Terms and Conditions

Saitec srl                                 

                                                                                                            

Via Fiorentina, 17/D - 50063 Figline V.No (Fi)                                                                  

Tel: +39 055 9155580                                                                                                              

 

 

Figline V.no,  December 10, 2018

 

PURCHASE ORDER

 

Terms and conditions for the supply of goods and services

 

  1. General Conditions

 

  • Applicability: these General Conditions are intended as applied to all orders issued by Saitec Srl (the Company) for the purchase of Goods and / or Services from the supplier indicated in the order (the Supplier), in addition to any Specific Conditions of the order. In case of conflict between the General Conditions and any Specific Conditions of the Order, the latter will prevail over the General Conditions.
  • Acceptance: the order is considered accepted by means of confirmation by the supplier or after the return of a signed copy of the order, within fifteen (15) calendar days from the issuing of the order by the Company. If this period of time has elapsed, the Company reserves the right to cancel the Order or consider the late acceptance by the Supplier as valid and effective. Orders issued online or electronically agreed will be considered received on the date of submission and automatically accepted.

 

  1. Supply of Goods

 

  • Quality of Goods: the Supplier will ensure that the Goods comply with the description and Specifications provided, without design, material and construction defects and comply with all applicable law requirements and international manufacturing codes, labeling, packaging, storage, handling and delivery. If the Goods are or contain chemicals dangerous, the Supplier will comply with its obligations in this regard and will provide all SVHC declarations and material safety data sheet, as required by the REACH Regulation.
  • Counterfeit parts: the Supplier shall certify that new and authentic materials are used in products or goods delivered, and that the goods delivered contain no counterfeit and / or reproduced parts
  • Permits and Licenses: the Supplier will guarantee to have all the licenses, authorizations, approvals and permits necessary to execute the order in relation to the Goods supplied.
  • Warranty: the Supplier will guarantee the Goods supplied against any defects in materials and manufacture for twenty-four months from the date of delivery, unless otherwise agreed or other term specified in the order.

 

  1. Delivery of Goods

 

  • Freight Document: the delivery of the Goods will be accompanied by a Freight Document with the reference to Order date and number (if any), Goods description and P/N (if any) and the quantity of the Goods delivered, together with the Certificate of conformity.
  • Lead Time: the Supplier will deliver the Goods on the date indicated in the Order. Deliveries prior to the date specified in the order must be expressly authorized.
  • Delivery Address: the delivery of goods is DAP Incoterms 2010, unless otherwise specified in the order.
  • Ownership: the ownership and the risk on the Goods will in charge to the Company at delivery time.

 

  1. Supply of Services

 

  • Mode: the Supplier will perform the required Services in accordance with the best practices in use in the industrial, professional or commercial area of reference, with manpower skilled and suitable to fulfill with the contractual deadlines; the Supplier will warrant that the Services and the Final Results comply with the relevant Specification and that all goods and materials supplied and used in the Services or transferred to the Company will be free from defects in design, manufacture and installation; the Supplier will obtain and maintain all licenses and authorizations necessary for the execution of the Services requested in compliance with the applicable laws and regulations.

 

  1. Obsolescence

 

The Supplier will communicate to the Company in writing and without delay any problems of obsolescence, actual or potential, concerning the order, specifying the problem of obsolescence identified, its impact on the execution of the order and any actions to be taken to minimize the problems, including the estimated cost.

 

  1. Work at the premises of the Company

 

The Supplier accepts (and will make sure that third parties also accept) that any work performed by or on its behalf at the Company's premises and any visits by its employees, agents and subcontractors to the Company's premises are subject to the specific procedures of the Company and comply with all relevant laws, the Directives on health and safety management and environmental obligations.

 

  1. Work at the premises of the Supplier

 

The obligations set out in paragraph 6 above also apply to the premises of the Supplier (or those in which it operates and those of its subcontractor) in relation to the work performed on behalf of the Company. The Company, its customers and / or the regulatory authorities shall be granted the right of access to all Supplier and sub-tier Supplier facilities and records involved in fulfilling the Purchase Order requirements to ensure conformance with the requirements.

 

  1. Company materials

 

In supplying the Goods and / or Services, the Supplier will safely store all equipment or instruments of any kind, including, among other things, raw materials, samples, masks, tools, drawings, models, specifications and / or data provided by the Company to the Supplier in relation to the order (Company Materials), at their own risk, keeping them in good condition and in compliance with the instructions or manuals provided or indicated to the Supplier by the Company (excluding normal wear and tear). It will also provide to clearly mark the Company's Materials as property of the Company, to dispose of such Materials only as indicated in the written instructions of the Company or in accordance with the authorization of the Company and, upon written request thereof, to return such Materials. The Company has the right, upon request, to inspect the Company's Materials at any time. All the Company's Materials are the exclusive property of the Company.

 

  1. Intellectual property rights

 

With regard to the Goods and / or Services transferred to the Company, including the Final Results or part of them, the Supplier guarantees to have full, clear and free title on these products, and that on the date of supply of these to the Company, it has full and unlimited right to sell them and transfer them to the Company for their subsequent supply to third parties (and use by them). The Supplier transfers to the Company, with full guarantee and free from third party rights, all the Intellectual Property Rights developed in relation to the Goods and / or Services pursuant to the Contract.

 

  1. Claim for refund

 

The Supplier saves the Company from any expense and damage of any claim for refund made by a third part in relation to:

  1. intellectual property rights;
  2. damages for defects of the goods due to negligence or omissions of the Supplier, its employees, agents or subcontractors;

 


  1. Confidentiality

 

The Supplier shall hold in confidence all information received from the Company and any other confidential information that the Supplier can obtain in relation to the Company's activity, its products and services. The Supplier may disclose confidential information only to those employees, agents and subcontractors who must be aware of it for the fulfillment of the Supplier's obligations assumed under the Contract, and will ensure that such employees, agents and subcontractors will comply with the confidentiality required. The Supplier may disclose such confidential information of the Company, if required by law or by the regulatory authority.

 

  1. Authorizations and licenses for export

 

The Supplier is required to obtain, at its own expense, all the licenses and authorizations for the export of the Goods and / or Services that become necessary from time to time and will promptly provide a copy of the same to the Company accompanied by the necessary supporting information.

 

  1. Payments

 

The price for the Goods and / or Services (understood as including all costs and expenses incurred directly or indirectly by the Supplier in relation to them) will coincide with the amount established in the Order, net of value added tax. No additional charges will be recognized, unless agreed in writing with the Company. With regard to the Goods, unless otherwise agreed, the Supplier will issue an invoice to the Company at any time following the completion of the delivery. With regard to the Services, instead, the Supplier will issue an invoice to the Company upon completion of the same. Each invoice will contain the supporting information requested by the Company to verify the accuracy of the same, including, inter alia, the relevant Order number. In consideration of the supply of Goods and / or Services by the Supplier in strict compliance with the Contract, the Company will pay the invoiced amounts within the agreed deadline in the order, upon receipt of a valid and correct invoice, to a current account bank indicated in writing by the Supplier.

Payments will be made only to the Supplier and, therefore, can’t be made to bank accounts of natural or legal persons different from the same and in the country where the activities are carried out or in which the Supplier has his fiscal residence or the registered office.

The Supplier will maintain complete and accurate documentation of the time taken and materials used in providing the Services. The Supplier allows the Company to disclose copies of all Orders and their own invoices to the client of the same where required by law.

 

  1. Contract Resolution

 

The Company may decide the contract resolution with immediate effect by giving written notice to the Supplier, upon the occurrence of one of the following non-fulfillment:

  1. the Supplier violates a provision of the Contract and can’t remedy it within fifteen (15) days from receipt of the related request to comply;
  2. the Supplier is not in a position to pay its debts when they expire or if the guarantees fail;
  3. the Supplier don’t carry out its activity in whole or in part;

In these circumstances, the Company will have the right to recover costs or expenses incurred as well as any additional damages or losses.

 

  1. Compliance with anti-corruption legislation

 

The Supplier must:

  1. comply with all applicable anti-corruption laws and directives;
  2. avoid undertaking illegal activities, practices or conduct;
  3. promptly communicate to the Company any requests or requests for any undue financial or other advantages received from the same in relation to the Contract;
  4. To ensure that any person associated with it comply with this conditions.

 

  1. Financial traceability

 

If the final Customer is an Italian public body, pursuant to Law 136/2010, the parties undertake to trace and record the financial flows linked to the execution of the supply. In particular, the Supplier undertakes to:

  1. ensure that contracts and / or orders contain the provision of this article;
  2. use payment methods that ensure full traceability of every financial movement related to the Order;
  3. communicate the bank details in accordance with the law;
  4. indicate in the invoice the code C.I.G. and / or CUP sent by the Company.

 

  1. General provisions

The Supplier may not assign or transfer its rights or obligations of the Contract to a third part without the prior written permission of the Company.

All notices or other communications submitted to a party under the Contract or in relation to it must be in writing.

Nothing contained in the Contract will be considered as such partnership or joint venture between the parties.

Any Contract modification, including additional terms and conditions, will be effective only if agreed in writing and signed by the parts.