Terms & Conditions

PURCHASING TERMS AND CONDITIONS - Edition 2017/02

  1. General Conditions

Except as otherwise provided by the special terms included in the order ("Order"), the supply of products and / or works and / or services therein referred to (the "supply") is regulated by the general terms and conditions of purchase reported below ("Terms and Conditions") and the Requirements of Quality and Safety which are the source of legal regulation of the relations between Leat  SpA ("Leat") and the Supplier. The terms and conditions specified by Leat and contained in the order, its annexes and / or any other document to which the order refers, in case of conflict prevail over these General Conditions. It is understood, however, that these General Conditions shall prevail over any changes specified by the Supplier - unless expressly accepted by Leat - within 15 (fifteen) days from the date of the order. The provider will send to Leat a copy of the order duly signed in all its parts ("Order Confirmation"). The order is accepted when Leat receives the Order Confirmation duly signed by the supplier for acceptance in all its parts. In the event that the Supplier fails to return the aforesaid Order Confirmation duly signed within the aforesaid time limit, the order is deemed to be accepted. Order Confirmation could be sent preferably by e-mail or by post

 

  1. Delivery terms and conditions

The delivery will be performed by the Supplier in compliance with these General Conditions as well as the special terms and conditions specified in the Order, which are considered fundamental. Any changes to these conditions and / or terms must be approved in writing by Leat or such changes will be deemed ineffective. The packaging, labeling, shipping as specified in the order are in charge and at risk of the supplier. Responsibility for the transportation will be regulated in the Special Conditions of the Order. The supplier undertakes to indemnify and release Leat from any damage resulting from any delay, loss or damage occurring on packaging and labeling.

If the supply is delivered with an advance of more than 20 (twenty) days prior to the contractual delivery date, it or does not match the quantity and / or the amount agreed both for defect and for surplus, Leat will have the discretion of:

  • Accepting the supply deferring the payment proportionately decreased from the amount agreed on the date on which the invoice would have been paid if the contractual delivery would have been respected;
  • Requesting the supplier to send immediately the missing materials, being understood that any greater responsibility or expense for the immediate integration of the part and / or quantity and / or the missing amount will be charged to the supplier and notwithstanding the right of Leat to ask the penalties to Supplier in case of delay, unless further damage.

In case of late delivery, Leat may apply to the supplier, unless further damage, a penalty equivalent to 1% of the value of the supply for each following week of delay to the allowance period of one week, up to 10% of the value total order. Anyway, Leat can partially or completely solve the Order and purchase elsewhere the provision.

  1. Ownership

The ownership of the supply will pass to Leat once delivered. The ownership transfer, however, does not mean the acceptance of the Supply.

  1. Acceptance and reporting of faults

The acceptance of the Supply will be carried out by the Quality Control of Leat or by the offices and / or departments in charge, whose judgments will be binding. Leat will be entitled to reject the supply if it does not correspond to what is specified in the Order or it does not fit for purpose or if are detected faults and / or defects. Any costs and / or expenses relating to the supply subject of the order and the subsequent reject of Leat and / or the return will be charged to the Supplier.
Any faults and / or defects and / or non-compliance of the supply will be reported by Leat in writing to the Supplier at the end of the acceptance procedure, or during the working and / or assembly of the supply and / or use during the use of goods and / or products and / or works of the aforesaid supply, within sixty (60) days since detection, even if the  invoice of the supplier has already been paid.

  1. Pricing and Payments

Payments will be made in the currency in the terms and in the manner specified by Leat in the Order. Prices quoted in the order are fixed to the completion of the supply. Payments will be made in compliance with the order, provided that:

  1. The Supplier has issued valid invoice;
  2. The supply has not been rejected in accordance with the provisions of the General Conditions;

 

In case of contractual default of the Supplier communicated in writing by Leat related to one or more orders into being, Leat will be entitled to suspend payments until the defalut has not been mended.The Supplier undertakes to send the invoices in two copies within the terms required by law, and to indicate the same number, the reference and date of the Order and to send electronic copies of invoices to the following email address: Questo indirizzo email è protetto dagli spambots. E' necessario abilitare JavaScript per vederlo.   

 

  1. Intellectual property

In case Leat provides the supplier with designs, drawings, technical specs and / or any additional information of Leat property and / or of its customers, including information covered by intellectual property rights and / or industrial and trade secrets and / or industrial ( "information"), the Supplier undertakes to use such information only for the execution of the order and also not to copy and / or disclose and / or communicate it to third parties without the written consent of Leat.

Where the supply involves services and / or works and / or products commissioned to Supplier by Leat the parties agree that all the economic exclusive rights to intellectual property and / or industrial property relating to them - including, but not limited to, the rights of reproduction, distribution, processing, marketing as well as all rights to derivative works and / or processing and / or development and / or databases, around the world and throughout the duration provided for by law - remain in the exclusive ownership of Leat.

 

  1. Warranty and Customer Support

The supplier guarantees that the supply complies with the requirements set out in the Order and its annexes, and which is free from defects and / or material, manufacturing, labor, design, or software related faults, where applicable. The warranty period for defects and faults is 24 (twenty four) months from the date of delivery of the Supply or twelve (12) months from the delivery date performed by Leat to the customer whichever is the longer duration. During the warranty period, the Supplier agrees to promptly execute at its own expenses all the operations required to disassemble, repair, replace, restore to “as new” condition if necessary, test those parts that it appears faulty or defective. Transportation and storage costs are in charge to the supplier. The supplier has no obligation regarding normal wear, operation errors, overload, performances and stress which are not complying with the terms of the agreement. If such defects and / or faults are not removed by the Supplier and supply returned to Leat within 30 (thirty) days of the notification, Leat will be entitled to terminate the Order, reversing on the supplier any penalties. For all the parts that have been replaced, repaired or otherwise directly or indirectly affected by such operations, warranty period will be extended of a timespan corresponding to those mentioned above from the date of completion of the repair, replacement or modification, provided, however, the longer potential warranty period on the supply or any of its parts. It is understood that the provision of express warranties and statements from the Supplier shall not be deemed as a waiver of Leat to other express or implied warranties provided by law.

 

  1. Publicity

The Supplier shall not to publicize and / or distribute and / or communicate to third parties the content of the Order without the prior written approval of Leat.

 

  1. Activities

In case out any of activities for the performance of the Order should be run in the facilities of Leat, or at the premises leased or otherwise made available by Leat, the Supplier undertakes to comply with the General Conditions of Employment in force in Leat that Supplier has the obligation to apply before beginning such activities. It is understood that employees of the Supplier may in no circumstances be considered Leat employees and / or benefit from the conditions applied by Leat to its employees and managers.

 

  1. Assignment and subcontracting

The General Conditions and the obligations contained therein, as well as obligations, special terms and conditions as may be prescribed by Leat and contained in the Order, in its annexes and / or any other document are personal and can not be ceded and / or the subject of a subcontract in whole or in part, from the Supplier to third parties, nor can they be similarly ceded credits or rights deriving from the same contract or deriving without the prior written agreement between the parties. The subcontract will be exclusively authorized to subcontractors previously approved in writing by Leat or by Leat customers, without affecting any liability of the Supplier in the execution of the Order. It is understood that the General Conditions and / or the order may be freely transferred to third parties, in whole or in part, by Leat.

 

  1. Order Amendments

The Order can only be modified and / or integrated by written agreement between the parties. The Supplier shall sign and send to Leat the Order confirmation as amended or integrated.

 

  1. Confidentiality and privacy

All information and data contained in the Order and its annexes shall be considered strictly confidential and used for the purposes of the Order and shall not be disclosed to third parties. The Supplier declares to have received and have read the information under and for the purposes of Article 13 of Decree. 195/2003 concerning the protection of personal data.

 

  1. Obsolescence

Obsolescence is when a semi-finished, material or component in an assembly produced by the Supplier or the Supply Chain, is put out of production and cannot be produced / purchased on the market to meet the production requirements and / or the buyer’s and its customers’ requests. The obsolescence may occur for changes in regulations, technical and technological evolutions etc. Throughout the entire duration of the contract and / or order, the Supplier shall monitor the risk of obsolescence of the supply by an obsolescence management plan and an efficient control and take appropriate actions in order to guarantee the supply.

 

  1. Resolution and Termination

Without prejudice to the option under Article 1454 of the Civil Code Leat may terminate the General Conditions and / or any single order in accordance with art. 1456 cc by notice to Supplier case of:

  1. a) failure to deliver the Supply on the agreed delivery dates;
  2. b) non-compliance of the supply to the technical and quality requirements of the Order;
  3. c) violation of the provisions of Articles 6, 8, 10, 11, 12 and 13
  4. d) late delivery pursuant to Article 2;
  5. e) violation of retirements schemes, insurance, safety and environmental applicable determining harm or damage to Leat. In case of Order resolution, Leat will be entitled to a refund of the costs, expenses and charges incurred, including those derived from the procurement of supply from third parties, in addition to compensation for any further damages actually suffered as a consequence of the resolution. Leat will have also, the discretion to terminate the General Conditions and / or every single order in the event of liquidation, termination of activity, insolvency of the Supplier. The receipt of the supply object of the Order must be immediately suspended and Leat will pay to the Supplier an adequate amount to cover the expenses incurred by it to its execution until the date of termination. The Supplier will accept the payment in full acknowledgment and satisfaction of all claims resulting, for whatever reason, from the termination and will make every effort to reduce the above mentioned expenses. The amount paid by Leat to the Supplier on account of the termination can not, in any case, exceed the price that would be paid by Leat if the supply had been accomplished. However, Leat reserves the right to request the delivery of the supply and of the related documents.

 

  1. Arbitration

All disputes arising in connection with the Order, including those relating to its validity, interpretation, execution and termination, shall be referred for decision to a single arbitrator to be nominated in accordance with the Arbitration Rules of Rome c / o the Chamber of Commerce of Rome, which the parties expressly declare to know and accept, in particular, but not limited to the mode of designation of the arbitrators.

The sole arbitrator will decide in customary manner according to law.

 

  1. Jurisdiction

And for any future disputes arising from this Order, or related thereto, it is referred to the Court of Rome.

 

  1. Notify of substances in articles
    1. The supplier shall ensure that the Goods/Services/Equipments complier with all of the  following regulations and any amendment thereto:
    2. Registration, Evaluation, Authorisation and restriction of Chemcal Regulation (EC) No.1907/2006 (hereafter referred to as REACH regulation); and
    3. Restriction of the use of certain Hazardous Substances in Electrical and Electronic Equipment European directives Nos 2002/95/EC and 2011/65/EU (hereinafter referred to as RoHS); and
    4. Basic Safety standard for the protection of the health of workers and the General Public against the dangers arising from lonising Radiation European Directive No.96/29/EURATOM
    5. Conflict Mineral Reporting − Dodd Frank 1502. The supplier shall disclose any 3tg* minerals contained in delivered items. Supplier shall provide further supporting evidence upon request (eicc template) supply chain memorandum 061 refers *tin, tungsten, tantalum & gold.
    6. Where the Goods/Equipments/Supplies include substances of Very High Concern (SVHC #s) in accordance with the provision of the REACH regulation, or include any RoSH substances or are classified as a radiocative source, the Supplier shall immediately notify LEAT.
    7. The Supplier is responsible for the recovery of any radioactive source od Goods/Equipments/Supplies containing any radioactive source once it ceases to be usable at no cost to the company or its Customer(s)
  2.  

  3.  Quality Assurance Provisions
    1. The supplier must ensure and maintain the quality level approved by Leat for the full term of purchase order/contract.
    2. The supplier must maintain an effective technical/manufacture documentation management system and ensure a correct change management and introduction system, with suitable registration.
    3. The supply must be realized in compliance with the configuration in order. Any change must be approved in advance by Leat and its application must be mentioned in shipping documents.
    4. Management and qualification of special processes/N.D.T. and personnel must be in compliance with standards of Leat.
    5. Management of tools/measuring and inspection instruments must be in compliance with supplier procedures accepted by Leat.
    6. lf the supplier has no procedure available, it must respect the rules approved by Leat Quality Assurance and accepted with the confirmation of the purchase order/contract.
    7. Parts/assemblies shall be identified and serialized as required by the technical documentation.
    8. Complete traceability of supply is required from the end product to material/component receiving area, through manufacture documents.
    9. Any nonconformance must be managed in compliance with Leat procedures
    10. The supplier must assure, also when sub contracting, that every Leat provision is respected.
    11. All Items delivered to Leat must be preserved, packed and shipped in compliance with the order/contract requirements or, unless otherwise specified, in such a way as to preserve them from any damaged due to picking and transport.
    12. Items subject to shelf life must have at least 80% of the complete life.
    13. Items delivered from a stocklist/distributor must be accompanied with a Certificate of Conformance and a copy of Original Source Certificate.
    14. OBSOLESCENCE The supplier must monitor and manage the risks of obsolescence for any product supplied and, where   applicable, it shall introduce a plan for obsolescence management.
  4. PARTICULAR PROVISIONS IN ADDITION TO GENERAL ONES
  5.  

    1. The material of this item is subject to source inspection by Leat and/or its customers. The supplier must advice 10 working days before the final test or shipping.
    2. The supplier must guarantee free access to the relevant civil/military authority personnel.
    3. Leat reserves the right to perform source inspections.
    4. The material of this item is subject to source inspection by Leat and relevant military/civil representatives. The supplier must advise 10 working days before the final test or shipping.
    5. This item Is both for civil and military use and so it is subject to inspection by both the authorities. The supplier must guarantee free access to representatives of both the authorities.
    6. Leat, government Authorities, both civil and military, and Leat’s customers (when requested in the contract) reserve the right to perform source inspection at supplier's facilities. The supplier must therefore guarantee free access to above representatives.
    1. Documentation must be archived for a minimum period of ten years, available for inspections by the Authorities above mentioned.
    2. All requirements of this contract may be subject to Government Quality Assurance. Such A.Q.G. activities shall be notified by the delegated Authorities.
    3. The supply must be accompanied by the following Quality documents (applicable requirements will be set out on the Purchase Order):
    4. Request of certificate with the outcome of the chemical / physical characteristics and / or report of the tests performed;
    5. Request of final tests (Test Report) and of the outcome entry (Data Sheet);
    6. Request of the Work Report with the list of the parts replaced and of the activities carried out for repair;
    7. Request of the FAI, copy of ATP and/or applicable Job Card;
    8. Issue of the Quality Plan - approved by Leat – before the beginning of works. Any amendments must be agreed in advance between the parties;
    9. Request of Certificate of Conformity to the Conditions of the Order and to applicable specifications;