General Conditions of Purchase

Art. 1 – Subject Matter and Scope of Application

1.1 These General Conditions of Purchase (“General Conditions”) govern all purchasing relationships concerning goods, materials, products, components, packaging, containers, vessels, jars, works, and services carried out by RDM PACK S.R.L., with registered office in Via Pasubio 12, 20026 Novate Milanese (MI), Tax Code/VAT No. 11759670158, hereinafter referred to as the “Buyer”, towards its suppliers (“Supplier”).

1.2 These General Conditions form an integral and substantial part of every purchase order issued by the Buyer, unless expressly provided otherwise in the order or in another written agreement between the parties.

1.3 Any general conditions of sale or supply of the Supplier shall apply exclusively if expressly accepted in writing by the Buyer. In the event of a conflict, the conditions specifically agreed upon in writing between the parties shall prevail.

1.4 The sending of the order by the Buyer and its acceptance by the Supplier imply the acceptance of these General Conditions.

Art. 2 – Purchase Orders

2.1 The Buyer's orders are issued in writing and report, where applicable, the description of the requested goods or services, quantities, prices, delivery or execution terms, place of delivery, and any other relevant specification.

2.2 The Supplier is required to promptly verify the correctness and completeness of the order and to communicate any disputes or requests for modification in writing.

2.3 Unless otherwise indicated in the order, acceptance of the order must take place within 2 (two) days of its receipt. In the absence of written communication within this term, the order shall be deemed binding and fully accepted.

2.4 Acceptance of the order without reservations implies full acceptance of the conditions contained therein and of these General Conditions.

2.5 Any modifications, additions, or derogations to the order must be previously approved in writing by the Buyer.

Art. 3 – Prices

3.1 The prices indicated in the order are understood to be fixed and binding, unless otherwise agreed in writing.

3.2 Unless otherwise indicated, prices include all costs necessary for the proper execution of the supply, including packaging, handling, documentation, labelling, markings, declarations, certifications, and any other agreed ancillary charge.

3.3 The Supplier may not apply costs, surcharges, expenses, or fees not expressly agreed upon in the order.

3.4 Any price variations must be previously agreed upon in writing and cannot be applied retroactively to already confirmed orders, unless otherwise agreed in writing.

Art. 4 – Terms and Methods of Delivery

4.1 The delivery terms indicated in the order are binding.

4.2 The Supplier is required to promptly communicate to the Buyer any circumstance that may cause a delay in delivery or in the performance of the service, indicating its causes and expected duration.

4.3 The communication of a possible delay does not exonerate the Supplier from its contractual responsibilities.

4.4 Unless otherwise agreed, deliveries must be made to the place indicated in the order and during the hours communicated by the Buyer.

4.5 Partial deliveries are permitted exclusively with the prior agreement of the Buyer.

4.6 In the event of a delay imputed to the Supplier, the Buyer reserves the remedies provided by the order and the contractual relationship, as well as compensation for any damages suffered.

4.7 Where provided for in the order, the delivery must comply with the specifications indicated therein, including delivery terms (incoterms), place, deadlines, unloading methods, batch number, transport document (DDT), anonymization of packaging, and labels requested by the Buyer.

Art. 5 – Packaging, Labelling, and Documentation

5.1 The products must be adequately packed and protected in relation to their nature, methods of transport, preservation requirements, and intended use.

5.2 The Supplier is liable for damages resulting from inadequate packaging or packaging that does not comply with the requirements of the order, technical specifications, or applicable regulations.

5.3 Each delivery must be accompanied by the documentation provided for by the order and applicable regulations, including, where requested: transport documents (DDT), updated technical data sheets, declarations of conformity, certificates, instructions for use, safety information, documentation on material composition, recyclability, recycled content, reusability, or compostability characteristics, where relevant.

5.4 The documentation must allow full identification and traceability of the supplied products, production batches, materials used, components, manufacturing plants and, where relevant, the sub-suppliers involved, also in full compliance with the regulations provided for by EU Reg. 2025/40.

5.5 For packaging or containers intended for the food sector or otherwise intended to come into food contact, the Supplier must make available to the Buyer every technical and declaratory document necessary to demonstrate the conformity of the product to its intended use.

5.6 Where provided for in the order, the Supplier must indicate the batch number on each package and on the transport document (DDT), use anonymous packaging without references to the Supplier, and apply exclusively the labels requested by the Buyer.

5.7 Where applicable, the Supplier must provide and update the information necessary for the Buyer to correctly fulfill the packaging and end-of-life labeling obligations provided for by EU Reg. 2025/40 and subsequent amendments and additions.

5.8 If the supplied product includes packaging subject to markings, symbols, codes, or digital data carriers provided for by the applicable discipline, the Supplier guarantees their correctness, legibility, durability, and consistency with the technical documentation.

Art. 6 – Quality, Regulatory Compliance, and Supply Technical Requirements

6.1 The goods and services supplied must comply with the provisions of the order, agreed technical specifications, drawings, specification manuals, approved samples, and applicable regulations.

6.2 The products must be suitable for their intended use and feature the agreed quality and performance characteristics.

6.3 The Supplier guarantees that the supplied products comply with current legislation applicable to the specific type of product and its intended use.

6.4 With particular regard to packaging and containers, the Supplier guarantees that the delivered products comply with applicable requirements regarding:
- substances contained in packaging;
- recyclability;
- recycled content, where applicable;
- compostability, where declared or requested;
- packaging minimization;
- reusability, where provided;
- labeling and packaging information (UE regulamentation 2025 40.pdf).

6.5 For products intended for food uses, the Supplier also guarantees that they are suitable for the specific destination communicated by the Buyer in the order or technical specifications and that the technical, declaratory, and identifying information provided is complete, true, updated, and consistent with the product actually delivered.

6.6 Any modification concerning materials, components, technical characteristics, additives, coatings, inks, adhesives, production process, production site, or sub-suppliers that may affect the conformity of the supply must be previously communicated and, where requested by the Buyer, subject to written approval.

6.7 In the absence of prior communication and, if requested, prior approval from the Buyer, the modified supply may be considered non-compliant.

6.8 Where the order contains technical, dimensional, weight, packaging, tolerance, labelling, marking, traceability, or certification requirements, such requirements shall be of an essential nature for the purposes of the conformity of the supply.

Art. 7 – Controls, Inspections, and Acceptance

7.1 The Buyer may carry out checks on the goods and services received, either directly or through appointed parties.

7.2 The inspection of goods at the time of delivery does not exempt the Supplier from its liabilities for vices, defects, non-conformities, or deficiencies that are not immediately detectable.

7.3 The Buyer may request from the Supplier, even after delivery, an updated copy of the technical and declaratory documentation relating to the supplied products, as well as clarifications or evidence useful for verifying conformity.

7.4 Acceptance of the supply does not constitute a waiver by the Buyer of rights deriving from any vices or non-conformities subsequently found.

7.5 In case of non-conformity, including documentary, informational, or labelling non-conformity, the Buyer may request, depending on the case: documentary integration, replacement of the supply, withdrawal of the goods, suspension of further deliveries, price reduction, termination of the order, and/or compensation for damages.

Art. 8 – Warranty

8.1 The Supplier guarantees that the goods and services supplied are free from vices, defects, and non-conformities and that they comply with the agreed characteristics and specifications.

8.2 The Supplier's warranty also extends to the correctness, completeness, traceability, and updating of the documentation and declarations transmitted to the Buyer in relation to the supplied products.

8.3 The Supplier also guarantees compliance with any warranty periods expressly provided for in the order, contract, or applicable legislation.

8.4 In the event of a dispute for vices, defects, non-conformities, or documentary deficiencies, the Supplier shall take prompt action at no cost to the Buyer.

8.5 Should the non-conformity make it necessary to recall, withdraw, replace, repackage, rework, segregate, commercially block, or manage complaints relating to the purchased products or the Buyer's products that incorporate or use them, the Supplier shall be bound to cooperate without delay with the Buyer and to provide all necessary documentation and assistance.

Art. 9 – Invoicing and Payments

9.1 Invoices must be issued in compliance with the methods and terms indicated in the order and the applicable tax regulations.

9.2 Each invoice must report at least the purchase order number and any further references requested by the Buyer.

9.3 Payment will be made according to the terms agreed upon in the order.

9.4 In the event of disputes relating to the supply or the invoice, the Buyer may suspend payment of the part affected by the dispute.

9.5 Payment does not constitute definitive acceptance of the supply nor a waiver of the Buyer's rights regarding vices, defects, or non-conformities.

9.6 Where indicated in the order, payment will take place according to the specific condition reported therein; with the clarification that bank receipts (RI.BA.) with due dates in August and December must be postponed to the 5th day of the following month.

Art. 10 – Obligations of the Supplier

10.1 The Supplier undertakes to:
- perform its services with diligence and professionalism;
- respect the agreed terms and methods;
- guarantee the conformity of the products and services supplied;
- comply with the regulations applicable to its activity and supply;
- provide the documentation requested by the Buyer;
- promptly inform the Buyer of any circumstance that may compromise the correct execution of the supply;
- maintain a suitable system for identifying and tracing batches, raw materials, components, and production sites used for manufacturing the supplied goods;
- retain and make available, upon the Buyer's request, relevant technical and declaratory information concerning the supplied products;
- make no modifications to materials, formulations, components, additives, coatings, adhesives, inks, essential production parameters, production site, sub-suppliers, or product specifications without prior communication to the Buyer and, where requested, without prior written approval;
- cooperate promptly with the Buyer in the event of inspections, disputes, claims, non-conformities, commercial blocks, product withdrawals, or recalls.

10.2 The Supplier is responsible for the actions of its employees, collaborators, sub-suppliers, and agents involved in the execution of the order.

Art. 11 – Subcontracting and Assignment

11.1 The Supplier may not entrust third parties, in whole or in part, with the execution of the order if this is prohibited by the order or contract, or when the prior authorization of the Buyer is required, without having obtained it in writing.

11.2 Any authorization for subcontracting shall not involve any limitation of the Supplier's liability towards the Buyer.

11.3 The Supplier may not assign the contract or the rights deriving from the order without the prior written consent of the Buyer.

11.4 In any case, the Supplier remains responsible for the conformity of the products, information, and documentation even when utilizing sub-suppliers or third-party facilities.

Art. 12 – Confidentiality

12.1 The Supplier undertakes to keep confidential all information, documents, data, technical specifications, drawings, prices, processes, commercial information, and any other information received from the Buyer on the occasion of the contractual relationship.

12.2 Such information may be used exclusively for the execution of the order.

12.3 The Supplier may not disclose it to third parties without the prior written consent of the Buyer, except for legal obligations.

12.4 Confidentiality obligations shall remain effective even after the termination of the contractual relationship.

Art. 13 – Intellectual Property

13.1 The Supplier guarantees that the supplied goods and services do not infringe third-party intellectual or industrial property rights.

13.2 The Supplier shall hold the Buyer harmless from third-party claims deriving from infringements attributable to the Supplier.

13.3 Drawings, specifications, documents, models, equipment, and other materials made available by the Buyer remain the property of the Buyer.

Art. 14 – Materials and Equipment of the Buyer

14.1 Materials, components, equipment, cliche, tools, documents, and other assets made available to the Supplier by the Buyer remain the property of the Buyer.

14.2 The Supplier is required to safeguard them with diligence, use them exclusively for the execution of the orders, and adopt all necessary measures to prevent their deterioration, loss, or unauthorized use.

14.3 At the end of the supply, the Supplier must return such assets according to the Buyer's instructions.

Art. 15 – Safety, Environment, and Regulatory Compliance

15.1 The Supplier undertakes to comply with all applicable provisions regarding health and safety at work, environmental protection, waste management, and any other regulation relevant to its activity and supply.

15.2 Should the supplied products be subject to specific obligations regarding safety, labelling, transport, storage, use, recovery, recycling, or disposal, the Supplier must provide the Buyer with all necessary information and documentation.

15.3 For products, vessels, jars, containers, or other items intended for food use, the Supplier must:
- provide all information necessary for the correct use of the product according to its intended destination;
- communicate any limitations of use, incompatibilities, conditions of use, storage, or filling;
- ensure consistency between the supplied product, technical documentation, declarations, and contractual specifications;
- make available, upon the Buyer's request, suitable documentary evidence to support the declarations made.

15.4 The Supplier must promptly inform the Buyer of any risks, limitations, or changes that may affect the use, conformity, or marketability of the supplied products.

Art. 15-bis – Specific Obligations for Packaging – EU Reg. 2025/40 and subsequent amend

15-bis.1 When the supply concerns packaging or other products intended for packaging, containment, protection, or transport, the Supplier must deliver products compliant with the intended use indicated by the Buyer in full respect of the order and/or technical specifications.

15-bis.2 The Supplier must provide the Buyer, before delivery or in any case within the times requested by it, with the technical and declaratory documentation necessary to allow the evaluation, use, labelling, traceability, and verification of product conformity.

15-bis.3 The Supplier guarantees that the transmitted documentation refers exactly to the products, batches, materials, and processes actually used for the supply.

15-bis.4 Any variation of material, formulation, additive, component, treatment, process, production plant, sub-supplier, or other characteristic likely to affect the conformity, recyclability, labelling, or suitability of the product must be communicated with reasonable notice and, where requested by the Buyer, subjected to prior written approval.

15-bis.5 The Supplier must allow the Buyer to trace back, through documentation and records, at least to the production batches affected by the supply and the main identification elements of the product.

15-bis.6 For food packaging, the Supplier further guarantees:
- compliance with applicable requirements concerning substances contained in packaging, including restrictions provided for specific substances in food contact packaging;
- the availability of information necessary to demonstrate compliance with recyclability and, where applicable, recycled content requirements;
- the availability of the technical documentation and the EU declaration of conformity of the packaging, where requested by the applicable regulation.

15-bis.7 In case of non-conformity, doubt of conformity, or dispute by customers, authorities, or third parties, the Supplier must immediately cooperate with the Buyer, providing without delay all information, documents, and support necessary to manage the event.

Art. 16 – Ethics and Social Responsibility

16.1 The Supplier undertakes to carry out its activity in compliance with applicable legislation and the principles of fairness, integrity, and transparency.

16.2 The Supplier declares to operate in compliance with applicable legislation on labor, health and safety, environmental protection, and prevention of corrupt practices.

16.3 Should the Buyer have its own code of ethics or supplier code of conduct, it may be referenced in the order or made available to the Supplier and shall form an integral part of the relationship.

Art. 17 – Protection of Personal Data

17.1 The parties undertake to process any personal data acquired within the scope of the commercial relationship in compliance with applicable legislation on personal data protection, including Regulation (EU) 2016/679 (“GDPR”) and applicable national legislation.

17.2 If, within the scope of executing the order, the Supplier must process personal data on behalf of the Buyer, the parties shall provide, where necessary, to regulate such processing through a specific agreement or deed of appointment.

Art. 18 – Force Majeure

18.1 Neither party shall be liable for non-performance or delay in the performance of its obligations when such non-performance is directly caused by unpredictable events beyond reasonable control.

18.2 The party invoking a force majeure event must give prompt notice to the other party.

18.3 The Supplier must adopt every reasonable measure to limit the effects of the event and resume execution of its obligations in the shortest possible time.

Art. 19 – Suspension and Termination

19.1 The Buyer may suspend the execution of an order by written communication to the Supplier.

19.2 In case of serious or repeated non-performance by the Supplier, the Buyer may avail itself of the remedies provided for by the contractual relationship, including termination.

19.3 The following constitute, by way of non-limiting example, possible causes for termination:
- failure to respect the delivery term or methods;
- the supply of non-compliant or defective products;
- non-delivery, incompleteness, or unreliability of the technical or declaratory documentation requested by the Buyer;
- failure to communicate modifications concerning materials, components, production process, production site, or sub-suppliers;
- impossibility to ensure the traceability of products or batches;
- violation of confidentiality obligations;
- violation of obligations relating to intellectual property;
- unauthorized recourse to sub-suppliers when such authorization is required;
- violation of essential obligations provided for by the order or contract.

Art. 20 – Liability

20.1 The Supplier is responsible for the exact and punctual fulfilment of the obligations assumed with the acceptance of the order.

20.2 The Supplier shall be liable for damages caused to the Buyer as consequence of non-performance, vices, defects, non-conformities, or documentary inaccuracies attributable to the Supplier: in such cases, a penalty of €2,000.00 will be provided for each single batch ascertained as non-compliant, without prejudice to compensation for further damages.

20.3 The Supplier is likewise liable for the inaccuracy or incompleteness of the information provided to the Buyer for the purposes of regulatory compliance, traceability, labelling, and management of the end-of-life of packaging.

20.4 Mandatory provisions provided for by applicable legislation regarding producer liability, product safety, and third-party protection remain unaffected.

Art. 21 – Communications

21.1 Communications relating to orders and the supply relationship must be made to the contact details indicated in the order or contract documents.

21.2 The Supplier is required to promptly communicate any changes to its corporate, fiscal, banking data, and its contact details.

21.3 The Supplier must also communicate without delay:
- any anomaly or non-conformity detected on products already delivered or in production;
- any relevant modification of materials, components, additives, production process, production site, or sub-suppliers;
- any circumstance that may affect the safety, conformity, labelling, marketability, or correct intended use of the supplied products.

Art. 22 – Validity and Modifications of the General Conditions

22.1 These General Conditions apply to all orders in which they are expressly referenced.

22.2 The Buyer may modify or update them; modifications shall apply to orders issued subsequent to their entry into force, unless otherwise agreed.

22.3 Any nullity or ineffectiveness of one or more provisions shall not entail the nullity or ineffectiveness of the remaining provisions.

Art. 23 – Applicable Law

23.1 The relationships governed by these General Conditions are regulated by the Italian law, unless otherwise applicable mandatory provisions dictate.

23.2 For anything not expressly provided for in these General Conditions, the provisions of current Italian legislation apply and, where relevant, the directly applicable provisions of EU Regulation 2025/40 and subsequent amendments and additions.

Art. 24 – Jurisdiction / Competent Forum

24.1 For any dispute relating to the interpretation, validity, execution, or termination of the orders and relationships governed by these General Conditions, the Court of Milan shall have exclusive jurisdiction, except for cases of mandatory statutory jurisdiction.

Art. 25 – Final Provisions

25.1 These General Conditions, together with the purchase order and any documents expressly referenced, constitute the regulation of the relationship between Buyer and Supplier for the specific supply.

25.2 In case of conflict between contract documents, unless otherwise agreed in writing, they shall prevail in the following order:

25.3 any specific written agreements between the parties;

25.4 the purchase order issued by the Buyer;

25.5 these General Conditions;

25.6 any technical annexes, specifications, manuals, or other documents referenced in the order.

25.7 The operational and technical requirements contained in the order, including those relating to delivery, packaging, documentation, labelling, batch, anonymization of packaging, certifications, and payment terms, integrate and complete these General Conditions.