18–0001 Page 1/16 Date 21.12.2006 IVECO S t a n d a r d SPECIFICATIONS ANY HARD COPY IN YOUR POSSESSION SHOULD BE CONSIDERED NOT UP–TO–DATE. SEE RELEVAT WEB SITE FOR UP–TO–DATE DOCUMENT PUBLISHED BY SATIZ – NORMAZIONE GENERAL PURCHASING TERMS AND CONDITIONS For productions materials, first equipment automotive components and spare parts Supervisor: L. Spaltini – Purchasing – telephone (0039) 011.00.73172 Manager: F. Bobba – Purchasing – Supplier Development – telephone (0039) 011.00.72071 INDEX 1 DEFINITIONS pag. 2 2 SUPPLY AGREEMENT: GENERAL PRINCIPLES pag. 3 3 EXECUTION OF THE SUPPLY AGREEMENT pag. 3 4 CHARACTERISTICS OF THE PRODUCTS, MODIFICATIONS AND IMPROVEMENTS pag. 4 5 TECHNICAL DOCUMENTATION AND HANDBOOKS pag. 5 6 PACKAGING pag. 5 7 PRODUCT DELIVERY AND TERMS OF DELIVERY pag. 6 8 ACCEPTANCE pag. 6 9 TRANSFER OF RISKS pag. 7 10 SUPPLIER’S PRODUCT WARRANTY pag. 7 11 PRODUCT LIABILITY AND RECALL CAMPAIGNS pag. 8 12 PRICES AND PAYMENTS pag. 9 13 DISCONTINUATION OF PRODUCT MANUFACTURE pag. 9 14 SPARE PARTS pag. 10 15 TRADEMARKS pag. 10 16 TOOLING pag. 10 17 INSPECTION pag. 10 18 INTELLECTUAL PROPERTY RIGHTS pag. 10 19 CONFIDENTIALITY pag. 11 20 FORCE MAJEURE pag. 12 21 TERMINATION pag. 12 22 EFFECTS OF TERMINATION pag. 13 23 MISCELLANEOUS pag. 13 24 ENCLOSURES pag. 14 25 FINANCIAL STATEMENTS DELIVERY TO PURCHASER pag. 14 26 ACCEPTANCE OF THE PURCHASING GENERAL TERMS AND CONDITIONS BY THE SUPPLIER AFFILIATE COMPANIES pag. 15 27 CODE OF CONDUCT AND SUPPLIER’S ORGANISATION MODEL pag. 15 Edition Date Description of modifications Group 1 21.12.2006 New. CFO HANDLING ON INTERLEAF All rights reserved. This standard must not be reproduced or in any way utilized by other parties without the written consent of IVECO. In case of dispute the only valid reference is the original italian edition.
Transcript
18–0001Page 1/16
Date 21.12.2006
�����S t a n d a r dSPECIFICATIONS
ANY HARD COPY IN YOUR POSSESSION SHOULD BE CONSIDERED NOT UP–TO–DATE. SEE RELEVAT WEB SITE FOR UP–TO–DATE DOCUMENT
PUBLISHED BY SATIZ – NORMAZIONE
GENERAL PURCHASING TERMS ANDCONDITIONS
For productions materials, first equipmentautomotive components and spare parts
Supervisor: L. Spaltini – Purchasing – telephone (0039) 011.00.73172
Manager: F. Bobba – Purchasing – Supplier Development – telephone (0039) 011.00.72071
INDEX
1 DEFINITIONS pag. 2
2 SUPPLY AGREEMENT: GENERAL PRINCIPLES pag. 3
3 EXECUTION OF THE SUPPLY AGREEMENT pag. 3
4 CHARACTERISTICS OF THE PRODUCTS, MODIFICATIONS AND IMPROVEMENTS pag. 4
5 TECHNICAL DOCUMENTATION AND HANDBOOKS pag. 5
6 PACKAGING pag. 5
7 PRODUCT DELIVERY AND TERMS OF DELIVERY pag. 6
8 ACCEPTANCE pag. 6
9 TRANSFER OF RISKS pag. 7
10 SUPPLIER’S PRODUCT WARRANTY pag. 7
11 PRODUCT LIABILITY AND RECALL CAMPAIGNS pag. 8
12 PRICES AND PAYMENTS pag. 9
13 DISCONTINUATION OF PRODUCT MANUFACTURE pag. 9
14 SPARE PARTS pag. 10
15 TRADEMARKS pag. 10
16 TOOLING pag. 10
17 INSPECTION pag. 10
18 INTELLECTUAL PROPERTY RIGHTS pag. 10
19 CONFIDENTIALITY pag. 11
20 FORCE MAJEURE pag. 12
21 TERMINATION pag. 12
22 EFFECTS OF TERMINATION pag. 13
23 MISCELLANEOUS pag. 13
24 ENCLOSURES pag. 14
25 FINANCIAL STATEMENTS DELIVERY TO PURCHASER pag. 14
26 ACCEPTANCE OF THE PURCHASING GENERAL TERMS AND CONDITIONS BYTHE SUPPLIER AFFILIATE COMPANIES pag. 15
27 CODE OF CONDUCT AND SUPPLIER’S ORGANISATION MODEL pag. 15
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1 DEFINIZIONI
1.1 The capitalised terms HEREINBELOW shall have the following meaning:
“Instrumental good(s)”:means the instrumental tools and equipment detailed and ruled in Article 16 hereinafter and inEnclosure 1 hereto;
“Purchaser”:means IVECO S.p.a. and/or each and all its Affiliate Companies;
“General Terms”:means these general terms and conditions of purchasing;
“Special Terms”:means the particular terms and/or conditions for the development and/or the supply of Productsagreed in writing by and between the Parties, within the Supply Agreement or within a separateagreement, with the express will of integrating or derogating to these General Terms;
“Supply Agreement(s)”:means the agreement(s) from time to time executed by and between Purchaser and Supplier forthe supply of the Product(s) through either the joint execution of a specific supply agreement, orthe Supplier’s acceptance of the Purchase Order, according to Article 3. hereinafter. The SupplyAgreement(s) shall be governed by: (i) these General Terms, its Enclosures included, and (ii) theSpecial Terms, if any;
“Technical Documentation”:means all designs, technical specifications, handbooks for use, repair and maintenance of theProducts, technical information and more generally all the technical documentation referring tothe Product;
“Supplier”:means the legal entity who signs these General Terms and each of its Affiliate Companies,which shall supply the Products to Purchaser as a consequence of and in compliance to a Sup-ply Agreement;
“Manuals”:means all handbooks for installation, use, maintenance and repair of the Product(s);
“Legal Requirement(s)”:means any law, regulatory, administrative or judiciary award and / or provisions in force, or to beentered in force (i) in the countries where Purchaser markets the Products acquired from Sup-plier (and either fitting them on the Vehicles, or otherwise separately marketing them) at the timeof the delivery to Purchaser of the single Product or (ii) in the countries where the Products willbe marketed in the future, as far as known or should be known by Supplier with its ordinary care;
“Purchase Order(s)” or more simply “Order(s)”:means the request, addressed to Supplier by Purchaser, in compliance with means and proce-dures used by Purchaser at the time of order’s issue, for the purchasing of Products, throughthe form used from time to time by Purchaser;
“Parties”:means collectively Supplier and Purchaser;
“Programming Procedure”:means the procedure related to the scheduling of the Product deliveries, as set forth in Enclosu-re 2, which shall be followed and complied with by both Supplier and Purchaser when the Pur-chaser issues an Open Order;
“Product(s)”:means the production material(s) or automotive component(s) which shall form the object of theSupply Agreement, to be incorporated or fitted into the Vehicle or into another products, or to bedistributed by Supplier as component(s), spare part(s) or accessory(ies) in the market;
“Affiliate Companies”:means each and all the company (i) in which a Party owns more than 50 (fifty)% of the shares orthe voting rights or (ii) which a Party otherwise controls by exercising a dominant influence;
“Vehicle(s)”:means the vehicle(s) manufactured, marked and marketed by Purchaser or its Affiliates, intowhich the Product will be assembled and fitted.
2 SUPPLY AGREEMENT: GENERAL PRINCIPLES
2.1 These General Terms and its related Enclosures form an integral and substantial part of theSupply Agreement and shall apply, even if not explicitly mentioned in such Supply Agreement, toany supply of Products from Supplier to Purchaser, starting from their written acceptance bySupplier; the former Iveco purchasing terms and conditions (ed. 1st march 1990 or precedenteditions) will be no more applicable to forthcoming Supply Agreements.
2.2 Supplier, at the time of signing these General Terms, take vision of the Enclosures by acceptingthem as an integral part of the Supply Agreement, and shall respect all the provisions thereinunless otherwise agreed in writing by the Parties.
2.3 Purchaser reserves itself the right to periodically update the Enclosures, by giving notice of suchupdating to Supplier, either on paper–base or on electronic device readable by Supplier.
2.4 The updates to the Enclosures shall be considered as accepted by Supplier unless the latterexpressly notifies in writing its intention not to accept them within 7 calendar days from the re-ceipt.
2.5 At any time, within the Supply Agreement or with separate written agreement, the Parties mayagree upon Special Terms, also derogating the General Terms, which shall apply to the suppliesof the Product from Supplier to Purchaser; in such a case, the General Terms and its Enclosu-res shall apply to all matters not expressly ruled by the Special Terms.
2.6 Supplier’s general terms and conditions of sale shall not apply to the supplies of Products fromSupplier to Purchaser.
3 EXECUTION OF THE SUPPLY AGREEMENT
3.1 The Supply Agreement may be executed either (i) by signing between the Parties of a specificwritten supply agreement that may be followed by an Order issued by the Purchaser only forinternal administrative purposes and (ii) by the issuing of an Order by the Purchaser addressedto the Supplier without the signing of any previous specific supply agreement.
3.2 The Order issued by the Purchaser shall be considered as accepted by Supplier at its receipt,unless this latter notifies in writing, by fax or e–mail, to the Purchaser (and more precisely to thePurchaser’s employee which have issued said order, as expressly indicated therein) its intentionnot to accept said Order within 7 (seven) calendar days from its receipt, irrespective to the mo-dalities of transmission. The Supplier may not refuse in any event an Order issued in connectionwith a specific supply agreement executed with the Purchaser and only for internal administrati-ve purposes.
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3.3 The Purchaser Order shall include, but will be not limited to:
(i) the description of the Product(s), by reference to the code numbers, as per Article 18.6hereinafter, as well as to the related drawings, designs and technical specifications;
(ii) the references to related fixed volumes (in this case the Order is a “Closed Order”) or wi-thout fixing the initial volumes but referring to a program of supply (in this case the Order isan “Open Order”) as per Article 3.4 hereinafter;
(iii) the place of delivery of the Products;
(iv) the terms and conditions of delivery of the Products; the Parties agree that, if not otherwiseagreed in the Order, the terms and conditions of delivery shall be: DDP – INCOTERMS2000 – Purchaser’s plant;
(v) conditions of transport, packaging, as detailed in the “Packaging Schedule”, as per Article6.1 hereinafter, that will be ever attached to the Purchase Order;
(vi) the Technical Documentation that Supplier shall prepare and hand over to Purchaser, toge-ther with the relevant terms and conditions of delivery;
(vii) unit price of Product and price of the Instrumental Goods;
(viii) terms and conditions of payment due to Purchaser.
3.4 In case of Open Order, Purchaser shall issue periodically a program of supply in accordancewith the “Logistic Procedure” set forth in Enclosure 2 hereto.
3.5 Only with regard to Open Orders (which are not issued in connection with a specific supplyagreement executed by the Parties and only for internal administrative purposes) at any time Pur-chaser shall have the right to terminate the Open Order, with or without cause, by serving theSupplier with a written notice. In this case, the Purchaser shall only be bound to purchase theProducts included in the binding program of supply with reference to the executive period beca-me binding in accordance to the terms of the Logistic Procedure set forth in Enclosure 2 hereto.Consequently, Purchaser shall not be liable for any compensation for damages in favour of Sup-plier, as well for any reimbursement of costs and expenses borne by Supplier in connection withthe Supply Agreement, other then those reimbursement expressly provided for in these GeneralTerms.
3.6 In case of termination of the Open Order, according to Article 3.5 above, the delivery back to thePurchaser of the Instrumental Goods as well as the Purchaser right of acquiring such Instrumen-tal Goods will be ruled by the terms set forth in Enclosure 1.
4 CHARACTERISTICS OF THE PRODUCTS, MODIFICATIONS AND IMPROVEMENTS
4.1 The Supplier shall deliver the Products in compliance with the technical and qualitative specifica-tions set forth in the Supply Agreement.
4.2 The Supplier shall not modify the Product, as well as to the characteristics agreed with the Pur-chaser, without the prior written consent of the Purchaser.
4.3 If Purchaser rejects the modifications of the Product proposed by Supplier, Supplier shall conti-nue to supply the Product to Purchaser in compliance with the original configuration and specifi-cations as agreed before the proposed modification.
4.4 At any time Purchaser may request the Supplier to implement and introduce modifications intothe Product, within the reasonable terms indicated by Purchaser and in accordance with theeconomic conditions to be previously agreed in writing between the Parties. In such event, theSupplier commits to fulfil the Purchaser’s request, by taking care however to previously verifythat the requested modifications do not compromise the correct design, the functional and quali-tative characteristic as well as the safety of the Product.
4.5 The Supplier shall make its best efforts to improve and innovate the Product, as well as to redu-ce the manufacturing costs and the related price applied to Purchaser and therefore the Suppliergrants the Purchaser that the Products price offered to the Purchaser shall be ever in line withthe prices applied by its best competitors. The Supplier shall promptly inform the Purchaser ofany technical improvement or advancement developed by Supplier in relation to the Product. Inthis case, if Purchaser is interested in, Supplier and Purchaser shall determine in good faithterms and conditions of the Supply of such new or modified product.
4.6 If during the performance of the Supply Agreement any Product as well as the relevant Techni-cal Documentation to be prepared by the Supplier, are or shall be affected by mandatory provi-sions arising from any competent authority decision or from Legal Requirement, the Supplier –at Supplier’s cost and in compliance with the terms stated therein – shall fully comply with suchprovisions or Legal Requirement in such a manner to ensure that the Products and/or the Tech-nical Documentation, as the case may be, fully comply with the above mentioned such mandato-ry provisions or Legal Requirements.
4.7 If during the performance of a Supply Agreement it becomes necessary, as a consequence of amodification of Legal Requirements concerning exclusively the Vehicles, to modify the Products,as well as the Technical Documentation to be prepared by the Supplier, the Supplier, uponPurchaser’s request, shall fully comply with such modified Legal Requirements and shall modifythe Products and the Technical Documentation accordingly, in order to ensure the full correspon-dence of the Products and/or of the Technical Documentation to the above–mentioned LegalRequirements modifications; in this event, Supplier and Purchaser shall agree in good faith thereimbursement to the Supplier of the costs to be borne for the modifications to be introduced tothe Products and to the Technical Documentation.
5 TECHNICAL DOCUMENTATION AND MANUALS
5.1 Unless otherwise agreed in writing between the Parties, Supplier shall make available to Purcha-ser the Technical Documentation in compliance with the Supply Agreement provisions, in paperor electronic form readable by Purchaser and according to the Purchaser request, within a rea-sonable period of time before the first delivery of the Product.
5.2 In connection with each Product modification or improvement or innovation, Supplier shall prom-ptly hand over to Purchaser, without any additional charge, a copy of the Technical Documenta-tion reflecting such modification, improvement or innovation.
5.3 Supplier shall maintain updated the Technical Documentation, in compliance with any applicablelaw and regulations and the Supplier, at its own costs and expenses, shall make periodicallyavailable to Purchaser such updating.
5.4 In case of termination, irrespective the cause, of the Supply Agreement, the Supplier shall handover to Purchaser the complete, final and updated version of the Technical Documentation.
5.5 Irrespective to the means adopted for the transmission of the Technical Documentation, Purcha-ser shall have the right to use and copy such Technical Documentation, to convert it into itsdocumentation, to use it for its Manuals, as well as for any further need of the Purchaser.
6 PACKAGING
6.1 The Products shall be packaged in compliance with Purchaser’ instructions detailed in the pac-kaging form attached to the Order and in such a manner to be transported, or otherwise han-dled, without risks for damages to Product as well as persons or real properties.
6.2 Should the Order not contain any instruction, the packaging, transportation, handling, insuranceand delivery of the Products shall be performed by Supplier at exclusively Supplier’s costs andrisks.
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7 PRODUCTS DELIVERY AND TERMS OF DELIVERY
7.1 Products delivery shall be performed in accordance with the terms and conditions set forth in theSupply Agreement, with particular regard to the Order provisions and to the Logistic Procedureprovisions, as per Enclosure 2 hereto, as well as to all the provisions stated in further enclosuresattached to these General Terms; if the Order does not contain such indications, article 3.3 (iv)and 6.2 above shall apply.
7.2 Product delivery shall take place when the Purchaser (or its employees or third parties to thisextent entrusted by the Purchaser) materially receives the Product at the Purchaser plant or atany other place agreed by the Parties.
7.3 The Parties hereby recognize that the delivery terms stated in the Order or in the ProgrammingProcedure are essential and mandatory.
7.4 The Supplier shall promptly notify Purchaser of any delay that may affect the Products deliveryas well as of any and all remedy actions to be adopted by Supplier with a view to minimize theconsequences of its failure.
7.5 In any event, in case of delayed deliveries of Products, the Purchaser shall have the right toclaim penalty in accordance with the percentages and criteria set forth in the Logistic Procedureas per Enclosure 2, without prejudice to the Purchaser’s right to recover all direct and indirectfurther losses and damages occurred.
7.6 With the sole exception for what specified in Enclosure 2 in connection with the “on consignmentstock” the title and risks in Products shall be transferred to Purchaser upon delivery as specifiedhereinabove; Supplier shall always deliver Products free from any third parties rights or claims.
7.7 To the extent to minimize all the risks arising from failure in delivery, Supplier shall maintain,under its own responsibility and control, a stock of Products and shall keep the Purchaser wellinformed from time to time about its consistency.
8 ACCEPTANCE
8.1 The Purchaser shall have the right, but not the obligation, to conduct upon delivery, any inspec-tion on received Products with a view to ascertain its compliance with the Supply Agreement. Inno event, the receipt of the Products shall be deemed or interpreted as an implied acceptanceby Purchaser of Product conformity to the Supply Agreement nor an hindrance for any futureclaim or the exercising by Purchaser of its rights arising from the Supply Agreement.
8.2 In addition to the foregoing, the Purchaser shall have the right (to be enforced by serving theSupplier with written notice):
(i) not to accept partial or excessive deliveries of Products and therefore to reject and returnat Supplier’s costs, expenses and risks all the Product delivered not in compliance with thedelivery terms and conditions;
(ii) to warn the Supplier to remedy to such failure by means of additional deliveries to be per-formed within a reasonable period of time determined by Purchaser;
(iii) to terminate the Supply Agreement by serving the Supplier with a written notice in case ofserious breach of the Supplier’s obligations related to the delivery and/or the compliance ofthe Products and therefore to source elsewhere at any time, in whole or in part, the sup-plies of Product object of the Supply Agreement at Supplier’s costs and risks, without preju-dice to the Purchaser’ right of recovering from Supplier all direct and indirect further lossesand damages.
8.3 Purchaser shall inform Supplier, on Supplier’s request, about methods and procedure adoptedfor the inspection and testing of delivered Products.
8.4 The Supplier hereby renounces and waives any right provided by the law, in the event thatPurchaser notifies the non conformity of the Products in delay with respect to the terms establi-shed by applicable law.
9 TRANSFER OF RISKS
9.1 All risk of damage or loss related to the Products shall pass to Purchaser on delivery, as perArticle 7.1 above, in compliance with the relevant delivery Incoterm.
9.2 In case of absence of specific or different terms and conditions of delivery in the Order, the Pro-ducts delivery shall be : “DDP” (Delivery Duty Paid – INCOTERMS 2000) at Purchaser’s plant.
10 SUPPLIER’S PRODUCT WARRANTY
10.1 The Supplier recognises to Purchaser a warranty on the supplied Products for the same periodof time given by Purchaser to its end–customers in connection with (i) the Vehicles into whichthe Products are incorporated, or (ii) other products and components, sold to end–customers asdistinct products, into which the Products are incorporated, or (iii) the Products resold by Pur-chaser as spare parts or accessories. The Purchaser shall take care to inform the Supplierabout the term of warranty of the Vehicles and/or the other products sold by the Purchaser.
10.2 For the duration of the warranty period indicated above at Article 10.1, the Supplier warrants theuseful and safety operation of the Products and that the Products are free from defects in de-sign, material, workmanship and production process, as well as they are in compliance with anyother provision of the Supply Agreement and the quality standards contained in the Enclosuresattached to these General Terms.
10.3 In compliance with the warranty terms and conditions provided for in articles 10.1 and 10.2 above,the Supplier shall reimburse to Purchaser all costs, charges and expenses incurred by Purchaser,either directly or indirectly, for the repair, and/or the replacement of the Products which are ascer-tained to be out of order or defective; unless otherwise agreed in writing between the Parties, therepair and substitution of the defective products shall be made by the Purchaser or by its repairnetwork.
10.4 The reimbursement specified in article 10.3 above shall be calculated and performed in accor-dance with the Warranty Management Procedure and Product Campaign Management as perEnclosure 4 that constitutes an integral part of these General Terms.
10.5 It is expressly agreed by the Parties that Iveco S.p.a. may exercise, on behalf of its AffiliateCompanies, the rights and remedies related to the Products warranty, with particular regards tothe reimbursement due to the Affiliate Company as per article 10.3 above, to be assessed andrecognised in compliance with the procedure set forth in Enclosure 4.
10.6 Claims devoted to exercise the Products warranty rights shall be notified from Purchaser to Sup-plier within 6 months from the expiry of the warranty period granted by Supplier as per article10.1.
10.7 The warranty stated in this article 10 doesn’t prevent the Purchaser’s right to claim for direct andindirect damages in which Purchaser has incurred, or is incurring, as a consequence of the de-fectiveness, included, but not limited to, reimbursement of expenses for production discontinuan-ce, recall campaigns, etc.
10.8 In particular, the Supplier shall indemnify the Purchaser for all costs incurred for removing (alsothrough recall campaigns, if necessary) such defects from the Products that, even if not relatedto Vehicles’ safety or to the compliance to Legal Requirements, are however of such gravity andfrequency (even if occurred after the warranty period expiration), to be unacceptable for the Pur-chaser, according to measurement and end–customer–satisfaction standards in line with thepractices of the most qualified automotive manufacturers.
10.9 Upon Supplier request, the Purchaser will make available the defective Products to Supplier, atSupplier’s cost and expense, for a period of two months starting from its replacement.
10.10 The Purchaser shall have the right to make into scrap the defective Product not collected bySupplier within the period of time set down in art. 10.9 above, as well as to charge to the Supplierthe costs and charges borne for such activity.
11 PRODUCT LIABILITY AND PRODUCT CAMPAIGNS
11.1 Should at any time (even after the expire of the commercial warranty set forth in article 10 abo-ve) end–customers, third parties or Italian or foreign authorities charge the Purchaser with thebreach of any Legal Requirement related the protection of safety, health, environment and/orconstruction and/or homologation rules, etc. as a consequence of alleged defects, non–confor-mity with rules and regulations, lack of reliability or lack of safety of the vehicles arising directlyor indirectly from the Products, the Supplier, safe in any case its own liability towards the dama-ged party and towards the public authorities, shall always keep the Purchaser fully indemnifiedand harmless from any and all claims towards the public authorities and the alleged damagedparty.
11.2 According to art 11.1 above, the Supplier shall be liable towards the Purchaser for a period of 15years starting from the occurred delivery of each Product and shall keep the Purchaser fullyindemnified and harmless from any and all cost and expenses as well as any damage direct aswell as indirect, caused by the defectiveness or the lack of safety of the Product and/or by thenon conformity with the Legal Requirements pointed out in article 11.1 above.
11.3 To this extent, the Supplier shall execute and maintain in force for the 15–year period hereinabo-ve indicated, one or more insurance policy/ies with leading and well known insurance companiessuitable for covering adequately Supplier’s liability towards the Purchaser or third parties arisingout or in connection with the Product defectiveness or lack of conformity; Purchaser shall beentitled to verify if the insurance policy is adequate as well as to request certain insurance cove-rage and amounts to be taken out by Supplier for any event occurred. The Supplier undertakesto assign all its rights under this insurance policies to the Purchaser at the first request of thislatter. The Supplier shall provide the Purchaser with certificates or memoranda of such insuran-ces as well as the related renewals thereof signed by the issuing company or agent or otherinformation respecting such insurance at any time promptly upon Purchaser ‘s request.
11.4 Supplier shall reimburse all costs and expenses borne by Purchaser in connection with any andall the recall campaigns Purchaser determines to carry out with a view to replace or repair Pro-ducts, or part thereof, which could affect the safety or reliability of (i) the Products, (ii) the Vehi-cles, (iii) the components or vehicles into which the Product, or part thereof, is incorporated orfitted.
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Supplier shall conform to the Product Campaign Management as detailed in Enclosure 4 to the-se General Terms. If Supplier is aware of a possible defectiveness or risks of defectiveness ableto compromise the quality, reliability, safety of (i) the Products, (ii) the Vehicles, (iii) the compo-nents or vehicles into which the Products or part thereof are incorporated or fitted, shall promptlynotify without delay the Purchaser providing any and all support to individuate the Products, re-pair or replace the Product, without any costs and charges for Purchaser, as well as to eliminateany risks and/or compensate third parties for any damages suffered to persons and property.
11.5 The preparation by the Purchaser of the Technical Documentation for the development or supplyof Products shall not exclude or limit the liability of the Supplier for defectiveness and/or lack ofsafety of the Product.
12 PRICES AND PAYMENTS\
12.1 The price to be paid for Products, as detailed in the Order, shall include the cost for packagingand transport and may be modified only by previous agreement in writing between the Parties.
12.2 Purchaser has the right to set off any payment due to Supplier under the Supply Agreement withany credit, whatsoever the title and even if not already receivable, owned by the Purchaser to-wards the Supplier including also any credit deriving from any Supplier failure of its obligationsunder the Supply Agreement or otherwise.
12.3 Supplier shall not transfer, in whole or in part, any credit or other economic advantages arisingout the Supply Agreement, without the prior written consent of the Purchaser.
12.4 In case of material breach of Supplier’s obligations under the Supply Agreement, the Purchaser,until the breach is not remedied, shall have the right to suspend payments of the Products, sub-ject to written notice to Supplier.
12.5 The payment carried out by the Purchaser for the Product shall never constitute acceptance orrecognition (i) of the Products compliance to the Supply Agreement as well as (ii) the Suppliercorrect performance of the relevant obligations under the Supply Agreement.
12.6 Should the Purchaser delay the payment of the invoices issued by Supplier in accordance withthe Supply Agreement, the Purchaser shall pay interest for delayed payment in accordance withthe legal interest rate set forth by the Italian Civil Code.
13 DISCONTINUATION OF PRODUCT MANUFACTURE
13.1 Irrespective of Supplier’s obligations to fulfil the Supply Agreement, should Supplier decide todiscontinue the manufacture of the Product it shall immediately provide written notice of suchdecision to the Purchaser, specifying the Product and/or version of the Product to be disconti-nued.
13.2 The Purchaser shall have the right to request to Supplier, by means of a written notice to beserved within 90 (ninety) days from the receipt of the above mentioned Supplier’s notice, to con-tinue to supply such Product, at the same terms and conditions in force at the time of the above-mentioned discontinuation notice, as long as necessary to enable Purchaser to meet its pre–exi-sting contractual obligations towards its final customers or to any other third parties.
14.1 The Supplier shall grant to the Purchaser the supply of the Product as spare parts for after mar-ket purposes as long as necessary to enable Purchaser to fulfil accrued liabilities in relation tothe final customers of Products, Vehicles, the vehicles or components into which Products havebeen installed or incorporated and however for a period of time no less than the period providedin Article 4 of Enclosure 5 to these General Terms.
14.2 Terms and conditions of supply and delivery of Products to be used as spare parts shall be inaccordance with the provisions set forth in Enclosure 5 attached to these General Terms.
15 TRADEMARKS
15.1 The affixing of the name(s) and/or trademark(s) of Purchaser and/or its Affiliate Companies onthe Product as well as the name(s) and/or trademark(s) of Supplier shall be in accordance withthe mutual agreement of the Parties in writing, except for any mandatory rules established bythe applicable laws and regulations.
15.2 The use of the name(s) and/or trademark(s) of the Purchaser and/or its Affiliate Companies bySupplier in any commercial and advertising activity, shall be in accordance with the mutualagreement of the Parties in writing.
16 TOOLING
16.1 The terms and conditions of use or transfer of the Instrumental Goods, equipment, or othersimilar items used for the production, diagnostic, handling, transport of the Products or part the-reof, or more generally for the performance of the Supply Agreement (hereinafter referred to as”Tooling”), (i) made available by Purchaser to Supplier for temporary use; (ii) acquired by Sup-plier with the Purchaser contribution; or (iii) acquired by Supplier exclusively for the performanceof the Supply Agreement(s), shall be regulated upon the General Conditions of Use of Instru-mental Goods as per Enclosure 1 to these General Terms.
17 INSPECTION
17.1 At any time the Purchaser, by informing the Supplier with a reasonable period of time, shall havethe right to inspect Supplier’s manufacturing premises in order to ascertain the performance bySupplier of all necessary activities for the compliance with the Supply Agreement.
17.2 Moreover, should the supplied Products be fitted or incorporated by Purchaser into products de-voted to be supplied to Ministries of Defence or similar public entities of N.A.T.O. Member Sta-tes, Supplier shall carefully submit such Products to quality inspection conducted by such Mini-stries and entities, or by their authorized representatives, in compliance with the applicable lawsand regulations adopted by such Ministries and entities.
17.3 Purchaser shall inform Supplier about the activities that the Supplier shall have to arrange incase of quality inspections as per article 17.2 above.
18 INTELLECTUAL PROPERTY RIGHTS
18.1 Supplier grants that the production, use and marketing of the Products do not and shall notbreach any industrial and intellectual property rights of third parties.
18.2 Should the industrial and intellectual property rights be owed to the Supplier, this latter shall in-demnify and hold Purchaser harmless from and against all liabilities, costs, damages, claimsand expenses incurred or to be incurred in respect of any claim or action having as object anyalleged infringement of third parties’ intellectual and industrial property rights (by way of exam-ple, invention, patents, utility models, designs and models, copyrights, trademarks etc). In suchevent, the Purchaser shall promptly notify the Supplier in writing and Supplier shall make availa-ble to Purchaser without delay all information and data necessary for Purchaser to be in theposition to conduct autonomously the defence against such claims or actions. Purchaser may, atits sole discretion, decide to involve Supplier in conducting the defence. In any event, costs andexpenses shall be charged exclusively to the Supplier.
18.3 Supplier shall indicate to Purchaser the intellectual property rights which Supplier has the owner-ship or license or which are however used by Supplier for the manufacture of the Products orhowever interfere with their use and marketing.
18.4 Unless otherwise agreed by the Parties, all industrial and intellectual property rights related to:
(i) the Technical Documentation made available by Purchaser to Supplier for the developmentof the Product or for the performance of the Supply Agreement; or
(ii) the Product developed by Supplier based (a) on a co–design contract with the Purchaseror, (b) on the Technical Documentation provided by the Purchaser;
shall remain exclusively with the Purchaser.
18.5 Supplier shall not disclaim or copy in whatsoever manner, without the prior written consent of thePurchaser:
(i) the Technical Documentation provided by Purchaser for the development of the Product orfor the performance the Supply Agreement;
(ii) the Technical Documentation prepared by Supplier in performing Special Terms establi-shing such prohibition.
18.6 The Purchaser shall grant to Supplier the non exclusive right to use the code number, whichforms an integral part of a complex system adopted by Purchaser, that also the Supplier isbound to adopt to classify, identify and manage the Product and the component thereof.
19 CONFIDENTIALITY
19.1 Each Party shall treat as business secrets and shall keep confidential all commercial and techni-cal information of the other Party which comes to its knowledge during the performance of theSupply Agreement, unless such information is or becomes of public knowledge without breachof the receiving Party.
19.2 The Supplier shall include the same provision in all the agreements with its subcontractors insuch a manner to ensure that all subcontractors are contractually bound to comply with the sa-me obligation.
19.3 The Supplier undertakes not to disclose its commercial relationship with the Purchaser withoutPurchaser’s previous written consent.
19.4 The Technical Documentation prepared by Supplier, shall be used by Purchaser for the prepara-tion of Manuals as well as for any further need in order to put Purchaser in the position to per-form its contractual and extra–contractual obligations towards final users or third parties.
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20 FORCE MAJEURE
20.1 If a force majeure event prevents the proper performance of any obligation under the SupplyAgreement, the affected Party shall not be liable for such non performance for the period of timeto be agreed by the Parties having regard to the nature of the force majeure event. A forcemajeure event cannot be invoked when it arises after the expiration of the term for performanceoriginally agreed.
20.2 The affected Party shall give promptly written notice thereof to the other Party stating the natureof the event. The affected Party shall take all reasonable actions necessary to avoid or minimisethe consequences of such force majeure event.
20.3 For the purposes of this provision the “force majeure event” shall be deemed an event beyondthe reasonable control of the affected Party, preventing or impeding the due performance of oneor more obligations set forth in the Supply Agreement. Sub–contractors’ delay shall not be dee-med as force majeure events, unless such delay is caused by a force majeure event.
20.4 Should a force majeure event reasonably prevent the Purchaser from complying with its pro-duction needs and requirements and then cause a production interruption at its premises, thePurchaser shall be entitled to cancel the Order and/ or to terminate the Supply Agreement and/or to temporary purchase Products from any third party if the Purchaser deems, at its owndiscretion, said temporary measure being feasible or not unreasonably expensive.
21 TERMINATION
21.1 Termination by Purchaser of the Supply Agreement
21.1.1 The Purchaser may terminate the Supply Agreement if the Supplier fails to perform any of itsobligations under the Supply Agreement and has not remedied within the term given and notifiedby Purchaser with written notice where the nature of the breach and the requested remedy/iesare specified.
21.1.2 Irrespective of any provision set forth in this article 21, the Purchaser shall always have the rightto terminate the Supply Agreement by serving a simple written communication, no term of noticerequired, if the Supplier does not fulfil any obligation under the Supply Agreement and suchbreach be of so fundamental importance (either from a qualitative or quantitative point of view)to compromise the Supplier’s confidence on the fulfilment of the Supply Agreement by the Sup-plier.
21.2 Termination by notice
21.2.1 Either Party may terminate the Supply Agreement with immediate effect from the receipt of thewritten notice by the other Party, when one of the following events occurs:
a) the other Party is unable to comply with any of its obligations under the Supply Agreement,as a result of the occurrence of a Force Majeure event, as provided for in Article 20 above.
b) the other Party has commenced proceeding of voluntary liquidation, voluntary or judicialreorganisation of debt with all the creditors, and general assignment for the benefit of itscreditors.
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21.3 Suspension of the performance of the Supply Agreement and subsequent termination bynotice
21.3.1 Purchaser shall always have the right to suspend the performance of the Supply Agreementthrough simple written notice, if it is foreseeable, from any kind of circumstances, acts or factualsituations, that Supplier is not able to assure the normal fulfilment of its obligations (including, byway of example, in case of delay or lack of payments to employees, social security institutions,tax authorities, suppliers, banks, protest of a bill, execution sales, annulment of licences or au-thorisations, etc.).
21.3.2 If the situations of paragraph 21.3.1 above do not cease within 10 (ten) days from the receipt bySupplier of the aforesaid written communication, Purchaser shall have the right to terminate theSupply Agreement, by means of a simple written notice.
21.4 Termination for specific breaches
21.4.1 The Purchaser shall always have the right to terminate the Supply Agreement, by written noticeto be served to Supplier, should the Supplier run into any of the following breaches:
a) the delay in delivering the Products and/or the spare parts exceed the terms set forth inarticle 8 of Enclosure 2 (Logistic procedure) and article 7 of Enclosure 5 (Spare Parts Proce-dure);
b) the Supplier does not realise the effective solutions devoted to eliminate the repeated criticalfailure of Products, according to the provision set forth in article 6.2 – last paragraph – ofEnclosure 3 (Suppliers Quality Procedure);
c) the Supplier does not realise the corrective interventions when Iveco refuses the approval tothe supply start up, according to the provision set forth in article 7.4. of Enclosure 3 (SupplierQuality Procedure);
d) the Supplier commits the forbidden use of trademarks, logos, names and distinctive signswhich are forbidden according to article 8.2. – last paragraph – of Enclosure 5 (Spare PartsProcedure).
22 EFFECTS OF THE TERMINATION
22.1 The termination referred to in article 21 above shall be without prejudice to the rights accrued bythe Parties and which, according to their nature or the agreement reached by the Parties, shallremain effective and in force after termination.
23 MISCELLANEOUS
23.1 The headings in the General Terms, are solely for convenience or reference and shall not go-vern or integrate the interpretation of any terms or provisions thereto.
23.2 Purchaser may, at any time, assign, or transfer otherwise the Supply Agreement to third partieswithout the prior consent of Supplier. Supplier shall not assign, in whole or in part, the SupplyAgreement or any of the obligations therein or any credit arising from the Supply Agreement;however Purchaser may authorise sub–supply of part of Products, subject to the acceptancefrom the sub–contractor of all the obligations undertaken by Supplier. In any event, the Suppliershall remain fully responsible towards Purchaser for any failure of its sub–contractors to the pro-visions of the Supply Agreement and the Supplier hereby accepts to assign to Purchaser, uponPurchaser’s request, the rights and remedies deriving to the Supplier form the sub–supply con-tract. The Purchaser shall have, in any event, the right to undertake contractual relationshipsdirectly with the sub–supplier.
23.3 All modifications, revisions or amendments to the provisions contained in the Supply Agreementshall request the written form as well as the mutual signature by both Parties, under penalty ofinvalidity and such modifications, revisions or amendments shall apply within the limit of the spe-cific purposes given by the Parties.
23.4 If any provision hereof is or is held by any competent court or authority to be invalid or unenfor-ceable, such provision will be deemed severed and omitted, the remaining portions hereof conti-nuing in full force and effect. If required, the Parties shall replace such invalid or unenforceableprovision with a valid and enforceable provision, provided that the content of the General Termsor of the Supply Agreement is not materially altered.
23.5 The nature of the commercial relationships between the Parties, as well as delays or omissionsby Purchaser in exercising rights and remedies herein agreed shall in no way be considered asa waiver or as compliance to their exercise from the Purchaser and the rights deriving to thePurchaser by these General Terms should be considered additional and not substitute of therights deriving from the laws and regulations in force.
23.6 The terms of any Supply Agreement (including these General Terms and its Enclosures) shall begoverned by and construed in accordance with the laws of Italy.
23.7 The Supply Agreement, as well as these General Terms, are not subject to the application of theprovisions of the Vienna Convention on the International Sales of Goods (1980).
23.8 If any dispute arises out or in connection with the Supply Agreement or with these GeneralTerms, the Parties will settle it by conciliation in accordance with the mediation procedure of theArbitral Chamber of Commerce of Piemonte (Camera Arbitrale del Piemonte), in accordancewith its procedure. The Parties commits themselves to submit any dispute to conciliation ”ADRPiemonte” before beginning any action in court.
23.9 If the Parties have not settled that dispute by conciliation within 45 (forty–five) days from whenthe conciliation has commenced, the dispute shall be decided by the court of Torino (Italy), ha-ving exclusive jurisdiction.
24 ENCLOSURES
24.1 The Enclosures hereinafter listed are made a part hereof and form an integral part of these Ge-neral Terms, as well as of the Supply Agreement(s):
ENCLOSURE 1 GENERAL CONDITIONS OF USE OF INSTRUMENTAL GOODS ed. 1
ENCLOSURE 2 LOGISTIC PROCEDURE ed.1
ENCLOSURE 3 SUPPLIERS QUALITY PROCEDURE ed.1
ENCLOSURE 4 WARRANTY MANAGEMENT PROCEDURE AND PRODUCT CAM-PAIGN MANAGEMENT ed.1
ENCLOSURE 5 SPARE PARTS PROCEDURE ed.1
ENCLOSURE 6Part 1 FIAT GROUP CODE OF CONDUCT ed.1
ENCLOSURE 6Part 2
ORGANISATION, MANAGEMENT AND CONTROL MODEL INTERMS OF LEGISLATIVE DECREE 231/2001 ed.1
25 SUPPLIER’S FINANCIAL STATEMENTS DELIVERY TO PURCHASER
25.1 The Supplier shall deliver to Purchaser a copy of its yearly financial statements (yearly accountsas well as consolidated financial statements, if any) as well as copy of the financial statementsof its Affiliated Companies, on or before 30 (thirty) days from the relevant approval.
26 GENERAL TERMS ACCEPTANCE BY THE SUPPLIER AFFILIATED COMPANIES
26.1 According to article 1381 of the Italian civil code, the Supplier signing these General Termsgrants the Purchaser that all the Supply Agreements which shall be executed between Purcha-ser and any Supplier’s Affiliate Company shall be ruled and governed by these General Terms.
27 CODE OF CONDUCT AND PURCHASER ORGANISATION MODEL
27.1 Supplier declares to know and to have took note of the provisions of Italian Legislative Decree08.06.2001, n. 231 (hereinafter the “Decree”) and commits to follow, in executing the SupplyAgreement(s), the principles of transparency and fair dealing as well as to comply with the De-cree itself, moreover declaring to have never incurred in one of the criminal offences herein pro-vided.
27.2 Supplier is aware of the fact that the Decree provides for the direct liability of the juridical entity,when a range of criminal offences are committed by its employees, in addition to the liability ofthe phisical person who committed the crime (i.e. criminal offences towards Public Authorities asbribery, fraud, etc.).
27.3 Supplier declares to know and to have took note that that Purchaser, in accordance with theDecree, has adopted the “Modello di Gestione Organizzazione e Controllo” (Organization andControl Model, hereinafter the “Model”) as well as the “Codice di Condotta” showing the ethicprinciples for conducting business of the Gruppo Fiat” (”Code of Conduct” that can be alsodownload from the web–site www.iveco.com) attached in Enclosure 6 Part 1 to these GeneralTerms, and to undertake to comply with the principles herein contained.
27.4 Infringement by Supplier of the provisions of the Decree and/or of the Code of Conduct will con-stitute a fundamental breach of the Supply Agreements, and Purchaser shall have the right toterminate any and all Supply Agreements with immediate effect by means of simple written noti-ce to Supplier, in accordance with the provision of Article 1456 of Italian civil code, without preju-dice to Purchaser’s right to claim compensation for any and all damages suffered due to suchinfringement as, as a mere example, compensation for the sanctions set forth in the Decree.
27.5 The list of criminal offences is definite but such list should be enlarged in the future and therefo-re this clause atrticle shall be interpreted in oder to include all criminal offences provided into theDecree, even if set forth after the date of signature of theseGeneral Terms.
Supplier declares to have carefully read and examined, and hereby specifically approves, pursuant to Arti-cle 1341 and 1342 Italian civil code, the following provisions:
Art. 2.4 Purchaser’s acceptance of the updates of the Enclosures, should the Pur-chaser not expressly refuse them within 7 days from receipt
Art. 3.2 Purchaser’s acceptance of the Order issued by Iveco, should the Purchasernot expressly refuse it within 7 days from receipt
Art. 3.5 Purchaser right to terminate by notice the Open Order)
Art. 8.2 (iii) Purchaser right to terminate the Supply Agreement by material breach to theobligations related to delivery and/or compliance of the Products
Art. 8.4 Waiver to the right to object the forfeiture because the omitted notice of de-fects
Art. 12.3 No credits assignment
Art. 12.4 Payment suspension
Art. 21.1 Purchaser right to terminate the Supply Agreement by breach
Art. 21.2 Termination by notice of the Supply Agreement
Art. 21.3 Suspension of the performance of the Supply Agreement
Art. 21.4 Termination for specific breaches
Art. 23.2 No Supply Agreement assignment – No subcontracting by the Supplier
Art. 23.8 ADR procedure
Art. 23.9 Court exclusively competent for settlement of disputes
Art. 27.4 Purchaser right to terminate the Supply Agreeements for breach of the Sup-plier to the provisions of the Decree and/or the Code of Conduct
Allegato 1 – Art. 7 Option to Iveco for the purchase of the Instrumental Goods
Allegato 2 – Art. 2.4 Waiver of the Purchaser claims, actions and exceptions related to the delive-ry way for the Supply Program as well as related to the content of the electro-nic or IT device provided by Iveco
The Supplier(Date, seal and signature)
STANDARDS QUOTED
IVECO STD.: 18–0001–A001, 18–0001–A002, 18–0001–A003, 18–0001–A004, 18–0001–A005,18–0001–A006 Parte 1, 18–0001–A006 Parte 2.
