A4 Mobility’s general terms and conditions of purchase (hereafter the “Terms and Conditions”) are applicable to contractual relationships between A4 Mobility S.r.l., with registered office in Verona, Via Antonio Meucci 14 (hereafter “A4 Mobility”) and its suppliers (hereafter the “Supplier/Suppliers”), regarding Goods, Machinery, Programmes and/or Services (hereafter referred to using the single term "Products”).
These Terms and Conditions, together with the Order and any Additional Terms and Conditions that may apply, represent all agreements entered into between A4 Mobility and the Supplier regarding a specific supply of products and shall replace any verbal or written agreement made between A4 Mobility and the Supplier before the Order.
When A4 Mobility sends an order or additional terms and conditions which refer to the Terms and Conditions:
- A4 Mobility and the Supplier shall consider any copy of the Terms and Conditions, Additional Terms and Conditions or the Order to be equivalent to the original, as long as said copy is made using reliable means, such as being sent by fax, sent via e-mail or published on the website: http://www.a4mobility.it (by clicking on the button “A4 Mobility General Terms and Conditions of Purchase”);
- the supply referred to by the Order shall also be subject to any documentation attached to the Order and to the Additional Terms and Conditions, where applicable.
The present version of the Terms and Conditions is applicable to all new contractual relationships from 1st May 2013 onwards.
A4 Mobility filed the original copy of the present document with dott. Elena Borio, Notary with offices in Verona, with deed dated 13/05/2013 under repertory no. 11,085 and digest no. 7,870.
A4 Mobility has also made the Terms and Conditions known by:
- making them available at every A4 Mobility office;
- publishing them online on A4 Mobility's official website, as stated above;
- informing all Suppliers that this version of the Terms and Conditions has been adopted.
The terms stated below in capital letters shall have the meaning attributed to them by the Terms and Conditions.
TERMS AND CONDITIONS
Art. 1. - Definitions
Agreement: ……. the combination of the Order, Terms and Conditions and Additional Terms and Conditions.
Order: ………. the Order form duly filled out and sent by A4 Mobility; any Attachments and Product Specifications, as well as any additional documents, shall form an integral part of the Order, as long as they are referred to in the Order itself.
Party or Parties: ... the Supplier and/or A4 Mobility and their successors and assigns.
Good: …………any object that meets the condition of being useful, material, limited and accessible. It is anything that the Supplier can supply to A4 Mobility.
Machinery: … in addition to the actual machine, this also refers to its devices, model conversions and upgrades, machine components, accessories, or any combination of them: it is therefore anything that the Supplier can supply to A4 Mobility.
Programme: … an original Programme or a full or partial copy of an original Programme, including both a Supplier’s Programme and any Programme that doesn’t belong to the Supplier which is supplied to A4 Mobility.
Service: …….. carrying out a task, an assignment, providing consulting or assistance, or granting authorisation to access a resource (such as access to a database) which the Supplier makes available to A4 Mobility.
Art. 2. - Subject and Applicability of the Terms and Conditions
2.1 The subject of the present Terms and Conditions is the supply of Products by the Supplier to A4 Mobility, as specifically stated in the Order which is countersigned by the Supplier for acceptance. The Order describes the Products, quantity, prices, connected services (processing, installation/warranty/maintenance/training/ etc.), included and excluded activities, terms and conditions of sale (invoicing/payment methods/programmes, time frames, delivery methods and costs/ etc.), work plans, Supplier commitments and any other aspect necessary to unequivocally and fully identify each element of the Order and to avoid any possible misinterpretation.
2.2 The present Terms and Conditions shall apply each time A4 Mobility sends an Order to the Supplier, which the Supplier shall then accept by returning to A4 Mobility a copy of the Order signed for acceptance, or by delivering or making the Product available, or by beginning to carry out the Service.
2.3 The present General Terms and Conditions of Purchase shall replace and prevail over the Supplier’s General Terms and Conditions of Sale.
2.4 Should a conflict arise between the General Terms and Conditions of Purchase, the Additional Terms and Conditions and the Purchase Order, these documents shall take on the following order of prevalence, with reference to the conflicting provisions: First - Purchase Order; Second - Additional Terms and Conditions; Third - General Terms and Conditions of Purchase.
Art. 3. - Additional Terms and Conditions
Depending on the specific type of Product, the Order may be accompanied by additional, specific terms and conditions for supply: these terms and conditions accompany and complete the present Terms and Conditions and form an integral part of the Order sent to the Supplier.
Art. 4. - Orders and changes to orders
4.1 Orders and delivery or supply requests, as well as any changes or additions to them, must be made in writing.
4.2 Any verbal agreement, including changes and integrations to the present terms and conditions of purchase, must be confirmed in writing by A4 Mobility in order to become valid.
4.3 Quotes shall be binding and shall not generate any form of remuneration for the Supplier, unless otherwise explicitly agreed upon between the parties.
4.4 If the Supplier does not accept an order, i.e. does not confirm the order in writing within two calendar weeks from receiving it, then A4 Mobility shall have the right to cancel or revoke said order, without prejudice to its right to obtain full compensation for all damages already incurred and still to be incurred, both contractual and non-contractual, that were caused by the Supplier’s failure to accept the order in a timely way.
4.5 Delivery and/or supply requests made by A4 Mobility referring to framework agreements shall be binding on the Supplier, as long as the latter does not refuse them within 2 working days from their date of receipt.
4.6 A4 Mobility may revoke and/or cancel an order, at any time, if it believes, at its sole discretion, that the Supplier’s guarantees to properly supply the Products are no longer valid or if the Supplier is no longer fit to supply the Products. A4 Mobility may also revoke and/or cancel an order, at any time, if it believes, at its sole discretion, that the Supplier is in a situation of insolvency or such financial difficulty that there is doubt over its ability to properly supply the Products and over its suitability to provide the relative guarantees, regardless of the provision stated by the previous point 4.4, or if any enforcement proceedings have been brought against the Supplier, without exception, or if said Supplier has entered into bankruptcy proceedings.
Art. 5. - Delivering the goods / Supplying the services
5.1 Deliveries or supplies that do not comply with the specifications stated in the agreements and orders sent by A4 Mobility may be refused by the latter or they may require prior agreement and written consent from A4 Mobility before they can be accepted.
5.2 The dates, places and terms and conditions for delivery stated on the order or in the agreement shall be binding on the Supplier. The delivery date of the good and/or the date that the service is provided in the place agreed in the order or agreement shall be considered the official date to this end. The Supplier must promptly make the goods available, taking into consideration the loading and transport times agreed with the shipping company.
5.3 If the order or agreement also states that the Supplier must set-up the goods (installation, start-up), then all the related indirect costs involved, such as travel and transportation expenses, shall be borne by said Supplier.
5.4 If the Supplier delivers the goods later than the agreed deadline and/or if the Supplier delivers the goods to places or individuals other than those indicated by A4 Mobility, then the latter may refuse to accept the goods supplied and may claim full compensation for damages. By way of derogation from the second paragraph of art. 1510 of the (Italian) Civil Code, the Supplier shall not be relieved of their delivery obligation on handing over the goods to the carrier or shipping company. The Supplier must immediately notify the A4 Mobility purchasing department if it foresees any difficulties that may affect its ability
to deliver or supply the goods or services on time and with the required level of quality. However, the Supplier will still be held responsible for the consequences of the delay in carrying out the service.
5.5 Unconditional acceptance of a late delivery of goods or late supply of services shall not mean, and may not in any way be understood and considered equivalent to, A4 Mobility waiving their request for compensation for damages, and this shall be valid until said compensation is paid to A4 Mobility in full and according to the terms requested by A4 Mobility.
5.6 Partial deliveries and supplies are not normally acceptable, unless otherwise explicitly agreed upon between the parties.
5.7 Unless there is evidence to the contrary, the quantities, weights and dimensions measured by A4 Mobility during the goods acceptance phase shall be taken as the official data for the purposes of any complaints.
5.8 It is understood that A4 Mobility shall have the right to use the software and the relative documentation connected to the good purchased / service carried out, in accordance with the characteristics of the service agreed upon and within the usage limits of the software.
5.9 A4 Mobility shall have the right to use said software, including the relative documentation, with the agreed characteristics and to the extent necessary in order to be able to use the product, and in respect of the agreements in place. A4 Mobility shall also have the right to make a backup copy, even without express authorisation to do so.
5.10 All products for which implementing provisions have been issued requiring them to display the CE-marking must do so. In any case, the Supplier, upon supplying the goods and/or services, must provide A4 Mobility with all the necessary documentation on how to use them properly (e.g. instruction and operations manuals, installation and assembly manuals and warranty certificates).
5.11 The Supplier is under the obligation to remove and correctly dispose of packaging and any electronic waste produced as a result of the work it carries out under the present Agreement, in compliance with applicable legislation. Before disposing of, recycling or reusing any electrical devices, the Supplier shall undertake to carry out all necessary actions to guarantee the protection of any personal data that may be contained therein, by cancelling or by transforming said data into an unintelligible format, in compliance with the regulation issued by the (Italian) Personal Data Protection Authority on 13th October 2008.
Any violations of the provisions stated by the present article shall give A4 Mobility the right to terminate the agreement due to the negligence of the supplier, and subsequently claim compensation for damages (damage to the company's reputation, actual damage and loss of earnings, if necessary).
Art. 6. - Services
6.1 The Supplier shall supply services through its own company. It may subcontract the supply of services to third parties but, to do this, it must first obtain the prior written consent of A4 Mobility and, in any case, it shall nonetheless be accountable to A4 Mobility for all of the subcontractor’s activities as if the Supplier had carried them out itself. If the Supplier requests services from third parties, it must incorporate the terms and conditions referred to by the present document into the relative underlying contracts.
6.2 The service standards required by A4 Mobility and the configurations and purposes specified by A4 Mobility will not relieve the Supplier from its obligation to provide cost-effective solutions that are technically free of defects. The Supplier shall promptly inform A4 Mobility if the aforementioned service standards, configurations or purposes are in conflict with the solution in question, or whether it is necessary or appropriate to change or improve the subject or scope of the service for other reasons. Any additional services or changes carried out without the prior written consent of A4 Mobility cannot be used as grounds for a claim by the Supplier.
6.3 A4 Mobility must be immediately notified if third-party industrial or intellectual property rights are required in order to carry out the order, even if there is only the risk of this being the case. Should the supplier fail to provide due notification, it shall be obliged to hold harmless and indemnify A4 Mobility against any claim put forward by the lawful owners of the rights that have been violated, including the legal expenses necessary for any defence required.
6.4 Services must be carried out in compliance with the subject of the agreement and purpose of the service; this shall also apply to the documentation relating to the specifications. The Supplier must comply with the general state of the science and state of the art, applicable legislation, consumer association directives, safety procedures and the relative measures, including A4 Mobility's safety standards. When carrying out engineering orders, the service must be carried out in such a way as to allow for maintenance and/or inspection work to be easily completed.
6.5 When carrying out the order, the Supplier shall undertake to respect the interests of A4 Mobility, adopting and implementing all measures at its discretion (for example, the choice of materials, accessories and spare parts) based only on objective assessment.
6.6 Unless otherwise provided for by the agreement, drawings, descriptions, calculations and anything else carried out by the Supplier, or by the third parties acting as subcontractors for said activities, shall become the property of A4 Mobility once they are completed, without the latter having to pay for them. The parties therefore hereby agree that the Supplier and third parties shall have no rights over said works, which shall thus become the property of A4 Mobility, and that the latter shall not have to pay anything to the Supplier for said works, given that the remuneration for their creation was already considered part of the fee paid to the Supplier and third parties for their production. The originals of all the aforementioned documents must be delivered to A4 Mobility as soon as they are produced and completed. Documents made available by A4 Mobility must be carefully stored in a safe place. These and other documents such as models, drawings, drafts, etc., created or procured to complete the order, shall remain the property of A4 Mobility and must therefore be returned to A4 Mobility when the order is completed at the latest. A4 Mobility reserves all rights over the documents made available, even when an invention patent has been granted or a utility model has been registered. Any right for the Supplier to keep said documents is hereby excluded.
6.7 If the Supplier has been informed of the purpose of the services, then it shall guarantee that said services comply with the purpose stated. Any inspections or approvals of parts of the service shall not affect the Supplier’s obligation to carry out the services and to provide guarantees for them. Acceptance shall follow approval of the complete services, and shall not follow any use or payment of them.
6.8 A4 Mobility, at its own discretion, shall have the right to use and exploit all the results obtained from the services being carried out, free of any right or claim from third parties, including the inventions and the use and exploitation rights in compliance with (Italian) Copyright Law, from the moment they are conceived and created, without having to pay anything to the Supplier, as already extensively provided for by the previous point 6.6.
6.9 Any inventions by the Supplier as part of its assignment, whether patentable or not, shall belong exclusively to A4 Mobility without any fee due to the Supplier. The latter shall adopt suitable measures to immediately transfer these inventions to A4 Mobility, unless the agreement states otherwise.
Art. 7. - Force majeure
In case of force majeure, trade union disputes, disruptions to activities that are beyond A4 Mobility’s control, riots, government measures and other unavoidable events, A4 Mobility shall be free of its obligation to accept goods and/or services according to the planned deadlines, for the entire duration of said events. During such events, and for the 2 weeks afterwards, A4 Mobility shall have the right - without prejudice to any other rights belonging to A4 Mobility - to withdraw, either partially or in full, from the supply agreement if said events are set to last for a significant amount of time and A4 Mobility’s requirements are considerably reduced, as the goods need to be produced elsewhere as a result of the events in question.
Art. 8. - Notice of shipping and invoice
The details contained in the order, agreement, delivery and/or supply request shall be valid. The invoice must be sent to the address indicated on the purchase order / agreement and must not come with the goods.
Art. 9. - Price and passing of risk
9.1 The fee for the goods and/or services supplied shall be agreed separately in each order or agreement. The prices agreed upon cannot be changed, unless otherwise agreed in writing, specified on a case by case basis. If an agreement states that the fee shall not be a fixed price but, rather, shall vary depending on the expenses incurred and proven, then the Supplier shall guarantee that their request will remain within the offer or the total approved quote. Additional costs shall therefore only be acknowledged by A4 Mobility if approved beforehand and proven in writing.
9.2 The fee agreed with the Supplier shall include everything. The fee shall be due and will be paid once the goods and/or services are accepted, in compliance with the agreed payment terms.
9.3 Unless otherwise agreed, prices are to be considered “delivery duty-paid” and shall include the necessary packaging to ensure that the product does not become damaged. The Supplier shall take on all risks of loss or damage relative to the goods until they are received by A4 Mobility, or by a representative of the latter, in the agreed delivery place.
Art. 10. - Payment terms
Unless otherwise specified in the order or in the additional terms and conditions, it is agreed that the payment shall be made within “90 days from the end of the month in which the invoice is issued”. Payment is subject to the invoice being duly checked.
Art. 11. - Complaints and Supplier's warranty
11.1 Acceptance of the goods and/or services is subject and conditional to inspection and/or control by A4 Mobility in order to verify the absence of any faults or defects and supply completeness and regularity.
11.2 Goods and services provided by the Supplier and/or by third parties shall be covered by a guarantee for operating faults and defects and are therefore covered by the defect guarantee provided for by art. 1490 of the (Italian) Civil Code, as well as by all guarantees provided for by Italian law, without exception, in relation to the specifications of the supply, the contract and the service provided. In this regard, the parties acknowledge that, pursuant to the first paragraph of art. 1495 of the (Italian) Civil Code, the deadline for A4 Mobility to report any defects to the seller is equal to forty-five working days from when they are discovered, unless a longer deadline is granted by Italian law; in any case, the Supplier hereby irrevocably waives any objection to any possible delay by A4 Mobility in reporting defects.
11.3 If the Supplier does not proceed immediately to fix the defects following a request from A4 Mobility to do so, in urgent cases and especially to avoid imminent risks or prevent further damage, A4 Mobility is authorised to directly carry out, or have third parties carry out, any necessary action to correct the defect, at the Supplier’s expense.
11.4 If the Supplier provides goods or services that do not fully belong to it, then said Supplier shall fully indemnify A4 Mobility against third-party claims, as well as provide full warranty against third party rights and claims.
11.5 The Supplier shall undertake to irrevocably hold harmless and indemnify A4 Mobility against any request or claim made by third parties in relation to the supply.
11.6 The parties also hereby agree that, by way of derogation from the third paragraph of art. 1495 of the (Italian) Civil Code, the deadline to send compensation requests for defects is 3 years, with the exception of cases in which false declarations have been made for fraudulent purposes. If the product is used in a building construction in compliance with normal use and laws, and this causes or has
caused its defectiveness, then this case is excluded. The limitation period starts from the product delivery date. To the extent necessary, the parties acknowledge that the provision included in art. 1497 of the (Italian) Civil Code shall apply to the present terms and conditions of purchase.
11.7 A4 Mobility shall have the right to choose the type of additional service. The Supplier may only refuse the type of additional service chosen by A4 Mobility if it involves disproportionate expenses.
11.8 If the Supplier meets the additional service requirement by providing a replacement product, then the time limit for the replacement good shall be calculated from the new delivery date, unless - during the additional service phase - the Supplier doesn’t explicitly and suitably reserve that the replacement delivery has only been carried out to demonstrate its good will in order to avoid any disputes, or in the interest of continuing the supply relationship.
11.9 Costs relating to the supply of defective goods or services, with particular reference to transport, processing and/or labour expenses, costs for materials or costs for inspections and checks shall be borne by the Supplier.
11.10 The parties hereby agree that if A4 Mobility contests the supply for any reason, it shall be entitled to suspend the relative payment until the regularity of the supply or the validity of the objection have been legally ascertained through a final court judgement. For this reason, the Supplier may not act to recover the relative payable and interest shall not accrue on the sums not paid by A4 Mobility, not even legal interest or the interest provided for by (Italian) Legislative Decree no. 231/2002.
11.11 A4 Mobility may offset the sums requested from the Supplier as compensation for damages with those owed to the Supplier for the goods and/or services provided, even if the A4 Mobility credit is not certain, available and collectable.
11.12 Any payment for goods and/or services provided shall not, in any way, compromise A4 Mobility’s right to contest them and to repeat the payment, as well as to claim compensation from the Supplier for all damages suffered, without exception.
Art. 12. - Liability
12.1 If A4 Mobility receives compensation requests for the goods delivered or the services provided by the Supplier, then the Supplier shall indemnify A4 Mobility against said requests if and to the extent that the damage has been caused by a defect with the product provided by the Supplier. In the cases of liability caused by default, this shall - however - only apply if the Supplier has in fact failed to meet its obligations. If the cause of the damage falls under the responsibility of the Supplier, then it shall be up to the latter to provide evidence to the extent necessary.
12.2 In the cases stated by paragraph 12.1 above, the Supplier shall be under the obligation to incur all related costs and expenses, including the costs for any legal action.
12.3 In all other cases, legal provisions shall apply.
12.4 Before recalling any products, due fully or partially to a defect with the product provided by the Supplier, A4 Mobility shall notify the Supplier in question, offering the possibility to work together and discussing with said Supplier how to manage the recall in the most efficient way possible. This will be the case unless there is a particular urgency that does not allow this to happen. The costs of the recall shall be borne by the Supplier if it is attributable to a defect with the product provided by said Supplier.
Art. 13. - Carrying out the work
Individuals who carry out work in one of A4 Mobility's facilities/offices while fulfilling an order or agreement must abide by the relative labour regulations. A4 Mobility shall not be held liable in any way for accidents that occur at its facilities/offices that harm said individuals.
Art. 14. - Workplace Health and Safety
14.1 When providing the Products, the Supplier shall use personnel with specific, specialist, technical and operational skills and expertise, and who have consolidated professional experience in the field in which they are working. A4 Mobility shall have the right to ask for the replacement of Supplier Personnel who do not meet the requirements of the present article, if it has a reasonable motivation to do so.
14.2 The Supplier shall ensure that its personnel respect all legal provisions with regard to workplace hygiene and safety (Italian Legislative Decree no. 81/08 and subsequent amendments and integrations) as well as with all other workplace regulations provided by A4 Mobility, thereby holding harmless and indemnifying A4 Mobility against any liability and obligation to pay compensation, including the legal expenses necessary for any defence required.
14.3 The Supplier guarantees that its Personnel, Employees and any third parties acting as subcontractors for the Agreement, shall have appropriate insurance cover that is suitable to cover all risks involved with carrying out the Service. To this end, within 20 (twenty) consecutive calendar days from receiving the order, and in any case before beginning work, the Supplier must present a copy of their third party/worker liability insurance policy issued by a leading national insurance company (one of the top ten companies in terms of capitalisation), which must be valid for the entire duration of the supply.
14.4 With regard to (Italian) Legislative Decree no. 163/2006 “Code governing public works contracts, public service contracts and public supply contracts, implementing directives 2004/17/EC and 2004/18/EC”, and subsequent amendments and integrations, and in situations in which applicable legislation makes this an obligation, the Supplier shall present a “CAR” insurance policy issued by a leading national insurance company which is valid for the entire duration of the supply. This must be presented within 20 (twenty) consecutive calendar days from receiving the order, and in any case before beginning work.
Art. 15. - Confidentiality
15.1 The Supplier shall keep all commercial and technical information made available by A4 Mobility strictly confidential with respect to third parties (including any data that may be obtained from items, documents or software, or any other information or experience). The Supplier shall also keep the results of the work carried out based on the agreement confidential, with the exception of information that is already known to the public. Information shall only be made available at the Supplier’s offices to those individuals who require it in order to complete the supply to be provided to A4 Mobility. Said individuals must undertake to keep all information confidential. The information belongs exclusively to A4 Mobility and may not be copied or used for commercial purposes - unless for deliveries to be made to A4 Mobility - without the prior written consent of A4 Mobility. Upon request from A4 Mobility, all information (including copies or recordings, where present), as well as the goods and data tools used by A4 Mobility, that A4 Mobility has provided to the Supplier, must be immediately returned or proven to have been destroyed. A4 Mobility reserves all rights over this information (including industrial and intellectual property rights). This reserve shall also apply to information provided by third parties.
15.2 Goods produced based on documentation such as drawings, models and similar, put together by A4 Mobility or based on confidential information from A4 Mobility, as well as goods produced using our tools or with tools modelled on them, may not be used by the Supplier outside of the supply agreement in place with A4 Mobility, nor may they be offered or transferred to third parties. This shall also apply to orders made by A4 Mobility.
15.3 The services that the Supplier provides to A4 Mobility, or parts or elements of said services, may not be provided to third parties in the same way for at least two years after they have been carried out, unless the technology on which they are based is classed as general state-of-the-art and general knowledge.
15.4 The technical and commercial information received from A4 Mobility to carry out the service shall be kept confidential even after the agreement has been completed and concluded, until and to the extent that said information becomes known to the public for reasons not attributable to the Supplier, or if A4 Mobility waives the confidentiality obligation in writing.
15.5 Failure to comply with the obligations referred to by the present article shall entitle A4 Mobility to terminate the agreement and to demand a penalty payment of 40% of the value of the supply, unless the damage suffered is greater than said amount.
Art. 16. - Control of exports and Customs
The Supplier is under the obligation to inform A4 Mobility of any requirements relating to export (re-export) licences for the Products based on Italian, European or U.S. legislation regarding control of exports and customs regulations. The Supplier is also obliged to inform A4 Mobility of legislation regarding the control of exports and customs regulations applicable in each Product’s country of origin. Upon request, the Supplier shall provide information in writing on the sale of Products and their components abroad and shall inform A4 Mobility of any changes to said information as soon as possible and, in any case, before supplying the goods and/or services to A4 Mobility.
Art. 17. - Organisation, management and control model and Code of Ethics pursuant to (Italian) Legislative Decree no. 231 dated 8th June 2001
17.1 In order to guarantee shared ethical conduct and comply with the principles of lawfulness, fairness and transparency as part of its business activities, A4 Mobility has adopted an Organisation, Management and Control Model to prevent the crimes listed by (Italian) Legislative Decree no. 231 dated 8th June 2001, regarding "Regulations governing the administrative liability of legal persons, companies and associations even without legal person status”. In this regard, A4 Mobility has also appointed its own Supervisory Board.
17.2 The supplier undertakes to read and acknowledge A4 Mobility's Organisation, management and control model and the code of ethics attached thereto, both of which are available on the website www.a4mobility.it . The Supplier also undertakes to ensure that its conduct complies with the provisions of the aforementioned documents and to promptly report any violations, even only presumed violations, to the following e-mail address: email@example.com.
17.3 Failure to comply with any of the provisions in the aforementioned Model and Code of Ethics shall represent a serious breach of the obligations of the present Agreement and shall entitle A4 Mobility to terminate this Agreement with immediate effect, by simply sending written notification to this effect, pursuant to art. 1456 of the (Italian) Civil Code, without prejudice to its right to claim compensation for any damages suffered as a result.
Art. 18. - Social responsibility and environmental protection
The Supplier must comply with all legal requirements regarding HR management, environmental protection and workplace health and safety, and shall undertake to eliminate, or at least minimise, any negative effects of its activities on people and the environment. In this regard, the Supplier shall establish and develop, on an ongoing basis, a quality management system based on the ISO 14001 standard, in proportion to their possibility to do so. Furthermore, the Supplier shall respect the principles put forward by the UN initiative, in particular those relating to the protection of human rights at international level, the right to participate in collective bargaining, the abolition of forced labour and of child labour, the elimination of discriminatory criteria to hire personnel, environmental responsibility and the prevention of corruption.
Art. 19. - Traceability
19.1 The Supplier shall assume all obligations regarding the traceability of financial flows referred to by article 3 of (Italian) law no. 136 dated 13th August 2010 and subsequent amendments.
19.2 Should the contractor not fulfil their obligations as per art. 3 of (Italian) law no. 136/2010 regarding the traceability of financial flows relating to the contract, then the present agreement shall be terminated ipso jure pursuant to paragraph 8 of said article 3.
Art. 20. –Privacy
In accordance with article 13 of (Italian) Legislative Decree no. 196 dated 30th June 2003, the Supplier hereby confirms that they have read and acknowledged the information notice regarding the processing of their “Personal Data”, as defined by art. 4, paragraph 1, letter b of the code, available from A4 Mobility’s official website www.a4mobility.it under the section ‘Privacy’.
Art. 21. - Place of supply
The place of supply shall be the place to which goods are to be delivered in accordance with the agreement, or the place in which the service is to be carried out in accordance with the instructions in the order / agreement.
Art. 22. – (Italian) Decree Law no. 83/2012, art.13 ter – Regulations governing several liability of the contractor
(Italian) Decree Law no. 83/2012 converted into (Italian) Law no. 134/2012 states that, in the case of works and services being contracted out, the contractor shall be jointly and severally liable with the subcontractor for paying the tax authorities the tax amounts due on employee income, and the VAT amount due to the tax authorities from the subcontractor in relation to the services carried out as part of the subcontracting agreement.
Pursuant to art. 13 ter of (Italian) Decree Law no. 83/2012, A4 Mobility shall pay the fee due to the Supplier as long as the latter presents the necessary documentation to prove that it has duly fulfilled its obligations under paragraph 28, which expire on the fee payment date.
Art. 23. - Miscellaneous
Should one of the clauses of the present terms and conditions or subsequent supplementary agreements prove to be invalid, then this shall not invalidate the other terms and conditions. The parties shall agree upon a replacement clause that reflects the economic intention as closely as possible.
Art. 24. - Applicable law and jurisdiction
The present terms and conditions are governed exclusively by Italian law. Any disputes arising in relation to the present terms and conditions, or connected to them, shall fall under the exclusive jurisdiction of the Court of Verona, with any other competing or alternative court being expressly excluded.