GENERAL SALES TERMS — EUROMACCHINE
All business relations between EUROMACCHINE SRL (hereinafter Seller) and the Client recipient, are governed by these Terms and Conditions of Sale.
Any order coming from the Client, even if the contract is executed only by facts, shall involve the acceptance and thereby the application without reserves of these General Conditions of Sale.
The General Conditions can be derogated by the Parties only in writing, and in this case, the present general conditions shall still apply to the not derogated clauses.
Any general condition proposed by the Client shall not apply, not even partly, unless they are expressly accepted in writing by Seller.
The present General Conditions of Sale are effective in the case of portioned or gradual sales as well.
The orders for the purchase must be sent by fax or by post or other communication system.
The contract shall be binding only once either the order has been confirmed in writing by Seller or the offer has been accepted in writing by the Client. Every order even if commissioned to Seller’s Agent or Salesmen, shall take effect only once the acknowledgement order has been sent by Seller.
Art. 2 — Characteristics of the Products – Modifications
Any information or data relating to technical features and/or specifications of the Products contained in dépliants, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the contract.
The Seller has the right to make any change on the Product’s information without any notice.
All the information provided for the purchase shall be deemed as mere general documentation not describing any specific product concerned in the purchase.
The output and input and the data power provided by Seller and/or by manufacturers are nominal value with a tolerance margin with respect to the regulations ISO-CEI-UNI.
Except as otherwise agreed, the supply of the Products will be EXW (Ex Works) (the 2010 Incoterms version) even if it is agreed that the Seller will take care, in whole or in part, of the shipment.
The Products shall be considered as sold and delivered and, unless agreed to the contrary, the risks related to them as transferred at the time to first carrier.
The delivery date agreed upon shall be considered as an approximate and not compulsory date for Seller, and, if the delay does not exceed 60 days, any liability for damages caused by the delay shall be excluded.
Any complaint relating to packing, quantity, number or exterior features of the Products (apparent defects), must be notified to Seller, by registered letter with return receipt or any other communication ensuring evidence ad date of receipt (telefax, special courier, registered email with return receipt), within 8 days from receipt of the Products and in any case not later than 12 (twelve) months from delivery; failing such notification the Client’s right to claim the above defects will be forfeited.
Vis major, strike at the Seller’s seat and/or at the Seller’s suppliers and/or carriers, and/or any other cause beyond his control justify the postponement of the confirmed delivery date or, if necessary, the partial or total cancellation of the order.
The Seller shall have the right to stop any shipment (stoppage in transit) in case the Client has been declared insolvent or is in any case to be considered insolvent.
The Client after the delivery must control the Products.
Any objection or complaint relating to the performance of the contract, or to easily recognizable defects of the supply, is to be notified to Seller in writing within a time of 8 days from the receipt of the Product.
In any case, an objection or complaint shall not entitle the Client to suspend or delay the agreed payments.
Any performance of an order by Seller shall automatically entail the complete acceptance without reserves of the present guarantee by the Client, even if it is in contrast with general or particular conditions included in contracts, contract proposals or order forms proposed by the Client.
The Seller’s guarantee concerning the new Products depends on whether it is sourced components of the Manufacturer (motors, alternators, battery), and in that case, the guarantee will be that offered by the Manufacturer for the duration of one calendar year from the time of delivery; or whether it’s components supplied by the Seller, and in that case the present guarantee applies.
The guarantee includes only the replacement of any Product that might have turned out to be defective, with explicit exclusion of any other direct or indirect responsibility of contractual or extra contractual character, affecting things or persons or third parties, in respect of the above mentioned dissimilarities or defects.
The replacement takes place at the full expense of the Seller. The Client is obliged to notify to Seller, in writing within 8 days from receipt of the Products, which of the Products have allegedly resulted defective or not corresponding to the order.
Any claim for damages shall be excluded.
The guarantee, which is valid for 12 (twelve) calendar months beginning from the delivery date of the Products or after any test, shall not be valid and therefore this not applicable in the following cases:
— if the Client, on his own initiative, has modified the Product;
— if the Products have not been used according to the contract terms;
— if the Client has not regularly fulfilled the agreed payments;
— if the defects have been caused by the Client’s negligence in the storage, or by an impropriate use of products;
— if the defects have been caused by the Client’s ineptitude in the use, by overloading, by wear and tear caused by use extended in time, or by an impropriate use of Products;
— if the movement and warehousing of the Product are not carried out in accordance with the regulations on safety;
— if the Product has not been object of the maintenance and/or lubrication services at the times indicated in the » Manual of maintenance» joint to the Product, or if these measures have not exclusively been taken by the specialized staff of the Seller or other staff authorized by the latter;
-if the measures of maintenance prescribed by the factor of the components (e.g. engine, alternator, etc.) have not been taken, if the machine has been used in an excessive way, if not original spare parts have been used, if repairs or modifications have been executed by staff not authorized by the Seller.
— if the place of use of the Products is different from that agreement or if should be subject to variations, if is situated in zones not accessible from ordinary vehicles or the use of the Products must happen in dusty places, salty climates, presence of corrosive substances, elevated damp, serious environmental conditions — low temperatures (less than 15 Celsius degrees) or high temperatures. (higher to +50 Celsius degrees).
Finally, all parts that are naturally subjected to normal wear and tear or consumption (motor oil, filter, belts, etc.) shall be excluded from guarantee.
Art. 6 — Second-hand Products
The guarantee regulated above in art.6 does not apply to second-hand Products that are delivered by the Seller. Those Products are deemed acquired by the Client in the condition they were in at the time of the delivery, as they have been looked at and accepted.
In exceptional cases, the Seller may grant, by way of derogation, the guarantee also in respect of second-hand Products, but this must be explicitly indicated in writing on the confirmation of the order
In any case, the following components are object to any kind of guarantee: the starting battery, the electronic components, the instruments, and, furthermore, all parts the revision and replacement of which is part of the ordinary or extraordinary maintenance measures (e.g. the loss of oil or liquid, the replacement of coupling boxes, gaskets, settings, adjustments, etc.).
The guarantee regulated in the aforementioned art. 5 shall absorb and substitute the guarantees and liabilities provided by the Italian law and the law of the Client’s country. It shall exclude any other Seller’s liability deriving from the supplied Products.
Products shall be when the Seller has verified them and authorised the restitution.
Except as otherwise agreed, the prices of the Products shall be made EX-works in EURO or in the currency in writing agreed in particular conditions, and do not include packaging, delivery, transport costs, VAT or other taxes on business, nor duties.
The prices of the Products shall be considered fixed and invariable if the delivery shall take place within 60 days from the order; for subsequent deliveries will be apply the current price list.
In case of delay or non-payment of the price at the established dates, the Seller will have the right to suspend any further delivery and/or to cancel any order outstanding.
The payment will be made in accordance of the terms and mode agreed in the confirmation order or in the order proposal.
Except as otherwise agreed by the Parties, any other cost or charge or banking fees due relating to the payment shall be borne by Client.
In case of delay in payment with respect to the agreed term, the Client must shall pay to the Seller interest in accordance with D.Lgs. 231/2002 as amended by D.Lgs 192/2012 as subsequently amended from receipt of the request in write form.
Art. 10- Retention of title
In case of extended payment, the delivered Products remain in the Seller ownership until the payment has been entirely fulfilled; the Client undertakes all necessary steps to render effective the property retention in the most favourable form for the Seller.
The Client undertakes to cooperate with the Seller to protect the Seller’s property right.
The Client shall be in charge of any current or future taxes and charges regarding the Products. He has to fulfil any requests of the authorities to obtain the authorisations for the sale of the Products within the Territory.
For any dispute arising the present contract or in connection with it, as well as in case the Client takes up the guarantee, or even in connected cases, the place of jurisdiction of Treviso (Italy) shall be exclusively competent.
However, as an exception to principle hereabove, the Seller shall is in any case entitled to bring his action before the competent court of the place where the Client has his registered office.
The present terms and Conditions of Sale and the rights and obligations that are included in it are governed by the Italian law, and — as far as applicable and not conflicting to the provisions of the present agreement under the international Sales Convention of Vienna of 1980.
The Italian version of the present general sales conditions, besides seeing the original text, will prevail over other versions in other languages.
The present conditions of sale shall govern also supplementary orders.
Following Pursuant to the Art 30/06/2003 no. 196, the parties declare to have informed each other about and to agree each with the fact that any collected personal dates will be the object of a treatment in the Customers or Suppliers Archives for performances of civil or fiscal obligations, as well as for administrative, statistic, commercial and marketing purposes.
The parties who are in the possession of the respective dates explicitly declare to know the contents of the Act 196/2003.