General conditions of purchase

1. GENERAL PROVISIONS

1.1 Applicability of these general conditions. These general conditions of purchase (hereinafter referred to as “General Conditions”) shall regulate every request for quote, every purchase order and every contract concerning the purchase of products (hereinafter referred to as “Products”) whose manufacturing, processing and/or supply is commissioned by Lainox Ali Group Srl (hereinafter referred to as “Purchaser”) to each of its suppliers (hereinafter referred to as “Supplier”) With the acceptance of the purchase orders made by the Purchaser, these General Conditions are also intended as fully accepted by the Supplier.

1.2 Any general conditions of sale of the Supplier, if present, regardless of where they are reported, do not apply, even partially, unless they have been approved in advance and in writing by the Purchaser.

1.3 In case of conflicting content, these general conditions of purchase, unless expressly waved by means of a written agreement with the Supplier, shall prevail over the general conditions of sale of the Supplier, even if the latter have been approved in writing by the Purchaser.

1.4 These General Conditions of Purchase apply even if not expressly referred to and undersigned in the individual purchase order sent by the Purchaser (hereinafter referred to as “Order”). They are also published and freely accessible on the website www.lainox.com.

1.5 Without prejudice to the above, should a supply agreement be in progress between the parties, the Order shall be governed exclusively by the conditions of such agreement.

2. SALE EXECUTION - PRICES

2.1 The Supplier must communicate its acceptance of the Order to the Purchaser within 3 working days from receipt using the IUNGO system. Alternatively, if it is not enabled, it can send a signed copy of the Order to the Purchaser or send its order confirmation. After 3 days, the Order will be considered confirmed in all its parts in any case.

2.2 The prices indicated in the Orders are fixed and include all charges, such as taxes, duties, as well as packaging, labelling, handling, transport and shipping costs, unless otherwise agreed in writing between the Parties. The payment terms are those agreed upon in individual Orders.

2.3 The supplier acknowledges that any variation and/or modification to orders, as well as their issue, shall remain the exclusive responsibility of the Purchasing Departments. Any negotiation or commitment undertaken by the Supplier by means of parties that are not part of the Purchasing Department will not be deemed valid and cannot in any case be made by the Supplier against the Purchaser.

2.4 Depending on its needs and unless otherwise agreed upon between the parties, the Purchaser has the faculty to change the content of the order (for example: quantity, delivery date, delivery location, etc.).

3. BILLING

3.1 The sales invoices issued by the Supplier must report i) Order number, ii) material code, ii) transport document number, iv) quantity of products, v) description of the goods, vi) unit price and total price, vii) VAT, viii) origin of the goods.

3.2 Without prejudice to the existence of disputes or any compensation, the Purchaser must make payments in the agreed forms and terms of payment.

4. DELIVERY

4.1 The products must be delivered by the Supplier within the terms and in the places reported in the Order. The delivery terms must be considered as essential and mandatory terms and for the exclusive benefit of the Purchaser.

4.2 Deliveries must comply with the quantities and times shown in the Purchase Order. The Purchaser reserves the right to return, at the Supplier’s expense, anything in excess with respect to the Order. If the Purchaser decides to accept the delivery anyway, even if in advance, the payment terms will in any case start from the delivery date established in the Order.

4.3 All Products must be (i) adequately packaged or in any case suitably prepared by Supplier for shipment in order to avoid damage, reach the lowest shipping and insurance rates and meet the requirements of the carrier, and (ii) shipped following the Purchase Order instructions. All costs incurred due to failure to comply with these terms shall be borne by the Supplier.

4.4 The products must come with the transport document, which must report in detail: i) Order number, ii) material code and description, iii) unit of measurement, iv) quantity, v) number of packages, vi) weight and vii) origin of the goods. If the Purchaser so requires, the Supplier must issue the EC Declaration of Conformity to all applicable Directives and Regulations.

4.5 The Supplier must immediately notify the Purchaser in case of any delay in delivery with respect to the expected deadlines and do whatever is necessary at its expense to speed up delivery.

The Purchaser is entitled to revoke and/or cancel and/or reject any order if delivery is not expected and/or carried out within the terms.

4.6 If there is a delay in the delivery of the Order and such delay has not been duly communicated in advance, the Purchaser also reserves the right to charge the Supplier 1% of the total amount of the Order for each week of delay, or its portion up to a maximum of 5%, starting from the eighth day of delay in delivery.

The right of the Purchaser to take action for compensation for further damages remains unaffected.

5. ACCEPTING THE GOODS

5.1 Acceptance by the Purchaser of the delivered products does not constitute a confirmation of their conformity with the Order, not even with reference to any apparent defects; therefore, the Purchaser has no obligation to unpack the products upon acceptance. In any case, the products received by the Purchaser are deemed accepted subject to verification of their quantity and quality.

5.2 The Purchaser has the right to report to the Supplier, even following receipt and regardless of any payment of the relevant invoices, the non-conformity of the products delivered or the presence of faults or defects with respect to the Order. In this case, the Supplier must remedy such non-conformities and replace the faulty and defective goods in good time, taking into account the Purchaser’s work planning needs.

5.3 As regards the filing and technical-administrative management of the non-conformity claim, the Purchaser reserves the right to charge the Supplier 50 Euro for each claim. The Supplier is free to demonstrate that the product is conforming and free from defects and that the Purchaser has made an incorrect assessment. In the latter case, there will be no charge.

5.4 Should the delivered products require selection, rework, repair or other interventions by the Purchaser to avoid production downtime, the Supplier will be charged 35 Euro per hour for each operator that carries out such activities.

6. COMPOSITION OF THE PRODUCTS

6.1 The Supplier guarantees the Purchaser that the Products are (i) compliant with the agreed drawings and technical specifications, (ii) compliant with Directive 2011/65/EC, the so-called RoHS and Regulation (EU) 2017/821 (the so-called conflict minerals) of the European Union as amended, as well as all regulations on environmental and health matters and other regulations in force in Italy and in the place of destination of the Products, provided that such place has been made known to the Supplier prior to delivery, and (iii) free from any defects, including manufacturing, design and material defects.

6.2 The Supplier is obliged to notify the Purchaser regarding all the substances and their concentration present in the supplied products; in particular, it must be demonstrated, by means of adequate communication (certification), that all obligations concerning the implementation of the provisions contained in regulation no. 1907/2006/EC (REACH) as amended, have been fulfilled. Furthermore, the Supplier undertakes to inform the Purchaser of any technical variations in the product supplied.

6.3 For Products that the Purchaser will use in direct or indirect contact with food, the Supplier must send the Purchaser the declaration of conformity with Regulations no. 1935/2004/EC and no. 2023/2006/EC also specifying which types of tests have been performed on the Products to confirm their conformity.

6.4 Should any of the certifications or declarations sent by the Supplier be false, non-compliant, incomplete, unsuitable or cause any damage to the Purchaser, the latter reserves the right to file a claim for compensation for the damages suffered.

7. GUARANTEE

7.1 Unless otherwise agreed, the Supplier guarantees the correct functioning of the products for a period of 12 (twelve) months from the date of delivery of the products. In any case, the implementation of articles 1490 et seq. of the Italian Civil Code shall remain unaffected.

7.2 The costs for the return of defective products shall be borne exclusively by the Supplier; defective and/or non-compliant products shall be transported on the sole behalf and at sole risk of the Supplier.

7.3 Should the Purchaser be liable towards third parties for any damage deriving from the Products, due to breach by the Supplier of the guarantees referred to in article 6 of this agreement, the Purchaser shall promptly inform the Supplier about it, who undertakes to indemnify and hold the Purchaser harmless from any and all losses, damages, charges, costs or expenses, including legal fees, that the Purchaser may have to bear due to any possible claim or legal action by third parties.

7.4 The Supplier guarantees that the Products supplied do not infringe any patent, copyright or other third-party intellectual or industrial property right and undertakes to indemnify and hold the Purchaser harmless from any request, demand, damage or expense arising from third party claims.

8. CHANGES TO THE PRODUCTION PROCESS

The Supplier is required to notify the Purchaser, with sufficient written advance notice, and in any case no less than 30 days in advance, of any intention to modify the production process and/or move the manufacturing location of the product and/or materials and/or sub-suppliers.

9. GOODS OWNED BY THE PURCHASER

9.1All equipment, moulds, technical drawings and other materials supplied by the Purchaser to the Supplier or made by the Supplier when executing the Order or which have been paid for by the Purchaser, are and will remain the property of the Purchaser.

9.2 Each of the goods owned by the Purchaser will be marked and duly identified by the Supplier as owned by the Purchaser, and will be stored safely, at the Supplier’s expense.

9.3 The Supplier is required to take out an insurance for the moulds and equipment owned by the Purchaser against theft and fire, at its own expense.

9.4 Ordinary and extraordinary maintenance of the Moulds must be carried out by the Supplier.

9.3 The Supplier is expressly prohibited from using and reproducing such documents and materials for purposes other than the current supply relationship existing with the Purchaser.

9.4 Upon termination of the supply relationship or in any case at the request of the Purchaser, the Supplier must return the equipment to the Purchaser, complete with all its parts.

10. SUBCONTRACTING

If the Supplier subcontracts the production of the products to third parties, the Supplier will remain exclusively responsible against the Purchaser for the fulfilment of the obligations and duties envisaged in the order and in these General Conditions.

11. CONFIDENTIAL INFORMATION

11.1 Information of a technical or commercial nature (for example: drawings, perspective drawings, calculations, documents, formulas, correspondence, customer lists, models, samples) (collectively referred to as “Information”) that are communicated to the Supplier for the design, testing, development and manufacturing of the Products/services, as well as the related right of economic exploitation, shall remain the exclusive property of the Purchaser.

11.2 The Supplier acknowledges that these General Conditions do not constitute a licence to use the aforementioned information. The Supplier undertakes to (i) not disseminate, communicate or disclose, during the relationship and even after its termination, the Information provided by the Purchaser or of which the Supplier becomes aware while executing the Order (ii) use such Information exclusively to the extent strictly necessary for the execution of the Order; (iii) return all the aforementioned Information upon request of the Purchaser.

12. SAFETY DATA SHEETS

The Supplier must provide the Purchaser the safety data sheet relating to consumables and dangerous and non-dangerous substances/products, in order to give adequate information regarding the dangers of the chemical substances and chemical formulations present in the supplied product. This safety data sheet must be provided before or upon the first supply of the product, and any time the Purchaser requests it.

It can be on paper or digital and must be drawn up in compliance with the EU Regulation in force.

13. APPLICABLE LAW - JURISDICTION

13.1 All agreements entered into following these General Conditions shall be subject to Italian law, to the exclusion of any other right.

13.2 All disputes that may arise regarding the aforementioned purchase agreements shall be subject to Italian jurisdiction and the Court of Treviso (Italy) shall have exclusive jurisdiction.

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