General purchase conditions

General Terms and Conditions of Purchase for Tomasetto.com

1 – Scope of Application

1.1 These general terms and conditions are an integral part of all orders placed by Tomasetto Achille S.p.A (hereinafter “Tomasetto”) and govern, in all cases, all contracts concluded by Tomasetto with its suppliers (hereinafter “Supplier/s”) for the supply of materials, machinery, goods, and services of any kind. Any deviations from these conditions and/or any general sales conditions of the Supplier will be effective only if expressly accepted in writing by Tomasetto.

2 – Orders

2.1 Orders are considered accepted upon receipt by Tomasetto of the Supplier’s order confirmation and, in any case, after 5 working days from the issuance of the order.

3 – Price, Invoicing, and Payment
3.1 Unless otherwise agreed in writing, the agreed price for the supply will be fixed and not subject to revisions or increases, including standard packaging costs. No additional charges will be accepted unless previously agreed in writing. In case the price is not specified in Tomasetto’s order, the contract will be considered perfected only after Tomasetto’s written acceptance of the price proposed by the Supplier.
3.2 The Supplier will send invoices to the billing address indicated in the order and according to the invoicing schedule specified therein. Invoices must contain the order number or reference, quantity and description of the supplied goods, the date and reference of the corresponding transport document, and the detailed price.
3.3 Unless otherwise agreed in writing, the payment term will be 90 (ninety) days, end of month from the invoice date.

4 – Accompanying Documentation, Packaging, Shipping, and Transport

4.1 The Supplier shall provide the goods accompanied by the certificate of conformity and/or the test certificate, if required by Tomasetto, with adequate packaging, prepared for delivery in accordance with good commercial practices and acceptable by usual couriers in order to ensure the delivery of the goods in good condition to the destination. If Tomasetto has requested special packaging, the Supplier must strictly follow the instructions received.
4.2 The Supplier must mark all parcels and containers with all handling or shipping instructions, clearly identifying and marking items that require special care or special storage and transport conditions, indicating the precautions to be taken.

The Supplier shall also label each package and container with shipping information, order number, shipping date, and the name and address of both the sender and the recipient.

4.3 The Supplier will be considered fully responsible for any damage to the goods and for any additional costs and/or damages resulting from incorrect or inadequate packaging, numbering, or labeling, except for damages and/or costs arising from special packaging, marking, and labeling instructions communicated in writing by Tomasetto.

4.4 Unless otherwise specified, the transportation of the goods will be at the Supplier’s risk and expense. In any case, the Supplier will ensure the goods are adequately insured until their arrival at Tomasetto or the designated delivery location.
4.5 In case of goods delivered by mistake, Tomasetto will not be considered to have waived the right to contest the error, even if it initially received and retained the goods in its warehouses.

5 – Delivery terms and delays

5.1 The delivery terms indicated in the order are final, and in case of delayed delivery, Tomasetto will be free to refuse the goods.
5.2 In case of early deliveries, the payment terms for the supply will still start from the delivery date indicated in the order.

5.3 The Supplier must promptly inform Tomasetto of any event that may delay the execution of the order. In such cases, Tomasetto reserves the right to cancel the order without the Supplier being entitled to any compensation or indemnity. In case of delay by the Supplier, Tomasetto will still be entitled to compensation for any damage, loss, or harm suffered, whether it accepts the delayed delivery or chooses to cancel the order.

6 – Intellectual and Industrial Property

6.1 The Supplier guarantees that the goods and all of their components do not infringe any patents, copyrights, or any other intellectual and industrial property rights of third parties.
6.2 The Supplier agrees to indemnify Tomasetto against any claims, actions, or expenses that Tomasetto may incur, directly or indirectly, due to any infringement of third-party intellectual or industrial property rights.

7 – Confidential Information and Confidentiality

7.2 The Supplier agrees to keep strictly confidential all commercial and technical information provided by Tomasetto for the execution of the supply and undertakes to avoid any communication or dissemination of such information without the prior written consent of Tomasetto.

8 – Prohibition of Assignment or Subcontracting

8.1 The Supplier may not assign, in whole or in part, the order without the written consent of Tomasetto.
8.2 The execution of the order cannot be subcontracted, in whole or in part, directly or indirectly, by the Supplier without the prior written consent of Tomasetto. If the Supplier is authorized to subcontract the order, in whole or in part, they will remain fully responsible to Tomasetto for the order and the resulting obligations and must guarantee and indemnify Tomasetto against any claims, rights, actions, and/or recourse by the subcontractors.
8.3 The credits accrued by the Supplier towards Tomasetto are not transferable to third parties.

9 – Applicable Law and Exclusive Jurisdiction

9.1 Unless otherwise specified in these general conditions, the contractual relationships between Tomasetto and the Supplier are governed by Italian law.
9.2 The exclusive jurisdiction for any disputes related to contractual and non-contractual relationships between Tomasetto and the Supplier is the court of Vicenza. However, Tomasetto reserves the right to initiate any actions against the Supplier before the court of the Supplier’s place of business or residence.
9.3 The invalidity or ineffectiveness of any of the clauses in these conditions will not affect the validity and effectiveness of the other clauses.
9.4 The fact that Tomasetto has not exercised, at any time, a right arising from these conditions or has not demanded the Supplier’s performance of any obligation arising under these conditions cannot in any case be interpreted as an express or implied waiver of the right to exercise such right in the future, nor the right to demand the exact fulfillment of the Supplier’s obligations.