Terms of sale
(1) GENERAL TERMS OF SALE (GTC) AND PURCHASE ORDER (PO)
TheBuyer, by sending the PO, undertakes to observe, in its relations with the Supplier, these GTC, declaring that it knows and accepts them in full and without exception.
(2) CONCLUSION OF THE CONTRACT AND CONFIRMATION OF THE ORDER (CoO)
ThePO, sent in writing by the Buyer, shall be deemed irrevocable until receipt of the CoO or rejection by the Supplier. The Contract is concluded when the Supplier’s CdO is received by the Buyer,
or if it, even without express acceptance, initiates the performance of the service.
Delivery shall be deemed to be made in accordance with the delivery period specified in the CoO, interpreted according to INCOTERMS 2000. In case of failure to expressly state the delivery date in the CoO, the Product will be
Delivered EXW main office of the Supplier. The terms of preparation, shipment and delivery, however agreed upon, are neither peremptory nor essential, but are to be understood as purely indicative and not binding on the
Provider. Should the Supplier postpone the delivery from the scheduled time, at the request of the Buyer or for any cause even indirectly attributable to the Buyer, all additional costs, if any, including storage costs,
handling and transportation, are the responsibility of the Buyer.
(4) PRODUCT DEFECTS
All products manufactured directly by the Supplier are guaranteed for 3 years from the date of purchase or delivery to the Buyer. The warranty excludes components not manufactured directly by the Supplier and any damage caused by the
same. The warranty excludes defects and damages resulting from improper installation, negligence, improper maintenance, natural wear and tear of the product/component. Product damaged by improper use or inappropriate transportation shall not be
replaced and does not legitimize credits. The warranty does not cover defects resulting from improper storage and/or use and/or assembly and/or cleaning of the Product by personnel not appointed by the Supplier and, in any case, from alterations
and/or repairs performed by third parties without prior written consent from the Supplier or resulting from normal deterioration of Product parts. The warranty shall cease immediately if the Buyer fails to comply with the deadlines or manner of
payment, even normal use and maintenance instructions for products in the industry or when the Product is used for applications not in accordance with its normal use and/or in a manner deviating from specifications
techniques. The Buyer shall examine the Product upon delivery and report any lack of conformity of the same in writing within 8 days from the date of delivery or, in the case of hidden defects, from the time he or she discovered or would have
had to discover the defect or lack of conformity, under penalty of forfeiture of all rights. The Supplier reserves the right to examine the merits of the claim and, if it is unfounded, may charge the related expenses to the Buyer. Complaints
or disputes do not entitle the Buyer to delay or suspend payments. If the claim is well-founded, the Provider may, at its discretion and within a period to be agreed upon, (a) return the amount paid, (b) replace the Product with a
conforming, c) repair the Product at its own expense, subject to the right to return the disputed Product. Defective parts will be replaced free of charge with only transportation costs charged.
The price of the Product, to which the parties refer, is that expressly stated in the CdO sent by the Supplier to the Purchaser. The price is exclusive of VAT and does not include costs for ordinary packaging or transportation.
Payment must be made on the terms and in the manner specified in the CdO and/or sales invoice. Payment is considered to be released only if made directly to and received by the Supplier and, in any case, in the currency
and in the forms specified in the sales invoice. Any payment made in a place, in a manner, or to a person other than those agreed upon will not be deemed to be released. Late payment will result in charges and interest charges
ex D.Lgs. 9.10.2002, n. 231. In the case of installment payments, failure to pay even a single installment causes the Buyer to forfeit the benefit of the term and entitles the Supplier to demand payment of the entire claim, even if
still not contractually due, as well as that relating to supplies and/or orders still in progress, and legitimizes the immediate suspension of any current or scheduled deliveries, or, at the sole discretion of the Supplier,
the cancellation of orders already confirmed, without the Buyer having any claim for compensation or indemnity whatsoever, without prejudice to any and all rights of the Supplier to obtain from the Buyer compensation for any damages, costs
and expenditure incurred. Payment for the Products must, in any case, be made regardless of the circumstance of total perishment
Or partial of the same. In the event of non-performance of the payment obligation, the Supplier is entitled to have the Product sold on behalf of and at the expense of the Buyer, notifying the Buyer of the time and place of the sale. If the payment is
made by documentary credit, the documents must be in English regardless of the nationality of the contractor and the contract language.
(7) RESERVATION OF PROPERTY
The Supplier retains title to the Product until full payment is made by the Buyer. Retention of title does not affect the passing of risk.
(8) LIMITATION OF LIABILITY
The Supplier shall be liable for damage to property owned by the Purchaser only if it is proved that such damage was caused by the negligence of the Supplier or its employees. The Supplier is not responsible for, and therefore is not liable to compensate the
consequential damages, loss of production, profit, or any other economic or indirect consequences of any kind resulting from its non-performance, except in the case of willful misconduct or gross negligence. Any delays in delivery will not
shall not give rise to penalties, nor to damages, nor to the accrual of interest, nor to the termination, even partial, of the Contract by the Supplier. The Supplier’s liability for defects or faults in the Product shall not exceed
the value of the Product itself. The right of recourse under Art. 1519-quinquies Italian civil code. The Supplier’s liability for punitive damages (“Punitive
Damages”), particularly in the U.S.A. The Buyer’s right to terminate the Contract is excluded in any case.
In the event that the Purchaser is subject to insolvency proceedings or is known to be in a state of financial difficulty or is not fulfilling any of its contractual obligations and/or those set forth in these GTC, the
Supplier may terminate the Contract by written notice to Buyer. In case of non-payment or late payment, the Supplier reserves the right to terminate the Contract ipso jure by written notice to the Buyer,
without the need for formal notice, reserving the right to take action against the Buyer for payment of the amount due and compensation for the damage suffered. Termination of the Contract for any cause whatsoever does not affect the rights acquired
By the Supplier until the time of termination. In the event of termination, the sums already paid shall remain definitively acquired by the Supplier as a penalty on account of additional damage and the Product shall be immediately
returned to the Supplier, at the Head Office or at the different place indicated by the Supplier, reserving the right for the Supplier to provide transportation directly or through a third party of its choice, at the expense and risk of the Buyer.
(10) FORCE MAJEURE
The Parties shall have the right to suspend the performance of their respective obligations in the event that this is prevented or made excessively burdensome by extraordinary, unforeseeable circumstances beyond the control of the Parties, such as, for example, labor disputes,
fires, wars (declared or undeclared), general mobilization, riots, requisitions, states of crisis, embargoes, restrictions on the use of energy sources, non-delivery or delayed delivery of sub-suppliers, etc. The party invoking a cause of
must notify the other party in writing, without any delay, of its occurrence and termination. Notwithstanding the provisions of these GTC, either party may terminate the Contract, by written notice to the other, if the
suspension of execution due to force majeure, as defined in this article, lasts more than six months.
(11) INTELLECTUAL PROPERTY
In accordance with Art. 39, Section 7, of the TRIPS agreements, the Buyer shall not disclose, divulge, use in any way the know-how, technical, administrative and commercial, owned by the Supplier, nor appropriate it in any way.
The original version of these GTC is in the Italian language. All communications sent to the Supplier, in order to be considered effective, shall be in the Italian language, unless express written provision is made to disapply this clause.
(13) APPLICABLE LAW
All of Supplier’s contractual relationships are governed by Italian law and, subordinately, by the Vienna Convention on the International Sale of Goods as applicable.
(14) COMPETENT COURT
All disputes relating to the interpretation and execution of Supplier’s contracts shall be submitted to the exclusive jurisdiction of the Italian Judicial Authority of the Court of Verona. The Supplier retains the right to agree
the Purchaser at the forum where the latter has its seat or where the goods in dispute are located.
(15) PROTECTION OF PERSONAL DATA
ThePurchaser declares that he/she has been informed of all the elements provided for in Art. 13 of Legislative Decree. 30.6.2003, n. 196 and gives consent, pursuant to Art. 23 of the aforementioned Decree, that personal/corporate data be processed in accordance with the law and
possibly communicated to third parties.
(16) FINAL CLAUSE
These GTC supersede and prevail over any prior agreements between the Supplier and the Purchaser. In the event that a single provision of these GTC is invalid, the Contract shall remain validly governed by the