ARTICLE 1 - PROPOSAL AND ACCEPTANCE
1.1. The written acceptance of the Order by the Supplier or the start of the execution of the Order by the Supplier shall constitute acceptance by the Supplier of the Order and of these General Purchase Conditions.
1.2. Any modification of these General Purchase Conditions must be expressly accepted in writing by the Buyer.
ARTICLE 2 - OBLIGATIONS AND FULFILLMENT
2.1. The Supplier must execute the Order in compliance with the provisions of these General Purchase Conditions. The Supplier shall provide the Buyer with all the information that the Buyer requests in relation to the Supplies from time to time and must also promptly inform the Buyer if, at any time, the Supplier finds itself unable or late or becomes aware of any circumstance that could place him in the situation of being unable or delayed in the execution of any portion of his own Supplies.
2.2. The Buyer reserves the right to change the Order at any time. Any change of this kind will be made through a written review of the Order, accepted in the manner set out in the previous article 1.
2.3. The Supplier cannot assign, dispose of, sub-supply or sub-contract all or part of the Order without the prior written consent of the Purchaser and without the express written acceptance of the General Purchase Conditions and any other provision contained in the Order by of (depending on the case) transferee, buyer or subcontractor. Acceptance of the assignment by the Buyer and / or the subcontractor does not release the Supplier from its responsibilities and obligations deriving from the Order.
ARTICLE 3 - DELIVERY
3.1. The Supplies must be delivered duty paid DDP - Delivered Duty Paid at the address specified in the Order. Ownership of the Supplies will be transferred upon delivery to the address indicated in the Order. The passage of the risk related to the Supplies will pass to the Buyer at the time of delivery, according to the delivery terms just indicated.
3.2. Delivery will be deemed to have taken place when the Supplier has delivered the goods (in terms of description, quality and quantity) to the address specified in the Order. For each delivery made by the Supplier, a shipping document containing the same invoice information must be procured in duplicate by the Supplier, except for the indication of the price. The Order must be considered executed when: (i) all the Supplies have been delivered and / or supplied in compliance with the provisions of the Order and have been accepted by the Buyer; (ii) all the documents established in the Order and / or all the documents and certificates required for the implementation and maintenance of the Supplies in accordance with the provisions in force have been received and accepted by the Buyer.
3.3. The Supplies must be delivered on the date indicated in the Order. Partial or early deliveries will not be accepted without the Buyer's prior written consent.
ARTICLE 4 - DELIVERY PROGRAM - DELAY PENALTIES
If the Supplier does not comply with the delivery schedule but the Buyer decides not to terminate the Order, the Buyer may request the Supplier, without notice, to pay a penalty in a sum equal to 1% of the value of the Order, excluding taxes, for each day of delay, up to a maximum, for each individual hypothesis of delay, equivalent to 10% of the value of the Order. There will be automatic compensation between the value of the penalties and any sum still due by the Purchaser to the Supplier, whether these amounts are payable or not at the time the compensation is realized. The right of the Buyer to request compensation for further damage is reserved, even in the event of application and payment of the penalty for late delivery.
ARTICLE 5 - PARTIAL DELIVERY - DELIVERY DIFFERENCES
5.1. If the Supplier delivers only a part of the Order or if only part of the delivery complies with the provisions of the Order, the Buyer may, at his own discretion, apply the provisions of Article 4 limited to those parts of the Order not delivered or differ from the requirements set out in the Order.
5.2. In the event of a partial or non-standard delivery, the provisions of this clause do not affect the Buyer's right to: (i) terminate the entire Order in accordance with the provisions of Article 16; (ii) request compensation for any damage, loss, costs or expenses incurred due to the Supplier's breach; and / or (iii) request the application of the penalties calculated on the total value of the Order, excluding taxes.
ARTICLE 6 - OBLIGATIONS OF THE SUPPLIER BEFORE SHIPMENT
6.1. The Supplier will give the Buyer or persons indicated by the Buyer free access to their own factory or to that of their subcontractors / sub-suppliers or to any other place where operations related to the Order are carried out, with the aim of allowing the verification of the status of execution of the Order and its progress.
6.2. Personnel employed or appointed by the Supplier will still remain under the complete responsibility of the Supplier even if, in order to perform the obligations assumed with the Order, he must work at the Buyer, or any of the Buyer's customers.
ARTICLE 7 - PACKAGING - TRANSPORT
7.1. The Supplier is responsible for packaging the Supplies and verifying that the Supplies are assembled, packaged and protected in an appropriate manner.
7.2. The Supplier will have to draw up an inventory for each shipment. The inventory must contain all the details necessary to identify the packages (order details, type and quantity of the Supplies, name of the carrier, details of the shipment) as set forth in the Order.
7.3. In the event that the Supplies were damaged during their storage, transport, delivery or in any case prior to their acceptance, the Supplier undertakes to find and supply, at its expense and danger, identical replacements for each item damaged or lost, within the terms provided in the delivery plan. The Buyer, without prejudice to the exercise of rights or remedies provided for by law due to such failure, may, at its option, (a) terminate the Order without notice or compensation; (b) reject the Supplies; (c) withhold payment in whole or in part.
ARTICLE 8 - PRICES
The Prices indicated in the Order are all-inclusive, fixed and not revisable, after deduction of the discounts, and in any case include (without exception): taxes and duties, storage, packaging, insurance, customs duty and transport paid up to the delivery address . The currency of the amounts reported in the Order is also the payment currency. Prices are not subject to any form of revision, depending on changes in exchange rates or otherwise.
ARTICLE 9 - INVOICING
9.1. The Supplier will issue invoices in three copies, to be delivered to the Buyer at the address indicated in the Order.
9.2. The invoices must be accompanied by the documentation proving that the Order has been performed correctly and must contain:
1) All references, number and date of the order, and the relative project;
2) A complete description of the Supplies, as well as the number and date of the delivery note accompanying the shipment;
3) The price of the Supplies, excluding taxes, the amount of VAT, taxes, insurance and customs duty, as well as the price including taxes and any applicable discount;
4) The date by which the payment must be made pursuant to the following Article 10; and, more generally, all the information that must be reported on the invoice in order to comply with the applicable legislation.
9.3. The Purchaser reserves the right not to accept incorrect invoices in substance and / or form.
ARTICLE 10 - PAYMENT
10.1. Unless the Order provides otherwise and on condition that the provisions of the Order are duly fulfilled, the invoices complying with the provisions of Article 9 above will be paid within 90 days from the date of receipt.
10.2. The Purchaser will have the right to offset any invoice with any amount that the Supplier owes to the Buyer based on the Order or any other title.
10.3. The payment by the Buyer of the price established in the contract for the Supplies delivered will not constitute acceptance of them and will not free the Supplier from its responsibilities and obligations.
ARTICLE 11 - WARRANTY
11.1. The Supplier guarantees the Buyer that the Supplies (i) are fully compliant with the provisions of the Order, the specifications, the projects and the related documentation; (ii) comply with the best industrial practices and applicable standards, as well as with applicable legislation (including any export regulations); (iii) have no design, material, workmanship, construction or installation defects; and (iv) are new and suitable for use by the Buyer.
11.2. The Guarantee will have a minimum duration of two years, starting from the date on which the Supplies are put into service (Article 13).
11.3. The Supplier undertakes to promptly replace, at his own expense, any defective part of the Supplies. Any part replaced, according to the provisions of the contractual guarantee or any other guarantee provided for by the law, will be subject to the same guarantee clause referred to in this Article 11. The costs of returning the defective parts to the Supplier shall be borne by the Supplier. The Supplier undertakes to supply spare parts and any other parts that may be required during the entire operation of the Supplies. If the Supplier fails to promptly remedy any defect or non-conformity, the Buyer may directly arrange for all the necessary works to be carried out at the Supplier's expense. 11.4. The Warranty period will be extended for the entire duration in which the Supplies are out of service, starting from the day the Buyer requested the Supplier to take action to remedy the defect or non-conformity until the date on which the Supplies in question are put back into service. If a fundamental or principal part of an element of the Supplies requires repair or replacement during the Warranty period, the extension and renewal of the Warranty will extend to the entirety of this element of the Supplies.
ARTICLE 12 - RESPONSIBILITY AND INSURANCE
12.1. The Supplier will be liable to the Purchaser and any third party, and must indemnify and hold the Purchaser harmless against any loss, damage, cost and expense of any kind (whether it is direct, indirect, material, immaterial, physical or economic, and whether they are suffered by the Purchaser, the Supplier or by any third party), deriving from the violation by the Supplier of its obligations provided by the Order or by an unlawful act or non-fulfillment. The Supplier will be responsible for the consequences of its own breaches even if attributable to its employees, managers, administrators, agents, subcontractors and / or suppliers.
ARTICLE 13. Right of withdrawal pursuant to Legislative Decree n. 206/2005
13.1. The right of withdrawal is recognized only for the products envisaged by Legislative Decree 6 September 2005, n. 206 and is therefore expressly excluded for the supply of digital content through non-material support, in accordance with the provisions of art. 59 lett. o) of the aforementioned Legislative Decree. In fact, for such products the Buyer, by giving the express consent about the beginning of the service before the end of the deadline for the right of withdrawal, expressly accepts to lose his right of withdrawal for the products in question.
13.2. For products for which the right of withdrawal is not excluded, the Purchaser has the right to withdraw from the stipulated contract, without any penalty and without specifying the reason, within the term of 14 (fourteen) days, starting from the day of receipt of the product purchased. The possible withdrawal is to address ESA BOUTIQUE SRL Via Calatafimi, 197 63074 S.Benedetto del Tronto (AP) Italy
13.3 In the event that the Buyer decides to exercise the right of withdrawal, he must inform the Seller of his decision to withdraw from the contract, presenting any explicit declaration (for example letter sent by post, fax or e-mail). To this end, the Purchaser may also use the standard withdrawal form referred to in Annex I part B of Legislative Decree no. 21/2014, but it is not mandatory.
13.4. To comply with the withdrawal deadline, it is sufficient to send the communication concerning the exercise of the right of withdrawal before the expiry of the withdrawal period. The burden of proof relating to the exercise of the right of withdrawal, in accordance with this article, lies with the Buyer.
13.5. The return of the goods must take place without undue delay and in any case within 14 (fourteen) days from the date on which the Buyer communicated to the Seller its decision to withdraw from the contract. The Buyer will only be responsible for the decrease in the value of the goods resulting from the handling of the goods other than that necessary to establish the nature, characteristics and functioning of the goods.
13.6. In the hypotheses expressly foreseen by the art. 59 of Legislative Decree no. 206/2005, the right of withdrawal in favor of the Buyer is in any case excluded.
13.7. The Purchaser exercising the right of withdrawal pursuant to this article shall bear the direct cost of returning the goods to the Seller.
13.8. The Purchaser who exercises the right of withdrawal in accordance with what has been established will be reimbursed the sums already paid, including delivery costs, except for the additional costs deriving from the type of delivery expressly chosen by the Buyer and different from the less expensive standard delivery type offered by the Seller. These amounts will be refunded without undue delay and in any case within 14 (fourteen) days, starting from the day on which the Seller was informed of the Buyer's decision to withdraw from the contract, using the same means of payment used by the Buyer for the transaction initial, unless the Buyer has expressly agreed otherwise. Unless the Seller has offered to withdraw the goods himself, the Seller may however withhold the reimbursement until he has received the goods or until the Buyer has demonstrated that he has sent back the goods, depending on which situation occurs first.
13.9. Upon receipt of the communication in which the Buyer informs the Seller to exercise the right of withdrawal, the Parties are released from their mutual obligations, without prejudice to the provisions of this article.