General conditions of purchase G.Elettric

GENERAL PROVISIONS: These general conditions govern the contractual purchase relationships between G ELETTRIC SRL (hereinafter “Purchaser”) and its Suppliers, which are implemented through individual orders. The “Purchaser” and the “Supplier” jointly will be defined below as the “Parties”. These general conditions of purchase apply even if not expressly referred to and signed in the individual purchase orders. Any provisions derogating from what is provided for therein will be effective only if expressly accepted in writing by the parties and in particular for G ELETTRIC SRL. by the Purchasing Office. Any general conditions of sale of the Supplier, wherever reported, do not apply, not even partially, unless they have been previously approved in writing by the Purchaser. These general conditions are effective until they have been expressly revoked by the Buyer or are replaced by new conditions. In any case, these general conditions do not bind the Buyer to send future supply orders to the Supplier.
PURCHASE ORDERS: Orders formulated by the Buyer (in writing, via e-mail or other telematic and electronic means) are always understood to be integrated by these general conditions which remain valid overall even if some are not applicable. Confirmation by the Supplier must be given in writing, communicating any problems or critical issues: the order must therefore be considered perfected when the relative acceptance reaches the Buyer. In the case of an order not followed by written acceptance by the Supplier who nevertheless begins the work for the purposes of supplies, this must be considered perfected, at the time and place of the start of the execution of the aforementioned work and in this case, the Supplier is in any case required to communicate the start of the execution to the Buyer. Acceptance of the order makes the Supplier fully guarantor that the products supplied comply with the laws in force and in particular with those of the sector.
PRODUCTS AND MODIFICATIONS: Any technical characteristics requested by the Buyer in the order, or in another consequent act, for the products subject to the supply are an integral part of the contract and constitute essential requirements. The Supplier, taking into account the technical specifications requested by the Buyer, cannot make any modifications to the products of the supply without prior written authorization from the Buyer.
DELIVERY METHODS: The delivery of the products takes place carriage paid, to the place indicated in the Buyer's order. The contractual products must be packaged according to the methods specified in the order or in any case previously agreed. The cost of packaging, unless otherwise agreed between the Parties and specified in writing in the order, is borne by the Supplier. The risk of damage and/or loss of the products is transferred from the Supplier to the Buyer exclusively upon unloading at the place indicated in the order. Therefore, the supply always travels on behalf, at the risk and peril of the Supplier, even when the carrier has been chosen by the Buyer. The Supplier will also be responsible for any damage and/or loss of the products, subsequent to delivery, if resulting from insufficient or defective packaging. Each shipment must be accompanied by a transport document. The order number and date of issue must be indicated on this document. In the absence of this, the delivery of the contractual products may also be refused by the Buyer. The invoice must be sent via the Exchange System (SDI) and a courtesy copy must be sent to the Buyer's administrative offices or made available in electronic format. The invoice must also indicate the order number and date of issue.
DELIVERY TERMS: The delivery date indicated on the transport documents will be valid for the delivery of the products. Partial or split deliveries are permitted only if agreed or authorised by the Buyer in advance. The delivery terms agreed and reported on the order are essential and non-waivable, therefore, in the event of a delay in delivery, or an unauthorised partial delivery, the Buyer will have the right to refuse the delivery of the products, intending the order to be consequently cancelled. Different agreements are however reserved pursuant to which the Buyer, despite the delay in delivery of the products or a partial delivery, has nevertheless declared to accept the execution of the supply. Products delivered in advance of the agreed delivery date, unless expressly requested by the Buyer, may be rejected by G ELETTRIC SRL and payments will in any case be effective from the date originally scheduled for delivery of the order. For late delivery, with the exception of cases of force majeure, a penalty equal to 5% of the total value of the supply for each week of delay will be applied to the Supplier, without prejudice to the right of the Buyer to request compensation for any further damages found. Without prejudice to the above, a delay by the Supplier that lasts more than 2 weeks from the scheduled date for delivery of the products will constitute just cause for termination of the relationship, without prejudice to compensation for the damage suffered.
WARRANTIES: the Supplier expressly guarantees: that the products comply with what was expressly agreed, also responding for the consequences arising from the delivery of products that are in any way different from the order; the conformity of the products to all regulations in force in Italy and the EU, with particular regard to product safety, indemnifying, in default, the Buyer from any possible burden or prejudice. Furthermore, the Supplier guarantees the products for faults and defects that are in any way attributable to the Supplier, for a period of twelve months starting from the date of delivery of the products. Acceptance of the products delivered to the Buyer does not constitute recognition of their conformity with the order, not even in reference to any apparent defects; there is therefore no obligation for the Buyer to unpack the products at the time of acceptance. In any case, the products received by the Buyer are considered accepted subject to verification of the quantities, quality and delivery terms which may be contested, for the quantities within 2 months of their delivery, for the quality within the year of warranty. Within the scope of the guarantees indicated above, the Supplier is required, upon request and at the choice of the Buyer, to:
1. collect and repair/replace defective, unsuitable, flawed or otherwise non-compliant products. All costs of collection, repair or replacement remain the responsibility of the Supplier. The guarantee will also apply to products sold and delivered to the Buyer's customers.
2. acknowledge, by means of an instrument to be agreed between the Parties (credit note, discount on the invoice, etc.), a reduction in the supply price proportional to the defect and the damage caused.
The option between point 1) and point 2) must be exercised by the Buyer within 5 working days from the notification of the defect or fault. The contractual products found not to conform to the order and/or flawed, if they were not immediately rejected, will be retained at the disposal of the Supplier with timely communication addressed to the same. The costs for the return of defective products will be borne exclusively by the Supplier; the products will travel at the exclusive expense and risk of the Supplier, and also with the right to charge any costs incurred for the handling and storage of the products themselves as well as any additional costs and with the right to recover lost commercial profits. The Supplier indemnifies the Buyer from any and all liability for damages caused to third parties by the products supplied that are found to be defective. In particular, the Supplier declares that it will indemnify the Buyer from all costs resulting from requests for compensation or claims for indemnity made by third parties in relation to damages arising as a result of the use of the products, including the costs of judicial or extrajudicial proceedings initiated against the Buyer.
PRICE AND PAYMENT TERMS: the products will be supplied at the price agreed in the relevant purchase order. The agreed price must be considered invariable, with the exclusion of any revision unless the contract itself is revised. The price will be paid in the terms and manners specified in the individual order. Pro-quota payments, in the event of any split deliveries, will be made in the terms and manners indicated starting from the partial delivery. Payments will be made only if delivery has taken place within the agreed terms and the products are not affected by any defect or non-conformity. Payment of the invoice does not constitute acceptance of the products supplied. The date of issue of the invoice shall be used to determine the payment term, which cannot be brought forward with respect to the date of actual delivery of the goods. For products delivered in advance with respect to the date indicated on the order, the effective date of payment shall be that foreseen in the order. The Buyer G ELETTRIC SRL does not authorize the debit, unless otherwise agreed in writing between the Parties, of fees for issuing withholdings or bank receipts at its own expense.
NON-SHIPPING OF THE CONTRACT AND RELATED CREDITS: each order of the Buyer and each contract concluded on the basis of these general conditions may not be assigned by the Supplier to third parties, not even partially, without the prior written authorization of the Buyer. Furthermore, the assignment of the Supplier's credits towards the Buyer, specific collection orders and other payment delegation systems are not permitted without the prior written authorization of the Buyer.
SUB-CONTRACTING AND SUB-SUPPLY CONDITIONS: in the event of subcontracting or sub-supply by the Supplier of the contractual services or individual phases of the agreed contractual services, the Supplier will remain jointly liable with the subcontractor towards the Buyer for the fulfillment of the obligations arising from the contract by the Supplier itself, as per these general conditions.
SUPPLIER'S FAILURE TO COMPLY: in the event of cancellation of the order by the Supplier or cancellation of the contract by G ELETTRIC SRL due to the Supplier's failure to comply, the latter will be charged in full for the amount set out in the contract.
FORCEABLE REASONS MAJOR: the Supplier and/or the Buyer cannot be held liable for failure to fulfill, even partially, one of their obligations if it is proven that the failure to fulfill is due to an impediment beyond their control and which they could not reasonably have foreseen at the time of placing the order. The person invoking exemption from liability is required to communicate to the other party, as soon as possible, the existence of the impediment, as well as its effects on their ability to meet their commitments. The communication must be made by certified email to the address This email address is being protected from spambots. You need JavaScript enabled to view it.. A similar communication must be given as soon as the cause for exemption from liability ceases to exist. Anyone who omits either communication will be liable for damages that could have otherwise been avoided. In any case, if the causes of exemption continue to exist for a period exceeding 30 days, each party will have the right to terminate the contractual relationship by written communication to the other party, excluding that in this case any additional charges or rights arise/arise for any of the parties.
CONFIDENTIALITY OF DATA AND INFORMATION: the Supplier undertakes not to use directly or indirectly, even after the termination of the contractual relationship with the company G ELETTRIC SRL, the information and data communicated by the same or of which it has in any case become aware on the occasion of or in the fulfillment of the contractual relationship, with particular reference to technical specifications communicated by the Buyer, to the products of the latter, to the production processes implemented in execution of the contractual commitments undertaken, to the company of the Buyer.
PENALTY CLAUSE: the penalty clauses may exist and be applicable only where specifically mentioned and detailed in the contract between the parties.
LAW AND COMPETENT COURT: for all disputes arising from the purchase of goods and services as well as from the execution and interpretation of the contractual relationship, Italian law applies with competent Court, Siena.