General terms and conditions of purchase of goods and services
- The Purchase Order is issued under the following General Terms and Conditions and any Specific Conditions contained therein, which constitute an integral and substantial part of the Purchase Order itself. In case of conflict, the dispositions contained in the Specific Conditions shall prevail over the General Terms and Conditions. These conditions shall prevail over any conditions prepared or adopted by the Supplier, who, by accepting the purchase order, expressly waives the application of its own conditions. The Purchase Order shall be con considered accepted when the Supplier sends the relevant order confirmation to EUROMEGA or otherwise executes the Order. Any modifications to the Order by the Supplier, even if stated on the order confirmation, shall be recognized as valid only if expressly accepted in writing by a duly authorized representative of EUROMEGA. The conditions listed in the Supplier’s offers, invoices, letters, faxes, emails, etc., are also not recognized unless expressly accepted by EUROMEGA.
- The Purchase Price refers to the supply subject to the Order, according to the conditions, methods, times, and specifications established in the Order itself. The supply under the Order shall be made with the express waiver by the Supplier of any price revision due to fluctuations in costs of any extent, with any risk in this regard being borne by the Supplier. The Supplier therefore expressly waives, here and now, the right to request the resolution of the Order due to excessive onerousness under Article 1467 of the Civil Code. Shipping, transportation, packaging, customs, insurance costs, and any other taxes or duties to be paid to private individuals or public entities are deemed included in the agreed Purchase Price, unless otherwise provided in the Specific Conditions.
- The invoice must include the details of the Order(s) and the shipping documents to which it/they refer; moreover, any other document accompanying the supply (certificates of origin, quality, justifications, conformity certificates, user and storage manuals, handling or shipping instructions, all in both Italian and English, etc.) necessary to enable EUROMEGA to verify and accept the invoice must be provided.
- Unless a special form of packaging is requested in the Order, the Supplier must deliver the goods with adequate packaging, taking into account the nature of the goods themselves and adopting measures suitable for protecting them from weather conditions, loading accidents, transport conditions, and subsequent storage. The packaging must in any case comply with the legal requirements in force in Italy.
- The delivery date indicated in the Order is binding. The Supplier is required to inform EUROMEGA immediately in writing if, for any reason, it is unable to meet the delivery deadline. In case of delays in delivery, after written reminder, the Supplier may be subject to a penalty of 0.5% for each day of delay, up to a maximum of 5% of the order value, without prejudice to any compensation for any further damage under the last part of the first paragraph of Article 1382 of the Civil Code. The Supplier may only make partial or early deliveries with EUROMEGA’s prior written consent.
- By accepting the Order, the Supplier undertakes for itself and its Auxiliaries (all those collaborating with the Supplier in the execution of the activity) to indemnify EUROMEGA, its directors, employees, and/or agents from any damages caused to persons and/or property, both of EUROMEGA and third parties, arising from the performance of the Activities under the Order itself, assuming all related burdens, costs, and expenses. If EUROMEGA is required to initiate a recall campaign against third parties due to defects, flaws, or non-compliance of the product supplied by the supplier, the supplier must bear all costs, burdens, and expenses related to the recall campaign, without prejudice to EUROMEGA’s right to compensation for any further damages.
- The Supplier is required, at its own expense, to take out and maintain throughout the validity period of the obligations arising from the relationship(s) to which these General Conditions refer, product liability insurance with an insurance company of proven reliability and solvency. Upon request by EUROMEGA, the Supplier must provide a copy of the valid insurance certificate. Failure to provide such certificate when requested, or the termination of the insurance relationship, shall entitle EUROMEGA to terminate any relationship with the Supplier.
- EUROMEGA assumes no liability towards third parties for commitments and/or rights assumed by them with the Supplier in relation to the execution of the Activities under the Order.
- By accepting the Order, the Supplier a) guarantees that, in carrying out the activities subject to the Order, no provisions of law and/or regulations applicable, nor rights of third parties, including, merely by way of example and not exhaustively, industrial and/or intellectual property rights, will be violated; b) declares and warrants full ownership of the goods as well as ownership of any licenses provided within the scope of the Order, and declares and warrants that the goods supplied are free from any encumbrance, real guarantee, or rights of third parties; c) guarantees that the goods and/or services subject to the Order comply with what is established in the Order itself; guarantees that the goods subject to the Order have the qualities established therein, as well as those essential for the intended use, and are free from defects or flaws, obvious or hidden, due to incorrect design, workmanship, storage, or materials and techniques used, known and/or knowable to it, which reduce their value and/or make them unsuitable, even partially, for the intended use or may negatively affect their duration of use/operation as defined by the technical standards, requirements, and standards of the respective product sectors; in this regard, the deadline for reporting defects or flaws in any case starts from the day of discovery, as established by the current Italian legislation; d) guarantees that the goods subject to the Order will comply with the European Union standards potentially applicable to them. The Supplier undertakes to indemnify EUROMEGA from any loss, cost, damage, or expense of any kind borne by EUROMEGA as a result of the violation, non-correspondence to the truth, or inaccuracy of any of the statements and warranties set forth in this article. Moreover, it will be EUROMEGA’s right, as a result of the violation, non-correspondence to the truth, or inaccuracy of any of the aforementioned statements and warranties, to terminate the Order by law, under Article 1456 of the Civil Code, without prejudice to the right to compensation for all damages.
- The Supplier warrants that the goods supplied conform to the specified technical specifications and are suitable for the purpose for which they are provided and undertakes to repair and/or replace, at its own expense, the defective supply or defective and/or faulty parts with new and original spare parts and/or components and/or materials. The transportation costs necessary for the replacement and/or repair of the defective supply shall be borne by the Supplier. If the replacement of the defective parts is not possible, the Order shall be deemed canceled and the Supplier shall be liable for damages.
- The verification, including quantitative, testing, and actual receipt of the goods, shall be carried out in our warehouses, unless otherwise provided in the Specific Purchase Conditions. Defective merchandise or otherwise not complying with the agreed conditions, including excess material delivered compared to the order, shall be rejected and made available to the Supplier itself or returned at the Supplier’s expense. Any discrepancies found shall be notified to the Supplier in writing within 8 days of receipt or discovery.
- All goods provided by EUROMEGA for the execution of the activities under the Order must be returned to it at the end of the same, unless otherwise agreed between the Parties. The Supplier may not transfer to third parties, modify, or use for other purposes the goods provided by EUROMEGA and shall be responsible for the custody, preservation, and proper use thereof. The Supplier hereby indemnifies EUROMEGA in advance from any liability for damages to persons and/or property that may arise from improper use of the goods provided by EUROMEGA, having previously verified them and found them safe and suitable for their destination.
- The Supplier undertakes to respect, and to ensure compliance by its employees and other Auxiliaries, the obligation of confidentiality regarding all information, data, documentation, and news related to the Order, as well as those of which it has become aware and/or acquired during the execution of the related activities.
- Neither Party shall be held liable for failure to fulfill obligations if such failure results from force majeure (including, but not limited to, situations caused by the outbreak or threat of war, governmental measures, floods, fires, lightning, explosions, accidents, riots, epidemics, and/or consequent health restrictions), provided that the circumstance is promptly communicated in writing to the other Party. If it is found that the delay in carrying out the Activities is due to force majeure, the completion date of the activities will be extended for a period to be agreed upon between the Parties, taking into account the urgency of the supply.
- The Supplier is expressly prohibited from assigning, in any way, totally or partially, the obligations and/or rights arising from the Order without the prior written consent of EUROMEGA, under penalty of the unenforceability of such assignment. Failure to comply with this provision shall entitle EUROMEGA to terminate the Order by operation of law under Article 1456 of the Civil Code, without prejudice to EUROMEGA’s right to claim compensation for any further damages.
- In addition to what is expressly provided in the individual articles of these General Conditions and/or, if applicable, in the Specific Conditions, EUROMEGA may exercise the right to terminate the agreement under Article 1456 of the Civil Code, and without prejudice to the right to compensation for all damages, in the event that the Supplier: a) supplies goods and/or services not in compliance with what is provided in the Order, as well as uses personnel and/or equipment not complying with the agreed requirements; b) makes changes and/or variations to the goods and/or services without the approval and/or written authorization of EUROMEGA and/or on its own initiative; c) fails to comply with current regulations on insurance, economic treatment and social security of its personnel, and safety regulations, violates anti-mafia laws, if applicable, violates current regulations and standards relating to the subject matter of the supply or service; d) fails to enter into the bank guarantees/sureties possibly provided for in the Specific Conditions or fails to promptly renew them; e) has provided or produced certifications, for the purpose of carrying out the activities subject to the Order, which are found, at any time, not to correspond to the truth or irregular; f) there is a non-negligible breach and the Supplier fails to remedy such breach within the deadline given by EUROMEGA; g) the Supplier is subject to bankruptcy, a preventive arrangement with creditors, administrative liquidation, extraordinary administration or other bankruptcy or enforcement proceedings, without prejudice to the mandatory provisions of the law.
- The personal data provided by the Supplier may be processed in paper and electronic form for contractual and legal purposes, as well as to achieve effective management of commercial relationships, with particular reference to statistical, marketing, quality control, and trust purposes; for the purposes mentioned above, the data may be processed by the following categories of authorized personnel and/or controllers: employees of the Commercial, Administration, Purchasing, Logistics, Production, Quality, Research and Development, Switchboard Offices; commercial information companies; trusted consultants; IT consulting companies etc. Data subjects may exercise all the rights under Article 7 of Legislative Decree no. 196/2003 (access, rectification, updating, opposition to processing, and deletion). The data controller is the company EUROMEGA S.r.l. located in Arese (MI) – 20044 at viale dei Platani, 82/c (tax code and VAT number IT 11616980154).