General Terms and Conditions of Purchase

1. General Provisions

The following General Terms and Conditions of Purchase (hereinafter the "Conditions") apply to all purchase orders placed by ELSE NUCLEAR S.r.l. (hereinafter "ELSE NUCLEAR") for goods and/or services provided and/or manufactured by third parties (hereinafter “Supplier”). Each single purchase order and/or agreement is regulated by the present Conditions. Only the special conditions contained in the purchase orders prevail the Conditions and can be considered as exceptions.

The Conditions cannot be modified if not under a written agreement between ELSE NUCLEAR and the Supplier.

The Conditions apply to all the purchase orders transmitted by ELSE NUCLEAR to the Supplier. The potential ineffectiveness of a clause of these Conditions or further agreements will not entail any loss of validity of the other conditions.

The Parts will define a substitutive clause that will reflect as much as possible the mutual economical agreement.

2. Purchase orders

After the Supplier provides a proper technical/economical offer, ELSE NUCLEAR issues and sends to the Supplier a written purchase order via e-mail.

Each supply agreement will be considered accepted and valid when a copy of the purchase order, properly signed for acceptance, is returned via e-mail to ELSE NUCLEAR by the Supplier, or when the Supplier sends an order confirmation that includes the type of goods/services requested by ELSE NUCLEAR in the written order, including the supply clauses and conditions defined during the negotiations. ELSE NUCLEAR will then verify the conformity to the order, highlighting any possible mistakes/ambiguity. The reception of the order confirmation will not imply the acceptance of the Sales conditions of the Supplier. It is understood that if no explicit confirmation is received by the Supplier within 5 working days after order emission, the order is considered as fully accepted in all its parts.

The purchase order will include: goods and/or services required, quantity, characteristics, supply terms, prices, terms and modes of payment, particular purchase conditions (if any) even notwithstanding these Conditions.

3. Supplier obligation

In performing the supply, the Supplier shall use employees, collaborators and/or consultants (hereinafter “Personnel”) who are qualified, technically competent and of proved experience for what the required goods/services are concerned.

The Supplier commits to supply to ELSE NUCLEAR (when applicable) the technical documentation related to the supply, such as Test certificates, Conformity declarations to European laws and directives, RoHs conformity declaration, and other documentation that may be explicitly required in the order.

The Supplier shall provide, depending on the product, the installation, use and maintenance manual of the purchased goods/services. If the required documentation is not provided as requested, the supply will be considered NON-COMPLIANT.

4. Prices

The agreed prices written in the purchase orders have been defined during the commercial negotiation between ELSE NUCLEAR and the Supplier, and they will be considered as fixed and not subject to change. The payment terms and conditions are written in the order as well, and they CANNOT be changed if not under a written agreement between the parts.

5. Object of the supply

ELSE NUCLEAR purchase orders imply, besides the goods/services included in the order: property acquisition of all the documentation and technical papers produced by the Supplier and/or sub-suppliers related to the specific project or product indicated in the purchase order, as well as of any other documentation needed for the installation, maintenance and use of the supplied goods/services, or which may be required as part of the supply; the widest use rights, transferrable to third parties, of the Industrial Property of the Supplier (trademarks, creations, drawings and models) related to provided goods/services, including production methods and processes.

6. Delivery terms and packing

The delivery dates indicated in the purchase order are to be considered as binding for the Supplier, and essential for the proper handling of the order.

Should any delay be involved in the supply, ELSE NUCLEAR may apply to the Supplier, without compromising dissolution and compensation rights for any experienced loss, a penalty of 1% of the total amount indicated in the purchase order of the supply delivered after the contractual term for each delay week or its fraction. The total amount of the penalty will not exceed the 10% of the value of the delayed supply.

The valid address for the shipment is indicated in the purchase order. The Supplier holds full responsibility for the delivery of the goods until they are accepted by ELSE NUCLEAR at the address indicated in the purchase order.

The shipping documents that accompany the goods shall always include the delivery date, the number and date of the related order, material code, description of goods/service, quantity, gross and net weight of the packages, shipping transportation type.

The Supplier shall perform an adequate packaging of the goods following indications included in the purchase order, if any, or following the best accepted techniques typically applied; the Supplier will be always considered responsible for any damages to the supply deriving from an inadequate packaging.

7. Force majeure

In case of a force majeure event (for example earthquakes, fires, epidemies, etc.) that may compromise the agreed delivery date, the Supplier shall immediately inform ELSE NUCLEAR in written form specifying the entity of the delay (estimated or real). The Supplier shall perform all the available actions to reduce the delay and recover the lost time. The new delivery date shall be agreed upon with ELSE NUCLEAR in accordance with the entity of the force majeure. In case the delayed exceeds 30 (thirty) days, ELSE NUCLEAR will be entitled to dissolve the purchase order any time, after communication via e-mail or registered letter.

8. Warranty

The supplier guarantees that the supply is exempt of flaws that may compromise its adequacy to the foreseen use or that may sensibly reduce its value. The Supplier is responsible for damages directly caused at things or persons and directly related to flaws of the supply. The Supplier shall cover any refunding request that ELSE NUCLEAR may receive as a consequence of non-compliant supply.

The supply acceptance is dependent on the conformity check on quality and quantity as required in the purchase order. After receiving the goods, ELSE NUCLEAR performs all the applicable controls on quantity, quality and documentation. In case the supply is considered non-compliant, the Supplier must repair or replace the goods on its responsibility and at its own expense with other goods which must be compliant with the prescriptions contained in the purchase order. Nevertheless, ELSE NUCLEAR holds the right of terminating the contract and claim any suffered damage.

9. Unilateral withdrawal

ELSE NUCLEAR reserves the right to terminate the contract at any time even after the start of the execution of the purchase order itself, through a communication that must be sent either via e-mail or registered letter to be sent to the Supplier with a 20 (twenty) days’ notice before foreseen delivery date. In this case, against the delivery of the goods up to the termination date, ELSE NUCLEAR will acknowledge the due value of the regularly delivered supply.

10. Dissolution

In case of serious unfulfillment of these Conditions and any attachment, included in the purchase order itself, ELSE NUCLEAR will immediately send to the Supplier a formal notice via e-mail or registered letter. If the unfulfillment will persist for more than 15 days after receiving the formal notice, the purchase order will be terminated. In this case, the Supplier shall refund all the direct and indirect losses suffered by ELSE NUCLEAR as a cause of the unfulfillment.

ELSE NUCLEAR will be also entitled to terminate the contract in case any of these conditions occur: acquisition of the Supplier by a third-party, insolvency, receivership, liquidation, bankruptcy.

11. Equipment and materials property of ELSE NUCLEAR

The drawings, molds, equipment, example parts, informatic supports provided by ELSE NUCLEAR to the Supplier for the performing of the order remain property of ELSE NUCLEAR and shall be returned in good state when the order is completed. It is understood that they shall not be copied, and that the Supplier shall use them only to execute the contract.

12. Supply of patented goods

The Supplier guarantees that the supply is not produced in contravention of national and international patents and licenses. ELSE NUCLEAR will be kept free by the Supplier for any legal action undertaken by a third-party as a consequence of the use or trade of what cited above.

13. Confidentiality

The Supplier shall not perform advertising and/or marketing actions by using the name and/or the logo of ELSE NUCLEAR. All the information included in the purchase order and any attachment, as well as all the information provided by ELSE NUCLEAR during the supply, shall be considered strictly confidential and reserved. Confidential information include all actions performed by the Supplier to manufacture and produce the supply ordered by ELSE NUCLEAR, whereas they do not include any information that the Supplier can prove he was already aware of, or in public domain, at the moment of their communication by ELSE NUCLEAR, or, after being transmitted, become of public domain for reasons that have nothing to do with non-fulfilment of the Supplier and/or of its personnel and/or of its sub-suppliers, with respect to the confidentiality clause foreseen by these Conditions.

The confidentiality obligations will remain valid for 10 (ten) years after the delivery of the supply.

All the documentation provided to the Supplier to perform the production will remain property of ELSE NUCLEAR and will have to be returned upon simple request of ELSE NUCLEAR.

14. Applicable laws and jurisdiction

Any dispute arising between ELSE NUCLEAR and the Supplier out of or in connection with the supply of goods and services will be exclusive jurisdiction of the Courts of Busto Arsizio (Italy).

Valid from 21th June 2018