Terms and Conditions

GENERAL TERMS AND CONDITIONS GOVERNING PURCHASE CONTRACTS

These General Terms and Conditions governing purchase agreements apply to all purchases made by Grazioli Cesare Srl, with registered office at Via Cornali 12/16, Carpenedolo – Brescia, Italy.

1. Scope of Application

All purchase orders and their execution shall be governed exclusively by these General Terms and Conditions.
Acceptance of services and supplies, as well as payments made, shall not constitute acceptance of the supplier’s terms and conditions. In the event of any conflict, the wording of the purchase order or of the documents referred to therein shall prevail.

2. Quotations

The supplier shall review Grazioli Cesare Srl’s request for quotation in order to identify any errors, ambiguities or omissions in the selected technical specifications and shall report any such issues to Grazioli Cesare Srl.

3. Purchase Orders

3.1 Purchase Order Issuance and Acceptance
Purchase orders shall be issued in writing, either by email or in paper form. Only such orders shall be considered valid.

Orders agreed verbally shall require written confirmation.
Any changes introduced by the supplier in its order confirmation shall have no effect.

The supplier shall report any such changes and await written confirmation from Grazioli Cesare Srl.

The purchase order shall be deemed concluded when Grazioli Cesare Srl receives the supplier’s written acceptance, sent by email to acquisti@grazioligroup.com, confirming acceptance of all the terms and conditions contained therein.
Acceptance must be received within two (2) days of receipt of the purchase order. Upon expiry of this period, the purchase order shall be deemed accepted in full, including all its terms and conditions.

Unless otherwise agreed, deliveries shall be made free delivery to Grazioli Cesare Srl’s premises.

4. Supply Conditions

Any commercial terms and conditions that conflict with these General Terms and Conditions, particularly the supplier’s purchasing and supply terms, shall not apply. No objection by Grazioli Cesare Srl shall be required for such conflicting terms to be deemed inapplicable.

The supplier shall ensure that its quotation strictly complies with the details specified in the request and shall notify Grazioli Cesare Srl in writing of any proposed deviations, allowing Grazioli Cesare Srl to assess them.
The supplier shall comply with the required quantities and quality standards, as well as the technical specifications provided. Any work carried out on the basis of drawings, specifications, models or instructions issued by GRAZIOLI CESARE SRL shall strictly comply with the requirements set out therein.

Should any defects or imperfections arise during processing as a result of incorrect technical documentation or non-conforming equipment or materials supplied by GRAZIOLI CESARE SRL, the supplier shall immediately contact the company and agree on the appropriate corrective measures.
The supplier shall comply with the required quantities and quality standards, including when purchasing raw materials, and shall provide material quality certificates with each delivery.

Any quantities differing from those specified in the purchase order issued by GRAZIOLI CESARE SRL must be reported at the order confirmation stage. Otherwise, GRAZIOLI CESARE SRL reserves the right to reject the supply.

5. Warranty of Conformity

The supplier warrants that all goods supplied or processed shall conform to the requirements expressly specified in the purchase order and agreed between the parties, and shall be fit for their intended purpose.
The warranty shall remain valid for twelve (12) months from the date on which the goods are delivered by the supplier to GRAZIOLI CESARE SRL’s facilities in Carpenedolo or Montichiari, unless otherwise agreed in the purchase order.

6. Inspections and Acceptance Testing

Acceptance testing of the goods supplied or processed under the purchase order shall be carried out by GRAZIOLI CESARE SRL at its own facilities and by its own personnel, unless otherwise agreed between the parties.

GRAZIOLI CESARE SRL may notify the supplier of any defects, faults, failure to meet promised quality standards or failure to meet essential quality requirements within twelve (12) months of receipt of the goods at its facilities. This right shall apply even if the goods have already been processed or the relevant invoices have already been paid.

The supplier shall be responsible for collecting and redelivering any rejected materials.

GRAZIOLI CESARE SRL shall also be entitled to:

• Request the repair of defective supplies, including any additional processing required, at the supplier’s expense, on the basis of arrangements agreed between the parties in advance.
• Require the supplier, at its own expense, to replace the defective supplies described above with properly manufactured supplies that conform to the contractually intended use.
• Reject the defective supplies described above without being required to pay the supplier any amount whatsoever, on any grounds.

7. Project Progress

GRAZIOLI CESARE SRL shall be entitled, at its own discretion, to carry out announced inspections of the progress and quality of the contractual services at the worksite, at the supplier’s premises or at the premises of subcontractors, on working days during normal business hours.

8. Spare Parts

The supplier shall guarantee the availability and supply of spare parts for a period of at least ten (10) years.

9. Delivery Conditions

Delivery shall be made using suitable packaging, with preference given to environmentally friendly materials.

A delivery note must accompany the goods and be provided upon delivery.

Deliveries must be made within the deadline specified in the purchase order, to Grazioli Cesare Srl’s premises, Monday to Friday, excluding national public holidays, during the following hours:

• 8:30 a.m. to 11:50 a.m.
• 1:30 p.m. to 4:50 p.m.

The delivery entrance is located at Via Cornali 12/16, Carpenedolo (BS), Italy.

Partial deliveries or partial supplies shall not be accepted unless otherwise agreed in writing by the parties.

Where the supply has been manufactured in accordance with drawings provided by Grazioli Cesare Srl, the relevant drawings must be returned together with the delivered goods and shall not be used for any other purpose or for subsequent manufacturing operations.

9.1 Machinery and Related Documentation

Suppliers of products whose manufacture is governed by Machinery Directive 2006/42/EC, implemented in Italy by Legislative Decree No. 17/2010, as subsequently amended and supplemented, shall deliver their supplies complete with the documentation specified below.

A. Supply of “Machinery”

For the purposes of this document, “machinery” includes industrial machinery used in production, as well as other product categories falling within the scope of the Directive, such as interchangeable equipment, safety components, lifting accessories, chains, ropes and webbing, and removable mechanical transmission devices.

The supplier shall provide:

• CE marking.
• Declaration of Conformity.
• Operating and maintenance manual containing all instructions required for the use of the machinery, from installation through to decommissioning.
• Any additional supporting documentation, including electrical, pneumatic and hydraulic diagrams, as well as drawings such as layouts and operator workstation arrangements.

The documentation shall be provided in Italian and in the language of the country of destination, as specified in the purchase order.

B. Supply of “Partly Completed Machinery”

Partly completed machinery is understood to mean machinery that cannot be used for production purposes until it has been incorporated into an assembly which itself falls within the scope of the Machinery Directive. Such machinery does not have independent production capability before incorporation.

The supplier shall provide:

• Declaration of Incorporation.
• Assembly instructions specifying all conditions to be met for incorporation into the final machinery without compromising safety or health.
• Declaration of Conformity for the relevant components, where applicable.

The documentation shall be provided in Italian and in the language of the final destination, as specified in the purchase order.

C. Supply of Measuring Instruments

The supplier shall provide:

• The manufacturer’s Declaration of Conformity.
• Calibration certificate.

10.Price

The price payable for the goods and services supplied shall be the price specified in the purchase order.

Such price shall not be subject to any adjustment, even as a result of unforeseeable circumstances causing increases or decreases in the cost of materials or labour.

The total price specified in the purchase order shall be all-inclusive, covering both transportation costs to the destination designated by Grazioli Cesare Srl and the costs of testing, analyses and any other ancillary expenses.

Where the supply is delivered without the certificates required by the purchase order, the payment period shall commence only upon the actual delivery of such certificates and accompanying documentation.

11. Transfer of Risk

12. Delivery Deadlines and Penalties for Late Delivery

Unless otherwise agreed at the contractual stage, all processed products shall be delivered free to Grazioli Cesare Srl’s warehouses in Carpenedolo or Montichiari.

The risk relating to the goods ordered shall transfer to GRAZIOLI CESARE SRL only upon delivery at its facilities.

The agreed delivery deadlines shall be strict and essential. Accordingly, both late deliveries and deliveries made earlier than the agreed dates shall be excluded.

Each shipment must be accompanied by a delivery note.

In the event of failure to comply with the contractual delivery deadlines, GRAZIOLI CESARE SRL reserves the right to impose on the supplier a penalty equal to 2% of the total purchase order value for each week of delay beyond the agreed delivery date, without prejudice to its right to claim compensation for any additional losses or damages incurred.

Early deliveries shall not be accepted.

Furthermore, GRAZIOLI CESARE SRL reserves the right to terminate the contract without granting any grace period in the event of supplier delay. The supplier shall have no claim against GRAZIOLI CESARE SRL in this respect.

Any penalties shall be deducted from payments due under invoices issued by the supplier.

If the delay exceeds four working weeks, without prejudice to the right to claim compensation for any additional losses or damages incurred, GRAZIOLI CESARE SRL may, at its discretion:

• Continue to apply the aforementioned penalty, without prejudice to its right to claim compensation for any additional losses or damages incurred.
• Terminate the contract and claim compensation for all damages suffered.
• Procure the relevant goods from alternative suppliers at any time and charge the defaulting supplier for any additional costs incurred as a result of such alternative procurement.

13. Safekeeping of Drawings, Samples and Equipment

All drawings, specifications and other technical documents, as well as models, samples and dedicated equipment made available to the supplier, shall remain the property of GRAZIOLI CESARE SRL and may be used solely for the execution of the relevant purchase order.

Their use for other purposes, copying, transmission or disclosure to third parties is prohibited.

While in possession of such materials, the supplier shall take all necessary measures to ensure their proper preservation and shall bear the costs of routine maintenance.

The supplier shall also obtain adequate insurance coverage for such items against the risks of fire and theft, as well as third-party liability.

14. Insurance

The supplier shall, at its own expense, take out and maintain in force adequate insurance coverage for its obligations and liabilities arising from supply orders and/or contracts.

The absence or invalidity of such insurance coverage may constitute grounds for termination of the purchase order pursuant to Article 1456 of the Italian Civil Code.

15.Confidentiality and Privacy

The supplier undertakes to treat any information, data, inventions, patented or patentable developments, know-how and, in general, any technical, economic, commercial or administrative information, as well as any drawings, documents, electronic storage media, samples of materials or products relating to the goods supplied to GRAZIOLI CESARE SRL (hereinafter referred to as “Confidential Information”), with the utmost confidentiality, as if such information were its own secret and confidential information, and to store and protect it appropriately.

In particular, any information relating to the business activities of GRAZIOLI CESARE SRL that is not publicly available and that the supplier becomes aware of during the performance of the contract shall be treated as Confidential Information belonging to GRAZIOLI CESARE SRL and shall not be disclosed, unless disclosure is required by law or by an order of a court or other competent authority.

The confidentiality obligations shall remain in force indefinitely.

The parties undertake not to disclose, directly or indirectly, or communicate to third parties by any means, the contents, terms or conditions of the contract or the activities carried out by the parties in connection with its performance.

The parties shall also ensure compliance with these obligations by all persons for whom they are responsible, including employees, consultants, agents and representatives.

16. Privacy Notice and Request for Consent Pursuant to Article 13 of European Regulation No. 2016/679 (GDPR)

Pursuant to Article 13 of the GDPR, the personal data collected through this form and held in the company’s records shall be processed by GRAZIOLI CESARE SRL, acting as Data Controller.

An up-to-date list of data processors is available from the Data Controller.

Personal data shall be processed using electronic and/or automated means for the purposes of managing the commercial relationship and fulfilling obligations arising under applicable tax legislation.

The data may be disclosed to third parties where such disclosure is necessary for the purposes described above.

The legal basis for processing is the fulfilment of legal obligations and the performance of the commercial relationship.

Data subjects may exercise their rights under Articles 15–22 of the GDPR at any time, including the right to request erasure of their personal data or to object to its use, by contacting:

GRAZIOLI CESARE SRL
Email: acquisti@grazioligroup.com

Personal data shall be retained in the company’s records for the periods required by law or until a lawful request for erasure is received.

17. Jurisdiction and Validity of the General Terms and Conditions

Any dispute arising from individual purchase orders concerning their validity, interpretation, performance, termination or rescission shall fall under the exclusive jurisdiction of the Court of Brescia, Italy. Such exclusive jurisdiction shall also apply to any matter arising from or connected with these General Terms and Conditions.

These General Terms and Conditions shall apply to all supply orders and shall be binding on GRAZIOLI CESARE SRL and the other contracting party.

These General Terms and Conditions shall prevail over any conflicting terms and conditions of the other contracting party.

Any matters not expressly provided for in this agreement shall be governed by Italian law.

Any derogation from these General Terms and Conditions must be documented in writing and countersigned by both parties.

18. Assignment of the Contract

The supplier may not assign its contractual position or any individual rights or obligations arising from the contract without the prior written consent of GRAZIOLI CESARE SRL.

Even where such consent is granted, the supplier shall remain jointly and severally liable with the assignee for the obligations assigned.

General Terms and Conditions of Supply – Revision dated 18 February 2022

This revision cancels and replaces all previous revisions in your possession.