These general terms and conditions governing the purchase by ICS TECHNOLOGIES SRL of goods and/or products and/or services provided by third parties. Each contract and/or supply agreement is governed by these general terms and conditions of purchase, that in case of discrepancies prevail over the Supplier’s terms and conditions, except for the exceptions specifically mentioned in the purchase order from ICS TECHNOLOGIES SRL. In addition, any supply conditions provided in the order of differing purchase compared to the present general conditions will prevail over the latter.
- Goods/Products/ Services: indicate materials and/or products and/or services as specified in the purchase order, in its parts or attachments.
- Buyer: Indicates ICS TECHNOLOGIES SRL
- Supplier: means any person, company or organization selected by the Buyer for the supply of goods/products/services
- Offer: indicates the economical proposal, including technical specifications attachments or annexes, drawn up by the Supplier at the request of the Buyer
1.2 PURCHASE ORDERS
a) Following the presentation by the Supplier of the economical proposal including technical annexes or technical specifications, a purchase order in writing will be prepared by ICS TECHNOLOGIES SRL and sent to the Supplier, by email or fax; the Purchase order will contain at least the following elements:
- File number and/or the reference project number;
- Description of Goods/Products/Services required, with reference to annexes and technical documents where and when necessary;
- Indication of the quantities requested;
- Date and place of delivery;
- Delivery terms in accordance with INCOTERMS;
- The unit price and total amount of each good or service to be provided;
- Terms and method of payment;
b) Each purchase order shall be considered valid when a copy of the same purchase order will be returned to ICS TECHNOLOGIES SRL, by email or fax, duly signed and stamped by the Supplier, bearing the name and qualification of the signing person authorized by the Supplier. The acceptance of the purchase order implies full and unconditional acceptance of the purchase order itself and present general terms and conditions of purchase.
c) Any written communication of the Supplier inherent the order must always include a reference to the purchase order number, or to the reference project number, as indicated by ICS TECHNOLOGIES SRL in the purchase order.
d) In case of no answer from the Supplier within 48 hours after the Purchase Order transmission, the Purchase Order itself is deemed accepted.
1.3 SUPPLIER OBLIGATIONS
a) During the execution of the supply, the Supplier shall use employees, collaborators and/or qualified consultants with specific technical skills and proven experience in relation to the type of goods/products/services commissioned.
b) The Supplier agrees to regularly comply with its obligations inherent remuneration, social security and taxation relating for his staff and guarantees that his own subcontractors do the same, keeping ICS TECHNOLOGIES SRL harmless and indemnified against any and all liability for any non-observance by the Supplier and/or consultants, and/or his own subcontractors.
c) The Supplier agrees to deliver to ICS TECHNOLOGIES SRL, for the goods/products/services purchased, and when stated in the purchase order and/or in the supply agreement, all technical documentation related to the supply. Technical documentation includes products certificate of conformity, manual and drawings for installation, the use and maintenance manuals, files (configuration, 3D drawings, source files etc.) in a specific digital format, and anything else necessary to put ICS TECHNOLOGIES SRL in the condition to use completely and at his own discretion the goods/products/services purchased. Technical documentation may be delivered in both hard copies and/or digital format.
a) It is assumed that the prices of goods/products/services indicated in the purchase order have been defined as a result of a commercial negotiations between ICS TECHNOLOGIES SRL and the Supplier, which recognizes that they are competitive when compared to national and international markets, remunerative and at his full satisfaction.
1.5 SCOPE OF SUPPLY
a) In addition to any single good/product/ service purchased by ICS TECHNOLOGIES SRL and indicted in the purchase order, will be integral part of the supply:
- The ownership by ICS TECHNOLOGIES SRL of the of all documents and technical drawings made by the Supplier and/or any of his subcontractors in relation to the specific project or product mentioned in the purchase order, as well as any other necessary documents for the installation, maintenance and use of goods and/or services provided or otherwise required as part of the supply;
- ICS TECHNOLOGIES SRL rights of use, transferable to third parties, of industrial property of the supplier (trademark rights, inventions, designs and models) concerning the goods and/or services provided by the Supplier, including related methods and production processes;
- The right by ICS TECHNOLOGIES SRL to perform or give order to perform to third parties, repairs or modifications, of the goods or of the documents, as well as to produce or give order to produce to third parties, any spare parts.
b) The quantities ordered are binding for the Supplier. ICS TECHNOLOGIES SRL reserves the right to refuse any surplus to total quantities ordered at exclusive responsibility of the Supplier
1.6 QUALITY ASSURANCE SYSTEM
a) The Supplier, considering his activities and needs, shall undertake to adopt, implement, and carry out a defined quality system in accordance with the latest regulations. The Supplier will maintain an archive documentation for both internal and external audits and make it available to ICS TECHNOLOGIES SRL upon request. The Supplier shall also allow access to the offices and factories of the Supplier and/or any subcontractors and authorize ICS TECHNOLOGIES SRL executives to carry out site surveys and inspections to verify compliance quality system. b) In any case, regardless of the fact that the quality system adopted by the the Supplier is or is not certified by an legally authorized certification institution, the Supplier shall ensure, as practice of production, in the intermediate and final checks of the goods produced, to use only test measurement and control instruments duly calibrated , with a valid calibration certified by an authorized body. The relevant certificates with evidence of the calibration validity date will be made available to ICS TECHNOLOGIES SRL upon request.
1.7 DELIVERY TERMS
a) The delivery dates indicated in the purchase order must be considered as solar days, the dates are binding for the Supplier and it must be consider essential for the proper execution of the order.
b) ICS TECHNOLOGIES SRL also reserves the right to do not accept the delivery of goods/products/services made in advance of the date set in the purchase order and to demand delivery in accordance with purchase order delivery terms.
c) The Supplier shall in any case immediately inform in writing ICS TECHNOLOGIES SRL in case of order execution difficulties, impediments and/or unexpected events that may cause a delay of the delivery.
1.8 GOODS TRANSPORTATION AND ACCEPTANCE
a) The valid address for the delivery of the goods is the one stated in the purchase order. The Supplier is lifted from his obligation related to delivery when the goods are delivered to ICS TECHNOLOGIES SRL at the place indicated in the purchase order. Any additional costs arising from the delivery made in a place other than that indicated in the purchase order will be charged to the Supplier.
b) A Delivery Order document (DO) accompanying the goods must show the number of purchase order, as a necessary and essential condition for the payment of the Supplier invoices: failing that, no bills will be paid. Every Delivery Order must contain a detailed list of the goods, which must be described as shown in the corresponding order line, with an indication of the net weight; moreover, every Delivery Order should refer to a single purchase order. In the absence of what mentioned above, ICS TECHNOLOGIES SRL reserves the right to refuse delivery of the goods, or, at its own discretion, to charge the Supplier the costs incurred for the identification of the goods.
c) Every single delivered piece or package must be identified by a label giving the necessary minimum amount of information so that good can be clearly identified and put in correspondence with its relative order line (usually: the order number, product code and serial number, product description)
d) For each shipment/delivery of goods, to ICS TECHNOLOGIES SRL and/or third parties as specified in the purchase order, the Supplier shall issue an invoice and send it to ICS TECHNOLOGIES SRL. In the case of delivery to third parties, the relative Delivery Order signed for receipt and indicating the date and place of receipt of the goods shipped shall be sent to ICS TECHNOLOGIES SRL. In case of partial deliveries, (if ICS TECHNOLOGIES SRL accepts these) every Delivery Order should specify the partial delivery or the balance.
e) The special and/or hazardous materials/products will be packed by and under the responsibility of the supplier in accordance with applicable laws and regulatory requirements; the packaging must display the labeling required by the international safety regulations for the transportation of these products/materials. Any applicable requirement concerning documentation for the handling, storage and safe transport of goods, the capacity and the type of container to be used and the protection to be provided will have to be satisfied by the Supplier and at his cost. Any damage resulting from negligence concerning the above will be borne by the Supplier. ICS TECHNOLOGIES SRL will be not responsible and free from any prejudice that may derive from these obligations imposed on the Supplier.
1.9 ORDER CANCELLATION AND CONTRACT TERMINATION BY ICS TECHNOLOGIES SRL
a) ICS TECHNOLOGIES SRL may at any time cancel the purchase order and/or terminate the contract in case of order cancellation by the final customer, or if ICS TECHNOLOGIES SRL deems appropriate cancel the order to seize opportunities in the market. In case of order cancellation or contract cancellation, ICS TECHNOLOGIES SRL shall give a written notification to the Supplier, by email, fax or registered mail, with a notice of at least ten (10) calendar days; upon receipt of such notice, the Supplier shall immediately suspend all activities related to the purchase order being cancelled. Anyway ICS TECHNOLOGIES SRL shall pay to the Supplier the contract price of those goods already delivered and/or refund, although not delivered, the expenses borne by the Supplier up to the time of order cancellation, with the express waiver by the Supplier to demand to ICS TECHNOLOGIES SRL any further compensation and/or compensation. The reimbursement of such costs shall be performed exclusively upon presentation of documents (invoices, Delivery Orders) certifying that the above costs were incurred exclusively to honor the purchase order issued by ICS TECHNOLOGIES SRL and being cancelled. The reimbursement of such costs by ICS TECHNOLOGIES SRL will entitle the same to deem the delivery of goods/ products /finished or semi-finished products / materials purchased by the Supplier on behalf of ICS TECHNOLOGIES SRL.
1.10 INVOICING AND PAYMNETS
a) Payments will be made in the terms provided in the purchase order, regardless of any advance delivery of the planned date.
b) Unless otherwise specified in the purchase order, the supplier invoices will be paid by bank transfer 90 days after the invoice date, in any case after issuance and transmission of the inherent invoice by the Supplier.
c) Each invoice must refer to a single order, which number shall be included in the invoice: the invoices missing such data and/or with incomplete information will be rejected.
1.11 CONFORMITY CONTRACT WARRANTY- TERMINATION CLAUSE
a) The Supplier is obliged to deliver to ICS TECHNOLOGIES SRL and/or to third parties indicated, goods/products/services, which meet the requirements of the purchase order and/or in the supply agreement, without defects or malfunction, suitable for normal use and/or particular use for which they are intended, and manufactured in compliance with applicable laws and regulations.
b) The contractual warranty provided by the Supplier shall have a total duration of 24 (twenty four) months, with effect from date of delivery of the goods, except for the case in which the purchase order and/or the supply agreement foreseen an operational/acceptance test of the goods. In these cases, the contractual warranty period shall commence from the date of successful completion of the testing and acceptance of goods by ICS TECHNOLOGIES SRL. Any approval by ICS TECHNOLOGIES SRL for drawings or documents produced by the Supplier as well as any acceptance of goods/products/services do not in any way lift the Supplier from its responsibilities accepted with the acceptance of the purchase order and regarding the warranty for the compliance of the supply.
c) Any defects or lack of conformity found out by ICS TECHNOLOGIES SRL shall be reported in writing to the Supplier within 2 (two) calendar months since its discovery, indicating the precise description of the defect. Such notification is not required if the Supplier has acknowledged the existence of the defect or has concealed it.
d) In the event of faults, defects or non-conformities identified during the validation/acceptance process of the goods/products/services provided by the Supplier, ICS TECHNOLOGIES SRL may request, at its discretion, the Supplier to repair the goods or to replace them, in both cases at no costs for ICS TECHNOLOGIES SRL. The Supplier will carry out the repairs or replacements required in the shortest possible time, and, in any case, no later than 10 (ten) calendar days from the request, bearing all expenses including any ancillary costs (transport costs, labor and materials).
e) In case of an emergency or in case of Supplier non-compliance/inappropriate timing when carrying out repairs or replacements under this warranty, ICS TECHNOLOGIES SRL reserve the right to perform such repairs by its own, charging the related expenses to the Supplier, which shall reimburse ICS TECHNOLOGIES SRL upon request, and upon presentation of the relevant incurred expenses supporting documents. This power does not affect in any case the right of ICS TECHNOLOGIES SRL to request an appropriate reduction of the price, to cancel the purchase order or to terminate the supply agreement where and when one of the following situations occur :
– The repair and replacement is impossible;
– The Supplier has failed to repair or replace the goods within the period provided for in this Article;
f) The parts replaced under warranty by the Supplier will be covered by a similar period of guarantee, with effect from the date of replacement.
1.12 FORCE MAJEURE
a) The Supplier shall not be considered responsible for any default and/or delay due to force majeure. Force majeure shall mean those events and/or exceptional and/or unpredictable circumstances such as war, revolution, sabotage, epidemics, fires, explosions, earthquakes, floods, national and unions strikes, impediments due to specific legislative measures or other impediments to equal severity out of the control of the parties and having the character of unpredictability.
b) Are not deemed Force majeure or Acts of God, for example and without limitation, delays due to:
– Stop and/or suspension imposed to the Supplier by the Authority for failure of the Supplier to comply with safety regulations;
– Delays of the Supplier to purchase materials and/or services;
– Delays in the deliveries of subcontractors of the Supplier;
– Strikes limited to offices and employees of the Supplier, including the micro conflicts, states of agitation, as well as participation by employees of Supplier to strikes of any kind which are not national or unions strikes.
c) Within 24 (twenty-four) hours from the occurrence of a force majeure event, the Supplier shall be promptly report in writing to ICS TECHNOLOGIES SRL. The communication must provide sufficient explanations about the force majeure event and the expected duration. ICS TECHNOLOGIES SRL reserves the right to require to the Supplier, in addition to the above written statement, a certification of the Chamber of Commerce of the place where the supplier carries on business, or other authority recognized by ICS TECHNOLOGIES SRL, attesting to the veracity of the facts stated in the above said statement.
d) In the case of force majeure event persistence for more than fifteen (15) calendar days, ICS TECHNOLOGIES SRL reserves the right to cancel the purchase order or terminate the supply agreement. In any case, the Supplier shall commit to find out all possible remedies in order to reduce the harmful effects induced to ICS TECHNOLOGIES SRL by the force majeure event.
1.13 ADVERTISING BAN AND NON-DISCLOSURE OBLIGATION
a) ICS TECHNOLOGIES SRL must previously approve in writing any reference to the purchase order, any reference to the relationship between ICS TECHNOLOGIES SRL and Supplier, and any reference to promotional materials or communications to third parties produced by the Supplier and concerning ICS TECHNOLOGIES SRL.
b) The Supplier agrees, for himself, for its own staff and his subcontractors, under penalty of compensation for damages suffered by ICS TECHNOLOGIES SRL, to do not disclose information, data, news, documents relating to the products, plans, activities, methods and production processes, organization, commercial and contractual relationships of ICS TECHNOLOGIES SRL with third parties (hereinafter, confidential Information), of which he has knowledge on the occasion of the supplies, regardless of whether the confidential Information has been or not made available by ICS TECHNOLOGIES SRL.
c) Confidential Information shall include all actions and activities carried out by the Supplier to effect delivery commissioned by ICS TECHNOLOGIES SRL. Are not considered Confidential Information those for which the Supplier can demonstrate that:
– The Confidential Information were already in his possession or in the public domain at the time in which they were communicated by ICS TECHNOLOGIES SRL
– Confidential Information become of public domain after being notified, for reasons that have nothing to do with a non-fulfillment of the Supplier and/or his employees and/or his subcontractors, with respect to the non-disclosure obligations under these general conditions of purchase.
d) The Supplier agrees, for himself and also to his representatives and / or Subcontractors:
– To consider the Confidential Information as strictly confidential and to take all necessary actions not to jeopardize the confidentiality of such information;
– To do not use the Confidential Information in any way that may cause harm to ICS TECHNOLOGIES SRL;
– To do not disclose the Confidential Information, except for cases where the disclosure meets a legal necessity or fulfillment for orders of a Surveillance Authority.
– To disclose the Confidential Information only and exclusively to subcontractors, agents, professionals and agents to which the knowledge of such information is strictly necessary for the purposes of supplies, with the commitment of the Supplier to inform such persons about the non-disclosure obligation and confidentiality limits of use of the confidential information.
e) The non-disclosure obligations shall remain valid for 10 (ten) years from the completion of the supply.
f) All the documentation made available to the Supplier for the execution of the order remain property of ICS TECHNOLOGIES SRL and must be returned upon request of ICS TECHNOLOGIES SRL.
1.14 SUPPLY AGREEMENT DISSOLUTION
a) ICS TECHNOLOGIES SRL reserves the right to procced with a supply agreement dissolution at the occurrence of one the following cases:
– Non-compliance and/or violation of the technical specifications provided by ICS TECHNOLOGIES SRL and indicated in the purchase order
– Delay in delivery by the supplier more than 10 (ten) calendar days, subject to the right to require the Supplier compensation for damages suffered due to the delay, regardless of the prediction of a penalty ,if any, stated in the purchase order;
– If the Supplier fails to repair and replace the goods within the period as specified in Article 1.11
– If the major force events persist for a period longer than fifteen (15) calendar days or for a period longer than the period potentially agreed between the parties on a case by case basis
– Violation by the Supplier of the existing rules relating to remuneration of its staff, the social security contributions and provisions on accident prevention
– For late payments of debts of the Supplier towards his subcontractors
– Insolvency of the Supplier, his liability in voluntary liquidation, a court settlement, bankruptcy or other insolvency, or in the presence of unique clues that suggest that the Supplier is going to be subjected to such procedures
b) The Supply Agreement Dissolution shall be communicated immediately to the Supplier via email, fax or registered mail. The Supply Agreement Dissolution, at only discretion of ICS TECHNOLOGIES SRL, shall be preceded by prior writing formal notice to the Supplier to remedy the alleged facts within fifteen (15) calendar days, after which the supply agreement with the Supplier shall be considered rescinded and ICS TECHNOLOGIES SRL shall be entitled to damages.
1.15 PURCHASE ORDER MODIFICATION
Non-authorized purchased order modifications shall cause purchase order cancellation. Any order modification will be valid only if agreed between the parties and writing proven, and in any case will not prejudice the validity of the remaining conditions that are not subject to change.
1.16 CLAUSES SEPARATION
The possible nullity, cancellation and/or ineffectiveness of one or more clauses of these general conditions of purchase shall not affect the validity of the remaining provisions, which remain valid and effective.
1.17 PRIVACY AND PERSONAL DATA PROCESSING
The Supplier authorizes the processing of his own, his staff and his subcontractor’s personal data, with obligation to communicate that personal data are being processed to the persons listed above and to any other possible involved.
1.18 APPLICABLE LAW AND PLACE OF JURISDICTION
The supply of goods/products/services will be subject to the Italian law. Any dispute arising between ICS TECHNOLOGIES SRL and the Supplier in relation to the interpretation and/or execution of these general conditions of purchase and of each individual supply agreement governed by the same, shall be referred exclusively to the Court of Ascoli Piceno-Italy.