GENERAL SALES CONDITIONS
1) CONTRACT: A Customer's order is considered as accepted only upon the Supplier's written confirmation.
If the confirmation involves some modifications with respect to the Order, the contract is understood as concluded where the Customer had not declared his disagreement in writing within 5 days from the Order Confirmation date.
Any further modification proposed by the Customer will have validity only upon the Supplier's acceptance in writing.
The drafting's and / or the design schemes, when not prepared directly by the Customer and which are eventually enclosed with the Order, will have to be checked, underwritten and approved by the Customer; the order has validity also as a confirmation that said checking of the drafting's conformity with what materially required has occurred. The Supplier therefore will be bound to warranting only the execution of the work in conformity with the design, together with warranting for its components.
2) SHIPMENT: The goods even if sold free of charge travel at the Customer's own risk and peril and are not ensured if not upon the Customer's written request. In case the shipment was partially or totally delayed for reasons not ascribable to the Supplier, the Customer takes all risks for the material storage and the Supplier shall ask for the payment of the storage costs.
3) DELIVERY TERMS: Except for contrary agreement, the delivery term is approximate. The delivery term starts from the date of the Order confirmation and in any case, it does not start before the details of technical character necessary for the supply have been defined and agreed and before the receiving of the payment instalment of the Order. The delivery terms, also the peremptory ones, will fail:
a) when the Customer is in arrears with payments;
b) when the Customer has not supplied, or arranged, within the term provided, what eventually required by the Supplier for the supply execution;
c) when the Customer, even if requested to do so, has not given within the provided term his approval for the designs and execution schemes sent to him by the Supplier;
d) when the Customer subsequently to the Order Confirmation requires construction modifications, or a suspension in delivery or deliveries. The eventual variations or modifications required by the Customer do not suspend the obligation of the Customer himself to observe all clauses, terms and conditions of payment.
e) in case of delays by the Supplier or by his sub-suppliers, due to acts of God (e.g. strikes, lock-outs, accidents, miscarriages, electric power lack, internal or international wars, lack of raw materials due to curtailing or to general measures, etc.).
4) PAYMENT: Payments shall be effected to the Supplier's Head Office or to people by him authorized to cashing. In case of payments extended in time, the instalments should never be more than six, and when in a greater number, each shall be anyway of an amount higher than one eighth of the total price.
The bills of exchange eventually made out or issued for the instalments will be of exclusive disposal of the Supplier, also in case of further endorsements on his behalf, and up to their total paying-off. In case of payments not settled on the agreed date, the Customer shall pay the interests at the official discount rate increased of the 8% yearly. It remains of course unprejudiced the Supplier's right to rescind the contract or anyway to ask for a further compensation for damages.
Any possible outstanding contestation of any kind (delays, faults declared by the Customer) cannot legitimize any suspension or modification of payment terms and modalities.
No judicial or arbitral deed will be possibly carried out by the Customer in case the latter is not up-to-date with his payments, being understood at this regard the "solve et ripete" rule.
5) DOCUMENTS: The illustrations, drawings, designs etc. are of the Supplier's exclusive property and cannot be disclosed to a third party by the Customer without a Supplier's written authorization with the obligation of the eventual restitution in case of non-agreement.
6) TESTING AND CHECKING: The work checking and/or testing shall be previously agreed in writing by the Customer and Supplier on the Order Confirmation. In lack of said agreement the work and supply will be considered accepted at the date of notice of goods ready. Eventual testing costs shall be considered on the Customer's charge if not otherwise and expressly agreed on the Order Confirmation.
7) CLAIMS FOR FAULTS AND DEFECTS: The claims must be presented in writing to the Supplier within eight days from the delivery on the destination place indicated by the Customer. The observance of such term, failing which warranty will expire, is valid also in the hypothesis of a work execution or of a sale with distributed deliveries and starting from each of them.
8) CLAUSE OF RESERVED OWNERSHIP: The supplies are always meant under the reserved ownership clause and remain the property of the Supplier up to the total payment of the agreed price (art. 1523 civil code).
Meantime. the Customer will keep the supplied machinery or material only in trust deposit; therefore, he undertakes not to deteriorate or use it in other way without the Supplier's consent.
The payments, therefore, shall not be suspended or delayed for whatsoever reason, except for the Customer's right to make his reasons heard subsequently and separately. In case of non-payment even of one instalment the Supplier will have right to consider the term benefit as lost, that is to consider the contract as rescinded because the Customer's breach and consequently to withdraw the supplies keeping the paid amounts as compensation, except for the major damages and costs recovery.
9) WARRANTY: The Supplier within the limits set in this article, undertakes to repair and to mend the eventual defects or faults which would appear during the twelve months’ period from the communication notice of goods ready. The cost of the parts or faulty pieces will be on the Supplier's charge. The replaced part become the property of the Supplier.
The interventions eventually necessary during the warranty period, will be carried out FOR FREE in the less time possible by the CMS technicians. For such interventions, the User shall refund to CMS, according to the UCIMU tables in force, only the travel costs (hours and Kms.) board and lodging of the personnel appointed to.
For materials or pieces not manufactured by the Supplier, the warranty granted will be same as that granted to the Supplier by his sub-suppliers.
The eventual notice and request for interventions shall be done, or they will not be valid, in writing and immediately on the same day or the day after the fault or defect occurred and the Customer shall put the Supplier or anybody in his behalf in conditions to carry out the necessary inspections and repairs. For this purpose, the Customer shall prepare, on his care and charge, all means and the auxiliary personnel, eventually required by the Supplier's technicians as well as all the other accessory works (masonry works, etc.).
Nothing will be claimed by the Customer for damages to things or people caused by and inherent in defects and faults occurred to the machine or the same plant, without the Supplier's written agreement, where the assembling and/or starting is carried out without the Supplier's supervision or for defects or faults from this deriving: from materials supplied or from works carried out by the Customer, from wrong use and maintenance (e.g. excessive loads, polluted water, etc.).
The warranty stops being operative if the Customer is in arrears with his payments, and this even when the payments concern another supply.
10) ASSEMBLING AND STARTING: In case the supply assembling and starting is included in this contract, the relative performances will be carried out, except if otherwise agreed in writing, with the UCIMU rate in force at the moment of the execution of the same performances.
The Supplier's assemblers, except for a different written agreement, will work 40 hours a week (8 hours a day, Saturday excluded).
During the assembling phase, all the accident prevention measures will be on the Customer's charge. Any Supplier's responsibility for direct or indirect damages to people or things, which may occur during the assembling and because of it is excluded.
The Customer shall provide so that the Supplier's assemblers can obtain the necessary entry or residence visas or permits.
The Customer shall provide the Supplier with detailed information regarding the specific risks existing in the environment where the Supplier’s installers have to operate and regarding the accident prevention and emergency measures to be adopted, as per art. 26 of D. Lgs 81/08.
During the assembling phase the accident prevention measures, strictly related to the specific activity, will be on Supplier’s account.
As per D. Lgs 81/08, the Customer shall promote the cooperation and the coordination, and will elaborate a document of risk evaluation, whereby the measures adopted aim to eliminate or, when not possible, reduce at the minimum the risks.
For assembling and starting carried out in the Customer's care the attendance of at least one Supplier's supervisor will be necessary, whose performances will be invoiced upon the above-mentioned conditions.
Failing such supervisor, the Supplier declines all responsibility of the good functioning of machines and plants.
11) The manufacturer reserves the right to modify any technical or aesthetic characteristics and descriptions indicated in its offers, eventual order confirmation or supply contract, related to the machinery ordered, implementing them with additional or substitutive equipment and modified technical solutions, without any prior notice to the buyer and/or the final user and without giving them the right to suspend or cancel the existing order/contract or to claim for any whatsoever penalty, compensation, discount, reimbursement or charge, as long as the basic technical characteristics of the machinery and its output remain the same or are superior to those of the proposed machinery.
12) All the machines, equipment and tools that are indicated in this Offer and/or in our eventual Order Confirmation and that are eventually either used individually or grouped together to compose an automatic or semi-automatic work cell have been designed, constructed or purchased and assembled in full respect of the Machinery Directive Norms Annex II.A 2006/42/CE and their updated modifications and integrations concerning safety and 2004/108/CE and their updated modifications and integrations concerning electromagnetic compatibility.
13) PLACE OF JURISDICTION: For any controversy, the Place of Jurisdiction is Vicenza, Italy.