ART. 1) SCOPE OF APPLICATION:
These General Conditions apply to the purchase of goods and to contracts for works and services entered into by Bre-Men Italia S.p.A., hereinafter referred to as “Bre-Men”, unless expressly derogated from in the relevant order. They shall be deemed fully accepted by the Supplier upon acceptance of the order. Any conflicting clause introduced by the Supplier in quotations, general conditions of sale, invoices or correspondence shall therefore be deemed null and void unless Bre-Men has expressly confirmed the relevant amendment to the order in writing.

ART. 2) GENERAL REQUIREMENTS:
All Bre-Men suppliers must:
Notify Bre-Men of any process and/or product non-conformities relating to orders issued by Bre-Men and await our approval before proceeding with subsequent processing or shipment.
Provide the EN 10204 3.1 / 3.2 material certificate issued by the steel mill and/or the certificate relating to the processing carried out before delivery of the material.
Comply with the requirements identified at the time of ordering and supply only genuine, compliant and/or approved material.
Comply with international requirements concerning minerals originating from conflict-affected areas (“conflict minerals”) and with all legislation applicable to the product or process.
Retain all documentation relating to production, traceability, etc. for at least 10 years after delivery, or, where required, provide such documentation to Bre-Men at the time of shipment.
Grant access, where required, to Bre-Men personnel, Bre-Men customers and governmental authorities in connection with an order or potential order.
Maintain ethical conduct towards Bre-Men with regard to the products supplied and processes performed.
These requirements must also be communicated and applied throughout the Supplier’s subcontracting and sub-supply chain.

ART. 3) LEGISLATIVE DECREE 231/2001 ORGANISATIONAL MODEL AND CODE OF ETHICS:
In consideration of the Organisational Model pursuant to Italian Legislative Decree 231/2001 and in compliance with the Bre-Men Code of Ethics, by accepting this order, including tacitly, the Supplier declares its awareness of and active commitment to the following principles:
Rejection of all forms of direct or indirect discrimination based on race, ethnicity, religion, political opinions, nationality, gender, age, sexual orientation or disability, in accordance with the principles established by Italian Legislative Decree 198/2006 and applicable European legislation.
Environmental protection, through compliance with applicable environmental legislation and the adoption of responsible conduct aimed at preventing and reducing the environmental impact of its production and logistics activities.
Protection of gender equality, guaranteeing equal opportunities, dignity and working conditions to all employees regardless of gender, in accordance with the principles of UNI/PdR 125:2022 Certification, where applicable.

ART. 4) SUPPLIER RESPONSIBILITIES:
The Supplier is responsible for independently carrying out the commissioned supplies, works and services, managing its own means and resources at its own risk.
The work must be carried out in a professional and workmanlike manner, according to the procedures and at the locations agreed between the parties and within the time limits specified in the Bre-Men order; comply with the technical specifications set out in the order and in any other documents exchanged between the parties, including contractual specifications; and be carried out using materials of the highest quality.
The Supplier shall be solely responsible for the conduct of its employees, according to the broadest interpretation of Article 2049 of the Italian Civil Code, in the event of damage to persons or property belonging to Bre-Men or third parties.
The Supplier undertakes to implement all measures necessary to prevent any form of pollution in connection with the work to be performed.
The Supplier undertakes to remove, at its own care and expense, all waste generated in the performance of the activities covered by the contract.

ART. 5) WORKER HEALTH AND SAFETY:
Bre-Men shall promote cooperation and coordination with the Supplier for the prevention of and protection against occupational risks. Where required by the nature of the contract, Bre-Men shall provide information documentation, in accordance with Italian Legislative Decree 81/2008, as subsequently amended and supplemented, concerning the specific risks existing in the workplaces in which the Supplier is required to operate.
The Supplier undertakes to comply with the applicable health and safety requirements and to bring them to the attention of its own employees and of any company operating under an authorised subcontract.

ART. 6) MANAGEMENT OF EMPLOYEES BY THE SUPPLIER:
The Supplier undertakes to perform the works and services exclusively through duly employed personnel and to strictly comply with all applicable legal provisions.
In particular, by way of example, the Supplier undertakes to: pay its personnel remuneration not lower than that established by the collective bargaining provisions applicable to the relevant employment category, without prejudice to the mandatory minimum remuneration and regulatory treatment established by Article 3, paragraph 1, of Italian Law no. 1369 of 23 October 1960; provide, under its own responsibility, insurance coverage for occupational accidents, sickness benefits and Social Security; and obtain prior authorisation, through the appropriate form, for “special risk work” where required by the nature of the activity performed.

ART. 7) PLACE OF DELIVERY AND TRANSFER OF RISK:
Unless otherwise specified in the purchase order, the goods shall be delivered to the Bre-Men warehouse. The risks of damage to or loss of the goods shall pass to Bre-Men only when the goods are received by Bre-Men at its warehouses, even where the transport costs are borne by Bre-Men. Packaging must be suitable for its intended purpose and neutral, without any identification of the manufacturer or distributor. Unless otherwise agreed, all packaging costs shall be borne exclusively by the Supplier.

ART. 8) ESSENTIAL NATURE OF DELIVERY DEADLINES:
The delivery deadlines specified in the order are essential. In the event of failure to comply with the delivery deadlines, even in respect of only part of the order, Bre-Men shall be entitled to terminate the contract by giving notice to the Supplier at any time by registered letter and to purchase the relevant goods on the market at the then-current price at the Supplier’s expense, without prejudice to Bre-Men’s right to compensation for any additional damages.

ART. 9) SHIPPING DOCUMENTS:
All goods must be accompanied by a Delivery Note. Such document shall be considered essential for the performance of the relevant purchase order. Each Delivery Note shall relate to the goods covered by one order only and shall include all of the following information: Supplier’s company name and address; number of the order to which the delivery refers, specifying, in the event of partial delivery, whether it represents the final balance or a partial delivery; description and Bre-Men material code; units of measurement and quantities of the individual goods; name of the carrier; and shipment date.
The Delivery Note shall also comply with the requirements set out in Presidential Decree no. 627 of 6 October 1978 and the Ministerial Decree of 29 November 1978, Official Gazette no. 355 of 30 November 1978.
The applicable delivery terms shall be those specified in the Bre-Men purchase order.

ART. 10) ACCEPTANCE OF GOODS AND WARRANTIES:
The Supplier guarantees that the supply is free from defects and that the works and services have been performed in a professional and workmanlike manner.
Taking delivery of the ordered products does not constitute acceptance of the goods. Acceptance shall take place only after Bre-Men has verified the integrity of the goods and their conformity with the order. The Supplier guarantees the proper functioning of the supplied products for a period of 12 months from acceptance of the goods. Notwithstanding the provisions of Article 1495, first paragraph, of the Italian Civil Code, Bre-Men may report defects when it becomes aware of them.
In the event of defective products or services, or products or services that do not comply with the specifications set out in the relevant order, Bre-Men shall be entitled to: repair or replace the products or re-perform the defective or non-conforming services itself, with all costs charged to the Supplier; request that the Supplier replace or repair the products or re-perform the defective or non-conforming services at its own care and expense; or reject the defective or non-conforming products or services, or the entire batch of which they form part, without accepting replacement goods, deducting the relevant price from the amounts due or obtaining reimbursement of such price from the Supplier.
For completed works or services, Bre-Men and the Supplier shall carry out the agreed acceptance tests in order to verify compliance with the applicable specifications. In the event of non-conformity, the Supplier shall be required, at its own care and expense, to perform all activities necessary to bring the completed works or services into compliance. Acceptance may take place only following the successful completion of the agreed testing procedures. From the date of successful acceptance testing of the works and services, the Supplier shall provide a 12-month warranty for proper operation.

ART. 11) ACCESS TO BRE-MEN INFORMATION SYSTEMS:
Except to the extent necessary for the performance of this contract, the Supplier, its employees and any authorised subcontractors are prohibited from using any confidential information belonging to Bre-Men, whether in written, oral, electronic or any other form, obtained directly from Bre-Men or prepared or discovered during the performance of this contract through access to Bre-Men data or systems or while on Bre-Men premises. Disclosure of such information to third parties is also prohibited. For the purposes of this contract, “Confidential Information” includes, without limitation, any product, data, result or information designated by Bre-Men as confidential; all information and data concerning or relating to Bre-Men products, processes or business operations generally, including its organisational structure and employee lists; and all other information obtained through access to data or information systems which, unless otherwise specified, by its nature may reasonably be considered confidential or proprietary.
Access to data or systems is granted solely for the purpose of facilitating the business relationship described in this contract and is limited to the specific data or systems, periods and personnel designated by the Supplier and separately agreed between Bre-Men and the Supplier.
Access is subject to Bre-Men’s IT security controls, procedures, standards and guidelines. The use of any other data or system, or access during other periods or by personnel not authorised by Bre-Men, is expressly prohibited. This prohibition also applies where data or systems to which the Supplier is authorised to have access provide access to other data or systems falling outside the Supplier’s authorised scope. Notwithstanding the foregoing, the Supplier undertakes to implement appropriate security measures to comply with the above obligations and to ensure that the access granted does not adversely affect the integrity or availability of Bre-Men data or information systems. Subject to reasonable prior notice, Bre-Men reserves the right to audit the Supplier’s activities in order to verify compliance with these obligations.
The obligations set out in this Article shall be perpetual and shall survive the expiry or termination of this contract. The provisions concerning use and disclosure shall not apply to information that: was lawfully known to the Supplier before disclosure by Bre-Men; is lawfully obtained by the Supplier from third parties; is or becomes publicly available without restriction; or is disclosed by the Supplier with Bre-Men’s prior written consent.
The Supplier undertakes to inform every employee and any authorised subcontractor performing work under this contract of the obligations contained herein and to obtain their acceptance of such obligations.

ART. 12) SUBCONTRACTING:
The Supplier is expressly prohibited from subcontracting all or part of the commissioned works or services without Bre-Men’s prior express written authorisation.

ART. 13) EARLY TERMINATION:
In addition to the provisions referred to in Articles 6 and 8, Bre-Men shall be entitled to terminate the contract early at any time if the Supplier is subject to insolvency proceedings, including extraordinary administration, or, where the Supplier is a company, commences liquidation proceedings; or fails to comply with the following provisions of this contract: Articles 2, 4, 5, 6, 7, 8, 9 and 10.
Termination shall take effect from the date on which Bre-Men notifies the Supplier thereof in writing.

ART. 14) DURATION:
The contract shall remain in force for the period specified in the Bre-Men order. Tacit renewal upon expiry is not permitted.

ART. 15) PRICES:
The price of the products, services and works shall be the price specified in the order.
Unless otherwise agreed in writing, prices shall be fixed and not subject to variation for the entire duration of the contract, irrespective of the occurrence of circumstances of any kind, including unforeseeable circumstances, which may affect costs. The application of Article 1664 of the Italian Civil Code is therefore expressly excluded.

ART. 16) INTELLECTUAL PROPERTY RIGHTS:
“Intellectual Property” or “IP” means all inventions, patents, including without limitation divisions of applications, reissues, re-examinations, term extensions, renewals and any corresponding foreign rights, works of authorship, copyrights, including without limitation registrations, applications and derivative rights, trademarks, including without limitation service marks, trade dress and any other marks identifying a product or part thereof, designs, processes, mask works, trade secrets, domain names, proprietary technical information and other similar tangible and intangible information, whether registered, unregistered, registrable or non-registrable.
“Pre-existing IP” means IP conceived or developed prior to or independently of the performance of this order. The Supplier retains all right, title and interest in any pre-existing IP. The Supplier shall not use any pre-existing IP in connection with this order unless it has first obtained from the relevant owner all rights necessary to enable the Supplier to fully comply with the terms of this order.
The Supplier agrees to irrevocably assign and transfer to Bre-Men all worldwide IP rights arising from the Services. Bre-Men shall bear the costs of any reasonable requests made to the Supplier to execute documents and take such further actions as may reasonably be required by Bre-Men to perfect and register such assignment.
The Supplier grants Bre-Men a non-exclusive, worldwide, royalty-free, irrevocable, perpetual and transferable licence, including the right to grant sublicences, to any pre-existing IP to the extent necessary to enable Bre-Men to fully enjoy and commercially exploit the results arising from the Services as reasonably contemplated by the order.
Any drawings, specifications, standards, tables, technical documents, samples and specific equipment made available by Bre-Men to the Supplier shall remain the exclusive property of Bre-Men and may only be used for the performance of the relevant orders. Except for the purpose of performing the order, the Supplier may not copy, reproduce, transmit or permit third parties to use such materials without Bre-Men’s prior written authorisation.
The Supplier undertakes to indemnify and hold Bre-Men harmless from any liability or claim arising from the exploitation or alleged infringement of patent rights relating to industrial inventions or models used by the Supplier in performing the order. If any person prevents or attempts to prevent Bre-Men from using the supplied material, the Supplier shall conduct the defence at its own risk, care and expense. At Bre-Men’s option, the Supplier shall modify the allegedly infringing works or services by replacing them with similar products or services suitable for the same intended use and free from patent infringement.

ART. 17) INVOICING AND PAYMENTS:
The invoicing method and payment terms shall be those specified in the order. Under no circumstances may invoicing take place before completion of the applicable testing procedures and acceptance of the works by Bre-Men.
Original invoices must be accompanied by a copy for administrative purposes and shall be made out and addressed as specified in the order. Each invoice must refer to one order only and include the following information: Delivery Note number; order number to which the invoice refers; the same description used in the relevant Delivery Note; and the applicable payment terms. Invoices that do not comply with this provision shall be returned to the Supplier.
Payments shall be made only against duly issued invoices in accordance with the procedures described above. In any event, payments made before delivery shall be considered provisional advance payments. The Supplier shall have no right to retain them until the works or services have been fully completed.

ART. 18) GENERAL PROVISIONS:
The Supplier is expressly prohibited from making, for its own benefit or for the benefit of third parties, any advertising or communication referring to this contract.
Neither party may assign this contract or any rights arising from it without the other party’s written consent. However, Bre-Men and its successors and assigns may assign or transfer this contract or the obligations arising from it without the other party’s consent: 1) to any company within the Bre-Men group directly or indirectly controlled by Bre-Men or its successors and assigns; or 2) in connection with the transfer of a business unit for any reason, demerger, reorganisation, transfer of business or change of ownership relating to a business unit.
Insurance: During the period in which services are supplied to Bre-Men, the Supplier undertakes to obtain and maintain adequate third-party liability insurance coverage for personal injury and property damage in an amount sufficient to protect Bre-Men against such events. The Supplier shall also ensure that such coverage complies with all applicable laws, regulations and orders. In addition, the Supplier shall maintain insurance coverage customarily maintained by businesses of a similar size carrying out operations similar to those of the Supplier in the jurisdiction or jurisdictions in which the Supplier operates.
This order shall be governed by Italian law. The court having exclusive jurisdiction over any dispute arising from or relating to the order shall be the court specified in the order or otherwise agreed in writing by the parties.

ART. 19) INFORMATION ON THE PROCESSING OF PERSONAL DATA:
Pursuant to Article 13 of Italian Legislative Decree 196/2003, the Supplier is informed, with regard to the personal data provided to Bre-Men, that Bre-Men is the Data Controller and that the persons responsible for processing are indicated in a specific list available from Bre-Men upon request; that the data shall be processed electronically and stored in company databases; that the data shall be processed for the purposes of supplier qualification and performance of the contract; that the data may be disclosed to Bre-Men customers or other suppliers where necessary for the purposes of the contract and subject to strict confidentiality obligations; and that providing the data is optional, but failure to provide it will make it impossible to qualify the Supplier and establish the contractual relationship.
By accepting these General Conditions, the Supplier consents to the processing of its personal data in accordance with the information provided above.