Milano Brothers International Terms & Conditions

1.   PURCHASE ORDERS FOR PURCHASE, SALE, AND DELIVERY OF GOODS AND/OR ASSIGNMENT OF SERVICES

1.1 Purchase, sale and delivery of goods and/or the assignment of services shall be made on the grounds of separate purchase orders, which Milano at its sole discretion and after considering its needs and demands shall submit to the supplier.
1.2 Submission of the purchase order shall mean that Milano is making a proposal to the supplier and enter into contract.
1.3 The supplier shall accept or reject the purchase order in written form in no longer than3 (three) business days after receiving it. If within the term of the previous sentence,  the supplier has failed to make a statement or rejected the purchase  order, than the Purchase Order shall be deemed rescinded, save if the parties have agreed additional term for its acceptance by the supplier.
1.4 Acceptance of the purchase order shall be made by the supplier expressly in Written form. The Purchase order shall become binding upon and inure upon receiving by Milano of the statement of acceptance of the Purchase Order the supplier concurs with these General Terms and Conditions.
1.5 Milano is entitled to introduce changes to the Purchase Order andjor cancel it within the term under article 1.3 or within 5 (five) business days term after its acceptance as specified in article 1.4. The terms and conditions  for acceptance of the purchase order set out in article 1.3 shall apply to acceptance of the changed Purchase Order. In case of change or cancellation under this article, Milano shall not be liable  to the Supplier for any damages incurred due to the change or cancellation  of the Purchase Order.
 

2.   DELIVERY OF GOODS AND SERVICES. ACCEPTANCE

2.1 Unless otherwise agreed in Written form the supplier  shall deliver the goods to the place of delivery for the goods and/or shall perform the services at the place for performance of the services in working time.
2.2 Unless otherwise agreed in Written form the Supplier shall deliver the goods and shall perform the services on the delivery date. The delivery of Goods and/ or Services must be necessarily accomplished on the Delivery Date.
2.3 The supplier shall pack mark and secure the goods at his expense for the time period of their transportation to the Place of Delivery of the Goods until unloading and for the storage period until Acceptance by Milano.
2.4 Milano is entitled to reject partial deliveries unless otherwise agreed in written form.
2.5 If, due to any reasons Milano cannot accept the delivery the supplier shall preserve the Goods, guarantee their security, insure the Goods, and take any actions for protecting them from damages until the time of delivery. Milano shall reimburse the Supplier for the respective expenses incurred by the Supplier, providing the amount of those expenses have been approved by Milano in advance. Despite the prior approval the Supplier will justify the actual expenses incurred on the grounds of justification payment documents.
2.6 Acceptance of the Goods and/or Services. For acceptance of the goods and/or of the results of the Services the parties shall carry out tests in accordance with the Acceptance tests. The Acceptance tests aim to establish, confirm, and examine if the Goods and/or Services are in compliance with the Contract and the Standards. The Acceptance of Goods/Services by Milano shall not release the Supplier from the liability for hidden faults or for defects or flaws which are established in the process of use of the Goods/the result of the Services. Milano is entitled to reject Acceptance of Goods/Services which do not comply with the contract. If the Acceptance tests show that the Goods and/or the Services or any part thereof are defective or missing or do not comply with the Specifications and Standards beside incurring into liquidated damages the Supplier shall immediately remedy the defects or the incompliance. Afterwards, the Acceptance tests or such part thereof for which the parties have agreed upon shall be repeated in a reasonable period of time up to a maximum of 2 (two) repeated tests.
 

3.   TITLE TO OWNERSHIP AND RISK

3.1 Title to ownership shall be transferred and risk of damage or destruction shall pass to Milano upon Acceptance.
3.2 Title to ownership over materials subject of intellectual/industrial property rights created by the Supplier pursuant to the Purchase Order shall be vested with Milano.
 

4.    PRICES AND PAYMENTS

4.1 Milano shall pay to Supplier the Price of the Goods/ the Services in 30 (thirty) days as of the date of receiving of an invoice for the goods and/or Services along with the respective Acceptance protocol.

4.2 Milano shall be entitled to any set-off sums due by the Supplier to Milano

4.3 Unless otherwise agreed each invoice of the Supplier must include Purchase Order number, description of the Goods and/or Services, unit prices, total price of the Goods/total price of Services. Milano can reject payment and return invoices which do not contain any of the above listed items.

4.4 Payments of the Price shall not be considered as Acceptance by Milano.

4.5 In cases where  Purchase Orders are denominated in foreign currency and the payments are to be made in EURO /GBP whereas the exchange rate announced by the Bank for the day of payment shall apply save if the Purchase  Order or separate agreement expressly sets out that  the exchange rate of EURO /GBP for the day of issuing of the invoice shall be applied.

5.  WARRANTIES, WARRANTY LIABILITIES AND WARRANTY SUPPORT

5.1 The Supplier represents and warrants that the Goods:

a)   Are in good quality and fit for the purpose for which they are designed including any purpose which has been defined by Milano.
b)   Are free from any defects in the design, material, and workmanship.
c)   Conform to the Standards and Specifications.
d)   Conforms to the relevant legislation and requirements as to the Sale of Goods.
e)   Are manufactured with the due care and skill.
f)   The Goods are free of burdens and limitations and there are no third party rights tothe goods.

 

5.2 The Supplier represents and warrants that:

a)   Shall perform the service the Services in a qualitative manner with due care and skill.
b)   Shall provide suitable, qualified and experienced personnel, duly certified to perform the services
c)    Shall provide the services in a timely and efficient manner
d)   Shall conform strictly to Milano's requirements.
 
5.3 The Supplier represents and warrants that the sale or use of the Goods or the use of the Services does not infringe any intellectual Property Rights of a third party.

5.4  If any Goods or Services are not supplied or performed in accordance with the contract then  Milano, without prejudice to any of its other rights or remedies can require the Supplier to immediately replace the goods  or to render Services within  a reasonable time  period set by Milano OR to rescind the relevant Purchase Order  and  part  thereof and to require from the Supplier to refund the amount paid by Milano for the Goods or services not delivered not in accordance with the contract.

6.   LIABILITY AND INDEMNITY

6.1 The supplier undertakes to keep Milano indemnified and harmless against any liability, loss, damage and costs directly or indirectly arising out of or incurred or paid by Milano in relation to:

a)   Any damage to Milano's property and any claim for loss or damage to any third party due to Suppliers breach  or acts of omissions of Suppliers employees, subcontractors or agents arising out of the execution of the Purchase Order.
b)   The Goods do not conform to the required quality and do not fit for the purpose for which they were ordered or for other purposes defined by Milano
c)   Any defect or fault of the goods including defects in design, materials, and workmanship
d)   Failure of the Goods to conform to the Standards and Specifications
e)   Failure of the Goods to comply with all statutory requirements and regulations related to the sale of goods.
f)   Any encumbrances over the Goods
g)   Non-performance, improper performance or delayed delivery of Goods andServices.
h)   Any claim for infringement of any intellectual property Rights which arise as a result of the sale or use of the Goods

7.   TERMS OF CONTRACT, TERMINATION

7.1 The term of the contract shall be set out in the Purchase Order or shall be agreed in separate agreement in written form between the parties

7.2 Milano shall have the right to terminate a Purchase Order parts thereof

a)   If the supplier  fails to deliver the Goods or fails to provide the Services at the Delivery Date or at the place for delivery of the Goods or at the place for performance of Services

b)   If the Supplier delivers Goods/Services which are not in compliance with the contact

c)   If the Supplier commits breach of any of its obligations under the Contract.

7.3 In the above cases, if it is not stipulated that the time for delivery is of essence, Milano has the right to terminate the purchase order, upon elapse of additional time for performance, but not more than 7 days, notifying the Supplier that after the elapse of the additional term the purchase order shall be considered terminated. If it is agreed that the time for delivery shall be of essence, Milano shall have the right to terminate the Purchase Order immediately without granting additional time for performance.

7.4 Upon termination of a Purchase order or a part thereof, Milano shall have the right to

a)   Return to the supplier at the suppliers risk any of the goods and/or result of Services already delivered and to recover from the supplier the money paid by Milano in respect of such Goods/Services if any

b)   To recover from the supplier any additional expenditures incurred by Milano in obtaining other Goods and/or Services as well as to

c)   Collect liquidated damages under section 8, accrued to the date of termination to the Purchase Order or part thereof

7.5 Milano shall have the right to terminate the contract or the Purchase order  or any part thereof  by means of written  notice to the Supplier upon 30 (thirty) days notice.

8.   ASSIGNMENT, SUB-CONTRACTING

8.1 The Supplier shall not assign the contract or any part thereof without the prior written consent of Milano.

8.2 Milano shall be entitled to assign the rights and liabilities under this contract to any affiliate of Milano at any time or in favor of its successors.

8.3 Sub-contractors of the Supplier shall be accepted only upon prior written consent of Milano. The Supplier shall be liable for the actions of its subcontractors as if these were his own actions.

9.   FORCE MAJEURE

Neither party shall be liable to the other for any damage which may be suffered by the other party, due to any cause beyond the party's first reasonable  control including any act of God, severe weather,  war, acts of terrorism or riot. A Force Majeure Event shall not include any strike or lock-out, trade dispute or labor disturbance or the delay or failure in manufacture, production, or supply by third parties of the Goods or Services.

10. CORRECTIVE ACTION/NON CONFORMING PRODUCT /AS9120 REQUIRMENTS

10.1     When applicable Corrective Actions will be submitted within thirty (30) Days.

10.2      Supplier has 48 hours to notify Milano of Non-conforming Product.

10.3      Supplier has 48 hours from notification of Non-conforming product to replace Non- conforming Product

10.4      When applicable, Supplier must notify Milano of any changes to product, processes, suppliers or facilities within thirty (30) days of such changes.

10.5     As applicable, provide identification and revision status of components, specifications, drawings, inspection/verifications performed and other relevant technical data.

10.6      As applicable, provide statement that product requirements for design, test, inspection, use of statistical techniques for product acceptance were followed by the supplier.

10.7     As applicable, maintain quality records for at least three years, unless waived byMilano.

10.8     As applicable, allow "Right of Access" by MB, our customers, and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.

10.9      Comply with all other MB requirements as noted in the T&C's and/or noted on theMB Purchase Order.

Counterfeit Parts— Electronic Components/Services
Suppliers may only purchase electrical component and parts procured directly from the Original Component manufacturer (OCMs), the Original Equipment Manufacturer (OEMs), or through the OCM/OEM's authorized distribution chain unless first approved in writing by Cyril Bath through the submission and approval of a deviation / waiver. Any use of Non-Franchised Distributors (Brokers) or other sources is not authorized, unless first approved in writing by the submission and approval of a Cyril Bath deviation / waiver.

Material Substitutions
Unauthorized material substitutions are not permitted. Unauthorized material substitution includes any deviation from the design drawing, applicable specifications, product specification, form, size, shape, chemistry, melt method, origin, temper / condition, product testing or surface finish. Material substitutions shall be approved by ARIES manufacturing prior to being shipped.

6/12/2018