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Purchase order general terms and conditions

1. PURCHASE ORDER
The purchase order sent by SCAM s.p.a. to one of its Supplier, returned signed in acceptance and by way of confirmation of the purchase Conditions, is the integral manifestation of the agreements on the matter between SCAM s.p.a. of Modena and the Supplier itself and finalises the contract between the Parties. Any amendment shall only be made by means of a written document signed by the Parties.
To the contract thus finalised, these General Conditions of Purchase shall always apply, and shall prevail over any terms and conditions contained in any other confirmation, invoice or other communication of the Supplier. The same General Conditions of Purchase shall also apply to all subsequent purchase orders with the same Supplier, without its being necessary to specifically agree such applicability.

2. PRODUCT PRICE Purchase prices must be agreed in advance with the purchasing department and confirmed on the accepted purchase order. The purchase price is net of any value added tax, which shall be paid at the applicable legal rate for the product itself.
Any discounts, credit notes for goods and the like shall be calculated on the basis of the prices agreed in the accepted purchase order, excluding value added tax.
Any declaration of indemnity for VAT rates other than those applicable to the standard product must be attached to the accepted purchase order, signed and validated by the Purchasing Manager.

3. PRODUCT DOCUMENTATION
Each raw material or formulation must always be accompanied by the relevant documentation certifying the conformity of the product.
In particular, the safety data sheet in accordance with EU CLP regulation 453/2010 and, if applicable, the declaration of conformity with REACH regulation EC 1907/2006 shall be provided upon receipt of a new order. In addition, for each supply, the Certificate of Analysis (CoA) must always be provided, which may be attached to the delivery documents of the goods.
Sending the required documentation in the manner described above is an integral part of the purchase contract.
Failure or delay in fulfilling this obligation may result in the goods not being accepted. In the event of non-fulfilment or delay in fulfilling this obligation, or in the event of untruthful information, the Supplier shall be liable to pay compensation for the damage caused.
ADR classified products must be contained in approved packaging; furthermore, ADR classified goods must always be indicated at the time of purchase, so that carriers and warehouses can be adequately prepared for their delivery.

4. ORDER CONFIRMATION
Acceptance of the order signifies that the Supplier fully guarantee that the goods will be produced and prepared in compliance with applicable legal provisions and in particular those relating to the sector concerned.
In the case of an order for the supply of fertilising raw materials stored in bulk, acceptance of the order shall bind the Supplier to reserve the material necessary to execute the order of SCAM s.p.a., without any possibility of placing the product with third parties, until the order itself has been completely executed.

5. DELIVERY TERMS – FORCE MAJEURE
The delivery terms must be deemed binding for the Supplier.  SCAM s.p.a. shall be entitled to cancel the order if the deadline established for delivery has elapsed and the delivery has not taken place, or if the shipment of the material has not yet been carried out, without prejudice to any further right to compensation for damages suffered. In special cases, financial penalties may be provided for directly in the orders for delays in the established delivery terms. If more than one delivery is scheduled, SCAM s.p.a. may cancel the part of the order that has not yet been executed, including in the event of only one already-expired delivery not having been made.
In the case of fertilising raw materials purchased in bulk ex-works from the Supplier’s warehouse, the collection date indicated on the purchase order is not binding and only indicates the date of exemption from storage costs, stipulated in agreement with the Supplier. If the exemption date is exceeded, the purchase order shall not be cancelled, but only the storage costs shall be charged at the conditions usually applied by the Supplier, unless otherwise agreed in writing.
This shall be without prejudice to cases of force majeure agreed between the parties.
If a cause of force majeure occurs that delays or prevents delivery, the Supplier shall inform SCAM s.p.a. immediately and in any case within two days from its occurrence.
After fifteen days from the occurrence of the cause of force majeure, without its resolution, SCAM s.p.a. shall be entitled to cancel the order, without any costs or charges.
Even if the order is not cancelled immediately, SCAM s.p.a. shall retain the right to cancel if the cause of force majeure is not resolved after the expiry of the aforementioned period of fifteen days.

6. TRANSPORT DOCUMENT
The transport document (TD) must necessarily contain the article code indicated on the accepted order confirmation, the full name of the product, the weight found on loading, and the reference SCAM s.p.a. order number in the notes.
The TD accompanying the goods must necessarily indicate the lot number for each quantity of goods in the order; this information is necessary for the traceability programme and will be recorded when the goods enter the warehouse.  If this information is not provided, the goods will be blocked and unloading will not be allowed, with no liability for SCAM s.p.a..

7. INCOMING GOODS
SCAM guarantees the unloading of materials during the logistic acceptance hours: 8-12 // 13-15.30.
Deliveries must be notified at least 48 hours in advance for unloading authorisation; otherwise, entry into the warehouse cannot be guaranteed until after the end of the scheduled arrivals, or the following day.
The entry of goods into SCAM s.p.a., if all documentation has been correctly sent, is by priority of arrival at the acceptance office. It will not therefore be possible to make advance arrangements for unloading at set times.

8. PACKAGING
The cost of packaging, unless otherwise stated in writing on the order, shall be to the charge of the Supplier. The goods must be packaged in such a way as to ensure that they arrive at their destination in perfect condition. Any damages or shortages that SCAM s.p.a. considers to be the result of inadequate and insufficient packaging will be charged to the Supplier.
Where necessary, the use of suitably recognisable and printed packaging is required.
With regard to the purchase of fertilising raw materials packaged in large containers, the packaging must never arrive anonymous, but must always bear the initials of the product contained in it, printed on the outside in clear and easily visible letters. In addition, the containers must always be placed on a pallet, if this has been agreed at the time of purchase.
In the event of failure to comply with the requirements of this article, the products may be returned to the sender.

9. CONSULTANCY
Any advice given by the supplier at the time of purchase shall be deemed to be included in the obligations under the contract and in the price agreed for the supply of the goods.

10. ACCEPTANCE OF SUPPLY
Incoming goods will only be accepted by SCAM’s incoming goods control office if each parcel is accompanied by a packing list. Shipments consisting of several packages must always be accompanied by a summary list or, if this is included in one of the packages, the wording “contains summary list” must appear on the outside of the package.
The material shall also be subject to a quality check by SCAM s.p.a. pursuant to art. 11 below.

11. PRODUCT FAULTS
The Supplier is responsible for any defects affecting the sold product.
SCAM s.p.a. will check for any evident defects only at the time of arrival of the goods in the warehouse, whether the goods are sold Ex Works or Free at destination.
In case of goods sold Ex Works, the delivery of the product to the courier will not imply in any way the acceptance by SCAM s.p.a. of any evident defects.
The mere receipt of the product in the warehouse by SCAM s.p.a. shall not imply in any way the acceptance of any evident defects.
Notification by SCAM s.p.a. of possible defects of the product shall be made within fourteen days from the delivery of the product to the warehouse in case of evident defects and from their discovery in case of hidden defects.
If it is ascertained before use that even a small part of the product of a delivery does not correspond to the required characteristics, the delivery may be rejected in whole or in part.
If the defective product is nevertheless partly used, only the price of the goods deemed suitable shall be due.
If a product is defective and/or does not meet requirements, including only partially, SCAM may ask for it to be withdrawn and replaced immediately at the expense of the Supplier, replacing it at the same conditions of purchase, as in the initial order, without prejudice to SCAM s.p.a.’s right to request a price reduction, to opt for the termination of the contract of sale, if the conditions exist, and without prejudice to the right to claim damages.
If defects or lack of quality of the supplied product are detected, SCAM s.p.a. shall be entitled to suspend the payment of the Supply until the product has been replaced, or the relative dispute has been settled by consensual agreement, or by an enforceable judicial measure.

12. PRINTING EQUIPMENT AND SYSTEMS
Any logos, wording and printing systems supplied by SCAM s.p.a. to the Supplier to be used on the packaging and on the packages of the products are and remain the property of SCAM SPA and shall not be used for Products to be sent to other customers.

13. FORMS OF PAYMENT
Payment for the materials or services forming the subject of the purchase order shall be made exclusively in accordance with the terms of the purchase order. Payment of the supply does not replace acceptance of the supplied material. In the event of an ongoing dispute, payments may be blocked pending resolution, in accordance with art. 11.

14. BILLING
A courtesy copy of the Supplier’s invoices shall be sent by email to SCAM s.p.a. at the following email address: fatturefornitori@scam.it.
The details of the individual items, descriptions of goods or services and reference numbers (article number, transport document number, delivery dates) on the Supplier’s invoices must correspond to what is shown on the order. Applicable taxes, duties and levies must be indicated separately.

15. PENALTIES
If the order contains a penalty for late delivery of the product or for non-performance of the supply, this shall always be without prejudice to compensation for any further damage.

16. PARTIAL INVALIDITY
The invalidity, including partial, of any of the provisions of these General Conditions of Purchase shall not affect the validity of the remaining clauses.

17. LAW – JURISDICTION – COMPETENT COURT
The contract deriving from the acceptance of the purchase order shall be governed by Italian law.
Any dispute relating to the validity, execution or termination of the supply shall be subject to Italian Jurisdiction and the exclusive competence of the Court of Modena.

18. PROTECTION OF PRIVACY and DATA PROTECTION (reg. 2016/679)
The personal data collected will be processed to execute the order, or to fulfil a legal obligation and, in any case, in compliance with the relevant privacy regulations. The data will be processed for the entire duration of the contractual agreement and also subsequently, to the extent necessary to fulfil legal obligations and for administrative purposes. At the end of the mandatory documentation storage period, the information will be deleted from our computer media or destroyed. Complete and up-to-date information can be requested from the relevant office in SCAM SPA. The Data Protection Officer (DPO) may be contacted at the following address: info@scam.it.

19. PLACE OF PERFORMANCE
Unless otherwise agreed in writing, the place of performance for delivery and payment shall be: SCAM s.p.a., Strada Bellaria 164, 41126, Modena, Italy.