1. General provisions and scope of application

1.1. These General Terms and Conditions of Purchase (‘Terms and Conditions’ or “GTC”) govern and regulate all contractual relationships between G.A. Ricambi S.p.A. (‘G.A. Ricambi’, ‘Purchaser’ or ‘Client’) and its suppliers of goods and/or services (“Supplier” or, jointly, the ‘Parties’). They form an integral and essential part of any contractual relationship — however concluded or named (e.g. sale, supply, contract, etc.) — between G.A. Ricambi and the entity, natural or legal person, responsible for the supply and/or sale of goods and/or services (‘supply’), implemented through individual purchase orders.

2. Effectiveness of the General Terms and Conditions

2.1. These General Terms and Conditions of Purchase shall apply even if not expressly referred to and signed in individual orders and shall be considered an integral and essential part of the order or contract and shall be valid for any order sent by the Purchaser to the Supplier or for any contract signed.
2.2. Any provisions that derogate from these terms and conditions shall only be effective if expressly accepted in writing by the parties and, in particular, for G.A. Ricambi, by the Purchasing Department.
2.3. These General Terms and Conditions shall remain in force until they are expressly revoked by the Purchaser or replaced by new terms and conditions.
2.4. These General Terms and Conditions do not, however, bind the Purchaser to place future supply orders with the Supplier.
2.5. The General Terms and Conditions may be supplemented or amended by specific provisions in Orders or Contracts, it being understood that although the latter shall prevail over the content of the General Terms and Conditions, the effectiveness of such additions or amendments shall be limited to the specific Order or Contract.
2.6. The Supplier therefore waives the application of any of its own General Terms and Conditions and special terms and conditions of sale, which shall therefore be deemed to have no effect between the Parties.

3. Orders and acceptance

3.1. Orders placed by the Purchaser (in writing, by e-mail or other electronic means) are always understood to be supplemented by these GCS, which remain valid in their entirety even if some of them are not applicable.
3.2. Confirmation by the Supplier must be given in writing, communicating any problems or critical issues: the order shall therefore be considered finalised when the relevant acceptance is received by the Purchaser. In the event of an order not followed by written acceptance by the Supplier, which nevertheless begins processing/production/delivery for the purposes of supply, this shall be considered finalised, pursuant to Article 1327 of the Civil Code, at the time and place of commencement of the aforementioned procedures; in this case, the Supplier is still required to promptly notify the Purchaser of the start of execution.
3.3. Acceptance of the order makes the Supplier fully responsible for ensuring that the products supplied comply with current laws and, in particular, with sector-specific regulations.
3.4. Upon acceptance of the order, Suppliers must already be in possession of the relevant assembly diagrams for the products ordered and the related technical specifications; otherwise, they must make a timely and express request for them.
3.5. Any changes or exceptions, even after the order/contract has been placed, shall only be considered valid if expressly confirmed in writing by the Purchaser.
3.6. The Purchaser reserves the right to make any changes to the order by issuing an ‘order variation’ containing the proposed change and its effective date. This shall be deemed to have been accepted by the Supplier unless the latter informs the Purchaser in writing, within 2 working days of dispatch, of its unwillingness to supply under the new conditions proposed.

4. Products

4.1. The Supplier guarantees that the goods supplied are perfectly interchangeable with the ‘original’ products, that they are free from defects and comply with the technical specifications required by G.A. Ricambi and comply with applicable European and international standards and shall not present any problems of ‘adaptability’.
4.2. In the event of discrepancies, defects or non-conformities, G.A. Ricambi may request the replacement or repair of the goods at the Supplier’s expense, or a price reduction or termination of the contract.
4.3. The Supplier undertakes to comply with and guarantee full compliance with any requirements prescribed by mandatory European and American standards or directives.
4.4. Any technical characteristics requested by the Purchaser in the order, or in any other subsequent document, for the products covered by the supply are an integral part of the contract and constitute essential qualities pursuant to Article 1497 of the Civil Code.
4.5. Taking into account the technical specifications requested by the Purchaser, the Supplier may not make any changes to the products supplied without the prior written authorisation of the Purchaser.
4.6. If the quantities of Goods delivered do not comply with the volumes agreed in the Order(s) or Contract(s), G.A. Ricambi may, at its discretion: (a) accept the quantities actually delivered and make equal changes to the quantities of any subsequent supplies; (b) request that the Supplier collect the quantities exceeding those ordered, with the right to return them directly at the Supplier’s expense and risk and to charge the Supplier for any financial charges resulting from any payment already made and storage costs if the Supplier does not do so promptly; (c) obtain that the Supplier immediately sends the quantities of goods found to be missing, charging in any case the costs and expenses resulting from the Supplier’s failure to comply. G.A. Ricambi shall exercise the rights provided for above within 3 (three) months from the date of delivery of the Goods.
4.7. The Supplier guarantees that the Goods delivered and the Services provided will be free from defects and comply with the Technical Specifications. The Goods and Services supplied shall be considered defective if: (a) they do not comply with the provisions of the Order(s) and/or Contract(s), or (b) they do not reflect the characteristics of the samples and prototypes delivered by the Supplier. (c) they are not suitable for the use for which G.A. Ricambi intended to use them.
4.8. Without prejudice to any rights to which G.A. Ricambi is entitled under the Order(s) and Contract(s), as well as by law, the Supplier shall, at the request of G.A. Ricambi and within a reasonable period of time set by the latter, repair or replace the defective Goods or render the Service in accordance with the applicable Order or Contract. If the Supplier fails to comply with the above, the Purchaser may, alternatively and at its discretion, (i) terminate the Contract(s) or Order(s), (ii) obtain an appropriate reduction in the price of the defective Goods or Services, or (iii) if only part of the Goods or Services are defective, have a third party of its choice and at the Supplier’s expense supply only the defective Goods or provide only the non-compliant Services.
4.9. If the Supplier identifies, or has reasonable suspicion that an IT Security Incident has occurred, the Supplier shall inform the Purchaser promptly, and in any case within twenty-four (24) hours of discovery. The Supplier shall cooperate with the Purchaser in any investigation of Security Incidents. If the Purchaser notifies the Supplier of a detected IT vulnerability or Security Incident, the Supplier shall, without undue delay, eliminate the vulnerability and/or remedy the Security Incident, as applicable.

5. Delivery methods

5.1. The Supplier must punctually comply with the terms and methods of delivery of the Goods and provision of the Services indicated in the Purchase Orders (to be considered essential in the interest of the Company pursuant to Art. 1457 of the Italian Civil Code). The products shall be delivered to the place indicated in the order. All Products shall be delivered to the Purchaser in accordance with the terms specified in the relevant Order. For the purposes of verifying compliance with the delivery terms and the transfer of risk for damage or total or partial loss of the Goods from the Supplier to the Company, deliveries must be made in accordance with the conditions set out in the applicable ‘Incoterms’ specified in the Purchase Orders. The Goods must be transported with every precaution taken to protect them from damage.
5.2. The contractual products must be packaged in accordance with the methods specified in the order or otherwise agreed in advance. Unless otherwise agreed between the Parties and specified in writing in the order, the cost of packaging shall be borne by the Supplier.
5.3. The risk of damage and/or loss of the products shall pass from the Supplier to the Purchaser only upon unloading at the place indicated in the order. Therefore, the supply shall always travel at the Supplier’s expense and risk, even when the carrier has been chosen by the Purchaser. The Supplier shall also be liable for any damage and/or loss of the products after delivery, where this is due to insufficient or defective packaging.
5.4. Each shipment must be accompanied by a transport document. This document must clearly indicate the order number and date of issue. Failure to do so may result in the Buyer refusing delivery of the contractual products. The goods must always be accompanied by transport documents (DDT), drawn up in accordance with current legal provisions, or by an immediate invoice.
5.5. The invoice must be sent via the Exchange System (SDI) and a courtesy copy must be sent to the Purchaser’s administrative offices or made available in electronic format. The invoice must also indicate the order number and date of issue.

6. Delivery terms

6.1. The delivery date indicated on the transport documents shall be considered valid for the delivery of the products.
6.2. Partial or split deliveries are only permitted if agreed or authorised by the Purchaser in advance.
6.3. The delivery terms agreed and stated on the order are essential and binding, also pursuant to Article 1457 of the Italian Civil Code. Therefore, in the event of a delay in delivery or unauthorised partial delivery, the Purchaser shall be entitled to refuse delivery of the products, thereby considering the order cancelled. This is without prejudice to any different agreements under which the Purchaser, despite the delay in delivery of the products or a partial delivery, has nevertheless declared that it accepts the execution of the supply.
6.4. Products delivered in advance of the agreed delivery date, unless expressly requested by the Purchaser, may be rejected by the Purchaser and payments shall in any case be due from the date originally scheduled for delivery of the order.
6.5. For late delivery, excluding cases of force majeure, a penalty equal to 2% of the total value of the supply shall be applied to the Supplier for each week of delay, up to a maximum of 10%, without prejudice to the Purchaser’s right to claim compensation for any further damages incurred. Without prejudice to the above, any delay by the Supplier exceeding 1 week from the scheduled delivery date of the products shall constitute just cause for termination of the contract, in accordance with Article 1456 of the Italian Civil Code, without prejudice to compensation for damages suffered. Payment of the penalty does not preclude the right to claim further damages.

7. Prices

7.1. The products shall be supplied at the price agreed in the relevant purchase order.
7.2. The agreed price shall be understood to be fixed, with no possibility of revision.
7.3. Unless otherwise specified in the order/contract, prices are inclusive of all costs, taxes, duties and insurance, packaging costs and compulsory legal contributions.

8. Terms of payment

8.1. The price shall be paid in accordance with the terms and conditions specified in the individual order. In the event of split deliveries, pro-rata payments shall be made in accordance with the terms and conditions indicated, starting from the partial delivery.
8.2. Unless expressly agreed otherwise, payments shall be made by bank transfer to the account number specified in the Purchaser’s supplier records and/or indicated in the order/contract. The Supplier shall be responsible for promptly communicating any changes by completing and sending the Purchaser the countersigned bank details change form.
8.3. Payments will only be made on condition that delivery has taken place within the agreed terms and that the products are free from defects or non-conformities. Payment of the invoice does not constitute acceptance of the products supplied.
8.4. The payment term shall be determined by the date of issue of the invoice, which may not be earlier than the date of actual delivery of the goods. For products delivered in advance of the date indicated on the order, the payment term shall be that specified on the order.
8.5. It is understood that the Purchaser shall have the right to suspend payments at any time in the event of default by the Supplier or in the event of circumstances arising which make it reasonably likely that the Supplier will not fulfil its obligations, with the understanding, however, that such suspension of payments does not entitle the Supplier to suspend the fulfilment of its contractual obligations towards the Purchaser.

9. Non-transferability of credit

9.1. Notwithstanding Articles 1260 et seq. of the Italian Civil Code, credits deriving from supplies may not under any circumstances be transferred to third parties.

10. Export control and customs

10.1. The Supplier is required to inform the Purchaser of any requirements relating to export licences for goods/products under Italian, EU or US legislation on export control and customs regulations, as well as the legislation on export control and customs regulations in force in the countries of origin of the products.
10.2. Unless expressly indicated by the Supplier prior to the completion of the order/contract, it shall be understood that the goods are free for export to the country – indicated in the order or contract – where delivery is to take place, or, if the country of delivery is not indicated, to any country.

11. Warranties

11.1. The Supplier expressly guarantees: that the products comply with what has been expressly agreed, also being liable for the consequences arising from the delivery of products that in any way differ from the order; the compliance of the products with all regulations in force in Italy and the EU, with particular regard to product safety, indemnifying the Purchaser from any charges or prejudice in the event of failure to do so.
11.2. Furthermore, the Supplier guarantees the products against faults and defects that are in any way attributable to the Supplier itself, for a period of twelve months from the date of delivery of the products.
11.3. The costs of transport and handling of returns shall be borne by the Supplier.
11.4. Acceptance of the products delivered to the Purchaser does not constitute recognition of their conformity with the order, even with regard to any apparent defects; therefore, the Purchaser is not obliged to unpack the products at the time of acceptance. In any case, the products received by the Purchaser are considered accepted subject to verification of the quantities, quality and delivery terms, which may be contested even after the terms provided for by the Italian Civil Code and in any case no later than 2 months after their delivery. The term does not limit the rights for hidden defects pursuant to Article 1495 of the Italian Civil Code.
11.5. Within the scope of the above guarantees, the Supplier is obliged, at the request and at the choice of the Purchaser, to either: i) collect and repair or replace defective, unsuitable, damaged or otherwise faulty products. All costs of collection, repair or replacement shall be borne by the Supplier. Where possible, at the Purchaser’s request, the warranty shall also apply to products sold and delivered to the Purchaser’s customers; ii) grant a reduction in the supply price proportional to the defect and damage caused. The choice between the remedies referred to in points i) and ii) must be exercised by the Purchaser within 30 days of reporting the fault or defect.
11.6. Contractual products found to be non-compliant with the order and/or defective, if not immediately rejected, shall be retained at the Supplier’s disposal with prompt notification to the Supplier. The costs of returning defective products shall be borne exclusively by the Supplier; the products shall travel at the Supplier’s sole expense and risk, and the Supplier shall also be liable for any costs incurred for the handling and storage of the products, as well as any additional costs and compensation for lost commercial profits.
11.7. The Supplier indemnifies the Purchaser from any and all liability for damage caused to third parties by defective products supplied. In particular, the Supplier declares that it shall indemnify the Purchaser against all costs resulting from claims for compensation or indemnification made by third parties in relation to damage arising from the use of the products, including the costs of judicial or extrajudicial proceedings brought against the Purchaser.
11.8. The Supplier shall also be liable for any and all losses, damages, charges or expenses, including legal fees, that may arise to the Purchaser from any breach of the obligations set forth in these General Terms and Conditions and the obligations imposed by current legislation, by its employees, auxiliaries, collaborators and/or subcontractors or sub-suppliers.

12. Force majeure

12.1. The Supplier and/or the Purchaser shall not be held liable for any failure, even partial, to fulfil any of their obligations if it is proven that the failure is due to an impediment beyond their control, which they could not reasonably have been expected to foresee at the time of placing the order, the existence of such impediment and its effects on their ability to perform their obligations; and that they could not reasonably have avoided or overcome such impediment or its effects (e.g. pandemics, customs blockades, wars, strikes, etc.).
12.2. Anyone invoking exemption from liability is required to notify the other party, as soon as possible and immediately after becoming aware of the impediment and its effects on their ability to perform their obligations, of the existence of the impediment and its effects on their ability to meet their commitments. The notification must be sent by certified email to: garicambispa@pec.confindustriamodena.com. A similar notification must be given as soon as the cause for exemption from liability ceases to exist. Anyone who fails to provide either notification shall be liable for any damages that could otherwise have been avoided.
12.3. In any case, if the causes for exemption continue to exist for a period exceeding 30 days, each party shall have the right to terminate the contractual relationship by written notice to the other party, excluding the possibility of any additional charges or rights arising/deriving for either party in such a case.

13. Prohibition on assignment of the contract and assignment of credit

The Supplier is expressly prohibited from transferring or assigning to third parties, in whole or in part, the orders/contracts or related rights/obligations without the prior express written authorisation of the Purchaser. In the event of any violations, the Purchaser shall have the right to suspend payments pursuant to Article 1460 of the Italian Civil Code.
In the event of subcontracting, the Supplier shall remain fully liable to the Purchaser.
The assignment of credit in any form is expressly prohibited, unless expressly authorised in writing by the Purchaser. The order is part of the supporting documents referred to in Article 1262 of the Italian Civil Code. This clause is presumed to be known to the assignee at the time of the assignment and is therefore enforceable against the assignee pursuant to Article 1260/2 of the Italian Civil Code.

14. Order cancellation or withdrawal

The Purchaser has the right, at its discretion, to cancel the order or withdraw from the contract at any time, via EMAIL or CERTIFIED EMAIL, upon recognition of only the documented expenses incurred by the Supplier up to the date of cancellation/withdrawal and previously approved.

15. Termination

15.1. In the event of the Supplier’s failure to fulfil its obligations under the Order(s) and/or Contract(s), the Purchaser may, without prejudice to any further remedies provided for in the Order(s) and/or Contract(s) for specific cases, give written notice to the Supplier to comply within 15 (fifteen) days of receipt of the relevant warning, stating that, if this deadline passes without action, the contractual relationship shall be deemed terminated.
15.2. In addition to the provisions of Article 15.1, the Purchaser may terminate the Contract(s) and/or Order(s) at any time by written notice to the Supplier, with effect from the date indicated by the Purchaser in the notice, if any of the following events occur through the fault or responsibility of the Supplier: (a) liquidation or subjection to any insolvency proceedings; (b) seizures, attachments or protests or subjection to precautionary measures; (c) breach of confidentiality and use restriction obligations; (d) association with or subjection to any form of control, even indirect, by a competitor of G.A. Ricambi; (e) failure to comply with the obligations of prohibition of subcontracting and sub-contracting (f) failure to comply with the obligations of non-transferability, bank domiciliation and prohibition of collection mandate; (g) violation of the obligations relating to the G.A. Ricambi Supplier Code of Conduct; (h) violation of any of the commitments and guarantees relating to compliance with Anti-Corruption Laws; (i) failure to comply with contractual obligations due to force majeure lasting for a continuous period of more than 15 working days.
15.3. G.A. Ricambi may also terminate any Order(s) and/or Contract(s) by giving 30 (thirty) days’ written notice to the Supplier in the event of an unforeseeable event that makes it significantly more burdensome for G.A. Ricambi to execute any Order(s) or Contract(s).
15.4. Termination pursuant to this article and in any other case shall not affect the Supplier’s obligations under Article 16 (confidentiality), which shall survive such termination.

16. Confidentiality and non-competition obligations

16.1. The Supplier undertakes not to use, directly or indirectly, through an intermediary, entity or company, and not to disclose to third parties, even after the termination of the contractual relationship with the Purchaser, for any reason whatsoever, the information and data communicated by the Purchaser or which it has otherwise become aware of (in any written, verbal, electronic form, through direct viewing or any other intelligible form) during or in fulfilment of the contractual relationship, with particular reference to technical specifications communicated by the Purchaser, its products, the production processes implemented in execution of the contractual commitments undertaken, the Purchaser’s company, etc.
16.2. The obligation referred to in the previous paragraph also applies to information relating to the Purchaser that the latter has indicated as confidential.
16.3. The Supplier is obliged not to disclose to third parties or use the information for other purposes, nor to copy or reproduce any documentation, unless expressly authorised by the Purchaser. In the case of production based on the Purchaser’s design, model or sample, the Supplier also undertakes not to produce or market, either directly or through an intermediary or company, products that are identical or similar to the object. The obligation of confidentiality is binding on the Supplier and its assignees and successors and shall remain in force for the entire duration of the contractual relationship and for 5 years after its termination, regardless of any changes in the company name or ownership structure.

17. Industrial property of the Supplier

17.1. The Supplier guarantees that the manufacture, use and marketing of the goods/products supplied, their accessories and components do not infringe any industrial or intellectual property rights of third parties. To this end, the Supplier expressly indemnifies the Purchaser and its customers against any third-party claims or actions for infringement of patents, industrial property rights, trademarks, copyright and other similar rights protecting know-how or industrial secrets, guaranteeing the lawfulness of the use and trade of the goods covered by the order/contract, in Italy and abroad, and assuming all costs (without exception) for the prompt settlement of the third party’s claim and compensation for any damage caused to the Purchaser.

18. Supplier certification.

Unless otherwise specified in the Order(s) and/or Contract(s), the Supplier must demonstrate to the Purchaser that it has obtained from an accredited body a declaration of conformity with ISO 9001 certification and/or any other certification reasonably requested.

19. Obligation to comply with the organisation, management and control model: Code of Ethics, Model 231, Anti-Corruption Policy

19.1. The Supplier declares that it has read and understood the code of ethics (the ‘Code of Ethics’), the management and control model (the ‘Model’) adopted by the Purchaser pursuant to Legislative Decree No. 231 of 8 June 2001 (the “Decree”), and the anti-corruption policy (the ‘Anti-Corruption Policy’), all of which are available on the website www.garicambi.com, which establish the principles that all companies operating in Italy and abroad, in the name, on behalf or in the interest of the Purchaser or having relations with any of them, are required to comply with. In light of the above, and in relation to the execution of the Purchase Order, Purchase Agreement and General Terms and Conditions, the Supplier undertakes to: (i) manage its activities in compliance with all the principles, values and commitments as expressed in the Code of Ethics, the Model and the Anti-Corruption Policy; (ii) refrain from any behaviour, act or omission that may violate the principles of the Code of Ethics, the Anti-Corruption Policy and the Model adopted by the Purchaser pursuant to the Decree or commit any of the offences referred to in the Model; (iii) ensure that those who perform representative, administrative or management functions for the Supplier or those who exercise, even de facto, the management and control of the same, as well as those who are in any way subject to the management or supervision of any of the above persons, comply with the principles set out in this clause. Failure by the Supplier and/or any person referred to in paragraph (iii) above to comply with any of the principles of the Code of Ethics, the Model and the Anti-Corruption Policy, as well as the commission, even attempted, of the predicate offences will constitute a serious breach of the obligations set out in these General Terms and Conditions and may entitle the Purchaser to terminate these General Terms and Conditions, the Purchase Agreement and the Purchase Order with immediate effect, following written notification, without prejudice to compensation for any damage caused to the Purchaser. Any violation or suspected violation of the principles of the Code of Ethics, the Supplier Code, the Model and the Anti-Corruption Policy and applicable rules must be reported without delay to the Purchaser’s Supervisory Body. Reports must contain a description of the facts constituting an alleged violation of the provisions contained in the Purchaser’s Code of Ethics, Model and Anti-Corruption Policy, including information relating to the time and place of the events described and the persons involved. The Purchaser does not tolerate threats or retaliation of any kind against the reporting person or anyone who has collaborated in verifying the validity of the report and reserves the right to take all appropriate action against anyone who carries out or threatens to carry out such acts of retaliation in accordance with the provisions of the law.

20. Processing of personal data

20.1. The Parties mutually acknowledge that, for the purposes of signing and managing the Agreement from an administrative and accounting perspective, each Party may communicate to the other Party personal data as defined by the applicable legislation on the protection of personal data. Each Party undertakes to process Personal Data in compliance with Regulation (EU) No. 2016/679 and Legislative Decree No. 196/2003, as amended by Legislative Decree No. 101/2018. Pursuant to Law 196/03, the Supplier expressly consents to the processing of its personal data and authorises the Purchaser to use its name and registered office as a reference for technical and commercial promotion purposes. This consent is optional and may be revoked at any time.
20.2. The Supplier’s Personal Data will be processed in accordance with the law, according to the information published on the Company’s institutional website https://www.garicambi.com.

21. Express Termination Clause

In relation to this order/contract, the Supplier declares that it is aware of the provisions of Legislative Decree No. 231/01 and the provisions of the Code of Ethics and Model 231 adopted by the company.
In this regard, it undertakes to behave in accordance with the principles set out in the aforementioned documents and in any case in such a way as not to expose the company to the risk of the application of the sanctions provided for in the aforementioned decree.
The Purchaser shall have the right, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, to terminate the contractual relationship in the event of failure to comply with the aforementioned requirements/principles, without prejudice to any greater damages.

22. Dispute resolution

22.1. For all disputes arising from the execution and interpretation of the contractual relationship, the Court of Modena, the Purchaser’s place of business, shall have exclusive jurisdiction.