General Sales Terms and Condition
General Sales Terms and Condition
1) CONTRACTING PARTIES
“Seller” means the manufacturer and/or supplier of goods or provider of services.
“Buyer” means the individual, firm or company that requests the supply of goods or provision of services
2) GENERAL SALES TERMS AND CONDITIONS
These General Sales Terms and Conditions shall exclusively apply to products and related services manufactured and/or provided by the Seller to the Buyer and constitute an integral part of the Order Confirmation.
Any proposal howsoever made by the Seller and accepted by the Buyer shall be the only document binding the parties and regulating the agreement as to any provision not set forth in these General Sales Terms and Conditions.
Exceptions to these General Sales Terms and Conditions shall be valid only if confirmed in writing by the Seller.
3) PRICE – TERMS AND CONDITIONS OF PAYMENT
- a) All prices of goods are to be understood “EX-WORKS”, Seller’s premises and are exclusive of packaging costs which will be added separately.
The Seller shall have the right, in its sole discretion, to make any changes in machinery pricing, taking into account internal production requirements and work organization, on the basis of the trend of the main items of cost, as evidenced by official surveys.
The terms within which the proposed conditions are deemed to be valid are stated on Seller’s proposals.
- b) Payment shall be made at the Seller’s premises. In the event Buyer fails to do so, Seller shall be entitled to keep back any down-payment for penalty, without prejudice to the right to compensation for greater damages.
In case of delayed delivery, the Seller shall pay back the amount received in advance by the Buyer, who has no right to claim any further damages thereof.
Failure to pay an amount when due will entitle Seller to charge the Buyer interest at the official bank rate accrued from the due date agreed for the payment.
Any complaints or objections, raised by way of action and by exception, do not give the right to suspend any payments.
In the event of total or partial failure to pay the price within the agreed due date, the Buyer will forfeit the right to the benefit of deferred payment (“acceleration clause”) also for the supplies not yet delivered. The seller may also call for the implementation of Articles 1460 and 1461 of the Italian Civil Code.
Until full payment of the purchase price, the Buyer undertakes to stipulate an insurance policy covering the goods against all the risks according to the uses provided for by the merchandise sector: in particular and by way of example, against damage, theft, fire, flood. At seller’s request, the Buyer must produce proof of the insurance and of regular payment of the premium concerned.
4) RETENTION OF TITLE
- a) Title to the goods shall pass from the Seller to the Buyer at the time of delivery.
- b) Pursuant to art. 1523 c.c., in case of deferred payment, title to the delivered goods shall remain vested in the Seller until full payment by the Buyer of the purchase price.
Buyer undertakes to cooperate with the Seller and shall take any measures necessary to protect the Seller’s property rights.
The Seller shall be entitled to perform any formalities necessary, whose costs are at the Buyer’s charge, to lodge opposition against the claim of retention of title by any third party whatsoever.
The buyer shall not have the right to resell and transfer the goods or give it as collateral security, until full payment of the purchase price to the Seller, who shall immediately be informed by registered letter about any enforcement proceedings affecting the goods filed by a third party.
In the event of a breach of the Buyer’s obligations set forth in this Article, the Seller shall be entitled to terminate the Contract immediately, keeping the sums already received as a penalty, without prejudice to its right of compensation for greater damages.
5) TRANSFER OF RISK
Risk in sold goods shall pass to the Buyer upon their handing over to the carrier or forwarding agent, or in any case upon leaving the Seller’s warehouse for shipment to the Buyer.
6) DELIVERY TERMS
Any delivery terms are indicative in favour of the Seller and in any case with a reasonable margin of tolerance.
The delivery date shall automatically be extended by the period of time corresponding to the Buyer’s delay in paying the price amount due as down payment.
Similarly, when the Buyer or any other appointed person, has to communicate processing information, technical data or other instructions required for the goods preparation, the delivery deadline shall automatically be extended by the period of time corresponding to the delay of notice.
In case of changes in goods, agreed upon between the parties after the agreement stipulation, the delivery term, in absence of an express extension, shall automatically be extended by the period required to make such changes.
The delivery term shall be extended by a period of time equal to the duration of the cause which is impeding or delaying the delivery, caused by acts or occurrences beyond the Seller’s and/or the Buyer’s control, such as (including but not limited to) strikes of any nature, fires, floods, lack of driving force, lack or shortage of raw materials, failures in the Seller’s production plants, import prohibitions (so-called force majeure), due to which the Seller shall not be held liable for a delayed delivery.
The buyer shall inspect the delivered goods upon receipt. Any alleged defects and shortfalls shall be reported at the time of delivery and written down on the delivery note; failure to do this will bring about the warranty to forfeit.
Any costs of stopping, storage or waiting shall be borne by the Buyer, even if the ordered goods are delivered free to destination and transportation takes place by means of the Seller or by a third party appointed by the latter.
The seller guarantees the goods subject-matter of the supply for 12 months as of the date of acceptance testing at the buyer’s factory.
The Buyer shall notify the Seller any alleged defects within 10 days after defects are discovered. Failure to do so will cause warranty forfeiture. The guarantee is limited to the repair or replacement of any defective or faulty parts by the Seller. Any costs incurred pursuant to spare parts shipment, board and lodging expenses of the Seller’s personnel shall be borne by the Buyer.
Seller’s warranty does not cover faulty parts caused by improper use of the goods by the buyer or in case of any unauthorized changes to the goods, tampering with them or if the buyer fails to make payments within the due date.
The Seller shall not be liable for direct or indirect damages caused by non-fulfilment incurred by the Buyer, except for the limit provided for by art. 1229 c.c.
8) ACCEPTANCE TEST
Acceptance test of the goods will be carried out at the Seller’s premises before shipment in the presence of the Buyer or other person appointed by the latter. The test date shall be timely notified by the Seller to the Buyer. If the Buyer does not intend to take part in the inspection, the Seller shall draw up a test report that will be considered valid for all legal purposes and effects whether or not the test has been accepted by the buyer.
Should the supply also include software products, the Buyer is granted only an unlimited and non-transferable user licence for the software used.
The buyer shall not be authorized to duplicate the application software, to modify it, to license it, to transfer it to third parties. In case such events occur, the seller shall be entitled to revoke the license granted.
10) CONTRACT CESSION
This contract shall not be transferred by either party without a prior written authorisation by the other party.
11) COMPETENT COURT
Any dispute, controversy or claim arising in connection with the contract and these General Sales Terms and Conditions, including interpretation, execution and/or termination or validity thereof shall be submitted to the exclusive jurisdiction of the court of Modena.
The Seller shall be entitled to unilaterally withdraw from the contract within and no later than 15 days as of the date of signature without any charge. In this case, the Seller shall pay back the Buyer any down payments received without interest.
Pursuant to and by effect of the articles 1341 and 1342 of the Italian civil code, the Buyer hereby declares that he has carefully examined, that he knows, accepts and specifically approves the sections: 3) Price and Payment Terms and conditions; 4) Retention of title; 5) Transfer of risks; 6) Delivery terms and conditions; 7) Warranty; 8) Acceptance testing; 9) Software; 10) Contract cession; 11) Place of jurisdiction; 12) Withdrawal.