General purchasing conditions
GENERAL PURCHASING CONDITIONS FOR THE SUPPLY OF GOODS OR SERVICES TO E-PHARMA TRENTO SPA
1. Scope of the General Purchasing Conditions
1.1 These general purchasing conditions (hereinafter, the “General Purchasing Conditions”) set forth the terms under which E-Pharma Trento S.p.A. (hereinafter “E-Pharma”) purchases of materials and intangibles, that is the supply of Services (meaning by “supply of Services” also all opera and service contracts, the realization of works in general and the performance of works, including intellectual and consultancy services) from the Supplier, on the basis of a Purchase Order that expressly refers to the General Purchasing Conditions that prevail over any contrary provision unless expressly derogated.
1.2 These General Purchasing Conditions fully replace all the previous General Conditions with reference to Orders signed after the acceptance of this document.
1.3 These General Purchasing Conditions do not imply any exclusive obligation on E-Pharma, nor any purchase obligation for E-Pharma of minimum quantities of Goods, unless otherwise expressly provided in the Purchase Orders.
2. Definitions
2.1 The following terms, whenever used in these General Purchasing Conditions, shall have the following meaning:
- “Goods” shall mean those indicated in the Purchase Order issued by E-Pharma or in the Technical Documentation (if present).
- “Services” shall mean those described in the Purchase Order from E-Pharma and/or in the Technical Documentation (if applicable).
- “Purchase Order” shall mean the Order, submitted electronically by E-Pharma to the Supplier, or in some specific cases in hard copy for its signature, which details the required Goods and/or Services, Technical Documentation and the agreed commercial conditions.
- “Supplier’s Offer” shall mean the offer sent by the Supplier to E-Pharma for the purchase of Goods or for the supply of Services, after being discussed and accepted by E-Pharma and reported in the Purchase Order.
- “Supplier” shall mean the company that provides the Goods and/or Services.
- “Technical Documentation” shall mean any technical specification, drawing, graphic representation or project which the Goods or Services must comply with, issued by E-Pharma, by the Supplier or by Third Parties and mentioned in the Purchase Order.
- “Article Code” means the numerical sequence corresponding to a peculiar Good having its characteristics expressly stated in the Technical Documentation or those previously agreed between the Parties and approved by E-Pharma, which corresponds to a specific supplier/manufacturer’s material code.
3. Contractual Documents and Priority Order
3.1 The contractual relationship is formed when E-Pharma sends the Order Confirmation to the Supplier. The Supplier’s Offer mast be sent by mail (even if not certified); E-Pharma reserves the right to send the Purchase Order in the same way.
3.2 In the event of a conflict between the Purchase Order and the Supplier’s Order confirmation sent to E-Pharma, the Purchase Order shall prevail over the other documents.
3.3 These General Purchasing Conditions replace and prevail in any case on the Supplier’s General Terms of Sale, as well as on any other conditions enclosed by the Supplier in any contractual document, even if prior to these General Purchasing Conditions, which have not been formally accepted by E-Pharma by way of derogation from these General Purchasing Conditions.
3.4 The methods and timing for the execution of the Services contemplated in the Technical Documentation, including the Quality Agreement and the Service Level Agreement, where provided, are to be considered binding for the Supplier.
3.5 In the invoices, in the transport documents and related exchanges, all the references and the E-Pharma’s Purchase Order number must always be indicated. The invoices must be transmitted to E-Pharma by electronic invoicing system and they will be paid only after the inspection of the Goods and/or Services and the verification of the proper execution of the contractual services.
4. Technical specifications and compliance with procedures
4.1 The Supplier undertakes to provide the Goods or Services in strict compliance with the quality and technical specifications detailed in the Purchase Order and in the Technical Documentation (where subscribed), corresponding to each peculiar Good/Service or with the technical, safety and environmental standards, both national and European, that are in any case mandatory (including the standards for CE marking where applicable).
4.2 The Supplier shall comply with the provisions of law and regulations in force in the country where the Goods are produced and in the country where they are delivered, or in which the Services are provided, with not exclusive reference to all the rules applied to manufacture, wrapping, packaging, safety, consumer protection, respect for the environment, delivery of the Goods and provision of Services. The Supplier must also be in possession of all authorisations, licenses and enablings required by applicable law to produce and/or provide the Goods or Services. All Goods consisting of machines, systems, tools or equipment shall be provided with a guarantee of good operation, for no less than 24 months.
4.3 The Supplier undertakes to deliver to E-Pharma, together with the ordered Good, all the technical documentation including any type of conformity certification provided for the type of Good. Except as otherwise indicated in the Purchase Order and in any Technical Documentation, the Goods shall be produced in accordance with the relevant technical specifications or latest standards. It has being understood between the parties that in case of any changes to the technical specifications or standard procedures, the Supplier must inform E-Pharma before the delivery of the Goods, and E-Pharma may, at its sole discretion, confirm the purchase or freely withdraw it, without further costs, expenses or obligations without prejudice for damage compensation.
4.4 The Supplier cannot assign or sub-contract, even partially, the supply of the Goods and/or the execution of the Services to third parties without the prior written consent of E-Pharma. In case of an authorized subcontracting, the effectiveness of the authorization is subject to the proper fulfilment by the Supplier (or subcontractor) of all the health and safety labour regulations, the payment of workers’ social security by the subcontractors, and any other applicable law, as well as the presentation, by the subcontractor, of all the documentation required by current regulations, including social security and accident prevention. The Supplier will in all cases be liable to E-Pharma for the activities carried out by the subcontractor.
5. Variations
5.1 Throughout the entire duration of the Purchase Order, that is its fulfilment until Goods delivery to E-Pharma, the Supplier undertakes to make all the changes necessary to comply with mandatory laws and/or regulations that have occurred in the meantime. These changes will remain an exclusive responsibility of the Supplier.
5.2 If, on the other hand, E-Pharma deems necessary to request changes with respect to the original provisions of the Contract and/or Purchase Order, E-Pharma will submit a written request to the Supplier, that will undertake to provide its best offer. These additional activities shall be carried out only after a specific written agreement has been achieved between the parties.
6. Intellectual Property and Confidentiality Obligation
6.1 The Supplier guarantees that the purchase, use and/or sale of the Goods or the provisions of the Services to E-Pharma do not infringe any third party’s intellectual property rights.
6.2 Except as hereinafter provided, the Supplier acknowledges that E-Pharma is the owner of the Technical Documentation (if available) and of the result of the activity carried out by the Supplier accepted by E-Pharma and that E-Pharma itself is the exclusive owner of any commercial, technical, financial and economic information concerning its products or activities, those that the Supplier itself may have become aware during the execution of the contractual relationship, or in any case in connection with that.
6.3 The Supplier undertakes to keep confidential and not to disclose in any way the aforementioned information, as well as the documents mentioned above, and not to use them for its own benefit neither to use them, directly or indirectly, to derive economic profit for itself or for third parties. This obligation of confidentiality to the Supplier will be valid until such information and documents become of public domain unless such a breach is due to any wilful or negligent behaviour from the Supplier. Unless otherwise provided in writing, all information communicated to the Supplier shall be considered confidential.
7. Packing, transport and transfer of ownership (where applicable)
7.1 The Supplier will transport the Goods to the addresses provided by E-Pharma according to Incoterms 2020 indicated in the Purchase Order. Unless otherwise provided, the transport costs shall be borne by the Supplier.
7.2 The Supplier will bear the risks of possible damage or loss of the Goods during transport, and in any case until the delivery thereof. The ownership of the Goods will be transferred to E-Pharma at the time of delivery, while for the Goods subject to testing, at the positive outcome of the test.
7.3 Goods must be packed in order to make them clearly identifiable. The packing shall be appropriate to the type of goods. In the event of dangerous goods, transport must be carried out in compliance with the applicable legislation.
8. Delivery of Goods and Execution of Services
8.1 The Supplier will deliver the Goods and perform the Services within the timeline specified in the Purchase Order. The Supplier acknowledges and accepts that timeline of delivery of the Goods and in the execution of the Services is of crucial importance, and that therefore the delivery timeline must be strictly respected.
8.2 If, due to an objective impediment, the Supplier does not deliver the Goods or execute the Services within the terms expressly provided and indicated in the Purchase Order, the Supplier must inform E-Pharma of the delayed delivery/ execution with a written notice at least 10 (ten) days prior the delivery/execution date originally planned. For each day of delay in the delivery of the Goods/execution of the Services with respect to the delivery time/execution period indicated in the Purchase Order, E-Pharma reserves the right to apply a daily penalty equal to 1.5% (one point five percent) of the total amount of the Purchase Order, and up to the 30% (thirty percent) of the same amount, without prejudice to the full right of E-Pharma to obtain compensation for further damages.
8.3 If the delivery occurs before the scheduled date, E-Pharma reserves the right to accept or to return the Goods at the expense of the Supplier.
8.4 For the reporting of any faults and defects, except for the hidden ones, the parties set a term of 30 (thirty) days from the discovery.
8.5 In any case, E-Pharma will have the right to refuse the delivered Goods or Services provided that do not comply with the Purchase Order and the Technical Documentation (if any).
8.6 In the event of delivery of non-compliant Goods or Services, E-Pharma may, at its convenience, either (a) return the non-compliant Goods/Services to the Supplier at the risk and expense of the Supplier or (b) request that the Supplier withdraw, at its own risk and cost, the non-compliant Goods/Services; or (c) request that the Supplier provides the non-compliant Goods/Services without charging E-Pharma. All without prejudice to any other rights of E-Pharma, including compensation for any further damages and termination of the contractual relationship.
8.7 The Supplier, which is exclusively responsible for the management, control and supervision of its personnel, must ensure that the Services are carried out in a proper manner.
8.8 The Supplier declares, under its own responsibility, to have fulfilled and to comply with any and all contributory, welfare and social security obligations to the personnel employed for the purpose of providing the Goods or Services and exempts E-Pharma of any responsibility in this regard.
8.9 The Supplier is fully responsible for the safety of its personnel employed (and any subcontractors appointed in compliance with the provisions of these General Purchasing Conditions) for the performance of its duties, as established by Legislative Decree 81/2008 and subsequent amendments, as well as the applicable safety regulations in the country in which the Services are carried out.
8.10 Should the Supplier need to carry out activities at E-Pharma premises, the Supplier undertakes to comply with all the safety procedures that will be provided by E-Pharma, and, where necessary, the Interference Risk Assessment Document that the Supplier must integrate and countersign. E-Pharma will eventually correspond a payment to the Supplier for those activities, in the terms agreed upon between the parties for the services performed at E-Pharma’s premises, but only if the Supplier has sent a copy of the valid DURC.
9. Insurance
9.1 The Supplier is responsible for the safety of its employees and/or collaborators and/or subcontractors to carryout activities and it is liable for all the damages they may suffer during the execution of their work.
9.2 The Supplier also declares to have stipulated an adequate insurance coverage for its liability related to any damage to property or persons, adequate in terms of object and limits to the specific content of the Services or Goods to be provided to E-Pharma. The Supplier shall also renew the policies during the contractual relationship. A copy of this policy and its renewals may be verified by E-Pharma upon its request.
10. Force Majeure
10.1 The parties shall not be liable, or deemed to be in default, for the failure or delayed fulfilment of any of the obligations under these General Purchasing Conditions and/or the Purchase Orders due to circumstances beyond the reasonable control of either party, such as national strikes, blockages, explosion, fires, floods, earthquakes or other natural disasters.
10.2 In case of delays due to Force Majeure, the Supplier will send a written notice to E-Pharma with an estimate, as precise as possible, about the duration of the effects of this Force Majeure conditions. However, since during the persistence of conditions of Force Majeure E-Pharma will not have the possibility to get any Services or Goods, E-Pharma reserves the right i) to terminate with immediate effect the obligations to purchase from the Supplier and ii) to purchase the Services or the Goods from a third party.
11. Withdrawal, Suspension and Termination
11.1 E-Pharma has the right to terminate the contractual relationship - at any time and for any reason - after sending a written communication to the Supplier, with at least 15 (fifteen) days’ prior notice, declaring the E-Pharma‘s intention to exercise this right. In this case, E-Pharma will be required to pay only what is due in relation to the activities already carried out by the Supplier at the time of withdrawal. Both Parties will have the right to terminate the contractual relationship if one of the Party is subject to any type of bankruptcy or liquidation, or in the case in which some or all of its assets are subject to divestiture in favour of creditors.
11.2 The waiver of E-Pharma of asserting its claims in case of violation by the Supplier of these General Purchasing Conditions or the conditions provided in the Purchase Order and/or in the Technical Documentation (if any) shall not be considered as a systematic renunciation also in the event of further violations of the terms and conditions set forth in the aforementioned documents or of other provisions.
11.3 In the event of total or partial non-fulfilment of the obligations enclosed in the Purchase Order and/ or in case of non-fulfilment of the obligations set in art. 4, 5, 6, 7, 8, 9, 14, 18 of these General Purchasing Conditions, E-Pharma shall have the right to terminate the contractual relationship pursuant to art. 1454 of the Italian Civil Code, whose term will not be less than 15 (fifteen) calendar days; the right of E-Pharma to obtain compensation for any and all damages deriving from the non-fulfilment, or the unproper fulfilment, of the Supplier remains in place, also in addition to the penalties provided in the Purchase Order.
12. Default interest
12.1 In the event of the application of defaulters interest, due to late payment without justified reason, the rate to be applied may not exceed the 3% (three per cent) yearly.
13. Assignment of credits and contract
13.1 The Supplier undertakes not to assign to third parties the credits deriving from the supply of Goods and/or the performance of Services.
13.2 The Supplier undertakes not to assign any future Purchase Orders agreed with E-Pharma to third parties.
14. Processing of personal data
14.1 The Parties, as independent Data Controllers, consent to the processing of their data shared for the execution of Purchase Orders in full compliance with Regulation 2016/679 of the European Parliament and of the Council and subsequent national provisions integrating the Regulation (hereinafter the “Privacy Law”), and mutually guarantee the following:
(a) the identification and fiscal data of the Parties, or persons acting on their behalf, as well as other information such as direct debits and details of current bank accounts, are collected, recorded, reordered, archived, used for the purposes of the execution of Purchase Orders and legal obligations;(b) the communication of the aforesaid data can be done to subjects in charge of making payments and receipts, as well as to those in charge to audit the financial statements, and to the public authorities, supervisory authorities and/ or administrations for the fulfilment of the law. In addition, the data may be processed by the data processors or those appointed by the Parties as part of the functions responsible for fulfilling the Purchase Orders;
(c) each party shall promptly inform the other party of any request from third parties wishing to exercise the rights related to the protection of their data or about any request by the Supervisory Authority in relation to Purchase Orders;
(d) the data will be archived by the Parties and/or by the appointed data processors in their respective registered offices for the time prescribed by civil and fiscal regulations. In the event there is no legal obligation to retain the data, it will last as long as the duration of Purchase Orders. Upon expiry of the retention period, the data shall be deleted or, at the request of one of the Parties, returned safely to said Party.
14.2 Except as specified in Article 14.1, the Parties declare and acknowledge that, in relation to the execution of the Services, there will be no transfer of personal data to oblige one Party, pursuant to the Privacy Law, to act as data processor of the other Party.
15. Compliance with laws and the Code of Ethics ex Italian Legislative Decree No. 231/01
15.1 The Supplier guarantees that the activities referred to in the Purchase Orders will be carried out in full compliance with the current laws and regulations as well as with the provisions of the Code of Ethics and Conduct of E-Pharma, a copy of which is available at the following website: https://www.e-pharma.com/it/health/ethical-code.
16. Severability of provisions
16.1 If any of the provisions of these General Purchasing Conditions were or become illegitimate, invalid or ineffective under any applicable law, the relevant provision shall be deemed to be omitted from these General Conditions of Purchase, and it will not affect in any way the legitimacy, validity or effectiveness of the remaining provisions.
17. Compliance with anti-corruption legislation and related obligations
17.1 The Supplier in performing the Services shall not:
(a) give or promise money, commissions, compensation or other benefits, including gifts, entertainments or any kind of benefit, even if non-material (unless they can be considered as low value courtesy benefits), in favour of public officers, third parties, E-Pharma’s legal representatives, directors, employees (or whoever acts on behalf of E-Pharma), in violation of any applicable anti-bribery law and beyond the limits provided for within E-Pharma’s Anti-bribery Policy; (b) the Supplier shall promptly communicate, to E-Pharma’s compliance function any request or donation or promise of what has been reported under Article 17.2 subparagraph (a) above regardless of any consideration of the compliance of such activity with the provisions of E-Pharma Anti- bribery Policy; ii) any investigation, administrative suit, law suit or other procedure involving the Supplier in relation to corruption, bribery or any other harmful act to the public treasury.
17.2 The Parties acknowledge that any material breach of the provisions of this Article, or part thereof, represents a significant breach of this Agreement. Should E-Pharma receive any information or notice about facts or legal proceedings that reasonably implies a material breach of this Article 17, or part thereof, E-Pharma may, without prejudice of any other available rights and remedies, suspend the execution or terminate this Agreement.
18. Applicable law and court of jurisdiction
18.1 These General Purchasing Conditions shall be governed by and construed in accordance with the laws of Italy. If any dispute arises out of or in connection with the General Terms and Purchasing Conditions and it cannot be resolved amicably between the Parties, than the dispute shall be presented before the Courts of Trento, Italy.