Terms & Conditions of Purchasing
Raw Materials

These Terms & Conditions of Purchasing (hereinafter “Terms and Conditions”) shall be considered as the commonly agreed terms and conditions applicable to any current and future purchase of Goods by Seda International Packaging Group S.p.A., a company existing under the laws of Italy, and/or any of its Affiliates (hereinafter “Buyer”), to the legal entity or individual and any of their Affiliates that is indicated in the bottom of this set of terms and conditions or indicated in other document (such as, as matter of example only, RFP, RFQ, order, confirmation, contract proposal, contract acceptance) which this set of terms and conditions is attached to or is referred in, as the supplier of goods to the Buyer (hereinafter “Supplier”). These Terms and Conditions will automatically apply to any purchase of Goods from the Buyer to the Supplier and shall prevail to any other different or inconsistent terms and conditions which are or will be submitted in future by the Supplier, unless specifically agreed otherwise in writing between the Buyer and the Supplier.

1. DEFINITIONS AND INTERPRETATION.

1.1 For the purposes of these Terms and Conditions, the following expressions shall have the meanings given below unless the context requires otherwise:

“Acceptance” means acceptance of the Goods;

“Affiliate” means, with respect to any party hereto, an individual, corporation, partnership, firm, association, unincorporated organization or other entity directly or indirectly controlling, controlled by or under common control with such party. Where “control”, “controlling” and “controlled” shall have the meaning set forth in Article 2359, first paragraph, no. 1 of the Italian Civil Code;

“Change of Control” means the acquisition by any person or group with a beneficial ownership or power to vote of more than fifty (50) percent of the outstanding capital stock of the Supplier or the parent company of Supplier or the acquisition by any person or group of substantially all the assets of the Supplier;

“Change Order Request” means a written request by Buyer to Supplier;
“Customer Information” means any of Buyer’s customer and customer prospect information,

sales information, and Buyer customer lists and updates;

“Defective Goods” means any Goods that have a defect and/or do not meet the agreed specification, or otherwise do not comply with the agreed terms and conditions;

“Goods” shall mean the goods (e.g. raw material, consumables, components, semi-finished goods or finished products) supplied by Supplier to Buyer pursuant to the Purchase Order as defined therein and in the applicable Purchasing Specification;

“Indemnified Parties” means Buyer, its Affiliates and their respective directors, officers, employees, agents, and assigns;

“Intellectual Property Rights” means intellectual property rights and all other rights related to the Goods;

“Personnel” means any personnel employed or engaged by the Supplier or any of its subcontractors;

“Purchase order” means any Buyer order issued by Buyer to Supplier or, as the case may be, any supply agreement entered into by and between Buyer and the Supplier;

“Purchasing Specifications” means the document issued by the Buyer, also on the basis of the technical specifications of any Goods as issued by Supplier and accepted by Buyer, reporting the general and technical characteristics of the Goods, the technical requirements for delivery (including delivery unit, e.g. batch size, reels, pallets, etc,; transport and packing instructions) and testing procedure and documents. The Purchasing Specifications are an integrating part of any Purchase Order and of these Terms and Conditions. In case of conflict between a provision of these Terms and Conditions and a provision contained in the Purchasing Specification, the latter shall prevail;

“Price” means the price payable to Supplier by Buyer for the suppling of Goods, as more particularly detailed in the Purchase Order;

“Services” means any service which pursuant to a Purchase order must be supplied by the Supplier to the Buyer in relation to and/or in connection with a supply of Goods;

"Third Party Materials" means any equipment, supplies, facilities, computer code, work product, inventions or materials of any other party.

1.2 In the event of any inconsistency between these Terms and Conditions and the Purchase Order, the former shall prevail unless such Purchase Order expressly state otherwise and explicitly reference in its main body the relevant clause of these Terms and Conditions.

2. PURCHASE ORDER FOR GOODS.

2.1  Goods. Supplier shall supply the Goods and perform the related Services in accordance with the descriptions, specifications, prices, quantities and delivery schedules set forth in the Purchase Order, the Purchasing Specifications and their attachments, if any, or with otherwise agreed in writing between the parties or, failing any of the above, as indicated in these Terms and Conditions.

2.2  Acceptance of the Purchase Orders. Supplier undertakes to notify in writing within forty-eight (48) hours its acceptance or non-acceptance of any Purchase Order issued by the Buyer. In case of first Purchase Order issued by the Buyer to a Supplier, the failure to make any notification within the above said term shall mean that the Supplier rejects the Purchase Order. In the case of Purchase Order issued after the Supplier’s acceptance of previous Purchase Order for the same Goods, failure to make any notification within the above said term shall mean that the Supplier accepts the Purchase Order. In this last case, the refusal of the Purchase Order must by reasonable justified by the Supplier. In any case, Supplier undertakes to send a written acknowledgement of receipt of a Purchase Order within forty-eight (48) hours to the Buyer. Failure to send the written acknowledgement may entitle the Buyer, at its sole discretion, not to take delivery of the concerned Goods. Supplier shall declare and represent to have all necessary right, power and authority and has taken all necessary action to enter into and perform the Purchase Order and these Terms and Conditions and to grant the rights herein.

2.3  Lack of Buyer’s joint liability. The Buyer placing a Purchase Order shall be solely liable for the fulfilment of obligations related to the issued Purchase Order and neither these Terms and Conditions nor any issued Purchase Order create any joint or several liabilities for the Buyer, its subsidiaries, affiliates or associated companies also in case these latter are placing Purchase Orders to the same Suppliers.

2.4  Qualification. The Parties acknowledged that the Supplier qualifications by the Buyer and the latter’s approval of the manufacturing location, process and final output is a mandatory condition precedent for the validity of any Purchase Order. All the costs sustained for the qualification and the approval activities by the Parties, including necessary Goods for tests, will be borne by the Supplier. The Supplier undertakes to keep and not to change the conditions and the characteristics in the basis of which such Buyer’s approval has been granted. Buyer‘s personnel have right to access at any time during working hours with a one working day prior notice to the manufacturing site to check the qualification of manufacturing process and final output. In addition and not in replacement of the provisions of the applicable Purchasing Specifications, the Buyer may request at any time to Supplier, which shall abide by such requests in a timely manner and at its own cost and care, to deliver certification, test and trial results issued by an internationally well-considered third party or, if so indicated in the request, self- declaration concerning manufacturing location, process and final output. Any change to manufacturing location, process and final output must be communicated to the Buyer with at least a six-month written notice, must not affect the Goods of any Purchase Order under performance at the time of such notice and involves a new Supplier’s qualification and approval process. Any breach of this clause 2.4 entitles the Buyer to reject deliveries, to early terminate any Purchase Order and to get full compensation for all damages.

2.5  Performance Standards. The Parties shall strictly cooperate and coordinate in respect of the supply of the Goods and the related Services with the tasks of Buyer's employees and other representatives. Supplier shall supply the Goods and perform the related Services in an efficient and expeditious manner and shall ensure that all persons performing such activities are properly trained, qualified and experienced to perform the same. Upon Buyer's request, Supplier shall remove any person that Buyer reasonably determines to be unsuitable, unqualified or otherwise objectionable from performing the supply of the Goods and the related Services.

2.6  Reports. Supplier shall prepare and furnish reports to Buyer, upon request or as otherwise required by the Purchase Order, concerning Supplier’s progress on the supply of the Goods and performance of the related Services. Supplier shall provide the progress reports in the form and with the content reasonably requested by Buyer.

2.7  Use of Buyer equipment. In the event that Buyer provides Supplier with Buyer’s equipment (such as moulds, dies, patterns, blueprints, equipment and print origination and other tools and instruments) for use in the performance of the supply of the Goods and the relevant Services, Supplier shall (a) not use Buyer equipment to perform services for any person or entity other than Buyer without the prior written consent of Buyer, (b) assume the risk of loss for all such Buyer equipment while in the care, custody or control of Supplier, (c) take all reasonable precautions to protect the Buyer equipment against any loss, damage, theft or disappearance while in the care, custody or control of Supplier, and (d) take no actions which affect Buyer’s title or interest in such Buyer equipment.

2.8  Changes to Goods and/or Services. Buyer may from time to time request changes to the Goods and/or Services and their characteristics, composition and process manufacturing or the conditions of their supply by issuing a Change Order Request. Supplier shall promptly respond in writing to any Change Order Request, stating how such proposed modifications shall affect the time and/or materials required for Supplier to perform its obligation under the applicable Purchase Order.

3. PRICING AND PAYMENT.

3.1  Pricing. For timely delivery of Goods fully conforming to Purchasing Specifications and supply of the Services, Buyer agrees to pay the Price according to the terms in the applicable Purchase Order. Supplier shall bear all expenses associated with the fulfilment of its contractual obligations related to the supply of such Goods and performance of the Services, except as otherwise provided in these Terms and Conditions and the Purchase Order.

3.2  Invoices/Manner of Payment. Supplier shall issue an itemised invoice to Buyer at the address shown on the Purchase Order. Invoices must contain identical itemisation of the supply of the Good and of the Services as the Purchase Order. Payment of undisputed amounts due hereunder shall be made by Buyer to Supplier within one hundred twenty (120) days after Buyer’s receipt and validation of properly submitted and correct invoice(s). If Supplier does not invoice Buyer for the supply within twelve (12) months after delivery of the Good and Services, Supplier hereby waives all right to payment or reimbursement by Buyer. Buyer may set off any amount owed by Supplier or any of its Affiliates to Buyer against any amount owed by Buyer or its Affiliates to Supplier under any Purchase Order and delay payment of any invoice pending correction of any errors or omissions. Under no circumstances may Supplier include on its invoices charges arising out of or related to researching, reporting on or correcting tax, accounting or reconciling errors or shortfalls concerning the same invoice of which it has been notified in writing. The Supplier is not entitled to assign or otherwise transfer to third parties its receivables or rights against the Buyer arising out of a Purchase order and its performance.

3.3  Taxes. The price for the supply of the Good and Services to be paid by the Buyer shall not be inclusive of any value-added tax (which shall be separately specified to Buyer) and other similar taxes, but inclusive of any duties or taxes levied by any governmental agency (including, but not limited to, those at state or municipal levels) or any other kind of mandatory contribution, charge or similar payment with respect to the supply of the Good and Services performed pursuant to the Purchase Order. The price for the supply of the Good and Services shall be DDP Buyer's premises, including all transportation and unloading costs, unless otherwise specifically agreed in writing. For the duration of the Purchase Order, no increase in the price may be made (whether on account of foreign exchange fluctuations, currency regulations, changes in duties or taxes, increase in the cost of raw materials, labor, energy, transport or otherwise), without the prior consent of Buyer in writing.

3.4  Withholding and deduction/offset right. The Buyer is entitled to suspend any payment to Supplier in case of (i) breach or suspected breach of the Supplier’s obligations also with reference to a Purchase Order other than the one whose payment is suspended and/or (ii) claim of third party including claim to Buyer from Supplier’s employees or from its subcontractors or sub-suppliers and/or their employees. In this respect, the Buyer is entitled to ask to Buyer to deliver proper written evidence of payment of the any amounts due to such parties and of the connected tax, social contributions and any other due amount in relation of which there is the possibility of a joint and severally liability of the Supplier pursuant to any applicable laws and to suspend any payments up to the delivery of such evidence. Furthermore, Buyer is entitled to deduct from and offset against any payments due to the Supplier any amount due by the latter also under any other Purchase Order (also if executed between the same Parties and/or any of their respective Affiliates) as, e.g., reimbursements, penalties, liquidated damages, damages or amount paid forcibly or spontaneously by the Buyer pursuant to apparently lawfully request of third party with particular reference to amounts due to Supplier’s employees or from its subcontractors or sub-suppliers and/or their employees and connected tax, social contributions and any other due related amount.

3.5 Payment and waiver. Payment shall never imply a waiver by the Buyer of any right it may have under these Terms and Conditions or by law.

4. TERMS AND TIME OF DELIVERY.

4.1  Supply of Goods and Services. Seller shall deliver the Goods and supply the Services in the quantities (the “Quantities”) and at the delivery dates (the “Delivery Dates”) indicated in the relevant Purchase Order. The parties agree that quantity and time are of the essence for Supplier’s performance hereunder and the Supplier waives hereby to any right provided for any applicable laws to suspend or delay delivery. Supplier shall promptly notify Buyer of any factor that may affect Supplier's ability to meet Quantities and Delivery Dates or any other milestones or deadlines set forth in the Purchase Order or otherwise agreed with Buyer, together with the cause of such delay and the actions being taken by Supplier to overcome or mitigate the delay. However, such notice shall not relieve Supplier from any responsibility or liability arising from any failure to meet such deadlines.

4.2  Delivery forecasts and stock. Unless otherwise expressly provided in the applicable Purchase Order, the purchase and/or delivery forecasts, if any, issued on a rolling basis are not binding on the Buyer but are for reference only. The Supplier undertakes to make available for delivery Goods at least in the quantity indicated in the Buyer’s forecast and, in addition to the provisions under paragraph 2.2 hereinabove, it cannot refuse the pertinent Purchase Orders. Moreover, the Supplier shall keep at any time an adequate quantity (in any case not lower than the quantity, if any, indicated in the Purchase Order) of new Goods in a stock reserved to the Buyer in order to be able to properly meet surge in Buyer’s delivery requests or its own production disruptions. In case of termination of a Purchase Order and/or the commercial relationship, the Buyer will have the right but not the obligation to buy the Goods in stock.

4.3  Taking delivery of Goods and Services. Buyer will not be obliged to take delivery of Goods and Services earlier than Delivery Dates. Supplier shall deliver Goods ordered by Buyer in one batch (“Full Batch”), in accordance with Quantities and Delivery Dates indicated in the Purchase Order. Thus, Buyer can at its own discretion decide to reject a batch which is not a Full Batch (“Part Batch”). If Buyer decides to accept receipt of a Part Batch, delivery shall not be deemed to have taken place until the entire batch has been received. Delivery shall not be deemed to have taken place, if Buyer at receipt rejects the consignment fully or partly due to damage on the Goods or on their packaging or pursuant to any other right to reject the Buyer has under the Purchase Order. The delivery of any batch must be accompanied by a certificate of conformity to the applicable Purchasing Specification to be issued by the Supplier. In case of failure to timely deliver such certificate or in case of partial or non-conforming certificate, the Buyer is entitled to reject the Goods and not to take their delivery which will be deemed in any case as not occurred also for the application of penalties. Supplier shall collect samples of Goods from each delivery and shall hold such samples available to Buyer’s request for a period of at least thirty (30) months as from the related delivery.

4.4  Postponement of Delivery Dates. Buyer has the right to postpone Delivery Dates at its option provided that the postponement date is notified in writing to Supplier before shipment.

4.5  Place of Delivery. Unless otherwise indicated in the Purchase Order, the Goods shall be delivered DDP (Delivered Duty Paid according to Incoterms 2010) at the delivery locations specified by the Buyer in his Purchase Order and the Supplier shall bear all risks of loss of or damage to the Goods until the Goods have been placed at the Buyer's disposal at the above mentioned place of delivery.

4.6  Transfer of Title. The Supplier shall transfer the full and sole ownership on the Goods upon delivery at place and Date of Delivery: the delivered Goods shall be free from any liens or encumbrances and/or third party’s right.

4.7  Modalities of Delivery and packaging. Delivery of the Goods shall take place in clean, hygienic and physically sound conditions according to the provisions of the Purchasing Specifications as well as the terms agreed between the Supplier and the Buyer. The Goods shall be packed and marked in accordance with the Buyer's instructions and in any case they will be packed as to have the necessary protection to prevent damage or losses during the transportation.

4.8  Failure to meet Delivery Dates. In the event of delay, Buyer may request Supplier to deliver the Goods to the agreed place of destination via the fastest means of transport. If such request is reasonable based on the potential implication on Buyer, Supplier shall meet this request. Any additional delivery charges in excess of those that would apply for the usual means of delivery shall be borne by Supplier.

4.9  Liquidated damages. If Supplier does not deliver Goods timely, Buyer is entitled to liquidated damages as from the date the Goods should have been delivered according to paragraph 4.1 above. The liquidated damages shall amount to two (2) percent of the total value of the concerned Purchase Orders per commenced week up to a maximum amount of liquidated damages of ten (10) percent. Partial Delivery shall not exempt Supplier from liability pursuant to this provision. The rights for Buyer under this clause 4.9 do not exclude Buyer rights to get the compensation of any further damages or to the other remedies available in accordance with the applicable law or the right to terminate the Purchase Order totally or in part.

5. CONFIDENTIALITY AND DATA HANDLING.

5.1  Confidentiality. Buyer and the Supplier agree that during the period of their commercial relationship as well as afterwards, any technical (including but not limited to concepts, algorithms, software, notes, pictures, images, text, drawings, designs - complete and incomplete -, prototypes and models to which they gain access as a result of the Purchase Order), commercial or other information and/or knowledge concerning the parties and/or activities of the Buyer and the Supplier, which has come into the other party’s possession, whether received directly, in writing, orally or via receipt of product samples or parts thereof, or acquired during visits, etc., shall be handled with strict confidentiality by the parties.

5.2  Customer Information. Customer Information shall be considered confidential information of Buyer and all right, title and interest in such Customer Information is owned by Buyer. Customer Information may be used only as necessary to perform the supply of the Good and Services in accordance with these Terms and Conditions and with the Purchase Order. Upon request from Buyer, Supplier shall provide Buyer with any and all Customer Information in Supplier’s possession.

5.3  Privacy and Data Security. Unless expressly set out in a Purchase Order, Supplier does not have any right to access Buyer networks or access or use any personal data or Buyer sensitive business information under the Purchase Order in the course of providing the supply of the Good and Services, which data/information is confidential information of Buyer. In the event that Supplier gains access to any of the foregoing data/information, Supplier shall not review, use, process, disclose or otherwise handle the data/information and such review, use, processing, disclosure or handling shall constitute a material breach of these Terms and Conditions. To the extent applicable for the activities contemplated under the Purchase Order, Supplier shall comply with all applicable privacy and security laws to which it is subject, and shall not, by act or omission, place Buyer in violation of any applicable privacy or security law.

5.4  Non-disclosure agreement. Should the Parties have entered a non-disclosure agreement (hereinafter the “NDA”), the terms of such agreement are hereby incorporated into these Terms and Conditions. The parties agree that in the event that there is a conflict between the terms of these Terms and Conditions and the NDA relating to Supplier’s confidentiality obligations, the terms of the NDA shall prevail.

6. INTELLECTUAL PROPERTY RIGHTS.

6.1 Ownership of Goods. Supplier assigns to Buyer, with full title guarantee and (unless agreed otherwise in the Purchase Order) free from all third party rights, the Intellectual Property Rights and all other rights used in the performance of the supply of the Good and Services or incorporated in the Goods, all of which such material is Buyer Confidential Information. All right, title and interest in and to any specifications, designs or any other information supplied by Buyer to Supplier, and any modifications thereto, whether made by Buyer or by Supplier, shall remain the property of Buyer.. Supplier grants to Buyer a nonexclusive, royalty free, perpetual, irrevocable, world-wide license to use and copy Supplier Retained Material if and to the extent necessary to use the Goods for Buyer’s business purposes.

7. WARRANTIES AND REPRESENTATIONS.

7.1  Inspection at delivery. Buyer has the right to fully trust on the certificate issued by the Supplier pursuant to paragraph 4.3, and the former has no obligation to inspect the Goods at the delivery. Notwithstanding the provision of the article 1495 of the Italian law and /or any similar law of the place of incorporation of the Buyer, Buyer shall have the right to notify Supplier within any period of time to be reasonably able to detect it, of any Defective Goods. The delivery of such Defective Goods shall constitute a breach of these Terms and Conditions and, if not used by the Buyer, shall upon the latter’s request be immediately replaced by Supplier at Supplier’s cost and expense without prejudice to any other remedy of Buyer under these Term and Conditions or by law. All storage and other costs related to the Defective Goods shall be for the account of Supplier.

7.2  Warranty. In addition to any warranty obligations provided for in the applicable laws, the Supplier represents and warrants to Buyer that the Goods are free from any defect of whatsoever nature and meet the Purchasing Specifications and quality demands pursuant to the Purchase Order until the expiring date indicated in such Purchasing Specification.
In case of Defective Goods not yet used in the manufacturing process by Buyer, Buyer shall have the right to return to Supplier the Defective Goods at Supplier’s expense. In such cases, Buyer shall be entitled to receive full reimbursement in cash of the prices paid and expenses suffered in connection with the Defective Goods. Supplier’s issue of a credit note for the corresponding amount has to be previously authorized in writing by the Buyer.
Upon exclusive choice of the Buyer, the latter may require that the Defective Goods or parts hereof are immediately replaced.

7.3  General Compliance. Supplier represents and warrants that the Goods, irrespective of the Supplier’s place of manufacturing and/or delivery, comply with all national or international laws, rules, regulations, orders, conventions, or ordinances in force in the European Union as well as in Suppliers and Buyers countries and their delivery locations at the time of delivery.

7.4  Specific Compliance and public health. The Goods must comply with the specific requirements indicated in the Purchase Order and in the applicable Purchasing Specification. The Supplier shall ensure that the Goods do not represent and have not been exposed to any microbiological, foreign body or chemical hazards, and the Supplier shall provide the Buyer with all information of the characteristics of the Goods on request. Documentation evidencing the compliance with all necessary information of quality, environmental, health and safety effects of the Goods and the management systems of the said effects implemented by the Supplier must be made available by the Supplier on request. Moreover, at least yearly or when a change of legislation, components and/or manufacturing process has occurred or upon Buyer’s request, the Supplier shall timely delivery a declaration of compliance to food safety requirements which are indicated in the Purchasing Specification or in the specific requirements notice sent time by time by the Buyer it being however agreed that it remain Supplier’s sole liability to make sure that the Goods are in compliance with any development and amendment in food safety legislation and standards and in any case do not represent a danger to health, safety or environment. The declaration of compliance will indicate the check and the test and pertinent results carried out by the Supplier. Supplier’s failure or delay to deliver the declaration of compliance entitles the Buyer to reject deliveries, to return delivered Goods, to early terminate any Purchase Order and to have full damages.

7.5  Product Recall. In the event of a decision or recommendation by a competent authority, governmental entity, a court, or a similar public authority to recall products in which the Goods forms part and where the Goods are deemed to be the root cause thereof, such recall shall be promptly implemented, directed and administered by the Buyer in a manner which is appropriate and reasonable under the circumstances and in conformity with accepted trade practices. In case of a product recall situation, Buyer is entitled to have reimbursement and be held harmless by the Supplier for any and all costs, losses and expenses incurred by the Buyer, its Affiliates or its Customers.

7.6  Survival/Waiver of Warranties. All the foregoing warranties shall not be deemed waived by reason of Buyer's payment of the Goods.

8. LIABILITY.

8.1  Nothing in these Terms and Conditions shall be deemed to limit or exclude the Supplier’s liability toward the Buyer: (a) in respect of death or personal injury resulting from its negligence; (b) in respect of fraud or fraudulent misrepresentation; or (c) otherwise to the extent that such limitation or exclusion is not permitted by law.

8.2  It is hereby understood that the Supplier and its Affiliates shall be liable towards Buyer or its Affiliates for any direct, indirect, special or consequential loss or damage of any nature arising out of or related to these Terms and Conditions and to the Purchase Order.

9. INDEMNITY.

9.1  Indemnity. Supplier agrees to indemnify and hold the Indemnified Parties harmless from and against any and all third party claims and any damages, losses, (including loss of profit, loss of business, depletion of goodwill), expenses, liabilities and costs, of any kind (whether direct or indirect) incurred in connection with a breach by Supplier of these Terms and Conditions and Purchase Order, arising out of or relating to: (a) supply of Defective Goods; (b) bodily injury or death to any person caused by Supplier or anyone acting on behalf of Supplier; (c) loss, disappearance, or damage to property of any person caused by Supplier or anyone acting on behalf of Supplier; (d) product liability, (e) health, safety and environmental liability, (f) obligation imposed by applicable law (g) any breach or alleged breach of Section 5, or (h) any breach or alleged breach of any rights (including intellectual and industrial property right) of a third party.

9.2  Procedure. Buyer shall provide Supplier reasonably prompt written notice of any such third party claims and provide Supplier with reasonable and necessary information and assistance in connection with the same. Supplier shall not have any right, without Buyer’s written consent, to make any settlement which arises from or is part of any criminal proceeding or which contains any admission or acknowledgment of liability or wrongdoing by Buyer or its Affiliates or which requires Buyer or its Affiliates to take or to not take any material action.

9.3 Remedy. If Supplier becomes aware that the Goods are or are threatened to become subject to any injunction, or are determined to be infringing of any rights, Supplier shall notify Buyer and immediately, at Supplier’s expense: (a) procure for Buyer the right to continue use of the interested Goods as contemplated under these Terms and Conditions or (b) replace or modify such Goods such that they are non-infringing, provided that the replacement or modification is equivalent in function and meets the requirements and specifications of these Terms and Conditions and the Purchase Order to Buyer’s satisfaction. If (a) or (b) are not available to Supplier, in addition to any damages or expenses reimbursed, Buyer shall have the right to terminate the Purchase Order for material breach and Supplier shall refund all amounts paid by Buyer under the Purchase Order (and any other Purchase Order where Buyer’s use of Goods is negatively impacted as a result of the above).

10. RECORDS AND AUDIT.

For the duration of the Purchase Order and for a period of two (2) years thereafter, Supplier shall keep all usual and proper records related to the supply of the Good and Services. Buyer may, upon three (3) days’ notice, audit Supplier’s records and consult with Supplier's accountants for the purpose of verifying Supplier’s compliance with the terms of these Terms and Conditions and of the Purchase Order, provided that any such audits shall be conducted during normal business hours in such a manner as to not unreasonably interfere with the normal business operations of the Supplier. Any such audit shall be paid for by Buyer unless such audit reveals Supplier non-compliances with the provisions of these Terms and Conditions, in which case Supplier shall reimburse Buyer for the costs associated with the audit. Buyer may, at its election, set off any such audit costs against any amounts subsequently due by Buyer to Supplier.

11. INSURANCE.

11.1 Insurance Coverage. The Supplier shall obtain and keep commercial general liability insurance (including contractual liability) in effect during the contractual relationship with a limit not less than Euro 3,000,000.00 (Euro three million) per claim. The Supplier shall obtain the insurance at its own expense from carriers acceptable to the Buyer. If requested by the Buyer, the Supplier shall name the Buyer, including its affiliates and their respective officers, directors, employees, and agents as additional insured under its general liability insurance. Compliance with this insurance requirement shall in no way limit the Supplier's obligations or liabilities under these Terms and Conditions. The Supplier shall provide the Buyer with certificates of insurance evidencing the above-required coverage at the Buyer's request.

12. ANTI- BRIBERY AND CORRUPTION.

12.1 Each party represents to the other that neither it nor any of its representatives have been induced to enter into the Purchase Order and into these Terms and Conditions or to cause the Purchase Order and/or these Terms and Conditions to be entered into, as a result of any illegitimate gift, consideration or other benefit paid by a person to any other person.

13. PERSONNEL.

13.1 Buyer and Supplier do not intend that any Personnel shall become employees of Buyer, its Affiliates or any replacement supplier: (i) upon the commencement of any supply of the Good and Services under the Purchase Order; (ii) on termination or expiry of the Purchase Order; or (iii) on the provision of all or any part of the supply of the Good and Services by Buyer, its Affiliates or a replacement supplier.

14. GOVERNING LAW AND ARBITRATION.

14.1  Governing Law. These Terms and Conditions shall be governed by and construed in accordance with laws of the place of incorporation of the Buyer.

14.2  Arbitration. Any dispute arising out of or related to these Terms and Conditions shall be exclusively settled by arbitration under the Rules of the Milan Chamber of Arbitration, by three (3) arbitrators appointed in accordance with said Rules, as in force at the time of the dispute. The arbitration proceedings shall be held in capital town of the Country where the registered office of the Buyer is located. Should both parties have their registered offices in Italy, the language of the arbitration shall be Italian, otherwise the language shall be English. By way of derogation of the above, it is however agreed that the Buyer shall have the exclusive right to call and involve the Supplier in any legal action brought against the Buyer by any third party.

15. GENERAL.

15.1  Notices. All notices in connection with these Terms and Conditions shall be in writing in English and shall be delivered in writing by hand, pre-paid first-class post or recognised commercial courier or by electronic mail to the addresses indicated in the relavant Purchase Order.

15.2  Relationship of Parties; Supplier is an independent contractor for Buyer, and nothing in these Terms and Conditions or in the Purchase Order is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Supplier acknowledges that it is not authorised to make any contract, agreement or warranty on behalf of Buyer. Supplier is responsible for all compensation, taxes, withholding, national insurance contributions (or other national equivalent), insurance, and other benefits for (and for any other obligation or liability to) and is solely responsible and liable for the actions and the claims of any personnel performing under these Terms and Conditions and under the Purchase Order (being the Buyer’s personnel or any of its sub-contractors’).

15.3  Subcontractors. Supplier may subcontract its performance obligations under the Purchase Order with Buyer’s advance written consent, provided that each such subcontractor first signs a non-disclosure or other agreement with Buyer which ensures the sub-contractor shall protect the latter’s Confidential Information. Supplier shall in any event retain sole responsibility and liability to Buyer for performance under these Terms and Conditions and the Purchase Order and shall be responsible for any and all acts or failures to act of the sub-contractor as if they were Supplier’s acts or failures to act. Supplier is sole responsible for all compensation, taxes, withholding or any other payments due to subcontractors or in connection with the relationship with subcontractors and will keep the Buyer harmless and indemnify it from any liability, action or enforcement procedure in connection with such compensation, taxes, withholding or any other payments.

15.4  No Publicity. Supplier shall not without Buyer's prior written approval, (a) issue or make, or permit to be issued or made, any public communication of any kind regarding these Terms and Conditions or the relationship of the parties, or (b) use the name, trademarks, get up, logo or other brand identifiers of Buyer, including in any Supplier customer list. Requests for approval should be made to Supplier’s main Buyer contact but must be authorised by Buyer’s press team. All authorised use of Buyer branding must follow the brand guidelines provided by Buyer.

15.5  No Exclusivity; No Minimums. Unless otherwise specifically provided in the applicable Purchase Order (a) nothing in these Terms and Conditions prevents either Supplier or Buyer from entering into the same or similar relationship with others and (b) nothing herein shall be construed as creating a minimum commitment for business on the part of Buyer to Supplier.

15.6  Export. Supplier shall be responsible for compliance with export laws and any customs obligations in relation to its delivery of any Goods.

15.7  Assignment. Supplier shall not be entitled to assign any rights or obligations under the these Terms and Conditions or any Purchase Order without the prior written consent of the Buyer.

15.8  Change of Control. If Supplier experiences a Change of Control, then Supplier shall so inform the Buyer within ten (10) business days of such Change of Control. Buyer may then terminate each Purchase Order entered into with the Supplier by giving three (3) months' written notice thereof. During this notice period following the Change of Control termination notice, Supplier shall, upon Buyer’s request, continue to supply the Goods on the terms set out forth in the Purchase Order.

15.9  Waiver; Severability. No waiver of any term, condition or obligation of these Terms and Conditions shall be valid unless made in writing and signed by the party to which such performance is due. No failure or delay by any party at any time to enforce one or more of the terms of these Terms and Conditions shall (a) constitute waiver of such term (or any subsequent term) or (b) preclude such party from requiring performance by the other party of such term at any later time. In the event any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision shall be enforced to the maximum extent permissible under applicable law, and the other provisions of these Terms and Conditions shall remain in full force and effect. The parties further agree that in the event such provision is an essential part of these Terms and Conditions , they shall begin negotiations for a suitable replacement provision.

15.10 Entire Agreement. Save as expressly stated otherwise herein, these Terms and Conditions contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all oral understandings, representations, prior discussions and preliminary and past agreements.

15.11 Variation. These Terms and Conditions may be subject to any further amendment or revision made by the Buyer which will be duly notified to the Supplier.

The Supplier expressly and specifically accepts the following terms and conditions: 2.2. (Acceptance of Purchase Orders); 2.3 (Lack of Buyer’s joint liability); 2.4 (Qualification); 3.2 (Invoices/Manner of Payment); 3.4 (Withholding and deduction/offset right); 4.3 (Taking and Delivery of Goods); 4.4 (Postponement of Delivery Dates); 7.1 (Inspection at delivery); 7.4 (Specific Compliance and public health); 9.2 (Procedure); 14.2 (Arbitration); 15.3 (Subcontractors); 15.7 (Assignment); 15.8 (Change of Control).

Seda Group - Terms & Conditions of Purchasing - Raw materials