AGAZZI GIANCARLO srl FARA GERA D’ADDA ( BG ) - ITALY	PURCHASE AGREEMENT
	CONTRACT  N°    STANDARD	DATE      01st/06/2011	REV. 0

1. Application - Variation
1.1 These terms and conditions (“these Conditions”) shall apply to all purchase orders (the “0rder”) issued by Agazzi Giancarlo srl  (“AGAZZI”) and accepted by the Supplier pursuant to which the Supplier provides products (“Products”) and/or services (“Services”) to AGAZZI.
1.2 The signature and return of the acknowledgement copy of the Order by the Supplier or the Supplier’s execution or commencement of work or delivery pursuant to the Order shall constitute acceptance of the Order and these Conditions and a waiver by the Supplier of  its own general terms and conditions of sale contained in its quotation, acknowledgement or acceptance of the Order or similar documents. Failure to receive acknowledgement within three (3) days from Order release, will mean that the Order and these Conditions is fully and totally accepted by the Supplier.
1.3 These Conditions shall cancel and supersede any earlier version or edition of conditions of purchase of AGAZZI.
1.4 No addition to or variation or exclusion of these Conditions shall be binding on AGAZZI unless expressly agreed in writing by an authorised signatory of AGAZZI.

2. Quality Procedures - Inspection - Samples
2.1 The Supplier shall maintain quality, specification control, testing and inspection procedures (“Procedures”) to enable the Supplier to consistently comply with its obligations under the Order and these Conditions and, at the request of AGAZZI, the Supplier shall supply AGAZZI with full details in connection with such Procedures or with any planned changes in such Procedures.
2.2 At any time prior to the delivery of the Products, AGAZZI shall have the right to inspect and test the Products and the Procedures.
2.3 If as a result of the inspection or testing, AGAZZI finds that the Products are not in conformity with the Order, these Conditions or any specification supplied or agreed to by AGAZZI, or that the Procedures are insufficient or inappropriate to ensure consistent conformity therewith, without prejudice to any right and remedy which AGAZZI may have pursuant to these Conditions or the applicable law, AGAZZI shall reserve the option:
(i) To require the Supplier to take forthwith all such necessary steps to make any changes, adaptations, modifications or improvements required to make the Procedures appropriate and sufficient and the Products in conformity; or
(ii) To arrange for such steps to be carried out by a third party in which event AGAZZI will deduct from the agreed price the costs incurred thereby.
2.4 If the Supplier is required by AGAZZI to submit samples of Products for approval by AGAZZI, the Supplier shall not carry out any further production until AGAZZI has approved such samples in writing and has confirmed in writing to the Supplier that such samples have been produced in accordance with the drawing specification.
2.5 No inspection or testing or approval of samples by AGAZZI shall be construed as acceptance by AGAZZI of the conformity of the Products with the Order, these Conditions or to any specification supplied or agreed to by AGAZZI and the Supplier shall remain fully responsible for such conformity.
2.6 Without prejudice to the remedies provided for in article 17.1 hereof and any right or remedy which AGAZZI may have pursuant to applicable law, the Supplier shall bear all the costs arising from disputes in connection with the conformity of Products with the Order, these Conditions and any specification supplied or agreed to by AGAZZI without any prior formal notification being required.
 
3. Packaging - Documentation - Information
3.1 The Supplier shall ensure that all Products are correctly packaged and secured to enable them to reach their destination in undamaged condition.
3.2 All Products shall also be accompanied by a delivery note stating, among other details, the delivery number, AGAZZI product identification reference number, delivered quantity and the Order number (or consumption report number for parts on consignment stock) and clearly identifying the Products including reference to numbers of any parts and drawings which have been supplied by AGAZZI to the Supplier. The Supplier shall also include in all invoices, shipping documents and correspondence the same details as required above.
3.3 Unless otherwise agreed in writing between AGAZZI and the Supplier, all Products delivered will be accompanied by a Certificate of Conformity in the form approved by AGAZZI confirming that such Products are strictly in conformity with the Order and specification.
3.4 The Supplier shall give AGAZZI prior written notice of:
3.4.1 any delivery of the Products or items accompanying the Products having toxic or other hazards to the safety or health of persons or property and shall provide full details of such hazards and of all precautions which should be taken by the AGAZZI in respect of the delivery, storage, handling, installation and use of the Products or items and provide AGAZZI with all information relating to the properties of the Products or items to enable AGAZZI to comply with all relevant legislation relating to the Products or items and/or such hazards; and
3.4.2 any delivery of Products which are perishable or of limited lifespan and of any circumstances which may adversely affect the lifespan of such Products.
3.5 In case of failure by the Supplier to comply with the provisions of articles 3.1. to 3.4. hereof, AGAZZI reserves the right to withhold payment and disregard any communication received from the Supplier without prejudice to any right and remedy which AGAZZI may have pursuant to these Conditions or the applicable law.

4. Delivery
4.1 Unless otherwise agreed in writing between AGAZZI and the Supplier, the Products shall be delivered, carriage paid, to the place of delivery specified by AGAZZI in the Order. The Supplier shall off-load the Products as directed by AGAZZI.
4.2 The date for delivery of the Products  shall be specified in the order, or if no such date is specified, delivery shall take place within twenty eight (28) days of the Order.
4.3 The date or dates of performance of the Services shall be as specified in the Order or such other date or dates agreed by AGAZZI
4.4 Time for delivery of the Products or performance of the Services shall be of the essence. Failure by the Supplier to comply with the date of delivery will therefore entitle AGAZZI to avail itself, at its discretion, of any one or more of the remedies described in article 17.1 hereof, without prejudice to any  right and remedy which AGAZZI may have  pursuant to the applicable law.
4.5 If the Products are delivered in excess of the quantities ordered, AGAZZI shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and AGAZZI shall be entitled either to return the same to the Supplier’s at the Supplier’s risk and expense or require the Supplier to collect the same from AGAZZI at the Supplier’s expense.

5. Variations to Products and Services
5.1 The Supplier shall not implement any changes whatsoever to the specification or design of Products or to the manner of provision of Services or proceed to any improvements to the Products or production process without AGAZZI’s prior written consent.

6. Ownership and Transfer of risk
6.1 The ownership in Products will pass to AGAZZI on delivery in accordance with the Order without prejudice to any right of rejection of AGAZZI.
6.2 Unless otherwise agreed in writing between AGAZZI and the Supplier, risk in the Products will pass to AGAZZI on delivery save that the Products delivered in excess of the quantities ordered as described in article 4.5 hereof and the Products which are not in conformity with the Order, these Conditions or the specification supplied or agreed to by AGAZZI will remain at the Supplier’s risk.

7. Supplies
7.1 The Supplier shall, at any time, be able to provide evidence of the availability of the Products. Any discontinuation of a Product must be promptly notified to AGAZZI by registered letter with return receipt and may not be effected with a phase-out period of less than 24 months after such notification. If the Supplier has notified AGAZZI of its intention to discontinue a Product and AGAZZI is unable to procure that Product from another supplier, the Supplier shall be bound to indicate the most appropriate replacement solution to AGAZZI.
7.2 If the Supplier fails to comply with article 7.1, without prejudice to any statutory right and remedy which AGAZZI may have, AGAZZI reserves the right to claim damages as provided for in articles 10.1 and 17.1 hereof.

8. Price and terms of payment
8.1 The agreed prices for the Products and Services will be specified in the Order and, unless otherwise agreed in writing by AGAZZI, shall be exclusive of value added tax but inclusive of all other charges.
8.2 The agreed prices are firm and shall not be subject to any increase from the Supplier without AGAZZI’s prior written consent.
8.3 Unless otherwise agreed in writing, AGAZZI shall pay the price of the Products and/or Services 60 days after the month of delivery of the Products or completion of the Services or, if later, after acceptance of the Products and/or Services by AGAZZI.
8.4 AGAZZI reserves the right to withhold payment if the Supplier submits an invoice to AGAZZI for an amount other than the agreed price.
8.5 In the event of any general reduction in the base price of raw materials used by the Supplier in the manufacture of the Products or in the costs of manufacture of the Products or supply of Services incurred by the Supplier, AGAZZI shall be entitled to a commensurate reduction in the agreed price and should the Supplier at any time quote for a supply of similar Products and Services to other customers on relatively better terms than those agreed with AGAZZI, the Supplier shall forthwith afford AGAZZI similar terms thereto.
8.6 AGAZZI reserves the right to deduct from any monies due or becoming due to the Supplier any monies due from the Supplier to AGAZZI on any account whatsoever.
8.7 Payment by AGAZZI shall not release the Supplier from its liability with regard to the Products delivered and the Services performed or the amount invoiced. Under no circumstances shall such payment waive AGAZZI’s right to pursue claims at a later date.
8.8 Acceptance and/or payment of any invoice shall not be construed as acceptance by AGAZZI of the Supplier’s terms and conditions printed on the invoice or attached to it.
8.9 Bank orders assignment of credit or any other delegated forms of payment will not be accepted, unless authorized in advance by Agazzi Giancarlo srl, in writing.
8.10 If, without any specific request or authorization by AGAZZI, goods are delivered prior to the date indicated on the Order, payment will take place on or after the date originally indicated on the Order.

9. Warranty 
9.1 The Supplier warrants that:  
9.1.1 All Products shall conform with the quality and description and other particulars stated in the Order, shall conform with all drawings, descriptions and specifications furnished, shall conform with any and all performance specifications stated or referred to in the Order, shall be of satisfactory quality and fit for their intended uses and free from all defects, apparent or hidden, including, but not limited to, defects in design, materials and workmanship and defects resulting in poor performance of the Products.
9.1.2 The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Products including, but not limited to, all the applicable safety and environmental regulations.
9.1.3 All Services shall be supplied  with the highest care and skill in full accordance with the terms of the Order and all statutory requirements and regulations relating to the performance of services and shall be of good quality and workmanship and shall be performed by properly qualified and experienced persons.
9.2 Unless otherwise agreed in writing between AGAZZI and the Supplier, the duration of the warranty period shall be of two years as from the date of passing of risk of the Products to AGAZZI.
9.3 This warranty shall apply equally to any replacement, repair or substitute or remedial Products and/or Services provided by the Supplier with AGAZZI’s consent.
9.4 In case of breach by the Supplier of its warranty obligations, AGAZZI shall be entitled to avail itself, at its discretion, of any one or more of the remedies described in article 17.1 hereof without prejudice to any statutory right or remedy which AGAZZI may have
9.5 To the extent permitted by applicable laws, the Supplier waives any plea of delayed notifications of defects

10. Indemnity
10.1 The Supplier shall keep AGAZZI indemnified in full against all direct and indirect liabilities (which include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damage, costs and expenses awarded against or incurred or paid by AGAZZI as a result of or in connection with :
(i) The Supplier’s failure to perform its warranty obligations as defined in articles 9.1 to 9.3;
(ii) Any infringement or alleged infringement of any intellectual property rights caused by any kind of uses, including, but not limited to, the offer, manufacture or supply of the Products or the performance of the Services;
(iii) Any claim made against AGAZZI in respect of any liability, loss, damage, injury, cost or expense sustained by AGAZZI‘s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the delivered Products or the performance of Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Supplier’s obligations under the Order or these Conditions  (e.g. any claim against AGAZZI in connection with a recall campaign caused by defective Products or the replacement of such defective Products or the consequences of defective Products to  other parts or to individuals)
10.2 If AGAZZI shall become the subject of a claim, the Supplier shall render all reasonable assistance as required by AGAZZI to settle and defend such claim.

11. Force Majeure
11.1 The parties shall not be held liable for any breach of the Order terms and conditions when such breach results from a force majeure event. Force majeure shall mean any event beyond the control of the affected party, which could not be anticipated upon formation of the contract, and the effects of which are compelling and unforeseeable.
11.2 A force majeure event makes it temporarily or permanently impossible to perform all or any part of a party’s obligations. Force majeure does not cover those events which would render performance of the obligations more difficult or more expensive.
11.3 In particular, strikes, lockouts or any other labour-related, financial, technical or industrial incapacity, or any impediment causing a prejudice to the parties, their suppliers and subcontractors in relation with the deliveries shall not be deemed force majeure events.
11.4 The party affected by a force majeure event shall advise the other party within eight (8) days from it becoming aware of such event. The party shall describe such event in detail and inform the other party of any relevant element capable of allowing its precise identification, and to determine its effects as to performance of its contractual obligations. The party invoking a force majeure event shall then inform the other party of its termination within the same period as provided for above.
11.5 A party failing to its obligation to inform in compliance with the procedure described in the above paragraph may not invoke a force majeure exemption.
11.6 The obligations of the party invoking force majeure shall be suspended as long as they cannot be performed due to a force majeure event. Nevertheless such party shall, as far as it is possible, remedy the situation with due diligence.
11.7 In the event that performance under the Order is rendered impossible for more then three (3) months, either party may terminate or rescind such Order by written notification to the other party, unless the parties decide to amend the Order to take into account the new circumstances arising from such force majeure event.
11.8 The occurrence of a force majeure event may however not relieve the relevant party from its liability for any negligent conduct or lack of diligence to remedy the situation or to remove its cause in a reasonable and adequate manner.
11.9 A force majeure event may not give rise to a claim for damages. AGAZZI will only be liable to the Supplier for such part of the Order which was performed before the force majeure event arose. Any pre-paid amount shall be refunded to AGAZZI.

12. Limitation of Liability
12.1 AGAZZI shall, in no event, be liable for indirect damages of any nature whatsoever, such as but not limited to loss of profit, lost savings, revenue or clients.
12.2 AGAZZI’s total liability for any direct damages shall be limited to € 20,000 (twenty thousand Euro).

13. Insurance
13.1 The Supplier shall take out a Products Civil Liability Insurance Policy after delivery for a sufficient amount covering it for the financial consequences of civil liability which may arise in the event of physical injury, material and immaterial damages, whether direct or indirect, sustained by AGAZZI or third parties as a result of the Products. This insurance policy shall cover any recall campaigns conducted by AGAZZI. This insurance shall not constitute a limitation of the Supplier’s liability.
13.2 Furthermore, the Supplier shall ensure that all insurance certificates and associated documents are made available to AGAZZI.

14. Intellectual property – Confidentiality
14.1 All patterns, specifications, drawings, sketches, models, samples, tools, dies, moulds, designs, technical information or data or other proprietary information written oral or otherwise, furnished to the Supplier by AGAZZI or on its behalf or paid for by AGAZZI
(i) shall be and remain the property of AGAZZI ;
(ii) shall, where in tangible form, be maintained by the Supplier in good condition and returned promptly to AGAZZI, carriage paid, (together with all copies) at AGAZZI’s request ;
(iii) shall be treated as strictly confidential ;
(iv) shall be kept safely and shall not be used or disclosed by the Supplier except strictly as required in the course of performance of an Order.
14.2 All patterns, tools, dies, mould, jigs and other equipment and materials furnished by AGAZZI to the Supplier and/or procured by the Supplier but paid for by AGAZZI and any replacements therefore shall be kept separately from the Supplier’s property and clearly identified as the property of AGAZZI. To that effect, the Supplier shall permit AGAZZI to verify, during normal working hours, compliance with this article 14.2. All such property shall be held at the Supplier’s risk and shall be insured by the Supplier at its expense for an amount equal to its replacement cost with loss payable to AGAZZI.
14.3 Supplier shall keep in strict confidence all information, including, but not limited to, all technical or commercial know-how,  specifications, inventions, processes or initiatives which have been disclosed to the Supplier by AGAZZI or its agents, or which are created by the Supplier in performing the Order and any other confidential information concerning the AGAZZI’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to AGAZZI and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier.
14.4 When a separate non-disclosure agreement is signed between AGAZZI and the Supplier, the provisions of such agreement shall prevail over these Conditions.

15. Tooling
15.1 The Supplier shall use its best endeavors to design the tool or any equipment the purpose of which is to produce the Products (“Tool”)  in such a way as to make such tool function in any standard equipment.                                     
15.2 The Supplier shall use the tool exclusively for AGAZZI production and shall not be entitled to use it, directly or indirectly, for any third party or move it outside the production plant of the Supplier without first obtaining prior written consent from AGAZZI. To that effect, the Supplier shall permit AGAZZI to verify, during normal working hours, the keeping and proper usage of the tool and compliance with the other provisions of this section 15.
15.3 The maintenance and repair of the tool shall be effected promptly by the Supplier and at its costs as long as the guaranteed production quantity as agreed between the parties in the Order has not been reached.
15.4 For a period of 24 months after the Supplier has last used the tool(s) to produce a specific Product, the Supplier shall store and maintain the tool at its costs. The Supplier shall promptly notify AGAZZI of the expiry of this 24 month period and shall, in no circumstances, destroy or affect the tool to another use without first obtaining prior written consent from AGAZZI.  At AGAZZI’s request, the Supplier shall promptly return to AGAZZI the tool at the Supplier’s own costs.

16. Termination
16.1 AGAZZI shall have the right at any time and for any reason to terminate the contractual relationship with the Supplier, in whole or in part, by giving the Supplier thirty (30) days written notice whereupon all work under the Order shall be discontinued and AGAZZI shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
16.2 Without prejudice to its right to damages, AGAZZI shall have the right at any time by giving written notice to the Supplier to terminate its contractual relationship with the Supplier immediately if:
16.2.1 the Supplier commits a breach of its obligations under the Order or these Conditions and has not remedied the breach within fifteen (15) days following a formal demand from AGAZZI requiring remedy thereof;
16.2.2. the Supplier commits a material breach of its obligations including, but not limited to, the Supplier’s failure to comply with the provisions of articles 4, 5, 9, 12, 13, 18, 19
16.2.3. the financial position of the Supplier deteriorates to such an extent that in the opinion of AGAZZI the capability of the Supplier to adequately fulfil its obligations under the Order or these Conditions has been placed in jeopardy.
16.2.4. the Supplier is subject to winding up, bankruptcy proceedings or any other proceedings having a similar effect.
16.3 Termination of the contractual relationship with the Supplier shall not affect any accrued rights or liabilities of AGAZZI, nor shall it affect any provision of the Order and these Conditions, which is expressly or by implication intended to come into or continue in force on or after such termination, such as intellectual property, warranty, liability and confidentiality provisions.
16.4 On completion or termination of the contractual relationship, howsoever arising, the Supplier shall immediately return all records, papers, materials, media and other property of AGAZZI which is in its possession.

17. Express cancellation clause pursuant to breach Ethics
The Supplier undertakes: 

1. for the purposes of performing this agreement, to comply with the provisions of the “Code of Conduct for Business Partner ( Suppliers )” adopted by the company AGAZZI, a copy of which it is published on its website www.agazzi.bg.it;
2. to allow the company AGAZZI to perform audits as it deems appropriate of compliance with the “Code of Conduct for Business Partner ( Suppliers )”  by the Supplier, and deliver to the company AGAZZI the documents requested for performing these audits;
3. to indemnify and hold the company AGAZZI harmless against all prejudice that might be caused to it due to its conduct in violation of the “Code of Conduct for Business Partner ( Suppliers )”.

Failure by the Supplier to comply with the “Code of Conduct for Business Partner ( Suppliers )” shall constitute grave breach of contract and entitle the company AGAZZI, at its own discretion and according to the ascertained gravity thereof to:
−     terminate this agreement early, effective immediately, pursuant to Section 1456 Italian Civil Code and to receive a penalty in the amount of 5% of the tot open orders value (purchase orders/contracts between AGAZZI and the Supplier), without prejudice to the possibility of compensation for any greater damage, or
−     continue the contractual relationship with the Supplier by requesting, as a penalty, the amount 5% of the tot open orders value (purchase orders/contracts between AGAZZI and the Supplier), without prejudice to the possibility of compensation for any greater damage.”

18. Remedies
18.1 Without prejudice to any right or remedy which AGAZZI may have pursuant to these Conditions or the applicable law, if any Products are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of these Conditions and of an Order, AGAZZI shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Products and/or Services have been accepted by AGAZZI :
18.1.1 To cancel the Order in whole or in part;
18.1.2 To reject the Products (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Products so returned shall be paid forthwith by the Supplier or to reject the Services;
18.1.3 At AGAZZI’ s option to give the Supplier the opportunity at the Supplier’s expense either to remedy the non-conformity of the Services and Products or to supply replacement Products and carry out any other necessary work to ensure that the terms of these Conditions and the Order are fulfilled;
18.1.4 To refuse to accept any further deliveries of the Products or to continue performance of the Services;
18.1.5 To carry out itself or through another supplier at the Supplier’s expense any work necessary to make the Products or the Services comply with the Order, these Conditions and any specification supplied or agreed to by AGAZZI;
18.1.6 Recover from the Supplier any expenditure reasonably (directly or indirectly) incurred by AGAZZI in obtaining the Services or the Products in substitution from another supplier (e.g. in case of Supplier’s failure to deliver the Products or perform the Services pursuant to Article 4.2 hereof);
18.1.7 To claim, without any prior formal notification, such damages, loss, costs or expenses incurred (directly or indirectly) by AGAZZI as the result of the Supplier’s breach of its obligations under the Order and these Conditions.

19. Sub-contracting
19.1 The Supplier may not sub-contract its obligations hereunder without the prior written consent of AGAZZI.
19.2 Any authorised sub-contracting shall not relieve the Supplier of any of its obligations and liabilities under these Conditions and the Order and the Supplier shall be fully and solely liable for the acts and omissions of its sub-contractors

20. Intuitu personae
20.1 The obligations of the Supplier under the Order and these Conditions may not be transferred or assigned, without AGAZZI’s prior written consent. AGAZZI may legally terminate the contractual relationship with the Supplier without notice in the event of breach of this obligation.
20.2 Should the shares or assets in the Supplier’s be sold or should there be a change in the direct or indirect control of the Supplier’s, the Supplier undertakes to immediately inform AGAZZI thereof which may legally terminate the contractual relationship with the Supplier without notice.

21. Privacy
In its role of Data Controller, this company collects your data to manage relations only. Therefore your data may be shared with third parties that, as Data Collector Managers or independent Data Collectors, participated in our company process solely to fulfil specific legal requirements or for contractual and accounting purposes.
To access your personal data, to request it to be rectified, and to object to the treatment of your data as per privacy legislation, contact the Data Controller as follows:
Agazzi Giancarlo srl – via Manzoni, 9 – 24045 Fara Gera d’Adda ( Bg ) Italy – +39 0363 399922 – Purchasing Department

22. Dispute Resolution - Applicable law – Jurisdiction
22.1 Both Parties agree to put forward their best commercially reasonable efforts to resolve  any claim or dispute arising out of their commercial relationship within fourteen (14) days of notice of such claim or dispute.
22.2 If a dispute cannot otherwise be resolved, senior manager from both the Supplier and AGAZZI with authority to settle the dispute will meet at a mutually acceptable place and time, within a reasonable period of time (not to exceed seven (7) days after the expiry of the initial fourteen (14) day period) after one of the Parties has requested such a meeting, to attempt to resolve the dispute or to agree upon a method for resolving the dispute fairly and economically.
22.3 If the Parties are unable to resolve the claim or dispute within seven (7) days of such meeting or such other length of time that the Parties agree, then the provisions of sub-clause 22.4. shall apply.
22.4 These Conditions are regulated by Italian Law and are subject to the sole jurisdiction of the Court of Bergamo. Nevertheless Italian law concerning the conflict of laws is not applied. If part of the provisions of these Conditions are considered invalid or without effect by a court, this does not lead to the invalidity or lack of effect of the other provisions. If legal action is taken, all communications must be made in writing and sent to the legal representative of each party at the address of their respective registered offices. The Geneva Convention on Contracts for the Sale of International Goods does not apply.

23. Transfer
AGAZZI may sell or transfer its obligations and its rights, fully or in part, to a third party. The Supplier may only do the same with the written consent of AGAZZI.

Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code and since these Conditions are mentioned in contract documents such as for example in Purchase Orders, the following clauses are considered as expressly approved by the Supplier by the mechanism of tacit consent :
1. Application - Variation
2. Quality Procedures - Inspection - Samples
3. Packaging - Documentation - Information
4. Delivery
5. Variations to Products and Services
6. Ownership and Transfer of risk
7. Supplies
8. Price and terms of payment
9. Warranty 
10. Indemnity
11. Force Majeure
12. Limitation of Liability
13. Insurance
14. Intellectual property – Confidentiality
15. Tooling
16. Termination
17. Express cancellation clause pursuant to breach Ethics
18. Remedies
19. Sub-contracting
20. Intuitu personae
21. Privacy
22. Dispute Resolution - Applicable law – Jurisdiction
23. Transfer