier, with a notice period of at least 10 (ten) calendar days, by PEC or registered letter; upon receipt of such notice, the Supplier must immediately suspend all activities related to the purchase order. In any case, ICS Technologies S.r.l. must pay the Supplier the contractual price for what has already been delivered and/or reimburse, for what has not been delivered, the expenses incurred up to that moment by the Supplier, with the Supplier expressly waiving any claim for compensation and/or indemnity against ICS Technologies S.r.l. The reimbursement of such expenses will take place exclusively upon presentation of documentation (invoices and DDT) proving that the aforementioned expenses were actually incurred to honor the related purchase order issued by ICS Technologies S.r.l. The reimbursement of such expenses by ICS Technologies S.r.l. will entitle the latter to demand the delivery of the products/semi-finished products/materials purchased by the Supplier on behalf of ICS Technologies S.r.l. In case of default by the Supplier for a recognized force majeure, ICS Technologies S.r.l. will also have the right to withdraw from the contract if the force majeure events persist for a period exceeding 15 (fifteen) calendar days or the longer period possibly agreed upon by the parties on a case-by case basis.

Payments will be made according to the terms provided in the purchase order, regardless of any advance deliveries before the established date. In the absence of different indications in the purchase order, the Supplier’s invoices will be paid within 90 days from the end of the month by bank transfer upon completion of the supply, subject to the issuance and transmission by the Supplier of the related invoice. Each invoice must refer to a single order, the number of which must be indicated on the invoice: invoices missing such data and/or incomplete will be rejected.

The Supplier is obliged to deliver to ICS Technologies S.r.l. and/or to the third parties indicated by the latter goods/products/services supplied in compliance with the requirements provided in the purchase order and/or in the supply agreement, free from defects or malfunctions, suitable for normal use and/or the particular use for which they are intended, and made in compliance with applicable laws and regulations. The contractual warranty provided by the Supplier has a total duration of 24 (twenty-four) months, starting from the completion of the supply or the delivery of the goods sold unless otherwise specified in the purchase order and/or in the supply agreement, where an operational test of verification and acceptance of the goods is provided, in which case the contractual warranty period will start from the date of passing such a test and acceptance of the supply by ICS Technologies S.r.l. Any approval by ICS Technologies S.r.l. of drawings or documents produced by the Supplier as well as any acceptance of the goods/products/services supplied will not in any way relieve the Supplier from its responsibilities assumed with the acceptance of the purchase order regarding the warranty of conformity provided. Any defects or non-conformities found by ICS Technologies S.r.l. must be reported in writing to the Supplier within 2 (two) calendar months from the relevant discovery, indicating the precise description of the defect found. Reporting is not necessary if the Supplier has recognized the existence of the defect or has concealed it. In the event of defects or non-conformities found during the validation/acceptance procedure
of the goods/products/services supplied by the Supplier, ICS Technologies S.r.l. may request, at its option, the Supplier to repair the goods or replace them, at no cost in both cases. The Supplier will proceed with the required repairs or replacements in the shortest possible time, within no more than 10 (ten) calendar days from the request, bearing all related costs, including any accessory costs (transportation, labor, and materials). In case of urgency or non-compliance/delay by the Supplier in making the repairs or replacements provided by the warranty, ICS Technologies S.r.l. may proceed on its initiative, charging the related costs to the Supplier, who will be required to reimburse them upon simple request, and upon presentation of the relevant supporting documents. This faculty does not prejudice in any case the right of ICS Technologies S.r.l. to request a suitable reduction in price, to revoke the purchase order, or to terminate the supply agreement if one of the following situations occurs:

1. Repair and replacement are impossible;
2. The Supplier has not carried out the repair or replacement of the goods within the time specified in this article.

Parts replaced under warranty by the Supplier will have an equal warranty period, starting from the date of replacement.

The following are not considered force majeure justifications for the seller’s default, by way of example and not limited to:

1. Delays of the Supplier in procuring materials and/or services
2. Delays in deliveries by the Supplier’s subcontractors;
3. Strikes limited to the Supplier’s premises and employees, including micro-conflicts, agitation states, as well as participation by the Supplier’s employees in strikes of any nature that are not national or industry-wide.

The occurrence of force majeure events must be promptly reported in writing by the Supplier, within 24 hours of the occurrence of the event. In the Supplier’s communication intending to justify the default due to force majeure, sufficient explanations must be provided on the cause of force majeure and its foreseeable duration.
ICS Technologies S.r.l. reserves the right to request the Supplier, in addition to the aforementioned written declaration, a certification from the local Chamber of Commerce where the Supplier operates, or another authority recognized by ICS Technologies S.r.l., certifying the veracity of the facts indicated in the said declaration.

Any reference to the purchase order or the relationships between ICS Technologies S.r.l. and the Supplier in advertising material produced by the Supplier or in communications to third parties by the latter must be previously approved in writing by the Buyer. The Supplier undertakes, for itself and its employees and subcontractors, under penalty of compensation for damages suffered by ICS Technologies S.r.l., not to disclose news, information, data, documents related to products, plans, activities, methods, and production processes, organization, commercial and contractual relationships of ICS Technologies S.r.l. with third parties (hereinafter, Confidential Information), which it has become aware of during the supplies commissioned to it, regardless of whether the Confidential Information has been made available by ICS Technologies S.r.l. Confidential Information includes all acts and activities carried out by the Supplier to perform the supplies commissioned by ICS Technologies S.r.l. The Supplier undertakes, also concerning its employees and/or subcontractors:

1. To consider Confidential Information as strictly confidential and to take all necessary measures not to jeopardize the confidentiality of such information;
2. Not to use Confidential Information in any way that may harm ICS Technologies S.r.l.
3. Not to disclose Confidential Information, except in cases where disclosure is required by law or compliance with directives of a Supervisory Authority, or to employees, subcontractors, agents, professionals, and agents who need to know such information strictly for the execution of supplies, subject to the Supplier’s obligation to inform such persons about the confidentiality obligation and the limits of use of Confidential Information.

The confidentiality obligations will remain valid for 10 (ten) years from the completion of the supply. All documentation made available to the Supplier for the execution of the order remains the property of ICS Technologies S.r.l. and must be returned upon simple request by ICS Technologies S.r.l.

ICS Technologies S.r.l. may terminate the supply agreement pursuant to Article 1456 of the Civil Code, in the following cases:

1. Non-compliance and/or violation of the technical specifications provided by ICS Technologies S.r.l. and indicated in the purchase order;
2. If the Supplier fails to repair and replace the goods within the time specified in Article 7;
3. Insolvency of the Supplier, its subjection to voluntary liquidation, out-of-court composition, bankruptcy, or other insolvency procedure provided by Royal Decree No. 267 of March 16, 1942, or in the presence of unequivocal evidence suggesting that the Supplier is about to be subjected to such procedures.
4. If the Supplier fails to deliver within 30 days after the agreed and reported expiration date in the purchase order for the supply

Any order changes will be valid only if agreed upon and proved in writing, under penalty of nullity pursuant to Article 1352 of the Civil Code, and will not prejudice the validity of the remaining conditions not subject to change.

The Supplier who has in it’s possession goods of ICS Technologies S.r.l. may not, in any case, exercise the right of retention, even if provided by law, which is to be understood as derogated here.

Notwithstanding the rules of the Code of Civil Procedure establishing the competent judge, in case of any dispute regarding the validity of the contract, its interpretation, or the execution of the obligations arising from it, the parties recognize the exclusive jurisdiction of the court of Fermo (AP).