The definitions found in these general purchase conditions: The Purchaser is CASAROLLI PIERO SRL - Via Giancarlo Puecher, 9/11 Novate Milanese – Italy. The Supplier is the Company to which the purchase order is assigned. The Supply is every type of supply of materials, goods or services which constitute the object of the purchase order. The GPCs are the clauses reported in this document. The special conditions are the clauses reported on the CASAROLLI PIERO SRL purchase order. The technical documents and specifications are documents which define the technical-operating requirements of the supply.
Art. 1 – General prescriptions. The GPCs are an integral part of the purchase order and are applied as its essential clauses. Only the special conditions reported in the individual purchase orders prevail over the GPCs and can constitute a departure from the same. The GPCs and any special conditions cannot be modified nor added to unless in the presence of a written agreement between CASAROLLI PIERO SRL and the supplier. The GPCs apply to all the purchase orders transmitted by CASAROLLI PIERO SRL to the supplier. If one or more of the articles established by these GPCs should turn out to be invalid or contrary to imperative legal provisions, the fact that they are invalid and contrary to imperative legal provisions shall not extend to other revisions of these GPCs.
Art. 2 – Acceptance of the General Purchase Conditions and the purchase order. The supplier formalises acceptance of the purchase order by returning the copy of the purchase order duly stamped and signed for acceptance. If, within the deadline of five (5) days from its receipt, the supplier does not return the purchase order duly signed CASAROLLI PIERO SRL reserves the right to cancel the purchase order at any time. Once the supplier starts to execute the purchase order, the purchase order shall be understood as accepted totally including therein the reference documents (GPCs, specific technical specifications etc.). The GPCs are understood as tacitly accepted unless a notification stating the contrary is sent to CASAROLLI PIERO SRL within 7 days of receipt of the purchase order.
Art. 3 – Complete agreement. The purchase order, the GPCs, the special conditions and the annexes represent the complete agreement between the parties and supersede any previous agreement concerning the object of the supply. Acceptance of the purchase order and its annexes by the supplier automatically cancels the general sale conditions of the supplier.
Art. 4 – Delivery deadlines. The supplier shall strictly respect the delivery deadlines reported in the purchase order which are to be considered essential and accepted.
Art. 5 – Ban on transfer of the purchase order and the credit. The supplier does not have the right to transfer the order, even partially, without the prior written authorisation of CASAROLLI PIERO SRL. Transfer of the credit which the supplier obtains from the purchase order is excluded unless explicit formal authorisation is given by CASAROLLI PIERO SRL.
Art. 6 – Force Majeure. In the presence of an event of Force Majeure (such as, as a mere example, earthquakes, fires, epidemics, etc.) which may compromise the agreed delivery date, the supplier is obliged to inform CASAROLLI PIERO SRL immediately in writing specifying the extent of the resulting estimated or real delay. In any case, the supplier must take all direct actions to reduce the delay and to recover the time lost. Any new delivery date must be agreed between CASAROLLI PIERO SRL and the supplier regarding the impediment of the cause of Force Majeure. If the cause of Force Majeure should result in a delay in deliveries of over 60 (sixty) days CASAROLLI PIERO SRL reserves the right to terminate the purchase order at any time by sending a letter by Recorded delivery with return receipt or fax to the supplier.
Art. 7 – Deliveries and packaging. Deliveries of the materials must be accompanied by the prescribed shipment documents on which the following information must be reported:
- date,
- material code,
- description of the product/service,
- quantity,
- gross and net weight of the packages,
- means of shipment.
The supplier must adequately pack the supply according to that specified in the purchase order or, if not specified, according to the best techniques generally applied in commercial usages remaining in any case responsible for all damages suffered by the supply as a result of inadequate packaging.
Art. 8 – Fines for delivery delays. If there are any delays in the supply which is the object of the purchase order, CASAROLLI PIERO SRL reserves the right to apply to the supplier and without prejudice to the right to terminate the contract and the right to compensation for any damages incurred, a fine of 0.5% of the value of the amount, indicated in the purchase order, for the supply not delivered within the deadline established contractually, for any full week of delay. The total amount of the fine may not exceed 10% of the value of the purchase order of the delayed supply.
Art. 9 - Prices. In the absence of clauses explicitly provided in the purchase order, prices are considered as fixed and may not be reviewed.
Art. 10 - Invoices. Invoices must be addressed as follows: CASAROLLI PIERO SRL, Via Giancarlo Puecher, 9/11 – 20026 Novate Milanese - Italy. All invoices which must be issued by the supplier in two copies addressed to CASAROLLI PIERO SRL must contain:
- Number and date of the CASAROLLI PIERO SRL purchase order,
- Supplier code assigned by CASAROLLI PIERO SRL,
- List of the items of the supply in the sequence indicated in the purchase order,
- Quantity supplied,
- N° of the transport document,
- N° of the packages delivered.
Art. 11 – Control of the Supply. Acceptance of the supply is subject to checking that it complies with the quantity and quality conditions requested in the CASAROLLI PIERO SRL order. On delivery of the goods on the price list, CASAROLLI PIERO SRL shall carry out appropriate quality and quantity checks. If the product/service should not correspond to the one stated in the contract, it will be refused and put at the disposal of the supplier for substitution at its own cost and under its own responsibility with another one which complies with the prescriptions contained in the purchase order, without prejudice to any right to termination of the contract and to compensation of damage for CASAROLLI PIERO SRL.
Art. 12 - Guarantee. The supplier guarantees that the supply is without any faults which would make it unsuitable for the use for which it is designed or that appreciably decrease the value, whether they be apparent or concealed. The supplier is responsible for damages caused directly to objects or persons and which are directly attributable to a faulty part or parts of its supply. The supplier is obliged to exonerate CASAROLLI PIERO SRL from any request for compensation as a result of the non-conformity and unreliability of its supply compensating CASAROLLI PIERO SRL for any damages incurred.
Art. 13 - Accidents. The supply concerned in the purchase order must be guaranteed in compliance with applicable accident-prevention provisions. The supplier shall confirm the same in writing on the reference invoice.
Art. 14 – Unilateral withdrawal. CASAROLLI PIERO SRL reserves the right to partially or fully withdraw from the purchase order at any time even after the purchase order itself has started to be executed, by recorded deliver letter with return receipt of by fax to be sent to the supplier with 20 (twenty) days’ notice. In this case, on delivery of the supply up to the date of the withdrawal, CASAROLLI PIERO SRL shall pay the supplier an amount equal to the value, at contractual prices, for the service regularly performed.
Art. 15 - Termination. In the event of a breach or failure by the supplier to observe one or more clauses reported in the purchase order, in the general purchase conditions and in any annexes, CASAROLLI PIERO SRL has the right to terminate the purchase order by recorded delivery letter with return receipt or fax sent to the supplier without prejudice to the right of CASAROLLI PIERO SRL to compensation for any damage incurred. CASAROLLI PIERO SRL may also terminate the purchase order if any of the following conditions should occur: acquisition by another company of control of the supplier, insolvency, liquidation, receivership, extraordinary administration, composition with creditors, bankruptcy of the supplier.
Art. 16 – Inspections and checks at the supplier’s premises. CASAROLLI PIERO SRL reserves the right after prior notice to send persons or control bodies to the supplier’s factory to check, at any time and during normal working hours, the progress of manufacturing, the quality of the materials used and the correct fulfilment of all the obligations by the latter assumed with the purchase order regarding safety regulations and confidentiality applicable in this matter. Such inspections and checks do not exonerate the supplier from its own contractual obligations.
General purchase conditions of CASAROLLI PIERO SRL (GPC)
Tax Code and VAT number 10745420157 Share Capital € 10,400.00 fully Paid Chamber of Commerce of Milan 1401301 – Registration Milan Court 328662 Vol. 8150 File 12
Art. 17 – Equipment, materials owned by CASAROLLI PIERO SRL Diagrams, dies, equipment, sample parts, IT supports delivered by CASAROLLI PIERO SRL to the supplier for execution of the purchase order remain the property of CASAROLLI PIERO SRL and must be returned to the same once the purchase order has been carried out in a good condition. It is expressly agreed that the same may not be duplicated under any circumstances and must only be used by the supplier for executing the CASAROLLI PIERO SRL purchase order.
Art. 18 – Supplies of patented production. The supplier guarantees that the supply is not produced in breach of patents or exclusive property licences and lawfulness of use and trade both in Italy and abroad. The supplier shall exonerate and protect CASAROLLI PIERO SRL from any claim, legal action or request for compensation, made by third parties for the use and trade mentioned above.
Art. 19 - Confidentiality. The supplier pledges not to make any publicity mentioning the name of CASAROLLI PIERO SRL. All information contained in the purchase order, any of its annexes and those that may be supplied by CASAROLLI PIERO SRL during the supply must be considered strictly confidential and reserved. The supplier is tacitly banned from having any direct dealings with the end client of CASAROLLI PIERO SRL.
Art. 20 – Jurisdiction and Arbitration. The purchase order shall be governed and interpreted from all points of view by Italian Law except for that expressly provided in these GPCs or in the special conditions. Any dispute deriving from or connected with the purchase order shall be settled according to the Articles of Association/Regulations of the Chamber of Commerce, Industry, Agriculture and Handicrafts of Milan by one or more arbitrators nominated according to said Regulations. The language of the Arbitrator shall be Italian. Arbitration shall take place in Milan.
Art. 21 – Privacy Statement (GDPR (General Data Protection Regulation) 2016/679). CASAROLLI PIERO SRL informs that the Supplier’s personal data shall be processed with manual, IT and Internet means, for purposes strictly connected and instrumental to execution of the purchase order. Granting of data is optional, but necessary for stipulation and execution of the contractual relationship and failure to grant data shall make it impossible to establish relations with our company. Data may be communicated to companies for carrying out economic activities (banks) or for absolving legal provisions (accountants, lawyers). Data shall not be disclosed.