General Provisions

These general conditions of purchase are intended to regulate contracts for acquisition by CALZETTE LTD of goods or services.
These conditions apply on the whole to any contractual relationship involving the purchase of goods and services, with the exception of the following cases: a. where one or more clauses herein are incompatible with the particular type of purchase; b. where the Parties waive in writing, expressly and specifically, any clause or clauses contained herein.

Art. 1 Definitions 

1.1 For the purposes of this document:

• Conditions means the General Conditions of Purchase indicated in this document. 
• Purchaser means the buying party
• Supplier means Purchaser’s counterpart in each single commercial transaction. Supplier declares to be compliant with any laws and regulations in force from time to time.
• Goods means the object of acquisition by Purchaser, including without limitation, raw materials, finished and unfinished products, and services.
• Contract means the written document specifically intended to regulate the contractual relationship arising from negotiations between Purchaser and Supplier.
• Contractual Relationship means the ties that bind Purchaser to Supplier for realization of a common interest.
• Order means the purchase order, that is the document showing formal acceptance of Supplier’s offer and that binds Purchaser to make the purchase.
• Offer means the document presented by Supplier to Purchaser containing a proposal for purchase.
• Request for Offer means the verbal or written request made by Purchaser concerning a specific purchase need.
• Parties means Purchaser and Supplier.

Art. 2 Conventional form of additions and waivers to these Conditions 

2.1 Any agreement that may add to or amend the clauses in these Conditions, or that constitutes a waiver of such, shall be valid only if made in writing. 
2.2 These Conditions completely summarize and supersede any prior understanding and agreement either oral or written between the Parties, as regards General Conditions. 
2.3 All references to laws, regulations, rules and provisions in general and/or to measures by the authorities refer to those in force, it being expressly agreed that any change, revision, amendment or adjournment shall automatically entail the obligation of the Parties to adhere to the new situation of fact and law. As for contractual risk, Supplier assumes, at its exclusive charge, the risk of being obliged to make any type of investment necessary and/or useful for adhering to any change, revision, amendment or adjournment as aforesaid. 
2.4 Any violation and/or behaviors different from that established in these Conditions, whether tolerated or uncontested by Purchaser, shall not constitute a departure from these Conditions nor a precedent to be referred to, and moreover, shall not be interpreted as Afangaro’s tacit acceptance of such violation. 
2.5 Neither Party shall be liable where the performance of its obligation should become impossible for exceptional circumstances or causes of force majeure. 
2.6 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto or constitute or be deemed to constitute either party agent or employee of the other party for any purpose whatsoever and neither party shall have any authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. 
2.7 Each Contractual Relationship shall be regulated by these Conditions and, for any matter not expressly provided and/or waived, by the Dutch Civil Code and/or any laws governing sales and purchases in force at the time of sending the Order. These Conditions shall not discharge Supplier of its obligations under the law, nor those arising from measures by the authorities and, generally, neither its obligation to perform with diligence and professionalism. 
2.8 The Supplier acknowledges that the Purchaser has a Code of Ethics to ensure that the fundamental values of House of Afangaro B.V. are clearly defined. These values are the basic element of the corporate culture, and the standards of conduct to whom all Personnel Group shall conform in the conduct of their affairs and activities. The Code is therefore all the rights, duties and responsibilities through which CALZETTE LTD recommends, promotes or prohibits certain behaviors. The supplier is bound by this code insomuch as it has dealing with CALZETTE LTD. Any action or omission which violates those rules is a violation of these general provisions of purchase an can lead to legal action as per damage or tort.

Art. 3 Contractual Documents 

3.1 Each purchase by Purchaser may be made formal using

• Request for Offer 
• Offer 
• Signed Conditions 
• Order 
• Contract

3.2 The Conditions are made available by Purchaser to all its suppliers, who must read them carefully
3.3 Conditions communicated and accepted by Supplier shall not bind Purchaser nor shall be suitable for creating valid expectations concerning any possible negotiations, or the conclusion of subsequent purchases. 
3.4 Where the Parties enter into a specific Contract for the purchase of Goods, these Conditions shall automatically apply and form an integral and substantial part of such Contract, without any need for explicit reference thereto. 
3.5 If there should be any inconsistencies between the Order and/or Contract and the clauses in this Conditions, the contents of the former shall take precedence over the latter. 

Art. 4 Non-exclusive supply

4.1 The Goods shall not be requested from Supplier in an exclusive manner. 

Art. 5 Responsibility of Supplier, Assignment and Subcontracting 

5.1 Without prejudice and subject to all cases of liability that may be attributed to Supplier for performance of that established in the existing Contractual Relationship with Purchaser, including manufacturer’s liability, Supplier is also liable to Purchaser for the acts of its employees and any third parties Supplier may engage for the purposes of such relationship. 
5.2 Supplier may not assign Orders or Contracts, nor subcontract its activities hereunder, not even partially, without Purchaser’s prior written consent, in the absence of which Purchaser may consider the Contract dissolved.
5.3 If Purchaser consents to subcontracting, Supplier shall nevertheless be wholly liable to Purchaser for supply of the Goods. 
5.4 Any credit assignment is also excluded. 

Art. 6 Penalties and Invoicing 

6.1 Without prejudice to Purchaser’s right to seek compensation for any damages and without prejudice to any other rights attributed to Purchaser in these Conditions or under the law, if Supplier should breach its contractual obligations it shall pay Purchaser a penalty sum equal to 10% of the value of the planned economic transaction; if the delay in Supplier fulfilling its contractual obligations is less than 7 days, the penalty will be reduced to 5% of the value of the planned economic transaction, and hence for each case of violation. 
6.2 Payment of any sum owing by Supplier as penalty as set forth in article 6.1 above shall be made within thirty (30) days of the date on which the aforesaid event occurred, subject to Purchaser’s faculty to offset the amount due against the amounts owing by it to Supplier as consideration (including in the form of deposit).

Art. 7 Industrial and Intellectual Property 

7.1 Supplier acknowledges that denominations and trademarks used by Purchaser to distinguish its products are Purchaser’s and/or a Controlling Company’s exclusive property and/or it has obtained a legal title to use the same. Consequently, Supplier shall not make provisions for and/or use, in any form or manner, such trademarks and names, whether combined or separate, during the Contractual Relationship and after its termination for any reason, fact or cause such termination may occur. 
7.2 When formulas and/or compositions of Goods or trademarks to be used for such are not indicated or furnished by Purchaser, Supplier shall ensure and guarantee that the Goods and their destined use do not violate any industrial property rights of third parties (trademarks and patents). 
7.3 In the cases set forth in art. 7.2 above, Supplier shall fully indemnify Purchaser in respect of any claim, legal action or request for compensation set forth by third parties due to acts of unfair competition, infringement of patent or patent applications, violation of registered trademarks or models, industrial and intellectual property rights relating to the Goods.

Art. 8 Confidentiality and Secrecy 

8.1 Supplier acknowledges that due to the contractual relationship with Purchaser it may gain knowledge of elements, news, information and generally, data, including statistical data, subject to extreme reserve and/or industrial patent, as well as other news, secrets, facts, projects, information, in the broadest sense of such term, concerning and/or originating from Purchaser. Accordingly, Supplier undertakes, on its own behalf and on behalf of its employees and collaborators, to maintain strictly reserved any and all information and data known to it and/or brought to its knowledge, including for trust received, within the ambit of supply and/or the request made by Purchaser, its employees and assigns, for the whole duration of the Contractual Relationship and for five (5) years after termination of such relationship. 
8.2 All materials and information of any kind furnished to Supplier by Purchaser shall remain the latter’s property and may be used exclusively for performance of the contract and may not be disclosed to any third party without Purchaser’s prior written authorisation. 
8.3 Upon termination of the Contractual Relationship, Supplier shall immediately hand over to Purchaser all documentation received from the latter.

Art. 8b Protecting privacy 

Purchaser informs Supplier that the Supplier’s data shall be treated for the correct course of the relationships, including from a legal standpoint, and to allow timely performance of the agreements entered into or to be entered into between the Parties in the future; the data shall be preserved in both paper and electronic archives. The data shall not be disclosed nor communicated to third parties, save for employees and/or professionals and/or third parties possibly performing specific activities for Purchaser and which have been appointed as Data Processor for the execution of the data processing related to the Contract or the Contractual Relationship. 

Supplier’s personal data may be communicated by Purchaser, within the sphere of its competence, to entities and generally to any public or private body to whom Purchaser has the duty or the need to communicate such information, including for correct fulfilment of any obligation (including those of an instrumental nature) connected or relating to the Contract and/or the Contractual Relationship. By signing the General Conditions the Supplier grants its consent to data treatment. 

Art. 9 Warranties, checks and verifications by Purchaser 

9.1 Subject to applicable laws, if the Goods purchased are covered under warranty, Supplier must replace any defective Goods, on the first request and at its own expense, and make any changes and adjustments that may be considered necessary in order for the Goods to satisfy the contractual conditions contained in the Order. Supplier will be responsible for all consequences of absent or incomplete performance of its obligations, whether wholly or partially, as well as for costs for repair and replacement, transportation and travel expenses resulting therefrom. 
9.2 The Goods replaced or repaired shall be covered under a new warranty wholly like the previous one. 
9.3 Subject to the exclusive liability of the Supplier, the Purchaser shall be entitled to make any direct check, by any direct or indirect means, at any time and at any place, as regards the supply of Goods. The Supplier undertakes to provide the Purchaser with any necessary assistance to perform the aforementioned checks. Should the Purchaser, by doing the aforementioned checks, make well founded claims about the Supplier’s performances, the Supplier shall take care at its own costs, to eliminate, within an agreed term of time, the lamented inconvenience. Failing the above, Purchaser shall be entitled to terminate the Contract.

Art. 10 Delivery, acceptance of goods and Complaints 

10.1 The Goods must be delivered to Purchaser at the place indicated by Purchaser in the Order or in the Contract, or in another other document, or to third parties if expressly indicated by Purchaser. The terms for delivery established contractually are to be considered as essential and they refer to the dates on which the Goods must be delivered. 
10.2 Any dissimilarity or non-conformity of the Goods with that agreed to between the Parties and any defects, if evident, must be reported to Supplier in writing (including by fax) within the term of fifteen (15) business days following delivery. Latent defects or non-evident dissimilarities or inconsistencies must be reported within fifteen (15) business days of the date of their discovery. 
10.3 In the case of justified complaint for defects or non-conformance of the Goods delivered to Purchaser, the latter may ask Supplier to replace the defective Goods or return them to Supplier, who shall credit Purchaser the amount paid for supply of such Goods.

Art. 11 Price, Payments and late-payment Interests 

11.1 Unless it is provided otherwise in the Order, Contract or other written document signed by the Parties, the prices are intended as fixed and final, not subject to review and change. The terms, conditions and method of payment are specified in the Order, Contract or other written document signed by the Parties. 
11.2 Supplier may issue an invoice after verifying the quantities and relative acceptance by Purchaser. 
11.3 Payment of the invoice does not imply any waiver on the part of Purchaser to make claims for any defects in the Goods. 
11.4 The agreed consideration shall be paid following receipt of a standard invoice or equivalent documentation; in case of non-payment or delayed payment interest will accrue at the Reference Rate determined by the UK/BCE (European Central bank), on prior notice to remedy such situation within fifteen (15) days. If payment is not made within such term late-payment interest shall be charged at the rate mentioned above.

Art. 12 Limitations of responsibility 

12.1 Purchaser shall be entitled to Contract early termination, with immediate effect, by written notice thereof to be sent to Supplier, should the competent Authorities for any reason whatsoever revoke or suspend the Supplier’s authorizations that are necessary for the Goods supply. 
12.2 Without prejudice to any further different remedy provided for by laws, and in any case to those related to severe breaches, for which the Purchaser shall be entitled to terminate the Contract, at any time and without any notice period, if Supplier breaches the obligations assumed in these Conditions, Purchaser may, on the lapse of eight (8) days following delivery of a notice and request for remedy of such breach: 

12. 
    a) engage a third party supplier of its choice for carry out the activities attributed to Supplier, who shall bear the relative expenses, including if the costs are higher, subject to application of penalties for delay as set forth in art.6 above; 
    b) terminate the Contract by means of registered letter with notification of receipt or express courier (with notice of receipt), subject to its right to receive compensation for damages. 
    3 The provisions of this article shall apply also during the warranty period. 
    12.4 Purchaser may also terminate the Contractual Relationship with Supplier on ten (10) days’ prior notice, by means of registered letter with notification of receipt or express courier (with notice of receipt), in case of any change in Supplier’s financial or commercial or share ownership status that could jeopardize Purchaser’s business or interests.

Art. 13 Warranty

13.1 In all cases in which the nature of the Goods purchased requires and/or if Purchaser specifically so requires, Supplier shall obtain insurance coverage for civil liability from a leading insurance company; the insurance policy must be effective as of the first day of efficacy of the Contractual Relationship and maintained valid for the whole term of such relationship. 
13.2 Supplier shall provide Purchaser with a copy of the policy or policies mentioned above within one week of commencement of the Contractual Relationship. 
13.3 Insurance coverage shall not eliminate nor reduce Supplier’s direct liability under these Conditions. 
13.4 Supplier agrees to take all steps necessary to obtain reimbursement from the insurance companies and, in the presence of third party liability, the indemnity and compensation that it is entitled to receive.

Art. 14 Force majeure 

14.1 Events of force majeure are solely unforeseen and unpredictable events that prevent execution of the Order, such as, for example, strikes at National level, earthquakes, floods, acts of war, epidemics (with respect to delivery of raw materials) and similar. 
14.2 Force majeure does not include labour shortage and/or impossibility to enter into contracts with subcontractors. 
14.3 If an event of force majeure should last for more than two (2) weeks, Purchaser may consider cancelled all deliveries of the Goods still to be effected. 

Art. 15 Competent court and applicable law 

15.1 Any dispute arising from application or interpretation of these general conditions will be to the exclusive competence of the Court of Rotterdam. 
15.2 These Conditions shall be governed by the Dutch law.

Art. 16 Safeguard Clause 

16.1 In the event of any dispute between the Parties for any reason Supplier shall not suspend supply until indicated otherwise by Purchaser. 
16.2 These Conditions shall be in any case applied whether the Supplier, even without subscribing them, performs the activity requested by Purchaser. The Purchaser refuses henceforth any possible General Sales Conditions of the Supplier. No cancellations, abrasions or modifications whatsoever to these Conditions shall be accepted by Purchaser.