Standard terms and conditions of purchase

Definitions

“Almar” means Almar S.r.l. and its subsidiaries and affiliates.

“Goods” means the goods to be supplied by Almar and/or its representatives to the Purchaser as described in or incorporated in an Order.

 “Order” means the Purchaser purchase order or a Purchaser written order for Goods and/or Services, including the purchase order number,incorporated by this reference into the Agreement.

“Party” means either Purchaser or Almar.

“Parties” means both Purchaser and Almar.

“Services” means any services to be performed by Almar and/or its representatives as described in or incorporated in an Order.

“Purchaser” means the company indicated as Purchaser in the applicable Order.

“Term” means the term set out in the Order or, if the Order is silent, the period of time from the date of the Order until acceptance in writing of Goods or Services.

1. SCOPE AND ENGAGEMENT

1.1 Purchaser shall place Orders and Almar agrees to supply Goods and/or Services as described in the applicable Order to Almar in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Nothing attached by Purchaser to any Order, including any additional terms or conditions of Purchaser, may be construed to expand Almar’s obligations as set forth in this Agreement. Therefore, any further and/or conflicting clause than what provided for by this Agreement shall be considered not effective, except for the case it is confirmed in writing by Almar. Nothing contained herein shall obligate Almar to any exclusive relationship with Purchaser or to sell any minimum amount of Goods to the Purchaser or restrict Almar from contracting with any competitor of Purchaser. 

1.2 In the event of conflict between these standard terms and conditions and the additional express terms of an Order, the terms of the Order shall prevail. This Agreement, along with the documents referred to in the Order, contains the entire agreement between the Parties with respect to the Matt ers to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers,proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject Matt er . No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party.

1.3 It is a condition of this Agreement that Purchaser shall not recruit, solicit or induce any Almar Group employee, client, customer or account to terminate their employment or business relationship with any entities belonging to Almar during the term of this Agreement or for a period of six (6) months thereafter; 

2. SUPPLY OF GOODS & ACCEPTANCE OF SERVICES

2.1 Inspection. Before delivering the Goods, Almar shall carefully inspect and test them for compliance with the Order. Purchaser shall have the right at all reasonable times to inspect and test the Goods while under the control of Almar prior to acceptance. Notwithstanding any such inspection or testing by Almar. Failure to exercise right of inspection does not relieve Almar of any obligation to furnish Goods, as applicable in accordance with this Agreement.

2.2 Delivery and Acceptance. The Goods shall be considered accepted within 8 days from the date of delivery resulting from a transport document undersigned as a sign of receipt by the Purchaser or, if applicable, after performance of the due inspections and controltests. Purchaser shall have the right to report any defect within 60 days from the discovery. Furthermore, Almar warrants the well-functioning of what supplies to Purchaser under this Agreement during the Warranty Period (as defined herein after).

Deliveries of Goods shall include a delivery note with the purchase order number, date of the Order, number of units and description of contents and shall be properly packed and secured so as to reach their destination in an undamaged condition. 

2.3 Rejection. Without prejudice to any other right or remedy which Purchaser may have, the Purchaser may, following a reasonable period, in any case not less than 15 days after delivery, reject in writing any Goods (in whole or in part) which are not supplied in accordance with this Agreement. Purchaser shall return the Goods to Almar which shall inspect them and decide whether the defect is attributable to it. If the answer is yes, Almar shall replace the defected material with brand new one.    

2.4 Goods repair and replace warranty. Goods shall be of the best available design, of the best quality, material and workmanship, be without fault and of satisfactory quality, free of all defects and fit for the purpose. Furthermore, Almar warrants that the Goods shall be of satisfactory quality, free of all defects in material and workmanship, conform to applicable specifications in the Order and fit for the purpose required by Purchaser and such warranty shall extend to any defect or nonconformity arising or manifesting itself after delivery and acceptance of the Goods and during the term of 5 years or 2 years for the electronic parts (“Warranty Period”). In any event, notice in writing of the defects complained of shall be given to Almar upon their appearance.

3. PAYMENT

3.1 Pricing. Prices set forth in the Order are inclusive of all additional costs and expenses, including packaging and packing.  

Further costs, unless otherwise specified, shall be deemed not included and at the expense of the Customer.

3.2 Invoicing. Unless otherwise specified by the Order, the invoices will be payable by Purchaser within thirty (30) days of receipt. 

4. CANCELLATION

The Order may be cancelled by Almar without damages at any time by giving thirty (30) days prior written notice.

5. MISCELLANEOUS

5.1 Records and Audit. Purchaser shall maintain all records, certification, authorization, licences and/or permits required in accordance with the applicable legislation and shall take reasonable and customary precautions to prevent damage, loss or alteration to such records certification, authorization, licences and/or permits.

5.2 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Italy. For any disputes that cannot be resolved between the Parties, the Parties agree that the jurisdiction for any resolution of disputes shall be the exclusive jurisdiction of the Court of Varese. Italian version of this Agreement shall be considered the prevailing one.

5.3 Personal Data. Purchaser shall comply with all Applicable Laws including but not limited to Italian Data Protection Law n.196/2003, when processing Personal Data. Purchaser shall be acting as Data Controller of the Personal Data.