General conditions governing supply contracts
GENERAL CONDITIONS GOVERNING SUPPLY CONTRACTS
SUBJECT MATTER OF THE GENERAL CONDITIONS: Article 1 Finalisation of the order and withdrawal by Omet Srl – Article 2 Conditions of supply, Guarantee of conformity, Checks and testing, Product liability and recall, Delivery of raw materials or semi-finished goods, Design changes, Transfer of risk – Article 3 Delivery deadlines and considerations – Article 4 Penalty for late delivery – Article 5 Preservation of drawings, samples, equipment – Article 6 Invoices, accompanying documents and payment – Article 7 Goods owned by Omet provided on consignment, under subcontract or on loan – Article 8 Export controls and Customs – Article 9 Conformity to standards and principles – Article 10 Insurance guarantees – Article 11 Confidentiality and Privacy – Article 12 Jurisdiction – Article 13 Validity of the general conditions – Article 14 Transfer of the contract
These general conditions governing supply contracts (“General Conditions”) apply to all purchases made by OMET S.r.l. (meaning one of its following Divisions: Packaging Printing Machines, Tissue Converting Machines, System in Motion, in their respective locations in Italy, as stated in the Order) with registered office in Via Caduti Lecchesi, Fossoli, Lecco (hereinafter referred to as “OMET”), in fulfilment of a purchase order for products of various types (“Goods”), sent by OMET itself by telephone, verbally, by fax, by email or via the internet (“purchase order”) to the Supplier shown on the purchase order, except where the conditions are amended or supplemented or their applicability is excluded by express written agreement with OMET.
These General Conditions expressly exclude the applicability of any general or specific conditions of the Supplier. Such conditions of the Supplier will, in any event, not be binding for OMET, not even if, upon receipt, the latter does not expressly confirm refusal of them. In the event of amendments to these General Conditions, OMET will send a copy of the amendments to the Supplier with the related purchase order and the new terms and conditions will be immediately applicable on receipt of the purchase order to which they are appended.
These General Conditions are published on the website of Omet https://omet.com, where they can be fully and properly consulted, in accordance with Article 1341, paragraph 1 of the Italian Civil Code, without prejudice to the need for specific approval of those conditions listed at the bottom of this document, which are subject to the provisions of Article 1341, paragraph 2 of the Italian Civil Code.
Article 1 – FINALISATION OF THE ORDER AND WITHDRAWAL BY OMET
1.1 FINALISING OF THE ORDER – The order is understood to be finalised when OMET SRL – Via Caduti Lecchesi a Fossoli – Lecco (hereinafter called “OMET”) receives from the contracting party (hereinafter called the “Supplier”) written acceptance of all the conditions contained in it. Requests for delivery and/or supply by OMET relating to its orders for supply are binding for the Supplier if not rejected by the latter in writing within five (5) business days of their receipt, whereas requests for delivery and/or supply by OMET relating to framework agreements are binding for the Supplier if not rejected by the latter in writing within two (2) business days of t heir receipt.
1.2 If no written acceptance is received by the Supplier, OMET also reserves the right to withdraw from the contract subject to written notification of this to be sent to the Supplier, provided the latter has not, in any way, started executing the service.
1.3 In the event of circumstances arising that suggest that the Supplier might not be able to ensure fulfilment of the commitments undertaken, particularly in the event of bankruptcy, arrangement with creditors or any other insolvency proceedings against the Supplier’s company or in the event of the liquidation or sale of that company, OMET shall be entitled to terminate the contractual relationship by simple written notification.
Article 2 – CONDITIONS OF SUPPLY, GUARANTEE OF CONFORMITY, CHECKS AND TESTING, PRODUCT LIABILITY AND RECALL, DELIVERY OF RAW MATERIALS OR SEMI-FINISHED GOODS, DESIGN CHANGES, TRANSFER OF RISK
2.1 – SUPPLY CONDITIONS – The supply or processing of what is indicated in the order are subject to the following conditions:
- The supplier must comply with the quantities and qualities requested, as well as the technical specifications described.
- Supplies, or any processing carried out based on OMET drawings, specification, models and instructions must strictly comply with what is indicated in them.
If, during processing, imperfections become evident that are attributable to incorrect technical documents, to deformed equipment or materials supplied by OMET, the supplier must immediately contact OMET and come to an agreement concerning the solutions to the issue.
2.2 GUARANTEE OF CONFORMITY – The Supplier guarantees the conformity of the goods supplied or processed to what was expressly ordered and agreed, as well as the usability of said goods according to the purpose for which they are intended. Therefore, amongst other things, the guarantee applies to defects and faults in the goods, lack of the qualities promised, that is to say, essential for the use of the goods for which they are intended and hidden defects or delivery of aliud pro alio (delivery of goods very different from what was agreed upon in the contract). It shall be understood that said guarantee also extends to defects and faults, lack of promised and essential qualities, hidden defects deriving from errors in design or use of material by the Supplier. Said guarantee lasts for twelve months from the date of delivery of the goods by the supplier to the OMET works in the aforesaid Divisions, unless otherwise established in the purchase order.
By proposing or agreeing to study and/or adapt or supply a component for OMET, the Supplier is required to notify OMET in advance in writing whether and by what industrial property rights the component itself is covered.
The Supplier undertakes not to assert its industrial property rights against OMET and, in any event, failure on the part of the Supplier to give prior notice will be considered to be a waiver of the Supplier’s right to assert any industrial property rights against OMET and the subcontractors to which OMET outsources the production of the component.
2.3 CHECKS AND TESTING- Acceptance testing of the goods supplied or processed relating to the order is carried out by OMET at its Plants by its personnel unless otherwise agreed by the parties. Therefore, simple delivery of the goods to the OMET works does not mean that the goods have been accepted. Any discrepancies between the numbers of goods delivered (whether positive or negative) and those ordered may be reported by Omet to the Supplier within seven (7) business days of delivery of the said goods. OMET may report faults, defects, lack of promised or essential qualities of the goods which are the subject of the order within 12 months of receiving said goods at its plants: even if the goods have already been used and the related invoices already paid in full or in part. In the case of delivery aliud pro alio, the relevant technical and legal regulations will apply. The testing referred to above must be carried out in conformity with standards for the goods sector of the goods subject to testing). If, during testing, full or partial supplies are discovered containing reject pieces, non-conforming pieces or otherwise unsuitable pieces for the contractually intended use, in addition to the remedies and actions permitted by Law (including termination of the contract and requesting compensation for damage), OMET will also have the possibility to:
- ask for the repair of the faulty supplies with additional processing to be paid for by the Supplier based on prior agreements between the parties
- ask the Supplier to substitute, at its expense, the faulty supplies described above with supplies that are perfect and conform to the contractually intended use
- refuse the faulty supplies described above without having to pay anything to the Supplier for any reason.
Non-observance of the conditions agreed by the Supplier, gives OMET the right to urge the Supplier to comply. In the event of repeated non-fulfilment of the obligations arising from product delivery conditions, OMET may terminate the agreement in accordance with Article 1456 of the Italian Civil Code, without prejudice to the right to compensation.
The Supplier is authorised to begin serial production after receiving clearance of its samples from OMET. It remains nevertheless understood that, unless otherwise agreed specifically in advance in writing, the approval of the OMET technical departments and/or clearance for supply do not exonerate or reduce the liability and the guarantees of the Supplier.
Furthermore, the Supplier undertakes to allow OMET personnel access to its company to carry out inspections and monitoring of the processing and/or testing methods used there, subject to completion of the assessment and risks document, where necessary.
2.4 PRODUCT LIABILITY AND RECALL PROCEDURE – In the event that action is brought against OMET relating to product liability, the Supplier shall be required to indemnify and hold harmless OMET from said requests if and to the extent the damage is due to a defect in the goods supplied by the Supplier. In the event of liability due to non-performance, said liability, however, shall only apply if the Supplier is in default. If the cause of the damage falls within the scope of the Supplier’s liability, the latter shall bear the burden of proof to that extent. In the cases referred to in this article, the Supplier shall bear all costs and expenses, including the costs of any legal action. In all other cases, the provisions of the law shall apply. Before any recall of products due in whole or in part to a defect in the goods supplied by the Supplier, OMET will inform the Supplier thereof, offering the Supplier the opportunity to collaborate and will discuss with the Supplier the procedures for the most efficient withdrawal action, unless particularly urgent circumstances prevent the possibility of any communication or collaboration. The costs of the recall action shall be borne by the Supplier if it can be attributed to a defect in the product supplied by the Supplier.
2.5 DELIVERY OF RAW MATERIALS OR SEMI-FINISHED GOODS TO THE SUPPLIER – If OMET delivers to the Supplier the raw materials or the semi-finished goods that will be processed by the latter, the following conditions and agreements shall apply:
- no payment shall be made to the Supplier for processing carried out on supplies that are found to be rejects, even if this is due to defects (provided that they are not hidden and therefore are easy to recognise) in materials used in the processing referred to in the order.
- Resulting supplies that are unusable due to verified processing defects are rejected and the raw materials used are charged to the Supplier along with the cost of any processing carried out on them by OMET before they were made available to the Supplier for the purposes of the order.
- If two or more contractors are responsible for the same damage, they shall be jointly liable without prejudice to action for recovery by each against the others.
2.6 DESIGN CHANGES – OMET reserves the right, for reasons arising after entering into the contract, to:
- change the quality and/or form as well as other technical specifications concerning the goods ordered or which are the subject of processing
- cancel items and requests in the order that are no longer useful for OMET.
Upon receiving from OMET the notification of change or cancellation referred to, the Supplier must suspend the supply or processing relating to the order and shall notify OMET, within one week of receiving the change or cancellation, of the production or processing status and the cost of the goods purchased up to that time. At this juncture OMET reserves the right, at its discretion, to:
- Terminate the contract, with the Supplier being entitled to payment for the work done up to the date of suspension. The semi-finished product will become the property of OMET
- Order completion of the original supply or processing
- Agree, with the Supplier, the change of the goods being supplied or processed according to the new technical provisions.
2.7 TRANSFER OF RISK – The products from processing shall always be understood to be delivered free to the warehouses of OMET Divisions (Lecco, Molteno, Valmadrera), unless otherwise agreed at the contractual stage. The transfer of risk for what is ordered takes place only upon delivery to the OMET works.
Article 3 – DELIVERY DEADLINES AND CONSIDERATIONS
3.1 The delivery dates agreed shall be understood to be final and essential. Therefore, in addition to delays, no deliveries must be made earlier than agreed.
3.2 In the case of processing to be carried out using material under subcontract and delivered by OMET, the Supplier shall
- State in writing the final date by which OMET must supply the subcontracted material. The notification shall be made by certified email, email or fax.
- If said subcontracted material is sent to the Supplier after the final date requested by the latter, the Supplier must provide notification of the new date for delivery of the supplies within one week of receiving the material. If such notification is not sent, the delivery date stated in the order shall be considered valid and effective.
3.3 The consideration indicated in the Purchase Order is fixed; variations based on subsequent cost increases are therefore excluded, unless otherwise agreed specifically in writing. The Supplier shall notify in advance any increases in the consideration due to construction changes which, in all events, will be binding for OMET only if the latter accepts them in advance in writing.
Article 4 – PENALTY FOR DELIVERY DELAYS
4.1 If the contractual delivery deadlines are not met, OMET reserves the right to charge the Supplier a penalty equal to 2% (two per cent) of the total value of the order for each week of delay with respect to the contractual deadline, without prejudice to the right to compensation for greater damage suffered.
4.2 If the delay exceeds four business weeks, again without prejudice to the right to compensation for greater damage, OMET may, at its discretion:
- keep applying the penalty described above without prejudice to the right to compensation for greater damage suffered;
- terminate the contract, being entitled to compensation for all damage suffered;
- procure the goods elsewhere and at any time and charge the defaulting Supplier for any additional costs incurred for the alternative supply.
4.3 OMET’s receipt of goods and the Supplier’s delivery of the same are subject to the absence of causes beyond their will, such as, by way of example and without limitation, natural calamities, fire, floods, earthquakes and other natural disasters, general strikes, hence, not caused by the conduct of either party, lock-outs, intervention by civil or military authorities (collectively, “Force Majeure”).
Article 5 – PRESERVATION OF DRAWINGS, SAMPLES, EQUIPMENT.
5.1 The drawings, specifications and any other technical documents, as well as models, samples and specific equipment made available to the Supplier remain the property of OMET and may only be used to fulfil the related order. Once the contractual obligation has been fulfilled, that is to say, when the contract has been cancelled for any reason, the Supplier must immediately return the goods described above to OMET.
5.2 In any case, while holding said material, the Supplier must take the necessary steps to perfectly preserve the models, samples and specific equipment and must also carry out routine maintenance at its own expense. It must also cover said items by stipulating a suitable insurance policy against the risk of fire and theft and for third party liability.
5.3 Any extraordinary repairs or substitutions required shall be paid for by OMET if they cannot be traced back to or attributed to Supplier negligence, inexperience, error, carelessness or to damage caused by the latter. The Supplier must report extraordinary maintenance work and any substitutions made. OMET reserves the right to have any extraordinary repairs carried out by its own personnel or by the Supplier or by third parties.
5.4 Ban on use, copying, transmission, disclosure for the benefit of third parties
The drawings and the other technical documents received by the Supplier must not be used, copied, transmitted or disclosed for the benefit of the Supplier itself or third parties without permission from OMET. Breach of the obligations described above will give OMET the right to take all action and make use of the rights to which it is legally entitled.
5.5 Payment of a contribution to expenses by OMET
If OMET pays the supplier a contribution to expenses for the construction of specific equipment which the Supplier remains the sole owner of, the following will occur:
- The Supplier will use said technical equipment ONLY to execute OMET orders and contracts entered into with OMET
- The Supplier will, at its own expense, carry out routine and extraordinary maintenance on said technical equipment, as well as restructuring and preserving it
The obligations referred to in points 1) and 2) will be in force until the contractual relationship between the Supplier and OMET, whose execution requires the use of the equipment referred to, remains in existence. Should the said contractual relationship cease to exist, OMET may request that the equipment be returned or authorise its destruction at its own expense by the Supplier. Breach of the obligations described above will give OMET the right to take all action and make use of the rights to which it is legally entitled.
ARTICLE 6 – INVOICES, ACCOMPANYING DOCUMENTS AND PAYMENT
6.1 Invoices must list the components that are subject to the same VAT rate. They must bear:
- the Order number, the Supplier’s Code, the Supplier’s Tax Code and the Delivery Note number;
- list of components in the order mentioned on the Delivery Note;
- the unit of measurement, both on the invoice and on the Delivery Note, must be the same as stated in the Order and, in special cases where this is not possible, the quantity referring to both units of measurement used and the relationship between them must be clearly stated. (example: metres x equal to kg y).
6.2 Dispatched components must always be accompanied by a Delivery Note. The Delivery Note must contain the following information: name of the Supplier, OMET item code, the drawing number of the component, the modification code, the name of the component, the date of dispatch, the number and date of the Order, the destination warehouse, the quantity in the batch dispatched, the number of packages, the number and type of containers and packaging used, the reason for transport and any other information requested in the Order.
6.3 OMET will pay for the supplies in the manner and by the deadline stated in the Order, subject to receipt of the duly completed documents referred to in paragraphs 6.1 and 6.2 and/or in the Order. Invoices must be sent to OMET as soon as possible after the operations to which they refer and in all cases within the first eight (8) days of the month following the invoice date month.
6.4 The Supplier is expressly prohibited from issuing drafts for the payment of supplies. In any case, if drafts are issued, they will not be collected and the Supplier will be liable for all damages resulting from the failure to collect them. It is also expressly agreed that the credit arising from the supply may not be transferred or delegated in any form whatsoever, unless otherwise expressly agreed in writing.
Article 7 – GOODS OWNED BY OMET PROVIDED ON CONSIGNMENT, UNDER SUBCONTRACT OR FOR PROCESSING RELATED TO OR PART OF THE SUPPLY
7.1 The Supplier undertakes to keep the goods owned by OMET and received on consignment, under subcontract or for processing related to or part of the supply to the standard of good housekeeping; the Supplier will thus be considered liable for any loss or damage to the goods during the period of their custody on its premises, with the exception of deterioration due to non-abnormal or technically incorrect use.
7.2 The Supplier undertakes to use said equipment and any other property supplied by to it OMET only within the contractual relationship with OMET itself.
The Supplier shall be required to return the equipment and any other property delivered to it by OMET as soon as OMET asks for it.
7.3 For the use of said property, the Supplier shall strictly comply with the workplace safety requirements referred to in Legislative Decree no. 81/08 with which all equipment and property supplied by OMET complies.
7.4 The Supplier shall under no circumstances transfer to third parties or provide security over assets owned by OMET (equipment, testing apparatus, models, samples, etc.) which are in its possession for any reason whatsoever. The Supplier will employ suitable legal methods to prevent any attempt by third parties to act on the property of OMET in the event of seizure and will immediately inform OMET if such attempts should take place. The Supplier will also ensure that its Suppliers conduct themselves in the same manner with goods owned by OMET and with equipment owned by the Supplier itself and necessary for the production of the components.
ARTICLE 8 – EXPORT CONTROLS
8.1 The Supplier is required to inform OMET within the sales documentation of any requirements relating to export licences (re-exports) of the Products under Italian, European or United States export control legislation and customs regulations and is also required to inform OMET of the export control legislation and customs regulations in force in the country of origin of the Products, and also to provide OMET, within a reasonable amount of time before the first delivery, the following information concerning the Products for which a licence/authorisation is required:
- OMET item and drawing number;
- description of the Product;
- all applicable numbers on the export list;
- country of origin of the Products as part of its sales policy;
- Product code;
- contact person within its organisation for any queries.
8.2 The Supplier will inform OMET without undue delay of any changes in the licence requirements applicable to the Products supplied to OMET resulting from technical variations, amendments to standards or government guidelines.
ARTICLE 9 – CONFORMITY TO STANDARDS AND PRINCIPLES (Compliance), Legislative Decree 231/2001
9.1 Within its commercial relationship with OMET, the Supplier undertakes not to offer or grant, promote or accept, any benefit, either in its business dealings or in dealings with public officials, that is in breach of applicable anti-corruption legislation.
9.2 Within its commercial relationship with OMET, the Supplier undertakes not to enter into any agreement with other companies or establish any agreed practices with other companies with the purpose or effect of causing an obstruction to, or a restriction or distortion of competition in breach of applicable antitrust legislation.
9.3 The Supplier warrants that it will comply with applicable legislation on minimum wages and undertakes to ensure that its subcontractors comply with the same obligation. On request, the Supplier will provide suitable proof of compliance with these obligations. In the event of non-fulfilment of these obligations, the Supplier will hold OMET harmless and indemnified against any third party claims, and undertakes to reimburse any related penalty, irrespective of its name, imposed on OMET.
9.4 The Supplier shall comply with legal provisions concerning the treatment of employees, environmental protection and workplace health and safety and undertake to minimise the negative effects of its activities on humans and the environment.. In this respect, the Supplier shall set up and continuously develop as far as possible a quality system based on ISO 14001. Furthermore, the Supplier shall comply with the principles of the UN Global Compact, particularly those relating to the protection of human rights at international level, the right to collective bargaining, the abolition of forced labour and child labour, of discrimination in respect of employment and occupation, environmental responsibility and the prevention of corruption. For more information on the UN Global Compact, see: www.unglobalcompact.org.
9.5 If the Supplier repeatedly breaks the law and/or breaks the law despite having been duly warned, and is unable to prove that it has as far as possible remedied such a violation and has taken appropriate precautions to avoid future violations, OMET reserves the right to withdraw or terminate the supply agreement without notice.
9.6 The Supplier declares that it is familiar with the content of Legislative Decree no. 231 of 8 June 2001 and the Organisation, Management and Control Model and the Code of Ethics of the company OMET, to which it is supplying goods, as published on the website www.omet.it or provided to the Supplier. The Supplier undertakes to conduct itself in a manner that complies with the provisions contained in the aforementioned documents, and to periodically check for any changes and/or updates during the contractual relationship. The Supplier further declares that it is aware that compliance with these provisions is a fundamental aspect of the corporate organisation of OMET and its willingness to begin and maintain a contractual relationship with the Supplier. Non-compliance with any of the provisions of the Organisation Model or the Code of Ethics constitutes serious non-fulfilment of the contractual obligations and entitles OMET to terminate the relationship with immediate effect, in accordance with Article 1456 of the Italian Civil Code, without prejudice to compensation for any damage that may have been caused.
Article 10 – INSURANCE GUARANTEES
10.1 The Supplier undertakes to take out and maintain for the duration of its collaboration with OMET and for five subsequent years, third party product insurance cover with a recall extension, whose terms must be notified to OMET and supported by a policy certificate.
The absence of insurance cover or the non-validity of the same may be cause for resolution of the order in accordance with Article 1456 of the Italian Civil Code.
Article 11 – CONFIDENTIALITY AND PRIVACY
11.1 CONFIDENTIALITY – The Supplier undertakes to process any information, data, finding, be it patented or patentable, know-how and any news in general that is technical, financial, commercial or administrative in nature, as well as any drawings, documents, magnetic support or sample material or product related to the goods that are the subject of the supplies to OMET (hereinafter “confidential information”) in the strictest confidentiality and as if it were its own private and confidential information and to store said information in the appropriate manner. Specifically, any information concerning the activities of OMET that is not in the public domain and of which the Supplier gains knowledge while executing the agreement must be processed as confidential information belonging to OMET and must not be disclosed, unless the disclosure is required by law or by a court order or by another competent authority. The confidentiality obligations shall remain in force indefinitely. The parties undertake not to directly or indirectly disclose, nor to notify third parties by any means of the content, contractual terms and conditions, the activities carried out by the parties to execute the agreement. The parties shall also ensure that said obligations are observed by all persons for which they are responsible, including employees, consultants, agents, appointees, etc.
11.2 PRIVACY NOTICE AND REQUEST FOR CONSENT IN ACCORDANCE WITH ARTICLE 13 OF REGULATION (EU) No. 2016/679 (GDPR)
Pursuant to art. 13 of the GDPR the data collected using this form and present in the archives will be processed by OMET S.r.l., the Controller. An up-to-date list of processors is available from the Controller.
The data will be processed by electronic and/or automated means for the purpose of managing the commercial relationship and the obligations deriving from tax regulations. Your data may be disclosed to subjects who have a role in pursuing the above-mentioned purposes. The legal basis for the processing is linked to the management of legal obligations and fulfilment of the commercial relationship.
You can, at any time, exercise the rights indicated in articles 15 – 22 of the GDPR, including the right to erasure of the data or the right to object to their use, by contacting: OMET Srl – by e-mail at the address firstname.lastname@example.org
The data will be kept in our archives for the periods required by law or until a legitimate request for erasure is received.
Article 12 – JURISDICTION
Any disputes arising from individual orders and regarding their validity, interpretation, execution, resolution or rescission shall be referred exclusively to the law courts of LECCO, whose exclusive jurisdiction also applies to any matters arising from or related to these General Conditions.
Article 13 – VALIDITY OF THE GENERAL CONDITIONS
These General Conditions apply to all of our supply orders and are binding for OMET and for the counter party. These General Conditions shall prevail over those of the counter party should the content of the latter differ from them.
Any deviation from them must be documented in writing and countersigned by both parties.
Any behaviour, including if repeated, by one of the parties that does not comply with one or more of these General Conditions shall in no event prejudice the right of the other party to request application of these General Conditions at any time.
The invalidity of individual provisions of this Agreement shall not invalidate the Agreement as a whole. If individual provisions are declared invalid, the parties shall agree on a valid provision that is a close as possible to the invalid provision.
Article 14 – TRANSFER OF THE CONTRACT
The Supplier may not assign its contractual position or the individual obligations arising from it without the prior written agreement of OMET and, even in such case, the Supplier remains jointly liable with the assignee for the assigned obligations.
We have examined these General Conditions of Supply and accept them in their entirety.
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|In accordance with Article 1341 of the Italian Civil Code, the Supplier expressly approves in writing the following clauses:|
1: Finalisation of the order and right of withdrawal of Omet;
2: Conditions of supply, guarantee of conformity, checks and testing, product liability and recall, delivery of raw materials or semi-finished goods, design changes, transfer of risk;
3: Delivery deadlines and consideration;
4: Penalty for late delivery;
7: Goods owned by OMET provided on consignment, under subcontract or for processing related to or part of the supply;
8: Export controls and Customs;
9: Conformity to standards and principles;
10: Insurance guarantees;
|Date||Supplier Seal and signature|
General conditions of supply rev. of 19 July 2021
This revision cancels and replaces any previous revisions in your possession.