General Conditions of purchase

1. Subject matter and scope
1.1. These conditions apply to IMAM Ambiente and all its subsidiaries and/or associated companies as per art. no. 2359 of the Civil Code.
1.2. All purchases, services contracts and work execution required by IMAM AMBIENTE S.r.l. will be settled according to their characteristics and peculiarities of these GENERAL CONDITIONS OF PURCHASE. Each point shown in this document shall be governed by the application of the local and/or international laws and regulations; the supplies, in particular, must meet strictly with the requirements of 626 (Legislative Decree September 19, 1994, no. 626), with the subsequent supplementary and special rules and with all laws for environment and protection of workers, both Italian and of the European Community, but also international. In the absence of explicit guarantees required, shall be considered valid the guarantees of normal practice of the UNI, ISO, IEC, etc.
1.3. The purchase order is the basic document to regulate the contractual relationship between IMAM AMBIENTE S.r.l. and its suppliers for goods and services, with the exception of the specific conditions, which must be agreed in writing and countersigned by both parties.
1.4. Orders made by IMAM AMBIENTE comply with these General Conditions of Purchase, which are considered accepted by the supplier, under the Civil Code, and shall be applied by law, except for precise derogations voiced in the Contract or in the technical specifications attached to it, remaining in force until the fulfillment of the commitments. If one or more clauses are declared invalid by law, however the remaining conditions shall be considered still in force.

2. Capacities and obligations of the Supplier
2.1. The supplier must give, in writing, his acceptance of the order by sending an order confirmation no later than 10 working days from the receipt. After this period, the order will be considered tacitly accepted. In this case, the full or partial acceptance of the order implies acceptance of these General Conditions of Purchase.
2.2. The Purchase Order must be observed in all its specifications, such as quality, packaging, transportation, delivery terms, unless one or more of these points have been specifically left to the supplier.

3. Execution
3.1. In general, the supplier guarantees to IMAM AMBIENTE S.r.l. and, if provided by the contract, also to the customers of IMAM AMBIENTE S.r.l. free access to its factory in order to make sure that the provider took action in accordance with the required specifications and with the quality. However, such access does not release the supplier from its responsibility to provide products that comply and does not prevent subsequent possibilities of rejection of these.
3.2. In order to have access to the storage of IMAM AMBIENTE S.r.l. the suppliers must arrive within the daily working hours (09.00 – 17.00) and preferably in the morning (09.00 – 12.00). All delivery documents accompanying the goods shall include the following data:
- Reference to the order specified in the order request;
- The delivery is made after final payment, that is into account;
- The number and date of the order
- The gross weight and the tare weight over the net weight.
3.3. Before accepting the good, IMAM Ambiente reserves the right to ascertain the correspondence of what established in the order/contract; if there are no technical specifications, the supplier, prior to delivery, has the obligation to carry out the tests prescribed by law in order to certify the successful completion, under penalty of termination of the contract by fault of the supplier. It is necessary that the materials provided maintain the technical properties required for the warranty period of 12 months, effective from the date of delivery to IMAM AMBIENTE. IMAM Ambiente reserves the right to terminate the contract in case of any difference of the product that can make the supply ineligible, that must be reported to the supplier within 60 days of discovery, with a charge to the latter of the losses incurred, as well as costs resulting from delivery and storage of defective products. If the defects are minor and don’t affect the suitability of the service executed by IMAM AMBIENTE, IMAM Ambiente may require the supplier to the removal of the same, or a decrease of the agreed payment. The supplier must take care of the removal of the rejected goods within the time limits set and, if not, IMAM Ambiente may intervene by assigning to him the sustained expenses.
3.4. In case of damage to IMAM AMBIENTE S.r.l. attributed to quality or technical flaws or for fraud in the delivery, IMAM AMBIENTE S.r.l. reserves the right to impose the civil and penal responsibilities to the supplier; It is however understood that in case of damages upon third parties of IMAM AMBIENTE S.r.l. for the reasons mentioned above, the responsibility will be transferred automatically to the supplier.
3.5. The material that may be dismissed by their service control (technical or quality) because of quality resulting defective or different from the one requested shall be made available to the supplier in the area for dispatch. IMAM AMBIENTE S.r.l. reserves the right to request the replacement of such material or the cancellation of the purchase order.
3.6. If a full or partial delivery of the supplies is delayed, relating to the schedule specified in the order, it shall be in the judgment of IMAM AMBIENTE S.r.l. the acceptance of the delivery, the cancellation of the purchase order or the implementation of a penalty of 1% per week, up to a maximum of 5% from the value of the supply.
3.7. The delivery of the goods and the provision of the service must comply with all the safety requirements under the law in force in addition to those set out in the order/agreement or another document delivered to the supplier. If the supplier shall find a health of security risk during the works, he shall immediately notify IMAM Ambiente; in any case, the supplier is responsible for all the consequences that may occur. In case that IMAM Ambiente receives requests for compensation for the failure to comply with the safety regulations or other applicable rules, of any nature, IMAM Ambiente reserves the right to ask to the same supplier for damages whenever the work performed has not been adjusted and/or provoked the request for damage reimbursement. The services provided to IMAM Ambiente rely on the guarantee provided by Italian law applied to services/delivery contracts, in accordance with the Civil Code, except as provided in section 4.3.

4. Price – Invoicing – Payment
4.1. The prices provided in the order/contract must remain unchanged for all the duration of the service/supply and shall not be allowed to revise. The price includes transport, packaging, assicuration and any other item not mentioned separately in the order.
4.2. The invoices of the supplier shall reach our office in 10 days from the date mentioned in the purchase order; they shall mention the number of the purchase order and any other indication required. Will be rejected the invoices without the information required or with indications, terms and conditions different from the ones in the order.
4.3. If the services/supplies shall meet the quality standards of the company, the payment must respect the conditions mentioned in the order/agreement. The payment of the order/agreement does not imply acceptance of the supplies/services from IMAM Ambiente in terms of quality, quantity or price conditions and does not mean that IMAM Ambiente gives up, either directly or indirectly to the rights resulting from these conditions of supply or the applicable legislation. If later then, the circumstances indicate that the supplier is unable to meet its delivery obligations/upcoming execution, IMAM Ambiente may suspend the payments until the moment when the supplier is again able and willing to fulfill these obligations properly; it is understood that during the suspension of payments, the supplier cannot suspend the execution of its contractual services, or claim any interest whatsoever.
4.4. If IMAM Ambiente were to charge the supplier a certain amount on the basis of the provisions contained in these conditions or orders/contracts, the supplier expressly authorizes IMAM Ambiente to issue the invoice and deduct the appropriate amount from the amounts still owed by IMAM Ambiente to the same supplier or to add the said credit to any credit in favor of IMAM Ambiente. The compensation shall be based on the rules set by the Civil Code.
4.5. The credit under this order is not transferable. IMAM AMBIENTE S.r.l. does not recognize other creditors than the ones indicated in the order, except specific written agreements made with the Administrative Direction of IMAM AMBIENTE S.r.l.

5. Resolution – Suspension – Cancellation
5.1. In the case of purchase orders for the supply of services or for the execution of works, the IMAM AMBIENTE S.r.l. may require the supplier to accept and sign the special conditions or specifications for the execution of works or for the provision of services which will be sent expressly for this purpose. This will be in addition on these General Conditions which affect all the suppliers.
5.2. The supplier assumes responsibility for the damages to persons and property, due to negligence of his own or of his subcontractors, with a commitment to reimburse the company for any costs incurred due to such damage. IMAM AMBIENTE considers itself to be released from liability due to negligence of the supplier of the rules for Social Security, Health, Safety, Mandatory Insurance or any other applicable legislation. The supplier that operates in all areas of IMAM AMBIENTE must comply with the company’s existing procedures, which are provided at the time of entering the site where the works will be made. If during the execution of the service the provider generates a certain amount of waste and sends it to disposal, he must notify the company’s technical manager about the amount of waste and the characteristics of the disposal facility.
5.3. The provider claims to be equipped with the licenses and patents necessary for the implementation of the asset/service in the contract: IMAM Ambiente is considered extraneous to any liability of any violations of the provisions in defense of patent rights.
5.4. No Assignment of orders: the orders and the claims relating to the supplies/services cannot be assigned or transferred in any way from the supplier to a third party, without the prior written consent of IMAM Ambiente. Also, the provider is not entitled to issue drafts and bills of bank delegation for payment of services, and is liable for damages caused by improper conduct.
5.5. Compensation for losses and damages incurred must be charged to the supplier.
5.6. The termination of the contract between the parties can be determined by the following cases:
a) occurrence on the supplier of insolvency proceedings;
b) cessation of operation by the supplier;
c) delay exceeding 30 days in delivery or execution of service, excluding accidental circumstances and those of force majeure;;
d) non-compliance with the terms established in the contract that cannot be delayed: the supplier has a duty to perform the service beyond the expiration date except for the choice by IMAM Ambiente to avail the termination clause;
e) loss of permits or rights necessary to the performance of work;
f) lack of quality of the products supplied;

6. Applicable law
6.1. The Judicial Authority of Turin has exclusive jurisdiction to adjudicate any dispute dependent on these orders.
6.2. IMAM Ambiente informs that the data acquired during the qualification of the suppliers are processed for the purposes of a possible inclusion in the List of Suppliers, and you can at any time request the update or deletion of the data.