General Terms and Conditions of Purchase – Pluritec S.r.l.
Version 1.0 – effective from 01/12/2025
1. Scope
1.1 These General Terms and Conditions of Purchase ("GTCP") govern all purchases of goods, components, materials, software and services ("Supplies") made by Pluritec S.r.l., with registered office at Via Vincenzo Vela 38, 10128 Turin (TO), Italy and operational headquarters at Via Candossino 6, 10010 Burolo (TO), Italy, Tax Code and VAT No. IT08721730011, REA TO-995677, certified e-mail (PEC) pluriservice@dylogpec.it ("Pluritec" or "Buyer"), from any supplier ("Supplier").
1.2 These GTCP prevail over any general terms of sale of the Supplier, which shall not apply even if referred to in quotations, order confirmations, delivery notes or invoices, unless accepted by Pluritec in writing.
1.3 Any deviation from these GTCP is valid only if agreed in writing. In the event of conflict, the following order of precedence applies: signed framework agreements, purchase order, technical specifications, GTCP.
2. Orders and Formation of Contract
2.1 A contract is formed when Pluritec issues a purchase order and the Supplier accepts it in writing within 5 (five) business days. Once this period has elapsed, or upon commencement of performance, the order shall be deemed accepted without reservation.
2.2 Only orders issued in writing (including by e-mail or supplier portal) are binding. Verbal agreements require written confirmation.
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2.3 Pluritec may request changes to quantities, specifications or delivery dates. The Supplier shall notify any impact on prices and lead times within 5 business days; failing this, the change shall be deemed accepted under the original terms.
3. Prices
3.1 Prices stated in the order are fixed and not subject to change and include packaging, documentation and, unless otherwise agreed, transport according to the agreed delivery terms.
3.2 Price increases not approved in advance in writing shall not be recognised.
4. Delivery
4.1 Unless otherwise agreed, delivery is DAP (Incoterms® 2020) at Pluritec's plant at Via Candossino 6, 10010 Burolo (TO), Italy, or at another place indicated in the order.
4.2 Delivery dates are of the essence. The Supplier shall promptly notify Pluritec in writing of any potential delay, stating its cause and expected duration.
4.3 In the event of a delay attributable to the Supplier, Pluritec may apply a penalty of
0.5% of the value of the Supply for each week of delay, up to a maximum of 10%,
without prejudice to compensation for further damages. If the delay exceeds 4 weeks, Pluritec may terminate the contract.
4.4 Early or partial deliveries are permitted only with Pluritec's consent; Pluritec reserves the right to refuse them or to charge storage costs.
4.5 Each delivery shall be accompanied by a delivery note stating the order number, Pluritec part number, quantity and, where applicable, certificates of conformity, safety data sheets and declarations of origin.
5. Packaging and Transport
5.1 Goods shall be packed so as to prevent damage during transport and storage, in compliance with applicable regulations and Pluritec's instructions (in particular for
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electrostatic discharge (ESD) sensitive components).
5.2 Risk passes to Pluritec upon delivery at the agreed place.
6. Quality and Compliance
6.1 Supplies shall conform to the order, drawings, technical specifications, approved samples, the state of the art and applicable laws, including, where applicable: the Machinery Directive / Regulation (EU) 2023/1230, the Low Voltage and EMC Directives, RoHS (2011/65/EU), REACH (Regulation (EC) 1907/2006) and conflict minerals regulations.
6.2 The Supplier shall maintain an appropriate quality management system (preferably ISO 9001 certified) and shall allow Pluritec, upon reasonable notice, to conduct audits at its sites.
6.3 Any change to materials, processes, sub-suppliers or production sites requires Pluritec's prior written approval.
7. Inspection and Acceptance
7.1 Receipt of goods does not constitute acceptance. Pluritec will inspect quantities and apparent defects within a reasonable time; hidden defects shall be notified within 60 days of discovery. To this extent, the Supplier waives any objection of late notification under Article 1495 of the Italian Civil Code.
7.2 Payment does not imply acceptance of the Supply.
8. Warranty
8.1 The Supplier warrants that the Supplies are free from defects in design, materials and workmanship and fit for their intended purpose for 24 months from delivery or, for components intended for Pluritec machines, for 12 months from commissioning at the end customer's premises, up to a maximum of 36 months from delivery.
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8.2 In the event of non-conformity, Pluritec may, at its discretion: require free-of-charge repair or replacement within the time it specifies; obtain a price reduction; terminate the contract; or, in urgent cases or if the Supplier fails to act, carry out the remedy itself or through third parties at the Supplier's expense. Costs of disassembly, reassembly, transport, interventions at customers' premises and any other damages shall be borne by the Supplier.
8.3 Replaced or repaired parts are covered by a new warranty period.
9.Liability and Insurance
9.1 The Supplier is liable for damage caused by its defective Supplies and shall indemnify and hold Pluritec harmless from third-party claims, including product liability and recall claims.
9.2 The Supplier shall maintain adequate product liability and general liability insurance with a limit of not less than EUR 2,500,000 per occurrence and shall provide evidence thereof upon request.
10.Invoicing and Payment
10.1 Invoices, in an electronic format compliant with applicable law, shall state the order number, part numbers and delivery note reference. Incomplete invoices may be rejected.
10.2 Unless otherwise agreed, payment is made by bank transfer 60 days from invoice date, end of month, in compliance with Italian Legislative Decree 231/2002.
10.3 Pluritec may set off its receivables from the Supplier against amounts due. The Supplier may not assign its receivables without Pluritec's written consent.
11. Intellectual Property, Drawings and Tooling
11.1 Drawings, specifications, know-how, software, moulds and tooling provided or paid for by Pluritec remain its exclusive property, shall be identified as such, kept safe
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at the Supplier's care and expense and used solely for Supplies to Pluritec. They shall be returned upon request.
11.2 The Supplier warrants that the Supplies do not infringe any third-party
intellectual property rights and shall indemnify Pluritec against any related claim.
11.3 Results of developments carried out to Pluritec's specifications and at its expense are the property of Pluritec.
12. Confidentiality
12.1 The Supplier shall keep confidential all technical and commercial information received from Pluritec, shall not use it for purposes other than performing the orders and shall not disclose it to third parties, also after termination of the relationship, for 5 years.
12.2 The Supplier may not refer to Pluritec as a customer or use its trademarks without written consent.
13. Subcontracting
The Supplier may not subcontract the Supplies in whole or in part without Pluritec's written consent and remains in any case liable for the acts of its sub-suppliers.
14. Force Majeure
Neither party is liable for non-performance due to unforeseeable events beyond its control, provided they are promptly notified in writing. If the event lasts more than 30 days, Pluritec may withdraw from the order without any charge. Company-level strikes at the Supplier and delays by its sub-suppliers do not constitute force majeure, unless proven otherwise.
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15. Withdrawal and Termination
15.1 Pluritec may withdraw from an order at any time by written notice, compensating the Supplier only for documented costs incurred up to the date of withdrawal, excluding loss of profit.
15.2 Pluritec may terminate the contract under Article 1456 of the Italian Civil Code in the event of breach of Articles 4, 6, 11, 12, 13 and 17, or in the event of the Supplier's insolvency or insolvency proceedings.
16. Export Control and Customs
The Supplier shall provide the customs classification (HS code), preferential/nonpreferential origin and any dual-use classification (Regulation (EU) 2021/821) or ECCN of the Supplies, and shall comply with applicable sanctions and embargo regulations.
17. Ethics, Sustainability and Model 231
17.1 The Supplier declares that it is aware of the Code of Ethics and the Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/2001 adopted by Pluritec, available upon request at info@pluritec.org, and undertakes to comply with their principles. Any breach constitutes a material breach of contract.
17.2 The Supplier shall comply with laws on labour, health and safety (Italian Legislative Decree 81/2008), environment, anti-corruption and human rights, and with the prohibition of child and forced labour.
18. Data Protection
The parties shall process personal data in compliance with Regulation (EU) 2016/679 (GDPR) and Italian Legislative Decree 196/2003. Pluritec's privacy notice is available at https://pluritec.it/privacy-policy/.
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19. Governing Law and Jurisdiction
19.1 Contracts are governed by Italian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980).
19.2 The Court of Turin shall have exclusive jurisdiction over any dispute, without prejudice to Pluritec's right to bring proceedings before the courts of the Supplier's domicile.
20. Final Provisions
20.1 The invalidity of any clause shall not affect the validity of the remaining clauses.
20.2 Pluritec may update these GTCP; the applicable version is the one published on its website on the date of the order.
20.3 In the event of any discrepancy between language versions, the Italian text shall prevail.
Specific Approval
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Supplier specifically approves the following clauses: 1.2 (precedence of GTCP); 2.1 (tacit acceptance); 4.3 (penalties and termination); 7.1 (notification periods); 8 (warranty); 9 (liability and indemnity); 10.3 (set-off and prohibition of assignment); 14 (force majeure); 15 (withdrawal and termination); 19.2 (jurisdiction).