TERMS AND CONDITIONS
- Application and efficiency of the Conditions
The Conditions are an integral and substantial part of each Sales Agreement. In the event of any discrepancy, they shall prevail over any purchase conditions that may be stated by the Buyer on the Order, unless otherwise agreed in writing by the Parties. The Seller reserves the right to modify and/or integrate these Conditions, either entirely or in part, at any moment. In this case, the modifications and/or integrations will apply to all the Orders and relating sales contracts starting from the 30th day after receipt by the Buyer of the Conditions as modified and/or integrated by the Seller.
These Conditions have been drawn up in Italian and translated into English. Should there be any disagreement or differences between the Italian text and the English translation, the Italian text shall prevail.
- Definitions
SELLER: the seller of the Product.
BUYER: the buyer of the Product.
PARTY or PARTIES: The Buyer and Seller referred to individually or jointly.
ORDER: the document sent by the Buyer to the Seller stating the proposed purchase of the Product/s, the relevant identification data and indicative delivery date.
ORDER CONFIRMATION: the written document of Order acceptance, sent by the Seller to the Buyer, containing the description of the Product/s sold, the quantity, unit price, transport terms, delivery terms and payment terms.
AGREEMENT: the agreement drawn up between the Buyer and the Seller for the sale of the Product, completed by means of the exchange of the Order and Order Confirmation.
CONDITIONS: these general conditions of sale.
- Orders
Orders must be in writing. They are considered as accepted once the Order Confirmation has been issued.
The Buyer guarantees that the terms and conditions in relation to each Order and each Confirmation of Order are correct. The Buyer declares that he has carefully examined all the Documentation prior to having sent the Order. Seller’s quotations are not binding.
- Weights and measurements
Weights and measurements of goods are valid as recorded upon departure.
- Payment
Payment for legal purposes always means settled at the Seller’s address. Any payment delay shall lead to the application of default interest in the amount of 3 (three) points above the official rate and shall imply the suspension of any warranty provided by the Seller. Stamp duty, registration tax and any other, present and future, tax, is to be covered by the Buyer.
- Complaints
The Buyer must, under penalty of invalidation, report any Product faults and/or quality defects or nonconformities to the Seller within 8 (eight) days of delivery. The report should be made in writing. Likewise, the Buyer must report Product faults and/or quality defects or non-conformities of a hidden nature (i.e., those that are not identifiable based on the Buyer verification requirements set by law) to the Seller within 8 (eight) days of their discovery, within 12 (twelve) months from the date of their production. Arbitrary returns of goods shall not be accepted.
- Delivery
When making the order, the Buyer must indicate the exact delivery method required. In the absence of this, the Seller will decide on the method it considers appropriate.
- Responsibilities
With the exclusion of any other stipulations in these Conditions, and within the limits imposed by law, the Seller’s liability for claims due to faults or quality defects in the goods or services (‘Products’) supplied pursuant to the Agreement is limited as follows: the Seller guarantees that the Products are free of any manufacturing defects for a period of 12 (twelve) months from the date of their production. During such warranty period, the Seller shall repair or, at its sole discretion, replace, at its own cost, all Products that are returned and recognised as being non-conforming. The Seller shall not be liable for costs of identifying the defects, nor for the removal, transport or reinstallation of any Products found to be defective. In no circumstances shall the Seller respond to claims for defects in Products that have not been promptly reported and with regard to which the Seller does not have the possibility to inspect the disputed parts, delivered freight-paid.
- Delays
The Seller observes the set delivery or despatch dates as much as possible, without making any specific commitment. The agreed dates will cease to be effective in any case of force majeure: strikes, war, delays in receiving raw materials, etc. The implementation of orders is always subject to the possibility to source the raw materials required. Delays, caused by whatsoever reason, shall not give the Buyer the right to any compensation or to cancel the Order.
- Warranty
For defective products, the Seller’s responsibility is limited to repairs only and, solely in the event that a repair is impossible, to the replacement of the items, under the same conditions as the original order. The aforementioned warranty is valid starting from the material delivery date for 8 days for surface and visible faults, and for 90 (ninety) days for hidden faults. Any defects reported must be followed by the immediate return of the faulty items. The Seller must receive such items and send them out again ex-works. Anything not made by the Seller is excluded from warranties. The Seller’s warranties do not imply, for whatsoever reason, the Buyer’s right to suspend payments or to request compensation for damage.
- Liability
The Seller declines all liability for accidents to people or objects that could be caused due to or depending on the products supplied. This also applies during the performance of testing.
- Prices and price variability
Each Offer indicates the validity time in days. Order Confirmation is subject to a price variability clause to keep in consideration any either to the price of the material, or to the price of labour. The Seller reserves the right to increase the Product price at any time prior to delivery and following notice given to the Buyer. These shall include, by way of example and in no way intended as a full list: currency changes on the exchange market, valuation regulations, changes in duties, significant increases in the costs of labour, materials or other production costs, changes in delivery date, quantities of Products or any delays caused by Buyer requirements or the lack of provision of appropriate instructions by the latter.
- Express termination cause
In the event of the Buyer defaulting on any of the obligations under Article 5 (Payment) or Article 8 (Responsibilities), the Seller has the right to cancel the individual sale of Products in writing, at any time, pursuant to and for the purposes of Article 1456 of the Italian Civil Code.
- Force majeure
The Seller is not responsible for any delays or breaches of contractual obligations where such delay or breach is due to causes independent of his will. These include, as examples and not intended as an exhaustive list, natural disasters, wars, embargo, requirements, legislations added, strikes, production blocks, difficulties in finding raw materials and other essential parts to the production equipment, machinery failures or interruptions to energy supplies.
- Testing
The cost of the body appointed to perform the testing is to be paid by the Buyer; the Seller will charge for these fees as soon as it receives the related documentation.
- Dies and equipment
Any die and equipment necessary for producing the items are exclusively Seller’s property, regardless of any amounts paid by the Buyer as a contribution for processing them. The dies and equipment shall be kept by the Seller for a maximum of 5 (five) years following the last Order Confirmation.
- Retention of title
Until complete payment has been made or bills of exchange have been discharged to cover the amount owing, the property of the material supplied remains vested in the Seller; therefore, if the Seller have not received payment by the established dates, it shall have right to have everything supplied returned and to consider any amounts received to have been paid as a rental fee.
- Secrecy
The Buyer shall keep confidential and not disclose to third parties any technical and commercial information of confidential nature, even when not expressly identified as such, concerning the Seller and the Products, which may have obtained or have become aware of as a consequence of the Agreement, unless otherwise authorized in writing by the Seller or for complying with a law.
- Applicable law
These Conditions are governed by and have been drafted on the basis of Italian law.
- Jurisdiction
For any complaints no verbal agreements are considered valid and the Court of Modena has exclusive jurisdiction.
- Final clauses
These Conditions constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any prior agreement, whether oral or in writing, between the Parties, with respect said subject matter.