General Purchasing Terms
1. General terms and priority
Purchase Orders for Services and Goods by RF Microtech srl are subject to the General Purchasing Terms (GCA RFMT) here listed in Italian and English language, the first prevailing. In case of conflict between this document and the particular clauses and terms in the relevant PO, the latter shall prevail on all attachments.
DELIVERY DATES SHALL BE STRICTLY OBSERVED. A delivery note with order details, items and quantities shall necessarily accompany delivery of goods. All supplies shall be accompanied by the relevant certifications and declarations according to Technical Requirements (PT01) or in any case to all the requirements detailed in the order. RF MICROTECH reserves the right not to accept the delivery and / or to delay payments in the absence of the required documentation.
3. Order confirmation
The Supplier shall confirm the PO in written within three (3) days from receipt of the order at e-mail address email@example.com. Nothing received within this period, the order will be assumed as accepted and the relevant conditions will be considered valid (price, delivery date and payment terms).
4. Prices and payment terms
If not differently agreed in the relevant PO, prices are in Euro (EUR) without any tax; payment terms are by bank transfer to the bank account stated in the invoice, 60 days EOM from invoice date.
5. Quality and acceptance of services and goods
The simple delivery of the ordered goods does not imply their acceptance, which shall take place only after the verification, by the RF MICROTECH’s control department, of their condition (quantity and quality) and their full compliance with all applicable requirements.
The Supplier shall be entitled – subject to authorization by RF MICROTECH– to send its own personnel to the RF MICROTECH’s premises, to supervise the procedures used to test the ordered goods upon arrival. As a general rule, the goods supplied by the Supplier shall be tested by RF MICROTECH, compatibly with its processing and materials management requirements. Should any good be refused upon delivery or anyhow proven defective as per previous articles, RF MICROTECH SRL shall be entitled to choose one or more of the following solutions:
- rework the non-compliant products by means of supplementary processing at the Supplier’s premises and expense;
- charge to the Supplier the costs for reparation by RF MICROTECH or by its final customer, subject to agreement with the Supplier;
- request the replacement of non-compliant products or of the entire lot containing said products;
- reject non-compliant products or the entire lot containing said products, without requesting their replacement.
- in the cases referred to in paragraphs a to c, RF MICROTECH shall be entitled to apply to the Supplier a penalty of 2% of the value of the undelivered goods for every whole week of late delivery (without prejudice to the right to claim further damages), up to no more than 10% of the value of the order.
- in the case referred to in the foregoing paragraph d), RF MICROTECH may apply to the Supplier a penalty equal to 10% of the value of the order (without prejudice to the right to claim further damages).
Without prejudice, in any case, to the right of RF MICROTECH to claim reimbursement for the major damages actually incurred.
6. Delivery delays and penalties
In the case of late delivery (even if partial) through fault of the Supplier, RF MICROTECH acting in pursuance of art. 1382 C.C., shall be entitled to apply a penalty amounting to 2% of the value of the undelivered goods for each week of delay (without prejudice to the right to claim indemnity for any further damage sustained), up to a limit of 10% of the order value. Such right shall be executed only after the Supplier has been notified of its express intention to exercise the right, by registered letter with notice of receipt. Compliance with this formality shall be deemed a prerequisite for exercising this right. Should the delay exceed 25 working days, RF MICROTECH SRL, always without prejudice to its right to apply the penalty under art. 7.1 and to claim indemnity for any further damage sustained, may choose to cancel the order
7. Confidentiality and non-disclosure
The PO with all attachments and applicable documents is considered as confidential and shall not be disclosed by the Supplier in any form (completely or in part). The PO completion or interruption shall not relieve each of the parties of their obligations as detailed in this clause. During the execution of the PO, the Parties may exchange information, data or other proprietary information (included but not limited to commercial, financial, technical etc) clearly marked as CONFIDENTIAL. The receiving party agrees to keep such information as confidential and not to disclose to any third party with the exception of (i) its own employees, (ii) final customer. Recipient agrees to use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but in no event less than reasonable care, to prevent the unauthorized use, disclosure, publication and dissemination of Confidential Information. The non-disclosure obligations will remain in any case effective for a period of five years from the date of disclosure to the recipient party.
8. Governing Law
Any disputes arising in connection with this agreement, including those relating to payment procedures, shall be referred for settlement to the Chamber of Commerce of PERUGIA, which shall reach a decision pursuant to the law and in conformity with the procedure regulations adopted by the above mentioned Chamber.
Should the above arbitration procedure fail, the dispute shall be referred to the Court of Perugia, which shall have exclusive jurisdiction with respect to the Supplier. Conversely, RF MICROTECH shall be entitled to summon the Supplier to the Supplier’s business premises. The applicable law is the Italian law.