Art. 1 – Supply regulations
The supply relationship is regulated – exclusively – by the agreements and by the conditions referred to in these general conditions, which will be supplemented by a specific communication from the Seller to the Buyer (hereinafter the “Order Confirmation”).
The clauses added to the Order Confirmation prevail over these general conditions if they are incompatible with it.
Any further communication, written or verbal, different from these general conditions and/or from the Order Confirmation, of the Buyer’s origin (such as, for example, requests for offers and/or orders: hereinafter “Order (s)”), is to be intended as a purely executive act of the supply relationship. Any clause and/or condition contained in the Order will be without value and not binding for the Seller if not reproduced in the Order Confirmation. In any case, the Seller reserves the right – at its sole discretion – not to accept the Orders.
Art. 2 – Price and payment terms
The Product will be invoiced at the price indicated on the Order Confirmation.
The payment term is understood to be thirty days from the invoice date by withdrawal of the ri.ba (electronic bank receipt). Payment must be made at the Seller’s headquarters.
The delay in the payment, even partial, of the invoices issued by the Seller, will cause the default interest to be charged, which will be charged according to the conditions and to the extent provided by Legislative Decree 9.10.2002 no. 231, implementing Directive 29.06.2000/35/CE and any subsequent amendments.
Failure or incorrect payment, and in any case the delay in payment, will entitle the Seller to modify the conditions of payment for further supplies, as well as suspend the execution of the supply relationship, and in any case – in consideration of the importance of the fulfilment – to terminate the supply relationship by right, by sending the relative notice to the Buyer by registered letter, providing for damage compensation.
Whenever the Seller deems that the Buyer’s asset conditions have become such as to endanger payment of invoices, the Seller will have the right to depend the delivery of the Product to the provision of suitable guarantees by the Buyer or suspend the execution of the supply relationship.
Art. 3 – Shipping
The Product travels at the risk and peril of the Buyer even if shipped carriage or postage paid. The Seller assumes no liability for damages suffered by the Product after it has left its factory or warehouse. The Buyer is therefore obliged to provide for the protection of his interests towards the carrier pursuant to the law.
Art. 4 – Delivery and ownership of the Product
The Buyer shall acquire ownership only upon full payment of the invoice issued by the Seller, but shall assume all and any risks inherent to the Product, including the risk of deterioration of the same, from the moment of delivery of the Product to the agreed place of destination. From such moment the Seller shall be freed of all and any liability regarding the product.
Art. 5 – Packaging
The Seller will provide the packaging according to the best practices. The Seller is in any case exempt from any liability for losses and damages, which do not depend on the intent or gross negligence of the Seller and are not a direct and immediate consequence of his behaviour.
For particular types of packaging, the extra prices indicated in the Order Confirmation will be charged in the invoice.
Art. 6- Delivery terms
The terms of preparation, presentation to testing, shipping or delivery, resulting from the Order Confirmation, are merely indicative and are given without guarantee.
In consideration of the merely indicative nature of the terms indicated above in art. 6.1., the Seller is not liable for damages directly or indirectly caused by the delayed execution or delayed or non-delivery of the Product. Any delays by the Seller will therefore not in any case give rise to compensation for damages or termination of the supply relationship.
Art. 7 – Guarantees
The Seller guarantees that the supply of the Product will comply with the characteristics and conditions specified in the Order Confirmation.
In any case, the Seller cannot be held liable for the applications and operations to which the Product will be submitted by the Buyer or on his behalf, nor does it assume any guarantee regarding the merchantability, quality and adequacy of the Product for specific purposes.
Any technical specifications and/or guarantee requests advanced by the Buyer shall not be taken into consideration unless shown in the Order Confirmation.
Art. 8 – Complaints
In the event that the claim, promptly submitted, proves to be founded following verification carried out on the Product by the technicians of the Seller, the obligation of the Seller is limited to the payment of compensation within the maximum limit of the Product price, with the Buyer’s obligation to return the claimed Product in advance, unless the Parties expressly agree to replace the recognised non-compliant Product.
In any case, any right of the Buyer to request the termination of the supply relationship and/or compensation for damages and/or reimbursement of expenses incurred for any reason is excluded.
Any claims for Product not corresponding to what is indicated in the Order Confirmation must be submitted in writing, under penalty of forfeiture, within fifteen days from receipt of the Product.
The claim of any hidden defects must be made in writing, under penalty of forfeiture, within eight days of discovery, and in any case within ninety days of receipt of the Product. In any case, the Buyer forfeits the right to claim, and to replace the product, if he does not immediately suspend the processing or use of the disputed product.
Claims and complaints do not entitle the Buyer to suspend payment, even partially, of the Product invoice, or to suspend the collection and/or payment of further supplies.
Art. 9 – Taxes
Value added tax at the current rate of the date of invoicing shall be added to the invoice price for supplies within Italy. The taxes and/or duties that affect the Product upon entry into other countries are the Buyer’s liability.
Art. 10 – Withdrawal
In the case of unforeseen events, force majeure and unforeseeable circumstances, the Seller will have the right to suspend the supply in progress when, wherever this happens, facts or circumstances occur that substantially alter the state of the markets, the value of the currency, the conditions of the Italian industry, or there are circumstances, at the indisputable discretion of the Seller, that do not allow the useful continuation of the supply relationship.
In any case of withdrawal by the Seller from the supply relationship, the Buyer will not be entitled to indemnity, compensation or reimbursement.
Art. 11 – Jurisdiction
Any disputes that may arise between the Parties in relation to the supply relationship will be referred exclusively to the Court of Lecco (Italy).
Art. 12 – Applicable law
The supply relationship is regulated by laws of the Italian Republic.
The supply relationship is considered concluded in Italy, at the sales offices of the Seller.