General Supply Terms
With the first delivery, the Supplier expressly acknowledges that the conditions under which this took place also apply to any subsequent deliveries.
Different conditions will only be effective if they have been approved in writing by I.S.A. SpA.
The lack of express objection by I.S.A. SpA regarding different conditions applied by the Supplier does not constitute a waiver of these general supply conditions, even in the case where the ordered goods have been accepted and payment for them, either in whole or in part, has been made.
1. ORDERS
1.1 These general conditions apply to any order placed by I.S.A. SpA.
1.2 Any special conditions, even in derogation from the general ones, must be expressly stated in the order or agreed upon in a separate letter.
1.3 The order is not transferable to third parties and is considered perfected when I.S.A. SpA receives acceptance from the Supplier. If the acceptance is not received within 5 days of the order date, I.S.A. SpA may cancel the order by providing written notice.
1.4 If the conditions in the acceptance differ from those in the order, the contractual relationship is perfected when I.S.A. SpA receives the Supplier’s acceptance of the contractual conditions.
1.5 Acceptance of the order is subject to a production tolerance of ±10%.
2. DELIVERY TERMS
2.1 Delivery terms agreed with the Supplier are always considered strict and binding, except in cases of force majeure as outlined in point 2.2. In the event of delivery delays beyond the agreed terms, unless expressly accepted by I.S.A. SpA, the Supplier will incur the penalty outlined in the next point 2.3. Early deliveries are also excluded unless expressly accepted by I.S.A. SpA.
2.2 Delivery terms are automatically extended when causes beyond the Supplier’s control prevent the regular execution of the order. Events such as natural disasters, labor conflicts, transport interruptions, and any other event beyond the Supplier’s control are considered impediments that may delay order execution. The Supplier is required to promptly notify I.S.A. SpA in writing about the occurrence and cessation of force majeure causes.
2.3 In case of delivery delays, including partial delays, I.S.A. SpA may impose a penalty of 1% of the value of the undelivered goods for each full week of delay, in addition to the right to claim damages, up to a maximum of 4% of the total order value, or alternatively, cancel the order, with the right to claim damages. If I.S.A. SpA exercises this option, it will notify the Supplier of its intention to terminate the contract according to Article 1456 of the Civil Code. I.S.A. SpA also retains the right, in case of delivery delays, to source the product elsewhere at any time, without prejudice to the right to claim additional damages.
3. SUPPLY QUALITY
3.1 The mere delivery of products does not imply tacit acceptance of the goods, as their condition, quantity, and quality must be accepted by I.S.A. SpA.
3.2 Notification of defects and/or deficiencies in the delivered goods may always be made by I.S.A. SpA within nine months of receiving the goods. This applies even if the goods have already been processed and the relevant invoices have been paid. In the presence of defective products, I.S.A. SpA may request their replacement or refuse the defective products or the entire batch without requesting a replacement.
3.3 As for applicable documents, unless otherwise specified in the order, the edition valid at the time of the order issuance is considered valid.
4. WARRANTIES
4.1 The Supplier guarantees that the supplied product is free from any defects for a period of 12 (twelve) months from the delivery date, unless otherwise agreed between the parties.
4.2 If defects are found in the supplied goods at I.S.A. SpA’s customers, the Supplier is required, at I.S.A. SpA’s discretion, to repair or replace them at no cost or accept a charge.
4.3 In any case, provided the defects are discovered or confirmed during the warranty period, I.S.A. SpA has the right to claim compensation for any additional damage caused by the unfitness of the purchased product.
4.4 If the products have an expiration date, it must be no less than 75% of the product’s shelf life.
5. TESTING
5.1 The Supplier commits to providing I.S.A. SpA with goods that have been thoroughly tested before shipment. The goods must conform to the specifications provided by I.S.A. SpA, and the delivered materials will be tested according to the prescribed procedures. I.S.A. SpA reserves the right to reject any batches that do not meet the specifications and any rejected goods or those found non-compliant during our processing will be returned to the Supplier for immediate replacement, unless otherwise directed. All related costs will be borne by the Supplier. If, due to urgent needs, the goods are processed despite not being accepted by Product Control, all costs for sorting, subsequent processing, or any other related operations will be fully charged to the Supplier.
6. INVOICES AND DELIVERY DOCUMENTS
6.1 The Supplier must provide the goods with the relevant delivery note and a CERTIFICATE OF CONFORMITY, indicating at least: order number, code/drawing and/or description, shipping date, batch number, and any other information required by law.
6.2 All invoices issued by the Suppliers on behalf of our Company must be sent to our Administrative Office; failure to comply may result in delayed payment until the proper documents are received.
7. ENVIRONMENTAL CLAUSES
The Supplier declares and guarantees compliance with the REACH Regulation No. 1907/2006 regarding the registration, evaluation, authorization, and restriction of chemicals. Therefore, the supplied products will comply with the restrictions outlined in this regulation.
The Supplier will provide or make available safety data sheets for the substances or mixtures supplied to I.S.A. SpA and will ensure proper labeling according to Regulation (EC) No. 1272/200
8. DISPUTES
8.1 The Supplier must guarantee I.S.A. SpA, its customers, and the relevant authorities the right of access to relevant areas of all its sites at every level of the supply chain involved in the commissioned activity and to all applicable records.
8.2 The only competent judicial authority to decide on any dispute with I.S.A. SpA will be the Judicial Authority of Busto Arsizio.
9. ADDITIONAL CLAUSES FOR AERONAUTICAL SUPPLIERS
9.1 If not already certified according to EN-AS-JISQ-9100, the Supplier will make every effort to obtain this certification.
9.2 The Supplier must guarantee the prevention of counterfeit parts.
9.3 Any changes to the organization, processes, products, or services, including changes to subcontractors or production sites related to the current order, must be agreed upon in advance.
9.4 In the case of subcontracting, the Supplier must ensure the flow-down of I.S.A. requirements.
9.5 The Supplier must retain and make available documentation related to the supply for no less than 5 years from the delivery date.
9.6 The Supplier must ensure that its employees are aware of:
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their contribution to product and service compliance;
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their contribution to product safety;
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the importance of ethical behavior.
The undersigned Supplier expressly declares acceptance of all the above conditions, especially those in points 1. Orders, 2. Delivery terms, 3. Quality of supplies, 4. Warranties, 5. Testing, 6. Invoices and delivery documents, 7. Environmental clauses, 8. Disputes, and 9. Only for aeronautical supplies.
These GENERAL PURCHASE AND SUBSUPPLY CONDITIONS are considered an integral part of the orders issued by I.S.A. SpA.
Mod. 01.02