Conditions of purchase

1. General Terms

1.1.
The present purchase general terms (the “PGT”), as integrated by the purchase order if present, are an integral, inseparable and essential part of all contracts for the purchase of products, services or works (the “Product”) concluded by Elettronica Conduttori S.r.l. (“Elettronica Conduttori”) with its suppliers (the “Supplier”), whatever the form in which the same are entered (e-mail, letter, fax, telephone, etc.).

1.2.
The PGT are deemed accepted by the Supplier even in the absence of explicit acceptance and prevail over any general conditions of the Supplier. Morever, the PGT will also govern the previous purchase orders and supersede any previous relationship and / or general conditions of sale of the Supplier, whether printed or handwritten, and with respect to prior estimates, offers and order confirmations.

2. Packaging and Shipping Documents

2.1.
The Products must be packaged in compliance with the purchasing specifications or according to what is stated in the purchase order. In the absence of precise requirements, the packaging must be done according to the rules and standards in force in the EU member states.

2.2.
Any damage caused to the Products due to a packaging not compliant to the provisions in Clause 2.1 is the sole responsibility of the Supplier.

2.3.
The costs for the packaging of the Product are included in the purchase price of the Product.

2.4.
If feasible, each packaging unit must clearly state on the outside in a legible way any particulars required by the rules in force in EU Member States, as well as particulars relating to special storage conditions. The following must also be stated: details of the Products, batch number, quantity delivered, gross and net weights and length expressed in meters where applicable.

2.5.
The Products must be accompanied by a shipping document filled-in in compliance with the applicable law and by the packing list. Destination of the ordered Products, total weight, number of packages, quantity, name of the goods and Elettronica Conduttori codes, lot number, purchase order number and date, as well as any other indication required must be clearly stated in the shipping document.

2.6.
The Supplier undertakes to pay damages resulting from any delay, loss or damage of the Products due to deficiencies in packaging, identification and delivery.

3. Delivery Dates

3.1.
The delivery dates shown in the purchase order and in the order confirmation are of the essence for Elettronica Conduttori in accordance with art. 1457 of the Italian Civil Code. Therefore, any changes to the delivery dates must be expressly accepted in writing by Elettronica Conduttori.

3.2.
In the event that the Supplier fails to deliver, all or in part, the Products along with the relevant documents by the deadline and in compliance with the purchase order, any loss of production costs incurred by Elettronica Conduttori will be borne by the Supplier without prejudice to any further damage.

3.3.
In addition, the Supplier is liable to compensate Elettronica Conduttori for any and all the damage that Elettronica Conduttori may suffer as a result of failure or delay in performance, as a whole or in part, of the purchase order, as well as for damages, penalties and interests which Elettronica Conduttori may be required to pay to its customers as a consequence of failure to meet its commitments because of the failed or delayed delivery of the Products.

4. Deliveries

4.1.
The Parties agree that the Products are delivered DAP Elettronica Conduttori plant Incoterms® 2010, unless otherwise agreed in writing by the Parties.

4.2.
Notwithstanding the application of the Incoterms® rule stated in Clause 4.1 or the other one determined by the Parties in other written document, the Parties agree that the ownership of the Products, and thus the risk of damage or destruction, is transferred to Electronic Conductors when, in addition to the Products, all the documents needed for shipments of the Products, as well as all technical documents and certificates required, are supplied to Elettronica Conduttori.

5. Acceptance

5.1.
The simple delivery or the payment of the Products can not be considered as acceptance of the Products. The Products are deemed accepted only after the tests carried out by the Quality Department of Elettronica Conduttori.

5.2.
The Supplier guarantees that the quantity of the Products is compliant with both the purchase order and the shipping document. In the event that, when inspecting the Products, the quantity of the Products is not compliant, Elettronica Conduttori can exercise, upon its sole discretion, one or more of the following rights:

• acceptance of the quantitative differences with the right to correspondingly alter the quantity of the subsequent supplies;
• refusal of the excess quantity of the Products at the expense and risk of the Supplier;
• request that the Supplier immediately deliver the missing quantity of Products, it being understood that any greater burden or expense for the immediate integration will be borne by the Supplier.

6. Compliance

6.1.
The Products must comply with the plans, the technical documentation (specifications, standards, drawings, etc.) of Elettronica Conduttori. If the technical documentation can not be provided, the samples sent by the Supplier to Elettronica Conduttori and approved by Elettronica Conduttori or the samples sent by Elettronica Conduttori to the Supplier, on a case by case basis, will be the reference.

6.2.
All technical changes, however modest, must result from specific amendment approved in writing by Elettronica Conduttori.

6.3.
In addition, the Products must comply with the characteristics and regulations, laws and rules in force in the EU Member States, in particular with reference to the rules on hygiene, safety and environmental protection.

6.4.
The Supplier undertakes to keep Elettronica Conduttori harmless and indemnified against any consequences or claims for damages that may result from failure of the requirements set out in the present Clause 6.

6.5.
Upon request of Elettronica Conduttori, the Supplier will provide the certificate of origin of the Products.

6.6.
The Supplier undertakes to provide the certificates of conformity and test stating the measured values on the characteristics listed in the purchase technical specification of purchase for each delivery.

7. Changes to Quantity, and Variations

7.1.
In the period between the issuance of the purchase order by Elettronica Conduttori and the date of performance of the same by the Supplier, Elettronica Conduttori has the right to request in writing to the Supplier changes to the quantities and / or variations on Products.

7.2.
The Supplier undertakes to fulfill these requests.

7.3.
In the event that such changes or variations entail increases or decreases in costs to be incurred by the Supplier or by Elettronica Conduttori and / or changes to the terms of delivery of the Products, relevant adjustments of prices and terms of delivery will be agreed by Elettronica Conduttori and the Supplier in a dedicated written amendment to the purchase order.

8. Fixed Prices

8.1.
The prices of the Products are fixed and invariable with explicit waiver by the Supplier to any request for price increases.

8.2.
Any price increase must be notified by the Supplier and, in any case, will be deemed valid and binding upon Elettronica Conduttori only if previously accepted by it in writing.

9. Invoicing and Payments

9.1.
The invoice regarding the Products must contain the exact name of Elettronica Conduttori including the VAT number, the number and date of the shipping documents, the purchase order number, the measure unit, the list of the goods in the progression of the shipping documents.

9.2.
In order to comply with the payment terms agreed, invoices must be received by Elettronica Conduttori no later than the 5th day of the month following the billing date, preferably in electronic format by e-mail.

10. Warranties

10.1.
The Supplier warrants that the Products are free from defects, faults, non-compliance observed at any time, before or after use by Elettronica Conduttori, and after delivery to the customers of Elettronica Conduttori for commercial purposes.

10.2.
The Parties agree that the guarantee against defects and faults of the Products lasts 24 months from the date of delivery.

10.3.
In the event that any faults, defects or non-conformity of the Products occurs, Elettronica Conduttori can exercise, upon its sole discretion, one or more of the following rights:

• refusal of the entire batch of supply;
• refusal only of the defective goods charging the Supplier for expenses incurred in the selection of the same;
• fully charging to the Supplier the expenses incurred in non-production of Elettronica Conduttori;
• fully charging to the Supplier the expenses incurred by Elettronica Conduttori for technical assistance in favor of the customer for the replacement of defective products and any other cost which may be charged to Elettronica Conduttori.

10.4.
The Supplier is responsible towards Elettronica Conduttori for any defect, faults or non-compliance of the Products, although resulting from manufacturing and / or materials purchased by the Supplier from its sub-suppliers.

11. Drawings, Technical Documentation, Confidentiality

11.1.
The Supplier, also on behalf of its employees and / or suppliers, is obliged not to disclose and not to allow third parties to make copies and / or otherwise use directly and / or indirectly, in any form, the drawings and any other technical document received by Elettronica Conduttori in relation to the purchase order.

11.2.
Upon request, even oral, of Elettronica Conduttori, the Supplier undertakes to return to Elettronica Conduttori the drawings and other technical documents received in connection with each purchase order of Products. The Supplier further undertakes to maintain (and to have its employees and suppliers to do the same) strict confidentiality in relation to the aforementioned drawings and documents; failing to do so will allow Elettronica Conduttori to terminate the agreement and claim damages.

11.3.
The Supplier will not disclose information regarding the purchase orders sent by Elettronica Conduttori for advertising purposes unless expressly authorized in writing by Elettronica Conduttori.

12. Withdrawal

12.1.
Elettronica Conduttori has the right to withdraw from the purchase order at any time with immediate effect by promptly informing the Supplier in writing. The Supplier will be reimbursed of only the actual costs incurred up to the date of withdrawal, less the market value of all the reusable or saleable materials and equipment.

13. Express Termination Clause

13.1.
The failure and/or incorrect and/or delayed fulfillment of even one of the obligations undertaken by the Supplier under Clauses 6, 8, 11 and 15 of the PGT legitimates Elettronica Conduttori to terminate with immediate effect the purchase order pursuant to art. 1456 of the Italian Civil Code without prejudice to compensation for damages.

13.2.
In any case of termination of the agreement, upon simple request of Elettronica Conduttori, the Supplier will return at its own expense, no later than five days, all the materials and documents received in connection with the purchase order. The Supplier waives the right to raise any exception, action and reason intended to refuse and/or delay such a restitution. The Supplier can not exercise any right of retention of such materials and/or documents, nor may exercise any right, until after the full restitution of them.

14. Third Party Rights

14.1.
The Supplier undertakes to keep Elettronica Conduttori and/or the customers of Elettronica Conduttori harmless and indemnified against any and all claims for payment which might be submitted at any time by any suppliers of the Supplier due to job performances or services related to the Supplier’s work.

14.2.
In the event that the Supplier fails to pay or to extinguish such a right or in any case to the satisfaction of the claim within 15 days from the receipt of the notification, Elettronica Conduttori will be entitled to deduct or withhold the sum required to extinguish such claim or right from the payments due to the Supplier until such a claim is revoked and the entire amount of risk is extinguished.

15. Assignment of the agreement and sub-suppliers/subcontractors

15.1.
The purchase order and/or its performance can not be assigned, either totally or in part, without the prior written consent from Elettronica Conduttori.

15.2.
Should Elettronica Conduttori authorize the Supplier to subcontract to third parties, all the obligations and provisions of the PGT will be including and applicable to subcontractors.

15.3.
The authorization of Elettronica Conduttori will not relieve the Supplier from the obligations arising from the purchase order and the PGT.

15.4.
If, during the progress of the supply, Elettronica Conduttori deems in its sole opinion that the sub-contractor is unable to perform the work and the progress of the supply is likely to have a delay with respect to the contractual terms of delivery, Elettronica Conduttori will have the right to give notice in writing to the Supplier, who will be obliged to comply, to terminate the sub-contract as soon as possible with the obligation for the Supplier to fulfill its commitments.

16. Non assignability of the credit

16.1.
Unless otherwise agreed in writing, transferability of the Supplier’s credit is forbidden with the consequent responsibility towards Elettronica Conduttori for each violation of said provision.

17. Force majeure

17.1.
The contractual terms of delivery may be modified without any penalty being applied to the Supplier if a force majeure event occurs during the contractual terms of delivery; events of force majeure are only those caused by acts of government, wars, riots, insurrections and sabotage, fires and floods, epidemics, explosions, strikes as a national level. The Supplier will promptly notify by registered letter to Elettronica Conduttori the beginning and the end of possible events of force majeure.

17.2.
At the end of each event of force majeure, the Supplier must send to Elettronica Conduttori supporting documentation certified by the local Chamber of Commerce. Failure to timely notification of the occurrence of the events will make void the rights of the Supplier for the application of Clause 17. The delivery dates will be extended for a period equivalent to that resulting from the certified force majeure event. Elettronica Conduttori reserves the right to claim the refund of amounts paid to the Supplier in excess to what was owed.

17.3.
In no case delays of the subcontractors of the Supplier will be considered force majeure events.

17.4.
If the event of force majeure leads to a delay in delivery exceeding 30 days or shorter but incompatible with the production process of Elettronica Conduttori, the latter will be entitled to terminate the purchase order, in whole or in part, at any time by sending a simple written notice to the Supplier. In this case, the Supplier will be paid only the materials that can be collected and used by Elettronica Conduttori.

18. Inspections at the Supplier’s premises

18.1.
Elettronica Conduttori has the right, upon its sole discretion and without having to provide any justification, to perform inspections at the Supplier’s premises in order to verify the adequacy of the quality system and the process adopted by the Supplier and to control the working methods and/or the implemented tests.

18.2.
Elettronica Conduttori will agree with the Supplier the date and modalities of each visit.

19. Applicable Law and Jurisdiction

19.1.
The PGT are governed by Italian law.

19.2.
The parties agree that the Court of Turin (Italy) has exclusive jurisdiction over any disputes arising out of the purchase order or the PGT.