General Terms and Conditions of Supply and Purchase

(January 2024)

A) GENERAL TERMS AND CONDITIONS OF SUPPLY

1. CONDITIONS – VARIATIONS
The supply is understood to be made under the Specific Conditions stated in the LICAT order confirmation and under the General Conditions reported here. Any variations to the supply conditions or any conditions provided by the Customer must be specifically approved in writing by LICAT within 15 days of receipt. Otherwise, the LICAT Conditions shall remain valid. Order modifications shall be deemed accepted only if followed by a regular LICAT order confirmation that cancels and replaces the previous ones.

2. PRICES
Prices are always understood as goods delivered free at LICAT’s premises. Failure or late payment, even partial, by the Customer of sums due to LICAT, relieves LICAT of any delivery obligation and authorizes it to proceed to recover its entire credit in the manner it deems appropriate, without prejudice to any further rights and possible compensation for damages.

3. PAYMENTS
Payments must be made at LICAT within 60 days from the end of the month of delivery, with the issuance of a bank transfer form to the bank indicated by the Customer; if the agreed term expires, interest will accrue at a rate equal to the passive bank rate applied by LICAT or, in its absence, equal to the ABI prime rate increased by three points.

4. DELIVERY TERMS
Delivery is always understood as goods delivered free at LICAT’s premises, “EXW” (Incoterms Ed. 2010). The delivery terms (whose days are to be understood as working days) correspond to those indicated in the LICAT order confirmation. Said terms are indicative and not binding, unless expressly agreed otherwise in writing. LICAT shall not be liable for damages due to non-compliance with the delivery term, even if expressly agreed, if the non-compliance is due to force majeure (which includes strikes, as well as events beyond LICAT’s control of any kind that hinder or slow down its normal production activity).

5. REFERENCE STANDARDS
LICAT applies its own Quality and Environment Management System to supplies, certified according to UNI ISO 9001:2016, UNI EN ISO 9100:2018, UNI EN ISO 14001:2015, UNI ISO 45001:2018 standards.

6. GEOMETRIC, LINEAR DIMENSIONAL, AND ANGULAR TOLERANCES
The Customer is required to provide clear and precise indications regarding geometric, linear dimensional, and angular tolerances to be applied for drawing works. Any certifications of the measured dimensions must be specified at the time of the request for quotation and confirmed upon ordering: LICAT will not issue documentation afterwards. In the presence of contradictory or imprecise indications, or in the absence of specific indications, LICAT will adopt the following criteria:

UNI 2768-1 medium grade and 2768-2 medium grade tables. These parameters are valid for the state of processing existing at the time of LICAT’s checks; it will not be responsible in any way for any final heat treatment/surface treatments carried out subsequently to its checks (unless subsequent processing is envisaged), regarding possible deformations and/or non-compliance with previously certified requirements.

7. TOLERANCES AND PRECISION CLASSES OF GEAR TEETH
The Customer is required to provide clear and precise indications regarding tolerances and precision classes to be applied for the execution of gear teeth as per the drawing. When not specified, the pressure angle is always understood to be 20° and the tolerance on the chordal dimension will be carried out in such a way as to allow a normal meshing clearance of approximately 0.04 mm. per module.

Any certifications of the measured dimensions must be specified at the time of the request for quotation and confirmed upon ordering: LICAT will not issue documentation afterwards. In the presence of contradictory or imprecise indications, or in the absence of specific indications, LICAT will adopt the following criteria:

Straight cylindrical external involute teeth, helical, double helical ground: class 6 DIN 3962

Straight, helical, double helical internal and external involute teeth, finished by tool: class 9 DIN 3962

Other types of teeth: undeclared and unverifiable precision class These parameters are valid for the state of processing existing at the time of LICAT’s checks; it will not be responsible in any way for any final heat treatment/surface treatments carried out subsequently to its checks (unless subsequent processing is envisaged), regarding possible deformations and/or non-compliance with previously certified requirements.

8. MATERIALS
The Customer is required to provide clear and precise indications regarding the materials to be used for the drawing works. Any certifications of the materials to be used must be requested at the time of ordering: LICAT will not issue documentation afterwards. In the presence of contradictory or imprecise indications, or in the absence of specific indications, LICAT will use the following materials, in the rolled or drawn state, with heat treatments performed by the producing steel mills:

a) Tempering steels
– C40 / C45 UNI 7845 for materials to be used in the natural state or annealed
– 42CrMo4 UNI 7845 / 39NiCrMo3 UNI 7845 for materials to be used in the annealed or tempered state
– 42CrMo4 UNI 7845 / 39NiCrMo3 UNI 7845 tempered for materials to undergo treatments such as induction hardening, sulfonitriding, soft nitriding, or deep gas nitriding <0.3 mm.

b) Nitriding steels
– 41CrAlMo7 UNI 8552 tempered for materials to undergo deep gas nitriding treatment >0.3 mm.

c) Carburizing steels
– 16CrNi4 UNI 7846 / 18NiCrMo5 UNI 7846 in the annealed state for materials to undergo carburizing-tempering-tempering treatment.

d) Stainless steels
– AISI 420 for ferritic type materials
– AISI 316 for non-ferritic type materials

e) Bronzes
– 85.5.5.5 UNI 7013/8 for materials to be obtained from round bars
– 81.11.4.4 UNI 5275 (Xantal B) for materials to be obtained from cast ingots

f) Cast irons
– G 25 UNI 1561 for lamellar structure materials
– GS series 500-600 UNI 1563 for spheroidal structure materials

g) Aluminum
– Anticorodal series 6000 Al-Si-Mn UNI 3569-3571
– Ergal series 7000 AlZn UNI 3537

h) Plastics
– PA6 for polyamide, nylon, ertalon type materials
– POM for acetal resin, ertacetal, etc.
– PETP for bakelite, celeron, etc.
– PTFE for teflon, etc.

9) HEAT TREATMENTS AND CHARACTERISTICS
The Customer is required to provide clear and precise indications regarding any heat treatments to be performed on the materials used for custom machining.
Any certifications of heat treatments must be requested before their execution: LICAT will not issue documentation retrospectively.
In the presence of contradictory or imprecise indications or in the absence of specific indications, however, LICAT will adopt the following criteria:

– STRETCHING:
For materials in the drawn state, performed at a temperature not exceeding approximately 300°C.

– ISOTHERMAL ANNEALING:
For materials in the rolled state, performed at a constant temperature of approximately 920°C, with a variable dwell time depending on the mass of the material.

– TEMPERING:
Hardness values, expressed in Brinell HB10/3000/15 points, according to the type of material and section, according to the relevant UNI reference tables (the tempering treatment is always preceded by an isothermal annealing cycle).

– CARBURIZING:
Variable depth, depending on the modulus, according to the following table:
– modulus up to 1.5: depth 0.3 mm.
– modulus over 1.5 up to 2.5: depth 0.4 mm.
– modulus over 2.5 up to 3.5: depth 0.5 mm.
– modulus over 3.5 up to 5.0: depth 0.7 mm.
– modulus over 5.0 up to 6.0: depth 0.9 mm.
– modulus over 6.0 up to 8.0: depth 1.1 mm.
– modulus over 8.0 up to 10: depth 1.3 mm.
– modulus over 10 up to 12: depth 1.5 mm.
– modulus over 12 up to 15: depth 1.7 mm.
– modulus over 15 up to 20: depth 2.5 mm.
– modulus over 20 up to 30: depth 3.0 mm.
In the absence of a specific test piece, the characteristics observed on the standard charge test piece will be considered.

– HARDENING:
Temperature and dwell times in the furnace according to UNI reference tables for each type of material used.

– TEMPERING:
Surface hardness, expressed in Rockwell points with a diamond cone and a preload of 150 Kg, with an HRC value of 58 ± 2.

– INDUCTION HARDENING:
Performed at high frequency in a pass-through manner, for toothings with a modulus less than 4 and with a tooth-to-tooth method and shaped electrode, for toothings with a modulus greater than 4.
Surface hardness, expressed in Rockwell points with a diamond cone and a preload of 150 Kg, with a minimum HRC value of 52.
Variable depth, depending on the modulus and the type of electrode used, with a non-hardened base.

– NITRIDING:
Soft nitriding, with an effective depth not exceeding 0.03 mm.
For gas nitriding, effective depth of 0.2 mm. for toothings with a modulus up to 4, effective depth of 0.3 mm. for toothings with a modulus over 4.
The effective depth is understood as the depth (calculated with the Hv 0.3 method) that guarantees a hardness higher by at least 50 points compared to the value measured at the core.
In the absence of a specific test piece, the characteristics observed on the standard charge test piece will be considered.

10) SURFACE TREATMENTS
The Buyer is required to provide clear and precise indications regarding any surface treatments to be performed on the materials used for custom machining.
In the presence of contradictory or imprecise indications, those that involve environmental impact issues, or in the absence of specific indications, however, LICAT will adopt the following criteria:

– FLASH CHROMING: depth approx. 0.01 mm, performed on surfaces with finish Ra < 0.8 without reworking after plating

– THICKNESS CHROMING: actual depth 0.1-0.15 mm, performed on surfaces with finish Ra < 0.8 with subsequent reworking after plating

– BLACKENING: black in color, performed at the end of machining with a plating thickness of approx. 0.002 mm and a finish grade substantially identical to that existing on the treated surfaces

– PHOSPHATING: manganese-based, black in color, with plating thickness of approx. 0.005 mm and roughness higher than that existing on the treated surfaces

– ZINC-CHROMATING, ANODIZING, ETC.: performed according to the methods and within the limits established by law or replaced with similar treatments, according to the characteristics imposed by the relevant environmental standards

– IMPREGNATION: performed on materials from foundries with anaerobic methacrylic compounds

11) SUPPLY/MACHINING TO DRAWINGS
The Customer is required to provide, along with the order, precise and complete drawings for which they are directly responsible; any modifications must be clearly and legibly noted and highlighted.
If the Customer provides the material, it must conform to the drawings and the quality standards specified for that type of material.
If during processing the lack of such characteristics is found, LICAT will suspend processing, making the parts available to the Customer against payment of the work-in-progress cost and reimbursement of expenses for any resulting damages.

12) SUPPLY/MACHINING TO SAMPLE/SKETCH
In the absence of detailed construction drawings with clearly specified dimensions and tolerances, LICAT will proceed with construction based on the samples and/or construction sketches provided by the Customer: missing dimensions will be determined through specific measurements carried out by LICAT’s internal staff on the reference samples, but no complaints or disputes regarding the measured and therefore realized dimensions, including any tolerances applied to them, will be accepted.

13) QUANTITY VARIATIONS
In case the Customer requests a reduction in the quantity of ordered parts, they must simultaneously choose between:
13.1. withdrawal in any case of what has been produced by LICAT up to that point and the corresponding semi-finished products, as well as any related raw materials, at the price set by LICAT, or
13.2. withdrawal of the entire order placed by them, paying the corresponding price as agreed.

14) CUSTOMER’S MATERIAL PROCESSING SCRAPS
For processing scraps of the material provided by the Customer for processing, LICAT’s liability is limited to the maximum compensation agreed upon for its own processing on that material, excluding any further or different liability (such as material value, Customer’s damages also towards third parties, etc.).

15) PACKAGING
15.1. Materials in complete supply
The Customer is required to provide clear and precise instructions regarding the type of packaging to be used for the shipment of ordered materials.
In the presence of contradictory or imprecise indications, those that involve environmental impact issues, or in the absence of specific indications, however, LICAT will adopt the following criteria: protection with anti-corrosive material, individual packaging of parts with shock-absorbing material (such as polyball), packaging within cardboard boxes or EURO or 1/2 EURO pallets, depending on the weight of the materials.

15.2. Materials received for processing
The packaging provided by the Customer upon receipt of the materials for processing will be reused: if deemed unsuitable by LICAT for the protection of the materials, packaging similar to that described for complete supplies will be provided, with the cost charged to the Customer.

16) CUSTOMER SUPPORT FOR INSPECTIONS, TESTS, CONTROLS, AND ACCEPTANCE
LICAT, if contractually specified, undertakes to provide assistance to the Customer, for a maximum of 2 days, with its own qualified personnel and free access to its premises/equipment for carrying out surveillance, evaluation, verification, tests, controls, acceptance, and documentation of the product/service provided.
This availability also extends to the evaluation and verification of its Quality System as a whole.
Any additional days will be charged to the Customer, with an invoice issued at a cost determined based on the type of assistance provided.

17) WARRANTY
LICAT’s supplies and machining are guaranteed, however only within the limits of the specifications and technical requirements and/or certifications and/or specific controls expressly agreed upon, for one year from the delivery date provided that any defects are reported as provided for in Article 1495 of the Civil Code.
In any warranty case, LICAT’s liability is limited to repairing or replacing the part, at LICAT’s discretion, and excludes liability for delays in delivering the material to the Customer, claims by third parties against the Customer, losses, costs, and damages suffered by the Customer as a result of defects.
In the case of the supply of material for processing by the Customer, the Customer alone is responsible for the quality and characteristics of such material.

18) CODE OF ETHICS
The company applies its Code of Ethics to all involved parties (employees, suppliers, customers, etc.).

19) JURISDICTION
For any disputes, the exclusive jurisdiction of the Court of Turin is expressly agreed upon.
By placing orders with LICAT S.r.l., the Customer explicitly approves the conditions described above, specifically those stated in points 1 (supply conditions – variants), 2 (prices, non-payment), 4 (delivery terms, damages), 6 (geometric, linear, and angular dimensional tolerances), 7 (tolerances and precision classes of toothings), 8 (materials), 9 (heat treatments and characteristics), 11 (supply to drawings, suspension of work), 12 (supply/machining to sample/sketch, claims), 13 (quantity variation), 14 (processing scraps), 15 (packaging, absence of indications and unsuitability), 17 (warranty), and 18 (jurisdiction).

B) GENERAL TERMS AND CONDITIONS OF PURCHASE

The following Purchase Conditions are the only ones governing the Orders issued by Licat S.r.l., unless specifically derogated in writing or by specific agreements and contracts signed between the parties.

1. GENERAL CLAUSES
 Within 7 days of receiving the order, the Supplier must send a duly signed copy for acceptance via fax and email. If the Supplier fails to send a signed copy within the specified period, it will be deemed accepted.
 The dates, quantities, locations, and delivery and/or supply terms stated in the Order are binding on the Supplier. In case of non-compliance with the agreed conditions, Licat S.r.l. may demand performance from the Supplier, and in the event of serious and repeated non-compliance, proceed to early termination, without prejudice to the compensation for all damages.
 The place of delivery is the location where goods and/or services are to be provided in accordance with the order. Shipments must be accompanied by the relevant transport documents, including the Order number and product code or any different address for delivery, if requested by Licat S.r.l.
 The goods must be properly and adequately packaged by the Supplier at their own expense, suitable for the type of product and transportation, to ensure the integrity and safety of operators during handling. If the purchase order does not specify detailed packaging requirements or any applicable purchase type, the packaging characteristics must ensure that the product is protected from damage due to impact or weather conditions and can be lifted and transported safely. These precautions also aim to ensure the absence of FOD, i.e., damage caused by foreign objects.
 Payments will be made in accordance with what is established in the order provided that a valid invoice has been issued; the supply has been accepted by quality control as outlined in the following section b); there are no suspended contractual breaches notified to the Supplier by Licat S.r.l.
 The credit resulting from the order cannot be transferred or assigned to third parties.
 The Supplier will keep confidential all commercial and technical information made available by Licat S.r.l. The same commitments will be extended by the supplier to their employees and subcontractors. All information and data contained in the order and its attachments must be considered strictly confidential and used for the purposes of the order and may not be disclosed to third parties.
 The order cannot be assigned by the Supplier to third parties without the prior written consent of Licat S.r.l.
 In case the work commissioned in the order is carried out at the premises of Licat S.r.l. (outsourcing), the Supplier undertakes to implement all technical measures in the execution of activities to ensure the safety and health of workers/occupants, complying with the regulations on safety and hygiene at work (Legislative Decree 81/08 and subsequent amendments), as well as the information provided by Licat S.r.l. on the risks arising from the work environment, the measures, and procedures for prevention and emergency adopted in relation to their activity. Any subcontracting must be communicated to Licat S.r.l. and will be authorized only to subcontractors previously authorized by Licat S.r.l., without prejudice to any responsibility and obligation of the Supplier in the execution of the order. All Quality requirements transmitted by Lear S.n.c. must be fully communicated by the Supplier and complied with by the subcontractor.
 Licat S.r.l. has the right to terminate the Order in whole or in part by written notification with effect from the date of its receipt by the Supplier, in the following cases:
non-delivery of supplies on the agreed delivery dates;
non-compliance of supplies with the technical-quality requirements specified in the order;
failure to comply with the provisions of clauses 2, 5, 7, 8, 10;
violation of the social security, insurance, safety, and environmental regulations applicable that causes prejudice or damage to Licat S.r.l.;
the Supplier ceases its activity, as well as in case of insolvency, bankruptcy, preventive arrangement, or any insolvency proceedings against it. In case of order termination, Licat S.r.l. will be entitled to reimbursement of costs, expenses, and charges incurred, including those resulting from the procurement of the Supply from third parties, in addition to compensation for any further damages actually suffered as a result of such termination.
 Licat S.r.l. may unilaterally terminate the order, in whole or in part, by written notice to the Supplier at any time. Upon receipt, the activity subject to termination must be immediately suspended, and Licat S.r.l. will pay the Supplier an amount adequate to cover the direct costs incurred by them for its execution due to termination. The Supplier will accept this amount in complete satisfaction and waiver of any claim arising from the termination in question and will make every effort to reduce the direct costs mentioned above. For no reason will the amount paid by Licat S.r.l. to the Supplier in relation to the termination exceed the price that would have been paid by Licat S.r.l. if the work had been completed. Licat S.r.l. reserves the right to request the delivery of the prepared supply and the relevant documentation.

2. QUALITY ASSURANCE CLAUSES
 Depending on the type of supply referred to in the order, Licat S.r.l. reserves the right to activate a specific quality or supply control plan.
 Upon prior notice, the Supplier must allow Licat S.r.l., its Customer, and military and civil supervisory authorities access to the premises where the goods are produced or the services are provided, as well as to inspect the relevant certifications, without relieving the Supplier of their warranty obligations or constituting acceptance.
 The Supplier warrants that the supply complies with the requirements in the order and any related attachments and is free from material and/or manufacturing defects, design defects, and software defects, where applicable. Any variations must be accepted in writing by Licat S.r.l. Acceptance of goods and/or services is subject to inspection and/or control to verify the absence of defects, accuracy, and suitability. Any defects will be communicated to the Supplier at the time of discovery. Any items found to be non-compliant during acceptance and/or processing must be replaced at the expense and burden of the Supplier, even if the invoice has already been paid. Otherwise, Licat S.r.l. will be authorized to carry out, directly or through third parties, any necessary defect correction at the Supplier’s expense, without prejudice to the right to claim compensation for further damages.
 The Supplier acknowledges and accepts that non-accepted supply will be considered as never delivered, and in this case, the second clause of this chapter will apply.
 Each supply must be accompanied by documents attesting to the quantity and conformity of the supplied products (Certificate of Conformity, Chemical Analysis, Dimensional Report, etc.) as well as the expiration date if applicable. For materials with expiration dates, at least 1 ¾ of the maximum life must be guaranteed, unless otherwise specified in the supply specifications.
 Materials supplied by “Resellers/Distributors” must be delivered with conformity declarations, ensuring the proper storage of the material.
 In case the product does not meet the required specifications (non-conforming product), the Supplier must immediately notify Licat S.r.l.’s RGQ function, isolate, and identify the non-conforming product pending decisions for approval and subsequent treatment.
 Any product non-conformities will be communicated to the Supplier through the issuance of a Non-Conformity Report.
 If the Supplier detects non-conformities or various problems related to the already delivered product, they must take appropriate measures according to the situation, including immediate communication with Licat S.r.l., investigations, and reports. To this end, the supplier must have previously implemented a traceability system suitable for the type of supply.

3) ADDITIONAL CLAUSES FOR A&D SECTOR SUPPLIERS
 If not already certified in accordance with the AS9100 standard, the Supplier, in agreement with Licat S.r.l., will evaluate and make every effort to acquire said certification.
 The Supplier must ensure prevention of counterfeit parts.
 Any changes to the organization, processes, products, or services, including changes to the use of subcontractors or production sites related to the existing order, must be agreed upon in advance.
 In the case of subcontracting, the supplier is required to ensure the flow-down of Licat S.r.l.’s requirements.
 The Supplier is required to retain and make available the documentation related to the supply for a period of not less than 5 years from the delivery date unless otherwise specified by Licat S.r.l.
 The Supplier is encouraged to train its personnel on topics related to human factors and consider these factors in its procedures to minimize errors that may result from them.
 The Supplier must ensure that its employees are aware of their contribution to:
 product and service conformity;
 product safety;
 the importance of ethical behavior.
 Orders may be subject to government inspection, GQA (Government Quality Assurance), and the applicability of the clause will be communicated on orders and/or transportation documents involved.
 The Supplier must ensure the “right of access” to its facilities, for Licat S.r.l.’s personnel, its Customers, Civil and Military Authorities, to conduct all necessary inspection checks to ensure that the Quality Management System (SGQ) and Production and Control Processes are implemented to ensure the complete conformity of the commissioned product. Such inspections may be conducted at any time by representatives of Licat S.r.l., its Customers, and Civil and Military Authorities.