Terms and Conditions of Purchase - WGC Italy
General Terms and Conditions of Purchase
of Westlake Compounds Italy, together with its affiliated companies,
hereinafter referred to as the Purchaser ("Purchaser")
- General provisions
1.1 The following General Terms and Conditions of Purchase shall apply to all types of procurement by the Purchaser, regardless of whether they are purchases, work orders, etc. (hereinafter referred to as "procurement"); in the case of an ongoing business relationship with the policyholder, these Terms of Purchase will apply to all contracts entered into during the course of the aforementioned business relationship. Any individual contractual arrangements shall prevail over these Terms of Purchase, but such clause shall apply only to those provisions for which there is an individual agreement. These Terms of Purchase shall apply to any other provision not supported by any individual agreement. Individual agreements are subject to the requirement of written form.
1.2 Only these Terms of Purchase shall apply; any general terms and conditions of the contracting party that conflict or diverge from these Conditions of Purchase shall not apply, unless the purchaser has expressly accepted their validity in writing. These Conditions of Purchase shall also apply if the purchaser accepts the contractor's supplies without reservation, despite knowing that the contractor's Conditions are conflicting or diverging from these Conditions of Purchase.
1.3 Any agreement between the buyer and the contractor must be in writing.
1.4 These Terms of Purchase will only apply to entrepreneurs, not consumers.
1.5 All supplies and services shall comply with all applicable provisions, laws and regulations (hereinafter referred to as "regulations"), including but not limited to security regulations (including regulations on international supply chain security, e.g. Article 28(1)(d) of Commission Implementing Regulation (EU) 2015/2447 and relevant national regulations), safety at work and in plants, as well as health and environmental protection. Supplies and services must comply with the buyer's specifications as well as the standards and regulations applied by the same and their quality must be in line with the current state of the art.
1.6 Your employees shall be strictly required to comply with the safety rules applicable at your premises as specified in your work permits or other permits, as well as to comply with any safety and environmental instructions given by your security personnel or other personnel. The contractor has prepared appropriate risk assessments concerning the activities of its employees and the operating equipment used on the buyer's premises, as regulated by Italian Legislative Decree No. 81 of 9 April 2008. The operating equipment used by the contractor will be suitable for the activity to be carried out and maintained for this purpose. Your employees will have the appropriate qualifications and training, as well as appropriate workplace health qualifications to perform tasks safely. Any risk to third parties induced by the contractor's employees during their activities on the buyer's premises must be agreed in advance with the buyer's RLS. The contractor's supervisors will be required to monitor compliance with safety regulations by the contractor's employees during the performance of their activities. The contractor's employees may only use scaffolding if their use has been duly authorized by a competent person on behalf of the contractor. The policyholder must immediately report to the buyer's RLS any accident at work that occurs on the buyer's premises – involving the contractor's employees – and must cooperate in the assessment of the accident.
1.7 As a company based on the principles of responsible business conduct and sustainable development, the purchaser also requires the contractor to comply with the REACH Regulation (Registration, Evaluation, Authorisation and Restriction of Chemicals) and, within the limits of applicability, the "Sustainability Guidelines for the Chemical Industry in Germany" [Leitlinien zur Nachhaltigkeit für die chemische Industrie in Deutschland], formulated in the context of the Chemie3 initiative (www.chemiehoch3.de) or comparable principles.
1.8 All necessary and customary documents, records, descriptions and plans form part of the respective order and shall be provided to the Buyer by the Contractor at no additional cost. In addition, the contractor shall irrevocably and free of charge transfer to the purchaser all rights (except copyright) in any results of his work arising from this contract. The contractor grants the purchaser a transferable and unlimited right of use for all kinds of use of any copyrighted result of his work, free of charge. With regard to the use of the results of the work, the contractor shall indemnify and hold the buyer fully harmless from any claim arising from the infringement of the property rights of third parties. If the intellectual property rights held by the contractor prior to the effective date of the relevant contract are necessary for the exploitation of the results of the work, the buyer will be granted royalty-free, transferable and sub-licensable rights of use over such intellectual property rights. The policyholder shall immediately inform the purchaser in writing of the existence of such intellectual property rights.
1.9 The fact that the Buyer supervises the plans, documents, records or other services of the Contractor does not create any joint and several liability on the part of the Buyer, without prejudice to the contractual partner's liability for defects.
1.10 The contractor shall be liable for supplies and services provided by subcontractors in the same manner as those that characterise its services and supplies.
1.11 The buyer is a customer who does not take on supplementary insurance coverage for transport risks, as he is already covered by his own policy (so-called SLVSVerzichtskunde).
- Confidentiality
2.1 During the period of the contractual relationship arising from this order and hereafter, the contractor undertakes to maintain confidentiality with regard to the business and commercial secrets revealed to him by the purchaser (e.g. illustrations, drawings, calculations, specifications and other documents), as well as with any knowledge and results arising from it (hereinafter referred to as "Information") for the sake of brevity, and not to allow third parties access to such information, to use it exclusively for the performance of the obligations arising from this order and not to make use in any form, directly or indirectly, in whole or in part, of the intellectual property of the information.
2.2 The contractor shall also require its employees, legal representatives and vicarious agents to comply with the obligations set out in paragraph 2.1 above.
2.3 The obligations set out in paragraph 2.1 above shall not apply to information which, without the involvement of the Contractor, was already publicly available prior to disclosure by the Purchaser, or which only became publicly accessible subsequently, or which was made lawfully accessible to the Contractor by an independent third party who is not bound by any obligation of confidentiality.
- Delivery terms
3.1 The delivery date specified in the order is binding.
3.2 The Contractor shall be obliged to inform the Purchaser in writing, without undue delay, if it becomes aware of circumstances which indicate that it is impossible to meet the agreed delivery terms or date of performance.
3.3 In the event of late delivery, you shall be entitled to exercise your statutory rights, including the right to claim damages and to terminate the contract once a reasonable period of time to remedy the delay has expired without success. If the buyer claims damages for a breach of contract, the contractor shall be entitled to prove to the buyer that he has not failed to fulfil his obligations.
- Prices, payment methods
4.1 The price stated in the order is binding. Unless otherwise agreed in writing, the price is understood to include the delivery DDP (duty paid return – Incoterms 2020) to the indicated place of destination. The buyer will only be obliged to return the packaging, if this has been explicitly agreed.
4.2 The buyer will only be able to process shipping documents and pay invoices if the order number appears on the shipping documents and invoices, in accordance with the specifications in the buyer's order; The policyholder shall be held liable for all consequences arising from the non-performance of this obligation, unless the contractor can prove otherwise.
4.3 You shall be entitled to rights of set-off and retention to the extent permitted by law.
- Defect Inspection – Defect Liability
5.1 If the object of the procurement is goods, the buyer shall be exempt from the obligation to carry out an immediate inspection of the incoming goods upon receipt, unless the defects are manifest and directly identifiable by a simple visual inspection.
5.2 In the event of defects, the statutory limitation period will start again after they have been corrected; This measure will also apply to parts functionally connected to the defective part, on which a possible harmful action cannot be completely excluded.
5.3 Notification by the Buyer to the Contractor of the existence of a defect within the limitation period shall result in the suspension of the relevant period for the Purchaser's claims until the Contractor has definitively rejected them in writing.
5.4 The place of performance shall always be the place where the goods are accepted by the buyer, as specified in the order; In the case of delivery with assembly, then this is the place of use.
5.5 You must inspect the goods within a reasonable period of time to ascertain any discrepancies with the quality and quantity agreed. In the event of a defect, the complaint will be deemed timely if received by the contractor within a period of 3 weeks from receipt of the goods; in the case of hidden defects, the 3 weeks will be counted from their discovery.
5.6 The buyer shall be entitled to make any claim for defects under ordinary law; In any case, the buyer shall be entitled, at its discretion, to require the contractor to remedy the defects by repairing or delivering a new item. The right to claim damages, in particular damages in lieu of performance, is expressly reserved.
5.7 If the Contractual Partner fails to properly comply with its obligation to perform subsequent performance without justifying its refusal, or if the Contractual Partner seriously and definitively refuses to perform subsequent performance, or if the subsequent performance is unsuccessful, or if there is a threat of loss of use, or if for other reasons it is not possible to defer the remedy of the defect, The Buyer shall have the right to remedy the defect independently or to have it repaired by third parties, albeit at the expense and risk of the Contractor, requesting the reimbursement of all necessary expenses from the Contractor. In all other respects, the statutory provisions shall apply, without prejudice to any further rights of the purchaser arising from the existence of defects or warranties.
5.8 The limitation period will be 36 months, unless the law allows a longer period, to be calculated from the moment of the transfer of the risk, except in the case where the mandatory provisions of Articles 1490 et seq. apply. of the Italian Civil Code.
5.9 The risk of accidental damage and loss for all services to be performed under this contract shall be borne by you until such time as acceptance or delivery. In the event of an agreed or due handover, if only certain parts of the work are needed for use, the contractor will carry out an inspection with the buyer for partial use/handover. Neither such inspection nor partial use/handover shall constitute an act of acceptance. They will simply serve to establish the status of production and a potential future action for damages. If the buyer has already used parts of the work prior to acceptance, the contractor will not be held responsible for any damage culpably caused by the buyer. Normal wear and tear damage and other risks attributable to use by the purchaser shall be the responsibility of the purchaser.
- Retention of title
6.1 The supply of parts or materials to the contractor by the buyer will result in ownership of them remaining with the buyer. The contractor will process or rework them on behalf of the buyer. If the part or materials supplied by the buyer are transformed with other items that do not belong to the buyer, the buyer will acquire joint ownership of the new item in proportion to the value of the buyer's parts or materials (at the purchase price plus VAT) compared to the other items processed at the time of processing.
6.2 If the part or materials supplied by the Buyer are inseparably combined with other items that do not belong to the Buyer, the Buyer will acquire joint ownership of the new item in proportion to the value of the item subject to retention of title (at the purchase price plus VAT) compared to the other items that have been combined at a given time. If the combination is made in such a way that the contractor's object is considered as the main object, it is agreed that the contractor will transfer the co-ownership to the purchaser on a pro rata basis; You will retain sole ownership or co-ownership on behalf of the Buyer.
- Civil liability
7.1 The statutory provisions shall apply.
7.2 If the Contractor is liable for damage to a product, the Contractor shall be obliged to indemnify and hold the Purchaser fully harmless, upon first demand, against any claims for damages by third parties, insofar as the cause of the damage falls within the Contractor's sphere of competence and organisation and to the extent that the Contractor would be held liable to third parties.
7.3 As part of its civil liability for damages, the policyholder shall also be obliged to reimburse any expenses incurred by the purchaser pursuant to Article 1223 of the Italian Civil Code, as a result of a recall action or linked to a recall action made by the purchaser. The purchaser shall inform the contractor of the content and
the scope of the recall measures to be carried out – to the extent possible and reasonable – and will give the policyholder the opportunity to make his observations, without prejudice to other legal rights claimed by the purchaser against the policyholder.
7.4 The policyholder will take out and maintain a product liability insurance policy with a lump sum coverage of not less than 5 million euros for personal injury/property damage; without prejudice to the purchaser's possible right to further claims for damages.
- Place of jurisdiction – Place of performance
8.1 If the Contractual Partner is a Merchant, the place of performance shall be the Buyer's place of business, but the Buyer shall also have the right to sue the Contractual Partner before the place of jurisdiction over the Contractual Party's place of business.
8.2 The applicable law shall be the Italian law, with the exclusion of the Convention on Contracts for the International Sale of Goods (CISG). The current version of the Incoterms published by the ICC will be considered a commercial clause.
Samarate, October 2025
_______________________________
(Signature of the contractor)
By virtue of Articles 1341 and 1342 of the Italian Civil Code, the policyholder expressly accepts the following clauses in writing:
Article 2 – Confidentiality
Article 4 – Prices, payment methods
Article 5 – Inspection for defects – Civil liability for defects
Article 7 – Civil liability
Article 8 – Place of jurisdiction – Place of performance
_______________________________(Signature of the contractor)