General Conditions of Purchase
These conditions apply on the whole to any contractual relationship involving the purchase of goods and services, with the exception of the following cases: a. where one or more clauses herein are incompatible with the particular type of purchase; b. where the Parties waive in writing, expressly and specifically, any clause or clauses contained herein.
Art. 1 Definitions
1.1 For the purposes of this document: - Conditions means the General Conditions of Purchase indicated in this document.
- Purchaser means Luxury Pets
- Supplier means Purchaser’s counterpart in each single commercial transaction. Supplier declares to be compliant with any laws and regulations in force from time to time.
- Goods means the object of acquisition by Purchaser, including without limitation, raw materials, finished and unfinished products, and services.
- Contract means the written document specifically intended to regulate the contractual relationship arising from negotiations between Purchaser and Supplier.
- Contractual Relationship means the ties that bind Purchaser to Supplier for realisation of a common interest.
- Order means the purchase order, that is the document showing formal acceptance of Supplier’s offer and that binds Purchaser to make the purchase.
- Offer means the document presented by Supplier to Purchaser containing a proposal for purchase.
- Request for Offer means the verbal or written request made by Purchaser concerning a specific purchase need.
- Parties means Purchaser and Supplier.
Art. 2 Conventional form of additions and waivers to these Conditions
2.1 Any agreement that may add to or amend the clauses in these Conditions, or that constitutes a waiver of such, shall be valid only if made in writing.
2.2 These Conditions completely summarise and supersede any prior understanding and agreement either oral or written between the Parties, as regards General Conditions.
2.3 All references to laws, regulations, rules and provisions in general and/or to measures by the authorities refer to those in force, it being expressly agreed that any change, revision, amendment or adjournment shall automatically entail the obligation of the Parties to adhere to the new situation of fact and law. As for contractual risk, Supplier assumes, at its exclusive charge, the risk of being obliged to make any type of investment necessary and/or useful for adhering to any change, revision, amendment or adjournment as aforesaid.
2.4 Any violation and/or behaviours different from that established in these Conditions, whether tolerated or uncontested by Purchaser, shall not constitute a departure from these Conditions nor a precedent to be referred to, and moreover, shall not be interpreted as Luxury Pets’s tacit acceptance of such violation.
2.5 Neither Party shall be liable where the performance of its obligation should become impossible for exceptional circumstances or causes of force majeure.
2.6 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto or constitute or be deemed to constitute either party agent or employee of the other party for any purpose whatsoever and neither party shall have any authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
2.7 Each Contractual Relationship shall be regulated by these Conditions and, for any matter not expressly provided and/or waived, by the Italian Civil Code and/or any laws governing sales and purchases in force at the time of sending the Order. These Conditions shall not discharge Supplier of its obligations under the law, nor those arising from measures by the authorities and, generally, neither its obligation to perform with diligence and professionalism.
2.8 The Supplier acknowledges that the Purchaser has developed for its own and the Luxury Pets Group a Code of Ethics to ensure that the fundamental values of Luxury Pets are clearly defined. These values are the basic element of the corporate culture, and the standards of conduct to whom all staff shall conform in the conduct of their affairs and activities. The Code is therefore all the rights, duties and responsibilities through which Luxury Pets recommends, promotes or prohibits certain behaviours. Supplier, said the above, says:
i) having viewed the text of the Code of Ethics available at the Internet address: www.Luxury Pets.com;
ii) to observe the principles contained in it.
Art. 3 Contractual Documents
3.1 Each purchase by Purchaser may be made formal using, for example, the following documents: • Request for Offer • Offer • Signed Conditions • Order • Contract
3.2 The Conditions are delivered by Purchaser to all its suppliers, who must read them carefully, sign them and send the signed copy back to Purchaser; thus, the signed Conditions constitute an integral and substantial part of all documents regulating the Contractual Relationship between Purchaser and Supplier, without any need for explicit reference thereto.
3.3 Conditions communicated and accepted by Supplier shall not bind Purchaser nor shall be suitable for creating valid expectations concerning any possible negotiations, or the conclusion of subsequent purchases.
3.4 Where the Parties enter into a specific Contract for the purchase of Goods, these Conditions shall automatically apply and form an integral and substantial part of such Contract, without any need for explicit reference thereto.
3.5 If there should be any inconsistencies between the Order and/or Contract and the clauses in this Conditions, the contents of the former shall take precedence over the latter.