GENERAL CONDITIONS OF PURCHASE
ASONEXT s.p.a. Unipersonale and ASOFORGE S.r.l. Unipersonale

Article 1 - General provisions

  1. These General Conditions of Purchase are prepared by Asonext S.p.A.. Società Benefit Unipersonale, with registered office in Ospitaletto (BS) Via Seriola 122, Bus. Reg. / Vat. no. IT 01420510172 and E.A.I. of Brescia No. 0282405, with website www.asonext.com where these Conditions are posted.

These Conditions are also valid for the Coordinated and Subsidiary Company ASOFORGE S.r.l. Unipersonale with registered office in Ospitaletto (BS) Via Seriola 122 Bus. Reg. / Vat. no. IT 03775700986 and Brescia E.A.I. No. 562126; hereinafter the two companies will be referred to as 'Asonext Group'.

  1. Such Conditions will apply to any "Supplier", understood as the natural or legal person or any subject that has any relationship with Asonext Group with regards to the supply of goods and/or services, even during the pre-contractual phase.
  2. In the wording of the Conditions herein, Asonext Group and the Supplier may simply be defined as the "Parties", when understood as jointly.
  3. In the Conditions herein, by "Contract/Order", we mean any agreement entered into in writing or verbally between the Supplier and Asonext Group for the supply of goods and/or the provision of services by the Supplier.
  4. For any communications for which the form "in writing" will be provided, it shall be understood to include also messages sent by e-mail.

Article 2 - Applicability

  1. These General Conditions apply to all relationships however they arise between the Parties, to the negotiations and Contracts entered into by Asonext Group with the Supplier for the supply of goods and/or service for the performance of any further services in its favour.
  2. The Supplier declares that it is fully aware of these General Conditions, which may simply be attached to estimates, purchase orders (or simply referred to in them) or sent by e-mail or even simply posted on the website www.asonext.com, and that it accepts them in full.

The Supplier also declares that it is aware of Asonext Group's Code of Ethics posted on the website " www.asonext.com " and undertakes to apply it in its business relations.

  1. In the absence of an explicit written acceptance by Asonext Group, the application of the General Conditions of the Supplier or any other agreement included in any written document herein shall be understood as explicitly excluded.
  2. Should any part of the Contract and/or of the General Conditions herein be null or void, this will not affect the residual parts of the Contract and/or of the General Conditions herein in any way, as they must be considered fully valid and applicable. Any null or void provisions will be replaced by those that are legally correct and more appropriate to the contract that the Parties would have entered into.

Article 3 - Contract

  1. The Contract will be understood as executed between the Parties when:
    a) Asonext Group accepts the Supplier's written offer through its own written order; the same order shall be deemed accepted by the Supplier in its entirety 5 (five) days after receipt thereof;
    b) the Supplier will start the execution of the Contract without previously having accepted the order in writing, and such execution will be allowed by Asonext Group, which, however, reserves the right to declare it as late and then not to accept it.
  2. Any technical data sheets, specifications, designs, drawings or any other document relating thereto and known to the Parties shall form an integral part of the Contract.
  3. Asonext Group will not be bound by any agreement established by the Supplier or third parties, with its/their own employees or staff lacking the powers of representation attributed with the due powers of attorney, unless they are signed by the company Management at the bottom of the Purchase Order and other documents of contractual relevance; without prejudice to Asonext Group's indisputable right to decide to ratify the actions of these.
  4. Should the Agreement itself envisage the participation of two or more natural and/or legal persons in their capacity of Suppliers, each of them will be jointly and severally liable in respect of Asonext Group for the fulfilment of all the obligations imposed on them, pursuant to the Agreement herein.
  5. The Parties shall facilitate the negotiation by sending information to each other electronically. The Supplier accepts that any purchase orders produced by Asonext Group are valid even in the absence of signature; both parties have the right to explicitly request the graphic or digital signature on the document deemed significant.

Article 4 - Amendments to the Agreement

  1. Asonext Group shall have the right to make amendments to the Contract it entered into with the Supplier until the Supplier begins to execute the Contract.
  2. In the event of any change proposed by Asonext Group, the Supplier is obligated to notify Asonext Group in writing within 5 days for acceptance or to propose valid alternatives. If nothing is received within 5 days of the date of the change proposed by Asonext Group, it shall be deemed accepted by the Supplier.
  3. If the Supplier proposes a variation, should Asonext Group consider such a variation as unreasonable given the nature and extent of the change, Asonext Group shall be entitled to cancel the order with immediate effect by written notice. Any cancellation pursuant to the paragraph herein will not give the Parties any right to compensation for any losses.
  4. Any agreements or amendments to the Contract, as well as any additional work, shall be ascribable to Asonext Group only in the case the Group has explicitly accepted them in writing.
  5. The Supplier may not replace the natural and/or legal persons in charge of the production and/or supply of goods and/or the provision of services (including subcontractors if admitted), either temporarily or permanently, without Asonext Group’s prior written consent, unless agreed in writing in the Contract. Asonext Group has the right to attach conditions to such consent. The replacement of any natural or legal person in charge of providing the services shall never lead to an increase in the consideration agreed by the Parties.
  6. Should Asonext Group have good reasons to deem it appropriate that, for the purpose of a correct execution, the Supplier has the order completed by natural or legal persons other than those employed for this purpose, Asonext Group shall inform the Supplier by indicating the related reasons. The Supplier shall then provide for the appropriate replacement.

Article 5 - Prices

  1. All prices stated in the Purchase Order are understood to be fixed and invariable, unless otherwise agreed between the Parties.
  2. Unless otherwise agreed, all amounts indicated as due by Asonext Group shall be considered net of VAT but inclusive of all costs of any kind that were or will be borne by the Supplier in relation to the execution of the Contract; such costs may include but are not limited to, import and export taxes, customs duties and all further levies or charges imposed or applied in relation to the goods and/or services, documentation, packaging, loading, to transit and transport, including transport costs, packaging costs, insurance costs, fees (including any licence fees) and all other expenses to be incurred in relation to the supply and/or the service.
  3. Should the Contract not provide for specific agreements on whether and, if so, how to apply tariff changes and price indexation, the Supplier may not apply any tariff changes or price indexation.
  4. Should customs duties, taxes or any other charges beyond the control of the parties change, between the moment the order is placed and the moment the goods arrive, Asonext Group has the right to refuse to receive the goods and terminate the contract, with the obligation to pay only the costs for transport to the Supplier.

Article 6 – Invoicing and payments

  1. The Supplier shall send invoices by electronic invoicing and simple courtesy copy to Asonext Group and the billing addresses indicated by Asonext Group; invoices will show the date and number of the Purchase Order, the amount of VAT and any other information requested by Asonext Group and already in the delivery DT, unless otherwise agreed, payment must be made in Euro.
  2. Invoices shall bear the wording “no credit transfer”, and any increase in the price, agreed in the Contract or explicitly authorised in writing by Asonext Group, shall be specifically indicated and described
  3. The terms of payment, which shall be agreed in each instance, start to be effective from the receipt of the invoice, but not before (i) the receipt of goods, (ii) the approval/testing in the case of services and/or goods requiring it, (iii) the transmission of the documentation to Asonext Group in compliance with the Contract. The payment made by Asonext Group shall not, in any way, constitute a waiver of any question or act concerning the execution of the Contract.
  4. If the invoice does not comply with the requirements (only by way of example: the value of the amounts, the reference to the order number, the form of payment indicated correctly, the arithmetic and tax-related correctness of the invoice, etc.) or if the Purchase Order does not align with the transport document/service report and the invoice, Asonext Group reserves the right to ask the Supplier to correct the non-conformities; the new payment starting date will be calculated from the arrival of this document with the due amendments/additions. The Supplier shall not be entitled to demand payment of interest if Asonext Group fails to pay the invoice within the payment term originally agreed between the Parties.
  5. Should the Supplier fail (in toto) to fulfil the obligations envisaged by the Contract entered into with Asonext Group, the Group shall have the right to suspend the payment in favour of the Supplier.
  6. Should the service fall within the categories requiring the presentation of the DURC by the Supplier (and/or the subcontractor, if present), Asonext Group shall not make the payment, neither partially, in the absence of the aforementioned currently valid document.
  7. By accepting the order, the Supplier undertakes to comply punctually with all the obligations laid down in Law of 13 August 2010 no. 136, containing rules on the traceability of financial flows and undertakes to execute all financial transactions connected to the performance of the Contract, in the manner provided for by the aforementioned law, aware that the breach of any of the obligations provided for therein shall entail the legal termination of the Contract herein pursuant to and for the purposes of art. 1456 of the Civil Code.

Article 7 - Supplier’s General obligations

  1. The Supplier undertakes to supply the products/services in compliance with the purchase orders submitted in each case by Asonext Group and accepted by the Supplier, as well as in compliance with the technical specifications, drawings and any other document that is part of the order itself and/or consequent to it, or in any case known to the Supplier or expressly approved by the latter, pursuant to these General Conditions.
  2. The supply/service shall be performed within the agreed deadline or according to the agreed schedule, unless the circumstances referred to in Article 14 occur. Unless otherwise expressly agreed upon by the Parties, the agreed term/schedule shall constitute the final and essential term.
  3. The Supplier shall ensure to act in compliance with the laws and regulations, rules and provisions, guidelines and national and international codes that are applicable to the execution of the Contract, including the laws and regulations in force, among which, as far as international trade is concerned, any embargoes, import and export restrictions and lists of sanctions, laws and regulations against the crime of “illicit mediation and labour exploitation” (Law no. 199 of 29-10-2016), those on combating and preventing child labour, corruption, slavery, poor working conditions and terrorism. The Supplier declares that it is aware of and has taken note of the provisions of Legislative Decree No.231 of 8 June 2001 (the "Decree") and undertakes to base its conduct, aimed at the implementation of this Contract, on principles of transparency and fairness and on the strictest compliance with the Decree, also declaring that it has never so far incurred the penalties provided for the commission of one of the offences contemplated therein.
  4. The Supplier ensures to be the owner of all rights over the goods, services or parts thereof necessary for the execution of the Contract. The Supplier declares to be duly authorised to hold and dispose of the goods, to be in possession of all licences, permits, declarations and of the further documentation that may be required in the countries of origin, transit or destination for the purpose of fulfilling its obligations and it shall immediately notify Asonext Group of any restrictions envisaged by the law.
  5. For the purposes of executing the subject of the Contract, the Supplier shall make use of properly qualified and/or specialised personnel with whom it has a working and/or collaborative relationship, in compliance with the current legislation. With respect to the personnel employed, the Supplier must comply with all the obligations deriving from the laws and regulations in force concerning labour law, social security, insurance and occupational safety regulations, thus assuming responsibility for all the related charges; the Supplier must apply regulatory and remuneration conditions, not lower than those resulting from the collective labour agreements applicable to the category and in the locations where activities are carried out, as well as the conditions resulting from any subsequent amendments and additions; the Supplier must continue to apply the aforementioned collective labour agreements even after their expiry and until their replacement, for the entire period of validity of the contractual relationship; the Supplier must comply with the obligations envisaged by the collective labour agreements, even in case the Supplier itself does not belong to the trade associations or withdraws from them; the Supplier must show, upon request by Asonext Group and within the deadline indicated by the latter, all the documentation proving the fulfilment of the aforementioned obligations and, if requested, all the documentation concerning the claim filed to the competent social security institutions of the personnel employed and a copy of contributions, social security and insurance payments made.
  6. Should the Supplier perform all or part of the services in premises that are owned or available to Asonext Group (e.g. in the case of installation/maintenance), the Supplier undertakes to perform such services in compliance with all the applicable standards in terms of safety, prevention and protection, occupational hygiene, environmental protection and good technique, and to have them complied with by its own employees and any subcontractors. Therefore the Supplier, on its part and the part of any subcontractors, ensures full compliance with the Consolidated Law on Safety (Legislative Decree 81/2008 as amended) and with any other applicable safety standard as well as the provisions issued by Asonext Group. The Supplier undertakes to operate without altering in any way the characteristics and levels of safety and protection of the workplaces, as well as the machinery, equipment and facilities present in Asonext Group's plants.

Article 8 - Delivery and packaging of goods

  1. The goods covered by the supply shall be delivered according to the methods agreed by the Parties (and possibly itemised by Asonext Group) and shall be carefully packed, labelled and/or secured, in such a way as to arrive at their destination in good condition and be adequately identified and safely unloaded, with no costs to be borne by Asonext Group. The packaging of the goods will be designed and manufactured according to the latest principles of environmental sustainability.
  2. Unless otherwise agreed in writing, goods shall be delivered DDP at the Asonext Group sites indicated in the order in accordance with the applicable Incoterms. Asonext Group shall accept partial deliveries only upon its own prior written authorisation.
  3. Upon the delivery of goods, the Supplier shall deliver to Asonext Group (or to any third party appointed by Asonext Group) the related licences, permits, documents, information, specifications, and instructions that are necessary for safe and correct transportation, use, handling, processing, and storage of goods, besides all the regular certificates. Any amendment/revision documents must be sent to Asonext Group as soon as possible.

Article 9 - Term of delivery of goods and/or provision of services

  1. The delivery of the goods/services must take place within the term indicated on the Purchase Order; any advance on the delivery of the goods shall only be accepted within the month of the delivery date placed on the Purchase Order.
  2. In the event of delay in the delivery of goods or performance of services or in the event of incomplete delivery or performance, Asonext Group shall have the right to (i) set the Supplier a further deadline to deliver the goods or perform the services, or (ii) notify the Supplier of the termination of the relevant Contract due to non-fulfilment and demand the return of any amount already paid by the Company.
  3. In addition to the remedies set forth in Art. 7.2, in any case of delayed, failed, incomplete or non-conforming delivery of the Goods or performance of the Services, Asonext Group shall have the following rights: (i) to suspend payments due to the Supplier in relation to the delivery of the Goods or Services specified in the Purchase Order or the Contract, without prejudice to any greater damages; (ii) to claim compensation for any further damages caused to it directly or indirectly by the delayed, failed, incomplete or non-conforming delivery of the Goods or performance of the Services, including, but not limited to, damages for loss of production, loss of profit and any additional costs incurred by the Company to purchase the Goods or Services from other suppliers as a result of the Supplier's non-fulfilment.
  4. Should Asonext Group promptly notify the Supplier of the fact that, for any reason whatsoever, it fails to accept the provision of the agreed service, the Supplier shall suspend the execution for a maximum period of 3 months, thus guaranteeing the possibility of promptly resuming it within the said period and with no expense charged to Asonext Group. In this case, Asonext Group cannot be considered to be in default.

Article 10 - Quality, guarantee and approval

  1. The Supplier guarantees that the goods to be delivered and/or the services to be provided to Asonext Group are compliant with the provisions of the Contract (including specifications). The Supplier also guarantees that the shipped goods have the characteristics agreed upon and are free from defects, suitable for their intended use, and comply with the legal requirements, any further governmental provisions, and the industry safety, quality and environmental sustainability standards and principles in force on the date of execution of the Contract. With regard to works contracts, the Supplier guarantees that such works will be carried out according to the best state of the art, with the utmost precision and with top quality, defect-free materials and components, and that the organisation of the works and the supply of materials and components will be carried out according to the latest principles of environmental sustainability.
  2. In addition to the above paragraph, the provisions of national, European and international standards (UNI, EN, ISO) concerning unified Quality, Environment, Safety and Sustainability systems, as in force at the date of signing the Contract, shall apply where appropriate. If and to the extent that the provisions concerning the above standards are applicable, the Supplier shall fulfil the Contract in compliance with said provisions, within the framework of proper safeguarding and quality management. Asonext Group, where applicable, favours the choice of suppliers directed towards such unified Quality, Environment, Safety and Sustainability systems, encouraging their growth paths in this direction.
  3. Approvals, tests and/or inspections carried out by Asonext Group or by persons or entities appointed by Asonext Group may be performed before, during or after delivery, at the sole discretion of Asonext Group.
  4. For this purpose, the Supplier shall guarantee access to the sites where the goods are produced or stored and shall collaborate in said approvals, tests or inspections, by providing the required documentation and explanations at its own expense. In addition to approvals, tests and inspections, the Supplier shall guarantee access to its sites (where goods destined for Asonext Group and goods processed on behalf of Asonext Group are produced) for goods that have already been supplied/processed for some time, also guaranteeing access to customers of Asonext Group (subject to written notice of the visit sent in advance). When processes and/or phases carried out by the Supplier are subcontracted (authorised by Asonext Group) for operations considered critical to the quality of the product/service rendered to Asonext Group, access to the subcontractor's site may be requested to verify the correct performance of such processes and/or phases.
  5. The Supplier shall communicate to Asonext Group the date of the possible performance of approvals, tests, and/or inspections at the Supplier’s site, in good time and in advance. The Supplier is also authorised to be present at the approval, testing and/or inspection at Asonext Group sites, and at the visits referred to in the previous point.
  6. Any costs for the approvals, tests, and/or inspections shall be borne by the Supplier. The same applies in the case such inspections, approvals, controls or tests are repeated.
  7. Approvals, tests, and/or inspections shall not imply any acceptance of the supply by Asonext Group. Should the goods or services be refused at the time of approval, tests, and/or inspections, being it before, during, or after delivery, Asonext Group shall notify the Supplier in writing. The deadline for the notification of any defects referred to in art. 1495 of the (It.) Civil Code shall not apply (as well as art. 1667 and 2226 of the Italian Civil Code, where relevant). Asonext Group cannot be reasonably required to inspect the goods delivered individually but can be reasonably required to verify whether such goods suffered evident damage during transport or in the case of any differences in quantity. In the event that product characteristics, production parameters and cycle phases have been agreed upon between Asonext Group and the Supplier, the Supplier is expressly forbidden from modifying them (even if they are improved in the Supplier's view), unless prior written authorisation is obtained from Asonext Group.
  8. In urgent cases and in cases where it is reasonably expected that the Supplier cannot or does not wish to rectify or replace the purchased goods, even promptly, Asonext Group shall have the right to take care of the repair or rectification itself, at the expense of the Supplier, or to have it done by third parties, without prejudice to the possibility of proceeding pursuant to Article 13 below.
  9. The Supplier shall immediately repair or replace the goods, or parts thereof, which do not function properly or which show any faults or defects within a period of thirty-six (36) months from the date of acceptance or within a period of twenty-four (24) months from the date of commissioning, whichever is later.  The rectified or replaced goods, or parts thereof, are warranted for a further period of two years from the date of rectification or replacement. As far as possible, the Supplier shall allow Asonext Group to use such goods until Asonext Group receives the replacing goods.
  10. Asonext Group has the right to refuse goods or services that are delivered: (i) on a date other than the one agreed, (ii) in numbers and/or quantities other than the ones agreed, (iii) in inadequate or damaged packaging, (iv) with one or multiple defects, or (v) without the documentation referred to in Article 8.3. The Supplier shall assume the financial responsibility and any risks related to the return or different storage of goods, without prejudice to the right of Asonext Group to obtain compensation for losses and expenses incurred as a result of the Supplier's breach of its own obligations.
  11. The Supplier is obligated to cover any damage suffered by Asonext Group as a result of defects or faults in services, product defects, non-compliance with technical specifications, violations of administrative provisions relating to safety on the part of the Supplier (including, in the case of transport services, those relating to the highway code in the country of collection, transit countries and the country of delivery) or for any other reason attributable to the Supplier. The Warranty also covers damage to persons and property caused by products manufactured by Asonext Group using the products and services supplied/performed by the Supplier (including external processing and transport), where such damage is due to defects in the goods/services or non-compliance with the terms of the Contract.
  12. ASONEXT Group adopts specific procedures for the identification and management of counterfeit, fraudulent and suspect products (CFSI); finding this type of product in a delivery by a supplier may lead, in addition to the immediate suspension of all outstanding orders, to the supplier's exclusion from the Group's supplier lists and a claim for all damages suffered as a result of the delivery of such products.

Article 11 - Withdrawal

  1. Unless otherwise agreed by the Parties, Asonext Group will have the right to unilaterally withdraw from the Supplier Agreement, at any time and for any reason, upon written notice to the Supplier of 90 (ninety) days, without any compensation, reimbursement or amount being due to the Supplier or third parties, for any reason whatsoever, and without prejudice to the amounts accrued on the withdrawal date.
  2. Should the Contract be terminated during the relation, the Supplier is nevertheless required, for the entire duration of the order, to maintain the confidentiality of all information communicated to it by way of extension of the confidentiality obligation referred to in Article 19.

Article 12 - Express termination clause

  1. Without prejudice to other cases of termination envisaged by the regulations, by the general conditions of purchase herein or by the order confirmation, Asonext Group shall have the right to terminate the contract, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, without the Supplier being entitled to the right to any compensation: (i) if the Supplier requests a moratorium on payments (or a similar measure pursuant to the applicable law); (ii) if a claim for bankruptcy is filed against the Supplier, or any other bankruptcy procedure, either on its own or by a third party (or a similar measure pursuant to the applicable law); (iii) if the Supplier's business is subject to dissolution or liquidation; (iv) if a foreclosure is imposed on the Supplier's assets; (v) if there is a reduction in the Supplier's assets which may reduce the guarantee for its obligations (such as, by way of example, the lease/sale of a company or a business unit); (vi) if the commitments concerning the insurance referred to in article 15 below are not fulfilled; (vii) if the Supplier or one of its employees and representatives offers or grants benefits to a person who collaborates in the business of Asonext Group or to one of their employees or representatives; (viii) if the Supplier’s company, the owner or one of its employees, the Legal Representative, executives or proxies are subject to: coercive precautionary measures and restrictive measures of personal liberty, criminal proceedings of any kind (and in particular related to anti-mafia legislation), restrictive sanctions, court judgements (even if not final); (ix) if the Supplier employs third-country nationals without a regular residence permit; (x) if there is a change or modification in the Supplier's ownership structure as a result of which Asonext Group considers that the reliability requirements existing at the time of signing the Contract have ceased to exist; (xi) if the Supplier violates the obligations set forth in the Contract and in these General Conditions.
  2. In the event of termination for the above reasons, Asonext Group shall have the right to take all measures it will deem appropriate and necessary for the continuation of the order assigned to the Supplier, including the recruitment of third parties and the recovery from the Supplier, of any losses and expenses incurred for such purpose.

Withdrawal will be communicated by Asonext Group by registered letter with return receipt or certified e-mail containing the reasons for it.

Article 13 - Non-fulfilment

  1. In the event of non-fulfilment of its obligations, in addition to the powers already conferred by these Conditions, Asonext Group shall be entitled:
    - to terminate the Contract, pursuant to art. 1454; or:
    - to require systematic compliance with the Contract; and, in any case:
    - to require payment of any losses suffered and which it may suffer.
  2. Any costs for all judicial and extrajudicial measures, including collection costs and legal assistance costs incurred for any non-compliance and/or breach committed by the Supplier, which continues to be in default, shall be borne by the Supplier.

Article 14 - Force majeure

  1. Neither Party shall be liable for delays and/or non-fulfilment caused by the occurrence of events of force majeure provided that they give the other Party prompt written notice of the occurrence thereof. “Force Majeure” is the occurrence of an event or circumstance that prevents a Party from performing one or more of its contractual obligations if, and to the extent that, that Party proves: a) that such impediment is beyond its reasonable control; b) that the event could not reasonably have been foreseen at the time of the conclusion of the Contract; c) that the effects of the impediment could not reasonably have been avoided or foreseen by the Party concerned.
  2. Examples of force majeure are i) war (declared or undeclared) hostilities, invasion, acts of a foreign enemy, extensive military mobilisation; ii) civil war, riot, rebellion, revolution, military force or usurpation of power, insurrection, acts of terrorism, sabotage or piracy; iii) currency or trade restrictions, embargo, sanctions (iv) acts of authority, whether lawful or unlawful, compliance with laws or governmental orders, regulations, expropriation or confiscation of property, requisition, nationalisation; (v) plague, epidemic, natural disaster or extreme natural events; (vi) explosion, fire, destruction of equipment, prolonged suspension of transport, telecommunications or power; (vii) generalised social conflicts, such as, in particular, boycotts, general/sector strikes or lock-outs, general/sector white strikes, occupation of factories and buildings.
  3. The Supplier may invoke the force majeure clause only if the Supplier communicated it to Asonext Group by means of a written notice and by indicating the reasons, as quickly as possible and, in any case, within seven days from the beginning of the force majeure situation.
  4. Should the circumstances leading to the force majeure situation occur after the performance ought to have been completed, the Supplier shall not be entitled to invoke the force majeure clause.
  5. Scarcity of adequately qualified personnel, staff illness, company strikes, white company strikes, delivery delays or inadequacy or increase in prices of materials or raw materials or import, export or transit prohibitions are not intended to be situations of “force majeure”. Similarly, force majeure does not include any default or non-compliance of third parties contracted by the Supplier and/or liquidity or solvency problems of the Supplier or any third parties contracted by the Supplier.

Article 15 - Insurance

  1. The Supplier guarantees that it is adequately insured and remains insured, at its own expense and risk, against all relevant risks during the performance of the Contract. The Supplier bears the costs and the risk of damage to its own and its suppliers' materials and equipment, both at Asonext Group sites and elsewhere, in the case of tender and installation contracts.
  2. The Supplier undertakes to indemnify and compensate Asonext Group upon request for:
    a) any liability, loss, damage, expense (including but not limited to legal and professional consultancy fees) and other costs incurred as a consequence of any Supplier’s breach or non-compliance with the Contract;
    b) any claim arising from injury or death of any person and damage or loss of any property caused by defective products/services or otherwise arising from any act, omission or negligent activity by the Supplier (or by any person acting on its behalf), besides any cost of repair, delayed delivery, installation and removal of defective products/services;
    c) any liability and/or claim related to the goods delivered or to the services provided by the Supplier.
  3. The Supplier must obtain and maintain, at its own expense, for the entire duration of the contracts entered into with Asonext Group and for as long as he continues to supply Products and Services to Asonext Group, the following insurance coverage taken out with leading insurance companies:
    a - Third-Party Civil Liability Policy (RCT) with a ceiling of at least Euro 2,500,000 per claim that explicitly includes the damage caused during any activities carried out at third parties’ premises;
    b - Civil Liability Policy towards Operators (Employees) (RCO) with a ceiling of at least Euro 2,500,000 with a limit of at least Euro 1,000,000 for each injured person;
    c - Product Civil Liability Policy (RCP) with a ceiling of at least Euro 2,500,000 per claim/year.
  4. In cases where the supply relates to products intended to become components of finished or semi-finished products sold/distributed by Asonext Group, the supplier shall necessarily have an RCP policy that includes the warranties below:
    a - “Damage to third parties’ finished product” Warranty (even in case the product becomes an inseparable component of the finished product) with an insured limit of at least Euro 500,000.00;
    b - Direct and indirect "Product Collection/Replacement" Warranty with an insured limit of at least Euro 250,000.00;
    c - “Pure property damage” warranty with an insured limit of at least Euro 250,000.00.
  5. 5.     No decrease or cancellation of sums insured, cancellation of the Contract or modification of the warranties may take place without the prior consent of Asonext Group; any suspension and/or non-renewal of warranties shall only take effect after 30 days, after notification to Asonext Group of the reasons for the measure; furthermore:
    - the Insurance Company shall recognise Asonext Group as an "Additional Insured";
    - the insurer waives its right to compensation against Asonext Group (art. 1916 c.c.).

Asonext Group reserves the right to request the adjustment of the insured limits in relation to changes in its business and related risks. The insurance coverage in this article does not, however, constitute a limitation on the liability of the Supplier, who undertakes to immediately notify Asonext Group in writing of any damage occurring to persons and/or infrastructure and/or property.

Article 16 - Licences

  1. The Supplier guarantees Asonext Group that it has or will obtain in due time and maintain all licences, including those issued by the relevant Public Administrations, which are necessary for the work to be carried out by the Supplier and the goods to be delivered or the services to be provided. The Supplier guarantees Asonext Group that the items supplied within the scope of the Contract are not prohibited by any applicable laws or regulations.
  2. Any penalties, losses, and similar payments originating from or resulting from non-fulfilling the obligations indicated in paragraph 1 of the Article herein shall be borne by the Supplier, who shall hold Asonext Group completely harmless from any form of liability towards third parties in this regard.
  3. Any costs for consequences resulting from the failure of the equipment delivered by the Supplier to function or from (preparatory) work undertaken by the Supplier improperly, including by way of example but not limited to, the purchase of ancillary materials, shall be borne by the Supplier.
  4. In the event that special permits of limited duration are required for the performance of a specific service ordered by Asonext Group (e.g. licences for exceptional transport), the Supplier must give prior notice of the cost and time required to obtain them, the start and end date of the permit and a description of the permit's characteristics.

Asonext Group may ask the Supplier for a copy of this permit.

Article 17 - Intellectual Property Rights

  1. Unless otherwise agreed in writing, Asonext Group retains the copyrights and all the other intellectual property rights (owned or licenced to it), in relation to any example, calculation, design, shape, model, matrix, project, method of work, opinion, and other product of the intellect elaborated and disseminated by Asonext Group. Such rights remain the property of Asonext Group and cannot be copied, duplicated, shown to third parties or otherwise used without the explicit consent of Asonext Group.
  2. The Supplier guarantees that the supply of goods and/or the use of services, their sale or application by Asonext Group shall not constitute an infringement or unlawful use of the intellectual property rights of third parties; the Supplier shall indemnify Asonext Group from any third party claims alleging a violation of their own intellectual property rights, including claims relating to know-how, unauthorised competition, etc.
  3. Any new discoveries or inventions occurring during the execution of the Order shall be considered and treated as the Intellectual Property Rights of Asonext Group.
  4. Should a confidentiality agreement have already been signed, it shall be considered applicable to the relations between the Parties.

Article 18 - Subcontracting - Transfer of rights and obligations

  1. Unless otherwise agreed in writing in advance between the Parties, the Supplier is expressly prohibited from entrusting third parties, even partially, with the manufacture of the Goods and/or the provision of the Services covered by the Order or the Contract.
  2. In any case, even in the event of authorisation to subcontracting, it is understood that the Supplier will be the only responsible and the sole reference contact with respect to Asonext Group. Therefore, in establishing and maintaining the subcontracting relationship, the Supplier must impose its obligation, undertaken towards Asonext Group (also through the acceptance of these General Conditions) on its subcontractors, and must guarantee the correct fulfilment of said obligations.
  3. The payment of the services performed by the subcontractors is borne exclusively by the Supplier who undertakes to indemnify and hold Asonext Group harmless from any claim made against Asonext Group by the subcontractors. Specifically, the Supplier must ensure that legislative provisions concerning personnel management are fulfilled and complied with, with specific reference to safety (including observing the highway code), social security and insurance obligations. The Supplier also undertakes with immediate effect to indemnify and hold Asonext Group fully harmless from any possible prejudicial consequence due to the actions or claims of the subcontractors and from claims for damages filed by third parties arising from the execution of the contracted and/or subcontracted works. For this purpose, entering into insurance policies envisaged by the Conditions below shall provide cover for the liability borne, for any reason, by the insured Supplier for any damages caused to third parties by subcontractors or their employees.
  4. Should the service fall within the categories requiring the presentation of the DURC, the Supplier (and the subcontractor if present) undertakes to deliver the aforementioned document within the start of the services. Asonext Group has the right to reject the service until issuance of the said document and to terminate the contract pursuant to and for the purposes of art. 1456 of the (It.) Civil Code through written communication to the Supplier, without prejudice to its right to claim compensation for damages.
  5. The Supplier has no right to transfer to third parties rights and obligations deriving from the Contract or to dispose or impose such rights and obligations (including assignment of claims) unless it has obtained prior written consent by Asonext Group. Asonext Group has the right to attach conditions to such consent. Should Asonext Group give its consent, the Supplier remains fully responsible towards Asonext Group. Furthermore, consent applies exclusively to the instance for which it was given.

Article 19 - Confidentiality and privacy

  1. The Supplier undertakes to comply with the confidentiality of all the information disclosed to it, in any manner, in the execution of the Contract (including, by way of example but not limited to, specifications of materials, models, drawings, diagrams, structures and similar). The Supplier undertakes to use such information exclusively in the context of the execution of the Contract. The Supplier shall not disclose such information to third parties nor copy it, except to the extent necessary for the performance of the Contract, and shall not make any commercial use of it.
  2. The Supplier shall ensure that any of its collaborators and subcontractors fulfil the obligation referred to in the previous paragraph.
  3. The Supplier shall not disclose the existence and/or counter-performance(s) or performance of the Contract to third parties without the written consent of Asonext Group, under penalty of payment of €5,000.00 (five thousand/00) for each breach and for each day during which a breach persists, with any part of a day counting as a full day. The provision above does not affect the Supplier's obligation to refrain from the conduct in question or from its obligation to pay compensation for any greater damage.
  4. The Parties undertake to treat all data received in accordance with the current legislation on the protection of personal data and, in particular, in accordance with the provisions contained in Regulation (EU) No. 679/2016; they therefore undertake to promptly notify the other Party in writing of any unauthorised use or disclosure of confidential information of which it becomes aware; the Parties also acknowledge the rights granted to them under L. of 27 December 2019, no. 160, by L.D. of 14 June 2019, no. 53, by M.D. of 15 March 2019 and by the GDPR implementing decree (Legislative Decree of 10 August 2018, no. 101) and in particular the right to request the updating, rectification or erasure of the data.

Article 20 - Liability

  1. The Supplier is responsible for all losses suffered by Asonext Group or by third parties as a result of the Supplier's unjustifiable failure to fulfil its obligations, of any nature whatsoever. Such losses include, by way of example but not limited to, any penalties that Asonext Group owes to its customers in case the Supplier does not fulfil the Contract or does not fulfil promptly or in a correct manner.
  2. The Supplier holds Asonext Group harmless from any claims for damages filed by third parties on the basis of the liability referred to in the previous paragraph. Furthermore, upon Asonext Group’s first request, the Supplier shall negotiate a settlement with such third parties or take legal action against such claims on behalf of Asonext Group or jointly with Asonext Group, at Asonext Group’s discretion.
  3. For the purposes of the article herein, Asonext Group’s personnel and employees are considered as third parties.

Article 21 - Legal actions, applicable law and disputes

  1. All legal relations between the Parties are governed exclusively by the Italian law.
  2. Any dispute arising between the parties in relation to the interpretation and execution of the legal relationships covered by the General Conditions herein shall be referred to the exclusive jurisdiction of the Court of Brescia.
  3. In the event that the General Conditions for Purchase herein are prepared in a language other than Italian as well, the Italian version shall always prevail in the event of any differences between such versions.

The Supplier, pursuant to and in accordance with art. 1341 and 1342 of the Civil Code, declares that it specifically approves the following articles of the aforementioned General Conditions of Purchase of Asonext Group: art. 2.2 (Validity of GCP posted on the website); 4 (Amendments to the agreement); 5.3 and 5.4 (Prohibitions on price changes); 6.3, 6.4 and 6.5 (Suspensions of payments); 7.2 (Essential term); 9 (Terms of delivery and suspensions); 11 (Withdrawal); 12 (Express termination clause); 13 (Non-fulfilment); 18 (Prohibition of subcontracting and transfer of rights); 19.3 (Penalty for breach of privacy); 20 (Liability); 21 (Legal actions, applicable law and disputes)