Paramed

General Conditions of Purchase

 

 

1.        Definitions

For the purposes of these general conditions of purchase, the following terms are defined as indicated below:

PARAMED: refers to PARAMED s.r.l., with headquarters in Genoa, Corso F.M. Perrone 73/r.

Materials/Supplies: refers to movable goods in any form, including machinery, plant, equipment and their parts or components, purchased by PARAMED to perform its activities, as well as movable goods owned by PARAMED and shipped by same to Supplier for repair or other work.

General conditions: these conditions.

Special conditions: the clauses set out in the Order.

Supplier: the legal or natural person from whom PARAMED orders the Materials.

Order: the paper document, in the form of a private agreement or business correspondence or in another written form, with which PARAMED orders Materials from Supplier.

Order Confirmation/Acceptance: refers to the paper document, in the form of a private agreement or business correspondence or in another written form, with which Supplier accepts the Order pursuant to the Special Conditions indicated therein and to the General Conditions.

Documentation: the certificates, technical instructions and general information required by the law or in relation to the type or characteristics of the Materials or to their use.

Factory: refers to the PARAMED factory in Genoa, Corso F.M. Perrone 73r.

 

2.        Order and order acceptance

2.1      The order must be fulfilled in compliance with the indications it contains and all the technical documents, specifications and other information referred to therein.

2.2      If there is any discrepancy between the documents referred to in the Order, Supplier shall consult with PARAMED (hereafter Purchaser), which will provide a binding, written interpretation.

2.3      Any specific agreements contained in the order prevail over these General Conditions and the general conditions of sale provided by Supplier. The acceptance of supplies or services or the making of payments does not imply the acceptance of any contract condition established by Supplier.

2.4      On receiving a purchase order from Purchaser, Supplier is required to confirm same within 5 days by sending a letter of acceptance of the order. On the expiry of such term, Purchaser has the right to cancel the purchase order issued. By way of acceptance, Supplier shall, within the aforementioned term, send Purchaser a copy of the countersigned order to this address:

PARAMED s.r.l.

Purchasing Office

Corso F.M. Perrone, 73r

16152  Genova

2.5      Every amendment of the purchase order must be expressly accepted in writing by Purchaser or otherwise will not be effective.

 

3.        Term and place of delivery - Transfer of ownership

3.1      Unless otherwise indicated in the purchase order, the delivery of Supplies and the transfer of their ownership will be regarded as performed, within the agreed deadlines, in the places of destination indicated by Purchaser. The delivery of installations or constructions and services will be regarded as completed when they pass acceptance tests. It remains in any case understood that the transfer of ownership of Materials, services, installations and constructions will take place when such Materials pass acceptance tests.

3.2      With the confirmation of the order, Supplier nevertheless undertakes to perform delivery pursuant to the terms indicated. Therefore, in the event that after confirmation Supplier foresees that it will be unable to meet the deadlines established for whatever reason, same shall immediately inform Purchaser of such an eventuality, indicating the new delivery term proposed. In the subsequent 15 day period, Purchaser shall inform Supplier whether or not it intends to accept such new term, and therefore whether it intends to withdraw from the contract. Absent any communication, the new term is intended as accepted. Without prejudice to Purchaser’s right to rely in any case on article 1454, Italian civil code, if Supplier makes late delivery with respect to the agreed term.

3.3      All communications regarding the management of the delivery of the supply shall be sent to: Paramed s.r.l. - Purchasing Office, Tel. 0039 010 7404530 / Fax 0039 010 7404530.

 

4.        Packaging

4.1      Unless otherwise agreed, Supplier is bound to pack the products which are the subject of the supply with the greatest possible care, taking account of their characteristics and in such a way as to guarantee protection during transport. Packaging is understood to be included in the price. The cost of any damage deriving from inadequate packaging or lack of care during preparation shall be borne by Supplier.

 

5.        Transfer of risk and shipment

5.1      Risk relating exclusively to the supply of goods is transferred to Purchaser at the time of receipt of same in the place of delivery indicated by Purchaser, also taking account of the provisions of clause 5.2. The risk relating to Supplies involving installation or construction and to those relating to services will be transferred to Purchaser on passing the acceptance test, or for services to which such test is not applicable, on conclusion of the service, if the nature of the service is such as to involve a transfer of risk.

5.2      Unless otherwise provided in the purchase order, supplies of goods are intended as performed at DDU transport conditions pursuant to INCOTERMS 2000. In any case, Supplier is obliged to use the method of transport which is most appropriate for this purpose based on the delivery terms and the goods to transport.

5.3      For every shipment, Supplier’s Transport Document must indicate the following mandatory information:

- Purchaser’s order number

-  Purchaser’s article code

-  Item number on Purchaser’s order (if quoted)

-  Description of goods

-  Test code number quoted in Purchaser’s order.

Materials arriving without such information cannot be submitted for acceptance testing and the relative invoices will therefore not be paid, without prejudice to Purchaser’s right to reject the Materials in the event of non-compliance.

Supplier will inform Purchaser immediately on sending shipments, indicating the date and aforementioned information.

 

6.        Power of voluntary (ad nutum) termination

6.1      PARAMED may, at any time and at its own discretion, terminate the Order by written communication to Supplier. In this case, PARAMED will be required to reimburse all the costs incurred by Supplier until the time of termination, on the condition that they are attributable to the supply of the Materials and proven by justifying documents, reduced by the commercial or realizable value of the Materials. Supplier will also be eligible to receive a fair percentage to cover general expenses and profits in relation to the work performed. Without prejudice in any case to PARAMED’s right to terminate the order due to non-performance by Supplier.

 

7.        Price

7.1      The total, fixed and invariable price indicated in the order shall be recognised for the performance of the full scope of supply, including all accessories, in compliance with the applicable Documentation and technical regulations and according to best practices.

 

8.        Invoicing

8.1      100% on delivery of the full scope of supply and after successful testing pursuant to the terms indicated in clause 3.1, unless otherwise indicated in the order.

 

9.        Invoices

9.1      Invoices shall comply with the law as it stands and be sent to the administration office no later than 10 days after the date of delivery of the supply.

The original invoice must be made out and sent to:

PARAMED s.r.l.

Corso F.M. Perrone, 73r

16152  Genoa

or sent by email, in ‘pdf’ format, to the following address: fatture@paramed.it

Every invoice must refer to a single order and one delivery only and indicate, insofar as such items are applicable to the type of order:

a)  the number and date of the order against which the invoice is being issued;

b)  the code number attributed by Purchaser to Supplier;

c)   the payment conditions indicated in Purchaser’s order;

d)  the number and date of the shipment notice or transport document;

e)  the item number in the order and, for each item, the article code and test code number;

f)   the bank and details of the current account for payment.

Except in cases expressly authorised by us, all the invoices you issue to Purchaser shall bear the following annotation: “The amount receivable deriving from the Supplies indicated in this invoice may not be transferred to third parties pursuant to Article 1260, sub-section 2, Italian Civil Code”.

9.2      Supplier may not transfer or subcontract to third parties either the Order or the rights deriving from same, including the transfer of any amount receivable in relation to the Order for whatever reason, unless with the express written authority of PARAMED.

 

10.      Payment

10.1    Unless otherwise indicated in the order in question, payment of the invoice shall be made by Purchaser by bank transfer at 90 days from the date of issue of the invoice.

10.2    Parties take mutual note that the aforementioned terms of payment, and/or other terms indicated in the order, represent a departure from the provisions of Legislative Decree no. 231, October 9, 2002.

10.3    Payments do not imply the acceptance of Supplies or services as being in compliance with contractual requirements.

 

11.      Penalties

11.1    The failure of Supplier to comply with the terms of delivery of the Materials and/or Documentation will give Paramed the right, at its own discretion, either (i) to regard the Order as terminated, or (ii) to apply a penalty amounting to 1.5% (one point five percent) of the total value of the order, for each week or fraction of a week of delay up to a maximum of 10% (ten percent) of such value, without prejudice to the compensation of greater damages. Such penalty will be applied at the same conditions in the event of delay in the delivery of the Documentation indicated in the Order. In the event that Paramed opts to apply the penalty, on reaching the maximum penalty, Paramed will have the right to regard the Order as terminated due to Supplier’s fault.

 

12.      Warranty

12.1    Unless otherwise indicated in the order, Supplier shall provide a one-year warranty on supplies and services, running from the time of transfer of risk as indicated in clause 5.1. For Supplies delivered to sites other than Purchaser’s headquarters or factory, the warranty will run from the moment in which the Supplies successfully pass Purchaser’s acceptance test, for a period of two years from the transfer of risk.

12.2    Supplier shall remedy any defects, faults and/or deficiencies found, performing repairs and/or replacement with other Supplies and services free of defects, faults and/or deficiencies under its own responsibility and at its own expense. This is also applicable to Supplies in which the inspection is limited to sporadic controls.

12.3    If Supplier is not able or states that it is incapable of correcting a defect or providing new Supplies in a reasonable time established by Purchaser, Purchaser may choose to:

-    terminate the contract without payment of the consideration;

-    ask for a reduction of price;

-    perform, or commission the performance of, repairs or replacements at Supplier’s expense;

-    apply for damages for non-performance of the contract.

12.4    Purchaser may perform, or commission the performance at Supplier’s expense, of the repairs immediately required to avoid inconveniences and/or to cater for other urgent causes.

12.5    The parts or components replaced during the warranty period as specified above will be covered by a new warranty period of the same length as the one initially provided.

12.6    Purchaser may report any faults, deficiencies and defects within one month from delivery of the Supplies or completion of the services, or within one month from the time the defect is discovered during operation or commissioning.

12.7    Defective articles will be returned at Supplier’s expense and risk.

12.8    PARAMED will have the right to inspect the Materials indicated in the Order in any place of manufacture and at any point in the production cycle, and therefore to inspect and control work progress, manufacturing methods and the materials used by Supplier or its sub-suppliers, and to attend tests.

Supplier therefore undertakes to grant the assigned PARAMED personnel free access to its Factory or that of its suppliers, so pledged on their behalf.

The performance of inspections by PARAMED or the presence of same during testing shall not imply acceptance of the Materials or the waiver by PARAMED of its rights deriving from the guarantee clause. Materials testing will be performed according to the requirements established in the Order.

Failure to perform or pass testing procedures will give PARAMED the right to refuse delivery of the Materials.

 

13.      Sub-supply by third parties

13.1    Sub-supply by third parties will be possible only on the basis of written approval by Purchaser and, if this is not obtained, Purchaser shall have the right to cancel the contract and apply for consequent damages.

 

14.      Materials supplied by Purchaser

14.1    Any materials supplied by Purchaser for Supplies regulated by these General Conditions will remain the exclusive property of same and be stored and taken care of by Supplier in an appropriate manner, marked and maintained without any additional cost. Such material will be used only for Purchaser’s order. Supplier will compensate Purchaser for any depreciation in the value of the Materials supplied due to lack of care, damage and/or loss.

14.2    Supplier will use or process the material for Purchaser, who will become the direct owner of the new article. In the event that this is not legally possible, Purchaser shall be regarded at all times, during manufacture or use, as the owner of the new article. Supplier will take due care over the maintenance of the new article, without any further expense on the part of Purchaser.

 

15.      Instruments, prototypes, samples, confidentiality, etc.

15.1    Instruments, prototypes, samples, models, cross-sections, drawings, calculations, standards, formats, documents and measurements, etc. supplied by Purchaser, and likewise articles performed with or for same, shall not be transmitted to third parties or duplicated without Purchaser’s written consent or used for purposes other than those pursuant to the contract. They shall be protected from unauthorised inspections or uses. Without prejudice to every other right, Purchaser shall have the right to request their immediate return in the event of the breach of this clause by Supplier. Purchaser, on the other hand, may not disclose information acquired from Supplier to third parties, unless such information is general in nature or already known by other legal means.

15.2    Supplier shall hold PARAMED harmless from every charge, expense or damage deriving from violations or claims of violations of patents or, in any case, of third party industrial property rights, in the use of the Materials pursuant to the Order.

 

16.      Drawings and documents

16.1    Drawings and documents provided by PARAMED for the performance of the Order shall be the exclusive property of the latter and used by Supplier and its Sub-suppliers, as pledged on their behalf by Supplier, solely and exclusively for purposes relating to the fulfilment of the Order. Such Drawings and Documents shall be returned immediately after fulfilment of the Order and Supplier may not make copies in any form.

Supplier may not, likewise, use the information received from PARAMED for the purposes of performing the Order, unless such information is already known to Supplier prior to the Order or is in the public domain or becomes such for reasons other than the termination/resolution of the Order or has been developed independently by Supplier or has been disseminated in compliance with the law.

 

17.      Contracting parties’ declarations

17.1    Purchaser and Supplier declare that everything indicated in the order corresponds fully with the agreements reached as a result of the negotiations conducted. For which reason every other previous document which may be in disagreement with same shall be regarded as superseded.

 

18.      Supplementary conditions

18.1    The rules of law will be applied to any matters not covered by these conditions.

 

19.      Place and applicable law

19.1    Every dispute between Supplier and Purchaser will be resolved exclusively by the Court of Genoa and the applicable law will be Italian law.

 

20.      Code of Ethics

20.1    Supplier undertakes to observe the PARAMED Code of Ethics and acknowledges that it has been given a copy of same. Any violation of same by Supplier will give PARAMED the right to terminate the Order due to the fault of Supplier, without prejudice to compensation for greater damages.

 

Date _______________________

 

 

Supplier’s Stamp and Signature _______________________

 

Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the provisions of the following articles are hereby specifically approved: 2.2), 2.3), 2.4), 2.5), 3.1), 3.2), 5.1), 6), 9.2), 10), 11), 12), 13), 15.2), 16.1), 19), 20).

 

 

Supplier’s Stamp and Signature _______________________

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