| GENERAL CONDITIONS OF SUPPLY |
| Dayco Europe S.r.l. a Socio Unico |
| Aftermarket Division |
1. Scope
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The contract entered into between the parties as a consequence of the order acceptance by the Supplier is exclusively governed by these General Conditions of Purchase, by any derogatory or specific condition indicated in the order and/or otherwise agreed in writing, that the Supplier declares to be aware of and fully accept, expressly waiving its own general and special conditions of sale.
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2. Contracting
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The contract is entered into when the Sole Shareholder company Dayco Europe S.r.l. (hereinafter Dayco ) receives the written acceptance of the order signed by the Supplier.
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The order acceptance will be considered valid only if these General Conditions of Purchase are duly signed in all their parts and/or are signed the SAF sheet.
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In lack of acceptance compliant with the above conditions, the order acceptance will not be considered valid and Dayco will have the right to cancel the order.
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Should the Supplier fail to provide formally the order acceptance, and however fulfil the order received from Dayco, Dayco will have the right to refuse its fulfilment.
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3. Prices
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Unless otherwise agreed in writing, the prices indicated in the order cannot be changed.
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In any case, any variation in prices, even if motivated, will be valid and binding for the parties only if previously accepted in writing by Dayco.
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4. Technical information and industrial property
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The drawings, specifications, standards and any other technical information or documentation, as well as models, samples and any specific equipment, provided or made available to the Supplier for the fulfilment of the supply, remain the exclusive property of Dayco; they shall not be used by the Supplier for purposes different from the order fulfilment, and shall be promptly returned to Dayco within the expiry date of the supply agreement.
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The Supplier therefore undertakes not to reproduce or disclose them to third parties and to take the necessary measures towards its personnel to guarantee their confidentiality.
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Unless otherwise agreed in writing, the Supplier renounces to assess, towards Dayco, his industrial monopoly rights on the finished products.
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The Supplier guarantees that the production, use and marketing in Italy and abroad of the products supplied, do not involve any breach of third parties' industrial property rights, and thus undertakes to keep Dayco relieved from any responsibility related to breaches of third parties' industrial monopoly rights on finished products.
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5. Quantities ordered
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The Supplier has the obligation to deliver the exact quantity of products indicated in the order issued by Dayco. The quantities verified with the check carried out by Dayco on delivery will be considered conclusive and final.
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Should the quantities be higher or lower than those indicated in the order, Dayco will have the right, at its discretion, to:
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a) accept the quantities actually delivered and amend the subsequent orders according to the different quantity verified on delivery; or
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b) refuse the product quantities in excess of the quantities ordered, with the possibility, should the Supplier fail to withdraw them immediately, to return the excess at the Supplier's expenses and risk, charging to the latter any payment already made and/or warehousing expenses; or
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c) request to the Supplier to send the missing quantities of goods at his own expenses; or
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d) consider the order cancelled and terminate the contract in accordance to and in application of art. 1456 of the Civil Code, with a simple notification to the Supplier.
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6. Terms of delivery
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For the purpose of establishing the observance of the delivery terms and the risk transfer for damage or total or partial loss of the goods from the Supplier to Dayco, the supplied products are always considered delivered to Dayco's warehouses, or to the places specified by Dayco in the order.
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The Supplier should timely observe the delivery terms and schedules specified in the order, for which Dayco accepts no delays or advance deliveries.
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Dayco has the right to return to the Supplier any supply that was received before the terms agreed, at the Supplier's expenses and risk, or to charge to the Supplier the warehousing expenses related to the advance delivery period.
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Unless otherwise agreed in writing, in case of late deliveries (even partial), ascribable to the Supplier, Dayco has the right to:
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a) request the order fulfilment and apply a late delivery charge amounting to 0.5% of the price of the goods that were not supplied within the terms agreed, for each week of delay, in addition to the repayment of any additional cost incurred by Dayco, unless a different charge is specified in the order;
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b) consider the order cancelled and terminate the contract in accordance to and in application of art. 1456 of the Civil Code, with a simple notification to the Supplier.
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7. Dayco Quality Standard
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Unless otherwise agreed in writing with Dayco, the Supplier shall keep in all his production plants, for the products supplied to Dayco Europe, a single Quality System, certified ISO 9001: 2000 and/or the technical specification for the automotive industry ISO TS 16949: 2002, and provide a copy of such certification to Dayco. Any loss of the above certification will imply the immediate termination of the contract relation between Dayco and the Supplier.
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The Supplier has the obligation to deliver products that are compliant with the specifications indicated in the orders.
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Should the Supplier be compelled to modify the product or the process characteristics in a definite or temporary way, he should previously request Dayco's written authorisation, specifying the reasons for which the changes have to be made and, in case of temporary modifications, their duration and the quantities that will be produced in this way.
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Should the Supplier make changes without Dayco's prior authorisation, Dayco will have the right to refuse the delivery of products that are not compliant with the specifications indicated in the order and, at its discretion, to terminate the contract in accordance to and in application of art.1456 of the civil code, with a simple notification to the Supplier, with the exception of the right of repayment of any damage suffered by Dayco or for which Dayco is responsible towards third parties, deriving from products/processed modified without Dayco's prior written authorisation.
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In order to guarantee the quality of the finished products, the Supplier has the obligation to keep appropriate records of the inspections and tests carried out on the products, and of the checks on the equipment, testing and production instruments, for an agreed period and, in any case, for a minimum of 3 years. Such records should be made available at any time to the representatives appointed by Dayco to review them;
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The products delivered by the Supplier should be packed in containers that allow their transportation, handling and storage without any damage, and should fulfil the specifications agreed with Dayco, in compliance with the international standards.
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Dayco reserves itself the right to verify every lot supplied in order to check the product conformity with the quality requirements expressed in the specifications.
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8. Quality Guarantee of the products supplied
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Unless otherwise agreed in writing, the Supplier guarantees, for a 24-month period from the delivery to Dayco, that the products supplied:
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a) have been produced and delivered in conformity with Dayco's Quality Standard, as per art. 7 above, and according to the specifications indicated in the order;
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b) are compliant with all legal, statutory or administration provisions in force in the country of production and delivery.
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c) are free from defects or faults and are suitable to guarantee the performance required for the correct operation of the products to which they will be fitted;
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The delivery and payment do not relieve the Supplier from his responsibility regarding the quality and suitability for use of the products being supplied.
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Should the products supplied result faulty during the warranty period, in the warehouse, during production and at the customer's, Dayco, with a written statement to the Supplier detailing the defects or faults found and with the exception of the right of repayment of any further damage, will have the right to:
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a) request to the Supply to withdraw or replace the faulty products at his expenses; or
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b) return the faulty product at the supplier's expenses without requesting their replacement and terminate the contract for the part related to the refused products; or
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c) terminate the contract in accordance with and in application of art. 1456 of the civil code, with a simple notification to the Supplier, should all the delivered products be faulty; in this case,
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Dayco shall return, at the Supplier's expenses, the products delivered by the latter, and the Supplier shall repay the amounts paid by Dayco for the purchase of the returned products.
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With the exception of the above, Dayco reserves itself the right, in any case, to suspend from the total of the payments due to the Supplier at that time, the payment of an amount representing the price of the faulty products, until the Supplier has duly fulfilled the request for replacement forwarded by Dayco.
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Dayco has the right to check and verify, on the Supplier's premises, the quality of the materials used as well as the manufacturing and testing methods of the products being supplied. The Supplier therefore undertakes to give access to its facilities to the personnel appointed by Dayco to carry out the aforesaid checks and verifications.
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9. Supplier's responsibility for damages from faulty products
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The Supplier is responsible towards the consumers/ end users for any damage caused to Dayco by faulty finished products, in conformity with the law applicable to the end consumer.
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10. Indemnity
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Should Dayco be summoned to appear in court by third parties for responsibilities specified and/or not specified in the contract, caused by defective or faulty finished products, the Supplier shall relieve and indemnify Dayco for the damage to be repaid as well as any legal expense incurred.
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11. Transfer of contract
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Unless otherwise agreed in writing, the contract and the credits resulting thereof cannot be transferred; any amendment or integration to the contract requires Dayco's formal written approval, under penalty of nullity.
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12. Confidentiality
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Unless otherwise agreed in writing, the Supplier undertakes not to disclose his trade relations with Dayco and, in any case, to consider as confidential any technical, commercial or other information that come to his knowledge in connection with the fulfilment of the order. In particular, any technical information related to the components provided by the Supplier, designed to be integrated to the products manufactured by Dayco, shall be considered confidential.
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Likewise, any information defined as such by Dayco, with a simultaneous written statement, or a statement sent to the Supplier within 30 days of their communication, shall be considered confidential; until then, any information that will be supplied to the Supplier by Dayco shall be temporarily considered as confidential.
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The Supplier has the obligation to keep any confidential information reserved and not to disclose it to third parties for a period of 10 years from the date of expiry of this supply agreement.
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The Supplier undertakes to file the confidential information and any related document for the whole duration of the supply agreement, allowing their consultation exclusively to its personnel, and only if required for fulfilling the supply of the components to Dayco.
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The Supplier has the right to use freely the technical information received from Dayco, provided that he can prove that:
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a) this information was already known to the Supplier when it was supplied by Dayco; or
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b) the information was supplied by third parties; or
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c) when the information was supplied, it had already been developed independently by the Supplier's personnel through the processing of public data.
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On expiry of the supply agreement with Dayco, or on Dayco's request, the Supplier has the obligation to return to Dayco all the documentation related to the confidential information kept in accordance with paragraph 12.
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13. Causes of withdrawal
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Dayco has the right to withdraw from the contract without notice, with a written notification in case of:
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a) action or procedure for the winding up of the Supplier's company; or
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b) interruption or suspension of the Supplier's production activity; or
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c) opening of any kind of aggregation of claims charged to the Supplier; or
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d) transfer of the Supplier's company; or
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e) written statement from the Supplier, in which he declares to be unable to fulfil his obligations within the times and according to the modes agreed with Dayco.
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14. Applicable Law
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These General Conditions of Purchase are governed by the Italian law.
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In case of discrepancy or contrast between the Italian version of this document and the English version, the Italian version will prevail.
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15. Place of Jurisdiction
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