GENERAL CONDITIONS OF PURCHASE OF GOODS

ARTICLE 1 DEFINITIONS

For the purposes of the application and interpretation of these General Conditions, the terms below shall have the following meanings:

Buyer: PAMA SpA, Viale del Lavoro 10, 38068 Rovereto (TN), Italy.

General Conditions: the present general conditions for the purchase of goods.

Special Conditions: the special conditions include everything provided for in the Purchase Order Proposal and not part of the General Conditions.

Supplier: the subject to whom the Buyer directs the Order Proposal.

User manual: manual containing instructions to Suppliers for the use of the Portal, made available on the said Portal.

Order: the Order Proposal sent by the Buyer via e-mail or fax to the Supplier and accepted by the Supplier without modifications or reservation; or the Order Proposal sent by the Buyer to the Supplier, which they have amended and which is then accepted by the Buyer; or, further still, the Order Proposal which is in the course of being completed through the Portal, or which the Supplier has accepted on a line-by-line basis through the Portal.

Party, Parties: PAMA SpA and the Supplier, considered individually or jointly.

Portal: the “Web Portal” managed by PAMA SpA in which the latter publishes its Purchase Order Proposals, which can be accepted by all the Suppliers accessing said Portal, generally identified as regular Suppliers.

Products: movable property subject to the Order Proposal.

Order proposal: the Purchase Order Proposal sent by the Buyer to the Supplier in writing or published by the Buyer on the Portal and pending acceptance by the Supplier.

Synchronised Order Proposal: the Order Proposal published by the Buyer on the Portal and which provides for a delivery schedule for the Products synchronised with the production process of PAMA SpA, as specified in the table attached to the Order Proposal.

ARTICLE 2 APPLICATION OF THE GENERAL CONDITIONS AND PREVALENCE

2.1 These General Conditions apply to all Order Proposals as defined above, of which they constitute an integral and substantial part.

2.2. In the event of discrepancies between the above documentation, the Special Conditions shall prevail over the General Conditions.

2.3 These conditions replace any previous agreement between the Supplier and the Buyer and shall in any case prevail over any notes, correspondence and/or documentation from the Supplier, which shall be deemed omitted. Consequently, contractual conditions different from these General Conditions that are referred to, added to, attached to or modified by the Supplier shall have no validity, unless expressly and specifically accepted in writing by the Buyer.

ARTICLE 3 (ACCEPTANCE OF THE ORDER)

A) IN WRITING

3.1 The Buyer may send the Supplier an Order Proposal in writing, by fax or by email, even without publishing it on the Portal.

3.2 The contract for the purchase of the Products is considered concluded when the Supplier transmits to the Buyer the signature for acceptance of the Order Proposal, exclusively to the fax or email address indicated in the Order Proposal.

3.3. Any change, reservation or note made by the Supplier to the Order Proposal must be accepted by the Buyer in writing.

B) ON THE PORTAL

3.4 Every single line of the Order Proposal published by the Buyer on its Portal must be accepted by the Supplier, according to the indications and instructions contained in the User Manual.

3.5 The contract for the purchase of the Products is concluded when the Supplier, using the appropriate command available on the Portal, confirms acceptance of the Order.

3.6In the event that the Supplier changes the delivery date by more than five working days or less than 10 working days, or in any case where the order line appears, according to the Portal’s message, to be “in course of being completed”, the Buyer shall contact the Supplier to discuss the changes to the Order Proposal. Should the Buyer consider these changes acceptable, they shall proceed to partially modify the Order Proposal already published on the Portal.

3.7 In this case the contract is concluded when the Supplier confirms the acceptance of the Order in the “Orders in progress” Portal Section, using the appropriate system command.

3.8 If the Buyer deems it more appropriate to publish a new Order Proposal, they shall proceed with the publication of a new Order which must be accepted by the Supplier in accordance with the procedures set out in Article 3.

3.9 The Supplier can subject any single line of the Order Proposal to a “Derogation request” by activating the appropriate function on Portal. Such request must be justified and must be expressly accepted by the Buyer in the manner indicated in the Portal.

ARTICLE 4 DELIVERY DEADLINES AND RETURN OF PRODUCTS

4.1 The Supplier must deliver the Products on the date indicated in the Order as the “confirmed delivery date”.

4.2 The Supplier may delay said date only in exceptional situations, for which it must provide an explicit reason by means of sending a specific request to the Buyer. Said request for deferral must be explicitly approved in writing, or a new date should be inserted in the “real delivery date” field for purchases made via the Portal.

4.3 If the Supplier also fails to respect this date, the Buyer has the right to apply the penalties indicated in Article 6 below.

4.4 The Supplier may bring forward the delivery of a supply, with respect to the date inserted in the Order, only and exclusively in the event of a written request by the Buyer. For purchases made via the Portal, the Buyer shall modify the appropriate “confirmed delivery date” field directly in the Order placed in the “accepted orders” section that the Supplier can consult at any time.

4.5 Synchronised Order Proposals managed via the Portal are published in a dedicated area of the Portal called “Synchronisation”; for these orders the date of delivery of the Product coincides with the date of the call, plus three more working days for transport.

4.6 The conditions of delivery and return of the goods shall be understood as DDP at the place of delivery indicated in the Order (carriage paid), unless otherwise provided in the Special Conditions; therefore, unless otherwise provided in the Special Conditions, the Supplier shall be responsible for all charges and expenses relating to the shipment, packaging and transport of the goods subject to the Order.

4.7 Acceptance of late, incomplete or defective deliveries shall not constitute a waiver by the Buyer of any rights and/or remedies under these general terms and conditions or under applicable law.

4.8 The submission of the goods to the carrier or forwarder does not release the Supplier from the obligation to deliver them to the Buyer.

ARTICLE 5 PAYMENT AND INVOICING

5.1 The Buyer shall only pay the Supplier the sum indicated as the price for each accepted Order.

5.2 The price entered into the Order shall be invoiced according to the methods set out in said Order, or, for purchases made via the Portal, according to the methods set out in the User Manual. In performing the supply the Supplier expressly renounces any further increase and/or revision of the prices in relation to fluctuations in costs of any size, whether of raw materials, labour or any other factor, and the Supplier assumes all risk in this regard. The Supplier, therefore, hereby expressly agrees to waive its right to request the termination of the Order due to excessive costs incurred pursuant to Article 1467 of the Italian Civil Code.

5.3 The payment of the price does not in any case imply the renunciation of any claim for malfunctions and/or defects of any kind in the Product and/or deficiencies in the Supplier’s fulfilment of the Order.

ARTICLE 6 PENALTIES

As a result of non-compliance with the “confirmed delivery date” or, in the case of Article 4.2, of the “real delivery date” the Buyer shall be entitled to:

• • a legal right to terminate and to procure from other suppliers any items ordered and not delivered by the due date, without prejudice to the recovery of any additional costs for the purchase of the supply from other sources, or to compensation for any further damage, and
  • without prejudice to the provisions of the Special Conditions, or any other agreement between the Parties, apply to the Supplier a penalty of 0.5% of the price indicated in the Order, for each day of delay beyond the established deadline. The total amount of the penalty will not however exceed 10% of the price indicated in the Order.

ARTICLE 7 DECLARATIONS AND GUARANTEE

7.1 The Supplier undertakes to supply the Products described in the Order organising its own capital, resources and production facilities, at its own risk.

7.2 By accepting the Order, the Supplier declares and guarantees:

• to be endowed with adequate training and professional skills;
• to carry out its activities in perfect compliance with the best professional standards applicable, using operating methods and technologies appropriate to the type of activity required, and always in compliance with current legislation;
• to perform the supply in compliance with the technical and qualitative specifications indicated in the Order and in compliance with current legal provisions;
• to undertake to supply Products free from the constraints, rights or claims of third parties;
• to supply Products fit for the purpose indicated in the Order or agreed with the Buyer;
• to supply Products free from manufacturing and operating defects and in compliance with the standards applicable to them;
• to transport or ship the Products in compliance with the regulations in force regarding transport, national and international shipments.
• to comply with all obligations that are or may become incumbent on it pursuant to laws or regulations that may come into force even after the date of acceptance or commencement of performance of the Purchase Order with regard to occupational health and safety, insurance, social security, assistance, as well as employment relationships in general (including, but not limited to, temporary work) and to have provided and shall provide to fulfil all the obligations arising from the applicable collective labour agreement or any supplemental agreements of the same.

7.3. The Buyer shall also be entitled, as a consequence of violation, untruthfulness or inaccuracy of any of the above declarations and guarantees, to terminate the Order by right, pursuant to Article 1456 of the Italian Civil Code, without prejudice to the right to compensation for all damages.

ARTICLE 8 INDEMNITY

The Supplier:

• • undertakes to indemnify and hold the Buyer harmless from any damage, cost (including legal and/or court costs, transport or return expenses) or loss that it may suffer as a result of third party disputes: (i) in relation to the use and/or operation of the products delivered by the Supplier (ii) in the event of malfunctions, loss of data or damage resulting from the use of the same, or (iii) defects, unreliability, insecurity of the products and/or their non-compliance with regulatory or contractual requirements;
  • undertakes to reimburse the Buyer for any damages deriving from the defective and/or non-compliant Product, as well as the costs of repair (including materials used), disassembly and assembly of products that may already have been incorporated or installed on the final Product, as well as all labour costs and all costs connected with any repair or restoration.

ARTICLE 9 CONTROL OF IMPORTS – EXPORTS AND CUSTOMS-RELATED INFORMATION

9.1 The Supplier is obliged to inform the Buyer of the need for import and/or export licences for the Products, or of the existence of constraints and controls on export under Community or third country legislation and at the same time is obliged to indicate to the Buyer the country of origin of the Products in accordance with current customs regulations. Therefore, the Supplier shall provide the following information in its invoice:

• customs tariffs for the products (HS – Harmonized System Code, or TARIC);
• country of origin of the Products and related components, including technology and software;
• the dual use of the Products, in accordance with Community legislation in force at the time of supply;
• ECCN (Export Control Classification Number) for goods exported from the US (including technology and software) in accordance with the US Export Administration Regulations (EAR);
• possible transport of the products within the US, possible manufacture or storage of the products in the US and possible manufacture of the same with US technology;
• the Supplier’s contact person, available, at the request of the Buyer, to provide further information or customs information.

9.2 At the Buyer’s request, the Supplier undertakes to complete and sign the short or long term declaration of preferential origin of the Products, or provide any additional information on the Products relevant for foreign trade and compliance with customs regulations.

9.3 At the Buyer’s request, the Supplier undertakes to complete and sign the authorised economic operator (AEO) declaration as per the European Commission guidelines set out under Annex 3 of TAXUD/B2/047/2011 – Rev. 6 dated 11 March 2016, and, in any case, to take all the necessary precautions to prevent the contamination and unauthorised handling of the Products destined for the Buyer.

ARTICLE 10 CONFIDENTIALITY

10.1 The Supplier undertakes to respect, and to require that its employees and/or auxiliaries respect, the obligation of confidentiality as regards all information, data, and documentation concerning the Order, or, in any case, that it might come to know, for any reason, in relation to execution of the supply. Any information relating to the business carried out by the Buyer, its assets and its staff, acquired during the performance of the supply, shall be considered part of this data and information.

10.2 The Supplier shall be required to implement all necessary prevention measures and, in particular, all actions, including legal ones, necessary to prevent the dissemination and use of the above. In particular, the Supplier undertakes to:

• • ensure that the data and information acquired are used only in the interest of the Customer for the purposes of executing the contract;
  • ensure that none of this information is disseminated to third parties unrelated to the contractual relationship, for any reason except in the case of prior written consent of the Buyer.

10.3 If the disclosure of materials or information has been caused by acts or facts directly or indirectly attributable to the Supplier, its employees and/or Auxiliaries, the Supplier shall be liable to compensate the Buyer for any damages directly or indirectly related to such disclosure.

10.4 The obligations to confidentiality set out under this Article shall remain in place for the Order’s validity period and the subsequent three years following its termination for any cause and/or reason, save as regards the disclosure of confidential data and/or information as required by the Italian judicial authorities or other competent authorities. In this case, the Supplier shall be obliged to give prior notice to the Buyer, in order to avoid or limit any prejudice to the latter’s business.

10.5 In the event of failure to comply with the obligations referred to in the previous paragraphs, the Order shall be deemed terminated in accordance with Article 1456 of the Italian Civil Code, without prejudice to the right to compensation for all damages.

ARTICLE 11 INTELLECTUAL AND INDUSTRIAL PROPERTY

11.1 The drawings, models, specifications and any technical documents that the Buyer makes available to the Supplier for the manufacture of the Products supplied are and remain the exclusive property of the former and may be used by the Supplier exclusively for the fulfilment of the Order.

11.2 The Supplier is responsible for their diligent preservation and must return them in good condition after delivery.

11.3. At the Buyer’s request, the Supplier shall send the Buyer a document summarising the technical specifications of the Products supplied.

ARTICLE 12 CODE OF ETHICS AND ITALIAN LEGISLATIVE DECREE 231/2001

12.1 The Supplier declares that the Order will be performed in full compliance with the Code of Ethics adopted by the Buyer as an integral part of the Organisational Model pursuant to Italian Legislative Decree no. 231/01 and subsequent amendments and additions, which the Supplier declares that it knows and accepts. The aforementioned document is available on the Portal.

12.2 Failure to comply, even partially, with the principles established in the aforementioned Code of Ethics shall constitute a serious breach and shall entail the right of the Buyer to terminate the Order in accordance with Article 1456 of the Italian Civil Code, without prejudice to the right to claim any further damages.

ARTICLE 13 PROHIBITION ON TRANSFER

13.1 It is absolutely forbidden for the Supplier to transfer the Order, for any reason whatsoever and even only partially, unless formally authorised in writing by the Buyer.

13.2 Pursuant to Article 1280, last paragraph, of the Italian Civil Code, the receivables due to the Supplier deriving from the fulfilment of the Order cannot be assigned without the prior written consent of the Buyer.

13.3 In the event of failure to fulfil these obligations, the Buyer has the right to declare the Order legally null and void.

ARTICLE 14 WITHDRAWAL

14.1 The Buyer has the right to withdraw from the contract at any time, by registered letter with return receipt, or by certified email, if:

• • the financial conditions of the Supplier are, or risk being, profoundly or substantially impaired, thereby compromising the supply commitment to the Buyer;
  • the Supplier has become insolvent or is over-indebted;
  • the Supplier applies for bankruptcy, settlement or other insolvency proceedings or debt restructuring.

14.2 Should the Supplier only partially fulfil the supply, the Buyer shall be entitled to cancel the entire contract if it is not interested in partial fulfilment.

ARTICLE 15 EXPRESS TERMINATION CLAUSE AND NON-PERFORMANCE

15.1 The Buyer reserves the right to terminate any Order pursuant to Article 1456 of the Italian Civil Code, by written communication sent to the Supplier, when the following conditions are met:

• Infringement of Article 6, or 7, or 10, or 12 or 13;
• the Supplier fails to meet the “real delivery date” indicated in the accepted Order, or, in the case of Synchronised Orders, if the delivery takes place after the third day from the “call date”;

without prejudice to the Buyer’s right to request termination of the contract pursuant to Article 1453 of the Italian Civil Code in all cases of the Supplier’s breach of contract

ARTICLE 16 PROCESSING OF PERSONAL DATA

16.1. The Supplier declares that it has received the appropriate information notice from the Buyer under Regulation (EU) 2016/679. The Buyer will process personal data exclusively for the pursuit of the purposes relating to the Order and its execution.

16.2 In processing the personal data that they may come to know as part of executing this Contract, the Parties commit to observing and requiring that their employees observe, even after the termination of said Contract, the provisions concerning the management and protection of personal data as set out under Regulation EU 2016/679 (GDPR), appointing external Data Processors if necessary in accordance with the GDPR.