General Conditions of Purchase

1. General principles

1.1 These conditions of purchase are the only ones governing the orders issued or the purchase contracts entered into by Laga. Any amendment or addition, as well as any of the Supplier’s conditions of sale differing in whole or in part from these conditions of purchase, shall be valid only if specifically accepted by Laga in writing.

1.2 Laga’s conditions of purchase apply to all supplies of products or services by the Supplier until a new edition of the same is issued.

1.3 The Supplier undertakes to retain documented information until the conclusion of the contract and for the following 30 years.

1.4 Flow down of Laga’s requirements to the Supplier and to its sub-suppliers, so that the requirements Laga has committed to towards its own customer are complied with.

2. Orders and their amendment

2.1 The details of orders, contracts and delivery or supply requests, as well as any amendments or additions thereto, must be made in writing. Orders and delivery and/or supply requests may be issued by e-mail.

2.2 The validity of any verbal agreements made during negotiations is subject to written confirmation by Laga’s purchasing department. The foregoing does not amend the second sentence of art. 2.1.

2.3 The validity of verbal agreements made after the conclusion of the contract — in particular those concerning amendments to Laga’s general conditions of purchase, including this clause — as well as of collateral agreements of any kind, is always subject to written confirmation by Laga’s purchasing department.

2.4 Quotations are binding and give rise to no remuneration unless expressly provided for and accepted in writing by Laga.

2.5 If the Supplier does not accept the order within two weeks of receipt, Laga shall be entitled to cancel it. Laga’s delivery and/or supply requests are binding unless rejected by the Supplier within 5 days of the date of receipt.

3. Delivery of goods / Supply of services

3.1 The place of delivery is the place where the goods and/or services are to be supplied in accordance with the order or the contract.

3.2 Deliveries or supplies differing from the specifications set out in Laga’s contracts and orders require Laga’s prior written agreement.

3.3 The agreed dates and deadlines are binding. Receipt of the goods and/or services is, for Laga, the decisive factor in establishing compliance with the delivery deadline or date. As regards goods only, except in the case of “delivered duty paid” or “delivered duty unpaid” (Incoterms 2010), it is agreed that the Supplier shall make the goods available in good time, taking into account the loading and transport time to be agreed with the carrier.

3.4 Where the start-up of the performance or the installation is the Supplier’s responsibility, all related costs — such as travel expenses, availability of tools and daily allowances — shall also be borne by the Supplier, unless otherwise agreed.

3.5 The Supplier shall immediately inform Laga’s purchasing department if it foresees difficulties that could hinder its ability to deliver or supply the goods or services on time and to the required quality.

3.6 Unconditional acceptance of a late delivery of goods or supply of services does not entail a waiver of the claim for damages; this provision shall apply until the amounts due by Laga in respect of such deliveries or supplies have been settled.

3.7 Partial deliveries or supplies are as a rule excluded, unless previously agreed by Laga.

3.8 Unless proven otherwise, the quantities, weights and dimensions ascertained by Laga when inspecting the goods on delivery shall be deemed final for the purposes of this contract.

3.9 Any sub-suppliers indirectly connected with Laga must be approved by Laga.

3.10 The Supplier must ensure that its personnel are aware of their contribution to product conformity and product safety, and of the importance of ethical behaviour.

4. Services

4.1 The Supplier shall provide the services through its own undertaking; it may subcontract the supply of services to third parties only with Laga’s prior written consent. Should it call on third parties for services, the Supplier shall incorporate the terms and conditions of this document into the relevant underlying contracts.

4.2 The performance standards required by Laga and the configurations and purposes specified by it shall not relieve the Supplier of its obligation to provide technically faultless and economical solutions. The Supplier shall promptly inform Laga if the aforesaid performance standards, configurations or purposes conflict with such a solution, or if changes or improvements to the subject matter or purpose of the performance are necessary or appropriate for other reasons. Additional services or changes carried out without Laga’s prior written authorisation may not be relied upon as grounds for any claim by the Supplier.

4.3 Laga must be informed immediately if third parties’ industrial or intellectual property rights are required in order to perform the order, even where there is only a risk of this.

4.4 The services must be performed in accordance with the subject matter of the contract and the purpose of the performance; the foregoing also applies to the documentation relating to the specifications. The Supplier shall observe the generally recognised state of science and technology, the applicable regulatory provisions, the guidelines of consumer associations, safety practices and the related measures, including Laga’s safety rules. When performing engineering orders, the performance shall be designed so as to allow maintenance and/or inspection work to be carried out easily.

4.5 In performing the order, the Supplier undertakes to respect Laga’s interests and to take all decisions left to its discretion (for example the choice of materials, accessories or spare parts) solely on the basis of an objective assessment.

4.6 Unless otherwise provided for in the contract, the drawings, descriptions and calculations produced by the Supplier shall become Laga’s property upon their creation. Such documents must be delivered to Laga in the original as soon as they are completed. The documents made available by Laga must be kept with care and stored in a safe place. Such documents and others — such as models, drawings, drafts, etc. — made or procured for the purpose of performing the order shall remain Laga’s property and must be returned to it at the latest upon completion of the order. Laga reserves all rights over the documents made available, including where a patent for invention is granted or a utility model is registered. Any right of retention by the Supplier is excluded.

4.7 Where it has been informed of the purpose of the services, the Supplier shall warrant that those services conform to the stated purpose. Any inspection or approval of parts of the service shall not affect the Supplier’s obligation to perform the services and to provide a warranty for them. Acceptance shall follow the approval of the complete services, not their possible use or payment.

4.8 Laga may use and exploit at its discretion, free from any third-party right or claim, all results achieved in the performance of the services, including inventions and the rights of use and exploitation under copyright law, from the moment of their conception.

4.9 Any inventions made by the Supplier in the course of the assignment, whether patentable or not, shall be the exclusive property of Laga. The Supplier shall take suitable steps for the immediate transfer of the inventions to Laga, unless otherwise provided for in the contract.

5. Force majeure

In the event of force majeure, labour disputes, interruptions of activity beyond Laga’s control, riots, government measures and other unavoidable events — without prejudice to any other right of Laga — Laga shall be entitled to withdraw in whole or in part from the supply contract where such events make the Supplier’s performance uneconomical for Laga.

6. Shipping notice and invoicing

The instructions contained in our orders and delivery and/or supply requests apply.

7. Price and passing of risk

7.1 The amount of the consideration for the goods and/or services supplied shall be agreed in each separate order or contract of sale. The agreed prices may not be changed, unless otherwise agreed in writing on a case-by-case basis. Where, under a contract, the consideration is not paid at a fixed price but on the basis of the expenses incurred and evidenced, the Supplier warrants that it will keep its claim within the total approved estimate or offer. Additional costs shall therefore be recognised by Laga only if they have been expressly approved by Laga in advance.

7.2 The consideration agreed with the Supplier is all-inclusive. The consideration shall accrue and be paid upon acceptance of the goods and/or services, in accordance with the agreed terms of payment.

7.3 Unless otherwise agreed, the prices of the goods are “Ex works Laga” and include packaging. The goods remain at the Supplier’s risk until they are accepted by Laga or by Laga’s representative at the agreed place of delivery.

8. Terms of payment

The terms of payment are those set out in the purchase order or purchase contract.

9. Complaints and Supplier’s warranty

9.1 Acceptance of the goods and/or services is subject to inspection and/or checking in order to verify the absence of defects, their accuracy and their fitness for purpose. Laga has the right to inspect the goods and to check the services supplied as soon as this is possible in the course of normal production and business activity. Laga shall give prompt notice of any defect after its discovery. In this respect the Supplier waives any objection based on delay in notifying defects.

9.2 Where the Supplier does not immediately proceed to remedy the defects following a request from Laga to that effect, in cases of urgency — in particular in order to avoid imminent risks or prevent greater damage — Laga is authorised to carry out, directly or through third parties, any appropriate correction of the defect at the Supplier’s expense. The warranty period granted by the Supplier is two years from acceptance.

9.3 Where it supplies goods or services which it does not fully own, the Supplier shall fully indemnify Laga against third-party claims.

9.4 In the case of goods reconditioned or repaired within the warranty period, the warranty period shall start to run from the moment the Supplier has fully satisfied Laga’s requests.

9.5 The Supplier shall bear the costs relating to supplies of defective goods or services, with particular regard to the costs of transport, processing, inspection and verification.

9.6 It is understood that the Supplier is required, at Laga’s request, to immediately compensate any damage suffered by Laga as a result of the recall of products manufactured or sold by Laga arising from the defectiveness of the goods or services supplied, and in any event to reimburse any cost incurred by Laga on such grounds.

9.7 Where damage has been caused by a defect in the goods or services supplied by the Supplier, the Supplier shall hold Laga harmless from any product liability claim brought against Laga by a customer or by third parties.

9.8 In any event the Supplier is always directly liable for damage attributable to the goods or services supplied, and shall bear all related costs and expenses, including legal costs and the costs of product recall. For matters not governed here, the provisions of law apply.

9.9 “Counterfeit” parts are items, components, goods and sub-assemblies falsely represented as having been designed and/or produced within an approved system or by acceptable methods. Only genuine materials must be used in the products delivered to Laga. No counterfeit part, or part suspected of being counterfeit, may be contained within the products delivered. Any suspect/counterfeit parts supplied shall be retained by Laga; the Supplier must notify Laga immediately when it becomes aware of, or suspects, the delivery of counterfeit parts to Laga. The Supplier shall promptly replace such suspect/counterfeit parts with parts acceptable to Laga, and shall be liable for all direct and indirect costs relating to the removal and replacement of those parts and/or arising from their use. Laga reserves all contractual rights and claims for damages in respect of disputes and adverse effects arising from the Supplier’s use of suspect or counterfeit parts. The Supplier must establish and maintain a process to prevent the counterfeiting of parts or materials, and must ensure that under no circumstances are counterfeit components delivered to the purchaser.

10. Performance of work

Persons who, in performing an order or a contract, carry out work at a Laga plant or on a site in the name and on behalf of Laga must comply with the relevant work regulations. Any liability of Laga for accidents occurring at Laga’s plants and affecting such persons is excluded.

11. Supply of materials

Materials, components, containers and special packaging supplied by Laga remain Laga’s property. They may be used only in accordance with their intended purpose. The processing of the materials and the assembly of the components are carried out on Laga’s behalf.

12. Confidentiality and exclusivity

12.1 The Supplier shall keep confidential all commercial and technical information made available by Laga (including data that may be learned from objects, documents or software, and any other information or experience), as well as the results of the work achieved under the contract, save for what is already publicly known. The information shall be made available only at the Supplier’s premises and only to those persons who need it for the purposes of the supplies to be made to Laga. Such persons must undertake to maintain the confidentiality obligation. The information is the exclusive property of Laga and may not be duplicated or used commercially — except for deliveries intended for Laga — without Laga’s prior authorisation. At Laga’s request, all information communicated by Laga (including copies or recordings, where applicable), as well as the goods and tools given for use by Laga to the Supplier, must be immediately returned or destroyed with evidence thereof. All rights over such information are reserved to Laga (including industrial and intellectual property rights). This reservation shall also apply to information provided by third parties.

12.2 Goods produced on the basis of documentation such as drawings, models and the like prepared by Laga or based on Laga’s confidential information, as well as the tools or further tools modelled on them, may never be used by the Supplier outside the supply contract with Laga, nor offered or transferred to third parties. The foregoing also applies to Laga’s orders.

12.3 The services rendered to Laga by the Supplier, or parts or elements thereof, may not be provided to third parties in the same manner for two years from their performance, unless the technology on which they are based falls within the generally recognised state of the art and of knowledge.

12.4 As regards the technical and commercial information received from Laga for the performance of the service, the confidentiality obligation shall continue after performance of the contract for as long as, and to the extent that, such information does not become public knowledge for reasons not attributable to the Supplier, or unless Laga waives the confidentiality obligation in writing.

13. Miscellaneous

The possible ineffectiveness of a clause of these conditions or of subsequent agreements shall not entail the invalidity of the other conditions. The parties shall agree on a replacement clause reflecting as closely as possible its economic intent.

Following the implementation of a monitoring system for suppliers performing processes that Laga considers special, an assessment of the quality level of the product/service offered, measured by KPIs (key performance indicators), will be sent on a monthly basis.

14. Place of jurisdiction

Any dispute arising out of or in connection with these conditions shall fall within the exclusive jurisdiction of the court of Laga’s registered office (Brescia, Italy), with the express and agreed exclusion of any other concurrent or alternative jurisdiction.

15. Applicable law

These conditions are governed by the laws of the Italian Republic. The application of the Hague Convention on the Uniform Law on the International Sale of Goods, of the United Nations Convention on Contracts for the International Sale of Goods, and of any other convention relating to the law applicable to the sale of goods, is excluded.

Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the following conditions are expressly accepted:

1 (General clause), 2.5 (Cancellation of orders – Delivery requests), 3.6 (Reservation of the claim for damages), 4 (Services), 7 (Price and passing of risk), 9 (Complaints and Supplier’s warranty, liability for defects), 10 (Performance of work), 11 (Supply of materials), 12 (Confidentiality and exclusivity), 14 (Place of jurisdiction), 15 (Applicable law).

Laga: GENERAL CONDITIONS OF PURCHASE — document DC013 rev. 06