- General Provisions
1.1. The terms and conditions set out below (the “General Terms and Conditions of Sale”) shall form part of all the agreements executed between the Seller and the Buyer for the supply of the Seller products (the “Products”).
1.2 The General Terms and Conditions of Sale shall apply to all transactions executed between the Seller and the Buyer without any need of express reference thereto or agreement thereon at the conclusion of such transactions. Any dissenting terms and conditions shall only apply if confirmed in writing by the Seller.
- Offers and Orders
2.1 The Seller’s offers shall not be binding in particular with reference to quantities, price and delivery time.
2.2 The Seller shall in principle accept to supply all Products ordered, subject to their availability and provided payment of the Products is adequately warranted.
2.3 Orders placed by the Buyer shall not be regarded as accepted before these have been confirmed by the Seller in writing. If the Seller should fail to confirm an agreement in writing which it has entered into verbally, the Seller’s invoice or the execution of the order by the Seller shall be regarded as confirmation.
2.4 Orders and/or amendments of orders placed verbally or by telephone, must be confirmed in writing by the Buyer. Otherwise the Seller does not accept any responsibility for errors related to the supply.
2.5 The place of conclusion of the contract will always be the seat of the Seller.
2.6 The Seller reserves the right to make changes to the Products which, without altering essential characteristics of the Products, may be necessary or appropriate.
- Prices and Terms of Payment
3.1. The prices payable by the Buyer shall be those set forth in the Seller’s price-list as in force at the time the order is received by the Seller or, if the Product is not included in the price-list or the price-list is not available, those indicated in the order and confirmed in writing by the Seller at the time the order is confirmed.
3.2 Such prices are subject to change at any time, without prior notice and with immediate effect, in cases where the adjustment is due to circumstances beyond the control of the Seller (including, but not limited to: an increase in the price of raw materials and labour costs or changes in exchange rates). In all the other cases, changes in price will be notified to the Buyer and will have effect on all orders received by the Seller starting from the thirtieth day following the date on which the changes were notified to the Buyer.
3.3 The prices of the Products sold by the Seller to the Buyer are calculated Ex-Works (EXW – Incoterms in force at the moment of contract stipulation) and exclude any statutory VAT which shall be payable pursuant specific provisions included in the invoice.
3.4 Unless separately quoted, taxes, duties, shipping, insurance, costs for all customs formalities, installation, end user training, after sales service are not included in the prices and therefore shall be borne by the Buyer.
3.5 Payments must be made in Euro (€) by bank transfer direct constant currencies 30 days from invoice date, unless otherwise written agreed between Seller and Buyer for specific supplies. The payment is considered effective only after the amount has been credited to Seller’s checking account.
3.6 In addition to other remedies permitted under the applicable law and these General Terms and Conditions of Sale, the Seller reserves the right to recover default interest on delayed payments starting from the due date. The total sums due under the contract shall accrue default interest rate equal to the so-called three-month Euribor, plus (3) three percentage points, without of formal notice, as well as bank charges and other related payments in question.
3.7 Where the Buyer makes payment with delay of more than 15 (fifteen) working days, in addition to any other remedy available under the contract and the law applicable to it, the Seller may send to the Buyer a dispute letter of default and will have the right to request that in continuation of the agreement, payments are made by means of letter of credit issued or authorized by credit institution issued at least 15 (fifteen) days before the date of delivery of the Products Ex-Works.
3.8 If the Buyer fails to take payment in the time and manner specified by the Seller or the Buyer business shall be operated beyond the ordinary course of business which shall include, without limitation, when seizure or protest has been made, payments shall be delayed or insolvency proceedings shall have been petitioned or opened, the Seller shall have the right to suspend or cancel, at its sole discretion, further delivery and to declare all its claims arising from the business relationship as immediately payable. Moreover the Seller may in such event request for anticipation on the payment or a warranty deposit.
3.9 The Buyer shall have no right to make any set-off, retention or reduction, unless legal compensation and so on loans to each other and simultaneously certain, liquid and payable, originally arose between the Seller and the Buyer or unless the counterclaims have been conclusively determined by the Court.
- Terms of Delivery
4.1 All Products sold by the Seller to the Buyer will be delivered to the Buyer Ex-Works (EXW – Incoterms in force at the moment of contract stipulation). If the Seller, prior written agreement between the parties, agree to procure the transport of Products in the place indicated by the Buyer, the Buyer will reimburse the costs of transport and insurance to the Seller.
4.2 Unless otherwise expressly agreed in writing, any indicated time of delivery shall be nonbinding for the Seller. Unless different agreement between the parties, the approximate term for the delivery is the one specific in the confirmation of order.
4.3 The Seller reserves the right to reasonably make partial deliveries.
4.4 Any liability to supply as a result of force majeure or other unforeseen incident outside the Seller responsibility including, without limitation, strike, lock out, act of public authorities, subsequent cease of export or import opportunities shall, for their duration and in accordance with their impact, relieve the Seller from the obligation to comply with any agreed time for delivery.
4.5 The Seller is not obliged to accept the Products returns, unless otherwise agreed in writing. Any costs arising thereof shall be at the expense of the Buyer.
- Warranty for defects of the Products
5.1 The Seller hereby represents and warrants that the Products shall be free from defect and shall comply with the technical specifications forwarded by the Seller.
5.2 The warranty shall be valid only on the products used in suitable environment and for suitable applications in appliance with technical specifications forwarded by the Seller; every improper use of the Products is forbidden.
5.3 The warranty shall not be valid if the defect or not conformity will prove to be depending on not correct on not suitable applications of the Product, or if the Product has been incorrectly placed in operation. Any change or replacement of Product parts, which has not been authorized by the Seller releases the Seller/Manufacturer from any civil or penal liabilities, and makes the warranty invalid. The warranty does not cover the normal Products parts subject to consumption.
5.4 The Seller undertakes to remedy any non-conformity (defect) of the Products for which he is liable, occurring within 12 (twelve) months from delivery of the Products to the Buyer, provided he has been notified timely about such defect according to article 5.5. In such case the Seller will, at his choice, either replace or repair the Products (or parts of the Products) which result to be defective. Under no circumstance may the Seller be liable for any further damage in favour of the Buyer or third parties.
5.5 Any complaints concerning the conditions of packing, quantity or outward features of the Products (apparent defects) must be notified to the Seller in writing within 15 (fifteen) days from receipt of the Products, under penalty of forfeiture. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defect) must be notified to the Seller in writing within 15 (fifteen) days from discovery of the defect, under penalty of forfeiture. The notice must indicate precisely the defect and the Products to which it refers.
5.6 The warranty period in respect of spare parts shall be a period of 90 (ninety) days after the date on which the spare parts is delivered to, or installed on behalf of, the end user, or a period of 12 (twelve) months after the date of delivery of the spare parts of the Buyer.
- Limitation of Liability
6.1 The Seller shall not be responsible for any compensation based on breach of contract or default, for any direct or indirect damage or loss of profit due to the use, the inability to use, or the installation of the Products, unless under warranties granted in article 5 or in cases of wilful misconduct or gross negligence on the Seller’s part.
6.2 The Seller shall do its best endeavour to deliver the Products within the time agreed (if any), but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products.
6.3 Catalogues, price-lists or other advertising matters of the Seller are only an indication of the type of Products and no prices or other information contained herein shall be binding for the Seller. The Seller does not accept any responsibility for errors o omissions contained in its price lists or promotional matters.
- The Seller’s Intellectual Property
7.1 The Buyer acknowledges that the Seller is the exclusive holder of trademarks or other right of industrial and intellectual property as well as product catalogues, brochures and other materials and documentation provided to the Buyer.
7.2 Trademarks, trade name, any other symbols or distinctive marks on the goods will not be altered, changed, removed or cancelled in any manner. Any other utilization of the Seller’s Intellectual Property by the Client, if not expressly granted by the Seller in writing, will be considered an infringement of the exclusive rights of the Seller, and a breach of contract, and will be therefore prosecuted.
7.3 The documents, drawings, data and information (both in written papers and on electronic support) which should be delivered to the Buyer, remain exclusive property of the Seller and constitute a support for a better representation of the Product and are significant of the general performances of the Product itself.
7.4 The Buyer hereby agrees neither to register nor to register through third parties any trademarks, trade names or symbols of the Seller nor any trademarks, trade names or symbols that may be confused with the Seller’s ones, in any territory. The Buyer furthermore agrees not to include the above trademarks, trade names or symbols of the Seller in his own trade company name.
- Penalty Clause
8.1 In case of cancellation of a confirmed order and/or in case of failure to collect the Products, the Buyer shall be required to pay a penalty equal to 20% (twenty per cent) of the contractual price of cancelled and/or not withdrawn Products.
- Force Majeure
9.1 The parties shall not be responsible for failure to perform the contract due to force majeure or unforeseeable circumstances which shall include, but not limited to: fires, floods, riots, strikes, labour disputes, freight embargoes or transportation delays, shortage of labour, inability to secure fuel, material, supplies, equipment or power at reasonable prices or on account of shortages thereof; acts of God or the public enemy, any existing or future laws, rules, regulations or acts of any federal state or local government affecting a party which would significantly delay or prohibit performance of the reasonable control of a party.
9.2 If an event of force majeure or unforeseeable circumstances should occur, the affected party shall promptly give notice thereof to the other party, and such affected party shall use its best effort to cure or correct any such event of force majeure or unforeseeable circumstances.
9.3 If the event of force majeure or unforeseeable circumstances prevails for a continuous period in excess of three (3) months, the party whose performance of the contract is not hindered, delayed or prevented by the force majeure or unforeseeable circumstances in question shall be entitled immediately to terminate the contract by written notice to the other.
- Applicable law
10.1 The present general Terms and Conditions of Sale and all the agreement executed between the Seller and the Buyer shall be governed by Italian Law.
11.1 Any dispute arising between the parties in connection with the interpretation, validity or performance of the present General Terms and Conditions of Sale and of all the relevant agreements, shall be of the exclusive competence of the referred to the Court of Milan (Italy).
11.2 It is agreed between the parties that the Seller, at its own discretion, may have the faculty to waive the exclusive jurisdiction set forth in the paragraph 12.1 to bring an action against the Buyer in its domicile and before any court of competent jurisdiction.
- Final provisions
12.1 The total or partial invalidity of any provision of the present General terms and Conditions of Sale shall not affect the validity of other provisions.