Ver. 11.11.2022

1. These General Purchase Conditions shall apply to all the supplies of goods and/or services between the Supplier and TCI Telecomunicazioni Italia Srl (hereinafter "Purchaser").
2. The official order confirmation from the Supplier, including the delivery date, the Purchaser's order reference and purchase codes, shall be received by the Purchaser within 5 (five) working days from the moment in which the Supplier receives the order. Nothing received after this deadline, the order shall be considered implicitly accepted in all its parts having automatic effect between the Supplier and the Purchaser.
3. Any potential changes to the conditions requested by the Purchaser will be considered valid only if expressly accepted in writing by the Purchaser. In this case, from the knowledge of the acceptance of the Purchaser by the Supplier, all the delivery terms referred to in the following n. 5 become effective.
4. All documents relating to the supply object of the order must contain the order reference and the Purchaser's purchase codes.
5. The delivery time requested by the Purchaser and confirmed by the Supplier, or the alternative time limits expressly agreed in writing by the Parties, shall be respected. In case of delay, the Supplier will be held responsible for any damages arising therefrom. The expected deadline will always be considered in the interest of the Purchaser.
6. The Purchaser accepts only complete deliveries. Any possible exceptions shall be communicated in advance to the Purchaser and accepted in writing.
7. The Supplier undertakes to promptly communicate any delays and a new delivery date for acceptance by the Purchaser. When any delays involve the deletion of one or more orders to the Purchaser by its customers, the Purchaser will have the unilateral right to revoke in turn the order to the Supplier without incurring penalties or claims for compensation or indemnity of any kind by the Supplier itself.
8. In any case, the Purchaser reserves the right to revoke an order without incurring penalties or any other claims until the time of receipt of the official order confirmation from the Supplier or in case of its lack.
9. The Purchaser reserves the right to request the delivery of the goods to addresses other than its registered office, at no additional cost.
10. In the event of shipments to addresses other than the Purchaser's registered office, the goods shall be accompanied by a transport document without prices.
11. According to the regulation in force, every delivery shall be accompanied by a transport document that contains all the goods details and the Purchaser's order reference and purchase codes.
12. The Purchaser reserves the right to reject the goods or to accept them with control reservation in case of damaged packaging.
13. The ordered and delivered goods shall have the agreed features. If, upon delivery of the goods at the Purchaser's registered office or another agreed delivery place or later during the working stages, differences are found out with respect to the agreed features or to the samples received and approved by the Purchaser, upon notification in writing to the Supplier, the goods will be returned carriage forward with obligation by the Supplier to a) replace the goods with other compliant ones; b) credit totally (100%) the returned goods by issuing a credit note. If, within 30 days from the receipt of the defective goods, the Supplier fails to comply with the a) and b) provisions of this article, the Purchaser reserves the right to suspend the payment of the due sums at the first useful deadline and charge the Supplier for the incurred damages.
14. In the event any product defects are found out or any failures are detected, a prompt notification shall be sent to the Supplier and the return procedure will be opened. The goods will be returned to the Supplier carriage forward with obligation on the part of the Supplier to investigate the causes of the failure or defect and a) replace the goods with other compliant ones; b) credit totally (100%) the returned goods by issuing a credit note. The Supplier undertakes to implement all the necessary corrective measures to prevent the same failure or defect from occurring again.
    Any potential replacement costs for damaged/defective goods or any potential damages, material and immaterial, caused by the damaged/defective goods shall be the only responsibility of the Supplier.
15. In the event of damages caused by a manufacturing defect of the Supplier, it will be liable both for the entire value of the product sold by the Purchaser to its customers and for the costs associated with or in any case deriving from the damage caused including, by way of example but not limited thereto, inspection and technical verification costs, replacement costs, any potential claims from customers and damages to the image of the Purchaser.
16. Invoices shall include the country of origin declaration; as an alternative, invoices can be provided with an equivalent declaration (Italian D.Lgs.206/2005 and subsequent amendments).
17. The invoice relevant to the goods purchased by the Purchaser can be sent:
    a. In electronic form (using the sdi code stated on the purchase order) with its eventual courtesy copy to the address amministrazione.fornitori@ti.it for Italian Suppliers;
    b. In electronic form to the address amministrazione.fornitori@tci.it for foreign Suppliers.
18. By accepting this purchase order, the Supplier guarantees full compliance with the requirements contained in the European directive RoHS2 2011/65 / EU, in the European REACH regulation no. 1907/2006 and in the European regulation 2017/821 concerning Conflict Minerals. The Supplier also guarantees full compliance with the laws and regulations in force in the field of corporate social responsibility including, but not limited to, of child and child labour, respect for workers' rights and the fight against all forms of discrimination, the guarantee of adequate health and safety conditions in the workplace.
19. By accepting this purchase order, the Supplier guarantees full compliance with the environmental regulations in force at national and international level, if and as applicable.
20. The Supplier undertakes, within and for the effects of the order, not to engage in behaviour or carry out facts that may have negative legal consequences for the Purchaser, in particular of a criminal nature, with reference to the principles contained in Italian D. LGS. 231/2001 and in similar norms of other legal systems, which contemplate the responsibility for administrative offenses depending on a crime.
21. The Supplier is required to have its own Sustainability Report provided with external assurance by a certified body and to send a copy to TCI.
22. The Supplier undertakes not to use and not to disclose, disclose and/or disseminate to third parties, either directly or indirectly, through a third party, body or company, by any means and in any way, the news and/or information objectively and/or subjectively confidential of which he became aware on the occasion and/or in the context of the fulfillment of the contractual relationship with TCI. The Supplier also undertakes to adopt adequate protection measures in the field of IT Security to prevent unauthorized access and/or disclosure of the aforementioned information.
23. The Supplier undertakes to process personal data in full compliance with the GDPR - General Regulation (EU) on Data Protection no. 2016/679 and of Legislative Decree 101/2018.
24. These General Purchase Conditions are regulated, disciplined, applied and interpreted according to the Italian law. Any disputes that may arise in relation to the validity, effectiveness, interpretation and execution of this contract and any act/fact dependent on it, or connected or otherwise referable to it, will be the exclusive competence of the Court of Busto Arsizio, Italy.
25. The Purchaser reserves the right to modify these General Purchase Conditions at any time and at its own discretion, to be valid for orders subsequent to the entry into force of the new conditions.
26. In the event that one or more provisions of these General Purchase Conditions are shown to be invalid or inapplicable, their invalidity or inapplicability will not affect the validity or applicability of the remaining provisions.
27. In case of contradiction between versions ​​of these General Purchase Conditions written in different languages, the Italian version shall prevail.
28. By accepting the order, these General Purchase Conditions, none excluded, are deemed accepted by the Supplier, as the object of free and equal negotiation between the Parties. The general and/or sales conditions of the Supplier will be considered effective and valid only and to the extent accepted in writing by the Purchaser, subject to reservations on individual clauses, expressed in writing.