VERSION VALID WITH EFFECT FROM 30th JANUARY, 2020
“Contracts” and individually “Contract” mean any agreement, contract, document, order, request, quotation accepted or offered or other act or deed, which, in whatever form and at whatever time they were concluded or occurring, may assume the legal value of establishing a legally binding relationship and generating rights and obligations between EMG and the Suppliers pursuant to applicable law, for the purpose of purchasing Goods.
“EMG” has the meaning as per art. 2 of the GPC.
“Suppliers” and individually “Supplier” mean the present and/or future and/or potential entities with which EMG enters into contact to purchase the Goods.
“Goods” means the goods and services, to be interpreted in a broad sense and teleologically oriented towards the quality and characteristics of EMG as an industrial company, which EMG purchases from its Suppliers for the exercise of its business operations.
“Cod. Civ.” means the Italian civil code approved with Royal Decree no. 262 of 16th March 1942, as subsequently modified, integrated and implemented.
“Party” and “Parties” have the same meaning as per art. 2 of the GPC.
“GPC” has the meaning as per art. 2 of the GPC.
“Prices” has the meaning as per art. 3 of the GPC.
2 SCOPE OF APPLICATION AND TERMINATION OF THE CONTRACT
The present General Purchase Conditions (“GPC”) are applied to all the Contracts stipulated by EMG, by subsidiaries of the latter, including their successors or assigns, by its agents and/or its representatives (jointly “EMG”) with its Suppliers, (EMG and Supplier each a “Party” and together “Parties”).
To this end the GPC constitute the main guidelines which find application in the Contracts and the integral, substantial and essential parts of each Contract.
The GPC are considered accepted, including tacitly, the moment the Contract is accepted by the Supplier, and wholly annul, prevail over and replace all other Contracts between the Parties having contrary terms and conditions (including those that may have been proposed by the Supplier, or representing any other Contract that may regulate otherwise or in other forms relations between the Parties) and/or the content of which may be different from what is indicated in the GPC.
Any modification and/or addition to the GPC, as well as any sales Condition of the Supplier’s wholly or partly different from the GPC, shall be valid only if expressly and specifically accepted in writing by EMG.
In the same way, any sales condition of the Supplier’s previously accepted by EMG that may be in conflict with or in addition to the GPC shall not be recognized as binding for EMG and, however, for the Parties.
Failure on the part of EMG to exercise any right deriving from the GPC does not constitute waiver of the same, nor to any other right under any title or reason due to EMG, but exclusively tolerance on the part of EMG without this leading to any kind of acceptance or lead to any type of prejudice to EMG.
In any case, the Supplier shall renounce all action and rights to the same, which may be founded even partially, on the afore-mentioned tolerance.
3 PAYMENT AND PAYMENT CONDITIONS
Prices (“Prices”) are to be considered fixed and not subject to review and inclusive of all taxes (excluding VAT), contributions, insurance and all the other costs borne by the Supplier for the execution of the Contract up to delivery, including all and any costs that may be due for packaging, materials for fixing, protecting and anchoring as well as all the documents, accessories, devices and/or tools needed to ensure complete and functional use and maintenance of the Goods.
Moreover, the Prices shall be considered inclusive of all the amounts due for the use of any industrial and/or intellectual property rights regarding the Goods object of the Contract, including any third-party rights. Prices include what is indicated each time in the special conditions of the Contract and must be paid net of all costs, discounts and/or tax, in accordance with the times and methods indicated in the invoice.
In the case of non-shipment, for the purposes of the effective date of payment, the shipping date is considered the one indicated each time in the special conditions of the Contract and/or in the offer and/or in the order confirmation.
In the case of delayed payment on the part of EMG, with respect to what is indicated each time in the special conditions of the Contract or requested by EMG or expressly agreed in writing between the Parties, conventionally agreed default interest is applied amounting to zero/50 per cent (0.5%) on the amount of the invoice; the Supplier has no right to terminate the Contract or any other Contracts existing with EMG as a consequence of the delayed payment nor request EMG for any form of reimbursement, damages, compensation or compensatory measures (to be interpreted in the broad sense) under any title, the only exception being the interest as per the present art. 3.
It is expressly agreed between the Parties that, in the case of delayed payment of an invoice by EMG, the Supplier may in no case delay its performance due under the Contract. Should the Supplier, as a consequence of delayed payment of an invoice by EMG, interrupt its performance under the Contract, EMG shall have the right to terminate the Contract pursuant to art. 1456 of the Cod. Civ. and the Supplier, on the contrary, shall be liable under any title and/or reason, for any damages that may derive to EMG from non-compliance or from the inexact and/or delayed compliance of the Supplier’s performance.
EMG has the right to compensate the receivables due from the Supplier with the payables due from EMG, also in relation to other Contracts existing with the same Supplier. To this end the Parties express their consent pursuant to art. 1252 of the Civil Code.
EMG has the right to retain the goods, products and whatever else supplied by the Supplier in the case of total or partial non-compliance with the performance due by the Supplier under the Contract. Moreover, in the case of total or partial non-compliance with the performance due by the Supplier under the Contract, EMG’s right is recognized to terminate the Contract pursuant to art. 1456 Cod. Civ
After each delivery, the Supplier shall send EMG the relative invoice, issued in a form reasonably acceptable to EMG. Invoices may not refer to more than one Contract.
The amounts due on the basis of the invoices issued by the Supplier shall be paid within the times established in the Contract. EMG shall have the right to compensate with the Supplier’s invoices the receivables claimed against the Supplier for all the costs that may be incurred in the case of total or partial non-compliance by the supplier with respect to what has been established by the Parties in the Contract.
The absence of an express rejection of an invoice shall not constitute acceptance of the same. Total or partial payment of an invoice by EMG shall not lead to the renouncement by EMG of asserting any defects relative to the Goods delivered.
The Supplier declares and guarantees that the Goods do not represent a danger for health, safety or the environment, guaranteeing that they have been handled, used and stocked in conformance with the normal recognized working practices applicable to the Goods.
The Supplier shall provide documentation on safety, use and the results of production tests which ascertain the respect of hygiene, safety and environmental protection standards for the handling, processing and storage of the Goods and of any waste of any kind. The Supplier guarantees that itself, its subcontractors, employees and agents shall act in compliance with the rules and policies for a safe, ordered and efficient conduction of operations within the premises of EMG, including any rules regarding delivery methods.
5 TRANSFER OF OWNERSHIP AND RISKS
Unless otherwise agreed in writing between the Parties, EMG shall assume the ownership of the Goods and all and any risks inherent to the same at the time the Goods are received. EMG retains the right to check the integrity and correctness of the Goods received
In the case of processing and/or assembly of the Goods with other products, EMG shall become the sole owner of the product following processing and/or final assembly, without prejudice to applicable law.
The Supplier guarantees that at the moment of delivery it has a valid title to dispose of the Goods and that these may be delivered to EMG free of any obligation, restraint or claim.
6 SHIPPING, PACKAGING, DELIVERY TIMES AND TESTING
All the Goods must be appropriately marked in compliance with applicable standards, above all in the case of hazardous goods; the Supplier’s instructions, showing the EMG Contract number; Supplier identification; the number of the Goods; the place of delivery; a description of the Goods, weight and quantity; as well as all markings required for appropriate assembly and appropriate delivery. Slinging and handling points will also be provided with the Goods.
The Supplier shall take all the necessary measures to effect the delivery of the Goods with all suitable means, using suitable instruments and accessories, with the assistance, where necessary, of competent agents and solvent subcontractors.
To this end it is specified that the delivery times of the Goods, expressly agreed in writing between the Parties, are not indicative but specific, and exceeding them leads to the Supplier assuming the corresponding liability in the case of delays in delivery, unless expressly agreed otherwise in writing between the Parties.
To this end, the Supplier undertakes, pursuant to art. 1381 Cod. Civ., to ensure that the Goods arrive in the times agreed between the Parties. The Parties fix compensation that may be due from the Supplier to EMG, in the case of delayed delivery of the Goods, at an amount equal to three per cent (3%) of the amount of the invoice for the Goods.
For the sake of clarity, it is here specified that the delivery time is considered to be the time indicated in the communication that the Goods are ready for shipping and/or testing.
Any delays (including, merely as an example but not limited to, those due to the lack of raw materials and/or electrical power; breakdowns of machinery; interruptions of railway services and/or other services connected with the transport of the goods, where applicable; lack of vehicles or wagons for loading; mobilisation, unrest, embargo or war in states supplying raw materials; suspension of services by employees; occupation of works; flooding, public calamities, natural calamities, fire, explosions, storms, earthquakes, wars, terrorist attacks, sedition, uprising, sabotage, strike; any provisions and/or dispositions by a public, or foreign, authority which may prevent the Supplier from complying with its obligations, including as an example, but not limited to, provisions aimed at limiting and/or disciplining otherwise, with respect to the termination time of the Contract with EMG, the consumption of raw materials as well as the production and/or distribution of products, and any other act or fact, even of a different nature from those listed, which may be beyond the Supplier’s ability to rationally control and reasonably demand as a producer, seller and/or importer) shall therefore give rise to liability on the part of the Supplier and give EMG the right to terminate the contract in existence with the Supplier and to compensation for direct and indirect damages, unless otherwise and expressly agreed in writing between the Parties.
EMG has the right to reject a delivery effected partially or in advance and in such case may return the Goods or store them at the cost and risk of the Supplier. The Supplier shall communicate to EMG in writing and without delay, all and any information relative to all and any potential or concrete delays in the delivery and the plan adopted by the Supplier to address them.
Unless expressly agreed otherwise in writing between the Parties, delivery of the Goods shall take place at the EMG works in Pozzaglio ed Uniti (Cremona), Via I Maggio no. 7. Unless expressly agreed otherwise in writing between the Parties, EMG may freely determine the mode of transport.
Where applicable, for shipments of the Goods made in any form by the Supplier, EMG accepts the tolerance indicated from time to time in the order with respect to the weight shipped, meaning that in the case of differences within this tolerance limit no liability may be attributed to the Supplier under whatever title and/or reason.
In the case of differences in excess of the tolerance limit as per the present art. 6, the Supplier, on pain of non-compliance
- shall draw up any claim on the back of the document accompanying the Goods, attaching, for claims relative to Goods invoiced by weight, the weighing tag, made using a “Veritas” scale and/or public weighing machine and/or with a certified system, certifying the weight effectively observed on receiving the Goods.
- shall sign the document accompanying the goods together with the final carrier and/or shipping agent and/or their agents and to whom duly delivered to inform of the claim within the terms as per article 9 of the present GPC.
Before delivery the Supplier shall inspect the Goods in order to check compliance with the specifications, quality, weight and physical dimensions established in the Contract, in the order and/or in any other document where the characteristics are indicated and shall also check the presence of any damage to the Goods and/or their packaging.
It is understood that costs relative to control of the Goods are and remain in any case charged to the Supplier.
For shipments dealt with directly by the Supplier, including by means of a carrier and/or shipping agent, the Supplier shall be considered responsible as regards any damages that may derive, under whatever title, to the Goods transported (i.e. for lack of/excessive storage and/or excessive distribution of the load). Should EMG request that the weight and tare be measured on departure by a third party with respect to the Supplier, such third party shall prove its appropriateness and be to the liking of EMG while the costs relative to the activity of such third party shall be totally charged to the Supplier. Any out-of-pocket expenses for special arrangements of the goods on the means of transport, where due, shall be charged to the Supplier.
The Goods shall be packaged in such a way that they shall not be damaged during transport and/or handling operations. Unless expressly agreed otherwise in writing between the Parties, in relation to packaging, the Supplier shall be considered liable for losses and/or damages to the Goods. Packaging shall be invoiced tare for goods and shall be carried out according to recognized experience and appropriateness in consideration of the quality of the Goods transported. Any special modes of packaging must be expressly requested by EMG and the relative cost shall be charged to the same.
Moreover, unless expressly agreed otherwise in writing between the Parties, the Supplier is obliged to use in packaging operations of the Goods products that may also be re-used for subsequent shipments/transports. To this end EMG has the right to return to the Supplier the packaging materials, protection, safety and fixing elements used in the delivery of the Goods. This right may be exercised through delivery of the packaging material, the protection, safety and fixing elements used in previous deliveries on receiving new Goods from the Supplier or by shipping the same to the Supplier. Shipping costs are understood to be charged to EMG.
Where it is not possible for the Supplier to re-use the products sent to it following the exercise by EMG of its right as per the previous point, the Supplier is held responsible for the disposal of such packaging materials, protection, safety and fixing elements, without charge to EMG.
Should the Supplier not comply with this obligation regarding disposal, and because of this, under whatever title or reason, EMG becomes responsible for it, the Supplier is held to indemnify and hold harmless EMG from all and any responsibility and from any prejudicial consequence deriving from non-disposal and/or incorrect disposal.
Unless otherwise and expressly agreed in writing between the Parties, supplies effected by the Supplier are regulated by the standards of the current Italian and Community Unification standards (UNI, EURONORM, ICC rules on Incoterms 2010). Any testing of the Goods must be expressly requested by EMG and the relative Contract, highlighting EMG’s consent to providing testing, must be in writing. In any case, testing may be effected without exception only in the works indicated by EMG, before shipping and/or delivery, and does not free the Supplier from any liability that may lie with the Supplier for the Goods
The costs related to the testing expressly requested by EMG are charged to the Supplier, which undertakes to collaborate as is necessary so that testing may be carried out. It is understood that should the test, charged by the Supplier to third parties acting for State and/or similar entities, not be carried out within thirty (30) days from the date on which EMG requested in writing to carry out the test, the test shall not be considered as done and EMG shall have the right to terminate the Contract with the Supplier and to compensation for any direct and indirect damages.
The term of thirty (30) days is reduced to fifteen (15) days should testing be carried out by entities charged by EMG. In any case, renouncement by the Supplier of testing, where carried out following preparation by EMG of what is necessary to arrange testing, shall lead to the costs borne by EMG for the arrangements made to carry out testing to be charged to the Supplier.
Should testing result in some or all of the Goods being defective, the Supplier shall see to replacing the same Goods, the right to compensation remaining for direct and indirect damages suffered by EMG.
7 ACCEPTANCE AND INSPECTION
EMG reserves the right to check the progress and appropriate perfectioning of the Contract and to inspect the Goods at the Supplier’s premises or those of its subcontractors, or in any other place they may be found, during normal working hours and with appropriate notice. The Supplier shall allow EMG access to the premises to carry out the requested inspections, even if they are to be made at the premises of subcontractors.
The Supplier must have adopted and implemented a Quality System in compliance with ISO 9001 (2000) and TS 16949 (2002) or equivalent systems depending on the nature of the Goods.
EMG shall have the right to reject, within the term of twenty-eight (28) days from delivery, the Goods which are manifestly defective, and shall have the right to require the Supplier to arrange withdrawal at its own cost and risk.
8 DOCUMENTATION AND USER AND MAINTENANCE MANUALS
By the date of delivery of the Goods, the Supplier shall release to EMG all the technical documentation regarding the Goods, i.e., for example, maintenance manuals, instruction manuals, drawings, technical data, factory inspection data, certificates of compliance and any other supporting documents normally provided with the Goods or reasonably requested by EMG. This technical documentation shall remain the property of EMG and shall be considered an integral part of the purchased Goods.
9 GUARANTEES AND CLAIMS
The Supplier guarantees that the Goods:
- comply with all the agreed specifications and requirements;
- are suitable for the use communicated by EMG to the Supplier;
- are free from design defects, material and execution defects;
- are free from seizures, pledges and other encumbrances; and
- comply with all applicable requirements and market standards.
The Supplier guarantees due performances of the Goods for a period of two years from the shipment accompanied by relative documentation.
The Supplier undertakes to deliver the Goods in accordance with what was expressly agreed in writing between the Parties and with reference to the standards applied in the sector. Any defects of the Goods, evident and/or observable at first sight (for example, but not limited to, defects due to oxidation, denting, breakdown, cuts generally and/or evident mechanical and/or surface and/or easily observable damages) and/or hidden defects, can also be reported after the eight (8) days provided by art. 1495 Cod. Civ., starting from the delivery of the Goods to EMG.
However, these defects must be reported, unless the term established by law is otherwise, within one (1) year from delivery on pain of expiry of the right of EMG to enforce its right pursuant to art. 1495 Cod. Civ..
Should the defects be promptly reported, EMG shall have the right either
- to request the Supplier replaces the Goods, and the Goods shall be delivered in the same manner as per the present GPC, EMG’s right to compensation remaining for direct and indirect damages deriving from the defects observed on the Goods; or
- to accept the Goods with an equitable price reduction or
- to terminate the Contract pursuant to the provisions of art. 26 of the GPC.
Unless expressly agreed otherwise in writing between the Parties, despite the presence of defects on the Goods, EMG may proceed to carry out processing and/or replacements and/or repairs on the Goods without losing its right to enforce its rights on the defects of the Goods against the Supplier, with costs charged to the latter.
Any reports for defects give EMG the right to suspend payment, even partial, of the price of the Goods, and to suspend any other performance due by EMG to the Supplier, also with reference to other Contracts in existence between the Parties.
The repaired and/or replaced Goods shall be subject to the provisions of the present art. 9, and the guarantee period as per the present art. 9 shall start from the new date of delivery or repair.
The Supplier shall answer to EMG for direct and indirect damages consequent to losses or damages of any kind such as:
- lost profit;
- lost opportunity;
- lost customers;
- lost start-up or reputation,
unless such damages are the consequence of malicious action or committed through gross negligence on the part of EMG.
It is understood between the Parties that the Supplier remains responsible for defects of the Goods, independently of any inspections, approval or acceptance of the Goods by EMG.
10 THIRD-PARTY RIGHTS
The Supplier guarantees that the Goods and the sale of the same do not infringe or violate third-party rights. The Supplier undertakes to indemnify EMG and hold it harmless from any claim, complaint, damages, loss or cost deriving from the violation of third-party rights. The Supplier, at its own care and expense, if so required by EMG, shall take on the defence of EMG in the ambit of the afore-mentioned hypotheses.
Should the Goods be the object of legal action or claims of infringement of third-party rights, the Supplier, after consulting EMG, shall obtain the right for EMG to use the Goods, or modify or replace the Goods, so that such infringement may cease. Modification or replacement of the Goods shall not lead to any prejudice to the Goods as ordered nor to any prejudice of any kind to EMG.
11 DISCLOSURE PROHIBITION AND OWNERSHIP RIGHTS
All the written information regarding the Goods, provided by one Party to the other, on the operations of the Parties, their forecasts, know-how, specifications, procedures, as also all the technical and marketing information, documents and data, supplied in the ambit of a Contract, shall be treated confidentially and shall not be disclosed to third parties without the previous written consent of the Party to which they refer. This information shall be used exclusively for perfecting the Contract, or for the purpose of preparing offers or quotations for EMG. The obligations deriving from the present art. 11 shall remain in force for the period of three (3) years starting from the date of delivery of the Goods.
The industrial and intellectual ownership rights on drawings, samples and other documents that may be delivered by EMG to the Supplier belong to EMG.
12 FORCE MAJEURE
Neither of the Parties shall be responsible in the case of delayed or non-compliance in the execution of all or part of the Contract, should the cause of the delay or non-compliance be attributable to an event reasonably beyond the control of the Party, which could not be reasonably foreseen at the time of the Contract, nor could it have reasonably been avoided, including for example, but not exhaustively, general strikes, epidemics, floods, earthquakes, wars, seizures and civil disturbances.
The Party that claims the existence of a Force Majeure event shall provide proof to the other Party, notifying within five (5) days after the event that fulfilment of the Contract may be impossible or may suffer delay.
Should the effects of the Force Majeure last at most three (3) months, the Goods shall be delivered within six (6) months subsequent from the time at which the effects of the Force Majeure cease.
If the effects of the Force Majeure last more than three (3) months, the Party claiming Force Majeure may cancel the delivery of the Goods involved; otherwise it shall deliver the goods within twelve (12) months subsequent from the time at which the effects of the Force Majeure cease.
The Party that claims the existence of Force Majeure shall inform the other Party as soon as the effects of the Force Majeure cease.
Should the Supplier claim the existence of Force Majeure, EMG may resort to alternative suppliers.
EMG has in any case the right to withdraw from the Contract giving notice of fifteen (15) days should, due to changes in the economic situation or provisions by public authority or import charges or other factors, EMG lose the possibility of offering the Goods or the finished products deriving from the processing of the goods to the market to which they are destined, selling them at a fair price and which allows a reasonable profit to be made.
The Supplier shall stipulate and maintain in force all the insurance policies necessary to cover its own liabilities deriving from the Contract. The Supplier shall provide EMG with proof of the insurance stipulated.
The Supplier is not authorized to subcontract to third-parties any of its obligations without the prior written consent of EMG. This consent must not be denied or delayed without motive. Any form of subcontract shall be under the exclusive responsibility and to the cost of the Supplier. The Supplier shall be responsible for all and any actions and omissions of the subcontractors and shall keep EMG harmless from any prejudice suffered by EMG as a consequence of action or omission by the subcontractors.
The Supplier may not terminate or transfer the Contract or the rights and obligations deriving from the Contract (including the right to receive payments) without the prior consent of EMG. This consent must not be denied or delayed without motive.
16 COMPLIANCE WITH REGULATIONS AS REGARDS TRADE SANCTIONS
The Supplier declares that its business activities are carried out in compliance with applicable regulations regarding trade sanctions (the notion of which for the purpose of the present art. 16 is to be interpreted in a wide sense).
To this end, the Supplier declares and guarantees that:
- No goods, service and/or technology (to be interpreted in the broad sense) shall be supplied (to be interpreted in the broad sense and regardless of the legal form with which such supply will be made) in violation of applicable regulations regarding trade sanctions; and
- The goods, services and/or technologies(to be interpreted in the broad sense) are not destined (to be interpreted in the broad sense and regardless of the legal form with which such supply will be made) directly or indirectly, to a legal entity subject to trade sanctions or the supply to such entity of these goods, services and technologies (to be interpreted in the broad sense) constitutes a violation of applicable regulations regarding trade sanctions.
EMG may resolve the contract with the Supplier, pursuant to art. 1456 Cod. Civ. in the case of violation by the Supplier of the obligations deriving from the present article 16 of the GPC.
To identify the applicable regulations regarding trade sanction reference is to be made to the trade sanctions adopted in virtue of European Union legislation by the European Council.
17 SOCIAL AND ENVIRONMENTAL ISSUES
The following provisions define the principles and criteria that EMG’s Suppliers must respect regarding social issues and environmental sustainability.
In particular, adherence to human rights and workers’ rights as recognized internationally, prohibition of child labour and forced labour, observation and promotion of ethical sales conduct and adhesion to legal principles and environmental standards, as well as the protection of the environment with a view to prevention.
These provisions are based on standards internationally accepted by the United Nations Global Compact (https://www.unglobalcompact.org) and on the standards established by the United Nations International Labour Organization (“ILO”) (http://www.ilo.org).
The Supplier undertakes, and assumes the corresponding obligations, to respect the following provisions:
18 WORKING CONDITIONS/WORKING STANDARDS
- Salary and benefits, working hours
The remuneration and benefits paid by the Supplier to its employees must be paid in compliance with the basic principles regarding minimum wage, overtime and company benefits. The hours of work must conform to all applicable laws, to standards of the sector and corresponding ILO conventions. Overtime is voluntary and employees must be granted at least one (1) day of rest every six (6) consecutive working days
- Prevention of child labour
The Supplier guarantees that child labour, as defined in ILO convention no. 182, is not and has not been used in the production or processing of its products or goods (to be interpreted in the broad sense), also that the production or processing of these do not infringe any obligation deriving from the application of ILO convention no. 182 or any other applicable national or international regulations, the function of which is to combat child labour.
Moreover, the Supplier guarantees that its company, its suppliers and its sub-contractors have proactively effected measures to guarantee that the exploitation of child labour, as defined in ILO convention no. 182, is excluded from the production or processing phases of its products (to be interpreted in the broad sense). The Customer shall subject its subcontractors and their subcontractors to an obligation corresponding to the present art. 18.2 and shall carry out controls and verifications regarding this in order to ensure its respect. EMG shall examine the content of this obligation and the Supplier shall present proof of the measures adopted in virtue of the present agreement should EMG request it.
- Free choice of employment
The Supplier shall not employ any person against their will and shall not force anyone to work. Employees must be free to leave their employment with a reasonable notice. Employees shall not be required to hand over identification documents issued by government institutions, passports or work permits as a condition for having employment.
- Freedom of association, right to collective bargaining
The Supplier’s workers shall be able to openly communicate with company management regarding working conditions without fear of reprisals of any type (to be interpreted in the broad sense). The Supplier’s workers shall have the right to freely associate, join labour unions, seek representation and join a company trade union.
- Health and safety
As an employer the Supplier shall ensure health and safety at the workplace in compliance with national standards and shall promote continuous improvements in the work environment
19 STANDARDS OF COMPANY ETHICS
- Anti-corruption and compliance
In the ambit of its commercial relations with EMG, the Supplier is obliged to refrain from implementing, without exception, practices that may lead to criminal liability due to fraud, misappropriation, embezzlement, bankruptcy crimes, crimes infringing competition laws, guaranteed benefits, acceptance of benefits, abuse of office, acceptance of bribes or other corruption crimes by persons employed by the Supplier or by third parties. In the case of violation of the above, EMG shall have the right, pursuant to art. 1456 Cod. Civ., to resolve all existing Contracts with the Supplier and the right to interrupt all negotiations, without incurring liability of any kind. In addition to the above, the Supplier is obliged to comply with all the laws and regulations applicable both to itself and to business relations with EMG.
The Supplier guarantees that harassment or discrimination of employees in any form is unacceptable. This applies without limitations for sex, race, caste, colour, disability, trade-union membership, political affiliation, origin, religion, age, pregnancy, or sexual orientation.
- Safety and quality
All products and services shall be supplied in compliance with, and meeting, all the quality and safety criteria contractually established and may be used safely for the purposes for which they are destined.
20 GENERAL STANDARDS RELATING TO ENVIRONMENTAL SUSTAINABILITY
Environmental Responsibility, Environmental Performances of Production Operations and Products and services
The Supplier undertakes to adopt and maintain in operation a system of integrated environmental protection, which tackles environmental problems from the first stages of the production cycle, assesses in advance the environmental impact of production processes and products and integrates these assessments in company decisions. In this context, production processes and products and services are designed using holistic principles to make them compatible with the environment and using resources as sparingly as possible.
As regards the protection of the environment, the Supplier shall act according to precautional principles, shall take the initiative to ensure the promotion of greater environmental responsibility and shall sponsor the development and dissemination of technologies respecting the environment. In all the phases of the production cycle, the Supplier shall guarantee a high level of environmental protection.
All and any taxes and/or duties and/or charges of any kind relative to the object of the present GPC and of any other applicable Contracts are charged to the Supplier.
22 COURT OF LAW AND APPLICABLE LAW
Sole jurisdiction for all and any controversy deriving from the present GPC and any other Contract existing between EMG and the Supplier, shall be with the Court of Cremona (Italy).
The GPC and any other Contracts existing between EMG and the Supplier shall be governed exclusively by Italian law.
23 SAFEGUARDING CLAUSE
The present GPC have been expressly referred to and negotiated by EMG in the course of negotiations with the Supplier as well as in the Contract with EMG, and the Supplier has expressly adhered, also tacitly, to the present GPC also by accepting the Contract with EMG, not applying, therefore, arts. 1341 (“General contract conditions”) and 1342 (“Contract concluded through forms and templates”) of the Cod. Civ.
24 CALCULATION OF TIME LIMITS
For the calculation of time limits as per the present GPC the provisions of art. 1187 Cod. Civ. are observed, unless otherwise provided in the GPC.
25 EXPRESS TERMINATION CLAUSE AND LIABILITY
Non-compliance on the part of the Supplier with any of the obligations contained in the present GPC shall constitute cause for termination of the Contract between the Parties pursuant to art. 1456 Cod. Civ., with nothing due to the Supplier on the part of EMG.
In particular, merely as an example and not exhaustively, reference is made to the non-compliance with the Supplier’s obligations provided in the arts. 2 (Scope of application and termination of the Contract), 3 (Payment and payment conditions), 4 (Safety), 5 (Transfer of ownership and risks), 6 (Shipping, packaging, delivery times and conditions), 7 (Acceptance and inspections), 9 (Guarantees and claims), 10 (Third-party rights), 11 (Disclosure prohibition and ownership rights), 12 (Force majeure), 13 (Insurance), 14 (Subcontract), 15 (Termination), 16 (Compliance with regulations regarding trade sanctions), 17 (Social and environmental issues), 18 (Working conditions/Working standards), 19 (Standards of company ethics), 20 (General standards relating to environmental sustainability), 21 (Taxes), 25 (Express termination clause and liability) and 26 (Validity).
In the case of the invalidity and/or ineffectiveness and/or inapplicability, wholly or in part, of any of the provisions of the GPC, the other provisions of the GPC remain wholly valid, effective, and applicable and the Parties, in accordance with the principles of correctness and good faith provided in arts. 1175 and 1375 Cod. Civ. undertake, as from now, to re-negotiate the clause that has become invalid and/or ineffective and/or inapplicable and try to draw up provisions aimed at pursuing the legal wishes and economic aims that the Parties had set themselves with the clause that has become invalid and/or ineffective and/or inapplicable.
Should such re-negotiation not be possible, not happen or not be concluded within fifteen (15) days from the date of identified invalidity and/or ineffectiveness and/or inapplicability, the provisions as per the applicable law indicated in art. 22 of the present GPC shall be applied.