Purchase conditions



  1. DEFINITIONS
    For the purposes of this General Purchase Agreement the following definitions shall apply:
    - MARCHESINI GROUP COMPANY means jointly the following companies:
    a) MARCHESINI GROUP S.p.A., with registered office in Via Nazionale n. 100 - 40065 Pianoro (BO) Italy;
    b) CORIMA S.r.l., with registered office in Strada delle Frigge n. 15 - 53035 Monteriggioni (SI) Italy;
    - SUPPLY means the goods purchased by one of the companies of the MARCHESINI GROUP COMPANY and/or supplied to one of the companies of the MARCHESINI GROUP COMPANY;
    - GENERAL CONDITIONS means the following General Purchase Agreement;
    - SUPPLIER means the natural person or legal entity the goods that constitute the SUPPLY of the MARCHESINI GROUP COMPANY are ordered from;
    - MARCHESINI GROUP COMPANY means individually one of the companies of the MARCHESINI GROUP COMPANY;
    - ORDER means the document addressed to the SUPPLIER through which one of the companies of the MARCHESINI GROUP COMPANY orders the purchase of the goods;
    - FRAMEWORK AGREEMENTS AND TERMS means documents which add to and extend these conditions for particular supplies of goods and services;
    - SPECIAL CONDITIONS means the specific clauses that are included in writing in the ORDER and if present in FRAMEWORK AGREEMENTS AND TERMS;
    - DOCUMENTATION means all the certificates, statements, technical instructions, use and maintenance manuals and, in general, all the information required by the ORDER, the applicable laws or the type or characteristics or use of the goods that constitute the SUPPLY;
    - FACTORY means the place of delivery of the goods specified in the ORDER.

  2. SCOPE
    1. These GENERAL CONDITIONS apply to all the ORDERS issued by a MARCHESINI GROUP COMPANY to the SUPPLIER.
    2. Except in the case of express exceptions and/or agreements subscribed by the MARCHESINI GROUP COMPANY, the GENERAL CONDITIONS shall apply also when the SUPPLY is received and/or accepted by the MARCHESINI GROUP COMPANY in the absence of an ORDER.
    3. The GENERAL CONDITIONS cancel, terminate and replace all previous agreements, contracts, negotiations and undertakings between the MARCHESINI GROUP COMPANY and the SUPPLIER.


  3. GENERAL PROVISIONS
    1. The GENERAL CONDITIONS constitute an integral part of the agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER. The conditions of sale of the SUPPLIER are not accepted by the MARCHESINI GROUP COMPANY. The GENERAL CONDITIONS thus cancel and replace entirely all the conditions of sale sent by the SUPPLIER and/or an agent and/or a commercial representative of the SUPPLIER.
    2. In case of conflicts between the clauses and conditions of the SPECIAL CONDITIONS and those of the GENERAL CONDITIONS, the SPECIAL CONDITIONS shall apply.


  4. OFFER AND PRICE
    1. The offers and price quotations of the SUPPLIER shall not determine an obligation to pay nor any other obligations for the MARCHESINI GROUP COMPANY. The offer of the SUPPLIER shall in any case conform to the request of the MARCHESINI GROUP COMPANY.
    2. The price of the SUPPLY will be the one specified in the ORDER. The price specified in the ORDER will be fixed and not subject to variations until the complete fulfilment of the ORDER, unless otherwise and subsequently agreed in writing.
    3. The price of the SUPPLY includes all the taxes and/or duties on the sale of the goods that constitute the SUPPLY, all value added taxes and all other taxes, charges and/or duties applicable to the SUPPLY.


  5. TERMS, PLACE AND MODES OF DELIVERY - TRANSPORT OF THE GOODS
    1. The place of delivery of the SUPPLY shall be the one specified in the ORDER.
    2. The terms of delivery of the SUPPLY will be specified in the ORDER and shall be considered binding and essential for the MARCHESINI GROUP COMPANY. In the absence thereof the SUPPLY shall be delivered carriage paid to (CPT) the FACTORY.
    3. Unless otherwise agreed in writing, the transport of the goods that constitute the SUPPLY (including packing, loading and shipping/transport costs) will be paid for entirely by the SUPPLIER, who will be exclusively responsible for any risk connected to the transport and for any loss and/or damage caused and/or incurred by/to the SUPPLY during the transport thereof.
    4. The transfer of ownership of the goods that constitute the SUPPLY will occur upon delivery and at the final destination of the SUPPLY.
    5. The SUPPLY, along with all the relevant DOCUMENTATION, shall be delivered within the terms of delivery specified in the ORDER.
    6. Except for what is expressly stated in art. 16, any failure to comply with the requirements of articles 5.1, 5.2 and 5.5 entitles the MARCHESINI GROUP COMPANY to refuse delivery of the SUPPLY.
    7. The delivery of the SUPPLY in the place agreed, without defects and complete with all the relevant DOCUMENTATION, shall constitute a condition for the payment of any invoice of the SUPPLIER.


  6. USE OF THIRD PARTIES (SUBSUPPLIERS AND/OR SUBCONTRACTORS)
    1. The SUPPLIER may only use third parties (including subsuppliers and/or subcontractors) with the prior written consent of the MARCHESINI GROUP COMPANY.
    2. The SUPPLIER shall remain in any case directly liable to the MARCHESINI GROUP COMPANY for the activities performed by third parties (including subsuppliers and/or subcontractors) and for any damage caused by them.


  7. CONFORMITY OF THE SUPPLY
    1. The SUPPLIER declares, guarantees and certifies that it will comply with and conform to all applicable laws and regulations during the complete fulfilment of the ORDER, including the provisions issued by the European Union and all national and local laws issued and/or valid in the countries where the transit of the SUPPLY will occur.
    2. The SUPPLIER also undertakes to conform to the technical specifications indicated by the MARCHESINI GROUP COMPANY, that constitute an integral and essential part of the agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER.
    3. The MARCHESINI GROUP COMPANY, in accordance with its Quality System, reserves the right to monitor and keep track of all non-conforming deliveries in order to perform an evaluation of the SUPPLIER.


  8. UNDERTAKING AS TO QUALITY AND FITNESS
    1. The SUPPLIER shall deliver the SUPPLY without defects and in conformity with the ORDER.
    2. The SUPPLIER warranties that the goods that constitute the SUPPLY are: a) in conformity with all the characteristics, standards, specifications and details required by the MARCHESINI GROUP COMPANY and/or specified in the ORDER; b) built perfectly, in compliance with best practice and/or with the most recent techniques and/or technologies known by the SUPPLIER; c) free from claims of third parties; d) suitable for their intended use and purpose.
    3. The warranty provided by the SUPPLIER shall last for 12 months from the date of the delivery of the SUPPLY. The MARCHESINI GROUP COMPANY and the SUPPLIER are free to agree, also in relation to individual ORDERS and/or individual deliveries, a longer term of warranty. Any waiver of the warranty will be considered valid only if expressed in written form by the MARCHESINI GROUP COMPANY.
    4. Possible defects of the SUPPLY shall be reported by the MARCHESINI GROUP COMPANY to the SUPPLIER within 60 days of discovery.
    5. In the case envisaged in art. 8.4, the MARCHESINI GROUP COMPANY will be entitled to, along with other initiatives, upon notifying the SUPPLIER and at the latter’s expenses: a) request of the SUPPLIER the complete replacement of the faulty parts and/or components within mandatory terms; b) return the SUPPLY; c) arrange the intervention of skilled workers in order to remove defects and/or flaws; d) refuse and/or suspend the payment for the SUPPLY, in full or in part, until the removal of the defect; e) pay for any claims deriving from what is indicated in clause c) using the amounts payable to the SUPPLIER for the SUPPLY and/or other SUPPLIES. Without prejudice to the further rights of the MARCHESINI GROUP COMPANY (also to damages) deriving from responsibility for the defects of the SUPPLY and from every other existing warranty of/against the SUPPLIER, within the limits of the value of the ORDER.


  9. RELEASE FROM LIABILITY
    1. The SUPPLIER shall adopt appropriate measures in order to prevent possible damage to persons or property as a consequence of the use of the goods that constitute the SUPPLY.
    2. The SUPPLIER shall indemnify, defend and hold harmless the MARCHESINI GROUP COMPANY for, from and against every claim, from whoever and for any reason pursued, as a consequence of any action and/or omission of the SUPPLIER, or its employees, collaborators, agents and/or subcontractors, related and/or connected to/with the fulfilment of the ORDER and/or the delivery of the SUPPLY.
    3. This article must be considered as an addition to every other right or remedy envisaged by the applicable law.


  10. TERMS OF PAYMENT
    1. The terms of payment shall be those specified in the ORDER.
    2. The SUPPLIER shall issue an invoice that reflects the data included in the ORDER. The invoice must be sent to the billing address provided by the MARCHESINI GROUP COMPANY. The period for payment shall begin when the invoice, issued according to such requirements, is received by the MARCHESINI GROUP COMPANY.
    3. Payment of the invoice does not constitute an acceptance of the conditions or prices, and thus shall not affect the rights of the MARCHESINI GROUP COMPANY in relation to the deliveries made and the right of the MARCHESINI GROUP COMPANY to object, for any reason, to one or more SUPPLIER invoices.


  11. ASSIGNMENT OF RIGHTS AND LIABILITIES OF THE AGREEMENT OR THE ORDER
    1. The SUPPLIER shall not assign the contractual rights and liabilities undertaken with the MARCHESINI GROUP COMPANY and/or the individual ORDER unless previously authorized in writing by the MARCHESINI GROUP COMPANY.
    2. The SUPPLIER is also expressly prohibited from transferring credit deriving from the agreement with the MARCHESINI GROUP COMPANY and/or the ORDERS received, unless previously authorized in writing by the MARCHESINI GROUP COMPANY.


  12. FORCE MAJEURE
    1. The obligations of the SUPPLIER deriving from the ORDERS or the GENERAL CONDITIONS will be considered suspended if an event of force majeure occurs.
    2. “Force majeure” means any event that is inevitable and cannot be controlled by the SUPPLIER that prevents the SUPPLIER from fulfilling its obligations.
    3. If the SUPPLIER wants to invoke force majeure, it must inform the MARCHESINI GROUP COMPANY of this intention within 30 days after the force majeure event has occurred.
    4. The SUPPLIER shall however provide full cooperation to the MARCHESINI GROUP COMPANY to limit the damage caused to the MARCHESINI GROUP COMPANY and undertakes to do everything that is reasonably necessary to avoid or reduce the consequences of the force majeure event.
    5. If the force majeure event continues for more than 30 days, the MARCHESINI GROUP COMPANY reserves the right to cancel the ORDERS and/or to terminate the agreement with the SUPPLIER, and nothing shall be owed to the SUPPLIER.


  13. DELAYED DELIVERY - PENALTY
    1. If the SUPPLIER cannot comply with the delivery date included in the ORDER, if this is not caused by a force majeure event, the SUPPLIER will be considered responsible for the damage caused by this delay and the MARCHESINI GROUP COMPANY will be entitled to a penalty, that cannot be reduced, determined as follows: 1% of the total value of the ORDER for every week of delay up to 5% of the total value of the ORDER, whatever the size of the SUPPLY or the type of DOCUMENTATION not delivered.
    2. The right to compensation for additional damage that the MARCHESINI GROUP COMPANY might have incurred is excepted from the above penalty and expressly reserved by the MARCHESINI GROUP COMPANY.
    3. The MARCHESINI GROUP COMPANY, in accordance with its Quality System, reserves the right to monitor and keep track of all the supplies that do not comply with the delivery date in order to perform an evaluation of the SUPPLIER.


  14. INTELLECTUAL PROPERTY RIGHTS – NON-DISCLOSURE CLAUSE
    1. The SUPPLIER shall not be entitled to claim any rights on the trademarks of the MARCHESINI GROUP COMPANY nor other intellectual and/or industrial property rights of the MARCHESINI GROUP COMPANY (including, but not limited to, the inventions, patents, know-how of every product, process, method, machine and/or device, trade secrets, distinctive signs, software, data and databases) and/or related to the products of the MARCHESINI GROUP COMPANY.
    2. The SUPPLIER also acknowledges as confidential business information belonging to the MARCHESINI GROUP COMPANY, among others (but not limited to), sales and marketing information, technical and technological information, know-how, plans and information concerning the needs of the clients, data, documents, manuals, processes, methods, intangible rights, contractual terms reserved for clients, agreements, licenses, software, financial information and any other information provided by the MARCHESINI GROUP COMPANY during the relationship with the SUPPLIER, and that these shall be considered confidential information also pursuant to art. 98 of Legislative Decree No. 30/2006 and shall be kept confidential and in the exclusive interest of the MARCHESINI GROUP COMPANY.
    3. The SUPPLIER undertakes to adopt all the necessary measures to ensure the confidentiality of the confidential business information received and/or in any way obtained and to protect the rights of the MARCHESINI GROUP COMPANY.
    4. Even after the termination, for any reason, of the agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER, the latter shall not be allowed to use, reveal, transmit, publish, copy, transcribe, transfer or reveal in any way to any person, company or other entity, one or more of the pieces of confidential business information of the MARCHESINI GROUP COMPANY without the prior written consent of the latter, and shall return to the MARCHESINI GROUP COMPANY and/or in any case destroy every copy and/or medium containing said information.
    5. In consideration of the utmost importance and the value of such information, in case of violation of the above-mentioned confidentiality obligations, the SUPPLIER shall pay to the MARCHESINI GROUP COMPANY a penalty, that cannot be reduced, of € 300,000.00.


  15. WITHDRAWAL
    1. The MARCHESINI GROUP COMPANY and the SUPPLIER may withdraw from this agreement at any time, providing at least 30 days’ notice, to be sent by registered letter with advice of delivery.
    2. Any ORDERS that still have to be fulfilled upon the date of withdrawal from the agreement shall be fulfilled by the SUPPLIER as previously agreed.


  16. EXPRESS TERMINATION CLAUSE
    1. This agreement shall be terminated in conformity with art. 1456 of the Civil Code with immediate effect, with prior written notice by the MARCHESINI GROUP COMPANY, if the SUPPLIER fails to fulfil any of the obligations set out in articles 5.1, 5.2, 5.3, 5.4, 5.5, 6.1, 7.1, 7.2, 8.1, 8.2, 9.1, 9.2, 11.1, 11.2, 12.3, 12.4, 13.1. 13. 3, 14.3, 17.2, 17.3.
    2. This agreement shall be terminated in conformity with art. 1456 of the Civil Code with immediate effect, with prior written notice by the MARCHESINI GROUP COMPANY, also if the SUPPLIER is declared bankrupt or subject to other insolvency procedures, or promotes a procedure of composition with creditors or is subject to receivership.
    3. Upon termination of the agreement pursuant to and by the effect of this article, the ORDERS that still have to be fulfilled will be considered cancelled.


  17. PROCESSING OF PERSONAL DATA
    1. The MARCHESINI GROUP COMPANY and the SUPPLIER mutually authorize each other to process the personal data that could be related to the fulfilment of the obligations outlined and/or in any way connected to the agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER, in compliance with EU Directive 95/46/EC and Legislative Decree No. 196/03 and subsequent amendments.
    2. The SUPPLIER undertakes to: a) keep the personal data of the MARCHESINI GROUP COMPANY strictly confidential and not to divulge them to third parties; b) process the personal data of the MARCHESINI GROUP COMPANY exclusively to the extent necessary and for the purpose of fulfilment of the agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER and according to the instructions received by the MARCHESINI GROUP COMPANY.
    3. The SUPPLIER shall adopt all the necessary measures in order to guarantee compliance with the obligations related to the personal data of the MARCHESINI GROUP COMPANY by its personnel, employees and non-employees.
    4. Upon termination, for any reason, of the agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER, the latter shall cease any processing of the personal data of the MARCHESINI GROUP COMPANY and return to the MARCHESINI GROUP COMPANY all copies and/or reproductions thereof in its possession.


  18. GOVERNING LAW
    1. The agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER, as well as the ORDERS, shall be governed, performed and interpreted pursuant to the laws of Italy.


  19. JURISDICTION
    1. For any disputes arising from and/or in any way connected to the agreement between the MARCHESINI GROUP COMPANY and the SUPPLIER and/or the ORDERS the Court of Bologna will have exclusive jurisdiction.


  20. PREVALENCE OF THE ITALIAN VERSION
    1. This agreement is written in both Italian and English language; however the MARCHESINI GROUP COMPANY and the SUPPLIER agree that the Italian version shall prevail.



Pursuant to and by the effect of articles 1341 and 1342 of the Civil Code the SUPPLIER explicitly accept and approves the following articles: 2 (scope of the General Purchase Agreement, cancellation of previous agreements); 3 (general provisions, prevalence over the supplier’s conditions), 4.2 (price not subject to variations); 5 (essential term for delivery, transport of goods: risks during transport, right to refuse the delivery); 6 (use of subcontractors and subsuppliers: restrictions and responsibility); 7.2 (conformity of the supply to the technical specifications); 8 (warranties: extensions and possible agreement, exception to the applicable norms on terms for reporting defects and relevant requirements, remedies); 9 (release from liability); 10.3 (non-binding nature of the payments); 11 (ban on the assignment of contractual rights and liabilities); 12 (force majeure: cancellation of orders, termination of agreement); 13.1 (delayed delivery and penalty); 14 (confidentiality obligation and penalty); 15 (right of withdrawal); 16 (express termination clause); 18 (governing law); 19 (jurisdiction); 20 (prevalence of the Italian version).