Last updated: Tuesday December 11, 2018
General Purchase Terms and Conditions
1.1. The legal relationship between Calzavara S.p.A. (hereinafter calzavara) and the supplier (hereinafter “supplier”) is exclusively based on the following terms (“PT&C”) and any other individual agreements made.
1.2. Additions and changes to these terms must be in written form. This also applies to varying from this written requirement.
1.3. Each change to these PT&C by calzavara becomes part of the contract between calzavara and the supplier if this supplier agrees to this change or does not oppose it in writing within one month of becoming aware of the change.
1.4. Specific Terms and Conditions in Long Term Supply and/or Quality Agreements will prevail to these PT&C, if any.
2.1. Orders and their acceptance by the supplier such as call offs by calzavara (including any changes or additions) can be declared in writing or by electronic means. The text of the order used by calzavara and these terms apply exclusively. Oral or telephone orders are only binding when confirmed in writing by calzavara.
2.2. If calzavara does not receive the supplier’s order confirmation within one week of receiving the order, calzavara is entitled to revoke the order. Delivery call offs on the basis of existing framework agreements are – if nothing further has been agreed in the framework agreement – binding at the latest if the supplier does not contradict them in writing within three days of receipt.
2.3. calzavara can demand changes to the item to be delivered or the ordered service or execution if this is reasonable for the supplier. The effects, including any additional or reduced costs and delivery deadlines are to be mutually and appropriately negotiated.
3. Delivery and shipment
3.1. The supplier is obliged to adhere to the quantity of goods stated in the order or the works to be provided (hereinafter “goods”) or the services to be provided (hereinafter “services”) as well as the delivery periods or deadlines. The receipt of the goods or provision of the service at the delivery address stated by calzavara in the order is decisive to adhering to the delivery period or deadline.
3.2. If the supplier must assume that a delivery or provision is not possible in full or in part on the agreed delivery deadline or within the delivery period, he must inform calzavara in writing without delay stating the duration and reasons. This notification does not affect rights and claims to which calzavara is entitled due to the delay.
3.3. If the supplier does not provide notification of the delay, calzavara is entitled to refuse acceptance of the goods or services that were not provided by the deadline stated or within the period agreed on the order or to extend the delivery period. The goods can be returned at the expense and risk of the supplier. If the delivery is not made within an appropriate subsequent period, calzavara is entitled to withdraw from the contract. If calzavara agrees to accept late delivery of the goods, it reserves the right to apply the penalties specified in the purchase order.
3.4. Partial deliveries are only permitted after prior written agreement by calzavara.
3.5. If nothing further is agreed, all subsidiary costs for delivery are paid by the supplier.
3.6. Goods to be delivered are to be packaged appropriately, whilst observing the general regulations of the relevant transport company. The deliveries are to be insured against transport damage at the supplier’s expense.
3.7. The risk of accidental loss and damage is accepted by calzavara upon transfer.
3.8. If there is a schedule for the delivery or provision of the service, calzavara only has a duty to accept the goods or services stated in this delivery schedule.
4. Notice of defects
4.1. calzavara will notify the supplier of any defects in the goods or services without delay in writing as soon as they are discovered in the proper business process.
4.2. If quality assurance agreements have been made their content has preference over the provisions made here.
5. Prices and payment terms
5.1. If nothing further has been agreed all prices include the applicable statutory value added tax.
5.2. Invoices must be produced without delay after shipment of the goods by the supplier. The applicable value-added tax must be listed separately.
5.3. If no other payment terms have been agreed Payments are made as chosen by calzavara by transfer.
6. Concession of rights
6.1. The supplier concedes calzavara on receipt of the ordered goods in addition to ownership, for a work service from the time when it is created, all exclusive, irrevocable, transferable usage and sale rights without time, geographical or content restriction for all known types of use and sale if and to the extent to which the goods or services represent and/or contain work results and/or industrial property rights that can be protected.
6.2. This also covers the right to copy, distribute, modify, redesign, change and add to the works produced. At the same time calzavara is granted agreement to transfer the usage rights to third parties.
7. Property rights of third parties
7.1. The supplier guarantees that the materials and services as well as their content provided to fulfill the relevant contract are free from third party property rights. The supplier will indemnify calzavara for any claims by third parties and will reimburse calzavara for any disadvantages from any infringement of this obligation.
8. Tools, models
8.1. The costs of the tools and models required to produce the ordered goods as well as their maintenance and renewal are always charged to the supplier if nothing further is expressly agreed in other agreements in writing.
8.2. Tools, models, matrices, gauges, samples etc. as well as drawings, material regulations, documentations, data media and other information media that calzavara provides to the supplier to execute the order remain the property of calzavara and must be returned after completion of the order without additional request. They must be stored confidentially and carefully by the supplier at his expense, and in particular protected from being viewed by unauthorised people, protected from damage of all kinds and only used for the purposes of calzavara. In particular the supplier is not authorized to reproduce them unless this is required to implement the contract.
9. Execution regulations
9.1. If the supplier receives from calzavara drawings, samples or other stipulations they exclusively determine the type, composition and design of the goods to be delivered.
9.2. If calzavara requests type samples, series production may only start after written approval of the sample. Any concerns that the supplier has about the calzavara specification, must be notified to calzavara in writing without delay before starting series production. In such cases series production may only be started on the basis of a further written instruction by calzavara.
9.3. The supplier is obliged to check the order and all related provisions, drawings or other documents by calzavara before executing the order to ensure they are factually correct and to notify calzavara of any errors without delay. If such errors are discovered later although they could have been discovered if the supplier had properly checked the order before execution, calzavara is not obliged to accept any additional costs incurred.
10.1. calzavara will notify the supplier in writing of obvious defects in the delivery/service within an appropriate time after receipt. If not opposed by statutory provisions, assumed approval for faults is excluded.
10.2. On delivery of defective goods and services calzavara can demand the following: if there is a defect calzavara can request subsequent improvement or delivery from the supplier. If the supplier does not correct faults of which it is aware within an appropriate, written subsequent period or an attempt at subsequent improvement has failed, calzavara is entitled either to withdraw from the contract or to demand an appropriate reduction. After the unsuccessful end of an appropriate period set for subsequent fulfillment calzavara is entitled to resolve the fault itself or arrange for a third party to do so and to demand reimbursement for the costs incurred if nothing further is set in binding legal regulations. calzavara also expressly reserves the right to assert a claim for damages. If the supplier has accepted a warranty for the characteristics or storage ability of the ordered goods, calzavara can also assert the claims from the warranty.
10.3. Any payment of the agreed remuneration made by calzavara before detecting the faults does not represent recognition that the goods are free of defects.
10.4. Claims from liability for faults lapse three years after transfer if the law does not set a longer or shorter lapsing period or a different start of the period.
11.1. If no special liability provision is made in another provision of these terms, the supplier is obliged in line with the statutory provisions to pay damages for the damage incurred by the ordering party directly or indirectly as a result of the delivery that was defective or contained faults, due to infringement of safety regulations or another legal reason for which the supplier is responsible. Limiting the supplier’s liability to deliberate action and gross negligence is excluded if not opposed by binding legal regulations.
12.1. If the parties have agreed a calendar date as the delivery/provision date and the delivery/provision is not made in time – and also not within the subsequent period set by calzavara – calzavara can withdraw from the contract. All statutory and contractual claims by calzavara are retained in this case, especially the right to demand damages due to non-fulfillment in place of or in addition to the right to withdraw, if this is not opposed by binding legal provisions.
13.1. The supplier is obliged to maintain absolute confidentiality on all business matters of which it becomes aware as part of the cooperation and to not pass these on to third parties and/or use them in any way. This includes business and operating secrets and other information relating to the past, present and future business activity of calzavara and its employees.
13.2. This non-disclosure obligation covers both the information about calzavara and such information that is notified as part of the activities with third parties (e.g. calzavara suppliers, business partners, customers).
13.3. Generally known facts or information of which the supplier was already aware prior to the nondisclosure duty or of which the supply is legally informed or provided by a third party without a nondisclosure obligation or which are proven to be independently developed by the supplier or were authorised by calzavara for notification in writing are excluded from the nondisclosure obligation.
13.4. The supplier is obliged to impose nondisclosure on his employees and vicarious agents. This declaration must be presented to calzavara on request. The supplier is equally liable for the behaviour of his employees and vicarious agents as well as subcontractors approved by calzavara.
14. Offsetting and assignment
14.2. The supplier’s rights and duties from the contractual relationship with calzavara may only be transferred to a third party after the prior written agreement of calzavara.
15. Final provisions
15.1. The supplier is not entitled to use subcontractors without the prior written agreement of calzavara.
15.2. The place of fulfillment is determined in line with the delivery address provided by calzavara in the relevant order.
15.3. The exclusive court of jurisdiction for all disputes from the business relationship is agreed to be the court responsible for calzavara’s head office.
15.4. The national law of the country in which calzavara has its head office applies. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) and the provisions of collision law that would demand the application of another legal system are excluded.
15.5. Should a provision of these PT&C be or become void, the validity of the remaining provisions of the PT&C shall not be affected. The statutory provision shall replace the ineffective provision. If there is no statutory provision the ineffective provision is to be replaced by one that comes closest to the desired economic result. This also applies to the existence of contractual gaps.
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