General Conditions of Purchase
This document contains the general conditions of purchase (the "Terms of Purchase") of the company Bi.Ci.Di. S.r.l (Hereinafter "BICIDI"), with registered office at Via dei Almond 38/40, St. Columban al Lambro, Italy.
1. General principles
1.1 The Conditions of Sale set forth herein shall govern all relationships that will be established between BICIDI and the supplier, as indicated on the title page (the "Supplier"), relating to requests for quotations, orders and / or purchase contracts relating to products better described in the offer requests, orders and / or contracts to buy them (and below for brevity referred to as "Products").
1.2 Exemptions or modifications to these Terms of Purchase shall only be valid if expressly accepted in writing by BICIDI and will have value only for orders and / or purchase contracts to which they relate. Therefore, any provision contrary to or in addition to these Terms of Purchase, introduced by the Supplier, shall be void and of no effect, unless it is expressly accepted in writing by BICIDI.
2. Improvement and Conclusion of the Contract of Purchase
2.1 The order confirmation that the supplier sends to BICIDI must contain the acceptance of these Conditions of Purchase and the special conditions contained in the order request BICIDI.
2.2 The contract is concluded when BICIDI receives written confirmation of the order by the Supplier. Such written confirmation may be sent via Internet, e-mail or fax.
2.3. In the event of non-acceptance or confirmation of the order by the Supplier within 3 working days of receipt, the order shall be deemed valid to the conditions therein contained.
3. Delivery of Products.
3.1 Unless otherwise agreed in writing, delivery of the products to the Buyer is "DDP" ("Delivered Duty Paid") at the offices of BICIDI. "DDP" is interpreted according to the INCOTEMS of the International Chamber of Commerce, in the version in force on the date of the purchase order.
3.2 The delivery times indicated by BICIDI or agreed between the parties are set out in favor of BICIDI.
3.3. Any delays in delivery and / or partial deliveries will result, unless otherwise agreed, the application of a conventional penalty in favor of BICIDI to the extent of 3% of the total price of the supply for each day of delay. However, if the delay exceeds 20 working days, BICIDI will be entitled to terminate the contract at any time by written notice to the Supplier.
3.4 Deliveries or supplies that are not from the specifications indicated in the contracts, drawings and orders BICIDI can be legitimately rejected by the latter or will require, for the purposes of their acceptance, the prior agreement and written consent from BICIDI. To this end, they will make full proof of the quantities, weights and dimensions, as determined by BICIDI during the acceptance of the goods.
3.5 The dates, places and terms of delivery in the order or in the agreement shall be binding on the Supplier. To this end will be the date of delivery of products to the agreed order and / or contract.
3.6 The Supplier shall be liable also directly against BICIDI of all acts, deeds and behavior of the chosen carrier and its auxiliaries, as always, the Supplier will be the only person liable for payment of the benefits of the carrier, without this last may assert any claim against BICIDI.
3.7 In the event that the supplier carries out the delivery of the Products in places and to persons other than those indicated by BICIDI, the latter may refuse to accept the delivery, subject to full compensation for damages.
3.8 Notwithstanding the provisions of the second paragraph of Art. 1510 cod. civ., the Supplier is not released from the obligation of putting the goods delivery to the carrier or shipper.
3.9 The Supplier shall give immediate notice to the purchasing department to BICIDI, where foresees difficulties that could hinder its ability to deliver or supply the goods or services promptly and with the required quality. However, this does not constitute a waiver from its responsibility for the delay in the performance.
4. Prices
4.1 The sales prices, expressed in Euro, are "DDP" ("Delivery Duty Paid") and may also include other fees and costs (eg. Transport costs), if included in the invoice, unless otherwise determined by the seller in the order confirmation.
4.2 The Supplier shall bear all risks of loss or damage relating to the goods until this is received by BICIDI or a representative of the same, in the agreed place of delivery.
4.3 From the moment BICIDI receives the order confirmation, sales prices can not be modified by the Supplier unless otherwise agreed in writing.
5. Terms of payment
The terms of payment will be agreed with the Supplier from time to time and will be indicated in the orders of BICIDI.
6. Warranty.
6.1 The Supplier warrants that the products supplied have the qualities essential to the use to which they are intended and are in compliance with Italian law and the rules of the applicable EC as well as the drawings, specifications and requests for BICIDI addition to the security requirements under the law force.
6.2 The Supplier under warranty for any defects of the Products in accordance with applicable law.
6.3. After a denunciation of the vices pursuant to applicable law, defective material will be removed at the expense of the Supplier at the headquarters of BICIDI.
6.4 BICIDI, in its sole discretion, may require the replacement of the defective Product or refund of the purchase price, and / or charge to the supplier any repair costs, selection or shipping in case of returns from its customers due to the defect identified, without prejudice to any other rights and remedies provided by applicable law. The replacement of the defective Product will take place at the headquarters of BICIDI.
6.5 BICIDI shall also have the right to suspend or delay payments in case of complaints.
6.6 The guarantee granted under this article does not replace any other warranty, expressed or implied, are provided for them by law or commercial practice.
7. Force majeure
7.1. If the fulfillment of any contractual obligation BICIDI rendered impossible or excessively costly due to unforeseeable events not attributable to it, such as, but not limited to, fire, flood, earthquakes, explosions, accidents, wars, riots, insurrections , sabotage, epidemics, quarantine restrictions, strikes, lack of manpower, transport blocks, lack of energy, natural disasters and acts of any public authority, including foreign nationals, the same will be released from the obligation to accept the products.
7.2 BICIDI will also have the option - and without prejudice to any other rights - to withdraw all or part of the purchase contract if such events do not last longer negligible and the needs of BICIDI have diminished appreciably.
8. Termination of the contract.
BICIDI has the right to immediately terminate the purchase contract concluded on the basis of these Conditions of Sale, as well as in the cases expressly provided for in these Terms and the applicable law, if any intervening change in economic conditions of the Supplier that affects their ability to meet the its obligations or in the event that the Supplier is placed, by way of example, in liquidation, is subject to bankruptcy or other insolvency proceedings.
9. Autonomy.
If any provision of these Terms is held invalid, such invalidity shall not affect the validity of the remaining provisions will continue in full force.
10. Applicable Law.
These Conditions of Purchase, as well as any purchase contract with them shall be governed by the United Nations Convention on the International Sale of Goods (Vienna, 1980) and, for matters not covered by it, by Italian law.
11. Governing law and jurisdiction
Any dispute arising from these conditions or in connection with the same, shall be referred exclusively to the Court of Milan (Italy), in agreement with the express exclusion of any other Court competitor or alternative.
12. Final Provisions
12.1 These Conditions of Purchase are written in Italian.
12.2 This version is the only binding and must be considered prevalent.
12.3 The English text is considered translation done as a courtesy.
