Condiciones de venta
1. OBJECT:
The present Contract has for object the Goods and Services specified in the section “Description”.
2. PRICE & PAYMENTS:
2.1 The total price of this supply doesn't include taxes, dues, and potential custom duties. The payment shall be remitted by the Buyer to the Seller's domicile, at the terms and conditions specified in the “Payment Conditions”. The non-observance of deadline and/or of Payment Conditions exempt the Seller from delivery obligations.
2.2 In case of delay in payment obligation fulfillment, the Seller is entitled to the payment of interest from the deadline to the payment of the balance in the amount imposed by d.lgs. 192/2012. 2.3 If, during the supply, there will be circumstances or events not-attributable to the Seller, the Seller reserves the right to modify fixed prices or apply extra costs as a consequence of supervening fulfilments or rights.
3. DELIVERY TERMS:
3.1 The terms in the section “Description” are approximate; the definitive term will be indicated in the Seller communication of delivery date. The compliance with the delivery date term is subject to the fulfillment of the following obligations by the Buyer:
i. The return of a signed copy of the Contract;
ii. The fulfillment of the payment requirements in terms and ways at the 2.1 point;
iii. Sending all technical data needed for the Good construction by the times indicated;
iv. Sending at one’s own expense the Samples and everything else needed for internal examination to the production site of Seller by the established date;
v. If the Buyer doesn’t fulfill the planned fulfillments, the Seller reserves the right to plan the Goods production of this contract again, based on their workloads. In the case of urgent request, the urgency should be expressly indicated in the Offer Request and accepted by Seller. The Seller reserves the right to accept or make partial deliveries, whether not indicated by the Buyer.
3.2 In the case of goods inspection, the request will reach to the Seller by 7 days from the term “Delivery Date” communicated in the Order Confirmation. In the case of requests beyond the established limits, the Seller will apply a penalty for the costs of the necessary operations. The Buyer must take care of Goods at the agreed deadlines, according to the agreed return terms.
3.3 The Buyer commits to obtaining, at his own risk and expense, every license, permission, or approval to lawfully import the goods purchased by the Seller.
4. RETURN - DELIVERY - TRANSFER OF RISK:
4.1 Goods are returned according to the agreed Incoterms. Lacking or delay in fulfillment of even one of the obligations at points 2.1 and 3.1 exempt Seller from any responsibility in delaying the delivery. Risks switch to the Buyer as expected by the accorded Incoterm.
4.2 In the case of sell-through Ex-Work return with extra-UE destination, Buyer commits to implement every useful action to fulfill to the necessary customs operations. It’s understood that the Seller reserves the right to charge to the buyer for every added cost as a consequence of a Buyer’s non-fulfillment.
4.3 The Buyer takes note and accepts that the Seller reserves the right to withdraw from any offer and/or contract if restrictive measures occur to restrict or inhibit the whole exportation of Goods and/or Services that are Object of the negotiation or of the Sales Contract and/or that forbid to the Seller
to collect the due amount. By restrictive measures we mean every institutional, governmental or not, act that dues Seller and his Partner to adjust themselves because of a law or every other authoritative national or international measure.
5. PACKAGING:
Packaging is suitable for the transport in normal Goods conditions until the destination Place. Potential change about the Goods packaging must be done by 7 (seven) days from the delivery date indicated in Order Confirmation; in the case of Order Confirmations later the established terms, the
Seller has the right to apply a penalty for the cost of the needed operations.
6. RETENTION OF TITLE:
6.1 It is agreed that delivered Goods remain Seller’s property until the whole payment of Supply Price is received by the Seller.
6.2 In default of payment, as established by article 2, Seller will ask for the Goods restitution through simple written communication. In this case, the Buyer will provide the restitution of the Goods, at his own expenses and care, whether the Goods are in the hands of third parties.
7. PENALITIES BORNED BY PARTIES:
7.1 If the Buyer doesn’t quickly take in charge the Goods, because of reasons non-attributable to the Seller, the Seller will have the right to collect a penalty to cover the storage and handling costs, equivalent to 0,5% of Goods (excluded ancillary services) per every complete week (7 days) of delay from the delivered day, up to 5% of the Goods value. As a consequence of the breach of obligation every amount due to the Buyer will become immediately claimable.
7.2 In the hypothesis of delay in the take delivery of Goods over the ten weeks from delivery date, Seller will have the right to solve the contract, applying the penalty corresponding to the whole order value and withhold possible amounts received as compensation for losses incurred, unless further damages occur.
8. GUARANTEE:
8.1 The Seller guarantees good quality and suitability of materials needed for the construction of the mechanical, electrical, and electronic parts of Goods supplied, for 365 days from deliver date.
8.2 In execution of that guarantee, the Seller will repair or, if necessary, replace with new or
reconditioned parts the parts of Goods that are defective, supporting the fixing, replacement, and labor costs, and the delivery costs of the replaced parts, excluding charges for customs clearance. It’s understood that the parts of replaced are not included in a new period of guarantee. Travel costs, room,
and board of technicians, delivery costs and risks, Goods transport and storage of defective Parts from and to the Seller, and Charges for customs clearance, if existing, are all in charge to the Buyer. The Buyer has to hand back the replaced parts under guarantee to the seller at his own care and costs, against which Seller reserves title. If repair activity is carried out, guarantee on repaired Goods will be of 180 days from the delivery date of repaired Goods.
8.3 Not later than 8 days from delivery for clear defects, and not later than 10 days from delivery for hidden defects, the Buyer must report any flaws in written form and must re-send Goods properly packaged in the original package or in a package suitable for transport within 30 days from the report.
8.4 The guarantee will decay every time the provisions of the previous points and the cases blow are not respected:
- Goods have been mounted or used incorrectly or inadequately;
- Goods received an insufficient manutention or have been modified or repaired without the Seller authorization;
- The Buyer doesn’t respect the instruction for use of the Goods and the security indications to use the Goods without risks;
- The Buyer does not use original spare parts or parts not specially approved by the Seller;
- The Buyer stores the Goods inadequately before the installation or assembly, or not-respecting the parameters as reported in technical documentation;
- The Buyer agrees to use the supplied Goods in compliance with:
i. Purposes for which Goods are sold and delivered;
ii.Prescriptions in user, maintenance, and preservation manuals of Goods;
iii. The technical specifications.
- The Buyer agrees to respect the prescriptions in the technical documentation, including the technical specific previsions about the utilities to use so that Goods supplied can work accurately and as it should.
- The Buyer doesn’t respect the payment conditions specified in the present document. Also, the Seller is not liable for lack of conformity of products caused by normal wear and tear of the parts that, because of their nature, are subject to continuous and rapid wear and tear. It’s understood that the Seller will not vouch for lack or occurrence of any defects resulting from components or parts of the supply expressly requested and tailored based upon the Buyer’s input. Except in the case of willful or gross negligence, the Seller, in the case of defects, lack of quality, or lacks of conformity of Goods, will be required to comply with what is provided above, excluding any other legal guarantee and liability for damage.
9. DOCUMENTS, DRAWINGS, AND INTELLECTUAL PROPERTY:
9.1 Unless specifically agreed, any industrial or intellectual property right relating to the Goods sold will remain the exclusive property of the Seller regardless of any outstanding claims and until their resolution and may not be used or transferred to third parties without the written authorization of the same.
9.2 The Buyer may not remove, cover, or modify the trademark, labels, logos, or signs that are on the goods at the time of delivery. Any form of reproduction, use, exploitation of the trademark, labels, logos, and signs by the Buyer is prohibited.
10. CONFIDENTIALITY:
10.1 The Buyer is bound to confidentiality regarding any information, data, knowledge, found, patented or patentable, know-how and, in general, any news of a technical, economic, commercial, or administrative nature, as well as any drawing, document, magnetic support or sample of material or product marked with the words "confidential" or "confidential" or otherwise identified as such, learned in execution of the Contract. This obligation will remain in obligation to the Buyer for the duration of three years from the date of the last delivery to the Buyer.
10.2 In the event that the Buyer instructs the Seller to study, design and/or manufacture particular components and/or technical solutions expressly requested by the Buyer, the latter assumes any burden and responsibility for any violation of industrial property rights of third parties.
11. FORCE MAJEURE:
11.1 In the event that a Party is unable to perform all or part of the obligations of the contract due to an event of force majeure, such Party shall not be liable for the non-performance for the duration of the Event and for all consequences arising from it.
11.2 For the purposes of this Agreement, a Force Majeure Event is defined as an unforeseeable event, beyond the control of the Parties, such as to prevent the fulfillment of contractual obligations: a. Natural phenomena, earthquakes, epidemics, serious fires, floods, etc.; b. Measures of the governmental authority that prevents or delays the fulfillment of contractual obligations; c. Strikes, boycotts, fires, wars, uprisings, riots, etc.
11.3 Failure to perform obligations under this Agreement due to a Force Majeure Event will be limited to the period during which the Force Majeure Event or its effects remain.
11.4 In the event of a Force Majeure Event, if the intervention of a technician appointed by the Seller is possible, special rates will be applied, instead of the ordinary ones.
11.5 If the Force Majeure Event lasts for more than one year, each Party shall have the right to terminate this agreement unilaterally and settle the financial matters opened.
12. FINAL CLAUSES:
This Agreement cancels and replaces any prior written or oral agreements between the Parties. Any changes to the contractual conditions that occur after the signing of this Contract will be valid only if expressly agreed by the Contractors in writing. The possible nullity of individual clauses does not affect the validity of the entire Contract.
13. PLACE OF JURISDICTION AND APPLICABLE LAW:
These Conditions of Supply are governed by the United Nations Convention on the International Sale of Goods and, for matters not covered by that Convention, by Italian law. Any dispute concerning the interpretation, execution, validity, and fulfillment of
this contract will be devolved to the exclusive jurisdiction of the Court of Bergamo.