GENERAL TERMS AND CONDITIONS OF PURCHASE FOR THE SUPPLY OF GOODS AND SERVICES OF GRANDI NAVI VELOCI S.P.A.

1 Definitions – Scope of Application – Applicable Law – General Principles

1.1 These General Terms and Conditions shall apply to contracts 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 set out in these General Terms and Conditions, the supply of goods and services shall be governed by the specific statutory and regulatory provisions in force from time to time, as well as by the provisions of the Civil Code and related laws. 
1.3. The following conditions are the only terms governing the purchase of goods and services carried out by Grandi Navi Veloci S.p.A., with registered office at Calata Marinai d’Italia, 90133 - Palermo (hereinafter also “GNV”). Any amendment, as well as any Supplier’s terms and conditions of sale differing in whole or in part from these Purchase Conditions, shall be valid only if specifically accepted in writing by GNV and consequently incorporated into the purchase order. 
In the event of discrepancy or contradiction between these General Terms and any other “special conditions” issued by GNV in relation to specific business sectors, the latter shall prevail.  

2 Terms and Conditions for the Supply of Goods and Services

2.1. Orders 
2.1.1. Orders issued by GNV shall constitute formal acceptance of the Supplier’s commercial proposal and shall include the information, references and attachments necessary for the performance of the contract, including, by way of example and not limited to: description of goods/services, identification code, quantity, price, delivery date, place of delivery, references to applicable standards, specifications and requirements. 
Therefore, the contract shall be deemed concluded at the moment the Supplier receives the order from GNV, in accordance with the proposal.
2.1.2. Quantities, dimensions or other parameters contained in the Supplier’s offers or shared during negotiations or discussions of any kind for the purpose of enabling prior analysis of the offer may not in any way be used by the Supplier as grounds for additional and/or different financial claims from those agreed and set out in the order. 

2.2. Deliveries 
2.2.1. The goods must be delivered to the place of delivery indicated in the order. 
2.2.2. The goods shall be supplied “free delivered” or “DDP – Delivery Duty Paid, place of destination” (according to Incoterms 2010), unless otherwise specifically stated in the order. 
2.2.3. The goods must be shipped with packaging suitable to ensure arrival at destination in perfect usable condition and shall travel at the Supplier’s full risk until receipt 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 event of immediate invoicing (as provided for under Article 4 below), a copy thereof. 
2.2.5. Delivery dates are binding on the Supplier and shall be considered final deadlines for delivery of the goods or performance of the services requested in the order, in accordance with the delivery terms specified therein. 
Acceptance of goods delivered after the agreed deadline shall not constitute a waiver of any rights exercisable by the company, including the right to compensation for any damages incurred.
2.2.6. The Supplier must promptly notify GNV in writing if it foresees difficulties that may hinder its ability to deliver the goods or provide the services within the required timeframe and quality standards, indicating potential impacts and the related corrective actions. 
2.2.7. Early and/or partial deliveries are excluded unless prior written consent is granted by GNV, which reserves the right to charge any additional costs incurred due to early and/or partial deliveries made without the necessary consent referred to above. 

2.3. Conformity of Goods and Services - Returns Management – Proper Functioning Warranty 
Goods or services found to be defective or non-compliant with the provisions of the order shall be deemed not delivered. In such case, the Supplier shall, at its own care and expense, collect the goods or repeat the service or remedy any identified non-conformities within the timeframe communicated and implement any actions indicated in the aforementioned communication in order to preserve the effectiveness of the contract itself. 
2.3.2. In the event of non-conformity of the goods or services provided, if the Supplier has already issued an invoice, it shall issue an appropriate credit note based on the instructions provided by GNV. 
2.3.3. The Supplier guarantees the goods sold or services provided for a period of at least 12 months from the date of delivery or performance of the service, unless a different term is specified in the order.

2.4. Defects of the Purchased Goods  
2.4.1. Pursuant to Article 1490 of the Civil Code, the Supplier guarantees that each good sold is free from defects that render it unsuitable for its intended use or significantly reduce its value. 
2.4.2. Otherwise, GNV shall be entitled, at its sole discretion, to terminate the contract or obtain a price reduction and/or elimination of the defects within a period not exceeding 15 working days from notification to the Supplier. 
2.4.3. In the event of termination of the contract, the Supplier must refund the price and reimburse GNV for expenses and payments lawfully incurred for the sale, while GNV must return the goods if they have not perished as a consequence of the defects. 
2.4.4. By way of derogation from Article 1495 of the Civil Code, GNV may notify the Supplier of any defects discovered within 15 days from their discovery. 
2.4.5. Pursuant to Article 1494 of the Civil Code, in any case the Supplier shall be liable to GNV for compensation for damages arising from defects in the goods sold. 

2.5. Technical Documentation and Amendments 
2.5.1. The description of the technical characteristics of the goods or services required by GNV shall not exempt the Supplier from the obligation to provide economically advantageous and technically defect-free solutions. 
2.5.2. The Supplier shall promptly notify GNV in writing of any modification or improvement to the goods or the subject matter of the service deemed necessary or appropriate for the proper performance of the contract. 
2.5.3. Additional services or modifications carried out without the prior written authorization of GNV may not be invoked as grounds for any claim by the Supplier. 

3. Special Conditions for the Provision of Services

 

3.1. Service Performance Methods 
3.1.1. The services must be provided at the place and in the manner indicated in the order, complying, as applicable, with the necessary technical procedures, the relevant regulatory provisions, and safety measures. 
3.1.2. The Supplier must provide the services through its own organization of means and personnel; it may subcontract the provision of services to third parties only with GNV’s prior written consent. In the event of subcontracting, the Supplier shall not be released from its contractual responsibilities and from compliance with these Conditions. 

3.2. Performance of Activities at Areas Owned by or Available to GNV - Worker Safety Regulations, Supplier’s Civil Liability 
3.2.1. If the Supplier performs all or part of the services at areas owned by or available to GNV (e.g., in the case of installation), the Supplier undertakes to carry out such services in compliance with all applicable safety, prevention and protection regulations, occupational health, environmental protection and best technical practices, the observance of which it shall also require from its employees and any subcontractors. 
3.2.2. The Supplier therefore guarantees full compliance, by itself and by any subcontractors, with the Consolidated Safety Act (Legislative Decree 81/2008) and with the provisions issued by GNV. 
3.2.3. The Supplier must provide GNV with the name(s) of the person(s) within its organization, including their specific duties, appointed to fulfill the tasks referred to in Article 97 of Legislative Decree 81/2008. 
3.2.4. For verification purposes, the Supplier must, where necessary and upon request, provide all documentation required to demonstrate its technical and professional suitability. 
3.2.5. In the event of subcontracting, the Supplier must verify the technical and professional suitability of the subcontractors according to the same criteria set out above. 
3.2.6. The Supplier is required to carry out a careful and thorough inspection of the areas where the activities are to be performed, together with a GNV representative, and to sign the related joint inspection report. During the inspection, the work areas affected by the execution of the services shall be identified and delimited for the definition of any markings and signage. The services shall be performed by the Supplier with its own organization of means and personnel, without any relationship of employment and/or subordination with GNV. Therefore, the Supplier shall have full freedom and authority to organize its activities in the manner it deems most appropriate, provided that it strictly complies with the provisions of the Single Risk Assessment Document for Interference (D.U.V.R.I.) pursuant to Article 26 of Legislative Decree 81/2008 or the Safety and Coordination Plan (P.S.C.) pursuant to Article 100 of Legislative Decree 81/2008, including the file referred to in Article 91 of Legislative Decree 81/2008, where applicable. 
3.2.7. Pursuant to Article 70 of Legislative Decree 81/2008, all work equipment used by the Supplier must comply with the specific legislative and regulatory provisions implementing the relevant EU product directives. 
3.2.8. The management, technical assistance, supervision and control of the activities shall be carried out by a manager (or a substitute) to whom the Supplier has granted all necessary powers and authority, including the power to effectively represent it before GNV. 
3.2.9. The Supplier shall ensure that its employees and the employees of its subcontractors wear clothing or other agreed distinctive signs identifying the company and display the appropriate identification badge pursuant to Articles 18 and 21 of Legislative Decree 81/2008. The badge must include a photograph, the worker’s personal details, the employer’s name, the date of hiring, and the date of authorization for subcontracting. 
3.2.10. The Supplier shall ensure that its personnel and subcontractors comply with the prohibition on accessing facilities, departments and areas other than those where the work is to be performed and shall ensure compliance, where prescribed, with specific entry and exit routes. 
3.2.11. The Supplier shall be liable for all damages caused to property and/or to GNV and/or to third parties by its employees, collaborators, or by the personnel of any subcontractors during the performance of services in areas pertaining to GNV. For this purpose, the Supplier undertakes to take out, with a leading insurance company, appropriate RCT and RCO insurance policies (Third Party Liability and Employer’s Liability) with adequate coverage to cover all risks connected with the subject matter of the services and to provide GNV with a copy thereof. 
3.2.12. With regard to special waste, whether hazardous or non-hazardous, generated by the Supplier’s activities, the Supplier must, at its own care and expense, arrange for its treatment, transport and disposal at an authorized facility, providing, upon simple request by GNV, proof of compliance with all related obligations in accordance with the applicable legal provisions. 

4. Price, Payment Terms and Invoicing
4.1. The consideration due to the Supplier is indicated in the order and may not be modified. Value Added Tax is not included and must be applied (in accordance with the applicable legal provisions) to the amount of the consideration. 
4.2. The consideration is all-inclusive and shall be paid, following issuance of the relevant invoice, issued upon completion of the supply process, by bank transfer within 60 days end of month from the invoice date, unless otherwise specified in the purchase order. 
4.3. Payment of the invoice may take place provided that it has been issued in accordance with applicable regulations and contains, in addition to the information required by law, all information necessary for processing payment. In particular, the invoice must indicate: the GNV order number, description of the goods/services, quantity and unit price of the goods/services, currency and payment terms, and references to the DDT. If the invoice lacks one or more of the above essential information, GNV shall request the Supplier to make the necessary substantial amendments/additions, with consequent resetting of the payment terms starting from the date of receipt of the corrected invoice. It is understood that GNV shall not be held liable in any way for delays in payment resulting from such substantial irregularities. 
4.4. Please note the Unique Office Code A4707H7, which must always be included in the electronic invoice to allow the Exchange System (SDI) to correctly deliver the electronic invoice to our receiving office.  
Non-domestic suppliers must send a digital copy of the invoice to the following email address: amm-fornitori@gnv.it.
4.5. Invoices received with an incorrect VAT regime, or without reference to the nautical declaration protocol number where required, shall be rejected. The Supplier may not assign, either in whole or in part, to third parties any receivables arising from the contract. 

5. Obligations Arising from Employment Relationships 
5.1. For the performance of the contract, the Supplier must use adequately qualified and/or specialized personnel with whom it maintains an employment and/or collaboration relationship, in compliance with applicable regulations. With regard to the personnel employed, the Supplier must comply with all obligations arising from applicable laws and regulations concerning labor, social security, insurance and accident prevention, bearing all related costs; apply employment and remuneration conditions not less favorable than those resulting from collective labor agreements applicable to the relevant category and in the locations where the activities are carried out, as well as conditions resulting from subsequent amendments and additions; continue to apply the aforementioned collective agreements even after their expiration and until they are replaced, for the entire duration of the contractual relationship; comply with the obligations set out in collective labor agreements even if it does not adhere to the associations that signed them or withdraws from them; and provide, upon request by GNV within the timeframe indicated, all documentation proving fulfillment of the aforementioned obligations as well as, if requested, documentation relating to the notification to the competent social security institutions of the personnel employed and copies of the social security, welfare and insurance contributions paid. 
5.2. Failure to comply with the obligations referred to in point 5.1 above shall entitle GNV to terminate the contract pursuant to and for the purposes of Article 1456 of the Civil Code, by written notice to be sent to the Supplier by registered letter with return receipt or certified email, without prejudice to GNV’s right to claim damages. 

6. Compliance with GDPR Regulation 2016/679 - Processing of Personal Data 
6.1. Pursuant to and for the purposes of Article 13 of European Regulation No. 679/2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), hereinafter referred to as the “Regulation,” GNV shall collect, record, organize, store and use personal data, both electronically and in paper form, for purposes related to the performance of its corporate activities, and in particular for the Supplier’s participation in the selection process and the possible issuance and management of the supply contract, as well as for compliance with legal obligations related to the management of the same contract, for which the provision of personal data is mandatory. Such personal data may be disclosed to public and private entities relevant to the aforementioned purposes. The Supplier may exercise, with regard to the existence and processing of its personal data, the rights provided for in Article 12 of the Regulation. 
6.2. The Data Controller is Grandi Navi Veloci S.p.A., with registered office in Calata Marinai d’Italia, 90133 Palermo. 
The contact point for any clarification is: dpo@gnv.it 
The full privacy policy/information notice is available at the following web address: https://info.gnv.it/images/pdf/it/privacy.pdf
6.3. If 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, appoints the Supplier, pursuant to Article 28 of the Regulation, as Data Processor. The Processor confirms its direct and thorough knowledge of the obligations it undertakes in relation to the Regulation on the protection of personal data and undertakes to process personal data in full compliance with Article 28 of the Regulation and the instructions received from the Controller. The Supplier shall comply with the provisions of the Regulation and subsequent implementing rules, remaining solely responsible for all damages suffered by GNV as a result of non-compliance with said provisions. In particular, the Supplier undertakes to comply with the following instructions: 

1. it is authorized to process personal data for which GNV is the Data Controller exclusively for the intended purposes and shall act on the basis of detailed instructions that may be provided, where applicable, by GNV’s Contact Person; 
2. it shall mainly use IT tools, operating with logic strictly related to the purposes of the services it is required to provide, in strict compliance with applicable regulations, including those concerning data security; 
3. it shall adopt the necessary security measures, both physical and IT-related, to protect the integrity, storage and confidentiality of the data, particularly those defined as special categories under the Regulation. In particular, the measures established by the Regulation regarding minimum security measures (Article 32 of the Regulation) must be strictly observed. In addition, it shall adopt any further specific measures established by the Controller, subject to approval of the cost estimate submitted by the Processor regarding measures exceeding statutory requirements; 
4. it shall adopt all measures in line with the provisions of the Regulation to: comply with relevant regulations; establish an organizational model consistent with legal provisions; prevent foreseeable damage or irregularities; 
5. it shall identify all persons who, under its authority, materially carry out processing operations on personal data on behalf of the Controller and appoint them in writing as “authorized persons,” providing them, also in writing, with appropriate and comprehensive instructions on how to process the data; 
6. it shall provide adequate training to authorized persons on the obligations imposed by the regulations, with particular reference to the security measures adopted; 
7. it shall notify the Data Controller of any personal data breach immediately after becoming aware of it; 
8. it shall communicate to the Data Controller the name and details of its DPO, if appointed pursuant to Article 37 of the Regulation; 
9. it shall keep, where applicable, a written record of all categories of processing activities carried out on behalf of the Data Controller pursuant to Article 30 of the Regulation; 
10. it shall allow the Data Controller and its representatives to audit the systems used for processing and the related security measures, cooperating in such audits; 
11. it shall promptly notify the Data Controller in writing, attaching a copy of the request, if it receives requests from data subjects exercising their rights under Article 12 of the Regulation, assessing their legitimacy together with the Controller and coordinating with the Controller to satisfy legitimate requests; 
12. it shall ensure compliance and fulfill obligations, including formal ones, towards the Supervisory Authority (Italian Data Protection Authority), when required and within the applicable limits, and shall cooperate promptly, within its competence, both with the Controller and the Authority. In particular: it shall provide information on the processing operations carried out; allow access to the databases subject to processing; allow inspections; and take all necessary steps for the timely execution of temporary prohibitory measures; 
13. finally, it shall allow the Data Controller and its representatives to audit the systems used for processing and the security measures, cooperating in such audits. Upon request of the Controller, the Processor shall provide self-certification or certification – at the Controller’s expense – by specialized private entities in the field of security whose reliability is recognized 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 activities are excluded from audits. 

These instructions shall take effect upon signature of this document by the Supplier. 

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

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

8. Confidentiality 

With regard to any information, data or knowledge, whether of a technical, commercial or any other nature, including but not limited to: any document, drawing, technical specification, business strategy, provided by GNV to the Supplier for the performance of the services under 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 otherwise make available to third parties the Confidential Information and to use it solely for the purposes of performing the services under the Contract; (ii) copy, reproduce or duplicate the Confidential Information only to the extent necessary for the performance of the services under the Contract; (iii) promptly return or destroy, at GNV’s request, 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 subsequently becomes public through no fault of the Supplier shall not be considered Confidential Information. Pursuant to Article 1381 of the Civil Code, the Supplier undertakes to ensure that any subcontractors also comply with the above confidentiality obligations.

9. Intellectual Property 

The Supplier guarantees that the use of the goods and services supplied to GNV does not infringe any third-party intellectual property rights, undertaking to promptly settle any claims by third parties alleging infringement of their exclusive rights.  GNV shall be the full and exclusive owner of all results generated by the Supplier in the performance of the contract, such as, by way of example, inventions, industrial designs, know-how, software and any other results achieved in the execution of the contract.  GNV shall also be the full and exclusive owner of all economic rights arising from such results, including the right to apply for and obtain patents and any other form of protection – in Italy and abroad – provided for under applicable intellectual property laws, as well as the right to exploit and freely dispose of them without limitation. 

The Supplier undertakes to adopt 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 it is aware of the current legislation concerning the administrative liability of entities and, in particular, of Legislative Decree No. 231 of 8 June 2001, and that it has taken note of the organizational model adopted by GNV pursuant to the aforementioned legislation, available on the website https://www.gnv.it, with which it formally undertakes to comply. 

10.2. In this regard, the Supplier declares that it has adopted corporate procedures and issued instructions to its employees and/or collaborators suitable to prevent the commission, including attempted commission, of the offenses to which the sanctions provided for in Legislative Decree No. 231 of 8 June 2001 apply, as expressly indicated in the organizational model adopted by GNV, and undertakes to maintain their implementation for the entire duration of the contract. 

10.3. The Parties expressly agree that any breach, even partial, failure to adopt and/or ineffective implementation of the aforementioned corporate procedures/rules of conduct constitutes a serious breach of contract, as a result of which GNV shall have the right – upon sending a registered letter with return receipt or certified email communication to the Supplier – to: 

1. suspend performance of the contract (even where such breach becomes known through press reports) 
2. terminate the contract; without prejudice to the Supplier’s obligation to compensate any damage suffered by GNV and to indemnify and hold it harmless from any action or claim by third parties arising from the breach of this article. 

10.4. In order to ensure maximum protection, suppliers may use the following address https://areariservata.mygovernance.it/#!/WB/GRANDINAVIVELOCI to report, in the strictest confidence, any violation or suspected violation identified in their dealings with GNV. 

11. Management of Environmental Compliance  

11.1. In order to comply with environmental obligations in the performance of the supply of goods or services to GNV, the Supplier undertakes to comply with the provisions of Legislative Decree 152/2006 regarding environmental protection and waste disposal.

11.2. GNV reserves the right, in any case, to request from the Supplier appropriate documentation proving 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 point 3.1.2 above, the Supplier, as provided therein, shall remain responsible towards GNV for the proper fulfillment of all environmental obligations by its suppliers. 

11.4. Failure by the Supplier to comply with environmental obligations or any irregularities identified by GNV pursuant to point 11.2 above shall entitle GNV to terminate the contract pursuant to and for the purposes of Article 1456 of the Civil Code, by written notice to be sent to the Supplier by registered letter with return receipt or certified email, without prejudice to the right to claim damages. 

12. Right of Review / Audit at the Supplier’s Premises

GNV shall have the right to carry out any reasonable inspection or verification regarding the proper execution of the order by the Supplier, including at the Supplier’s premises. Therefore, the parties may be assisted by any expert or consultant of their choice. GNV shall inform the Supplier of the inspection date at least 10 calendar days prior to the inspection, and the Supplier must confirm in writing the date and place where the Goods will be made available. 

The Supplier may not refuse access to its site for verification purposes. If, following an inspection, any non-conformity of the Goods is found, GNV shall inform the Supplier, who must take all necessary corrective measures. Inspection of the Goods by GNV shall in no way release the Supplier from its liability or from its obligations under the law or the contract.

13. Applicable Law and Jurisdiction 

13.1. For matters not expressly governed by this document, the Law of the Italian Republic shall apply. 

13.2. Any dispute shall fall under the exclusive jurisdiction of the Court of Genoa, with the express exclusion of any other alternative or concurrent jurisdiction or arbitration. 

Pursuant to Article 1341 et seq. of the Civil Code, the Supplier declares that it has carefully read all the clauses set out above relating to these “General Terms and Conditions of Purchase for the Supply of Goods and Services” and, in particular, acknowledges and specifically approves those set out in the following articles: 

• 2.1 Orders; 
• 2.2 Deliveries; 
• 2.3 Testing of goods and services – Returns Management – Proper Functioning Warranty; 
• 2.4 Defects of the purchased goods; 
• 4 Price, Payment Terms and Invoicing; 
• 9 Intellectual Property; 
• 12. Right of Review / Audit at the Supplier’s premises
• 13. Applicable Law and Jurisdiction