1.a) The order is considered as definitively executed with the return of the model countersigned by the Supplier, constituting declaration of knowledge and acceptance of both the same order and of the present general conditions.
The order must be returned in copy with double subscription: respectively for acceptance of the order and the general conditions and for adherence to the clauses specifically indicated therein. If said copy is not received within 48 hours after sending the order, PELFA GROUP S.R.L. will have the right to consider the order fully accepted or confirmed or may withdraw it unilaterally. In any case, the relationship will be governed by these general conditions.
1.b) With the acceptance of the order the Supplier declares to know and accept these general conditions of purchase/supply that will be the only ones governing the relationship between the parties, excluding any other rules, without prejudice to the obligations deriving from current regulatory instruments and to different and express provision made in writing between PELFA GROUP S.R.L. and the Supplier.
1.c) Until acceptance of the order PELFA GROUP S.R.L. will have the right to make changes and/or modifications to the same order, without the faculty for the Supplier to propose actions, exceptions or complaints.
The prices in the order that are understood as fixed and not subject to any variation, are those uniquely valid and effective, unless otherwise agreed in writing between the parties.
3.a) Payment will be made within the term provided in the order that will start from the delivery date of the products at the facilities of PELFA GROUP S.R.L in Buja (Udine), via Europa n.12/b or at other premises expressly agreed between the parties in writing or reported in the order with the transmission in telematic or paper form for all required documentation.
3.b) The payment methods are those indicated in the order.
3.c) PELFA GROUP S.R.L. will not recognise and will not accept any bank charges resulting from the issuance of effects or provisions of payment by the Supplier (bank receipts, promissory note etc.), unless otherwise agreed in the order.
3.d) PELFA GROUP S.R.L. will not made payments for supplies during the periods 01/31 August and 01/31 December; the deadline for such payments will be extended to the next month.
3.e) It is forbidden for the Supplier to give up all or in part, to third parties (eg. Banks, Factoring Corporations, etc.), the credits of every title coming from the contractual relationship with PELFA GROUP S.R.L., disciplined by the present general conditions. In compliance with the provisions of the previous paragraph, the parties expressly agree the prohibition of credits assignment of every title coming from the contractual relationship disciplined by the present general conditions, unless otherwise written agreement between the parties.
4) SUPPLY AND DELIVERY:
4.a) the Supplier shall deliver the goods as follows:
- in compliance with applicable laws and regulations;
- in accordance with quality and dimensional standards set out in these general terms and conditions of the contract, technical specifications provided by PELFA GROUP S.R.L., and as described in the order;
- free from defects and rights of third parties;
- at the delivery date specified in the order and in the quantities specified in the order;
- the articles must be fully assembled in accordance with the technical specifications provided.
The Supplier will execute the order using exclusively technical and technological skills, maintaining full responsibility for the proper performance of the work.
4.b) Delivery is to be considered as the date of arrival of the goods at the place specified in the order, or, failing that, at the facilities of PELFA GROUP S.R.L. In Buja (Ud). The delivery terms indicated in the order have an essential nature.
4.c) In case of delay in delivery, PELFA GROUP S.R.L. will have the right to:
- cancel the order, reserving the right of action for compensation of damages incurred;
- accept the products and charge a fine equal to 1% (one percent) of the value of the supply for each day of delay or part thereof, without prejudice to the right to apply for compensation for the greater damage suffered;
- buy from third parties goods or materials not received within the agreed terms, with the right to request compensation for damages and reimbursement of costs incurred;
4.d) Every Supplier’s delivery has to be accompanied by DDT (Transport Document), that must contain, at least, following information:
- job number of PELFA GROUP S.R.L., order number, date of the order, number of packages and their content. The goods will have to be delivered during the normal working hours: 8:00-12:00 13:00-17:00, unless other different and expressed agreement with PELFA GROUP S.R.L.
4.e) The ownership of the goods will be transferred to PELFA GROUP S.R.L. at the time of delivery and after the acceptance.
5) INSPECTIONS AND CONTROLS BY THE SUPPLIER:
The Supplier is obliged to execute, under its responsibility and care:
- all checks on drawings, documents or technical prescriptions, even if provided by PELFA GROUP S.R.L., in order to check their conformity with the specifications of the order or the suitability for use for which they are intended;
- carry out, during the production process and upon finished work, all the trials and tests prescribed by the supply specifications or prescribed by the state law of the Supplier or that of the place of destination of the products, on raw materials and components, in order to guarantee and certify the good quality and conformity of the same products.
6) PACKING AND MATERIAL IDENTIFICATION:
6.a) The Supplier will carry out the packaging of products, which must be suitable to avoid damaging them during transport until delivery at the agreed place.
No charge for packing costs will be recognised by PELFA GROUP S.R.L., unless expressly agreed in writing or in the order.
6.b) The Supplier must ensure that the goods are contained or packaged in accordance with the usual practice for goods of the same kind or, in the absence of such a practice, in an appropriate manner to preserve and protect the goods until delivery is complete.
6.c) The Supplier is obliged to execute, under its responsibility and care, the identification of the goods by means of a label containing the following information:
- order number, contract number, design /code number;
- number of pieces. In presence of several job numbers in order, separate packages are required.
7) SHIPPING AND TRANSPORT:
Transport shall be borne by the Supplier, unless otherwise agreed in writing.
8) DOCUMENTATION AND CERTIFICATION:
8.a) It will be the burden of the Supplier to deliver any document or certificate that is expected as a obligation by the current regulatory instruments and/or requested by PELFA GROUP S.R.L. such as: performance declaration and CE marking, use and maintenance data sheet, technical data sheet, material certificates, test certificates etc.
8.b) The control documents that accompany the metal goods supply, must be in accordance with the standard EN 10204 - last revision, in accordance to what reported in the order or, in absence of other indications, in accordance to the minimum requirements imposed by the current regulatory instruments.
8.c) The above documentation is an integral and essential part of the supplied products and, therefore, failure or partial delivery of same will result in the violation of the terms of delivery, resulting in the application of that is governed by art. 4.
8.d) The Supplier must add in the supplied requested documentation, the traceability of the certificates reporting the identification codes of the ordered and provided items to PELFA GROUP S.R.L.
For the complete the traceability, all the certificates must be stamped and signed by the Suppliers.
8.e) All the certificates drafted by the Supplier must be in Italian and in English, unless otherwise established.
The terms of payment will start from the receipt of the last document requested by PELFA GROUP S.R.L.
9) QUANTITY-QUALITY OF PRODUCTS - WARRANTY:
9.a) The Supplier must deliver only the quantity of products specified in the order; PELFA GROUP S.R.L. will accept the quantities ordered, reserving to reject, at the expense of the Supplier, the excess or non-conforming products by charging the storage and handling costs on account of 1% (one percent) of the value of the order.
9.b) The Supplier guarantees that the goods conform to all specifications agreed, including all materials, machining operations and whatnot, as well as the documentation and quantitative requirements, or that, in the absence thereof, are suitable for the purposes for which goods of the same technical features would normally be used and maintaining the functionalities and performance expected by PELFA GROUP S.R.L. according to the information, documentation and statements provided.
9.c) The warranty period is 24 (twenty-four) months from delivery, or other period of time indicated in the order or otherwise expressly agreed in writing between the parties. Failure to comply with the warranty obligations will give PELFA GROUP S.R.L. the right to take action for compensation for the damage suffered.
10) INSPECTION RIGHTS:
Through its representatives PELFA GROUP S.R.L. will have the right to check and verify at the Supplier premises the quality of the materials used, the manufacturing or testing methods, as well as the smooth running or the progress of the supply.
The seller will allow free access to PELFA GROUP S.R.L, which shall take place with a notice of at least 5 (five) working days.
11) TEST AND VERIFICATION:
In order to establish the correspondence of quantities, quality and characteristics provided in the order, the products will be subjected to checks and tests which will be performed by the staff designated by PELFA GROUP S.R.L., at the facilities of the Supplier , according to the methods agreed from time to time. The verification inspection of the finished product suitability will have to be convened with a minimum prior notice of 5 (five) working days.
12) NON CONFORMITY:
12.a) In case of failure of verifications or test, PELFA GROUP S.R.L. will have the right to:
- request and obtain from the Supplier immediate repair or replacement of the non conforming pieces. All repair and adaptation expenses to the technical specification, suitable to pass quality control, including transport expenses, will be borne exclusively by the Supplier;
- at any time before the delivery or during working hours of the Supplier, PELFA GROUP S.R.L. will have the right at its own expense, to inspect the goods and production facilities of the Supplier, prior to reasonable notice, and/or request to perform random checks on the goods concerned, or component parts or materials thereof. If the results of these inspections or random checks should lead PELFA GROUP S.R.L. to believe that the goods are not conform, or that it is unlikely that they conform to the order or the specifications and/or drawings supplied or recommended by PELFA GROUP S.R.L. to the Supplier, PELFA GROUP S.R.L. must notify the Supplier and the latter shall immediately take all the necessary action to ensure compliance with the order. In addition, the Supplier must perform the inspections or additional checks at its own expense, at which PELFA GROUP S.R.L. shall have the right to attend.
Despite any inspections or random checks by PELFA GROUP S.R.L., the Supplier shall however be responsible for the conformity of goods to the order and to the state of the art.
12.b) Receipt and payment of any non conforming products shall under no circumstances constitute acceptance of the same.
13)PROPERTY AND CONFIDENTIALITY OBLIGATION:
13.a) Any drawings, papers, parts lists, rules and tables, specifications and requirements, like any other information or document as well as models and moulds, samples or specific equipment (know-how) made available to the Supplier for the fulfilment of the order, must be kept and stored with all diligence, remaining in any case the exclusive property of PELFA GROUP S.R.L.
13.b) All know-how should be considered confidential and reserved, that cannot be disclosed nor used by third parties even after the execution of the order and the Supplier shall use it only upon the express written permission of PELFA GROUP S.R.L. The Supplier will be responsible for the preservation of the documentation and of the material received for the execution of the order and must return them upon simple written request to PELFA GROUP S.R.L. together with the products. The know-how is an integral and essential part of the goods and, therefore, its non-or only partial return will involve the violation of art. 4) of these general conditions.
14) PREVALENCE CLAUSE:
14.a) These general conditions of supply and/or purchase - that the Supplier declares to know and accept in full - unless waived by special conditions contained in the order - govern the relationship between PELFA GROUP S.R.L. and the Supplier and prevail over any other different clause, inserted in printing on the models used by the parties.
14.b) Any and different conditions will not be accepted by PELFA GROUP S.R.L. if not expressly confirmed in writing.
15) ORDER ASSIGNMENT AND SUBCONTRACTING:
The Supplier may not assign, in whole or in part, nor transfer, even by way of subcontracting, the execution of the order and the obligations deriving from it, without the written consent of PELFA GROUP S.R.L.
PELFA GROUP S.R.L. will have the right to withdraw from the contract at any time, in whole or in part, by means of written communication to the Supplier.
Upon receipt of such communication, the Supplier must immediately cease the manufacture of items that are the purpose of the contract and arrange that an amount is immediately produced even by any of its subcontractors.
In case of withdrawal PELFA GROUP S.R.L. will recognise to the Supplier an amount proportionate to production and documented up to the date of withdrawal and calculated according to the parameters agreed in the order.
PELFA GROUP S.R.L. will in no case recognise any indemnity for loss of revenue.
In case of withdrawal the Supplier will be obliged to immediately deliver to PELFA GROUP S.R.L. all materials already prepared and all documentation in its possession (drawing, technical specification, moulds etc.).
In the case of written request for partial or total suspension of the order, the Supplier must stop the work within the maximum time of 10 (ten) working days and operate, in this period, in order to avoid costs not strictly necessary to implement the due suspension of processing activities. The request to restart the work will be notified by PELFA GROUP S.R.L. in writing (also by e-mail or PEC).
18) APPLICABLE LAW AND COURT OF JURISDICTION:
18.a) Reports submitted and regulated by these general conditions are governed by Italian law.
18.b) Any dispute between the parties that may arise in relation to the relations governed by these conditions, as well as on the interpretation and enforcement of these general conditions, will be the exclusive and mandatory jurisdiction of the Court of Udine or of the Justice of the Peace of Gemona del Friuli (Ud).
Any communication relating to the conditions contained in this contractual regulation and order linked to it must be made, on pain of nullity, by means of Public Certified Email (PEC) to the e-mail address : firstname.lastname@example.org
PELFA GROUP S.R.L
Pursuant to and by effect of articles 1341 and 1342 of the Civil Code the Supplier declares to know and approve specifically the following contractual clauses, listed for their specific approval, by signature, at the bottom of the same order:
4) Supply and delivery;
9) Quantities - product quality - warranty;
12) Non compliance;
13) Property and confidentiality obligation;
14) Prevalence clause;
15) Transfer and subcontracting of the order;
18) Applicable law and court of jurisdiction.
PELFA GROUP S.R.L