REV. 01 - 14/02/2020

1. Introduction

1.1. These General Purchasing Conditions are an integral part of every purchase agreement stipulated between CAME S.p.A. and/or companies in the CAME group (hereinafter “Buyer”) and the supplier of components/products (hereinafter “Supplier”). Any other conditions shall not be valid unless expressly accepted in writing by the parties thereto. 

1.2. These General Purchasing Conditions apply even when they are not expressly mentioned or subscribed to in any purchase orders sent by the Buyer (hereinafter “Order”).

1.3. These General Purchasing Conditions shall be effective until they have been expressly revoked by the Buyer and replaced by new conditions.

1.4. These General Purchasing Conditions do not bind the Buyer to send any future supply orders to the Supplier.
2. Entry into force of the contract– Prices

2.1. The Supplier must notify the Buyer that it has accepted the Order within 5 (five) working days of receiving it, by sending a signed copy of the Order to the Buyer. Once this term has elapsed the Order shall be considered confirmed in all of its parts. 

2.2. Prices, listed or mentioned in the Order, are fixed and shall not vary; they include packaging and shipping costs.
3. Billing

Sales invoices issued by the Supplier must show the following: i) Order number, ii) material code, iii) delivery note number, iv) product quantity, v) description of the goods), vi) unit price and total value , vii) VAT, viii) origin of the goods. 
4. Place and terms of delivery

4.1. The products must be delivered to the Supplier within the terms and in the places mentioned in the Order. The agreed delivery terms are mandatory and to the exclusive benefit of the Buyer. The Supplier must then deliver the products within the term mentioned in the Order but not before its expiration date, unless expressly requested by the Buyer. 

4.2. The Buyer may refuse goods delivered in advance in respect to the delivery term indicated in the Order and return back to the Supplier, with costs and expenses to be paid by the latter. . If the Buyer were to accept the early delivery of the goods, the payment terms shall take effect from the delivery date specified in the Order.

4.3. The products must be accompanied by a delivery note indicating the following: i) Order number, ii) material code and description, iii) unit of measure, iv) quantity, v) number of packages, vi) weight and vii) origin of the goods. If the Buyer requests it, the Supplier shall also issue a CE Declaration of Conformity regarding all applicable Directives and Regulations.

4.4. Unless otherwise agreed between the parties hereto, the risk of damage and/or loss of the products transfers from Supplier to Buyer exclusively when the goods have been unloaded at the place specified in the Order. The risk of loss of and/or damage to the products is therefore borne by the Supplier, even when the carrier is chosen by the Buyer. The Supplier shall also be liable for any damage or loss of the products, after delivery, if due to unsuitable or defective packaging.
5. Accepting the supply

5.1. The Supplier undertakes to supply products that are perfectly made in state-of-the-art fashion and which comply with the technical specifications in the Order, as well as with current applicable regulations. 

5.2. Acceptance of the products delivered to the Buyer does not constitute acknowledgement of the products’ compliance with the requirements of the Order, including in reference to any visible defects. The Buyer is therefore not obliged to unpack the products upon receiving them. In any case, products received by the Buyer are deemed as accepted subject to the quantity and quality being checked. Claims can be lodged after the terms established by the Italian Civil Code and, in any case, no later than 2 (two) months after the products have been delivered.

5.3. Payments shall be made only on the condition that the products be delivered within the agreed terms and that they be free of defects or non-compliances. 

5.4. If the products are imported from non EU countries, the Supplier guarantees that it has complied with all due requirements, whether in relation to customs, administration or other matters.

5.5. The Buyer has the right to refuse any deliveries that differ from the Order in terms of quantity. Any ensuing costs shall be borne by the Supplier, according what is stated in paragraph 7.3.  
6. Packaging

6.1. Unless otherwise stated, the label on the packages must show: i) Buyer item code and description, ii) manufacturer code, iii) quantity, iv) Order/purchase agreement number, v) manufacturing lot number.

6.2. The packages must be identified individually with tape containing the requested data in a legible format and also with an EAN13 format barcode where possible.
7. Warranty

7.1. Unless otherwise agreed, the Supplier warrants for the proper functioning of the products for a period of 12 (twelve) months from the product's delivery date. Articles 1490 et seq. of the Italian Civil Code shall continue to apply.

7.2. If the products are defective or lack any of the technical qualities stated in the Order, the Buyer shall have the right to: i) refuse the products and return them on a freight collect basis to the Supplier who will refund any price already paid to the Buyer; ii) request that any defective/non-compliant products be replaced or repaired for free with any shipping, repair or replacement costs being borne by the Supplier; iii) request a price reduction. Whenever possible, if the Buyer so requests, the warranty shall also apply to any products sold and delivered to the Buyer’s customers. In any case, the Buyer may still ask for any damages it has incurred.

7.3. Any costs involved in returning defective products shall be borne exclusively by the Supplier; liability for transporting the defective and/or non-compliant products, as well as the risk, shall be exclusively borne by the Supplier. Any costs incurred to move and stock said products, as well as any other additional costs, shall be borne by the Supplier.

7.4. A further 6-month warranty period shall start from the product’s replacement/repair date.

7.5. The Supplier guarantees that the products are delivered free of any pledges, or other guarantees or collateral, and from any retention of title.

7.6. The Supplier holds and keeps harmless the Buyer from liability for any damage caused to third parties by any faulty supplied products. In particular, the Supplier declares to hold the Buyer harmless from all costs ensuing from requests for compensation or damages from third parties in relation to damage incurred from using said products, including any legal procedural or out-of-court costs brought against the Buyer.
8. Changes to the manufacturing process

The Supplier shall notify the Buyer, in advance in writing, of any intentions to change the manufacturing process and/or the manufacturing location of the products and/or materials and/or subcontractors.
9. Industrial and intellectual property

The Supplier guarantees that the supplied products do not infringe any third-party patents, copyrights or any other intellectual or industrial property rights, and undertakes to hold harmless, release from liability, and compensate the Buyer against any request, petition and damage or cost deriving from any third-party claims.
10. Technical literature – Equipment – Moulds

10.1. The Supplier shall carefully and scrupulously keep confidential the drawings, samples and all documents and/or material received from the Buyer, and shall return them at the end of the contractual relationship and, in any case, if the Buyer were to request it. The Supplier is expressly prohibited from using and reproducing said documents and materials for reasons other than the current supply agreement with the Buyer.

10.2. The Supplier shall keep suitable records of the results of tests, checks and examinations performed on its own production as well as that of any subcontractors involved. These results must be presented on request from the Buyer. The Supplier shall keep said records for at least 3 (three) years.

10.3. In any case, the Supplier must store all of the documentation mentioned above in Article 10.2 for even longer periods, in case of any legal disputes in or out of court. The documents must be kept until any such dispute has been resolved.

10.4. The Supplier shall, according to due diligence, keep the Buyer’s moulds and equipment located at its facilities exclusively for manufacturing purposes (hereinafter “Moulds”).

10.5. Ordinary and extraordinary maintenance of the Moulds is the Supplier’s responsibility.

10.6. The Supplier is also responsible for insuring the Moulds against theft and fire, at its own expense. 

10.7. Upon termination of the supply agreement or if so requested by the Buyer, the Supplier shall have to return the Moulds to the Buyer, complete with all of their parts.

10.8. The Supplier shall have to pay all direct and indirect damages deriving from any damage and/or breakage of the Moulds that it has caused.
11. Confidentiality

11.1. The Supplier shall not use or disclose directly, indirectly, through any third party, entity or company, to any third parties, even after the contractual relationship with the Buyer has terminated, regardless of the reason for termination, any information and or data communicated by the Buyer or that the Supplier has learned (in any form, written, verbal, electronic, via direct or indirect viewing or any other intelligible form) as part of or in complying with the agreement itself, especially referring to the technical specifications communicated by the Buyer, to the Buyer’s products, the manufacturing processes used when undertaking the contractual obligations in question, the Buyer’s company, etc..

11.2. The binding provisions in the previous paragraph also apply to news about the Buyer which the Buyer deems confidential.
12. Visits to the Supplier

The Buyer reserves the right to visit the Supplier’s facilities, with prior notice, to assess the organisation of the manufacturing processes (plant, labour, incoming materials, processing techniques, testing, shipping, etc.)
13. Referrals

The Buyer’s name may be used as a referral by the Supplier only if authorised in writing by the Buyer.
14. Liquidated damages 

14.1. For any delays in delivery that do not cause production-line stops, the Buyer will charge a an amount of 1% of total Order amount for each week of delay or fraction thereof, up to a maximum of 5%, starting from the eighth day of delivery delay, as liquidated damage.

14.2. If the delivery delays cause production stops, then the amount charged as liquidated damage amounts to 1,000 Euros per line per day.

14.3. If the products present any defects that require selection/reprocessing/repairs, then the Supplier will be charged an amount of 25 Euros per person per hour.

14.4. For initiating and conducting the technical and administrative aspects of the procedure, a sum of 150 Euros per non-compliance will be charged.

14.5. Any sums due as liquidated damages will be invoiced by the Buyer or withheld from the sums due to the Supplier, where there is capacity to do so.

14.6. This is without prejudice to the right of the Buyer to seek further damages.
15. Safety sheets

The safety sheet for consumption materials and hazardous and non-hazardous substances/products must be provided by the Supplier to properly inform the Buyer of the dangers of the chemical substances and compounds in the supplied product. The sheet must be provided before or during first delivery of the product, and any time that the Buyer should request it.
This can be in hardcopy or electronic format and must comply with Annex I COMMISSION REGULATION (EU) 2015/830; it must be drafted in Italian and must show the date of compilation and of any amendments.

The Supplier must notify the Buyer of any substances involved and the corresponding concentration in the products supplied. In particular, the Supplier must prove that it has complied with all of the obligations related to the application of the provisions stated in EC Regulation no. 1907/2006 (REACH) and subsequent changes and additions by providing the relevant certification. The Supplier also undertakes to inform the Buyer of any technical variations to the supplied product.
17. Subcontractors

17.1. The Supplier may, at its own exclusive responsibility and after receiving written authorisation from the Buyer, entrust, entirely or in part, the manufacturing of the products to third parties, and in so doing undertake to make sure that said third parties comply with the duties and obligations required by the Order and in these General Purchasing Conditions. It is understood that said third parties do not in any way enter into a contractual agreement with the Buyer; consequently, the Supplier shall remain the only and exclusive liable party for the Buyer in terms of complying with the contractual agreement.

17.2. Given the fiduciary nature of the relationship, the Buyer reserves the right to terminate, with immediate effect, the agreement, should it establish that the subcontractor appointed by the Supplier does not have the necessary experience, skills, technical or professional capacity, equipment, staff, or technologies.
18. Privacy 

18.1 In accordance with EU Regulation 2016/679 on the protection of personal data, any personal data transmitted by the parties will be processed to give execution to this agreement, as well as in order to allow the fulfilment of all the various administrative, commercial, accounting and tax activities arising from the agreement. Each party undertakes to treat the data and information transmitted under confidentially and not to disclose them to unauthorized persons, nor to use them for purposes other than those for which they were collected or to transmit them to third parties other than those indicated below. Personal data may be communicated only to subjects delegated to carry out the activities necessary for the execution of the contractual commitments undertaken. The acquired data will be kept for a period of time not exceeding that necessary for the purposes for which they were collected or subsequently processed and in compliance with the statutory limitation periods.

18.2 The rights referred to in articles 15 and following of EU Regulation 2016/679, including the right to request access to personal data, rectification or cancellation of the same, limitation / opposition to processing, exercise of the complaint to the supervisory authority competent in the matter, Guarantor for the protection of personal data. The communication of personal data is a contractual obligation, as a necessary requirement for the fulfilment of the Contract.

19. Code of Conduct 

The Supplier acknowledges to have read the Ethic Code and the Organizational Model of CAME published on the web site 
Compliance with such Ethic Code and Organizational Model constitutes an essential part of the obligations arising out of the agreement. Should the Supplier breach such Ethic Code and/or Organizational Model CAME shall have the right to terminate this agreement pursuant to Article 1454 of the Italian Civil Code. 

20. Court of jurisdiction – Applicable law

20.1. These General Purchasing Conditions are subject to and must be interpreted according to Italian law, excluding any other law. 

20.2. All disputes and controversy that may arise out of the above-mentioned purchase agreements shall be referred to Italian jurisdiction and exclusively to the Court of Treviso (Italy).  



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