GENERAL TERMS AND CONDITIONS OF PURCHASE FOR THE PROVISION OF GOODS AND SERVICES

1. Definitions - Scope - Applicable law - General principles

1.1. These General Terms and Conditions apply to the contract concluded through purchase orders issued by Grandi Navi Veloci S.p.a., of which they form an integral and substantial part.

1.2. In addition to the provisions of these General Terms and Conditions, the supply of goods and services shall be governed by the specific statutory and regulatory provisions in force at the time, the provisions of the Civil Code and complementary laws.

1.3. The following terms and conditions are the only ones governing the purchase of goods and services by Grandi Navi Veloci S.p.A., with registered office at Calata Marinai d'Italia, 90133 - Palermo (hereinafter also referred to as "GNV"). Any variation, as well as any terms and conditions of sale of the Supplier, which differ in whole or in part from these Purchase Terms and Conditions, shall only be valid in the event of specific written acceptance by GNV and subsequent inclusion in the purchase order.

In the event of any discrepancy or contradiction between these general terms and conditions and any other "special terms and conditions" issued by GNV in relation to certain fields of activity, the latter shall prevail.

2.Terms and conditions for the provision of goods and services

2.1. Orders
2.1.1. The orders issued by GNV shall constitute formal acceptance of the supplier's commercial proposal and shall contain the information, references and attachments necessary for the execution of the contract such as, but not limited to: description of the goods/services, identification code, quantity, price, delivery date, place of delivery, references to applicable standards, specifications and requirements.
Therefore, the contract shall be deemed as signed when the supplier receives the order from GNV in accordance with the proposal.
2.1.2. Quantities, dimensions or other parameters in the Supplier's offers or shared over the course of negotiations or discussions of any kind for the purpose of enabling prior analysis of the offer may not be used in any way by the Supplier to establish economic claims that are additional to and/or different from what was agreed and stipulated in the order.

2.2. Deliveries
2.2.1. The goods must be delivered to the place of delivery stated in the order.
2.2.2. The goods shall be deemed as returned "Duty Paid" or "DDP-Delivery Duty Paid, place of destination" (according to Incoterms 2010), unless otherwise specifically indicated in the order.
2.2.3. The goods must be sent with suitable packaging to guarantee their arrival at destination in perfect condition and travel at the complete risk of the Supplier until they are received by GNV at the agreed place of delivery.
2.2.4. The delivered goods must be accompanied by a transport document (DDT), indicating the order number and the description of the goods as stated in the order, and in the case of the issue of an immediate invoice (as provided for in article 4 below), a copy thereof.
2.2.5. The delivery dates are binding for the Supplier and shall be understood as the final dates for the delivery of the goods or for the performance of the services requested in the order, in accordance with the delivery terms and conditions stated therein.
The acceptance of goods delivered after the delivery deadline does not constitute a waiver of the company's rights, including the right to compensation for any damage.
2.2.6. The Supplier must promptly notify GNV in writing if they foresee any difficulties that may hinder their ability to deliver the goods or provide the services on time and with the required quality, indicating the potential impacts and the relevant recovery actions.
2.2.7. Early and/or partial deliveries are excluded, except with the prior written consent of GNV, which reserves the right to charge any additional costs incurred for early and/or partial deliveries that have taken place without the aforementioned consent.

2.3. Conformity of the goods and services - Returns management - Guarantee of performance
2.3.1. Goods or services found to be defective or deviating from the order shall be deemed as not delivered. In such a case, the Supplier is obligated, at their own care and expense, to take back the goods or repeat the service or rectify any non-conformities found, within the term that will be communicated to them and to take any actions indicated in the aforementioned communication for the purpose of preserving the effectiveness of the contract.
2.3.2. In the event of non-conformity of the goods or services rendered, if the Supplier has already invoiced, they shall issue a credit note on the basis of the instructions provided by GNV.
2.3.3. The Supplier guarantees the goods sold or services rendered for a period of at least 12 months from the date of delivery or performance of the service unless otherwise stated on the order.

2.4. Defects in the purchased goods
2.4.1. Pursuant to art. 1490 of the Civil Code, the Supplier guarantees that each good sold is free from defects that render it unfit for its intended use or diminish its value appreciably.
2.4.2. Otherwise, GNV shall have the right, at its sole discretion, to terminate the agreement or obtain a price reduction and/or elimination of the defects within a term not exceeding 15 working days from the notification to the Supplier.
2.4.3. In the event of termination of the agreement, the Supplier shall return the price and reimburse GNV for the expenses and payments legitimately made for the sale, while GNV shall return the goods if they have not perished as a result of the defects.
2.4.4. As an exception to art. 1495 of the Civil Code, GNV shall be entitled to report any discovered defects to the Supplier within 15 days of discovery.
2.4.5. Pursuant to art. 1494 of the Civil Code, the Supplier shall in any case be liable to GNV for damages arising from defects in the goods sold.

2.5. Technical Documentation and Modifications
2.5.1. The description of the technical characteristics of the goods or services requested by GNV does not exempt the Supplier from their obligation to provide economically advantageous and technically defect-free solutions.
2.5.2. The Supplier shall promptly notify GNV in writing of any changes or improvements to the goods or the object of the service deemed necessary or appropriate for the proper performance of the agreement.
2.5.3. Additional services or modifications carried out without the prior written authorisation of GNV may not be invoked as the basis for any claim by the Supplier.

3. Special terms of delivery for the services

3.1. Methods of performing the services

3.1.1. The services shall be rendered at the place and in the manner set forth in the order, observing, as appropriate, the necessary technical procedures, applicable regulatory law and security measures.

3.1.2. The Supplier shall provide the services through their own organisation of means and personnel; they may only subcontract the provision of services to third parties with the prior written consent of GNV. In the event of subcontracting, the Supplier is not released from their contractual responsibilities and from compliance with these Terms and Conditions.

3.2. Performance of activities in areas owned by or at the disposal of GNV -worker safety regulations, Supplier's liability

3.2.1. In the event that the Supplier performs all or part of the services in areas owned by or available to GNV (e.g. in the case of installation), the Supplier undertakes to perform such services in conditions of compliance with all applicable safety, prevention and protection, occupational hygiene, environmental protection and good engineering standards, compliance that they shall require their employees and any subcontractors to observe.

3.2.2. The Supplier therefore guarantees full compliance on their own and their subcontractors’ behalf, if any, with the Consolidating Act on Safety’ (lgs. d. 81/2008) and the provisions issued by GNV.

3.2.3. The Supplier must provide GNV with the name(s) of the person(s) of their company, itemising the specific tasks, appointed to perform the tasks referred to in article 97 of lgs. d. no. 81/2008.

3.2.4. For the purpose of the check, the Supplier must produce, if necessary and upon request, all documentation necessary to prove their technical and professional suitability.

3.2.5. In the case of subcontracting, the Supplier must verify the technical and professional suitability of the subcontractors with the same criteria as in the previous points.

3.2.6. The Supplier is obliged to carry out a careful and thorough inspection of the areas where the work will be carried out, together with a GNV representative, and to sign the relevant joint inspection report. During the on-site inspection, the work areas affected by the performance of the services will be determined and circumscribed in order to define any markings and signs. The services shall be performed by the Supplier with their own organisation of means and personnel, without any obligation of dependence and/or subordination to GNV. Therefore, the Supplier shall have full freedom and faculty to organise their activities in the manner they deem most appropriate, subject to the scrupulous observance of the provisions of the Unified Document for the Evaluation of Interference Risks (D.U.V.R.I.) pursuant to art. 26 of lgs. d. 81/2008 or the Safety and Coordination Plan (P.S.C.) pursuant to art. 100 of lgs. d. 81/2008 complete with the dossier referred to in art. 91 of lgs. d. 81/2008, for the cases set forth therein.

3.2.7. Pursuant to art. 70 of lgs. d. 81/2008, all work equipment used by the Supplier must comply with the specific legislative and regulatory provisions transposing EU product directives.

3.2.8. The management, technical assistance, supervision and control of the activities shall be carried out by a manager (or their deputy) to whom the Supplier shall have conferred all necessary powers and authority, which shall also enable said deputy to usefully represent them in relation to GNV.

3.2.9. The Supplier shall ensure that their own employees, and the employees of their subcontractors, wear a piece of clothing or other distinctive sign to be agreed upon, which identifies the company, and display the appropriate identification card in accordance with art. 18 and 21 of lgs. d. no. 81/2008. The badge must include a photograph, the employee's personal details, the employer's name, the date of employment and the date of authorisation of the subcontract.

3.2.10. The Supplier shall ensure that their personnel and subcontractors are forbidden from entering plants, departments and places other than the place where the work is to be performed, and shall enforce, where prescribed, a specific entry and exit route.

3.2.11. The Supplier is liable for all damage caused, to property and/or GNV and/or third parties, by their own employees or collaborators or by the personnel of any subcontractors, during the performance of services in areas under the purview of GNV. To this end, the Supplier undertakes the obligation to take out TPL and ECL (third party liability and employee civil liability) insurance policies of an appropriate amount with a leading insurance company to cover all possible risks associated with the subject of the service and to provide a copy thereof to GNV.

3.2.12. For special, hazardous and non-hazardous, waste originating from the Supplier's activities, the Supplier must arrange, at their own care and expense, the treatment, transport and delivery of said waste to an authorised plant, providing, at GNV's request, proof of having fulfilled all the relative obligations in accordance with the applicable legal provisions in force.

 

4. Price, Payment terms and Invoicing

4.1. The amount due to the Supplier is stated in the order and cannot be changed. Value added tax is not included and shall be charged (in accordance with the applicable legal provisions) on the amount of the consideration.

4.2. The consideration is all-inclusive and shall be paid, following the issue of the relevant invoice upon completion of the supply process, by bank transfer, within 60 days EOM from the date of the invoice, unless otherwise stipulated in the purchase order.

4.3. The invoice may be settled provided that it has been issued in accordance with statutory provisions and contains, in addition to what is required by law, all information necessary for the payment procedure. In particular, the invoice shall include: GNV's order number, description of the good/service, quantity and unit price of the good/service, currency and terms of payment, references to the DDT. In the event that the invoice is missing one or more pieces of the aforementioned substantive information, GNV shall ask the Supplier to make the necessary changes/substantial additions resulting in the payment terms starting again from the date of receipt of the invoice. It is understood that GNV cannot be held liable in any way for any delays in payment resulting from such substantial irregularities.

4.4. Please note the Office Unique Code A4707H7 that must always be entered on the electronic invoice in order to allow the Interchange System (SDI) to correctly deliver the electronic invoice to our recipient Office. Non-domestic suppliers should send a digital copy of the invoice to the following email address: amm-fornitori@gnv.it.

4.5. Invoices received with the wrong VAT regime, i.e. without reference to the nautical declaration protocol number where applicable, will be rejected. The Supplier shall not be permitted to assign the credits arising from the contract, either in whole or in part, to third parties.

5. Obligations arising from employment relationships

5.1. The Supplier shall, for the performance of the object of the contract, avail itself of suitably qualified and/or specialised personnel with whom they have an employment and/or collaboration relationship, in compliance with the regulations in force. With regard to the personnel employed, the Supplier is required to comply with all obligations deriving from current legislative and regulatory provisions on labour, social security, insurance and accident regulations, assuming all related costs; to apply regulatory and remuneration conditions that are not inferior to those in the collective bargaining agreements applicable to the category and in the places where the activities are carried out, as well as the conditions resulting from subsequent amendments and additions; to continue to apply the aforesaid collective bargaining agreements even after their expiry and until their replacement, for the entire period of validity of the contractual relationship; to comply with the obligations laid down in the collective bargaining agreements even in the event that they do not adhere to the stipulating associations or withdraws from them; to produce, at the request of GNV within the deadline indicated by them, all the documentation proving compliance with the aforementioned obligations as well as, if requested, the reporting documentation to the competent social security agencies of the personnel employed and a copy of the contribution, social security and insurance payments made.

5.2. Failure to comply with the obligations referred to in point 5.1 above gives GNV the right to terminate the contract in accordance with and to the effects of article 1456 of the Civil Code, by means of written notice to be sent to the Supplier by registered letter with return receipt or communication by certified e-mail, without prejudice to GNV's right to claim compensation for damages.

6. Compliance with GDPR Regulation 2016/679 - Personal data processing

6.1. Pursuant to article 13 of the European Regulation No. 679/2016 on the protection of individuals with regard to personal data processing and on the free movement of such data and repealing directive 95/46/EC (General Data Protection Regulation)", hereinafter referred to as the "Regulation" for brevity, it should be noted that GNV will collect, record, reorder, store and use personal data, both electronically and on paper, for the purposes functional to the performance of the activities referred to in its corporate purpose, and in particular for the purposes of the participation of the Supplier in the selection and possible issue of the supply contract and the management of the contract itself, as well as for the purposes of fulfilling the legal obligations related to the management of the contract, in relation to which the provision of personal data is mandatory. These personal data may be communicated to public and private bodies relevant to the above-mentioned purposes. The Supplier is entitled to exercise, with regard to the existence and processing of personal data concerning them, the rights set forth in art. 12 of the Regulation.

6.2. The Data Controller is Grandi Navi Veloci S.p.A., with head office in Calata Marinai d'Italia, 90133 Palermo.

The contact point for any clarification is: dpo@gnv.it

The full policy/information notice on data protection can be found at this web address: https://www.gnv.it/images/pdf/it/privacy.pdf

6.3. When the subject of the order involves the processing, by the Supplier, of personal data of one or more categories of data subjects managed by GNV, the latter, in its capacity as Data Controller, designates the Supplier, in accordance with art. 28 of the Regulation, as Data Processor. The Data Processor confirms their direct and thorough knowledge of the obligations that they assume in relation to the General Data Protection Regulation and undertakes to proceed with the processing of personal data, in full compliance with the requirements of article 28 of the aforementioned Regulation and the instructions received from the Data Controller. The Supplier shall be required to comply with the provisions of the Regulation and subsequent implementing legislation, remaining solely responsible for all damages suffered by GNV as a result of failure to comply with the aforementioned provisions. In particular, the Supplier undertakes to comply with the following instructions:

1. they are authorised to process the personal data of which GNV is the Data Controller exclusively for the purposes envisaged and shall operate on the basis of the detailed instructions that will be provided to them, where applicable, by the GNV Contact Person;


2. they will make use above all of IT tools, operating with logic strictly related to the purposes of the services that they are obligated to render in strict compliance with the relevant provisions in force, also with regard to data security;


3. they shall take the necessary security measures, both physical and IT, to protect the integrity, storage and confidentiality of data, in particular that of data defined as special by the Regulation. In particular, the measures laid down in the Regulation on minimum security measures (art. 32 of the Regulation) must be strictly observed. In addition, they will have to take any further specific measures established by the Controller, subject to the approval of the estimate submitted by the Processor regarding the costs of the measures exceeding the regulatory requirements;


4. they will take all measures in line with the provisions of the Regulation to: comply with the relevant legislation; establish an organisational model consistent with the provisions of the law; avoid foreseeable damage or irregularities;


5. they will identify all those who, under their authority, materially carry out processing operations on personal data on behalf of the Controller and appoint them in writing as 'data processing appointees', providing them, again in writing, with appropriate and complete instructions on how to carry out the processing;
6. they will provide adequate training to those in charge on the obligations imposed by the legislation, with particular reference to the security measures adopted;


7. they shall notify the Controller of any personal data breach immediately upon becoming aware of it;


8. they will inform the Data Controller of the name and details of their DPO, if they have designated one in accordance with article 37 of the Regulation;


9. they will keep in writing, where applicable, a register of all categories of processing activities carried out on behalf of the Data Controller in accordance with art. 30 of the Regulation;


10. they will allow the Controller and its appointees to check the systems used for processing and the relevant security measures, and cooperate in audits;


11. they shall promptly notify the Controller in writing, enclosing a copy of the request, if they receive requests from data subjects exercising their rights under art. 12 of the Regulation, assessing with the Controller the legitimacy of such requests and coordinating with the Controller in order to meet requests deemed as legitimate;


12. they will guarantee fulfilment of obligations and duties, including formal ones, towards the Supervisory Authority (Data Protection Authority), when requested and to the extent due, being ready to cooperate in a timely manner, as far as within their purview, with both the Data Controller and the Authority. In particular: they will provide information on the processing operations carried out; they will allow access to the databases subject to the processing operations; they will allow checks to be carried out; they will do what is necessary for the timely execution of injunctions, which are temporary in nature;


13. Lastly, they will allow the Controller and its appointees to monitor the systems used for processing and the security measures, cooperating in the checks. At the Controller's request, the Processor shall provide for self-certification or certification - at the Controller's expense - by Private Bodies specialised in security matters and whose reliability is recognised at European level. Equipment, facilities, data or information that are not essential for the purposes of this order and that relate to the Processor's own activity are excluded from the checks.

These instructions are effective as of the execution of this document by the Supplier.

7. Compliance with Directive NIS2 2022/2555 - Cyber Security

GNV, as an Essential Service provider, must ensure that all supplies of goods and services that may impact the delivery of the essential service, which they provide, are secure by design and by default. The supplier that accesses GNV systems, provides goods or systems to GNV, or generally provides services that may have an impact on the essential service provided by GNV, must return the required cyber documentation completed and signed, ensure the resilience of the service even in the event of a cyber incident and may be subject to pre- and post-contractual audits by GNV, which they are obligated to cooperate in with the utmost diligence and transparency. 

8. Confidentiality

With regard to any information, data or knowledge of a technical, commercial or any other nature, including but not limited to: any document, diagram, technical specification, commercial strategy, provided by GNV to the Supplier for the performance of the services referred to in the Contract ("Confidential Information"), the Supplier undertakes, for the duration of the Contract and for the following 3 (three) years, to: (i) not disclose or in any case make available the Confidential Information to third parties and to use it only for the purposes of performing the services referred to in the Contract; (ii) copy, reproduce or duplicate the Confidential Information only to the extent necessary for the purposes of performing the services referred to in the Contract; (iii) immediately return or destroy, upon request from GNV, any document or material containing or referring to the Confidential Information. It is understood that information that was public at the time of disclosure to the Supplier or that becomes public at a later date for reasons not attributable to the Supplier does not constitute Confidential Information.
Pursuant to art. 1381 of the Civil Code, the Supplier undertakes to enforce the aforementioned confidentiality obligations also on any subcontractors.

9. Intellectual Property

The Supplier guarantees that the use of the goods and services provided to GNV does not entail any infringement of third-party intellectual property rights, assuming the cost of prompt settlement of any claims by third parties that their intellectual property rights have been infringed.

GNV is the full and exclusive owner of all results generated by the Supplier in the performance of the contract, such as inventions, industrial design, know-how, software and any other results achieved in the performance of the contract.

GNV is also the full and exclusive owner of the rights to assets deriving from such results, such as the right to request and obtain patents and any other form of protection - in Italy and abroad - as stated by current legislation on intellectual property, as well as the right to freely exploit and dispose of them, without any restrictions.

The Supplier agrees to take all necessary measures to ensure the transfer and full ownership of the results to GNV.

10. Compliance with Legislative Decree 231/2001

10.1. The Supplier declares that they are aware of the regulations in force concerning the administrative liability of bodies and, in particular, of Legislative Decree of 8 June 2001, no. 231 and to have taken note of the organisational model adopted by GNV pursuant to the aforementioned legislation available on the website https://www.gnv.it, that they formally undertake to comply with.

10.2. In this regard, the Supplier declares that they have adopted company procedures and issued instructions to their employees and/or collaborators that are suitable for preventing the (attempted) commission of the offences in relation to which the penalties stated in Legislative Decree 8 June 2001 no. 231 apply in accordance with what is expressly indicated in the organisational model adopted by GNV, and undertakes to maintain them for the entire duration of the contract.

10.3. The Parties expressly agree that non-compliance with, including partial, failure to adopt and/or ineffective implementation of the aforementioned company procedures/rules of conduct constitutes a serious breach of contract, as a result of which GNV has, as of now, reserved the right - subject to sending a registered letter with return receipt or communication by certified e-mail to the Supplier, to:

• 1) suspend the performance of the contract (including when learned through press reports) 


• 2) terminate the contract; without prejudice to the Supplier's obligation to compensate GNV for any damage, in any case, suffered and to hold it harmless for any action or claim by third parties resulting from non-compliance with this article.

10.4. For maximum assurance, suppliers can go to https://areariservata.mvgovernance.it/#!/WB/GRANDINAVIVELOCI where they can report in the utmost confidentiality any violation or suspected violation that they detect in their relations with GNV.

11. Environmental compliance management

11.1. The Supplier, in order to fulfil their environmental obligations in the performance of the provision of goods or services to GNV, undertakes to comply with the provisions of Legislative Decree 152/2006 on the environment and waste disposal.

11.2. GNV reserves the right, in any case, to request that the Supplier provide the appropriate documentation to prove compliance with the aforementioned environmental regulations.

11.3. In the event of subcontracting by the Supplier, to be carried out in the manner and within the terms set out in paragraph 3.1.2 above, the latter, as provided therein, remains liable to GNV for the correct fulfilment of all environmental obligations by their suppliers.

11.4. Failure of the Supplier to comply with the environmental obligations or any irregularities detected by GNV in accordance with paragraph 11.2 above shall entitle the latter to terminate the contract in accordance with and pursuant to article 1456 of the Civil Code, by written notice to be sent to the Supplier by registered letter with return receipt or communication by certified e-mail, without prejudice to the right to compensation for damage.

12. Right to audit / Supplier audits

GNV shall have the right to carry out any reasonable checks or audits concerning the correct execution of the order by the Supplier, including at the Supplier's site. Therefore, the parties have the possibility of being assisted by any expert or advisor of their choice. GNV will inform the Supplier of the date of the inspection at least 10 calendar days prior to the audit and the Supplier must confirm in writing the date and place where the Goods will be available.

The Supplier may not refuse access to their site for the purpose of the audit. If, following an audit, a non-conformity of the Goods is found, GNV shall inform the Supplier, who shall take all necessary corrective measures. GNV's checks on the Goods do not in any way relieve the Supplier from their liability or their obligations under the law or the contract.

13. Applicable Law and Jurisdiction

13.1. The Law of the Italian Republic applies to anything not expressly regulated herein.

13.2. The Court of Genoa shall have exclusive jurisdiction for any dispute, with the express exclusion of any other competing court or arbitration.

Pursuant to article 1341 et seq. of the Civil Code, the Supplier declares that they have carefully read all the above clauses referring to these "General terms and conditions of purchase for the provision of goods and services" and, in particular, that they acknowledge and specifically approve those set forth in the following articles: - 2.1 Orders;

• 2.2 Deliveries;
• 2.3 Acceptance of goods and services - Management of returns - Guarantee of proper functioning;
• 2.4 Defects in the purchased goods;

• 4 Price, Payment terms and Invoicing;
• 9 Intellectual Property; 
• 12. Right to audit / Supplier audits
• 13. Applicable Law and Jurisdiction