GENERAL PURCHASING TERMS AND CONDITIONS
For the purposes of these general purchasing terms and conditions, the following terms shall have the meaning assigned to them below:
“San Benedetto”: Acqua Minerale San Benedetto s.p.a., with headquarters in Viale Kennedy 65, Scorzè (VE), Italy, enrolled in the Venice Companies’ Register, registration number and tax code 00593710247;
“Supplier”: the company, body, individual or corporate entity indicated in the order which shall have to supply San Benedetto with goods or services;
“GTC”: these General Purchasing Terms and Conditions version “GPTC 1-2009” available on the website www.sanbenedetto.it;
“Parties”: San Benedetto and the Supplier;
“Supply”: the provisions of goods and/or services which the Supplier must carry out in favour of San Benedetto;
“Order”: the purchase order issued by San Benedetto containing the Specifications;
2. GENERAL PROVISIONS
These GTC apply to the extent that the Order, to which the same refer, does not establish otherwise. Should this occur, the provisions of the Order shall apply.
The contractual relationship is finalised between the parties when the Order is signed by the Supplier by way of acceptance. In any event, the GTC and the Order are understood to be tacitly accepted once 15 days have elapsed from the sending of the Order or, if should this occur beforehand, when the execution of the supply by the Supplier has commenced.
Any amendments or additional conditions to these GTC and the Order shall only be valid if agreed in writing between the Parties.
The GTC shall also apply to the Supplies carried out by the same Supplier subsequent to the first, without the need for them to be signed again.
The Supplier undertakes not to use the supply relationship with San Benedetto for promotional purposes, without the express authorisation of the latter.
The order and/or its execution cannot be transferred by the Supplier, partly or otherwise.
The Order is the binding document regarding
b) Technical specifications
c) Unit and total price
d) Delivery terms and formalities
e) Payments terms and formalities
f) Other information useful for the execution of the service
The Order may also be sent via fax message.
If the Order does not establish otherwise, the following indications shall always be valid:
- Delivery: carriage paid Acqua Minerale San Benedetto s.p.a., Viale Kennedy 65, 30037 Scorzè (VE), Italy;
- Goods return terms: reference to Incoterms 2000 or subsequent up-dates;
- Payment: 120 days month end of invoice date.
4. TECHNICAL SPECIFICATIONS
The Supplier undertakes to carry out the Supply in compliance with the Technical Specifications indicated by San Benedetto or agreed with San Benedetto. The Supplier must inform San Benedetto of any disputes regarding the content or completeness of the Technical Specifications, under penalty of forfeiture, within 30 days of receipt of the same.
5. DECLARATION OF COMPLIANCE
The Supplier is aware that San Benedetto operates in the food industry and that it is obliged to observe specific internal control procedures so as to avoid risks of contamination of the products as well as use of material certified as suitable for foodstuffs. In relation to this circumstance, the Supplier:
a) undertakes to scrupulously observe the instructions provided by San Benedetto for access to the production premises of the same San Benedetto;
b)undertakes to promptly communicate to San Benedetto any information which it is in possession of regarding the quality features of the goods being supplied which, for any reason, make them unsuitable for use in the food industry.
San Benedetto reserves itself the right to suspend the payments, pending the forwarding by the Supplier of the compulsory declarations or certificates of compliance envisaged by current laws regarding machines, materials and equipment for the food industry.
6. PRICES AND PAYMENT
The prices indicated in the Order are fixed. Therefore, price changes justified by cost increases of the Supplier subsequent to acceptance of the Order are excluded.
Any price increases, consequent to changes to the Supply requested by San Benedetto, shall have to be immediately communicated by the Supplier to San Benedetto and accepted by the latter.
The payment for any installation, assembly or similar work is understood as included in the price of the Supply indicated in the Order, unless agreed otherwise.
San Benedetto may suspend the payments in the event of breach of the supplier or if circumstances exist as a result of which it likewise emerges that the Supplier will default.
The Supplier is expressly prohibited from issuing drafts for the payment of the invoices.
The delivery of the Supply must be carried out by the Supplier exactly as per the time, place and conditions envisaged in the Order.
No fine will be applied for the first week of delay in the delivery. For each subsequent day of delay, San Benedetto shall have the right to apply a fine equal to 1% of the price of the Supply, or any Supply batch, delivered late. San Benedetto is authorised by the Supplier to deduct the amount of the fine directly from the payments due to the Supplier.
Delay by the Supplier which extends by more than 20 days as from the delivery date envisaged in the Order shall represent just cause for termination of the relationship.
Transport, packaging and insurance costs for the Supply are payable by the Supplier; the latter is also responsible for the risks involving the perishing of the goods until the same are received by the service in charge of receipt care of San Benedetto.
The ownership of the goods supplied transfers to San Benedetto when the same are received by the service in charge of receipt care of San Benedetto.
8. INTELLECTUAL PROPERTY RIGHTS
All the drawings, designs, projects, documents, technical information, as well as the models or samples which San Benedetto communicates, verbally or otherwise, or makes available to the Supplier for the execution of the Supply, shall be considered to be Confidential Information of San Benedetto and, as such, the exclusive property of San Benedetto. In relation to said Confidential Information, even after termination of the supply relationship, the Supplier is obliged to:
a) Use the same exclusively for the correct execution of the Order;
b) Keep the same with the utmost care and confidentiality and return it to San Benedetto upon the request of the same;
b) Identify it as the property of San Benedetto;
c) Not reproduce or copy it in any way unless this is necessary for the execution of the Supply;
d) Not forward or reveal the content to third parties without the prior consent of San Benedetto.
In the event that the design, experimentation or development activities are carried out by the Supplier executing a specific appointment by San Benedetto in this sense, any inventions, the related industrial property rights, the designs and in general the technical results obtained shall be San Benedetto’s exclusive property, provided that the appointment was granted against payment.
At any time, the Supplier guarantees San Benedetto against each and every claim by owners or concession holders of patents, trademarks, licences, designs, models and other intellectual property used for the purposes of carrying out the Supply.
9. EQUIPMENT, DIES
The equipment (gauges, dies, specific equipment, control equipment, etc.) which San Benedetto makes available to the supplier for the execution of the order, remain San Benedetto’s exclusive property.
The packaging of the goods supplied is the responsibility of the Supplier. It shall have to be compliant with the standards in force at the time of delivery and the specifications indicated in the Order, as well as created so as to ensure the identification and integrity of the goods during transportation, loading, unloading, handling using standard equipment and storage even for a prolonged period of time.
The Supplier shall, under its own initiative, see to the ordering of the raw materials, semi-finished or finished products, and anything else necessary for the execution of the supply. It is the only party responsible for the choice of the sub-contractors, their services and the possession of the requisites necessary for the due execution of the sub-contract.
In compliance with the matters envisaged by Article 13 of Italian Legislative Decree No. 196/03 (Data Protection Code), San Benedetto, Data Controller, hereby discloses that the personal data collated is processed for the fulfilment of the contractual obligations undertaken with the Supplier. Within the limits strictly necessary for such purposes and the accounting fulfilments, the data provided may be communicated to employees and co-workers in their capacity as Individuals in charge of processing or Data Supervisors, as well as communicated to outside parties, also due to legal obligations. The data will be processed and kept also using automated instruments for the period of time necessary to meet the obligations undertaken, and in any event for the period laid down by statutory and tax regulations. The conferral of the data is necessary for the performance of the contract, as well as for the related legal obligations. In relation to the processing of its data, the Supplier may exercise the rights envisaged by Article 7 of Italian Legislative Decree No. 196/03 or, in detail: obtain confirmation of the existence or otherwise of personal data, gain awareness of the processing formalities, obtain the updating, adjustment and supplementing of the data, as well as the cancellation, transformation in anonymous form or the blocking of the data processed in violation of the law, or oppose the processing of said data for legitimate reasons. The requests to access one’s data must be made to the Data Supervisor at the following e-mail address firstname.lastname@example.org. The complete Disclosure pursuant to Article 13 of Italian Legislative Decree No. 196/03 is available on the website http://www.sanbenedetto.it
The Supplier undertakes to supply the goods and services suitable for the use they are intended for without faults or defects and compliant with current legislation. The goods and services shall also have to have the required reliability, availability and maintainability indices according to the values contained in the Technical Specifications.
The mere delivery or payment of the goods cannot in any event be considered as acceptance of the goods, which occurs care of the competent San Benedetto bodies in accordance with the formalities indicated below in this article. The Supplier may send its staff to the San Benedetto premises, subject to agreement with the same, to examine the means and procedures used in the inbound check and acceptance test and inspection.
In the event that at the time of the inbound check, the goods delivered as agreed are non-compliant, San Benedetto shall issue a “NON-COMPLIANCE REPORT” with indication of the non-compliance detected, the quantities, the references of the order and the notice sent to the supplier inviting them to take action within 48 hours of receipt. The Non-compliance Report shall be sent to the supplier via fax message or e-mail to the address indicated by the Supplier in the purchase order or order confirmation. Once 48 hours have elapsed as from receipt of the Report without the Supplier having taken any action to set right the non-compliance or having come to an agreement with San Benedetto, the latter shall have one or more of the following faculties, at its discretion:
(a) accept any quantity differences detected with the faculty to correspondingly change the quantities of any subsequent supplies;
(b) reject the part of the supply not compliant, with the faculty, if the Supplier does not take steps to immediately collect the same, to return it via courier to the address of the Supplier, at the latter’s expense, also taking steps to offset the transport costs with any amounts owed to the Supplier, also for subsequent orders.
14. APPLICABLE LAW AND JURISDICTION
The Venice Court shall have jurisdiction for any disputes. However, San Benedetto reserves itself the faculty to call the Supplier before the Courts of the location where its registered offices are based.
These GTC, as supplemented by the Order, are disciplined by Italian law.