GENERAL TERMS AND CONDITIONS OF PURCHASE
1. PREMISES AND COMPLIANCE WITH THE LAW
SumiRiko Italy S.p.A. (“SumiRiko”) operates in the sector of the automotive industry, in particular in the design, development and production of subsystems and components for engines and applications platforms.
It is SumiRiko‘s main interest to ensure that its products have highly competitive levels of safety, quality, reliability, technical updating, service and costs.
These general terms and conditions (the “Terms and Conditions”) shall apply to all orders for goods, services and/or work provided to SumiRiko by suppliers (individually the “Supplier” and jointly the “Suppliers”) independently of the classification of the relationship (sale, supply, sub-supply, service agreement, etc.).
Any particular terms and conditions also by way of exception to the Terms and Conditions, shall be expressly approved in writing within the context of an order or by a separate letter.
Supplier warrants that it is able to contribute to the achievement of this essential interest of SumiRiko and undertakes to respect in full all the laws and regulations applicable in the performance of the obligations undertaken under the Terms and Conditions. In particular, Supplier shall respect strictly all the provisions on the following matters: (i) health and safety at work, (ii) environment, (iii) packaging and shipping of goods (above all when they contain hazardous substances), (iv) quality, (v) taxes and social contributions, (vi) labor law and national and/or local collective bargaining agreements, (vii) criminal liability of entities.
Supplier represents that it has all the necessary experience and the human and financial resources adequate to assure the performance of the obligations undertaken in relation to the supply of goods, services and/or work under the Terms and Conditions. In particular, Supplier shall manufacture the goods and render the services in a prompt and professional way and respecting the highest standards of its sector.
Supplier shall at all times comply in full with the guidelines and instructions of SumiRiko provided in compliance with the Terms and Conditions.
2. PLANNING, ORDERS AND ORDERS BECOMING BINDING
Normally SumiRiko shall provide to Supplier a delivery plan binding in the short term (according to what is indicated in the orders) and indicative of purchase forecasts in the medium and long term. The duration of the production and delivery plans shall depend upon the lifespan of each production project for SumiRiko’s customers.
An order shall be considered binding when acceptance is received in writing (confirmation) from Supplier. If such acceptance does not arrive within 30 (thirty) days of the date of the order, SumiRiko shall have the option to consider the order revoked, but not without first having given notice thereof to Supplier.
Orders and acceptance shall normally be in writing. Email messages and faxes shall be considered equivalent to written documents for all effects.
If the terms and conditions contained in the confirmation differ from those of the order the agreement shall be considered binding when one of the parties receives from the other full and final express acceptance of the contract terms and conditions.
The order shall be considered as binding even by the simple commencement of performance by Supplier, so long as such performance does not occur after any revocation of the order by SumiRiko. In such case Supplier shall be considered as having accepted the Terms and Conditions and all the terms and conditions contained in SumiRiko’s order.
SumiRiko shall accept only the quantities ordered. Any tolerance as to the quantity must in any event be agreed expressly.
3. TECHNICAL INFORMATION AND EQUIPMENT
The drawings, specifications, rules and tables, models and samples and any other technical documentation (“SumiRiko Technical Information”) as well as the molds, equipment and machinery entrusted by SumiRiko to Supplier or made by Supplier on behalf and to the order of SumiRiko (“SumiRiko Equipment”), shall remain the property of SumiRiko and may be used only for the performance of the supply. Supplier shall identify clearly (for example through the affixing of marks or metal labels) the ownership of the SumiRiko Equipment. SumiRiko reserves the right to withdraw the SumiRiko Technical Information and/or e/o the SumiRiko Equipment at any time.
Supplier cannot copy or reproduce the SumiRiko Technical Information and/or the SumiRiko Equipment or assign it or allow third parties to use it without the prior written authorization of SumiRiko. This obligation shall apply also when the equipment used for the supply is owned by Supplier.
Supplier recognizes that the manufacture and sale of products on the basis of the SumiRiko Technical Information and/or using the SumiRiko Equipment, both for production purposes and for spare parts or for any use outside the contractual dealings with SumiRiko, shall constitute a serious breach of the Terms and Conditions, even when there is no reference to the name, trademarks, or distinctive marks of SumiRiko.
Supplier shall use the SumiRiko Equipment with the utmost care and diligence, shall take the measures necessary for its correct preservation and shall, at its own expense carry out the ordinary maintenance including repairs due to normal wear and tear. Should the models and/or the equipment used for the supply be owned by Supplier, it shall, at its own expense, carry out the ordinary and extraordinary maintenance to it, shall restore it (if necessary), as well as preserve it until SumiRiko authorizes it scrapping.
Supplier undertakes to insure the SumiRiko Equipment against the risks of fire and theft and for the relative civil liability for an adequate maximum insured amount.
Supplier shall report to SumiRiko, the extra repairs and replacements which may be necessary in relation to the SumiRiko Equipment. Should they not be attributable to negligence or damages caused by Supplier, the relative expense shall be borne by SumiRiko, unless otherwise agreed.
4. QUALITY, CERTIFICATION AND DOCUMENTATION
Supplier undertakes to do everything necessary to guarantee the quality of the goods supplied and their conformity with SumiRiko’s order and any other contract document that shall contain also all the characteristics of the goods.
Supplier shall communicate to a SumiRiko the existence of any certifications (for example, ISO 9001, ISO 14.001, ISO 16949, OHSAS 18.001) and undertakes to keep such certifications in being for the entire term of the relationship, it being agreed that if they are not renewed or if they are cancelled this would constitute a serious breach by Supplier and will entitle SumiRiko to terminate the relationship with immediate effect.
Supplier shall, before starting deliveries, carry out the tests and controls agreed or prescribed and the further tests or controls which may become necessary in order to assure, verify and certify the conformity of the goods to what has been agreed.
Supplier shall allow at any time the access by SumiRiko or by its representatives to the place where the goods are being manufactured, assembled, installed and/or stored and shall provide all necessary assistance in relation to accesses and inspections on the matter of the quality of the goods.
5. MATERIALS, SUBSTANCES USED AND HAZARDOUS SUBSTANCES
The materials used by Supplier must always be first choice ones, of the best possible quality and free from any defect.
The materials supplied to SumiRiko, must be in compliance with what is laid down in SumiRiko’s quality documentation and, in particular in the “General supply provisions NRI 20.2 F”, as concerns the technical and quality aspects of the goods supplied.
If the materials are supplied by SumiRiko, Supplier shall test them and insure them against the risks of fire and theft.
Supplier acknowledges that SumiRiko complies with the applicable legislation concerning the registration, assessment, authorization and restriction of chemical substances (EU regulation no.1907/2006 and subsequent amendments and supplements – REACH Regulation) and undertakes to communicate to SumiRiko all the information relating to the substances used in the production of the goods being supplied and the relative quantities. Supplier shall promptly update SumiRiko in the event of any change after such communication.
Supplier acknowledges that SumiRiko respects US legislation (Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 and any subsequent amendments and supplements) on minerals originating from conflict areas (so-called conflict minerals such as gold, tungsten, tin, tantalum etc.) and undertakes to cooperate with SumiRiko in relation to these matters, allowing accesses and audits and providing all the documentation which may be requested by SumiRiko, also with regard to any sub- suppliers.
Supplier shall mark the goods are being supplied containing hazardous substances with the applicable hazard symbols. The shipping documents for these goods shall include a hazard declaration, shall indicate the name of the hazardous material and shall be accompanied by the information on the conduct to be adopted in the event of emergencies. Supplier shall communicate promptly to SumiRiko all available information relative to potential and actual hazards during handling and use of the goods containing hazardous substances.
Supplier shall keep at its warehouses the stocks of goods necessary to assure continuity of the procurement according to plans that shall be agreed with SumiRiko.
Should Supplier, due to serious objective obstacles, expect that it will not manage to comply with the delivery plans, it shall give immediate notice thereof to SumiRiko, which may authorize Supplier to make the necessary withdrawals from the stored safety stock. Supplier will promptly restock the safety stock as soon as the contingent situation is no longer in existence.
SumiRiko is entitled to check, at any time, through its representatives, the amount of the stock and the quality of the conditions of storage/preservation. Should it discover a quantity of stock that is lower than what has been declared by Supplier, SumiRiko may decide, from time to time, on the appropriate actions to be taken, also of an economic nature, against Supplier to guarantee the performance of the commitments undertaken as well as to limit the damages which could be caused to SumiRiko.
Upon agreement with Supplier, SumiRiko may store the safety stock at its own plants and/or warehouses. In this case the goods shall remain Supplier’s property, and Supplier must bear the relative operating costs, including those for insurance. The goods may become the property of SumiRiko upon written communication to Supplier that they have been withdrawn, without prejudice to Supplier’s right to check the quantity of goods stored.
7. CHANGES AND SUSPENSION
SumiRiko shall be entitled to ask for modifications with respect to the quantity, the object of the supply and/or the nature of the goods and/or services. SumiRiko shall also be entitled to request changes to designs, projects, models, instructions, specifications etc. concerning the supply by the Supplier.
Should in Supplier’s opinion any modification requested by SumiRiko influence the agreed price and/or delivery terms, Supplier shall promptly give notice thereof in writing to SumiRiko by and no later than 8 (eight) days after receipt of the notice of requested modification.
Should in SumiRiko’s opinion, the impact on the price and/or on the delivery terms not be reasonable in relation to the purpose and nature of the modification, SumiRiko shall be entitled to cancel the order by written notice to Supplier. Cancellations made on the basis of this clause do not authorize Supplier to claim compensation for damages or other amounts for any title or cause. The parties shall negotiate in good faith, from time to time, to contain as far as possible the expenses arising from the non-use of the modified or cancelled goods.
Supplier shall not be entitled to make any modifications relative to the quantity, object of the supply and/or nature of the goods and/or the services without the prior written approval of SumiRiko.
8. TRANSFER OF RISK
The goods supplied are to be considered as always delivered to the premises of SumiRiko set forth in the order, even if the shipping expenses are at the charge of SumiRiko.
The transfer of the risk from Supplier to SumiRiko shall take place solely at the time of delivery of the goods at the SumiRiko premises.
9. PACKAGING, SHIPPING AND DELIVERY
The goods will be packed and marked correctly as required for shipping, destination and unloading and/or as indicated in the order. Every item of goods shall be correctly numbered, labelled and positioned according to best practice.
Supplier shall propose to SumiRiko, for its approval, the type of packaging using the forms drawn up by SumiRiko (packing list).
The delivery terms, to be established by mutual agreement with Supplier, are indicated in the order and must be strictly observed, except in the events of force majeure. Therefore as well as delays also advance deliveries with respect to the planned deliveries are to be excluded, unless otherwise agreed expressly.
Delivery shall include also the providing of all the documents relative to the order, such as drawings, quality certificates (as well as all the documentation necessary regarding the materials used and their ability to guarantee the required quality standards), certificates of origin, certificates of inspection, guarantees, instructions and maintenance manuals and any other document indicated by SumiRiko in the Terms and Conditions, in the order, in any other contract document as well as in the procedures applicable to the supply. In particular, the certificate of origin shall be provided to SumiRiko in the sampling phase.
10. DELAYS AND PENALTIES
The delivery term shall be extended when events of force majeure arise independent of the wish of Supplier that prevent the due performance of the order. Events of force majeure shall include natural disasters, provisions of the Authorities, national or local strikes (but with the exclusion of labor disputes which relate exclusively to Supplier), interruptions of transportation (with the exception of those caused by breaches of the Supplier) and in general any event which is outside the reasonable possibility of control of Supplier.
In any event Supplier shall notify SumiRiko immediately in writing of the arising and ceasing of events of force majeure and shall take all steps in order to limit their effects.
SumiRiko may apply a penalty of 1% of the value of the goods not delivered for each full week of delay, up to a maximum of 5% of the total value of the order, without prejudice to compensation for higher damages suffered.
Should the delay exceed 25 working days, SumiRiko, always without prejudice to the right to compensation for higher damages suffered, may at its choice (i) continue to apply the penalty within the maximum of 5% of the total value of the order; or (ii) terminate the order by simple written notice; and (iii) procure the goods being supplied elsewhere and at any time at the risk and danger of Supplier, even outside the provisions of arts. 1515 and 1516 of the Civil Code.
11. ACCEPTANCE AND DEFECTS
The simple delivery of the goods ordered does not mean acceptance by SumiRiko, as verification of their conditions, quantity and quality shall be carried out exclusively by the officers of SumiRiko in charge of controls.
After having been so authorized by SumiRiko, Supplier may send its personnel to the plants of SumiRiko to examine the equipment and procedures used in the testing.
Notification of faults and/or defects in the goods delivered may be made by SumiRiko within nine months of receipt of the goods. However, if the faults and/or defects were detected at SumiRiko customers, the notification may be made within 12 (twelve) months of receipt of the goods with the application of the warranty clause. SumiRiko shall be entitled to notify any concealed fault within 12 (twelve) months of discovery whether it was made at SumiRiko or at SumiRiko customers.
In the presence of any discards or non-conforming goods SumiRiko may: (i) recover the defective goods with additional processing to be paid by Supplier, on the basis of agreements reached from time to time; or (ii) ask for the replacement of the discards or of the entire batch of goods; or (iii) refuse the discards of the entire batch of which the goods are part without asking for their replacement, when the replacement batch can no longer be used by SumiRiko, in any event (iv) debit Supplier with the costs of selection of the nonconforming batches and the fixed overheads for the nonconforming components.
The rights of SumiRiko described herein may be exercised even if the goods have already been put into processing and the relative Supplier invoices have already been paid.
If the materials are supplied by SumiRiko: (i) no amount shall be recognized to Supplier for the processing performed on the goods which have to be discarded for any reason; (ii) the goods which cannot be used due to faults in processing contested by SumiRiko are discarded; and (iii) if provided under toll manufacturing, the material shall be debited to Supplier after having deducted the value of any materials that can be recovered.
Unless otherwise indicated in the order or unless otherwise agreed between the parties, (i) the prices agreed in accordance with the Terms and Conditions shall be fixed and not subject to any review, and (ii) the prices shall include packaging and shipping, will not include VAT and/or any other tax or contribution applicable (but they will include customs duties) and shall be based upon the delivery terms agreed between the parties.
13. INVOICING, DELIVERY NOTES, PAYMENT AND OFFSETS
Invoices must relate to the goods and/or services of one order only, subject to the same VAT rate.
In addition to all the information compulsory by law, invoices must specify (i) the order number and the number of the relative delivery notes and (ii) a list of the goods following the progression of the delivery notes.
The goods must be accompanied always by delivery notes – in the number of copies required by SumiRiko – containing the following information: supplier’s name, identification number / drawing or symbol of SumiRiko, name of goods, date of shipment, order number, warehouse number, quantity for each delivery, number of packages delivered and any other information expressly required in the order. Each delivery note must contemplate the goods of one order only.
SumiRiko shall make payment, in the agreed way and on the due dates, exclusively by bank direct remittance into the current account registered in Supplier’s name and opened at a bank of the same country as Supplier, subject to the receipt of a statement of account of the invoices issued, separately for each due date. This statement of account must reach SumiRiko 30 (thirty) days before the due date.
Supplier is expressly prohibited from issuing drafts for the payment of the supplies. If drafts are issued they will not be withdrawn and Supplier shall be held liable for all the consequent damages.
SumiRiko shall be entitled to offset any amount due to Supplier against any other amount due from Supplier to SumiRiko by simple written notice.
Supplier confirms, certifies and warrants that the goods and/or services (as the case may be): (a) respect the specifications indicated in the order, (b) have the agreed characteristics, (c) are free from defects in materials and in workmanship / have been made in a state-of-the-art way, (d) are free from encumbrances and any third party right, (e) are fit for the intended purpose and/or purpose required by SumiRiko, (f) duly respect all applicable laws and regulations, including those on quality, health and safety and the environment and reflect the requirements of best practices in the sector, (g) have all certifications and approvals and are fully in compliance with the regulations applicable to products within the European Union, including CE labelling regulations.
Should SumiRiko discover “non-conformities”, it shall give prompt written notice thereof to Supplier and the risk relative to the refused goods shall be transferred from SumiRiko to Supplier. Supplier shall pay the shipping costs for the refused goods.
Should it be Supplier that has discovered “non-conformities” with respect to the technical specifications indicated in the order, it shall promptly provide the following information in writing to SumiRiko: design number or code and name of the goods, type of discrepancy of the characteristic with respect to the specification, quantity of goods involved and period of supply affected and shall request the approval of SumiRiko. Only after such approval by SumiRiko, can Supplier deliver the goods.
Unless otherwise agreed in the order, Supplier shall warrant the goods, including therein any relative material and component, for a period of 1 (one) year starting from the date of delivery to SumiRiko in the event of the supply of perfectly installed and functioning machinery or 2 (two) years in any other case. At the request of SumiRiko, Supplier shall carry out promptly, at its own expense, all the necessary modifications and repairs to or replacements of the goods in the event of malfunctions or defects during the warranty period. The warranty period shall extend for the entire period when the goods cannot be used due to modifications, repairs or replacements made by Supplier.
Supplier shall obtain the same warranty terms and conditions from sub-suppliers as the warranty granted to SumiRiko.
Modifications, repairs or replacements made by Supplier in accordance with the warranty do not exclude indemnification of SumiRiko for any further damage suffered as a result of breach by Supplier.
At the request of SumiRiko, Supplier shall join any legal proceedings commenced against SumiRiko for breach of warranty or other cause, asking the Court to exclude SumiRiko from the proceedings. Supplier shall indemnify and hold SumiRiko harmless against all relative costs and expenses.
In any event, Supplier shall supply to SumiRiko the spare parts, in the quantities and in the time necessary to satisfy the requirements of SumiRiko customers and shall allow SumiRiko to provide an adequate after sales assistance service.
In the case of end of production of the goods supplied, Supplier shall agree in advance with SumiRiko possible special deliveries and/or a stock plan for after sales assistance and undertakes to supply spare parts for a period of not less than 10 (ten) years after stoppage of mass production at the final customer.
Supplier supply the spare parts to SumiRiko with a production and quality level at least equivalent to that provided for normal production.
15. RECALL CAMPAIGNS
Should at any time, SumiRiko or a SumiRiko customer decide on a recall campaign for its products to replace or repair a part attributable to the goods being supplied, because they are affected by a defect capable of prejudicing the safety of the final products or their conformity with legislation, as well as the quality of the same products, Supplier shall be bound to: (i) deliver to SumiRiko, with the utmost urgency, without suspending or delaying the delivery plans for ordinary supplies, at its own expense and without any additional charge to SumiRiko, the goods necessary to carry out the recall campaign; and (ii) reimburse to SumiRiko the cost of the operations necessary to replace and/or repair the goods and to identify the goods affected by the recall campaign as well as any other cost necessary to carry out the recall campaign incurred by SumiRiko or debited to the same by its customers.
16. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
Supplier warrants that all the uses, including the resale of the goods supplied and/or of the further materials purchased or manufactured for SumiRiko, will not breach in any way the rights relative to trademarks, patents, models or other industrial and/or intellectual property right of any third party.
Supplier shall be the sole and exclusive party responsible for the damages caused by third-party actions that attempt to enjoin and/or limit the marketing and the sale of the goods and/or modify their terms and conditions of sale.
SumiRiko reserves all industrial and/or intellectual property rights arising and/or resulting from the performance of any contractual relationship with Suppliers, their directors, personnel, agents and/or third parties involved in the performance of the orders.
At the request of SumiRiko, Supplier shall cooperate in the formalities necessary to establish and/or confirm all the industrial and/or intellectual rights arising and/or resulting from any contractual relationship to the benefit of SumiRiko.
Supplier shall use all the industrial and/or intellectual property rights of SumiRiko, including any know-how, exclusively for the purposes of the performing the orders.
Supplier shall hold SumiRiko harmless and indemnified in the event of any claim based upon the breach of any industrial and/or intellectual property right of third parties arising from and/or in any way connected with the performance of an order.
17. INDEMNITY AND INSURANCE
Supplier shall be liable towards SumiRiko, SumiRiko’s customers and any third party and shall indemnify and hold SumiRiko harmless against any loss, damage, cost and expense of any nature (whether in the case of direct or indirect damages), arising from the breach by Supplier of its obligations arising from the order or from the performance of an illegal act. Supplier shall be liable for the consequences of its breaches even if attributable to its employees, managers, directors, agents, subcontractors and/or suppliers.
On request, Supplier shall fully and promptly indemnify SumiRiko in the event of actions for compensation for damages taken by customers or by third parties and in any way relative to liability for defective products. Supplier shall negotiate in good faith settlement agreements with these third parties or shall defend in the aforementioned actions before the competent Court separately or jointly with SumiRiko, at the latter’s discretion.
Supplier shall keep in place an insurance coverage in line with the applicable laws and normal practice in the area in which it operates (in particular against the risk of product liability) with an adequate maximum insured amount, in any event not lower than that which may be indicated in the order. On request Supplier shall deliver to SumiRiko a copy of the policy, proof of payment of the relative premium and the documentation relative to each claim
18. WITHDRAWAL AND TERMINATION
SumiRiko shall be entitled to withdraw from the order by written notice to Supplier should (i) Supplier not be able to fulfil the commitments undertaken due to reasons other than breach of contract; (ii) Supplier be in liquidation or have filed an application for bankruptcy, composition among creditors or any other similar procedure; (iii) the shareholders and/or the management of Supplier have changed; (iv) SumiRiko has proposed modifications to the order which have not been accepted by Supplier.
No compensation shall be due to Supplier in the event of withdrawal by SumiRiko except for the payment of the work carried out to be established taking account of the interests of SumiRiko.
SumiRiko shall be entitled to terminate the contractual relationship with Supplier should Supplier be in breach of any of the terms and conditions set out herein and not remedy such situation within 15 days of receipt of a notice to such effect from SumiRiko.
In addition to all cases of termination contained in other clauses of the Terms and Conditions, SumiRiko shall have the right to terminate the contractual relationship with immediate effect in the event of breach by Supplier of any of the following clauses: 1 (breach of labor law as well as environmental, health and safety at work legislation), 3 (breach of the obligations on SumiRiko Technical Information and SumiRiko Equipment), 4 (cancellation or non-renewal of certifications by Supplier), 5 (absence of qualities of materials – breach of the provisions on hazardous substances ), 6 (non-maintaining of planned stock), 9 (delivery delays), 10 (non-payment of penalty), 14 (breach of warranty), 16 (breach of intellectual or industrial property rights of SumiRiko or of third parties), 17 (breach of obligations assumed in the matter of product liability), 19 (breach of confidentiality undertaking), 20 (assignment or subcontracting without the prior consent of SumiRiko), 22 (breach of the obligations on administrative liability).
Without prejudice to the above, SumiRiko reserves the right to cancel an order to Supplier in whole or in part. In such case Supplier shall be compensated exclusively for the expenses directly incurred until the date of communication of the cancellation.
In all cases of withdrawal or termination of the contractual relationship with Supplier, (a) SumiRiko shall be entitled to obtain possession of the goods and the relative technical documentation in order to complete the supply directly or through an alternative supplier, and (b) SumiRiko may claim for compensation for damages suffered, including consequential damages and loss of profit.
Supplier undertakes to keep strictly confidential with respect to third parties all information coming from SumiRiko that it has become aware of in performing the supply of goods or services in accordance with the Terms and Conditions.
Supplier shall use such information exclusively for the performance of orders, in no case may it duplicate it and you shall make it available to any third party (for example quality inspectors) only after having obtained the prior written approval of SumiRiko.
Supplier acknowledges that all the information provided by SumiRiko in relation to or in connection with any order for goods or services in accordance with the Terms and Conditions shall remain the property of SumiRiko and undertakes to return it promptly to SumiRiko at its own expense and upon simple request.
20. SUBCONTRACTS – ASSIGNMENT – NO ASSIGNMENT OF ACCOUNTS RECEIVABLE
Supplier undertakes to perform directly and personally all the obligations undertaken on the basis of an order from SumiRiko. The prior written consent of SumiRiko shall be necessary for any form of assignment and/or subcontracting of the obligations undertaken by Supplier. When SumiRiko expresses its consent, Supplier undertakes to enter into with sub-supplier an agreement upon terms and conditions substantially identical to the Terms and Conditions and shall exercise, also on behalf of SumiRiko, or on request shall assign to SumiRiko, all the rights arising from the agreement with the sub-supplier.
In no case may the order from SumiRiko be considered assignable by Supplier, while SumiRiko may assign the contractual relationship to any other company (for example to its parent company or to a subsidiary company) by simple written notice to Supplier. The transfer of control of the majority of the share capital, change in control of the management of Supplier and/or the sale of a branch of business shall be considered “assignments” for the purposes of this clause.
The accounts receivable arising from the contractual relationships governed by the Terms and Conditions cannot be assigned or delegated in any form, without the prior written consent of SumiRiko. All Supplier’s invoices shall clearly indicate that the relative receivables cannot be assigned and SumiRiko shall be entitled to suspend payment of any invoice that does not bear such wording.
The parties shall address all notices relative to a supply of goods or services to the address, fax number and/or email address indicated in the contract documents (order, acceptance etc.) or on their respective websites. If such information is missing, all notices may be addressed to the respective registered offices. Notices may be given in Italian and/or in English. Any change in address must be previously communicated in writing to the other party.
Supplier undertakes to communicate to SumiRiko the name of the person(s) instructed to keep contacts with SumiRiko in relation to the supplies, informing SumiRiko in advance of any change.
The non-exercising by a party of one or more rights provided in its favor in the Terms and Conditions can in no way be construed as a waiver to the same rights.
Should any clause of these Terms and Conditions be declared invalid or unenforceable this shall not affect the validity of all the other clauses. Should a clause not be valid, SumiRiko and Supplier shall negotiate in good faith a new clause that is valid and effective, having substantially the same effect as the null and void or unenforceable clause
Supplier undertakes not to use its relationship with SumiRiko for advertising or promotional purposes without the prior written authorization of SumiRiko.
Upon acceptance of the Terms and Conditions, each party shall give to the other consent to the processing, dedication and dissemination of its data, declaring that it has been adequately informed by the other party of the purposes of the processing and of the rights under the applicable law.
22. ADMINISTRATIVE LIABILITY
(Legislative Decree No. 231/2001)
Supplier declares that it knows the provisions of Legislative Decree no. 231 of 8 June 2001, on the “administrative liability” of legal entities (the “Decree 231”) and that consequently it is aware that Decree 231, in addition to the criminal liability of individuals who have actually committed the action, provides for the direct liability of the legal entity for a series of criminal offences committed by its employees or by other specified persons belonging to its organizational structure.
The list of criminal offences under Decree 231 is absolute but it may be extended in the future and in such case this clause shall be considered as automatically extended towards criminal offences contemplated in the Decree even if introduced after the date of entry into effect of the contract.
Supplier declares also that it is aware of the Organizational Model and Code of Ethics approved by SumiRiko in relation to the matters dealt with by Decree 231 and undertakes to respect the principles and provisions contained in such documents basing its behavior, in the performance of the contractual dealings with SumiRiko, on principles of transparency, correct conduct and loyalty.
The breach by Supplier of the above provisions will result in a serious breach of contract and shall entitle SumiRiko to terminate the relationship with immediate effect, by simple written notice, without prejudice to the right to claim any damages which may be suffered by it, including, by way of example and without limitation, those arising from the application of the sanctions provided by Decree 231.
23. GOVERNING LAW AND DISPUTES
All orders and dealings between SumiRiko and Suppliers are governed by Italian law with the express exclusion of the United Nations Convention on the International sale of goods of 11 April 1980.
Any dispute relative to the validity, performance, termination and/or interpretation of all the dealings between SumiRiko and Suppliers shall be resolved by arbitration by one or three arbitrators in compliance with Rules of the arbitration service of the Italian Arbitration Association (“A.I.A.”). All disputes having a value of less than Euro 500,000 shall be decided by a sole arbitrator. The arbitration shall take place in Turin. The award shall be adopted according to law.
Before starting the arbitration procedure the parties shall carry out an attempt at conciliation according to the Rules of the A.I.A.
The Courts of Turin shall have sole jurisdiction should it not be possible to set up an arbitration procedure.
The following clauses are approved specifically under and for the effects of arts.1341 and 1342 Civil Code:
Art. 2 (Orders and orders becoming binding); Art. 3 (Technical Information and Equipment); Art. 4 Access to Supplier for quality issues); Art. 5 (Compliance with REACH and conflict minerals legislation); Art. 7 (Changes and suspensions of orders); Art. 8 (Transfer of risk at delivery); Art. 10 (Delays in delivery and penalties); Art. 11 (Acceptance and defects); Art. 13 (Payment only by bank transfer –right of SumiRiko to offsets); Art. 14 (Warranty, also vis-à-vis sub-suppliers – Supplier’s undertaking to supply spare parts); Art. 15 (Recall campaigns); Art. 16 (Warranty by Supplier on intellectual property rights); Art. 17 (Indemnity and Insurance – Responsibility of Supplier in case of product liability); Art. 18 (Withdrawal and termination – right of SumiRiko to cancel orders); Art. 19 (Confidentiality undertaking of Supplier); Art. 20 (No subcontracting, assignment of contract or accounts receivable); Art. 21 (No use of relations with SumiRiko for advertising purposes); Art. 22 (Administrative Liability of entities and application of SumiRiko’s Modello Organizzativo and Code of Ethics); Art. 23 (Governing law, arbitration clause and residual exclusive jurisdiction)
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