General conditions of Sale
Orders – buyer insolvency
The order is irrevocable by the buyer but does not bind the seller unless accepted in writing by the seller through its legal representative. Any special agreements concerning the supply covered by this order and the terms of delivery, even if made with agents or appointees of the seller, shall not bind the latter unless expressly accepted in writing by its legal representative. The execution of the order by the seller implies acceptance thereof. The buyer’s right to unilaterally withdraw from the order and the contract is expressly excluded. If after the order has been confirmed, the seller becomes aware of protests, seizures, attachments and in general prejudicial acts against the buyer, or it becomes known that the buyer is in financial difficulties, the seller may, at its option suspend the contract and require special guarantees, or terminate the contract for breach of contract by the buyer, pursuant to art. 1456 of the Civil Code, by notice to be sent by letter registered mail, or telegram.
PRICES AND PAYMENTS
The selling price, where not specified, shall be that of the seller’s price list in effect on the date of the completion of the contract. If the products are not received by the buyer at the time of their preparation and delivery, or the preparation or actual delivery has not been possible for reasons beyond the seller’s control, the prices, if not already provided for in the order, shall be subject to the changes in the seller’s price list and in any case to the changes in the cost of materials and labor that have occurred from the time of preparation of the products until their collection by the buyer or acceptance of delivery. Fees, taxes, expenses related to the issuance of bank notes or any regularization of the contract shall be borne by the buyer. Payments must always be made in euros, in cash and to the seller’s domicile. It is within the power of the latter to accept bills of exchange and bank drafts as well, or to authorize drafts or issue bank receipts. This does not, however, produce in any case, either novation of the original claim, or any prejudice to any covenant of retention of title, or any change to the territorial jurisdiction in the event of a lawsuit. Late payment accrues interest at the rate provided for in Article 5 of Legislative Decree 231/2002.
DELIVERY
The delivery period is indicative and runs from the time when all elements of the contract have been irrevocably provided and defined, provided that the buyer has made timely payment of the instalments due. If there are any outstanding payments, including in respect of previous deliveries, the seller shall be entitled to suspend performance of the contract until such time as the payments have been made and suitable security has been provided for the installments due. The delivery period shall be computed in working days, and shall be suitably extended as a result of events beyond the seller’s control such as strikes, labor unrest, lockouts, fires, floods, material or processing rejects, delayed deliveries by sub-suppliers, lack of motive power, and other causes of force majeure. However, delays occurring with respect to the delivery deadline shall never give rise to an action for damages. It is the seller’s right to make partial deliveries. However, delivery shall be deemed to have been made, to all intents and purposes, at the seller’s plant, at the expiration of the twentieth day from the date of receipt of the registered letter with return receipt with which the seller has notified the buyer that the products have been prepared. From that time all risks of the goods shall be transferred to the buyer and the costs from storage, custody, maintenance, and insurance shall also be borne by the buyer. After twenty calendar days have elapsed from the date of receipt of the aforementioned registered letter, without the buyer having arranged for the products to be picked up or arranged for them to be picked up, or without the seller having been able to arrange for delivery, the seller may arrange for the sale to the detriment of the buyer pursuant to Article 1515 of the Civil Code.
PRODUCT CHANGES
All data and characteristics contained in the seller’s catalogs, price lists, illustrations, drawings, offers and advertising material in general are purely indicative and not binding on the seller. The seller reserves the right to make such changes to its products as it deems necessary, without any obligation to give notice to the buyer, provided that the functionality of the product is not altered. The seller is not obliged to make changes applied subsequent to the order to goods already produced, or in the process of production, intended for the buyer.
PROHIBITION OF ACTION
For no reason or cause whatsoever may the buyer bring suit against the seller if he has not first fulfilled the payments contemplated in the contract. The buyer, however, hereby declares that he hereby waives his right to claim damages or expenses arising out of improper use of the goods, or occurring during the time required for any authorized replacement of the goods, or for the replacement itself.
SHIPPING AND TRANSPORTATION
Goods travel at the buyer’s risk, even for sales made ex-destination. When the buyer does not specify, in a timely manner the means of shipment, it will be chosen by the shipper, without any responsibility on the part of the seller. Any shipment made by the buyer for disputed goods, to be substituted for exchange by prior authorization, must be made free port – seller’s establishment, it remaining, otherwise, within the power of the seller to refuse receipt, with exoneration of all liability.
TESTING – PRODUCT DEFECTS
The buyer shall be liable for any injury or damage caused to the seller’s testers or to third parties, on the occasion of or in dependence upon the testing, unless it is performed at the seller’s plant . The testing shall be carried out at the time of delivery; if it should be postponed due to the fact and fault of the purchaser, it shall not take place unless travel, labor and travel expenses are paid in advance. Upon completion of the testing, the purchaser shall issue to the seller a written statement of the results obtained. Failing from the issuance of such a statement, the goods bought and sold shall be deemed unconditionally accepted without reservation. If the good bought and sold, is not to be subjected to testing, the buyer shall be obliged to diligently verify upon delivery that it is free from defects. Any defects must be reported to the seller by registered letter with return receipt within eight days, which shall commence: a) from the time testing is carried out; b) if testing is not to be carried out, from the date of delivery; c) if the defects are not susceptible to detection as a result of the aforementioned testing, or verification, from their discovery. Failure to comply with the aforementioned terms shall result in forfeiture of the warranty action.
COVENANT OF RESERVATION OF DOMAIN
In the case of installment sales, until the buyer has made full payment of the price, the goods supplied shall remain the property of the seller and may be claimed by the seller wherever they may be, even if combined or incorporated with goods owned by the buyer or third parties, pursuant to and in accordance with Article 1523 et seq. of the Civil Code. During the aforementioned period, the buyer shall assume the obligations and responsibilities of custodian of the things supplied and may not alienate, give in use or pledge, move, let seize or attach such products without declaring the ownership of the seller and without giving immediate notice to the same by registered letter with return receipt.
DEFAULTS OF THE BUYER – TERMINATION OF THE CONTRACT
Failure to pay two installments, even if not consecutive, of the agreed price on the established due dates, will result in the buyer’s forfeiture of the benefit of the term, and the seller may take action to obtain the entire difference in price still owed to her, or for termination of the contract, pursuant to art. 1456 of the Civil Code, to be communicated by registered letter with return receipt. In the latter case, the purchaser must immediately return the goods, and must pay a penalty of €. 50.00 per day for each day of delay in such return. This is without prejudice to compensation for greater damages. The seller may also retain the installments already collected as compensation, except for the greater damages incurred.
ASSIGNMENT OF CREDIT
The buyer hereby declares that it accepts as of now, pursuant to and for the purposes of Article 1264 of the Civil Code, the possible assignment of the credit claimed by the seller against it to the factoring company or equivalent, expressly exempting it from any other burden of notification, except the confirmation of the intervening assignment by registered letter with return receipt.
COMPLAINTS – COMMUNICATIONS
Complaints and disputes of any kind must be made to the Seller’s registered office. For the purposes of this order and the subsequent contract, the purchaser elects domicile at the place shown on the title page of this order, and all communications may be sent to him at such domicile, or at such other registered office as the seller may choose.
COMPETENT COURT
For any dispute, the exclusive jurisdiction of the Justice of the Peace or the Court of Rome is recognized, depending on the value. It shall, however, be at the option of the seller to bring the case before one of the other competent Courts in accordance with the law.
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