General Terms and Conditions of Purchase
I. Scope of Application and Definitions
1. Rollon S.p.A., with registered office at Via Trieste 26, 20871 Vimercate (hereafter “Rollon”) is a company active in the sector of manufacturing and marketing of linear guides and linear motion systems and products.
2. These general terms of purchase (hereafter “GTP”) aim to regulate uniformly the contractual relationships with third parties from which Rollon purchases products and/or services (hereafter “Supplier”).
3. The GTP therefore regulate the contracts for the sale of goods and/or performance of services (hereafter the “Contracts”) between Rollon and the Suppliers who have accepted the GTP, even only by implication, or, in any case, contracts with Suppliers who are aware or should be aware of the GTP. Consequently, once the GTP are accepted or known by the Supplier, they will regulate each subsequent individual sale contract concluded between the latter and Rollon, even if the individual order - or equivalent contractual documents - do not expressly refer to the GTP.
4. The Supplier's terms of sale will not apply to the Contracts signed with Rollon, even if cited in any document originating from the Supplier.
5. Any special covenants, concluded in writing, contained in the documentation relating to the individual sale contract, will prevail over these GTP only if the contractual documentation indicates Rollon's intention to derogate from the GTP provisions.
6. The definitions in upper case have the meaning attributed in the text of the GTP, and they may be used in the singular or plural depending on the context.
II. Orders and Conclusion of Individual Contract
1. The individual Contract will be concluded by the Supplier accepting an order sent by Rollon to it in writing, which will be valid as a contractual offer in accordance with Art. 1326 of the Italian Civil Code (hereafter the “Order”) usually following receipt, from the Supplier, of a specific offer and/or quotation.
2. Any requests by Rollon to the Supplier for price quotations or offers may not be considered, or interpreted, by the Supplier as Orders or in any case contractual proposals in accordance with Art. 1326 of the Italian Civil Code. Therefore, any request, by Rollon, for offers or quotations will not determine for Rollon contractual obligations of any nature, or liability of pre-contractual nature in accordance with Articles 1337 and 1338 of the Italian Civil Code.
3. If Rollon intends to enter into a Contract it will send to the Supplier an Order, signed by a person vested with the power to represent Rollon, which will contain at least the following information:
- order number and relevant design;
- detailed description of the requested goods (hereafter “Products”) and/or services (hereafter “Services”), referring, where necessary, to attachments and technical documents;
- indication of requested quantities;
- date and place of delivery of the Products (or deadline for completing the Services), indicating any penalty applied for delay and if the transportation costs are borne by Rollon (freight collect) or by the Supplier, as sender (carriage paid);
- transportation method (by land, on lorries or by railway, by sea, by air);
- for international sales, the INCOTERMS of the Chamber of Commerce of Paris which will regulate the transportation burdens and risks;
- the unitary and total price of each Product or Service to be supplied;
- payment terms and methods;
- Order validity period, or the deadline by which the Supplier's acceptance must be received (hereafter the “Order Effectiveness Period”).
4. The Orders may schedule split deliveries of the Products or the continuous performance of Services (programmed orders). In that case, Rollon will attach, together with the Order, a plan of deliveries or performance of Services. That document will, to all effects, form an integral part of the documentation regulating the contractual relationships between the parties.
5. Following receipt of the Order, the Supplier, if it intends to accept it, must issue a specific order confirmation (hereafter “Order Confirmation”), within the Order Effectiveness Period, duly signed by a person vested with the power to represent the Supplier. The Order Confirmation, in accordance with the provisions of Art. 1326 of the Italian Civil Code, will be valid as acceptance of the offer made by Rollon with the Order. If the Order does not indicate the Order Effectiveness Period, that period will be 3 (three) calendar days from receipt of the Order. Once the Order Effectiveness Period has elapsed, without the Supplier accepting the same through the Order Confirmation, the Order will lose effectiveness and will be considered automatically revoked, without the need for a specific communication of revocation by Rollon.
6. Each individual Contract will be finalised to all effects when Rollon receives, within the aforementioned timescales, the Order acceptance by way of the Order Confirmation. The Order Confirmation may consist of a copy of the Order duly signed for acceptance by the Supplier, bearing the Supplier's stamp, the name and qualification of the signatory authorised by the Supplier, or consist of a separate document expressing full acceptance of the order, with the same characteristics indicated above. The Order Confirmation must be sent to Rollon by fax, post or email and will have no effect if it does not contain full acceptance of the Order.
7. If the Supplier sends to Rollon an Order Confirmation containing amendments or additions to the Order (hereafter “Change Proposal”), the Contract shall not be considered to be concluded. If, in that case, Rollon intends to accept the Change Proposal, it may expressly accept the same by further written communication, to be sent to the Supplier within a period of 7 (seven) calendar days from receipt of the Change Proposal. In the absence of express written acceptance of the Supplier's Change Proposal, within that latter period, the Order will be deemed not to be accepted on a final basis and will be revoked automatically, without the need for formal communication.
8. In any case, Rollon may revoke the Order even before the Order Effectiveness Period has elapsed and until it has received a valid Order Confirmation.
9. Every written communication of the Supplier relating to the Order must always contain the reference to the Order number and the number of the relevant design for Rollon.
III. Supplier's Obligations
1. The Supplier, following the conclusion of each Contract, undertakes to execute precisely and exactly all obligations assumed under the Contract and, in particular, it undertakes inter alia: (i) for the sale of Products, to manufacture and sell to Rollon the Products in quantities and with the quality compliant with the provisions of the Order, as well as any technical documentation delivered by Rollon together with the same or subsequently, free from defects and deformities of any nature; and (ii) for the performance of Services, to render the same promptly and by the agreed methods; this must all be performed, in any case, with the diligence of a qualified operator in the relevant industry in accordance with Art. 1176, 2nd paragraph of the Italian Civil Code.
2. The Supplier shall use any designs and technical specifications provided by Rollon exclusively to fulfil its contractual obligations deriving from the Contracts with Rollon concerning the Products or Services, unless otherwise explicitly authorised in writing by Rollon.
3. The Products and the Services provided by the Supplier must be free from defects or deformities, suitable to be marketed and manufactured professionally. The Products and Services must therefore be compliant: (i) with all rules provided in the Contracts and in the attached technical documentation; (ii) with all applicable rules of law and regulations concerning the Products and the Services or the methods of production or performance of the same, even if not expressly cited in Rollon's technical documentation.
4. The Supplier, subject to the obligation of result assumed by it, will fulfil its contractual obligations, autonomously organising its work procedures based upon its technical knowledge and its own business organisation, in full respect of all provisions of law and regulations applicable to the activity performed.
5. In executing the supply, the Supplier shall use qualified employees, collaborators and/or consultants (hereafter “Officers”), having specific technical skills and proven experience in relation to the type of goods and/or Services commissioned. The Supplier undertakes duly to fulfil the obligations of remuneration, contribution (pension and social security) and fiscal nature relating to its Officers. In any case, the Supplier undertakes to indemnify and hold harmless Rollon, also against measures of various natures, even temporary, from each and any claim, request or demand by third parties, including the Officers, based upon any obligations, requirements or joint liability of any nature that may arise against Rollon following the stipulation of the Contracts by virtue of the rules of law.
6. If the Supplier uses the work of third parties to perform the Services or supply the Products (“Sub-Suppliers”) it is understood that: (i) the Supplier will be solely liable towards Rollon for the due fulfilment of the Contract, as no contractual relationship will be established between the Sub-Suppliers and Rollon; (ii) the Supplier undertakes to indemnify and hold harmless Rollon from any damage, loss or capital loss that Rollon may suffer due to claims or demands of any nature, therein including those deriving from any solidarity obligations provided by law, made by third parties of any nature, and generated by the conduct of Sub-Suppliers whilst executing the Contracts, also against temporary or non-final judicial or administrative measures; (iii) the Supplier undertakes to ensure, also in accordance with the provisions of Art. 1381 of the Italian Civil Code, that the Sub-Suppliers perform the activities for which they are used in executing the Contract in full and complete respect of all rules of law such as, by way of example and without limitation, the applicable labour, social security and tax rules, without exception.
7. The Supplier undertakes to deliver to Rollon the technical documentation relating to the supplies, such as the certificate of conformity or origin of the Products and the manual for assembly, use and maintenance of the goods and/or Services supplied.
1. The prices (hereafter “Price”) agreed and indicated in the Order were defined following a commercial negotiation between Rollon and the Supplier. The Supplier recognises that the same are competitive when compared on the national and international market, remunerative and fully satisfactory to it.
2. The Price, once determined, is fixed and unchangeable during the entire execution of the Contract, subject to different understandings reached from time to time in writing.
3. The agreed Price, unless otherwise indicated in the contractual documents, is understood to be net of value added tax (VAT).
4. Any change of Price must occur by written agreement between the Parties.
V. Subject of the Supplies
1. The Contracts will have as their main subject the sale of Products or the performance of Services as identified in the Order, and also, if the Contract concerns the sale of Products, together with the same, the following will be transferred to Rollon:
- any documents and technical papers developed by the Supplier and/or any of its Sub-Suppliers, in reference to designs or Products created at the instruction of Rollon or specifically for the latter, which will become the exclusive property of Rollon, just as Rollon will own all intellectual and industrial property rights incorporated in them;
- any other document required for the assembly, maintenance and use of the Products purchased by Rollon;
- the broadest rights of economic use, transferrable to third parties, relating to the Products created by the Supplier specifically or at the instruction of Rollon, including the respective production methods and processes;
- Rollon's right to perform or have performed repairs or modifications of the Products or the documents sold, as well as to produce or have produced any spare parts for the Products.
2. The agreed quantities of Products or Services are binding. Rollon reserves the right to refuse any surpluses, for which the Supplier is fully and exclusively responsible.
VI. Quality System
1. The Supplier undertakes to adopt, implement and execute a defined quality system - taking account of its specific activities and requirements - in conformity with the most recent regulations. The Supplier will retain an archive of documentation relating to inspection visits, both internal and external, and will provide the same to Rollon's Officers, if requested. The Supplier is also willing to allow Rollon to perform at any time accesses, inspections and audit visits to its offices and production plants and/or to those of its Sub-Suppliers to check compliance with the quality system.
2. In any case, irrespective of whether or not the Supplier's quality system has been certified by an authorised certification body, the Supplier will use, both in operational production practice and in the intermediate or final checks of the Products, only testing, measurement and control instruments duly calibrated with valid calibration certified by an authorised body. The respective certificates, highlighting the expiry date, must be made available at Rollon's request.
VII. Delivery Terms
1. The Supplier acknowledges and recognises that the delivery term of the Products or of the performance of the Services constitutes a binding element of the Contracts and for that reason the latter undertakes to complete the deliveries or performances within the timescales and by the methods agreed with Rollon.
2. If events or circumstances occur that make it reasonably foreseeable that the Supplier will be unable to complete the deliveries within the timescales indicated by Rollon in the Order, the Supplier must give prompt written communication to Rollon specifying: the reason for the delay; the estimated period of delay; the measures that the Supplier considers appropriate to avoid, recover and/or limit the delay.
3. The lack of delivery within the agreed terms will constitute to all effects a serious breach by the Supplier of the obligations deriving from the Contract. Rollon will therefore have the right to refuse the delivery of the Products outside the term indicated in the Order and, in those cases, to terminate the Contract in accordance with Art. 1456 of the Italian Civil Code. If, on the other hand, Rollon, despite the late delivery, accepts the same, it will have the right to claim any damages deriving from the delayed fulfilment by the Supplier; therefore, any late acceptance of the Products or Services by Rollon will not have as its effect or consequence that of constituting a tacit waiver of exercising the rights deriving from the GTP and, in particular, the right to compensation for damages deriving from the inexact fulfilment.
4. Rollon also reserves the right not to accept delivery of the Products and/or Services if the supplies are made early with respect to the established date and to request the delivery in conformity with the terms indicated in the Order.
VIII. Transportation and Receipt of Goods
1. The place of delivery of the Products, or performance of the Services, is that indicated in the Order. For the sale of Products, the Supplier is released from the delivery obligation, and all respective connected costs, when the Products are delivered to Rollon in the place and time indicated in the Contracts. Any additional costs deriving from the delivery made in a different location to that indicated in the Order will in any case be charged to the Supplier.
2. Each delivery must be accompanied by the respective transportation document (hereafter “Transportation Document”) prepared on paper. The Transportation Document that accompanies the Products and/or Services must be prepared in respect of the provisions of the Supplier Quality Assurance Manual (hereafter the “Manual”) developed by Rollon which will be provided to the Supplier and which is expressly cited. In the absence of the foregoing, Rollon reserves the right to refuse delivery of the Products or Services, or, at its discretion, to charge to the Supplier the costs incurred for identifying those Products or Services.
3. The Supplier shall communicate to Rollon, unless otherwise indicated by Rollon itself, before the delivery of the Products or Services, by the methods indicated by the Manual, and expressly cited here, the conditions and methods established to:
- produce, package and transport the Products supplied to Rollon;
- guarantee what is required by the design and technical specifications, in relation to:
a) cleanliness and integrity;
b) bulk and weight restrictions;
c) multiple transportation of the material;
d) protecting the material from damage linked to environmental conditions and handling;
- become a management tool (Kanban);
- provide an image to the product / material (both for external clients and for internal personnel).
In relation to the above, Rollon may verify the packaging methods applied by the Supplier so as to assess the suitability of the solution proposed by the Supplier, before the start of the deliveries.
4. The prices agreed in the Contracts include packaging costs, unless otherwise agreed in writing between the parties. Each and any liability in relation to losses or damages of Products caused by inadequate packaging or transportation will be borne by the Supplier.
5. For each shipment/delivery of Products and/or performance of Services, for Rollon and/or third parties indicated by the same in the Order, the Supplier must promptly issue the respective invoice and send or in any case provide to Rollon – or to third parties, for deliveries to third parties - the respective Transportation Documents signed for receipt, containing the indications cited in paragraph 2 of this article.
6. The Products purchased by Rollon on a weight basis (namely, referring to weight or measurement) and not on a quantitative basis, must be measured and/or weighed using suitable and certified instruments. The Product must be weighed or measured net of the packaging and each and every wrapping or container.
7. With specific reference to hazardous materials, the latter must be packaged at the care and liability of the Supplier in accordance with existing laws and applicable regulations; the packaging must contain the labelling required by international safety rules for transporting those materials, considering the type of transport scheduled in the Order (land/sea/air). Every applicable requirement relating to the documentation for the safe handling, storage and transportation of the Products, the capacity and type of container to be used as well as the protection to be provided must be satisfied at the care and expense of the Supplier. For transportation by rail, the Supplier will issue the transportation documentation in the form required by the carrier. Any damage deriving from negligence in relation to the foregoing will be borne by the Supplier. The Supplier will keep Rollon indemnified and held harmless from any prejudice that may derive from any breach of the aforementioned obligations assumed by the Supplier.
IX. Invoicing and Payments
1. Payments will be made in the timescales scheduled in the Order, irrespective of any early deliveries with respect to the established date.
2. In the absence of other agreements made in the Contract, the fees for the supply indicated in the Supplier's invoices will be paid by Rollon at 90 (ninety) days from the end of month invoice date, by bank transfer upon completion of the supply, subject to issuance and transmission by the Supplier of the respective invoice. Payments will be made in Euros.
3. Each invoice must refer to an individual Order, the number of which must be indicated on the invoice: invoices not containing that information and/or incomplete data will be rejected.
4. The invoices must be prepared in respect of all rules of law in that regard and in particular the tax and accounting rules and must be addressed to Rollon. Any invoices not compliant with those rules will be considered invalid and consequently rejected by Rollon.
5. Any payment delays determined by delays in issuing invoices or by the issuance of invoices that do not respect all applicable rules of law, or incomplete invoices, will be attributable to all effects to the Supplier, with consequent autonomic alteration of the payment deadline which will commence from the date on which Rollon receives a due and correct invoice.
6. The payment of invoices will not constitute implicit acceptance of the supply or the invoiced value, or a waiver of exercising each and any right provided by law or by the GTP; therefore, Rollon will have the full right to exercise, even after the payment, every right granted by law or by the GTP.
7. Without prejudice to any other right deriving from the law or from the GTP, if the payment deadline is fixed after the delivery of the Products or the performance of the Services, Rollon will have the right to suspend the payments of the sums due if: (i) the performance of the Contract is incomplete, inexact or not compliant with the agreements; (ii) defects or deformities are identified on the Products or Services or the lack of the promised qualities of any nature is ascertained.
8. Subject to Rollon's right to accept or reject early deliveries, if the Products or Services are delivered early, the payment deadline will remain in any case that originally agreed between the parties.
9. The Supplier is prohibited from transferring the credit deriving from the Contracts with Rollon to third parties in accordance with the provisions of Art. 1260, 2nd paragraph of the Italian Civil Code or from assigning the Contracts in the absence of specific written authorisation by Rollon.
X. Guarantee for Defects and Deformities
1. The Supplier is obliged to deliver to Rollon, and/or to the third party customers indicated by the same, the Products and Services compliant with those contractually agreed, free from defects or deformities of functioning or non-conformity, suitable for normal use and/or for the particular use for which they are intended and manufactured in respect of applicable laws and regulations. Rollon reserves all the broadest rights to perform, upon receipt of the Products or at the end of the performance of the Services, any inspection and/or check to verify the absence of defects and/or deformities, the full conformity of the Products and Services, as well as the completeness and regularity of the supply, both from the qualitative and quantitative perspective. If the outcome of those checks reveals deformities in quantitative or qualitative terms, Rollon may refuse the total or partial delivery of the Products and/or Services.
2. In derogation of the applicable legal provisions on guarantees for defects and deformities, in accordance with Articles 1490 et seq of the Italian Civil Code or Art. 2226 of the Italian Civil Code, the parties agree that the guarantee for defects and deformities provided by the Supplier shall have a total duration of 24 (twenty-four) months, with effect from the delivery of the Products or Services, except where the Contract schedules an operational test of verification and acceptance of the Products or Services, in which case the contractual guarantee period will have effect from the date on which the test is passed and the supply accepted by Rollon. Any approval by Rollon of designs or documents produced by the Supplier, along with any acceptance of Products or Services supplied, will not relieve the Supplier in any way from its liabilities assumed by accepting the Order in relation to the guarantee provided.
3. In derogation of the provisions of law, the parties agree that any defects or deformities or non-conformity ascertained by Rollon must be reported in writing, by recorded delivery letter or certified email, to the Supplier within 2 (two) months from the respective delivery, containing a precise description of the defect identified, whether clear or hidden. If Rollon's third party customers discover the defect or deformity, the deadline of 2 (two) months for the report indicated above will commence from the date on which Rollon receives the customer's letter of report in relation to the defect or deformity or lack of quality, the day on which Rollon has actual knowledge of the defect or deformity or lack of quality. In any case, the Supplier hereby irrevocably waives the right to object to any delay by Rollon in reporting the defect. The report will not be necessary if the Supplier has recognised the existence of the defect or has concealed it.
4. Rollon may request, at its discretion, from the Supplier: (i) the repair or replacement of the Products, or the removal of the defects relating to the Services, at no cost in both cases; or (ii) the reduction of the price; or (iii) the termination of the Contract; without prejudice to the right to compensation for damages.
5. If Rollon requests the repair or replacement of the Products or removal of the defects of the Services, the Supplier will perform the repairs or replacements or removals requested as soon as possible and in any case by and not beyond 5 (five) calendar days from the request, bearing all consequent costs, therein including any accessory charges (transportation costs, labour and materials).
6. In the case of urgency or non-fulfilment/lack of promptness by the Supplier in performing the repairs, removals or replacements provided by the guarantee, Rollon may proceed at its own initiative, even by way of third parties, charging the respective costs to the Supplier, which will be required to reimburse them at simple request, subject to submission of the respective supporting documents. The aforementioned right does not prejudice Rollon's right to request an appropriate price reduction or to terminate the Contract if one of the following situations occurs:
- the repair, removal and replacement are impossible;
- the Supplier has not completed the repair, removal or replacement within the period provided by paragraph 5 of this article.
7. The parts replaced under guarantee by the Supplier will enjoy the same guarantee period, commencing from the replacement date.
8. Rollon will have the right to ask the Supplier to perform all repairs or replacements or removals under guarantee directly at or in favour of its customer. In that case, the Supplier will be required to proceed in that sense, bearing directly all respective costs.
9. If Rollon disputes the supply of the Products or Services for any reason or motive, it may suspend the payment of the same until the regularity of the same has been ascertained or until the foundation of the disputes has been verified judicially by final ruling. The Supplier may not, therefore, take action to recover the respective credit, and interest will not accrue on the sums unpaid by Rollon, including legal interest and the interest provided by Italian Legislative Decree 231/2002 as subsequently amended and updated.
10. Rollon may offset the sums claimed from the Supplier by way of compensation for damages with those due to it for supplies of Products and Services, even if Rollon's credit is not certain, liquid and due.
XI. Withdrawal and Termination by Rollon
1. Right of withdrawal. Rollon will have the right to withdraw in accordance with Art. 1373 of the Italian Civil Code or Art. 2227 of the Italian Civil Code, at any time, from the Contracts concluded by way of one or more Orders at its exclusive discretion, even if the Supplier has started to execute the Contracts. The withdrawal will be exercised by way of written communication sent by Rollon by recorded delivery letter with notice of receipt or by certified email. Following the withdrawal: (i) the Supplier immediately suspends all activity relating to the Order; and (ii) Rollon undertakes to pay to the Supplier, for the part of the Products already produced and not yet delivered or for the part of Services performed, the Price in proportion to the Products already produced or the Services performed from the date of withdrawal. The Supplier will be required to deliver the Products, or Services if appropriate, for which Rollon has paid the fee based upon the provisions of the above paragraph, with express waiver by the Supplier of claiming from Rollon any compensation and/or indemnity.
2. Express termination clause. Without prejudice to each and any other right provided by law, by the Contracts and by the GTP, Rollon will have the right to terminate the Contracts regulated by the GTP in accordance with the provisions of Art. 1456 of the Italian Civil Code in the event of a breach of the following obligations provided in the paragraphs indicated below:
- Par. III 1 and 3 (breach and/or violation of technical specifications provided by Rollon and indicated in the Order); in that case, Rollon will be entitled to exercise the option to collect the raw materials or semi-finished products or other materials of interest, paying a fair price;
- Par. III 1 and 3 (absence of defects and deformities);
- Par. VII (lack of respect of delivery terms);
- Par. IX 9 (transfer of credit and contract without authorisation);
- Par. X (defects, deformities or lack of essential qualities of the Products and Services);
- Par. XIII (violation of the confidentiality obligations and prohibition on publicity);
- Par. XV (violation of the Supplier's declarations and warranties);
- Par. XVI (competition).
The termination of the Contracts will be communicated to the Supplier by sending a recorded delivery letter with notice of receipt or certified email.
3. Termination condition. The individual Contracts are subject to the following termination conditions. Therefore, the occurrence of even just one of the following events and/or circumstances may determine the ipso iure termination of the Contracts:
- state of insolvency of the Supplier or subjection of the same to insolvency proceedings or opening of judicial or extrajudicial debt restructuring procedures;
- if, for any reason, the Supplier's economic and/or financial conditions become such as to place in clear danger the fulfilment of the obligation to provide the Products or Services;
- criminal conviction suffered by the Supplier or by the company directors if the Supplier is incorporated in corporate form;
- serious breaches by the Supplier of the tax rules and the regulations on workplace safety, mandatory contributions and child labour.
The termination conditions indicated in this paragraph are imposed in the exclusive interest of Rollon, which will remain the sole party that may invoke their occurrence and the termination of the Contract by written communication with recorded delivery letter with notice of receipt or certified email.
XII. Force Majeure
1. The Supplier shall not be considered liable for any breaches and/or delays due to events of force majeure, thereby meaning those events and/or circumstances of exceptional and/or unforeseeable nature, such as wars, revolutions, sabotage, epidemics, fires, explosions, earthquakes, floods, national and trade strikes, impediments due to specific legislative measures or other impediments of the same severity independently from the will of the parties and having unforeseeable nature.
2. Conversely, delays due to the following are not considered causes of force majeure:
- shutdown and/or suspension of the Supplier's activity imposed by the Authorities due to breach of the safety rules, workplace hygiene and other legal provisions, by the Supplier;
- delays by the Supplier in procuring materials and/or Services;
- delays in deliveries by the Supplier's Sub-Suppliers;
- strikes limited to the Supplier's premises and employees, including micro conflicts, states of agitation, as well as the participation by the Supplier's employees in strikes of any nature that are not national or trade strikes.
3. The occurrence of force majeure events must be promptly reported in writing to Rollon by the Supplier, within 24 (twenty-four) hours from their occurrence. The communication must provide sufficient explanations as to the cause of force majeure and its expected duration. Rollon reserves the right to request from the Supplier, in addition to the aforementioned written declaration, certification from the Chamber of Commerce, Industry, Crafts and Agriculture of the location in which the Supplier performs its activity, or another authority recognised by Rollon, certifying the truthfulness of the facts indicated in the aforementioned declaration.
4. If the force majeure events persist, or their persistence is expected for a period exceeding 15 (fifteen) days, Rollon and the Supplier will meet to define the criteria to be observed for the continuation or termination of the individual Contracts. If the force majeure event persists for over 30 (thirty) days, or for the different longer term agreed between the parties, Rollon will have the right to withdraw from the Contracts in accordance with paragraph XI 1. In any case, the Supplier shall undertake to prepare all possible remedies to reduce the harmful effects caused to Rollon by the force majeure event.
XIII. Prohibition on Publicity - Confidentiality Obligation
1. The Supplier undertakes, during the execution of the Contracts deriving from the Orders, and even after the termination of its relationships with Rollon, to keep confidential all information provided by Rollon of which it becomes aware in relation to the execution of the Contract, as well as not to make any announcement and/or communication to the public relating to the contents of the information or material of which the Supplier has become or will become aware, except with Rollon's prior written consent. In particular, the Supplier shall not, without Rollon's written consent, directly or indirectly by way of third parties, copy, reproduce, communicate to third parties or make other use of the designs, documents and technical information received from Rollon, whether on paper or IT media. Those documents and information must be treated as confidential.
2. The Supplier also undertakes to keep strictly confidential, not to reveal, or make public to extraneous third parties, both directly and indirectly via third parties, for the whole duration of execution of the Contracts and even after the termination of the relationship with Rollon, the content of all information relating to know-how, all information relating to designs, technical specifications and technical documents of which it has become aware from the Orders. That news and information must be treated as confidential.
3. The Supplier must adopt suitable measures to guarantee and maintain the confidential nature of the confidential and private information in order to protect it and safeguard it from improper use, loss, theft, publication, destruction and, in any case, it undertakes not to make it knowable, in whole or in part, in writing or orally, by third parties.
4. The Supplier undertakes not to use or to allow third parties to use the confidential and private information by methods and/or for purposes that are likely to cause, even only potentially, directly or indirectly, damage and/or prejudice to Rollon, except for the execution of the Contracts.
5. The Supplier undertakes to disclose the private and confidential information only to its employees, collaborators, professionals or Sub-Suppliers which need to know it for purposes connected to the execution of the Order. In any case, it is the Supplier's responsibility to ensure that those entities (i) are informed of the private nature of the confidential information; and (ii) keep confidential the information received for the performance of the entrusted assignment. It is understood, in any case, that the employees, collaborators, professionals and Sub-Suppliers which need to know the private and confidential information will be subject to the same confidentiality obligations.
6. The Supplier accepts responsibility for maintaining the secrecy of the private and confidential information and will be directly liable for all direct and indirect damages resulting from the violation of the confidential information, towards Rollon, and the lack of respect of this provision or any violation of it even by its employees, collaborators, professionals or Sub-Suppliers in any guise.
7. The Supplier undertakes to return all private or confidential information or all data, documents and information, news relating to know-how, provided by Rollon once the Contract has been executed.
8. The obligations indicated in this paragraph do not include information for which the Supplier can demonstrate that: it was already aware of it prior to acquisition of the same; information that is already in the public domain.
9. The confidentiality restriction indicated in this paragraph will continue to be valid even after the termination of the relationship between Rollon and the Supplier, and until the confidential and private information enters the public domain and, in any case, for the duration of 3 (three) years from the termination of the individual Contracts.
10. Any reference to the Order or the relationships in place between Rollon and the Supplier, in the publicity material produced by the Supplier, or in communications to third parties by the latter must be approved in advance in writing by Rollon.
XIV. Insurance and Liability
1. The Supplier undertakes to:
- enter into and maintain insurance cover for Product Liability and to cover damages deriving from defects and deformities of the Products and Services, with an adequate maximum ceiling;
- indemnify and hold harmless Rollon against measures or decisions of any type, even only temporary, precautionary or in any case not final, issued as a consequence of defects or deformities of the Products or Services;
- not to object to the exclusion of Rollon from any judicial proceedings consequent to or occasioned by defects or deformities of the Products or Services to which Rollon has been summoned.
2. Rollon will be entitled at any time to verify the existence of the insurance cover indicated in the above paragraph and possibly to request adjustments of the maximum ceiling or the policy terms.
XV. Supplier's Declarations and Warranties
1. The Supplier declares and warrants the following:
- to be in possession of the professional skills, diligence, experience and capacities necessary to execute the Services or produce the Products in respect of the qualitative and technical standards requested by Rollon, existing legal provisions and any other applicable rule;
- to be compliant with current regulations in force on workplace health and safety and protection of child labour, and declares to apply, to its employees, the national collective labour agreement of its industry, to execute every legal obligation relating to its employees and to be compliant with contributions and social security payments;
- not to have assumed any obligation of any nature with third parties that hinders or may hinder the execution of the Contracts concerning the Products, Services or the fulfilment of the obligations indicated in the GTP;
- that the execution of the Contracts will not determine a substantial violation of the obligations towards third parties or a violation of the measures of the judicial or administrative authority;
- that the Products and Services supplied, their components or accessories, do not involve the infringement of industrial or intellectual property rights of third parties, with the Supplier agreeing to indemnify and hold harmless Rollon from any third party claims made against it.
1. The Supplier undertakes not to create Products or execute Services constituting (servile) imitation of the Products or Services for which Rollon has supplied the designs, information and technical documentation and, in particular, not to produce in person, directly or indirectly, even by way of third parties, and not to market products, services or works that are the same as or similar to those requested by Rollon, or that are in any case likely to violate Rollon's industrial or intellectual property rights.
XVII. Final Provisions
1. Any invalidity, annulment and/or ineffectiveness of one or more clauses of these GTP shall not affect the validity of the remaining clauses, which shall retain their validity and effectiveness.
2. These GTP cancel and replace any previous understanding or contractual practice. Any additional deeds or documents do not replace or modify these GTP except where they are expressly accepted by Rollon.
3. In no case will any tolerance, acquiescence, delays or indulgencies by Rollon, in reference to the application of any provision contained in the GTP or in the Contracts prejudice, affect or limit the rights and powers granted to Rollon, and any waivers by Rollon, in reference to the obligations deriving from the GTP or the Contracts, will not involve any waiver relating to subsequent and continuous non-fulfilments.
4. Any communication required on the basis of the GTP and the Contracts must be made in writing and is considered to be duly made if delivered brevi manu or by courier, or sent by recorded delivery letter with notice of receipt, fax, email or certified email to the addresses and numbers that will be reciprocally communicated by Rollon and by the Supplier.
XVIII. Personal Data Processing
XIX. Applicable Law, Jurisdiction and Exclusive Court
1. The Contracts and the GTP will be regulated by Italian law, without regard to the rules of conflict that may lead to the application of any law other than Italian law. Each and any dispute resulting from, vicarious to or even just occasioned by the GTP and by the Contracts, relating, by way of example but without limitation, to the conclusion, interpretation, effectiveness, execution and termination or withdrawal of the GTP and the Contracts, and any other respective debit or credit interest, will be submitted to the exclusive jurisdiction of the Italian court.
2. For any dispute that may arise between Rollon and the Supplier in relation, by way of example but without limitation, to the conclusion, interpretation, effectiveness, execution and/or termination or withdrawal from these GTP and each individual Contract regulated by the same, the Court of Monza will have exclusive jurisdiction.
3. If the sale is of international nature, the application of the Vienna International Convention of 1980 which regulates the international sale of goods is excluded.
The parties declare to have read the above GTP and expressly to approve the contents of the same; in particular, in accordance with and for the effects of Art. 1341 and Art. 1342 of the Italian Civil Code, the following terms are expressly approved: II 8 (right of withdrawal of the Order); III 5 and 6 (reliance on third parties for executing the Products and Officers); IV 2 (invariability of Prices); VII 1, 3 and 4 (delivery terms); VIII 1, 2, 4 and 7 (transportation and receipt of goods); IX 7 (suspension of payments); IX 5, 7 and 9 (invoicing and payments, transfer of credits and Contract to third parties); X (guarantees for defects and deformities); XI (withdrawal and termination by Rollon); XII 4 (force majeure - withdrawal); XIII (prohibition on publicity - confidentiality obligations); XIV (insurance and liability); XV (Supplier's declarations and warranties); XVI (competition); XVII 2 and 3 (final provisions); XIX (applicable law, jurisdiction and exclusive court).