1. DEFINITIONS
In this document, the General Terms and Conditions of Purchase of goods and/or services will hereafter be referred to as “Terms and Conditions”. The following terms will be applied with the following meanings: i. “Order” means the Purchasing Order document issued by GOMA Elettronica to order goods and/or services from the Supplier; ii. “GOMA” or “the Buyer” will hereafter mean GOMA Elettronica; iii. “Supplier” will hereafter mean the company of firm that has received the “Order” from GOMA to supply goods, products and/or services; iv. “Information” means all the technical project designs, drawings, technical specifications, documents and/or any other item property of GOMA and/or of its customers that will be given to the Supplier for the realization and/or for the design of goods and/or services.
2. ORDERS
These “Terms and Conditions” are to be considered integral part of all purchasing “Orders” issued by GOMA to the “Supplier”. The Order comes into effect, and is considered concluded, when the “Buyer” receives the “Supplier” ‘s confirmation with the full acceptance of the “Order”. The confirmation must be received in writing within seven (7) calendar days from the date of receipt of the Order. Should the Supplier fail to reply within this time, and in the absence of an express written refusal, the Order will be considered tacitly accepted by the Supplier, and the contract will be completed. All differences or changes to the content of the “Buyer” ‘s “Order” contained in the “Supplier” ‘s order confirmation will not be considered valid, unless approved in writing by the “Buyer”. The “Buyer” reserves the right to modify its “Order” upon notice to be sent within a reasonable, and before the execution of the “Order”.
3. PRICE AND INVOICES
All prices of goods/services are the prices stated on the Order. Any change or increase of prices and costs will not be accepted unless previously agreed with GOMA in writing. Payment shall be made upon receipt of a valid and correct invoice and according to the terms and conditions described in the “Order” and previously agreed with the Supplier.
4. TRADE COMPLIANCE
On every “Order” confirmation and invoice, the “Supplier” must always report Customs Code information, Non-Preferential Origin information, and the ECCN (Export Control Classification Number) code in case of dual-use goods. The “Supplier” must inform GOMA about the existence of any restriction related to government export regulations, and will provide support with any necessary customs clearance, import/export licenses and exemptions.
5. DELIVERY
“The Supplier must deliver all goods, products and/or services to the address specified in the Order. GOMA reserves the right to refuse a partial delivery, even in case of divisible goods and services, unless otherwise stated, agreed and reported in writing in the Order. The goods shall always be delivered together with the Declaration of Conformity, test documentation when required, and all other documents specified in the “Order”. With regard to the supply of raw material a certificate of analysis (COA) will always be required for each lot of material supplied, together with the division and identification of all the lots. All documents must be sent to quality@GOMA.it
In all cases, the goods must be accompanied by their Documents of Transport drawn up in compliance with the regulations in force. All Transport Documents must clearly indicate date and number of the Order, GOMA P/Ns listed in the same sequence position as in the Order, and will have to specify whether the shipment in object regards the total or partial execution of the Order itself. In the event of changes to the technical specifications of the goods, the Supplier must inform GOMA immediately and receive approval to such changes before the goods are shipped. If GOMA does not accept the changes, GOMA may, at its sole discretion, cancel the Purchase Order, without incurring into further costs, expenses or obligations of any kind.
The delivery dates indicated on the Buyer’s Purchase Order are to be considered peremptory and essential pursuant to Article 1457 of the Italian Civil Code. With the exception of event of force majeure, failure to meet the delivery dates will entitle the Buyer to terminate the contract, in part or in full, without incurring into further costs, expenses or obligations of any kind for the Buyer, without prejudice to compensation for damages and burden charges by the Supplier.
6. PACKAGING
Goods must be properly packaged and delivered in perfect condition. All packages, and all the goods inside each package must be labelled with GOMA’s part number and – where applicable – the Supplier’s serial number of the product. It is assumed that the Packaging costs are included in the price of the material/goods, unless otherwise stated.
7. QUALITY REQUIREMENTS
With relation to the goods and/or services offered, the “Supplier” shall warrant:
i. that the goods delivered correspond to the description, characteristics and quantities indicated in the purchase “Order, in all its attachments and technical specifications.
ii. that any special process will be carried out at certified facilities, and by personnel in possession of the necessary qualifications.
iii. to have a quality system in place suitable for the activities and sector in which it operates. The minimum requirement is that the quality system shall comply with ISO 9001. Moreover, in order for the Supplier to be inserted in GOMA’s “vendor list”, they must agree and accept the right of GOMA to audit the Supplier when required by GOMA and according to the procedures, times and methodologies defined by GOMA .
In the “Orders”, GOMA will specify any SPECIFIC REQUIREMENTS applicable to the supply and additional to the general conditions. Such requirements might also come as a consequence to the requests made by GOMA’s clients. Among these, the following may be required:
A. RIGHT OF ACCESS: the “Supplier” shall agree to grant right of access, upon notice, to GOMA, its Customers and to the Authorities to all the relevant areas of all its production and commercial sites involved in the supply chain of the execution of the “Order. All access limitations must be explicitly stated and justified.
B. FLOW DOWN REQUIREMENTS EN9100-ISO/TS22163. The “Supplier” shall:
i. use third party suppliers designated or approved by GOMA;
ii. notify GOMA, in advance, of all changes in the process, product, and supply chain;
iii. promptly notify GOMA of the non-conformities identified on processes, products, goods and/or services and implement the necessary containment/corrective actions; in the event that the non-conformity is found on a delivered item (Quality Alert), GOMA shall be alerted within 24 hours of detection.
iv. Apply the same minimum requirements received from GOMA to all its suppliers (flow down);
v. Provide test samples for project approval, verification, investigation, or audit when requested;
vi. retain all information and order documents, for a minimum of 10 years unless otherwise stated.
vii. ensure that all individuals are aware of their contribution to the product/service conformity and safety.
C. CERTIFICATE OF CONFORMITY: an Order Certificate of Conformance (CoC) must be submitted for all those supplies needing to show a direct traceability between the order and each of the materials delivered.
The Quality documents requested in the Order is to be considered as an integral part of the supply. Its absence can determine a suspension of payments. The required documents must be anticipated by email to quality@GOMA.it
8. WARRANTY
The “Supplier” expressly warrants that all goods/services supplied will be free from faults and defects and will conform to the technical specifications and requirements set forth in the Order, and that the Goods supplied to the “Buyer” will function properly for a minimum of twenty-four (24) months from the date of reception of the delivery unless otherwise agreed in writing by both Parties. The Supplier agrees to ensure that the remaining life of all products subject to an expiry date will be, at the time of delivery, the equivalent to the two-thirds of its total life. During the warranty period, the “Buyer” shall notify the “Supplier” in writing of any defect or malfunctioning of the goods. The “Supplier” shall promptly replace or repair the goods at its own expenses. The “Supplier” shall guarantee that all replacements, repairs or corrections made during the warranty period will be protected by the same warranty of the product and for the same duration, or, in any event, for at least six months. Should the “Supplier” fail to replace or repair the goods or to correct the defect or malfunction, the “Buyer” shall have the right, at its sole discretion, to replace, repair or correct the goods or to have a third party to do so, and to charge the Supplier with all the costs and damages he incurred, or to obtain a full refund from the “Supplier” for the price paid to return the goods, without prejudice to any greater damages. Should the “Buyer”, its Customers or any competent Authority decide to recall from the market any product or part of the product supplies because of faults and/or malfunctioning of any kind that can be ascribed to the defectiveness of the goods, the “Supplier” shall compensate the “Buyer” for any damage suffered, including any damage to its image, and in addition to any expenses and/or costs incurred.
9. ACCEPTANCE, INSPECTION AND REJECTION
Unless otherwise agreed in writing by the parties, the transfer of title shall take place upon arrival of the goods at the place of destination indicated in the “Order”. The transfer of risk shall take place in conformity with the INCOTERMS rules in force and applicable to the supply. The “Buyer” may perform a quality and quantity control upon receipt of the supply and shall be entitled to reject all goods that do not conform with the Order and/or with the applicable technical specifications and requirements. The Supplier shall be notified in writing of the non-acceptance of the Goods. Pursuant to art. 1495 of the Italian Civil Code, the “Buyer” shall be entitled to report faults and defects of the supply within thirty (30) days starting from the moment of the arrival of the delivery if the faults, defects and malfunctioning are obvious and immediately visible, or from the moment of the discovery if hidden. The supply found to be non-compliant both for quality or in quantity, and not accepted by the “Buyer” shall be collected by Supplier, at its sole care and expense, within seven (7) calendar days from the receipt of the notice of non-acceptance and immediately replaced with compliant goods. Upon expiration of the aforesaid period, goods shall be returned by the “Buyer” to the “Supplier” at the “Supplier” ‘s expense. Acceptance of the Goods shall in no way limit the warranties set forth in Article 8 here above.”
10. COUNTERFEIT GOODS
The “Supplier” guarantees that all goods/services supplied are new and free of counterfeit parts, and that they will be supplied with all the documents necessary to authenticate their traceability to the original manufacturer. GOMA reserves all contractual rights and claims for damages resulting from disputes and negative impacts due to the Supplier’s use of suspect or counterfeit parts.
11. INSURANCE
The “Supplier” undertakes to take out a product liability insurance policy with a major insurance company, and agrees to provide the insurance documentation to the “Buyer” upon request.
12. OBSOLENCE
The Supplier shall inform and notify GOMA in writing of any actual or potential obsolescence problems regarding any of the items included in the “Order”. All costs due to obsolescence problems that will arise during the execution of the Order shall be borne entirely by Supplier.
13. CONFIDENTIALITY
The “Supplier” shall safeguard and keep confidential any and all the technical and commercial information regarding GOMA, its clients and suppliers that he might have obtained or be provided with by the “Buyer” during and in connection with the execution of the contractual relationship under the “Order” agreement. The “Supplier” shall safeguard the information with utmost care, and shall not transmit any of its contents to third parties. All information shall be returned to GOMA upon request and/or following the “Order” execution, termination and/or cessation/interruption for any reason. Any violation of the above-mentioned clauses represents a serious breach of contract for which GOMA reserves the right to terminate the “Order” immediately, and to give rise to a claim for damages against the “Supplier”.
14. INTELLECTUAL PROPERTY
The Supplier warrants that the Goods and any part of the Goods supplied shall not infringe any patent, license, industrial design or model, copyright or any other intellectual and industrial property rights of any third party. The Supplier warrants that he shall have full rights to use, manufacture and sell the Goods and that the Buyer shall have full rights to use and resell such Goods. The Buyer shall be indemnified and hold harmless against any claim or action and/or recourse for infringement of third party intellectual or industrial property rights.
15. MATERIAL
The materials and/or the equipment supplied/contracted by GOMA to the Supplier for the design and/or the production of goods shall remain the exclusive property of GOMA or of its customers and may be used exclusively for the execution of GOMA’s Orders. In relation thereto, the Supplier agrees to inspect the material upon receipt, and to report immediately any damage and/or malfunctioning during use. The supplier is also required to store the material with utmost care and to return it to GOMA upon request.
The Supplier shall compensate GOMA for any losses or damages occurred to materials/equipment owned/entrusted by GOMA, occurring during their period of storage under the Supplier’s possession, custody or control.
16. ENVIRONMENT, HEALTH AND SAFETY, SOCIAL RESPONSIBILITY, PRIVACY
The Supplier declares that he has read, acknowledges and accepts GOMA’s “Code of Ethics”. In the execution of the Order, the Supplier shall act in full compliance with the principles contained in the Code of Ethics. In particular, the Supplier shall undertake to
i. guarantee an ethical employment of its workforce, applying regulations that reject any form of exploitation or discrimination of the individual;
ii. refuse any form of bribery and corruption;
iii. always adopt solutions respectful of the environment and of the health and safety of people.
All supplies must conform to the provisions of the Legislative Decree 81/2008, and to all the subsequent environment and employees’ protection laws and regulations, both Italian and of the European Community. The “Supplier” undertakes to comply with the obligations contained in the EU Regulation 2017/821 which establishes obligations of diligence in the supply chain of the importers to the European Union of minerals, originating in conflict or high-risk areas (so-called CONFLICT MINERALS). Upon request, the “Supplier” shall provide all necessary information to prove that he operates in compliance with REACH and ROHS III, where applicable. In the absence of any indication to the contrary, the products shall be assumed to comply with the aforementioned regulations. MSDSs, and any updates thereof, must be sent via email to quality@GOMA.it. GOMA and the “Supplier” mutually acknowledge the fact that each will treat the other party’s personal data in compliance with the provisions of the current legislation on protection of personal data, that will be used for the sole purpose of executing the contract and for those purposes required by the law as described in the Legislative Decree 196/03, and in its subsequent amendments.”
17. CANCELLATIONS
The “Buyer” may always cancel in whole or in part an “Order” prior to receipt of order confirmation and/or upon receipt of an order confirmation with delivery dates of more than three weeks after the delivery dates stated in the “Supplier” ‘s offer. GOMA shall always be entitled to cancel an order in case of delay in the delivery of more than five weeks after the date confirmed by the “Supplier” on its order confirmation. GOMA reserves the right to cancel a purchase “Order” in whole or in part at any time. Upon receipt of a written notice, the “Supplier” shall suspend all activities related to the execution of the “Order”. As a consequence of the right of withdrawal, nothing will be owed to the “Supplier” by GOMA except for the Supplier’s right to claim compensation for the services performed up to the date of receipt of the “Order” cancellation request. All claims for compensation will have to be duly documented. In the event that the “Supplier” violates or fails to comply with one of the obligations, commitments and guarantees of these “Terms and Conditions”, and in the event of the “Supplier” being placed under liquidation or subject to any insolvency procedure GOMA may terminate by means of written notice and with immediate effect all “Orders” in progress with the “Supplier”, pursuant to and for the purposes of art. 1456 of the Italian Civil Code. In any case, the Supplier shall be liable for all damages deriving from the violation and failure to comply with any of his obligations.”
18. INDEMNITY
The “Supplier” shall indemnify and hold GOMA harmless from and against any claim for damages, compensation, costs and/or expenses that might arise in relation to the execution of the “Orders”.
19. GOVERNING LAW AND JURISDICTION
The “Terms and Conditions” of this agreement and all the “Orders” shall be governed by the Italian laws. The Court of Turin shall have exclusive jurisdiction over any dispute arising from the interpretation or execution of these “Terms and Conditions”.