General Terms of Purchase

GENERAL TERMS OF PURCHASE OF AVE S.P.A (ED. 06-2017)

This document establishes the general terms of purchase that regulate relations between AVE S.p.A. and its suppliers of assets or services. These terms of purchase are also published on Ave’s website: www.ave.it

The following definitions in the document refer to and define the following:

  • Purchaser: the company AVE S.p.A.
  • Supplier: the natural person or legal entity to whom the Purchaser assigns the supply of goods or services.
  • Supply: the performance or supply of goods or services that the Supplier commits to perform for the Purchaser in response to an order.
  • Order: the documents the Purchaser transmits to the Supplier, comprising Order letter and the overall related documents.

 

1) OBLIGATIONS OF THE PARTIES

a) The Purchaser must issue the Order in writing, providing precise specifications of the asset or of the service required and of delivery, with reference, if relevant, to the offer received by the Supplier.

b) The Supplier’s obligations towards the Purchaser are clearly contained in the Order and in the relative enclosed documents.

c) The Supplier shall request the Purchaser with adequate time in advance for any information that might not be contained in the Order and which is necessary to correctly perform the Supply.

d) The Supplier shall perform the activities required by the order with his own organisation and means, accepting total responsibility.

e) The correspondence between the Purchaser and the Supplier regarding the Supply shall be addressed to the respective competent functions.

f) The Supplier shall receive all the information and the documents required to perform the activity required by the order.

 

2) SERVICE SUPPLY

a) The Supplier shall follow and comply with the provisions stated in the contract signed with the Purchaser.

b) The Supplier shall perform the supply of the service with suitable staff, whose numbers are adequate for the needs. Upon request of the Purchaser, the Supplier shall provide the list of employed staff with all the related data.

c) The Supplier shall accept the obligation to provide its employees who enter the AVE offices/facility with a dedicated valid document of identification stating that the owner of the document is employed by the Supplier.

d) If the Supplier were to subcontract, either partly or entirely, the service or the supply, following the written authorisation of the Purchaser, he shall transmit to the subcontractor the conditions and commitments agreed on with the Purchaser and shall maintain responsibility regarding the successful outcome of the Supply. He shall also require subcontractors to accept the obligation to provide its employees with a valid document of identification to access the company, and also to check that the subcontractor complies with laws and regulations on the topics of work safety and hygiene.

 

3) RETURNING GOODS

a) The goods purchased “free domicile” shall always travel on behalf of and at the risk of the Supplier. The Purchaser shall not insure the goods unless explicitly requested by the Supplier and at the expense and risk of the latter. The Purchaser is entitled to carry out the mandate of the Supplier without related responsibilities and consequences for the Purchaser.

b) Goods must be delivered in the place explicitly indicated in the order. The Delivery Note shall specify the precise destination of goods, as indicated in the order (RECEIPT OF GOODS NORTH/RECEIPT OF GOODS SOUTH). Unless written otherwise, the Supplier shall be relieved of the obligation for delivery upon handing the goods to the carrier or to the forwarding agent, in compliance with the Purchaser’s instructions. The goods, unless explicitly written otherwise, shall be considered free of all expenses, even of packaging expenses.

c) The Delivery Note, invoice and any other documents accompanying the goods must have the reference order number of the consignment and our product code.

d) Every package must have the Ave product code (if assigned) contained therein and the relative quantity. The maximum weight accepted for each package must not exceed 20 kg. (unless agreed otherwise in writing by the parties). Pallets allowed for use are 80x120 (unless agreed otherwise in writing by the parties).

 

4) DEFECTS, QUALITY AND COMPLAINTS

a) Prior to acceptance, goods purchased shall be subjected, when decided by the Purchaser, to tests at the Purchaser’s site and/or where explictly agreed. This does not replace the control and testing activities carried out by the Supplier for Supplies that comply with the Purchaser’s request. The Supplier can request information about the testing criteria and the L.Q.A.s used by the Purchaser. The object of the supply, under the responsibility of the Supplier, must meet the safety and hygiene criteria and/or regulations in force for the individual industrial sectors. When required by the legal regulations, the products and/or substances of the supply shall be accompanied by the established documents, such as toxicological sheets, compliance statements, etc....

b) The Purchaser reserves the right to check processing, equipment, control/testing systems and the quality of materials used. To this end his appointed persons shall have free access to the workshops and warehouses of the suppliers.

c) Complaints of the Purchaser to the Supplier for any defects or lack of quality of the goods or for any other reason shall be considered valid, if they are communicated in writing by any means to the vendor within eight days from their discovery and, anyhow, within one year after delivery (art. 1495 of the Civil Procedural Code), unless explicitly stated otherwise.

d) The Supplier shall guarantee that the goods have the quality established by Ave orders and in the documents mentioned therein (technical specifications, product specifications, etc.), or those that are essential for the intended use.

e) For any defects in the goods and/or for lack of quality, the Purchaser reserves the right to terminate the contract by returning the goods with costs charged to the Supplier, or to demand replacement of the goods, or a cost reduction. The Supplier shall be obliged to compensate any damages resulting from defects in the goods and/or for lack of quality. In case of termination of the Agreement on the part of the Purchaser, the Seller shall immediately reimburse the price, if paid, of expenses and of payments made by the Purchaser in advance, along with the interests, in the measure of six points over the official discount rate. The interest shall be applied for the period between the date of payment made in advance and the actual date of reimbursement.

e) If the Purchaser decides to accept a defective product lot after selection, the cost of the same shall be established as 10% of the value of the supply, unless the Purchaser agrees in advance with the selling Supplier for a higher refund. Discards of the selection shall be returned with cost charged to the Supplier.

 

5) TERMS OF DELIVERY

a) The date by which the delivery must take place is absolutely the one stated in the order and cannot be delayed by the Supplier unless authorised otherwise by the Purchaser. Every dispute of the purchaser regarding a single delivery may affect the contract for subsequent deliveries. In the event of any delay, the Purchaser shall be entitled to either request fair compensation for damages from the Seller, or to cancel the order.

b) In case the asset or service supplied, to be used, needs the explicit start up intervention of the Supplier or a detailed test, complete delivery of the asset or of the service and the related payment shall be considered completed from the moment the Supplier has made its use possible (date of start up or after the agreed date of acceptance, after performance of the test), and the payments shall be effective from the start up date.

c) If the Supplier, for reasons of force majeur, is unable to punctually deliver the supplies, he shall promptly inform the Purchaser, doing everything within his power to find alternative solutions.

 

6) ACCESSORY PRICES AND CONDITIONS

a) The prices indicated in the orders and any accessory conditions cannot be modified by the Supplier, unless explicitly requested in writing by the Purchaser.

b) The invoices must be issued by the Supplier, in compliance with the established expiry dates, and must be addressed to the Purchaser (supplier accounts office), stating the order references, summary description of the goods and of the service provided, and the agreed amounts.

 

7) TRANSFER OF CREDIT

The Supplier shall not, in any case, transfer the credit matured with the Purchaser to third parties.

 

8) CONFIDENTIALITY CLAUSE

Any information regarding Ave S.p.A., with special reference to technical and market-related topics, that the Seller’s collaborators might come to know during supply-related relations shall be considered strictly confidential and shall not be disclosed to third parties for any reason whatsoever.

 

9) MISCELLANEOUS

a) No expiry of bank receipts near the closure dates of the company shall be allowed; hence, payments with expiry in August will be postponed to 15/09, and with expiry in December to 15/01.

b) Any subjective change in the original contract will neither be effective nor waived, unless it is explicitly accepted by the Purchaser.

c) All the terms indicated in the order and in these general conditions shall be considered as accepted without limitations for the sole purpose of processing the order. Any clause that clashes with indications in the order, stated in the Delivery Note, invoices and warranty documents, shall not be deemed valid by the purchaser unless it is explicitly accepted in writing by the same, regardless of the payment of the goods.

d) Any processing that the Supplier has to perform in the facilities of the Purchaser to carry out the task assigned by the latter shall be performed in total compliance with the laws that regulate and protect work safety. In this regard the Supplier, before entering the Purchaser’s company, shall contact the persons appointed by the latter to carry out the provisions established by the laws and regulations in force.

e) If the supplier, in order to process the Purchaser’s order, makes use of the purchaser’s proprietary equipment and moulds in total compliance with the terms established in the loan for use free charge agreement signed with the Purchaser and, when such an agreement is not present, to manage them carefully in compliance with the law.

f) The Purchaser commits to comply with and ensure compliance with the Code of Ethics, as described on Ave’s website: www.ave.it.

 

10) COMPETENT LAW COURTS

For any controversy the competent Judicial Authority shall only be the Brescia Law Courts.