General Conditions for supply
Unless otherwise indicated in the order the following requisites will be valid:
- Within 3 (three) working days from order receipt, the Supplier must send back a signed copy for acceptance, otherwise, the order will be considered duly accepted. The order can be sent through a special EDI exchange portal (Iungo); in which case the confirmation will have to be perfected on the portal itself.
- The dates, quantities, places and terms of delivery and/or supply indicated in the order are binding for the Supplier
- The place of delivery is that where the goods and /or services shall be supplied in conformity with the terms and conditions of the order. Shipments shall be accompanied by the relative transport documents which must include the order number, product codes, the production batch (in order to grant the traceability), the exact destination of goods and the address indicated in the order.
- The prices indicated in the order are considered fixed until the completion of the supply. Payments will be made in accordance with the Order provided that: a valid invoice has been issued; the supply has been accepted by the quality control; there are no suspended breaches of contract notified to Supplier.
- If the order is carried out on ATP S.P.A. premises (contract), the Supplier is expected to provide all necessary technical measures during the production process in order to guarantee the welfare and safety of its own workers, in compliance with the laws governing occupational health and safety (Italian Legislative Decree 81/08), including information provided by ATP S.P.A. regarding any risks in the workplace, accident prevention measures and procedures and any adopted emergency measures relative to its own production processes. ATP S.P.A. must be informed about any subcontracts; only those subcontractors authorized by ATP S.P.A. may perform the work indicated in the order and shall assume the same liabilities and obligations as the Supplier when performing the order.
- ATP S.P.A. may unilaterally withdraw from the order at any time, in whole or in part, informing the Supplier of its intention to do so in writing. Upon receipt of said notification, the Supplier shall immediately interrupt any activities on behalf of ATP S.P.A., who shall pay the Supplier an adequate sum of money to cover any costs directly incurred by the same as a result of termination. The Supplier shall accept said sum in full settlement and satisfaction of any claim it may forward as the result of termination of the order and shall make every possible effort to reduce the aforementioned direct costs. The sum paid to the Supplier by ATP S.P.A. on account of unilateral termination of the order may not, under any circumstances whatsoever, exceed the agreed price that would have been paid by ATP S.P.A. if the work had been completed in accordance with the order. ATP S.P.A. reserves the right to demand delivery of any goods ready for dispatch and the relevant documents.
- ATP S.P.A. shall have the right to terminate the order, in whole or in part, informing the Supplier of its intention to do so in writing, with effect from the date on which the Supplier receives said notification, in the following cases:
- non delivery of the goods and/or services within the agreed delivery terms;
- non conformity of the goods and/or services with the technical/quality requirements foreseen in the order;
- breach of welfare, insurance, health & safety and environmental terms leading to losses or prejudice for ATP S.P.A.;
- the Supplier discontinues its business or starts bankruptcy
proceedings, enters receivership, is involved in agreements with creditors or any other winding-up proceedings.
If the order is terminated, ATP S.P.A. shall have the right to claim a refund for all costs, expenses and burdens it may have incurred, included therein those deriving from the procurement of the Supply from third parties; ATP S.P.A. shall also have the right to obtain damages for any further losses incurred as a result of terminating the order.
- The supplier declares that he is aware of the provisions of Legislative Decree 231/2001, as well as of carrying out his activities in accordance with the appropriate procedures to avoid the occurrence of material misdeeds relevant to the aforementioned Decree. The realization or attempt of realization by the supplier and anyone who performs work for it of violations of the code of ethics of ATP S.p.A. (available on the company website) or of relevant behavior pursuant to the above mentioned legislation, of which at any time the ATP S.P.A. has become aware, legitimizes this last to withdraw from the contract for just cause.
- All business relations arising from this agreement are governed and regulated by Italian Law. Any dispute arising from such relations as a result of this agreement shall be decided exclusively of the Court of Modena expressly excluding any alternative law courts. In the case of industrial subcontracting (L. 192/98 and subsequent amendments), the legal dispute will be preceded by an attempt at conciliation at the Modena Chamber of Commerce and/or mediation body at the Modena Chamber of Commerce
- The Supplier shall treat all commercial and technical information made available by ATP S.P.A. as confidential, this being subject to industrial property rights belonging to ATP S.P.A., including any results obtained while carrying out the order received from ATP S.P.A.. The Supplier shall also be expected to transmit all information and data to ATP S.P.A., who shall be recognized as the rightful owner of such information and data. The Supplier undertakes to extend these obligations to its own employees and to any subcontractors it may use. All Quality requirements transmitted by ATP S.P.A., must be fully reported by the Supplier and be seen on the subcontractor. All information and data contained in the order and the pertinent enclosures shall be considered as strictly confidential and may only be used for the purposes foreseen by the order and may not be reported. The order may not be sold by the Supplier to third parties without first obtaining written approval to do so from ATP S.P.A..
- Each delivery must be accompanied by the documents certifying the quality and conformity of the products supplied (Certificate of Conformity, Chemical Analysis, technical, etc.) as well as any expiration where this is a requirement.
- The materials supplied by “Retailers / Distributors” are to be delivered with Certificates of Order Compliance, which ensure the proper storage of materials and a copy of the Manufacturer / Producer Compliance Certificate.
– For parts/products from catalogue is required the Certificate of Conformity and/or the Declaration of Conformity;
– For metal and plastics parts: Certificate of phisical and chemical analysys it also required
- For Materials subject to shelf life, the supplier must guarantee, on delivery, a useful life more than 90 % of the total life unless otherwise agreed upon acceptance of the quotation
- The tolerance parameters, if not differently specified in the order, are defined by internal ATP S.P.A. standard, available upon request.
- All goods shall be packaged by the Supplier at its own expense in a way that is suitable and appropriate to the type of product and transport in order to ensure the integrity of the goods themselves and safety of the operators both during handling and in subsequent storage activities (for example but not limited to: dents and/or scratches due to contact between machined or coated surfaces, dust and/or moisture contamination, sun or artificial light, etc…).
- All ATP-owned equipment made available by the latter to the Supplier for the execution of the Supply Contract, must: (a) always be equipped with the identification plates provided by ATP; (b) be duly identified in the mandatory books kept by the Supplier as the exclusive property of ATP and in any case indicated as being held by the Supplier on a mere free basis; (c) be marked with an internal registration number promptly communicated to ATP.
The use of said equipment, if given to the Supplier by ATP, will always be understood (in the presence or not of a specific written contract) – and unless specifically otherwise indicated in writing – as a free loan and as such, subject to the norms of the civil code.
The Supplier will use the equipment in question exclusively for the production of the Products intended to ATP. In the event of a violation of this latter provision, ATP will be entitled to obtain compensation for all direct and indirect damages resulting from such improper use. The total or partial reproduction of the equipment or part of it is also excluded, without the prior written authorization of ATP.
The return of the equipment will take place at the simple request of ATP, at any time.
Ordinary maintenance of ATP equipment held by the Supplier or by the latter’s subcontractor is the responsibility of the Supplier himself who may not tamper with or modify them for any reason, except to perform interventions related to the improvement of the process / Product to be carried out with specific written authorization of ATP.
The Supplier will, where requested by ATP, provide adequate insurance coverage for the equipment in question, against fire, theft, vandalism, natural disasters, tampering, etc.
He must also keep and use said equipment with the utmost care, refraining from moving it out of (his) agreed establishment unless expressly authorized in writing to do so by ATP itself. The supplier may not, unless expressly authorized for this purpose, transfer the equipment to third parties.
ATP (directly or in any case by means of its representatives) will have the right to check, during normal working hours, the state and methods of storage and use of the equipment.
In December of each calendar year of validity of the Supply Contract, as well as – again – at the end of the Supply Contract itself for any cause, the Supplier will send a written communication to ATP listing the equipment held by the Supplier, held by its subcontractor, serial number (ATP identification and internal identification of the Supplier), place of possession, codes of the corresponding Products (and / or parts) manufactured with such equipment, and state of maintenance.
It is understood that, in any case of termination, even early, of the relations, the Supplier undertakes to return the equipment to the ATP plant (s) at its own expense, according to the methods that will be agreed from time to time between parts.
16.1. Equipment owned by the Supplier
The Parties agree that ATP will have the right, upon termination of the supply relationship for any reason whatsoever, to pay a price equal to the residual depreciation of the equipment – which are owned by the Supplier and used by them exclusively for the production of the Product. – thus acquiring ownership.
The Supplier declares, warrants and certifies that machines/equipment will comply with EC directives, relating to product safety, including but not limited to Directive 2006/42 / EC (Machinery Directive) and subsequent updates.
The Supplier guarantees the availability of spare parts for industrial plants, machines and instruments for a period of 10 years from the date of delivery / testing.
The Supplier will enclose to the Supply the Certificate of Conformity / correct installation and relative use and maintenance manual in Italian.
Product environmental requirements
- All Goods included in this purchase order shall comply with the requirements of Directive 2011/65/EU (RoHS II Directive) of the European Parliament and subsequent amendments and on the Restriction of the use of certain Hazardous Substances in electrical and electronic equipment as may be amended from time to time. The supplier have the legal obligation to inform immediately ATP S.P.A. in case of don’t respect of the above-mentioned norm.
- With reference to Regulation (EC) No 1907/2006 of the European Parliament and subsequent amendments concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), if any of the articles that you supply to ATP S.P.A. contain any of the SVHC’s on the current candidate list above the threshold of 0.1% weight-by-weight, you, the supplier, have the legal obligation to inform ATP S.P.A. automatically. In such a case, the minimum data supplied shall be the name of the SVHC, the weight of the SVHC, the name or part number of the article and any relevant instructions regarding safe handling and safe disposal. Where applicable, documentation is required to prove that they have fulfilled the SCIP obligations or alternatively to notify us of the timeframe necessary for the fulfillment of the regulatory obligation.
- ATP S.P.A. asks to its suppliers to conduct their worldwide operations in compliance with laws and regulations that prevent the support of armed groups that control the extraction and trade of minerals in the Democratic Republic of Congo or neighbouring countries. ATP S.P.A. suppliers are required to use reasonable efforts to ensure that the parts and products provided to ATP S.P.A. DRC are “conflict free“. This requirement is applicable to products containing tantalum, tin, gold, tungsten. To these suppliers ATP S.P.A. requires to send at firstname.lastname@example.org Policies, audits and management systems in line with the Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas OECD and any updates.
- All goods delivered to ATP S.p.A. must comply with the European Regulation (EC) n. 1272/2008 and subsequent amendments (hereinafter the CLP Regulation) relating to the classification, labeling and packaging of chemicals and their mixtures;
- All goods delivered to ATP S.p.A. must comply with the Council Decision n. 2006/507/CE and subsequent amendments, concerning the conclusion, on behalf of the European Community, of the Stockholm Convention on persistent organic pollutants;
- Compliance with environmental laws is recommended, by way of example but not exhaustive: the presence of all authorizations required to perform the activity (exemple: emissions into the atmosphere, discharges, waste management), the presence of the CPI if required, etc…
Product quality requirements
- After communication, the supplier shall allow ATP S.P.A., its Customer and the Surveillance Bodies, access to the places where the goods are produced or services are performed, as well as the acknowledgment of the relevant certifications, without this relieving the Supplier from the guarantee obligations or constitute acceptance.
- For the duration of the current order, the Supplier must ensure and maintain the application of its Quality Management System at the same level recognized by ATP S.P.A. qualification.
- The provider must notify to ATP S.P.A. any changes to the product and/or process, changes of suppliers and displacements of the production facilities. The manufacturing documentation, if required, must be made available to ATP S.P.A..
- The supplier guarantees that the supply complies with the requirements established in the Order and in the relevant annexes and that it is free from material and / or manufacturing defects, free from design defects, free from defects in the software where applicable. Any variation must be accepted in writing by ATP S.P.A.. Unless otherwise specified, all supplies must comply with the revision of the technical documents in force on the date of the order.
- In the event that the product does not meet the required characteristics, the supplier must immediately give written notice to the ATP S.P.A., isolate and identify the non-compliant product pending the decisions that will be received in writing by ATP S.P.A., for approval and related treatment.
- Any nonconformity or lack in the Supply will be notified in writing form to the Supplier at the end of the process of acceptance, or during the processing and/or assembly of the same Supply within thirty (30) days from the discovery, even if the relative bill has already been paid. Please indicate in the transport documents and in the bills our Purchase Order number and the product code.
- Each treatment of non-conforming products must be formally authorized by ATP S.p.A..
- Any Non-Conformity of the product will be made known to the supplier with issuance of non-conformity report. Costs arising from non-compliance will be charged to the supplier. to the extent of 50 € for documentary shortages and 150 € in all other cases, subject to greater damage.
- The Supplier’s debts towards ATP, deriving from the application of the penalties provided for in this article, may be extinguished by offsetting any debts of ATP towards the Supplier, even if not overdue, deriving from current supply relationships.
- The records related to critical parts they must be kept for at least 15 years unless otherwise specified. Other records related to the product for at least 10 years.
- The supplier must ensure the transfer of the requirements indicated in the order by ATP, along the supply chain
- The supplier acknowledges and accepts that the supply not accepted will be considered as never delivered and in this case a new supply must be prepared, unless otherwise agreed and accepted with ATP S.P.A..
ADDITIONAL CLAUSES FOR AERONAUTICAL FIELD SUPPLIERS
- If not certified yet in accordance with EN-AS-JISQ-9100, the Supplier shall take all efforts to acquire this certification.
- The supplier shall ensure the prevention of any counterfeit parts.
- Any modification to the organization, process, products or services including changes to the use of sub-contractors or production sites that are involved in the order in progress must be agreed in advance.
- In the case of subcontracting, the supplier is required to ensure the flow-down of ATP S.P.A. requirements.Furthermore the supplier must also be a guarantor regarding the conformity and traceability of intermediate certificates.
- The supplier is required to keep and make available the supporting documentation for a period of not shorter than 15 (fifteen) years from the date of delivery.
- The supplier is encouraged to train his people on topics related to human factors, and consider these factors in their own procedures, in order to minimize the errors that may belong from them.
- The supplier shall ensure that his employees are aware of:
- their contribution to product and service compliance;
- their contribution to product safety;
- the importance of ethical behaviour.
- The Supplier is required to carry out the Inspection of the first article (FAI) on the first lot supplied to ATP S.p.A. where requested when ordering. The related Report must meet the requirements of the EN/AS/JISQ9102 standards, latest revision. The Supplier must deliver this report to ATP S.p.A. together with the first shipment of the supplied Product. The Supplier also undertakes to repeat the FAI inspection in the event that at least 2 years have elapsed since the last supply or in the event of changes to the process / product. The report must be sent in electronic format to the address email@example.com
ADDITIONAL CLAUSES FOR FOOD SECTOR SUPPLIERS
- Where the product is intended for contact with food, the supplier undertakes to provide the declaration of food conformity (DCA) relating to the applicable European (1935/2004 EC) and international regulations and / or requests during the purchase order.
- The DCAs must comply with the laws / regulations in force and be accompanied by the results obtained in the migration tests.
- In case of subcontracting, the supplier is required to guarantee the flow-down of ATP S.P.A .. requirements.
- The supplier must ensure that its employees are aware of:
- their contribution to product and service compliance;
- their contribution to product safety;
- importance of ethical behavior.
- The supplier is required to keep and make available the documentation relating to the supply for a period of not less
- Failure to comply with what is defined in the point in this paragraph constitutes non-compliance and will be treated as such.
CGF-01 REV 01 of 29/06/2022