TERMS OF PURCHASE


THIS ORDER SHALL BE REGARDED AS MADE AT THE SPECIAL CONDITIONS SPECIFIED ON THE FRONT PAGE AND AT THE GENERAL CONDITIONS SET OUT HEREBELOW.

1. In order to be binding orders shall be made in writing. Verbal orders or orders which have not been approved in writing by the Company shall be regarded as ineffective. A copy of each order shall be signed and returned to us to signify acceptance.

2. The delivery due date shall be calculated as from the date of execution of this order. Deliveries shall be made at the Client’s premises and shall be regarded as completed upon handover of the goods to Sirmu-mt S.r.l., even when shipping costs are at the expense of the latter. All goods shall travel at the Supplier’s risk.

3. Any and all delivery terms set out in this order shall be regarded as accepted, unless otherwise expressly notified by the Supplier, upon confirmation of the order. Any force majeure events which were to cause a delay against the delivery due dates agreed, shall be notified within 5 days from their occurrence, and then proven, under penalty of forfeiture of the right to invoke force majeure. In the event of a delay involving the whole or part of the order, Sirmu-mt S.r.l. reserves the right to cancel the whole or part of the order, without prejudice to its right to seek compensation for any ensuing damage. Any deliveries of goods made earlier than agreed without a specific request shall be regarded as made on the actual due dates.

4. No late deliveries of goods will be accepted by the Sirmu-mt S.r.l. in the last 5 working days of the month. Any exceptions to the above shall be authorised in writing by Sirmu-mt S.r.l.. In any case, the payment due date shall be calculated as from the beginning of the following month after delivery.

5. No goods in excess of the quantities agreed in the relevant order will be accepted. Sirmu-mt S.r.l. reserves the right to reject any excess goods delivered at the Supplier’s expense. The Purchaser shall not assume any responsibility with regard to any goods sent by mistake or in excess, even when such goods are temporarily stored in its warehouse.

6. Shipping shall be pre-announced by notice including the following information: makes, numbers, gross and net weights of packages, quantities of the various items with an indication of the relevant catalogue codes and shipping means. Sirmu-mt S.r.l.’s warehouse shall not accept any goods which are not accompanied by the relevant transport document indicating the date and number of the order and any other information which may be from time to time requested. The characteristics of the goods to be delivered in fulfilment of this order shall comply with specified requirements. In default, after inspection by Sirmu-mt S.r.l., the goods shall be rejected. Goods will be ‘provisionally’ accepted by Sirmu-mt S.r.l.’s Goods Receiving Department subject to additional quality inspection. Goods shall be regarded as accepted only after the relevant quality inspections have been completed by Sirmu-mt S.r.l.’s Quality Inspection Department. Provided the relevant request is submitted in good time, the Supplier shall have the right to be present - at its expense and during the normal working hours - at the standard goods inspections to be carried out at the Client’s premises, whose dates shall be timely notified by the Client to the Supplier. Should the Supplier choose not to be present, the tests shall still be conducted by the Client and the relevant results shall be notified to the Supplier.

7. Upon shipping - including partial shipping - of the goods, the Supplier shall send to Sirmu-mt S.r.l.’s office a detailed invoice (original document plus 1 duplicate copy), indicating the order number as well as whether the shipment is in full or partial fulfilment of the relevant order. Such invoice shall arrive at the Purchaser's office within ten days from delivery of the goods. After such time limit, it is understood that the date of the invoice, for all purposes, shall be that of the stamp indicating arrival at Sirmu-mt S.r.l..

8. Shipping of the goods shall be made in conformity to our prescriptions, unless otherwise authorised by us and subject to any additional costs incurred by Sirmu-mt S.r.l. being charged to the Supplier.

9. Any goods which do not comply with Sirmu-mt S.r.l..’s specifications shall be returned to the Supplier at the expense of the latter. If, due to the inability of the Supplier to replace the anomalous goods in good time, the Client is forced to alter the goods directly in order to make them compliant with specifications, any expenses so incurred shall be charged to the Supplier. Sirmu-mt S.r.l.. hereby disclaims any and all liability with regard to any goods in excess of the quantities ordered, even when such goods are temporarily stored in the Client’s warehouse. In the event of a supply to be made over a number of deliveries, the non-conformity of one delivery shall entitle the Client to cancel the entire contract and not to accept the following deliveries, even when compliant. Sirmu-mt S.r.l. shall then have the right to buy the goods from a different source, charging the Supplier for any difference in price, without prejudice to its right to seek compensation for any ensuing damage.

10. Sirmu-mt S.r.l.’s officers shall have the right to access the Supplier’s warehouse in order to inventory any material belonging to it that has been sent to the Supplier under a contract manufacturing agreement, as well as to access the production areas where the goods ordered by it are being made, for the purpose of checking the equipment, the materials or the manufacturing process used. A visit by such officers shall not relieve the Supplier from its obligation to provide the relevant warranties.

11. Should the subject matter of this order be found not to comply with the specifications agreed or with the drawings or the samples provided, either upon delivery or at a later stage during the manufacturing process, the Client shall have the right to reject the goods in question, notifying the Supplier within thirty days from detection and without prejudice to its right to seek compensation for any ensuing damage. In case of rejection by the Purchaser, the Supplier shall be required to collect the goods immediately at its expense.

12. When accepting an order, the Supplier undertakes to limit the number of parts manufactured to the quantities ordered and not to supply any parts made based on the drawings or samples provided by the Client to any third parties, not even as replacement parts. Any and all drawings, templates, samples, models or equipment provided to the Supplier in relation to the completion of any order shall remain the property of Sirmu-mt S.r.l. and shall be returned to it in good condition at the end of the job. In default, any costs to be borne for their replacement or repair shall be charged to the Supplier.

13. Supplies shall include exclusively the items and quantities indicated in this order and shall be regulated by these conditions, unless otherwise agreed in writing. Any variations or notices during the course of the supply shall not be regarded as a novation of contract.

14. Payments for the supply (pro-rata in case of partial deliveries) shall be made to Sirmu-mt S.r.l.’s registered address, the risk for the transfer of the money resting upon the Supplier, whatever the means of transfer chosen. The deadline for payment of August 31st will be postponed to the 10th of the following month of September . The deadline for payment of December 31st will be postponed to the 10th of the following month of January

15. No conditions contained in the offer, in the order acceptance letter or in any document made after the issue of the order shall be valid unless specifically accepted in writing by Sirmu-mt S.r.l..

16. In case of failure to comply with any of the contractual conditions, Intermato S.p.A. shall have the right to withhold, even before and irrespective of the involvement of any judicial authorities, any and all sums owed to the Supplier for whatever reason as compensation against the damage suffered.

17. The seller hereby warrants its products to be free from defects for a period of 12 months from delivery, or, if the products are meant to be installed in a plant assembly or piece of machinery to be manufactured by Sirmu-mt S.r.l., for a period of 12 months from the date of commissioning of the plant assembly or piece or machinery, while granting to Sirmu-mt S.r.l., as from now, the right to decide, in its absolute discretion, on whether a product supplied to a purchaser requires replacement and waiving the time limitations under article 1495 of the Italian Civil Code. Any products replaced as above to individual purchasers, which are part of plant assemblies or pieces or machinery, shall be replaced by the Supplier as soon as possible, subject to Sirmu-mt S.r.l.’s right to obtain such products from a different source, charging the Supplier for the related costs, and without prejudice to its right to seek compensation for any ensuing damage.

18. All contracts, including contracts made with foreign nationals or in relation to materials supplied abroad, shall be governed by the laws of Italy, as applicable. Any and all matters shall be submitted exclusively to the court of competent jurisdiction for Sirmu-mt S.r.l.’s registered office, even when that means acting in derogation of article 32 and following of the Italian Code of Civil Procedure, the possibility for the Supplier to submit matters to another court being hereby excluded, even in the event of a guarantor or related proceedings claim. The above without prejudice to the Client’s right to bring a legal action, as a plaintiff, in the jurisdiction for the Supplier’s place of business, be it in Italy or abroad. No dispute shall entitle the Supplier to act in breach of the conditions agreed and shall under no circumstances imply an extension of the terms accepted. Any and all expenses relating to the contract, its registration or its entry shall be at the expense of the Supplier.

19. The sale of receivables is not be permitted.