Last review 02/2010
GENERAL TERMS AND CONDITIONS OF SALE
1. Scope The following General Terms and Conditions of Sale and Supply apply to all sales and deliveries of goods and services, and form an integral part of sales contracts. Any differing or conflicting purchasing terms and conditions or other limitations claimed by the Buyer shall not be applicable unless such other terms and limitations have been accepted and confirmed by the Seller in writing.
2. Orders Orders shall be irrevocably binding on the Buyer from the date on which they are issued and cannot be changed or canceled without the Seller’s written consent. Any change or cancellation of orders requested by the Buyer may be considered only if the Buyer’s written request is received by the Seller at least 30 days before the date of shipment of goods. After this term the Buyer shall be obliged to honor any order delivered. All orders received by the Seller by fax, email or mail are considered valid, effective and binding. In the event that orders received are not clear, it is the responsibility of the Seller’s sales staff to contact the Buyer and obtain clarifications as necessary. Each and every order placed with the Seller is considered accepted, except in case of written notice to the contrary from the Seller to the Buyer within 5 business days of receipt of the order. In any case, execution of the order by the Seller implies acceptance of the order. In the event that the Seller becomes aware of protests for non payment or other legal actions or procedures for insolvency against the Buyer, or if it is apparent that the Buyer’s financial situation has become such that it may put at risk the Buyer’s ability to pay, the Seller may suspend execution of the Buyer’s orders, as provided for by the Italian Civil Code (Article 1461).
3. Price The Seller’s prices indicated in the sales contract and orders shall be valid and shall apply at the time of sale. The Seller reserves the right to modify its prices at any time with the obligation to give the Buyer 30 days' prior notice.
4. Sale and Supply The minimum purchase value for sale and supply of any goods or service is Euro 1.000,00 (excluding V.A.T.) for Italy and for foreign countries. For sales and supplies of lower value the Seller acceptance is required. Weights and dimensions documented at departure shall apply to quantities delivered. At delivery, any quantity variance in the range of plus or minus 2% shall be accepted.
5. Characteristics of the Goods, Technical Information, Uses and Processing. The characteristics of the goods are valid exclusively as stated in the Seller’s descriptions of goods and technical specifications. Public statements and other advertisements made by third parties claiming characteristics of the goods are made under their own responsibility and do not constitute valid information regarding the nature of the goods. Technical information provided by the Seller whether orally or in writing or through tests and trials is based on the Seller’s best knowledge and practices. However, such knowledge and practices shall be deemed non-binding information also with respect to any third-party’s intellectual property rights, and does not exempt the Buyer from performing its own analysis of Seller-supplied goods to determine suitability and/or use for the purposes intended. Any use and processing of the goods are beyond any possible control by the Seller and therefore fall within the exclusive and entire responsibility of the Buyer and its customers.
6. Use of Goods Sale of the Seller’s goods is intended for Buyers who possess the necessary skills for the appropriate use of the goods without risk for the end customers. Processing of the goods and subsequent use are under the full responsibility of the Buyer.
7. Delivery Terms Delivery terms will be established with the Buyer upon receipt of its orders and they shall be anyway not less than 60 days. A pre-determined delivery term is not, in any case, considered final and in case of delay the Buyer shall accept a reasonable deferment. Therefore, any suspension and/or delay in delivery will not involve any right to compensation of any kind and/or to any claim for damages, termination of contractual obligations or rescission of the general terms and conditions of sale and supply. The Seller is entitled to complete orders through multiple deliveries upon agreement with the Buyer.
8. Packaging Packaging of goods is included in the sale price. However, in the event that the Buyer makes specific requests and wishes to use special packaging different from that normally provided by the Seller, the Buyer will pay the full cost of packaging.
9. Shipping and Transport Goods shall be supplied by the Seller F.O.B. Italian Airport or Port unless differently agreed with the Buyer. Cost of transport and delivery at destination shall be at the charge of the Buyer or, if paid by the Seller, shall be debited to the Buyer under the "Shipping Costs" heading on the Seller’s invoices. Whichever the case, risks associated with transport of goods will remain at the Buyer’s charge. The Seller shall not be responsible for delays in delivery, loss or damage of goods occurred in transit from F.O.B. point to destination. Seller’s responsibility ends at the time when goods are delivered to the carrier, against whom the Buyer will have to take all appropriate actions for reimbursement of any damage occurred during transport.
10. Complaints and Returns For any defects discovered in transit or relative to quality or quantity of goods supplied, the Buyer shall give written notice to the carrier and to the Seller within 5 days of receipt of said goods. In the event of damage that is immediately visible with standard handling, the Buyer shall simply sign the transport document upon receipt of goods and shall notify the Seller of such damage. In the event of hidden damage, that is, noticeable only after opening the package or because identification involves more complex procedures, the Buyer shall notify in writing the Seller. In such case the term for the notification to the Seller will be 30 days from receipt of goods. It is understood that no responsibility may be attributed to the Seller for said damage. A failure to comply with the above mentioned terms will mean loss of warranty against defects. The Buyer, who is aware of a defect and still accepts supply of goods or services, may not avail itself of the warranty anymore. Where acknowledged as valid, any such complaints shall only entitle to the right to replacement of goods and shall not constitute valid grounds for claims for damages. Goods under dispute may be returned only with the Seller’s express approval. Returned goods will have to be accompanied by the relevant transport document that will indicate the invoice or the original transport document of the Seller.
11. Payments Payments shall be made according to the methods and the terms indicated on the sales invoice. In the absence of specific indications, “30 days from date of invoice” is understood and mutually agreed as the term of payment. For accounting reasons, figures cannot be rounded up or down as they would not be recognized by the accounting system. Payments are considered completed when the relevant amounts become available to the Seller in one of its bank accounts.
12. Failure to Pay Non payments will bear interest calculated pursuant to point 13 of these "General Terms and Conditions." Interest will be charged to the Buyer. In the event that payments remain outstanding, whether related to agreed installments for a single purchase or to orders for different purchases, the Seller reserves the right to take the following actions:
1st non-compliance with due date – customer orders will no longer be shipped until the outstanding payment is made;
2nd non-compliance with due date – customer orders will be accepted and shipped only after advance payment has been received.
13. Interest on Late Payments Payments not received by the agreed due date will bear interest charged to the Buyer at the current rate with no requirement to provide formal notice to pay the same. Interest on late payments will automatically begin accruing on the day following expiration of the payment term as indicated on the sales invoice. Interest rate on late payments corresponds to rates established by the European Central Bank, increased by seven percentage points (rates are reported in the E.C.B. official bulletin and are subject to adjustment every six months). Pursuant to applicable law, the Buyer who has not made payment within the agreed term, in addition to the amount(s) due and to interest for late payment, shall also refund the Seller of the expenses associated with outstanding payment(s) and legal costs for their collection.
14. Solve et Repete The Buyer may not make complaints and/or disputes related to goods sold and supplied until full payment of the sales invoice is made as provided by Italian law (Civil Code art.1462)
15. Retained Title Goods become the property of the Buyer only after the Buyer has fulfilled all obligations deriving from its commercial relationship with the Seller. The Seller has the right, without extension or termination of contract, to demand return of goods subject to a lien, in case the Buyer is late in fulfilling its obligations toward the Seller. If the Buyer further processes goods subject to a lien, the Buyer will be deemed to be doing so on behalf of the Seller, however, without any title to any claim for the work done. The Seller’s property right extends to end products obtained from further processing of goods subject to a lien. The Buyer shall undertake to carefully store goods subject to lien and to provide, at its own expense, maintenance and repair as necessary. At its own expense and with normal commercial diligence the Buyer is also bound to insure goods against theft and damage. Also, the Buyer will assign to the Seller, in advance, any right deriving from such insurance contracts.
16. Force Majeure and Obstacles to Contract Execution Cases of force majeure of any kind, such as but not limited to transport, or shipping problems, fire, flood, labor disputes or shortage of raw materials and product component, fuel shortages or power outages, strikes, shutdowns, governmental actions or obstacles of any other nature that are outside of the Seller’s control, and that decrease, delay, obstruct, or prevent the production and shipment of goods, relieve the Seller from the obligation to sell or supply during the event of force majeure and its consequences. If, as a consequence of force majeure events, sale and supply is delayed by more than 8 weeks, the Parties are both authorized to withdraw from the contract. If supplies from all or part of its usual sources are scarce, the Seller is not obligated to purchase from other suppliers. In such case and once it has determined its requirements, the Seller has the right to allocate quantities of goods actually available in consideration of the needs of each Buyer.
17. Applicable Law and Jurisdiction These “General Terms and Conditions of Sale” shall be construed, interpreted, enforced and governed by the laws of Italy. The Courts of Vicenza, Italy, shall have exclusive jurisdiction for any legal disputes that might arise regarding the interpretation and/or application of these “General Terms and Conditions of Sale”.
18. Privacy In accordance with Italian Law 196/2003 on privacy and protection of personal data, it is hereby confirmed that as a result of the commercial relationship established between the Buyer and the Seller, data regarding the Buyer will be kept by the Seller only as may be necessary for commercial purposes and for compliance with legal requirements.
With reference to articles 1341 and 1342 of the Italian Civil Code, the Buyer hereby confirms that it has read and expressly accepted the following clauses:
“2: Orders,” “4: Sale and Supply,” “6: Use of Goods,” “7: Delivery Terms,” “9: Shipping and Transport,” “10: Complaints and Returns” “12: Failure to Pay” “14” Solve et Repete” and “17: “Applicable Law and Jurisdiction”
