GENERAL CONDITIONS OF PURCHASE FOR THE SUPPLY OF GOODS AND SERVICES

The following General Conditions (“General Conditions”) apply to all supplies of goods and services subject to Purchase Orders (“Orders”) placed by Tecnica Group S.p.A. (“TECNICA GROUP” and/or “the Buyer”), where not expressly waivered in the said Purchase Orders. Therefore, any provisions that differ from these General Conditions, or any conditions of sale of the Supplier, will not be binding for TECNICA GROUP unless accepted in writing. The acceptance of the supply of goods and services or the payments does not imply and cannot in any case be interpreted as acceptance by TECNICA GROUP of conditions that differ from these General Conditions.

Fulfilment of the Order constitutes full acceptance of these General Conditions, as well as the special conditions indicated in the Order, by the Supplier, pursuant to art. 1327 of the Italian Civil Code.

If the Supplier does not accept the Order in writing within 2 (two) calendar weeks from its receipt, TECNICA GROUP will have the right to cancel it.

Section 1

A) – SUPPLY OF GOODS

1A.1 Supply prices are understood to be fixed and invariable for the entire duration of the Order, the parties having agreed that the provisions of art.1467 and 1664 of the Italian Civil Code are not applicable.

1A.2. The Supplier undertakes:

1. to deliver, at its own care and expense, the goods and products ordered under the terms and in the places indicated in the Order;
2. to carry out at its own expense the packaging, loading and unloading, transport and delivery of the goods supplied, as well as the disposal of any residual materials, ensuring full compliance with all applicable regulations;
3. to execute the delivery by providing the goods with a regular transport document or other legally valid alternative document, which shall state the relevant Order number issued in addition to the description and quantity and unit of measurement of the goods to be delivered;
4. to guarantee that the goods supplied are free from defects and that they fully comply with the requirements of TECNICA GROUP (e.g. technical specifications, quality requirements, delivery and packaging specifications) and with the applicable national and EU regulations and laws. Defective goods and products or those that do not comply with the legal requirements or the agreed conditions will be rejected and readily made available to the Supplier;
5. to promptly inform TECNICA GROUP of any accidental event or possible defect in the goods supplied, which could jeopardise the safety of their use or transformation or make them non-compliant with the legal requirements or the agreed conditions;
6. to guarantee the prompt repair or replacement, free of charge, of defective goods or goods that do not comply with the legal requirements and/or the technical specifications of TECNICA GROUP. In any case, the Supplier will be charged with the cost of disassembly, assembly and assessment of the fault/defect and of the repair or replacement, as well as transport costs, without prejudice to compensation for any further damages.

1A.3. Unless otherwise stated in the Orders, the delivery and return conditions of the goods must be intended as DDP (Delivery duty paid, i.e. including packaging, transport, customs and insurance costs) to the TECNICA GROUP site/plant indicated in the Order. The delivery of the goods to the carrier or forwarding agent does not release the Supplier from the delivery obligation.

1A.4. The Supplier acknowledges that the Order can provide for penalties for late deliveries, non-conformity of the supply, etc., except in cases of duly documented force majeure. In addition, considering the Supplier’s obligation to respect the delivery terms provided for in the Order and/or TECNICA GROUP’s production requirements, in case of total or partial delay in delivery, except for cases of duly notified force majeure, exceeding a maximum of 15 (fifteen) consecutive calendar days, TECNICA GROUP will have the right to terminate the agreement relating to the Order according to art. 1456 of the Italian Civil Code, without prejudice to compensation for damages.

1A.5. Acceptance of the supply is in any case subject to the positive outcome of its testing/verification by TECNICA GROUP. In the case of a negative outcome of the testing/verification, the Supplier commits to replace and/or restore the functionality of the goods within the deadline that will be set by TECNICA GROUP in agreement with the Supplier, without prejudice to the right to request compensation for damages for non-delivery and/or the application of any penalties for late delivery.

1A.6. Without prejudice to TECNICA GROUP’s right to refuse goods that do not comply with what TECNICA GROUP has requested, the ownership of the goods and products will pass to TECNICA GROUP at the moment of delivery to the place indicated in the Order.

1A.7. TECNICA GROUP has no responsibility for excess supplies that have not been agreed in advance by the Supplier with TECNICA GROUP, which will be rejected at the Supplier’s expense.

B) – PROVISION OF SERVICES

1B.1. Supply prices are understood to be fixed and invariable for the entire duration of the Order. The provisions of art. 1467 and 1664 of the Italian Civil Code are excluded.

1B.2. The Supplier undertakes to perform the services covered by the Order independently, with organisation of the necessary means and management at its own risk, and with the diligence required by the nature of the services entailed.

1B.3. The Supplier acknowledges that the Order may provide for penalties for delays in the provision of services and/or failure to comply with the service levels indicated in the Order etc., except in cases of duly documented force majeure. In addition, considering the Supplier’s obligation to respect the delivery terms provided for in the Order and TECNICA GROUP’s requirements, in case of total or partial delay in delivery, except for cases of duly notified force majeure, exceeding a maximum of 15 (fifteen) consecutive calendar days, TECNICA GROUP will have the right to terminate the agreement relating to the Order according to art. 1456 of the Italian Civil Code, without prejudice to compensation for damages.

Section 2 – PAYMENT CONDITIONS

2.1 The Supplier acknowledges that:

1. invoices can only be issued by the Supplier upon delivery of the goods and supply of the service to TECNICA GROUP;
2. invoices must always refer to the Order number and, in the case of the supply of goods, also to the transport document, the quantities/units of measurement/price/currency and must be issued at the agreed intervals;
3. in the event of any discrepancies between the Orders and the invoice data, the Supplier shall rectify the invoices in accordance with the Orders by issuing rectification documents. Any credit and/or debit notes shall refer to the relevant original invoice with its number and date as well as the number of the transport document and the Order.

2.2 Pursuant to and for the purposes of art. 4, paragraph 3, of Legislative Decree 231/2002, as amended by Legislative Decree 192/2012, the Supplier acknowledges and accepts, unless otherwise provided for in the Orders, 90 days from the end of the month of the invoice date as payment terms, considering the date of issue of the invoice as conventionally set at the last day of the month. Invoices shall be paid by bank transfer.

2.3 In case of application of penalties, TECNICA GROUP will issue an invoice/debit note (VAT exempt as per art. 15 DPR 633/72 and subsequent amendments) with payment within 60 days from the date of issue of the invoice/debit note.

2.4 The Supplier commits to notify TECNICA GROUP a single direct debit (or bank detail), valid for the entire duration of the agreed contract, and to clearly indicate the IBAN code of the current account, on which the payment must be made. In case of amendments or changes, the Supplier commits to notify the details to TECNICA GROUP at least 60 (sixty) days before the payment due date by PEC (Italian certified email).

Section 3 – AUTHORISED THIRD PARTY SUPPLIERS – PROHIBITION OF ASSIGNMENT

3.1 Considering the nature and purpose of the supply, the Supplier is not entitled to entrust third parties with the production and/or supply of all or part of the goods or services without prior written authorisation from TECNICA GROUP. If the Supplier entrusts a third party supplier, authorised by TECNICA GROUP according to the present art. 3.1 (hereafter, the “Authorised Third Party Suppliers”) with the execution, in whole or in part, of the due supplies, the supplier is not released from the obligations and responsibilities assumed towards TECNICA GROUP with the present General Conditions.

In order to obtain the prior written authorisation from TECNICA GROUP, as per art. 3.1 herein, the Supplier will communicate in writing the name and address of the registered office as well as the production site of the third party supplier, the activities assigned to the latter and any other information that TECNICA GROUP may deem useful and necessary. For all supplies entrusted to Authorised Third Party Suppliers, the Supplier commits, in any case, also to ensure that the Authorised Third Party Suppliers carry out the supply according to the terms requested by TECNICA GROUP, whilst observing these General Conditions and especially Section 6 – Intellectual Property Rights.

In the event that each Authorised Third Party Supplier carries out one or more acts that are forbidden under these General Conditions and the provisions of this art. 3.1, upon TECNICA GROUP’s simple request, the Supplier will cease all relations and terminate the relative contract with the Authorised Third Party Supplier in question and will ensure that the latter immediately ceases all activities relating to the supply it was mandated.

3.2 It is forbidden for the Supplier to transfer the Orders and receivables from TECNICA GROUP, as well as to give mandates for collection, unless authorised in writing by TECNICA GROUP.

Section 4 – TERMINATION – WITHDRAWAL – FORCE MAJEURE

4.1 The Supplier recognises that the fulfilment of certain obligations provided for in the Orders is essential and that TECNICA GROUP will have the right, in addition to the compensation for damages, to terminate the agreements related to the Orders according to art. 1456 of the Italian Civil Code, if one of the following hypotheses occurs:

1. delay in the execution of the supplies, except in cases of force majeure, exceeding 15 (fifteen) consecutive calendar days as provided for in art. 1A4 and 1B3 of these General Conditions;
2. non-negligible breach of the obligations contained in art. 1A.2, 1B.2, 3, 5 and 6;
3. transfer/lease by the Supplier of the business or transfer/lease of the branch of the business with respect to the services to which the Supplier is obliged under these General Conditions;
4. change in the controlling corporate structure of the Supplier;
5. the Supplier is subject to liquidation, including voluntary liquidation; the Supplier files a petition or is subject to composition with creditors, including out-of-court composition, or other insolvency proceedings.
6. deterioration of the Supplier’s equity/financial conditions to the point of compromising its supply commitment to TECNICA GROUP.

4.2 Special cases of withdrawal and/or termination are regulated in the Orders.

4.3 Each party shall not be liable for failure to perform its obligations under the Orders, if and as long as such non-fulfilment is the result of unforeseeable and/or unavoidable circumstances (e.g. wars, natural events, disasters, strikes, pandemics, etc.), such as to prevent the fulfilment of the contractual obligations (“Force Majeure”), provided that the Party with respect to which such Force Majeure operates notifies the other Party within 48 hours from the occurrence of the event, also advising of the possible consequences and the expected delay in the fulfilment of the Order.

Section 5 – CODE OF ETHICS AND ORGANISATION MODEL – PRIVACY

5.1 In the execution of the Orders, the Supplier commits, on his own behalf and according to art. 1381 of the Italian Civil Code for its employees, consultants, collaborators and any Authorised Third Party Suppliers, to adhere to the ethical principles that TECNICA GROUP has set out in its Code of Ethics and Organisational Model, published on the TECNICA GROUP website (https://www.tecnicagroup.com/legal-area/) which it declares to have read and which constitutes an integral and substantial part of the present document.

5.2 The Supplier declares and warrants that there is no liability against itself or its authorised subcontractors:

1. insolvency proceedings in progress;
2. rejected checks or other acts detrimental to the reliability and morality of the Supplier and/or the subcontractors and/or their respective Shareholders and Legal Representatives/Directors;
3. serious administrative sanctions, including sanctions for breach of environmental protection, accident prevention and occupational hygiene regulations issued by the relevant administrative, judicial or supervisory bodies having jurisdiction in the relevant legal system.

In the case of non-fulfilment or if the declarations rendered in this Section 5 do not correspond to the truth, TECNICA GROUP will have the right to terminate the agreements relative to the Orders according to art. 1456 of the Italian Civil Code, without prejudice to the right to request compensation for any damages suffered and any other remedy allowed.

5.3 The Supplier undertakes to fully apply the collective labour agreements and to comply with the regulations on social insurance and tax, contributions, salaries, welfare payments, social security and accident matters; the Supplier also undertakes to pay the contributions due pursuant to the regulations in force on the subject of employment relationships, welfare, social security and employment of labour, as well as to regularly and punctually pay the due amounts to its own employees and to pay the contributions and charges provided for by law, including tax. The Supplier undertakes, pursuant to and for the purposes of art. 1381 of the Italian Civil Code, to ensure that the aforementioned contractual and regulatory obligations are also fulfilled by any Authorised Third Party Suppliers.

Consequently, the Supplier guarantees that its own personnel and any Authorised Third Party Suppliers have no claim against TECNICA GROUP for the activities carried out in execution of the Purchase Orders, for any reason and/or cause. The Supplier commits to keep TECNICA GROUP indemnified and unharmed from any possible claim that could be made by the aforementioned personnel against it, and therefore to reimburse TECNICA GROUP, at the first written request and after having removed any reservation, any amount that TECNICA GROUP is obliged to pay to personnel, for any reason whatsoever, for any executive measure that could be issued against TECNICA GROUP by the Judicial and/or Administrative Authorities, as well as any expense that TECNICA GROUP is obliged to incur in relation to such claims, including legal expenses.

Individuals who, in execution of an order or contract, carry out work in a TECNICA GROUP factory and/or premises must comply with the relevant work regulations. Without prejudice to the application of art. 1229 of the Italian Civil Code, TECNICA GROUP is not responsible for any accidents that occur in TECNICA GROUP’s plants and/or offices.

5.5 TECNICA GROUP informs that the data collected, stored and registered in relation to the present document and the Orders will be subject to processing, both manual and automated, by TECNICA GROUP through authorised persons, for the fulfilment of legal and contractual obligations and for the management of commercial relations, in compliance with the provisions of Legislative Decree 196/2003 “Personal Data Protection Code” and subsequent amendments and the General Data Protection Regulation (GDPR) 2016/679, and the Supplier declares to give its consent, where necessary, to the processing and communication of its data. The data collected and processed may be communicated to third parties, without territorial limitations, exclusively for the purposes set out in this document. The Supplier declares to have read the information notice published on the TECNICA GROUP website (Tecnica Group | Privacy Notice – Suppliers).

Section 6 – INTELLECTUAL PROPERTY RIGHTS – CONFIDENTIALITY

6.1 The trademarks owned by or licensed to TECNICA GROUP (the “Trademarks”) are and remain the exclusive property/licence of the same and cannot in any way be transferred to third parties, modified or used for purposes other than those that may be expressly provided for by the Orders.

6.2 The Supplier undertakes to use the Brands in the manner specified in writing by TECNICA GROUP and solely for the purpose of fulfilling the Orders and to ensure that

1. the Authorised Third Party Suppliers only affix the Brands if requested in writing by TECNICA GROUP;
2. the Authorised Third Party Suppliers do not deliver or in any way supply or sell the goods bearing the Brands to third parties, other than the Supplier and TECNICA GROUP. The Supplier remains in any case responsible for the use of the Brands by the Authorised Third Party Suppliers.

6.3 The Supplier guarantees that the goods and services supplied to TECNICA GROUP do not in any way violate the rights of third parties.

If the Supplier, in the execution of the Orders, intends to use devices, technical solutions and any other material subject to intellectual property rights belonging to third parties, it must, by informing TECNICA GROUP in advance, ensure that the right to use them is granted, without any further burden.

The Supplier undertakes to indemnify all damages and bear all costs, including legal costs, in connection with any claim or legal action brought on any grounds by third parties against

TECNICA GROUP where such action relates to the infringement of such intellectual property rights.

6.4 The Supplier acknowledges that the information and materials (for example, drawings, samples, specifications and technical data sheets, etc.) sent to it by TECNICA GROUP belong exclusively to TECNICA GROUP and are confidential. Therefore, no right can be claimed by the Supplier.

The Supplier commits, directly and according to art. 1381 of the Italian Civil Code for its own directors, employees, Authorised Third Party Suppliers, consultants and/or collaborators employed in the activities in any capacity, to use the information and materials mentioned above only to fulfil the Orders, and to treat and maintain them as confidential, so that they are not divulged to third parties, and to return them to TECNICA GROUP upon simple request or in any case once the Order has been fulfilled.

6.5 The Supplier also commits, directly and according to art. 1381 of the Italian Civil Code for his directors, employees, Authorised Third Party Suppliers, consultants and/or collaborators employed in the activities in any capacity, to assign to TECNICA GROUP all intellectual property and economic exploitation rights (except for moral rights, of course) deriving from the goods specifically designed, customised or exclusively supplied to TECNICA GROUP in the execution of the Orders.

6.6 All goods (e.g. moulds, machinery, etc.) owned by TECNICA GROUP and placed at the Supplier’s disposal for the execution of the Order must be returned at the end of the period of validity of the Order, unless otherwise agreed between the parties. The Supplier cannot transfer to third parties, modify or use for other purposes the goods made available by TECNICA GROUP and is responsible for their custody, storage and proper use. Specifically, the Supplier undertakes to use the aforementioned goods with the utmost care and diligence. In case of destruction, damage or loss due to the Supplier’s fault, the Supplier is obliged to replace or repair the above-mentioned goods at its own expense or, if this is not possible, to reimburse TECNICA GROUP for the residual value of the goods, calculated on the basis of current market prices, without prejudice to compensation for any greater damage suffered. The Supplier is not obliged to pay any compensation for the normal wear and tear deriving from the correct use of the goods.

Any packaging, transport, installation, de-installation and maintenance costs of these goods will be charged to the Supplier. The Supplier, having previously checked and found the above-mentioned goods safe and suitable for their intended use, hereby releases TECNICA GROUP from any responsibility for damage to persons and/or things that may derive from their improper use.

6.7 The Supplier acknowledges that TECNICA GROUP will have the right to verify the correct use of the Brands, materials, goods, confidential information and any other intellectual property right through inspections at the premises of the Supplier and Authorised Third Party Suppliers.

Section 7 – INSURANCE

The Supplier shall take out and maintain at its own expense an appropriate insurance policy to cover its obligations and liabilities arising from the Orders.

Section 8 – APPLICABLE LAW AND COURT OF JURISDICTION

These General Conditions are governed by Italian law. The Court of Treviso shall have exclusive jurisdiction over any dispute arising from them.