1 – CONTRACT AND ORDERS. These General Terms and Conditions of Sale shall apply to any and all business transactions and all future orders made by the customer, even if these General Conditions are not expressly referred to, mentioned or expressly accepted by the Purchaser, and shall supersede any terms and conditions of the Purchaser and all previous or additional agreements or addition to any order between the parties, also in the case of a leasing company being involved. In any event receipt of goods, will express means of acceptance of these General Terms and Conditions. All offers and quotations made by the Company are not binding until orders by the Purchaser have been accepted in writing by the Company. The Company’s confirmation involving changes or additions to the order shall be deemed accepted by the Purchaser if no request of variation is sent by the Costumer within days 15 of receipt of the variation. The Company is allowed to refuse new modifications after the expiration of the said deadline. Once a purchase order has been accepted by the Company, the Purchaser may not cancel it without the penalty for all costs incurred, including any damage and loss of profit. Prices are updated every 4 months, so If an order cannot be executed due to a delay caused by the Purchaser, prices will be updated. Orders are accepted under the condition that any technical problems that may arise can be solved without any price variation. If technical matters do arise the Company reserves the right to wave the order, returning the deposit or any payment received and the Purchaser waves all rights to request of damages. The Company will notify the Purchaser of any said technical matter and possible alternative solutions. Goods are sold only to VAT registration number holder Purchasers and the minimum invoice amount is euro 150,00 plus VAT.
2 - SPECIFIC REQUIREMENTS. The goods fulfill the general safety law legislation. According to that, the Purchaser shall comply with italian D. Lgs n. 277/1991 and shall specify if the requested products must fulfill special noise-reducing level requirements, also through special components (noise reducer devices), otherwise the Company will only inform the Purchaser if the products noise level found is equal to or higher than 80 Db.
3 - PACKING AND DELIVERY. Unless agreed otherwise, goods shall be delivered to the Purchaser in accordance with the Incoterms ICC rule, Ex-Works (EXW), the Costumer must clear the goods for export, bear any costs, and must load them. The Purchaser agrees to bear and comply with all applicable import and export control laws and regulations now or hereafter in effect. Packaging is borne by the Purchaser, it is billed at cost and it is non-returnable. The goods are the Purchaser’s responsibility ex-works from the moment of the delivery even if the goods are collected by a carrier at the Company premises, even if sold free of carriage, or even if the Company bears the transport costs. All delivery dates quoted are estimated, not guaranteed, do not form a term of this contract, and delivery date starts when all details and all the technical data is agreed, and on condition that the Purchaser has made the agreed payments on time. The delivery term is extended in case of any delay, impediment or prevention attributable to the Client, or the Client's personnel, if samples are not available, in case of technical difficulties, and when force majeure applies, such as any circumstances out the Company control (strikes, lockouts, fires, floods, delayed deliveries from sub-contractors, etc). Partial deliveries shall always be accepted, and therefore a delayed partial delivery, not preventing the use of the product, does not constitute a breach, as well as any delay related to the delivery. Delivery is considered completed when the Company informs the Purchaser that the goods are ready to be collected. From that date, all risks, costs, custody, maintenance and insurance, etc, are borne by the Purchaser. In case of delivery delay due to the Purchaser, the Purchaser shall pay € 30.00/day for the storage.
4 – TEST ON COMPLETION. Acceptance testing shall take place at the Company premises with its own technical procedures within 7 working days from the delivery. The Purchaser’s attendance must be agreed upon in writing at least 5 days before. In any case, if the Purchaser does not attend the acceptance testing, or if it is agreed that he will provide for the test but does not within the same term of 7 days, the Company may proceed with the tests, and the tests shall be deemed to have been made in the Purchaser’s presence and be applicable.
5 – PRICES, PAYMENT AND TERMINATION. Unless agreed otherwise, prices quoted are always net, on an Ex Works basis, Incoterms ICC rule, exclusive of VAT, taxes, packaging, disassembly, insurance and costs of every kind. In the event that the Purchaser is in breach of these Terms and Conditions or any agreements between the parties, also if a leasing company is involved, or it goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect to the whole or any part of its assets or is insolvent or his credit rate deteriorates, the Company is entitled to: (i) withhold future deliveries; and/or (ii) in case of delay of payment, apply default interests in compliance with art. 5 Italian Legislative Decree n. 192/2012, and on Dir. 2011/7/UE and further updating; (iii) suspend the fulfillment of his own obligations or suspend the functional effects of the goods with no no liability in respect of any damages suffered by the Purchaser or any third party; (iv) take possession of the goods, wherever located, and remove the same, without a legal process or Purchaser authorization, at Purchaser’s expense; (v) waive discounts and any payment installments agreed and immediately seek the total amount due; and/or vi) keep the deposits and installments received as partial compensation, and reserve any right to seek damages. Without prejudice to the generality of the foregoing provisions, the Company shall not in any event be liable to the Purchaser for any indirect or consequential loss or damage. In any case the Purchaser shall not raise any question regarding the delivery of the goods until the balance is received by the Company.
6 – WARRANTY. The Company guarantees that all products shall remain free from defects in material and workmanship for a period of 12 months from date of delivery provided that: (i) the Company receives written detailed notice of any non-conformance or defect in the goods within 8 days of receipt of the goods by the Purchaser, with registered letter, or, where the defect is not apparent on inspection upon delivery, within 8 days from the date such non conformance or defect is first discovered; and (ii); the goods are installed and maintained in strict accordance with the Company’s instructions and defects are not caused by Purchaser’s personnel or collaborators; and (iii) such defect shall be deemed to the Company’s satisfaction to be the sole responsibility of the Company; and (iv) force majeure does not apply; and (v) the Purchaser has paid in full; and (vi) the Costumer has not used any not authorized lubrificant or made any alteration to the product; and (vii) no third party has been involved; and vii) such defect does not arise from ordinary wear and tear; (viii) in any case the time limit to start a related proceeding must be within 12 months from the date of delivery. No exception to the time-limit applies, nor waiver applies, if the Company inspects the goods after the said term sub (i) and/or sub (viii) has expired. The above guarantee shall be limited to, at the option of the Company, and to the exclusion of any costs (transport, dismantling, removal and reinstallation of the product, etc) either replacing, repairing or issuing credit. If the goods have been purchased by a third party, the third party warranty will be directly transferred to the Purchaser. The Company shall not be liable for any defect arising from any design, specification or information supplied by or requested by the Purchaser.
7 –RETENTION OF TITLE. The ownership of the goods will not pass from the Company to the Purchaser until the Purchaser has fully paid for the goods, including possible interest or other fees incurred due to overdue payment. The Purchaser can use the goods, but until the goods have been paid in full, the goods must be stored separately from goods belonging to third parties; labeled as the Company's property; the Purchaser must allow the Company access to his premises to verify that the obligations are being complied with or to repossess the goods in case of breach of contract. Should the Purchaser resell the Products before completing payment to the Company, the Purchaser shall hold as trustee for the Company all monies recovered from the sale of the goods. If the Purchaser has incorporated the goods into other articles, upon request of the Company and at its own expenses, shall separate the goods and redeliver them to the Company. In case of outstanding payments, or in the case where the Purchaser goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect to the whole or any part of its assets or is insolvent or his credit rate deteriorates, the Company has the right to: (i) enter the Purchaser's premises to repossess the goods, as well as third parties premises if the goods have been sold, without Purchaser permission or without notification; and (ii) take any legal action, to keep any deposit received as partial payment and to seek damages. If the law of the country where the goods are located after delivery does not permit the Company to repossess the property, the Company shall be entitled to the benefit of such other rights in respect thereof as such law permits. The Costumer shall give every assistance in taking any measures required to protect the Company's right of property or such other rights as aforesaid.
8 - LIEN. Without prejudice of the retention of title clause n. 7, the Company shall have a general lien in respect of all sums due from the Purchaser upon all products to be supplied to the Purchaser or upon which work has been undertaken on the Purchaser’s behalf and, upon 14 days written notice to the Purchaser, may sell such products and apply the proceeds towards the satisfaction of any sums due to the Company from the Purchaser. The Company has also the right to register lien on the goods and the Purchaser shall take any necessary step, otherwise the Agreement will be terminated.
9 –INTELLECTUAL PROPERTY. Any and all inventions, patent applications, patents, copyrights, trademarks and trade names, trade secrets, and information embodying proprietary data existing and owned by the Company as of the date of the order or made or conceived by employees, consultants, representatives or agents of the Company during the term of this Agreement, shall be and remain the sole and exclusive property of the Company. Purchaser shall have no rights therein. The Company reserve the right to change, at anytime, trademark, product details, and any of his distinguishing signs or product’s details.
10 – CONFIDENTIALY. The Purchaser undertakes to treat with the utmost confidentiality all the information/data/designs/know-how/documentation transmitted by the Company or that it may come to know in connection with the execution of any sale contract, even if they is not marked or identified as secret or confidential, to adopt any and all measures required in order for its employees and collaborators do not disclose the confidential information to third parties or use it in an inappropriate way. The confidential information shall not be copied or reproduced in any way, unless with the prior written consent of the Company, and all the copies of the confidential information shall be immediately returned to the Company upon simple written request of the same.
11. SEVERANCE AND WAIVER. If one or more clauses of these conditions is considered to be null or void according to the applicable law, the remaining clauses shall remain in force and the Parties agree to fulfil any lawful reciprocal obligation which might pursue the same objective of the clause or clauses which have been declared null and void The failure to exercise or delay in exercising a right or remedy provided by this General Terms and Conditions or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
12 – GOVERNING LAW AND JURISDICTION . Any dispute or claim arising out of or in connection with these GTS or subject matter shall be irrevocably governed and construed in accordance with the exclusive law of Italy specifically to the exclusive jurisdiction of the Courts of Bologna, Italy. To the extent allowed by law the Company may take concurrent proceedings in any number of jurisdictions. 13 - PERSONAL DATA AND COMMUNICATION. Personal data processing will be performed in full compliance with Data Protection law in force, respecting the Parties’ rights, dignity and to fulfill the necessary administrative and accounting requirements. The Parties herewith declare to have received in full all information in accordance with art.
13, EU Regulation 679/16 and give consent to the processing of personal data and the data of the Company they represent. Any notice or other communication is considered valid and binding also if addressed to the parties at their respective e-mail addresses or fax number as stated in the order or in their web-sites.