Terms of purchase

White U S.r.l.

GENERAL TERMS OF PURCHASE

DEFINITIONS

1. In these General Terms (as defined hereunder) the following terms have the meanings ascribed to them as follows:
  1. Order: A written request and/or a written order issued by the Purchaser and sent to the Supplier by post or internet electronic file transfer, containing the binding request to acquire the Products which sets forth the specific terms and conditions for the purchase and which fully incorporates these General Terms, the Specifications and any specific Contracts/written agreements between the Parties;
  2. Contract: either: (I) the Order which includes the Specifications and the acceptance of the same by the Supplier, whether expressly or by conduct implying an intent (such as, by way of example and not of limitation: if the Supplier starts execution), without modifications, exceptions and/or conditions of any kind, except as agreed in writing between the Parties and/or (ii) a specific contract/written agreements between the Parties that include the Specifications and these General Terms;
  3. General Terms: These General Terms;
  4. Party/Parties: the Purchaser and/or the Supplier;
  5. Price: the amount stated in the Contract that the Purchaser shall pay to the Supplier as the all-inclusive consideration for the Products, including safety costs and net of VAT and any other applicable taxes;
  6. Provision(s) of Law on Safety and Environmental Protection: any provision sanctioned by Provision of Law that the Supplier is obliged to comply with and implement in relation to its employees concerning: (i) the workplace safety and accident prevention regulations in force in the Country of the Supplier and (ii) legislation on the environment and the prevention of pollution caused by industrial activities;
  7. Provision(s) of Law: All laws and regulations in force at the time of signature of the Contract and applicable throughout its period of performance, therein including, but not limited to any applicable Provision of Law on Safety and Environmental Protection;
  8. Purchaser: means White U S.r.l. with registered office in Via Martiri della Libertà 44, 35010 – Trebaseleghe (PD), VAT code 05201340287;
  9. Quality Standards: the minimum standards of quality, efficiency and cost-effectiveness of Products as specified in the Contract, which the Supplier must comply with throughout the term of the Contract;
  10. Product(s): the products of the Supplier under a specific Contract and specifically identified therein;
  11. Specifications: all contract documents prepared by the Purchaser on the qualitative, technical, functional and reliability characteristics of requested Products, including technical and quality standards, guidelines and similar documents prepared by the Purchaser in relation to;
  12. Supplier: means the company or other entity subscribing these General Terms and/or a separate Contract for the supply of the Products and/or to which an Order is addressed by Purchaser.

SCOPE OF THE GENERAL TERMS
1. The purpose of these General Terms is to establish the terms and conditions that, together with the specific conditions set out in a relevant Contract, if any, shall govern the purchase of Products. These General Terms, as supplemented by a specific Contract, if any, contain the only terms and conditions under which the Purchaser intends to purchase the Products from the Supplier.

2.3. Any of the Supplier’s general conditions for performance, any terms and conditions set out in the offer or Order acceptance or other documents submitted by the Supplier shall not apply and shall in no case be considered an integral part of these General Terms and/or the Contract. The Supplier expressly waives the right to assert such other terms and conditions, unless written acceptance thereof is given by the Purchaser.

1. These General Terms shall enter into force and effect starting from the date on which the Supplier signs them and shall apply to any Contract already in progress at that date or, if concluded subsequently, that expressly refers to these General Terms.

AUTONOMY AND INDEPENDENCE OF THE SUPPLIER
1. By entering into the Contract, the Supplier represents and warrants the following:
  1. that the Products shall be produced and distributed according to industry standards and with the diligence required by their nature;
  2. that it has carefully assessed and accepted: (i) the specific quality, technical, service and reliability specifications/standards required by the Purchaser pursuant to the Contract, and (ii) its ability to perform the Contract in full compliance with these General Terms and the Contract itself;
  3. that at the time of entering into the Contract, it is in possession of all licenses and/or administrative authorizations necessary for the performance of the activities subject to the Contract;
  4. that it owns: (i) adequate personnel in terms of numbers, experience and technical knowledge, (ii) facilities/equipment that meet the requirements established by Provisions of Law on Safety and the Environment, with technical specification/standards adequate to the specific nature of the Products and the workplaces in which they are to be used, and (iii) all resources, including financial resources, necessary for the performance of its activities;
  5. that it is solely liable for its methods of organization, using its own means and resources for the performance of the Contract, without any relationship of employment and/or subordination to the Purchaser;
  6. that at the time of entering into the Contract, it was aware of all the technical and safety information indicated in the Contract that are necessary for the performance of the activities under any Contract, and that it undertakes to act in accordance with said information and the Provisions of Law;
  7. that it shall provide and update all documents necessary and/or useful to the Purchaser to assess the technical/professional skills of the Supplier (including, by way of example and not of limitation: safety costs, the number of injuries to workers in the last three years, etc.);
  8. that it ensures that its employees shall receive remuneration not less than that established by any applicable contractual provisions of a collective nature and to scrupulously comply with all the obligations and duties arising from such agreements;
  9. that it guarantees to the Purchaser that all legal, economic, insurance, social security and contractual charges, and charges of any other nature arising from the employment relationship with its personnel and its third party collaborators, are and shall remain its own full and sole responsibility.
2. During the term of the Contract, the Supplier undertakes to provide the Purchaser with all information of a financial nature that the Purchaser may reasonably request in order to assess and monitor the continuous ability of the Supplier to perform the Contract correctly and within the established deadlines, therein expressly including approved and, where possible, audited financial statements.
3. The Supplier shall cooperate with the Purchaser and with its employees, representatives and consultants in order to comply with any reasonable instruction, request or direction that the Purchaser may issue in relation to the Contract.
4. Any conduct on the part of the Supplier that does not conform to the above representations and warranties: (i) shall not in any manner exempt the Supplier from any liability established in these General Terms and/or in the Contract, and (ii) shall give rise to an obligation on the Supplier to hold the Purchaser harmless from any damage that may arise from the Supplier’s failure to fulfill its representations and warranties.
5. The Supplier recognizes and acknowledges that compliance with the provisions of this Article 3 constitutes an essential condition for the Purchaser to enter into the Contract and consequently that the Purchaser may suffer damages, losses, costs and expenses as a result of any whatsoever breach of its obligations pursuant to this Article 3.

OBLIGATION OF THE SUPPLIER TO COMPLY WITH PROVISIONS OF LAW ON SAFETY AND THE ENVIRONMENT
1. The Supplier undertakes to comply with the Provisions of Law on Safety and Environmental Protection.
2. Unless otherwise agreed by and between the Parties, during the execution of the Contract, the Supplier shall, at its own risk and expense, dispose of the waste generated by its activities, as the producer of such waste, in accordance with applicable Provisions of Law on Safety and Environmental Protection.

SERVICE LEVEL, QUALITY STANDARDS AND PENALTIES
1. 1. It is the obligation of the Supplier to perform the Contract in accordance with: (i) the Contract itself, (ii) the Specifications, and (iii) the Quality Standards defined in the specific Contract, in accordance with all Provisions of Law.
  2. For the entire period of validity of the Contract, the Purchaser shall have the right to inspect – even by means of professionals and third parties in general – the Products, the Quality Standards, the compliance with the Specifications, without prior notice and if necessary also accessing the Facilities of the Supplier.
  3. If as a result of the inspections carried out, the Purchaser ascertains that the Products are not compliant with industry standards, the Quality Standards and Specifications and/or the terms of the Contract and these General Terms, the Purchaser shall send a written notice to the Supplier providing a reasonable period not exceeding 7 (seven) days, (hereinafter “Grace Period 1″), to remedy the cause of irregularities/deficiencies/anomalies ascertained (hereinafter the ‘”Anomaly”).
  4. Upon the expiry of the Grace Period 1, if the Anomaly has not been remedied, the Purchaser shall grant the Supplier an additional period of 20 (twenty) days, (hereinafter “Grace Period 2”) to remedy the Anomaly having the right to apply a penalty of 1% of the total Price of the Products the Anomaly refers to, for each day of delay with respect to Grace Period 1. Upon the expiry of the Grace Period 2, if the Anomaly has not been remedied, the Purchaser reserves the right to terminate the relevant Contract, without prejudice to any right to seek payments and indemnification for greater damages, losses, costs and expenses. In such cases, except as provided below, the Purchaser shall not be required to grant the Term pursuant to terms and conditions below and the termination shall be effective from the date of dispatch of the notice by the Purchaser indicating its intention to terminate the Contract as set forth by this Article 5.
2. The penalties established in this Article 5 shall be subject to financial compensation between the Parties.

LIABILITY OF THE SUPPLIER
1. The Supplier shall be liable for any damage caused, directly or through its employees, agents or third party subcontractors or in any way caused to the Purchaser, its employees, third parties and/or property during the execution of the Contract.
2. The Supplier undertakes, in any case, to hold the Purchaser harmless, paid and indemnified from any and all claim of any nature, made by whomsoever, against the Purchaser arising from the acts, facts or omissions indicated above.

PRICE

The Price shall be indicated in the specific Contract and shall be understood as fixed and not subject to change.

TERMS OF PAYMENT AND INVOICING
1. The Purchaser: (i) undertakes to pay the Price to the Supplier following receipt of the relevant invoice, according to the terms of payment set forth in the specific Contract, (ii) is entitled to the financial compensation of any amount due to the Supplier at any time against amounts due by the Supplier to the Purchaser for any reason whatsoever, and (iii) is entitled, in the event of failure by the Supplier to fulfill any of its obligations, to suspend payment of portion of the Price as may be due, notifying the Supplier in writing of any such suspension.
2. When invoicing the Price, or part thereof, the Supplier must include in the relevant invoice(s): (i) the number of the Contract, (ii) the date of the Contract, and (iii) any further information required for this purpose in the Contract.
3. Each payment made by the Purchaser shall not constitute acceptance or the Products nor recognition of the fact that the Supplier has adequately and correctly performed its obligations under the Contract.

NO ASSIGNMENT OF CREDIT – SUB-CONTRACTING
1. The Supplier undertakes not to sell, transfer or assign to third parties any credit which it may claim from the Purchaser without the prior written consent of the Purchaser.
2. The Supplier shall not assign the Contract to third parties without the prior written consent of the Purchaser.
3. The Supplier undertakes, under its own responsibility, to select subcontractors only after verifying their technical and professional competence, financial reliability and their possession of the experience and expertise and to ensure that each subcontractor accepts and comply with these General Terms and the relevant Contract.

INTELLECTUAL PROPERTY

10.1. Any information, data, know-how, patents, patent applications and statutory invention registrations, improvements such as any extension, new application, adaptation or further development of the know-how, any technical, economic, commercial or administrative data,

written or oral as well as any product designs, drawings inventions, documents, magnetic support, product or material sample that the Purchaser may have delivered to the Supplier for the execution of the activities as provided for in the Contract are and shall remain of the exclusive property of the Purchaser and shall be used by the Supplier solely for the execution of any Contract.

10.2. The Purchaser shall acquire the exclusive and unlimited ownership of any technical result (hereinafter referred to as “Technical Result”) together with the related intellectual property rights at the time the same is executed by the Supplier during the performance of the Contract.

10.3. The Purchaser shall have the right, at its own discretion, to proceed to the registration of such a Technical Result as patent and the Supplier hereby undertakes to cooperate with the Purchaser, if requested by the Purchaser.

10.4. Should the Supplier use in the Technical Results any existing intellectual property rights that is of its property at whatsoever title, developed and/or acquired prior to the and independently from the Contract, the Supplier hereby grants to the Purchaser a nonexclusive, perpetual, royalty-free, sub licensable, worldwide, licence to use, have used, produce, have produces, sell, offer for sale, maintain such Technical Result. The Price of the Products shall include any intellectual property right, assign, transfer or licensed as set forth in the Contract and in these General Terms.

TERMINATION DUE TO BREACH OF CONTRACT
1. The Purchaser shall have the right to terminate any Contract in the event of breach by the Supplier of any of its obligations set forth in the Contract, by giving a prior written notice to the Supplier granting a reasonable period, in any case not exceeding 15 (fifteen) days from the receipt of such a notice (hereinafter the “Term”) to remedy said breach.
2. The Parties agree that any Contract shall be terminated automatically by simple written notice from the Purchaser to the Supplier in which the Purchaser declares that it invokes this termination clause, and without prejudice to the Purchaser’s right to compensation for damages, losses, costs and expenses in cases in which the Supplier commits a breach of any term or condition set forth in Articles 3, 4, 5, 9, 10, 12 of these General Terms.
3. In the case of termination of any Contract, the Purchaser shall pay the Supplier the Price for the Products delivered until the effective date of termination. It is understood that the Supplier will not have any further right to claim any damages and/or compensation for direct or indirect costs and expenses that the Supplier may have suffered.
4. The termination of any specific Contract shall not prejudice any rights that the Purchaser may claim against the Supplier. Any condition which expressly or implicitly has effect after the termination shall continue to have effect notwithstanding the termination.

CONFIDENTIALITY
1. All information contained in these General Terms and in the specific Contract, together with information exchanged between the Parties shall be considered as confidential.
2. The Supplier undertakes to: (i) refrain from disclosing and/or communicating to third parties, in whole or in part, in writing or verbally, any information provided to it by the Purchaser without the prior express written consent of the latter, and (ii) refrain from using such information for purposes other than the execution of the specific Contract.

APPLICABLE LAW AND RESOLUTION OF DISPUTES

These General Terms shall be subject to and construed according to the substantive law of Italy. Any disputes arising under this General Terms shall be finally settled by the competent Court of Milan.

MISCELLANEOUS PROVISIONS
1. Each right or remedy of the Purchaser provided for in these General Terms and/or a specific Contract shall not prejudice any other legal right of the Purchaser, whether or not provided for in these General Terms and/or each Contract.
2. Any conduct, including repeated conduct, of one of the Parties that does not correspond to one or more of the provisions of these General Terms and/or a particular Contract shall not in any manner prejudice the right of the other Party to request, at any time, the application of the said provisions.
3. Any failure or delay by the Purchaser to enforce, in whole or in part, any provision of these General Terms and/or any Contract shall not be interpreted as a waiver of those provisions.
4. All rights and remedies provided herein for the benefit of the Parties, or for each of them, shall be considered as an addition to, and not as an alternative, to any other right and action established by the Provisions of Law.
5. These General Terms shall apply to any Contract that the Parties enter into and which expressly refers to them, it being understood that in the event of any discrepancy between the provisions of these General Terms and those of any specific Contract, the provisions of the Contract shall prevail. Any amendments and variations to a given Contract shall be deemed valid and effective only if they are the result of a written document duly signed by a representative, vested with the appropriate powers, of each of the Parties.
6. In the event that any provision of these General Terms is deemed invalid, illegal, or unenforceable pursuant to the Provisions of Law applicable to these General Terms and the specific Contract, such invalidity, illegality or unenforceability shall not in any way extend to the other provisions hereof. The invalidity, illegality or unenforceability of a provision of these General Terms in a particular jurisdiction shall not render the said provision invalid, illegal, or unenforceable in any other jurisdiction.

White U S.r.l.

STAMP AND SIGNATURE

____________

SIGNATURE FOR ACKNOWLEDGMENT AND ACCEPTANCE BY THE LEGAL REPRESENTATIVE OF THE

CONTRACTOR

NAME STAMP AND SIGNATURE

TITLE ______________________

DATE ______________________

____________________________

The Supplier hereby expressely approves and agrees terms and conditions under the specific Articles hereinafter set forth:

Articles 2.3 (Inapplicability of contractual conditions indicated in the offer, the acceptance, and in documents issued by the Supplier), 4. (Supplier’s indemnity to the Purchaser), 5.1 (Purchaser’s right to terminate the Contract), 5.1.4 (Penalty), 6.2 (Supplier’s indemnity in favour of the Purchaser), 8 (Terms of payment and compensation), 9 (No assignment of credit), 11(Purchaser’s right to terminate the Contract), 13 (Applicable law and resolution of disputes).