1.1. These General Terms and Conditions of Purchase are part of every purchase contract signed between CMZ Srl (from now indicated as ”Buyer”) and a supplier of components/products (from now on as “Supplier”). All conditions different from the underwritten ones will have no effects unless they are not agreed by both parties 
1.2. The General Terms and Conditions of Purchase apply even if they not expressively recalled and undersigned in every purchase order (from now on Order) sent by the Buyer 
1.3. The General Terms and Conditions of Purchase shall apply until they are not expressively cancelled or replaced by new conditions by the Buyer.
1.4. The General Terms and Conditions of Purchase shall not bind the Buyer to send the Supplier Orders in the future.
2.1 The Supplier shall notify the Buyer about the Order acceptance within 5 working days from the receipt of the Order sending a signed copy to the Buyer. Beyond this term the Order will be considered as accepted in all its parts 
2.2. All prices written in the order shall be considered as fixed and are not subjected to any variation. They also include all packaging costs for the delivery, unless otherwise specified in the Order
2.3 The Buyer reserves the right to modify the delivery date stated in the order with at least 7 days’ notice without any extra charge.
3.1. All sales invoices issued by the Supplier shall state i) Order Number, ii) Material Code, ii) Number of the Transport Document, iv) Product Quantities, v) Unit and Total Price, vi) VAT No, vii) Origin of the Goods.
3.2. Invoicing will be accepted only as a summary of the monthly documents.
4.1. All products shall be delivered by the Supplier within all dates and in the places stated in the Order. All agreed delivery terms are compulsory and only at the Buyer’s convenience. Therefore, the Supplier shall deliver its products at the date stated in the Order and not earlier unless it is not expressively required by the Buyer.
 4.2. The Buyer shall refuse all products delivered before the agreed date and resend them to the Supplier at their own expenses. If the buyer decides to accept the delivery all payment terms will be valid from the date written in the Order.
4.3. All products shall be accompanied by the transport Document with the detailed indication of: i) Order No, ii) Material Code, iii) Unit of Measure, iv) Quantities, v) Number of Boxes, vi) Weight and vii) Origins of the Goods. Upon the Buyer’s request the Supplier shall give the CE Declaration of Conformity to all applicable directives ad Regulations.
4.4. Unless otherwise agreed between the parties, the risk for damages and/or loss of the products will move from the Supplier to the Buyer only when the goods will be unloaded at the place stated in the Order. Therefore, the risk of perishing and/or breakdowns shall be charged to the Supplier even if the forwarder is chosen by the Buyer. The Supplier shall be responsible also for the eventual damaging and/or loss of the products after the delivery if they are due to lacking or defective packaging.
5.1 The supplier shall provide products in a workmanlike manner and in accordance with the technical specifications of the Order as well as to with the current norms in force.
5.2. The acceptance of the products delivered to the Buyer shall not represent any acknowledgement of their conformity with respect to the Order even if there are eventual evident damages. Therefore, the Buyer shall not be committed to unpack the products at the Order acceptance. In every case the products received by the Buyer shall be considered as accepted under reserve of the quantities and the quality, which can be claimed even after the terms written in the Italian Civil Code and the claim shall not occur after 2 months after the delivery. 
5.3. All payments shall be carried out only if the delivery will occur within the agreed terms and the products are not affected by either defects nor dissimilarities. 
5.4. If the products are imported from Extra-EU countries the Supplier shall guarantee to have fulfilled all customs, administrative and other duties 
5.5. The Buyer shall refuse all deliveries that do not comply with the Order quantities and invoicing all costs to the Supplier  in accordance with the article No 7.3.
6.1. Unless otherwise specified, the labels on the packaging shall state: i) Buyer’s item code, ii) Manufacturer’s code, iii) Quantities, iv) Order/Purchase Contract No, v) Batch No.
6.2. All boxes shall be singularly identified with labels with the required data clearly readable and possibly with bar codes in CODE 128 and CODE 39 format.
7.1. Unless otherwise specified, the Supplier shall guarantee the good functioning of the products for a period of 24 (twenty-four) months starting from the delivery date. In any case the article 1490 and its subsequent subparagraphs shall apply 
7.2. If the products are defected or lack of the requested technical features stated in the Order, the Buyer shall : i) refuse the products and sending them back to the Supplier at its own expenses and consequently the Supplier shall give the Buyer a refund; ii) ask the replacement or the substitution/free reparation of all lacking/defected products invoicing the Supplier all expenses for pick up, maintenance or replacement; iii) ask for a price reduction. If it is possible and under the Buyer’s request, the warranty shall be valid also for the products that have already been sold and delivered to the Buyer’s customers. Anyway, the Buyer’s right to claim for a refund for the damages is reserved.
7.3. All expenses for the returning of the defected products will be at the Supplier’s expenses; all defected or not complying products will be transported, moved and stored at the Supplier’s risk and expenses
7.4. From the replacement/reparation date will start a new warranty period of other 24 months
7.5. The Supplier shall also guarantee that the delivered products are free from pawn or any other personal or real warranty as well as rights of domain.
7.6. The Supplier shall free the Buyer from every responsability of damages caused to third parties due to damaged products. The Supplier shall also declare to free the Buyer from any cost subsequent to claims or compensations made by Third Parties related to damages arised after using the product, including all costs for any juditional or extrajuditional procedure against the Buyer.  
The Supplier shall notify the Buyer on time and in writing his intention to modify the production process and/or moving the place of manufacturing of the product and/or the materials and /or changing his own suppliers. 
The Supplier shall guarantee that its products do not violate any patent nor copyright or other industrial and intellectual proprerties of third parties and he shall commit to hold, free and compensate the Buyer against every inquiry, request damage or burden derived from claims of third parties.
10.1. The Supplier shall carefully and confidentially keep all drawings, samples and/or other documents given by the Buyer and give them back at end of the contract and whenever the Buyer requires them. The Supplier shall not use and duplicate them for other purposes that differ from the current supply relationship with the Buyer
10.2. The Supplier shall keep records of all test results of all products manufactured by him or his own suppliers and he shall be able to show them upon the Buyer’s request. The Supplier shall keep these records for at least 3 years 
10.3. In case of legal or extrajudicional dispute the Supplier shall keep all documents stated at the point 10.2 for more than 3 years and until the end of the dispute
10.4. The Supplier shall keep all Buyer’s moulds and equipment (from now on “Moulds”), which are located at his premises for production purposes only.
10.5. All ordinary and extraordinary maintenance is at the Supplier’s expenses.
10.6. The Supplier shall insure all Moulds against theft and fire at his own expenses.
10.7. At the end of the supply relationship or upon the Buyer’s request, the Supplier shall return the Buyer all Moulds and their parts.
10.8. The Supplier shall refund all direct and indirect damages attributable to him derived from possible damages and/or breakings of the Moulds.
11.1 Even after the end of the supply agreement, the Supplier shall not use directly, indirectly or through a third party, body or society nor reveal all information and data conveyed by the Buyer or emerged in every form (written, oral, electronic, through direct view or other means) after the agreement) especially the Buyer’s technical data, products, production processes carried out during the contract term.
11.2. All duties written in the caluse above apply also to all Buyer’s reserved information.
The Buyer shall visit the Supplier’s premises with prior notice to assess the organization of the production processes (plants, workforce, material acceptance, processing, tests, logistics etc.).
Buyer’s name and logos can be used as a reference by the Supplier only under the Buyer’s written authorisation.
14.1For any delays in the delivery that do not cause stop lines the Buyer will charge the Supplier a penalty of 1% of the Order total amount for every week or weekdays of delay and up to 5% of the total amount from the 8th day of delay in the delivery
14.2 If the delay in the delivery cause stop lines, the Buyer will charge the Supplier a penalty of 1.000 euros/line/day.
14.3 If the products have dissimilarities that cause a selection/reprocessing/reparation the Buyer will charge the Supplier with 30 euros/person/day 
14.4 For the opening and technical-administrative management of the non-conformity practice the Supplier will be charged with 50 euros.
14.5. All penalties will be either charged to the Supplier or detracted from the supply invoices according to the amounts of the penalties.
14.6. Without prejudices the Buyer shall sue for further damages.
14.7 In case delivery delays will force the Buyer to choose another supplier the Order can partially or totally cancelled with a written communication and free of further charges. 
The safety data sheet about consumables and dangerous and non-dangerous materials/substances shall be given by the Supplier to the Buyer to get information on the dangers of chemical substances or preparatives present in the supplied products. The sheet must be given before or at the first supply and whenever the Buyer requires it. 
The sheet can be in paper or electronic format an comply with all regulations stated in the attachment of the DM of April 4th  1997 and subsequent amendments and ammenda and it shall be written in Italian as well as report the date of issue and eventual updates  .
The Supplier shall notify the Buyer about all substances present in the products and their concentration. In particular the Supplier shall provide an adequate communication (certification) to show that the Supplier has already fulfilled all duties foreseen by the CE directive No 1907/006 (REACH) and the EU directive 2011/65 (ROHS II) and the subsequent modifications and amendments. The Supplier shall also inform the Buyer about eventual technical changes of the supplied products. 
17.1. On his  own responsibility and subject to the Buyer’s prior authorization the Supplier is allowed to assign all or part of the production to third parties,  and he shall provide strict compliance of the third parties of the duties and obligations of the Order and the General Conditions of Purchase. These subjectes shall not sign any Contract with the Buyer; therefore the Supplier shall be the only and exclusive responsible for the correct fulfilment of the Contract.
17.2. Having due regard to the fiduciary relationship of the Contract, the Buyer shall l’Acquirente si riserva la facoltà di recedere, con effetto immediato, dal contratto qualora accertasse che il sub-appaltatore incaricato dal Fornitore non disponga dell’esperienza, delle competenze, dell’idoneità tecnico professionale, delle attrezzature, del personale, delle tecnologie necessarie.
In derogation from the articles 1260 and following of the Italian Civil Code, all credits received from the supplies shall not be given to any third party.
19.1. The General Conditions of Purchase are subjected and shall be interpreted in accordance to the Italian norms. with the exclusion of any other norm.
19.2 All controversies that may arise on these Purchase Contracts will be subjected to the Italian law and referred exclusively to the Court of Treviso (Italy).