GENERAL CONDITIONS OF PURCHASE
ASONEXT s.p.a. Unipersonale (single-member company)
Article 1 - General provisions
- The General Conditions of Purchase herein are prepared by the single-member company ASONEXT s.p.a. (hereinafter simply ASONEXT), with registered office in Ospitaletto (BS) Via Seriola 122, VAT / Comp. Reg. / Vat. No. IT 01420510172 and REA of Brescia No. 0282405, with the website "www.asonext.it", in which the Conditions herein will be published at the following Link https://www.asonext.it/general-conditions-purchase.
- Such Conditions will apply to any "Supplier", understood as the natural or legal person or any subject that has any relationship with ASONEXT with regards to the supply of services and/or goods or the fulfilment of any further performance, even during the pre-contractual phase.
- In the wording of the Conditions herein, ASONEXT and the Supplier may simply be defined as the "Parties", when understood as jointly.
- In the Conditions herein, by "Contract", we mean any agreement entered into by the Supplier and ASONEXT for the supply of goods and/or the provision of services by the Supplier.
- 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
- The General Conditions herein apply to any relations between the Parties and to the negotiations and agreements entered into by ASONEXT with the Supplier for the supply of goods and/or services or the fulfilment of any further service in favour of ASONEXT.
- The Supplier declares to be fully aware of the General Conditions herein, which can be simply appended to the quotations, the order confirmations, or sent by e-mail; the Supplier declares that full knowledge of the same may be acquired even by the simple publication on the Website "www.asonext.it", at the following Link https://www.asonext.it/general-conditions-purchase.
- In the absence of an explicit written acceptance by ASONEXT, 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.
- 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 - Agreements
The Contract will be understood as executed between the Parties when:
- ASONEXT will accept the Supplier's written offer by means of its own written order; or
- the Supplier will start the execution of the Contract without previously having accepted the offer in writing, and such execution will be allowed by ASONEXT, which, however, reserves the right to declare it as late and not to accept it.ASONEXT shall not be bound by any agreement entered into by the Supplier or by third parties, with its own employees or any persons in charge with no powers of representation conferred with the proper powers of attorney; without prejudice to the unquestionable right of ASONEXT to decide to ratify the work of the aforementioned subjects.
- 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 for the fulfilment of all the obligations imposed on them, pursuant to the Agreement herein.
- The Parties shall facilitate the negotiation by sending information to each other electronically. The Supplier accepts that any purchase orders produced by ASONEXT 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
- ASONEXT shall have the right to make amendments to the Contract it has entered into with the Supplier until the Supplier begins to execute the Contract.
- In the event of any amendment proposed by ASONEXT, the Supplier must communicate the acceptance of such amendment to ASONEXT in writing and within five calendar days from the proposal to amend, or must indicate more detailed conditions under which the Supplier will accept the amendment; otherwise, the amendment will be understood as accepted by the Supplier.
- Should ASONEXT deem that such additional conditions suggested by the Supplier are not reasonable, considering the nature and the extent of the amendment, ASONEXT will have the right to cancel the order, with immediate effect, by means of written notice. Any cancellation pursuant to the paragraph herein will not give the Parties any right to compensation for any losses.
- Any agreements or amendments to the Contract, as well as any additional work, shall be ascribable to ASONEXT only in the case ASONEXT has explicitly accepted them in writing.
- 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’s prior written consent, unless agreed in writing in the Contract. ASONEXT 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.
- Should ASONEXT 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 shall inform the Supplier by indicating the related reasons. The Supplier shall then provide for the appropriate replacement.
Article 5 - Prices
- The Supplier shall provide a fixed price which shall be accurately indicated in the Contract, with the specification of the value for each individual item and the total number of items of the same type supplied to ASONEXT, and for each item of the services performed.
- Unless otherwise agreed, all amounts indicated as due by ASONEXT 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.
- 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.
- 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 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.[A1]
Article 6 – Invoicing and Payments
- The Supplier shall send invoices by electronic invoicing and simple courtesy copy to ASONEXT and the billing addresses indicated by ASONEXT; invoices will show the date and number of the Contract, the amount of VAT and any other information requested by ASONEXT and, unless otherwise agreed, payment must be made in Euro.
- 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, shall be specifically indicated and described.
- 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 in compliance with the Contract. The payment made by ASONEXT shall not, in any way, constitute a waiver of any question or act concerning the execution of the Contract.
- Should the invoice not comply with the requirements (by way of example but not limited to the value of the fees, the reference to the order number, the payment method indicated correctly, etc.), the Supplier shall not be able to request the payment of any interest, in case ASONEXT does not pay the invoice within the payment term agreed by the Parties.
- Should the Supplier fail (in toto) to fulfil the obligations envisaged by the Contract entered into with ASONEXT, ASONEXT shall have the right to suspend the payment in favour of the Supplier.
- Should the service fall within the categories requiring the presentation of the DURC by the Supplier (and/or the subcontractor, if present), ASONEXT shall not make the payment, neither partially, in the absence of the aforementioned valid document.
Article 7 - Supplier’s General obligations
- The Supplier guarantees that the services to be carried out by himself or, on his behalf, by third parties, will meet the conditions, specifications, and drawings set out in the Contract or indicated in more detail by ASONEXT and that such services will be carried out in accordance with the agreed term or schedule, as well as free from defects.
- The 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 explicitly agreed by the Parties, the agreed deadline/schedule shall constitute a final and essential deadline, so much so that the Supplier shall automatically be in default, with no need for written notice, should such deadline be exceeded.
- 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 concerning fight and prevention of child labour, corruption, slavery, poor working conditions and terrorism.
- 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 of any restrictions envisaged by the law.
- 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 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.
- Failure to comply with the obligations referred to in paragraph 7.5 above gives ASONEXT the right 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 the right of ASONEXT to claim compensation for damages.
- Unless otherwise agreed, the Supplier shall perform the service covered by the contract by using its own tools and equipment (including personal protective equipment) and is responsible for such equipment and tools, even when they are introduced into the premises of ASONEXT. Under no circumstances shall ASONEXT be held responsible for any theft, damage, fires affecting the goods and equipment owned by the Supplier that were introduced into the property and appurtenances of ASONEXT. At the end of the execution of the supply or at the time of its termination, the Supplier shall leave the premises in an orderly state and good condition, remove all its tools and provide for the collection, storage, handling, and transport of any waste produced while performing the supply, in compliance with the procedure envisaged by ASONEXT and/or by the applicable laws.
Article 8 - Delivery and packaging of goods
- The goods covered by the supply shall be delivered according to the methods agreed by the Parties, or the methods possibly indicated in more detail by ASONEXT, and shall be carefully packed, marked 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.
- Unless otherwise agreed in writing, goods will be delivered DDP at the site of ASONEXT in Ospitaletto (BS), in compliance with Incoterms 2020. ASONEXT shall accept partial deliveries only upon its own prior written authorisation.
- Should ASONEXT ask the Supplier to ship the goods to a different address, which is still within the Italian territory and refers to ASONEXT right before delivery, the Supplier shall meet such request with no charge of further costs or expenses.
- Upon the delivery of goods, the Supplier shall deliver to ASONEXT (or to any third party appointed by ASONEXT) 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 received by ASONEXT no later than two (2) weeks after delivery or assembly of the goods.
Article 9 - Term of delivery of goods and/or provision of services
- The delivery of goods or the execution of services shall take place within the deadline indicated in the Contract.
- Should the Supplier know or expect it could not perform the service or it could not perform it in time, the Supplier itself shall immediately inform ASONEXT by means of written communication, indicating the cause of such circumstances forcing it to do so and the measures that are necessary to find a solution to any consequent problems; furthermore, it shall take the aforementioned measures at its own expense. Without prejudice to the provisions of Article 13, the Supplier shall be liable for all and any consequential losses suffered by ASONEXT unless the Supplier fails to prove that the circumstances in question are attributable to ASONEXT. The provisions of the paragraph herein do not affect the residual rights of ASONEXT.
- Should ASONEXT promptly communicate to the Supplier that, for any reason whatsoever, it fails to accept receipt of the goods on the agreed date and should the goods be ready for shipment, the Supplier shall keep and secure them at its own expense and shall adopt all the proper measures aimed at avoiding any deterioration of their quality until delivery, for a period of at least 3 months from the date of actual availability and with no expense charged to ASONEXT. In such case, ASONEXT shall not be considered in default.
- Should ASONEXT 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. In such case, ASONEXT shall not be considered in default.
- As specified in paragraphs 9.3 and 9.4 of the Article herein, any case in which acceptance is postponed shall never entitle the Supplier to request an increase in the agreed price and/or compensation.
Article 10 - Quality, guarantee and approval
- The Supplier guarantees that the goods to be delivered and/or the services to be provided to ASONEXT 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 and quality standards in force on the date of execution of the Contract.
- Besides the previous paragraph, if appropriate, the provisions contained in the ISO standards, as in force on the date of execution of the Contract, will be applicable. 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.
- Approvals, tests and/or inspections carried out by ASONEXT or by persons or entities appointed by ASONEXT may be performed before, during or after delivery, at the sole discretion of ASONEXT.
- 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.
- The Supplier shall communicate to ASONEXT the date of the possible performance of approvals, tests, and/or inspections in good time and in advance if required. The Supplier is authorised to attend said approval, testing, and/or inspection.
- 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.
- Approvals, tests, and/or inspections shall not imply any acceptance of the supply by ASONEXT. Should the goods or services be refused at the time of approval, tests, and/or inspections, being it before, during, or after delivery, ASONEXT 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 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 urgent cases and in cases where it is reasonably expected that the Supplier cannot or does not wish to rectify or replace, even promptly, ASONEXT 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.
- 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 to use such goods until ASONEXT receives the replacing goods.
- ASONEXT 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 8.4. 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 to obtain compensation for losses and expenses incurred as a result of the Supplier's breach of its own obligations.
- The Supplier is obliged to cover any damage suffered by ASONEXT due to any faults or defects in services, any defects in the Products, any non-compliance with the technical specifications, any violations of administrative provisions related to safety committed by the Supplier, or for any other reason whatsoever attributable to the Supplier. The Warranty also includes damages to persons and property caused by products manufactured by ASONEXT using the Products, in case such damages are due to defects in the goods or non-compliance with the terms of the Supplier Agreement.
Article 11 - Withdrawal
- Unless otherwise agreed by the Parties, ASONEXT 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.
- 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
- Without prejudice to other cases of termination envisaged by the regulations, by the general conditions of purchase herein or by the order confirmation, ASONEXT 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 the 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 or to one of ASONEXT’s employees or representatives.
- In the event of termination for the above reasons, ASONEXT shall have the right to take all measures it deems appropriate and necessary for the continuation of the order committed to the Supplier, including the recruitment of third parties and the recovery from the Supplier, of any losses and expenses incurred for such purpose.
Article 13 - Non-fulfilment
- In case of non-fulfilment of its obligations, the Supplier shall immediately become in default with no need for a more detailed notice of non-fulfilment and, in addition to the powers already attributed by the Conditions herein, ASONEXT will 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.
- 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
- The Supplier shall inform ASONEXT of any occurrence of a situation of force majeure, as envisaged by law, as quickly as possible and, in any case, within seven days from such occurrence. ASONEXT shall then have the right to terminate the Contract, in compliance with the provisions of Article 13 or, after due consultation with the Supplier, to grant a maximum period of 15 days within which the Parties will suspend the fulfilment of the agreed obligations, in anticipation of the termination due to the force majeure situation. After the expiry of the agreed term, should the Supplier be still unable to fulfil its own obligations or should it have failed to fulfil such obligations on the basis of the provisions herein, ASONEXT shall have the right to cancel the order with immediate effect, in writing and via the extra-judicial procedure, with no right to compensation arising from this.
- The Supplier may invoke the force majeure clause only if the Supplier communicated it to ASONEXT 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.
- 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.
- Scarcity of adequately qualified personnel, staff illness, strikes, white 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
- 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. Any costs and risks of damage to the materials and equipment of the Supplier and its own suppliers, both located at the ASONEXT site and elsewhere, are borne by the Supplier.
- The Supplier undertakes to indemnify and compensate ASONEXT 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.
- The Supplier must obtain and maintain, at its own expense, for the entire duration of the contracts entered into with the Companies of the ASONEXT Group and for as long as he continues to supply Products and Services to Companies of the 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.
- In cases where the supply of Products relates to products intended to become components of finished or semi-finished products sold/distributed by ASONEXT, 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.
Article 16 - Licences
- The Supplier guarantees ASONEXT that it has or will obtain in due time and maintain all licences, including those issued by the relevant 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 that the items supplied within the scope of the Contract are not prohibited by any applicable laws or regulations.
- 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 completely harmless from any form of liability towards third parties in this regard.
- 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.
Article 17 - Intellectual Property Rights
- Unless otherwise agreed in writing, ASONEXT 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. Such rights remain the property of ASONEXT and cannot be copied, duplicated, shown to third parties or otherwise used without the explicit consent of ASONEXT.
- The Supplier guarantees that the supply of goods and/or the use of services, their sale or application by ASONEXT shall not constitute an infringement or unlawful use of the intellectual property rights of third parties; the Supplier shall indemnify ASONEXT from any third party claims alleging a violation of their own intellectual property rights, including claims relating to know-how, unauthorised competition, etc.
- Any new discoveries or inventions occurring during the execution of the Order shall be considered and treated as the Intellectual Property Rights of ASONEXT.
- 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
- 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.
- In any case, 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. Therefore, in establishing and maintaining the subcontracting relationship, the Supplier must impose its obligation, undertaken towards ASONEXT (also through the acceptance of these GCP) on its subcontractors, and must guarantee the correct fulfilment of said obligations.
- The payment of the services performed by the subcontractors is borne exclusively by the Supplier who undertakes to indemnify and hold ASONEXT harmless from any claim made against ASONEXT by the subcontractors. Specifically, the Supplier must ensure that legislative provisions concerning personnel management are fulfilled and complied with, with specific reference to safety, social security and insurance obligations. The Supplier also undertakes with immediate effect to indemnify and hold the Purchaser 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.
- 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 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.
- 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. ASONEXT has the right to attach conditions to such consent. Should ASONEXT give its consent, the Supplier remains fully responsible towards ASONEXT. Furthermore, consent applies exclusively to the instance for which it was given.
Article 19 - Confidentiality and Privacy
- The Supplier undertakes to comply with the confidentiality of all the information disclosed to it 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.
- The Supplier shall ensure that any of its collaborators and subcontractors fulfil the obligation referred to in the previous paragraph.
- The Supplier shall not disclose the existence and/or the consideration/s or the execution of the Contract to third parties, without ASONEXT's written consent, on pain of a penalty of 5,000.00 (five thousand/00) Euro for each infringement and each day of its persistence, being any part of a day understood as a full day. Such penalty will be effectively due with no need for judicial intervention, formal warning, or notice of default and cannot be offset. 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.
- The Parties undertake to process all the data received in compliance with the current legislation concerning the protection of personal data and, specifically, in compliance with the provisions contained in Regulation (EU) no. 679/2016; therefore, the Parties undertake to promptly notify each other, in writing, of any unauthorised use or unauthorised disclosure of the Confidential Information of which they become aware.
- Should a confidentiality agreement have already been signed, it shall be considered applicable to the relations between the Parties.
Article 20 - Liability
- The Supplier is responsible for all losses suffered by ASONEXT 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 owes to its customers in case the Supplier does not fulfil the Contract or does not fulfil promptly or in a correct manner.
- The Supplier holds ASONEXT 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’s first request, the Supplier shall negotiate a settlement with such third parties or take legal action against such claims on behalf of ASONEXT or jointly with ASONEXT, at ASONEXT’s discretion.
- For the purposes of the Article herein, ASONEXT’s personnel and employees are considered as third parties.
Article 21 - Provision of workforce in areas owned or available to ASONEXT
- Should the Supplier perform all or part of the services in premises that are owned or available to ASONEXT (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 (It. Legislative Decree 81/2008), with any other applicable safety standard and with the provisions issued by ASONEXT.
- The Supplier shall disclose to ASONEXT the name and specific duties of any subjects belonging to its own company, which are in charge of carrying out the tasks referred to in art. 97 of (It.) Legislative Decree 81/2008.
- For verification purposes and upon request, the Supplier shall show all the documentation necessary to certify his/her own technical and professional qualification.
- In the case of subcontracting, the Supplier’s employer shall verify the subcontractors’ technical and professional qualification according to the same criteria referred to in the previous points. The Supplier is required to carry out a careful and thorough inspection in the premises where activities will take place, together with another person in charge employed by ASONEXT, and sign the related joint inspection report. During such inspection, the work areas concerned with the execution of services shall be identified and delimited to define any signs and signals. The Supplier shall perform the Services with its own organisation of means and personnel, with no dependency and/or subordination liens towards ASONEXT. Therefore, the Supplier shall have the full freedom and power to organise its own business in the manner it deems most appropriate, without prejudice to scrupulous compliance with the provisions of the Single Document for the Assessment of Interference Risks (DUVRI) pursuant to art. 26 of (It.) Legislative Decree 81/2008 or with the Safety and Coordination Plan (PSC) pursuant to art. 100 of (It.) Legislative Decree 81/2008 inclusive of the dossier pursuant to art. 91 of (It.) Legislative Decree 81/2008, for the cases envisaged.
- Pursuant to art. 70 of (It.) Legislative Decree 81/2008, all work equipment used by the Supplier shall comply with specific legislative and regulatory provisions implementing the Community product directives.
- The management, technical assistance, surveillance and control of the activities shall be carried out by a manager (or his/her substitute) to whom the Supplier conferred all the necessary powers and faculties, which allows him to effectively represent the Supplier before ASONEXT.
- The Supplier shall ensure that its own employees, and the employees of its subcontractors, wear a garment or other distinctive sign identifying the company, to be agreed, and display their proper identification badge pursuant to art. 18 and 21 of (It.) Legislative Decree 81/2008. The badge shall be accompanied by a photograph, personal details of the worker, indication of the employer, date of recruitment, date of authorisation for subcontracting.
- The Supplier shall ensure that its personnel and subcontractors are prohibited from accessing plants, departments and places other than the one in which the work is performed and shall have them comply with a specific entry and exit route, where prescribed.
- The Supplier is responsible for any damage caused to property and/or to ASONEXT and/or to third parties, by its employees or collaborators or by the personnel of any subcontractors, during the performance of services in the premises of pertinence to ASONEXT. For this purpose, the Supplier undertakes to stipulate an RCT and RCO policy with a primary insurance company (Civil Liability towards third parties and service providers) for a suitable amount (in any case not less than the amount foreseen in point 15 above) and for the coverage of all possible risks associated with the subject of the service, and to provide ASONEXT with a copy.
- For special, hazardous and non-hazardous waste, originating from the Supplier's activity, the Supplier must provide, at its own expense, for the treatment, transport, and transfer to an authorised site, providing at the simple request of ASONEXT, proof of the fulfilment of all the relevant obligations, in accordance with the applicable laws in force.
Article 22 - Legal actions, applicable law and disputes
- All legal relations between the Parties are governed exclusively by the Italian law.
- 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.
- In the event that the General Conditions for Sale and Delivery 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.
Pursuant to and for the purposes of articles 1341 and 1342 of the (It.) Civil Code, the Customer declares to specifically approve the articles below of the aforementioned General Conditions of Purchase ASONEXT s.p.a.: articles 2.2 (valid GCP published on the site) ; 4 (Amendments to the contract); 5.3 and 5.4 (prohibition of price changes); 6.3, 6.4 and 6.5 (suspension of payments); 7.2 (essential term); 7.6 (express termination clause); 9 (terms of delivery and suspensions); 10.7 (waiver of the terms for disputes); 10.9 (terms of guarantees); 11 (withdrawal); 12 (express termination clauses); 13 (default); 18 (prohibition of subcontracting and transfer of rights); 19.3 (penalty for violation of privacy); 20 (liability); 22 (applicable law and competent Court).