GENERAL PURCHASING CONDITIONS

1. Premise

1.1. This General Purchasing Conditions are an integral part of every purchase agreement stipulated between CAME S.p.A. (hereinafter "Buyer") and the supplier of components/products (hereinafter "Supplier"). Any different conditions shall have no efficacy 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 that shall be effective once signed.
1.4 These General Purchasing Conditions do not bind the Buyer to send any future supply orders to the Supplier.

2. Performance of sale - Prices

2.1 The Supplier must notify the Buyer that the former has accepted the Order within five working days from having received it, and send a signed copy of the Order to the Buyer. Once this term has elapsed the Order shall be considered valid 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) transport document number, iv) product quantity, v) description of the goods), vi) unit price and total price, 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 exclusively benefit the Buyer. So the Supplier must deliver the products within the term mentioned in the Order but not before, unless expressly requested by the Buyer.
4.2 The Buyer may refuse the order and send it back to the Supplier, who shall bear the cost, for any products delivered ahead of the schedule mentioned in the Order. If the Buyer were to accept the early delivery of the order, payment terms shall remain those mentioned in the order.
4.3 The Products must come with transport documents that show the following details: i) the Order number, ii) the material code and description, iii) the unit of measure, iv) quantity, v) number of packages or boxes, vi) weight and vii) the 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 to between the parties hereto, the risk of damage and/or loss of the products transfers from Supplier to Buyer exclusively when the goods are received at the place mentioned in the Order. So the risk of damage to the products is borne by the Supplier, even when the hauler 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 Order's technical specifications as well as with the current regulations.
5.2. The Buyer's acceptance of the delivered products does not acknowledge the products' compliance with the requirements of the Order. This also concerns any visible flaws. So the Buyer is not obliged to unpack the products upon receiving them. In any case, products received by the Buyer are deemed as accepted with reservations until the quantity and quality is checked. Claims can also be lodged after the terms established by the Italian Civil Code of Law, and in any case no later than two months after the products are delivered.
5.3. Payments shall be made only on condition that the products are delivered within the agreed terms and that they have no flaws or non-compliance issues.
5.4. If the products are imported from non EU countries, the Supplier guarantees to have complied with all due requirements, whether these have to do with customs, administration or other reasons.
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 born 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) the Buyer's code and item description, ii) the manufacturer's code, iii) the quantity, iv) the Order/Purchase agreement number, v) the manufacturing lot number.
6.2 The packages must be singularly identified with tape bands containing the requested data in legible format but possibly also with an EAN13 format barcode.

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 and articles 1490 and subsequent of the Civil Code still apply.
7.2. If the products are flawed or lacking any of the technical qualities stated in the Order, the Buyer shall have the right to: i) refuse the products and return them to the Supplier to an assigned port, who will refund any price paid; ii) request that any flawed/non compliant products be replaced or repaired for free. Any shipping, repair or replacement shall be 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 flawed products shall exclusively be borne by the Supplier; liability and transportation of the flawed or non-compliant products shall be exclusively borne by the Supplier. Also, any cost incurred to move and stock said products, as well as any additional costs shall be borne by Supplier.
7.4. A new 12-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 liens, or other personal or real guarantee rights, and from any reserved privileges.
7.6. The Supplier releases from liability the Buyer for any damages caused to third parties by any faulty supplied products. Particularly, the Supplier declares to keep the Buyer safe from all costs ensuing from requested compensatory damages or indemnity demands from third parties related to damage incurred when using said products, including any claimed legal procedural or out-of-court costs.

8. Changes to the manufacturing process

The Supplier is held to notify the Buyer, in time and in writing, about the former's intention 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 violate any third-party patents rights, copy rights or any other intellectual or industrial rights, and undertakes to keep safe, and not liable, and to compensate the Buyer against any request, petition, damage or cost stemming from any third party claims.

10. Technical literature - Equipment - Moulds

10.1. The Supplier is held to carefully and scrupulously keeping the drawings confidential; and the samples and every document and/or material received from the Buyer and to return them at the end of the contractual relationship and in 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 have to keep suitable records of the results of tests, checks and commissioning conducted as concerns his own production as well as that of any subcontractors involved. Said results must be readily available if the Buyer asks for them. The Supplier shall keep said records for at least three years.
10.3 The Supplier must store all of the above mentioned documentation for even longer periods, in case a legal action is filed and conducted in or out of court. And the documents shall have to be available until the end of said legal action.
10.4. The supplier is held to practice ordinary diligence when in custody of the Buyer's moulds and equipment which are fitted at its facilities exclusively for manufacturing purposes (hereinafter the "Moulds”).
10.5. Ordinary and extra ordinary maintenance of the Moulds is borne by the Supplier.
10.6. The Supplier is also held to insure the Moulds against theft and fire, at his own expense and initiative.
10.7. Upon conclusion of the supply agreement or if so requested by the Buyer, the Supplier shall have to return the Moulds to the Buyer, complete of all of their parts.
10.8. The Supplier shall have to pay all direct and indirect damages due to any damage and/or breakage of the Moulds that he has caused.
10.9. If the Moulds were to be made by the Supplier on behalf of the Buyer, given the entry into effect of art. 1-ter of Law Decree no. 83 of 2012 (so called, growth decree), payment of the price for making the Moulds is suspended on condition that the Buyer provide proper documentation proving they have paid their fiscal debt (fiscal withholdings on employee incomes) or presenting legally notarized third-party statements that prove said payment to exclude any liability and/or fines.

11. Confidentiality

11.1. The Supplier undertakes to not disclose directly, indirectly, through any third party, entity or company and to any third parties, even after the contractual relationship is terminated with the Buyer, regardless of why said relationship terminated, 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) while complying with the agreement, especially referring to the technical specifications communicated to the Buyer, to the Buyer's products, to the manufacturing processes used when undertaking the contractual obligations in question, to the Buyer's company, etc.
11.2. The binding provisions of the previous paragraph also apply to news about the Buyer which the Buyer labels as reserved.

12. Visits to the Supplier

The Buyer reserves the right to visit, after announcing himself, the Supplier's facilities to assess the organization of the manufacturing processes (plant, labor, materials receiving, shop processes, testing, shipping, and so on.)

13. Referrals

The Buyer's name may be used as a referral by the Supplier only if authorized in writing by the Buyer.

14. Penalties

14.1. For any delays in delivery that do not cause production line stops the Buyer will charge a fine of 1% of total Order amount for each week of delay or or fraction thereof up to a maximum of 5%, starting from the eighth day of delay of delivery.
14.2. If the delivery delays cause production stops, then the fine charged amounts to euros 1,000/line/day.
14.3 If the products bear any flaws that require selection/retooling/repairs, then the fine applied will amount to euros 25/person/hour.
14.4. For initiating and conducting the technical administrative procedure, euros 50/non compliance will be charged.
14.5. Any fines will be invoiced by the Buyer or withheld from the sums due the Supplier, if this is possible.
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 about the dangers of chemical substances and compounds in the product. The sheet must be provided before or during first delivery of the product, and any time that the Buyer requests it.
It can be a hard-copy or in electronic form and must comply with the provisions set forth in the annex to Ministerial Decree of 4 April 1997 and subsequent changes and amendments, and it must be drafted in Italian and must show the date of compilation and of any amendments.

16. Reach

The Supplier must notify the Buyer about any substances involved and their corresponding concentration in the products. Particularly, the Supplier must prove with certifications that show that he has complied with all of the obligations related to the application of the provisions stated in CE regulation no. 1907/2006 (REACH) and subsequent changes and additions. The Supplier also undertakes to inform the Buyer about any technical variations to the supplied product.

17. Subcontractors

17.1. The Supplier may, under his own exclusive responsibility and after receiving written authorization from the Buyer, entrust, entirely or in part, the manufacturing of the products to third parties, and in so doing undertakes 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 come under 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 rescind, with immediate effect, from the agreement, if he were to ascertain that the subcontractor chosen by the Supplier does not have the experience, competence, technical and professional capacity, equipment, staff, and necessary technologies;

18. Non-transferable credit

Notwithstanding articles 1260 and subsequent of the Civil Code of Law, credits derived from the supply may not, in any case, be transferred to third parties.

19. Court of jurisdiction - Applicable law

19.1. These General Purchasing Conditions are subject to and must be interpreted according to Italian law, excluding any other law.
19.2. All disputes that may arise from the above mentioned purchase agreements will be judged under Italian law and exclusively tried in the Court of Treviso, Italy.