1. Object and Acceptance
These GCP govern every purchase order for goods and services. The execution, even partial, of the order by the Supplier implies full acceptance of these clauses, prevailing over any sales conditions of the Supplier not explicitly signed by Ever Motion Solutions srl.
In particular:
1.1. Immediate feedback must be given to the order, confirming: SHIPPING DATE, prices, and other conditions.
1.2. Any variation or addition to the order must be transmitted by You, and accepted by us, in writing within 8 days. Otherwise, our conditions are considered effective for all purposes.
1.3. DELIVERY TERMS ARE BINDING. Any delay, even if caused by the replacement of material not corresponding to the order, entitles us to suspend the order and, except for proven cases of force majeure provided for by Italian laws, to obtain compensation for damages suffered in the amount that will be determined by us.
1.4. Delivered material is collected "pending approval"; acceptance is subject to qualitative and quantitative control to be carried out at our Headquarters.
1.5. Payment terms will run from the final balance of the delivered materials listed in this order. Any advances for materials will be invoiced by You only upon final balance.
1.6. For the purposes of current regulations, irregular invoices or those issued late will be rejected for regularization.
2. Quality and Traceability (EMS Specifications)
- Originality of components: The Supplier guarantees that electronic components are new, original, and purchased directly from manufacturers (OCM) or authorized distributors. The supply of refurbished components or those from the gray market without written authorization is prohibited.
- Traceability: The Supplier must guarantee the traceability of the production lot (Date Code/Lot Code) for each item.
- Certificates: Where requested, every shipment must be accompanied by Certificates of Conformity (CoC).
3. Technical and Environmental Compliance (VSME/ESG Model)
- RoHS and REACH: The Supplier guarantees that all products comply with the RoHS directives (2011/65/EU and subsequent amendments) and the REACH Regulation (EC 1907/2006). Any SVHC substances exceeding 0.1% w/w must be declared promptly.
- Conflict Minerals: The Supplier declares that minerals (3TG: tin, tantalum, tungsten, gold) are "Conflict-Free" in accordance with RMI guidelines and EU Regulation 2017/821.
- VSME Obligations: The Supplier undertakes, upon request, to provide data regarding its environmental impact (e.g., energy intensity or ISO 14001 certifications) to allow Ever Motion Solutions correct reporting according to EFRAG standards.
4. Management of Changes (PCN)
The Supplier is obliged to notify Ever Motion Solutions in writing of any change to the production process, production site, or materials (Process Change Notification - PCN) with a minimum notice of 180 days, guaranteeing the possibility of a "Last Time Buy."
5. Delivery Terms and Penalties
Delivery dates indicated in the order are mandatory (essential term). In case of not agreed delay, Ever Motion Solutions reserves the right to:
- Apply a penalty equal to 1% of the order value for each week of delay (up to a maximum of 10%).
- Cancel the order without any charge if the delay exceeds 2 weeks.
6. Warranty and Defects
The Supplier guarantees the products for a period of 24 months from delivery. In case of defective components detected during SMT assembly or functional testing, the Supplier shall provide for free replacement or reimbursement, bearing any rework and logistics costs incurred by Ever Motion Solutions.
7. Ethics and Social Responsibility
The Supplier commits to respecting human rights, occupational safety standards (ISO 45001 or equivalent), and the categorical rejection of child and forced labor. Violation of these principles will result in the immediate termination of the contractual relationship.
8. Confidentiality (NDA)
The Supplier will maintain maximum confidentiality regarding drawings, Gerber files, bills of materials (BOM), and intellectual property owned by Ever Motion Solutions or its final customers, to which it will have access for the execution of the order.
9. Jurisdiction and Applicable Law
This contract is governed by Italian law. For any dispute, the Court of Lodi shall have exclusive jurisdiction.