SUBJECT OF THE AGREEMENT
The subject and price of this supply are strictly delimited by the agreement herein and anything that is not mentioned therein shall be excluded. The amendment, even of a single item, will void any price obligation unless otherwise agreed in writing. Any change or addition, with respect to what is mentioned, will be borne by the Client.
ACCEPTANCE BY THE COMMISSION – SUSPENSION OF SUPPLIES
By signing the agreement herein, the Client signs a firm proposal which commits him/her for all that is envisaged therein, while the supplier company reserves the definitive acceptance by means of a separate written confirmation or by starting the execution. The supplier company may suspend or interrupt the delivery of supplies, at its sole discretion, in case the situation or the commercial, economic and financial references of the Client do not provide suitable guarantees of fulfilment of the obligations undertaken by the Client itself with the commission herein.
METHOD AND PLACE OF PAYMENT
Any facilitations of payment by draft or bills of exchange, or in the hands of an authorised person, do not invalidate the supplier company’s right to demand that payment is to be made by direct transfer remittance at its own headquarters. The release of bills of exchange is always intended “with recourse”, such release and any renewals never constitute novation of the original contractual obligations. The balance payment must be made within 8 (eight) days of testing unless otherwise agreed in writing. Any payments by bank transfer must be made to the banking details indicated by the Supplier within the order confirmation or communicated by means of certified email (PEC) or registered letter with notification of receipt; any payments made to different banking details through other methods (e.g. simple email or verbally) do not release the Client from the obligation to pay the price.
COMPENSATORY INTERESTS ON ARREARS OR FEES
In case of delay, due to any reason, in the payment of the fees or of the individual instalments or agreed advances, interests on arrears will start by right, to the extent of 5% (five percent), in addition to the official discount rate of Banca d’Italia. In any other case interest is due, it will be calculated in the same way.
PRICE CHANGES DUE TO ORDERS WITH DEFERRED EXECUTION
In the event of an increase in the costs of materials and/or labour in the period between the date of the offer and that of the actual delivery of the machinery, the supplier company is expressly authorised by the Client to revise the prices established in commission up to a maximum of 10% (ten percent), envisaged as a legal risk threshold.
DEMAND FOR IMMEDIATE PAYMENT AND EXPRESS TERMINATION CLAUSE
Failure to pay even a single instalment or advance at the agreed deadline will generate the other party’s right to demand for immediate payment of the residual price and of any other consideration due to the supplier company and authorises the supplier company itself to suspend any further deliveries, even related to different orders, and to consider the contract fully terminated pursuant to art. 1456 of the Italian Civil Code, with consequent right to compensation for damages. In the event of termination due to failure to fulfil, the Supplier will be entitled to withhold the instalments paid until the time of non-fulfilment as an advance payment for the compensation for any further damage.
“SOLVE ET REPETE” CLAUSE
In no case, the Client may deny or delay payments at the agreed deadline, by pleading or raising disputes or objections concerning the supply. Any reasons in favour of the Client may be exercised after the full payment of the price.
TERMS AND PLACE OF DELIVERY
Delivery terms, however specified, are purely approximate and not mandatory; in no case the Client will have the right to refuse the goods or request the termination of the contract or the compensation for damages for any delays in delivery.
In all cases in which the payment of the entire amount is not made at the same time as the delivery of machinery and/or equipment, the latter, although already installed, remain the property of the Supplier until the price is actually and fully paid. In the event of termination of the agreement due to the Client’s non-fulfilment, any sums already paid by the Client itself will remain the property of the Supplier by way of indemnity, without prejudice to compensation for further damages.
WARRANTY FOR DEFECTS
Machines and/or equipment are guaranteed by the manufacturer for 12 months from delivery or from the preparation of the positive test report. The guarantee consists in the replacement or repair of parts, that show ascertained defects in terms of material or construction, free of charge. It takes place after examination and claims for defects by the Seller’s workshop. Any costs for transport, travel, labour for the assembly or replacement of the defective parts are borne by the buyer in the event that it is found that the defect or fault is not attributable to the manufacturer. It is intended that any parts worn out due to normal working wear will not be replaced under warranty. Any used machines and/or equipment will not be covered by the warranty. The supplier is automatically exempt from any obligation in case the buyer exposes the machines and/or equipment to the care of any mechanics that are not authorised by the Seller, or uses non-original spare parts, uses oils and grease for lubrication other than those indicated by the Seller, or uses the machines in a manner that is not compliant with the manual of instructions provided by the selling company. The Seller declines any and all responsibility for any accidents that may occur to people and things due to or independently from the use of the machine supplied, e.g. accidents caused by cardans, transmission shafts, etc. No other obligation shall be borne by the supplier company. In the aforementioned cases, any Client’s right to request the termination of the contract or the compensation for damage or the price reduction is excluded. In any case, the extent of the compensation for damage originating from defects or faults of the machinery cannot exceed the price of the machinery itself. The warranty for defects does not cover the electrical parts of the machine. Compensation for any indirect damage is expressly excluded.
Without prejudice to Client’s payment obligations, which in any event shall be performed at the contractually agreed time, no event constituting a breach of these General Condition shall give rise to termination or to compensation for any damages if it is due to the occurrence of a cause of force majeure or fortuitous event (including, but not limited to, strikes, fatalities, epidemics, embargoes, armed conflicts, state measures, or any other national or supranational authority, interference by military and civil authorities, acts of terrorism, riots and civil unrest, sabotage, fires, including arson, and in any other case of force majeure or fortuitous event provided for by the applicable laws), the act of which is carried out in such a way so that it could not have been reasonably foreseen or controlled by the Parties, and without such act having contributed to the negligible conduct of the defaulting Party. The Party seeking relief shall, as soon as practicable after the impediment and its effects upon its ability to perform become known to such Party, give notice to the other Party of such impediment and effects thereof on its ability to perform. Notice shall also be given when the ground of relief ceases.Should a cause of force majeure or fortuitous event preventing the performance of the agreement in force occur for more than 8 (eight) weeks, either Party may terminate the agreement by sending the other Party the appropriate notice by means of registered letter with return receipt or by international courier with acknowledgement of receipt.
Any foundations and masonry works with related calculations and static assessments, the modification of any existing structures, loading and unloading of materials at your premises, transport and assembly and testing if not provided, electricity for assembly and safety coordination (pursuant to (It.) Legislative Decree 81/08 and subsequent amendments), connection to the gas or diesel fuel line of the burner, connection to the electricity grid, system grounding, lightning prevention system, licences permits authorisations and similar, certification of successful interconnection or industry 4.0 certificate of conformity, together with anything else that is not expressly indicated in the general terms of sale herein, are excluded.
TAXES IMPOSED AND OTHER CHARGES
Taxes, duties and all the present and future charges deriving from the contract proposal herein are borne exclusively by the Buyer.
APPLICABLE LAW AND JURISDICTION
The parties agree that for any dispute concerning the contract proposal herein, the Court of Padova is the one and only competent court. The agreement herein is subject to Italian law.