Standard Terms & Conditions
Quotations made by the Supplier are not binding in any respect. Data included in printed matter, quotations and in the order acknowledgement as well as illustrations, descriptions and drawings, measurements and weights are only approximately applicable, unless they have been expressly guaranteed. Cost estimates include only approximate values and are thus not binding. Illustrations, drawings, sketches and other documents remain the exclusive property of the Supplier. Without the written approval of the Supplier, they may not be copied, reproduced or made available or notified to third parties. Contraventions shall entail the payment of damages. Upon request of the Supplier, all above‐mentioned documents must be returned without delay.
2. ORDER ACKNOWLEDGEMENT
For the scope of the delivery obligation the written order acknowledgement of the Supplier is decisive. Changes, additions or oral understandings of any kind are only effective, if the Supplier has acknowledged them in writing. Only the Conditions of Sale and Delivery of the Supplier are binding; the Supplier does not accept any conditions of the Customer, which conflict with his own conditions or deviate from his own conditions, unless the Supplier has expressly approved their binding force in writing. The conditions of the Supplier are also binding, if the Supplier executes delivery to the Customer without reserve, although he is aware of the conflicting and deviating conditions of the Customer.
3. PRICES AND PAYMENTS
The prices are not binding and the calculations are based on the material prices and wages valid on the date of submission of the quotation or acknowledgement of the order. The prices are ex works or ex sales outlet, at the choice of the Supplier, and do not include packaging, freight, postal charges, value insurance or other expenses. The same applies to any partial deliveries or express shipments, which have been agreed.
The prices do not include the respective value added tax. Unless any other agreement was made in writing, packaging (boxes, support planks, screws, packing materials, etc.) is selected by the Supplier with the greatest possible care. Packaging is charged to the Customer. It must be taken back by the Supplier only, if the Supplier has expressly approved this in writing and in this case only in accordance with the conditions laid down in such a document. Invoices are normally issued singly; however, if several copies are requested, in not more than triplicate. Any fees, stamp duties and other duties which accrue are invoiced accordingly. The prices are in EURO. Invoices are issued in EURO, as from the date of delivery (dispatch or completion ready for dispatch). Unless otherwise agreed, payment – even for partial deliveries – is to be made by bank remittance, without any deduction, to one of the accounts indicated on the invoice, as follows: 1/3 down‐payment upon receipt of the order acknowledgement, 1/3 as soon as the Customer has been informed that the main parts are ready for dispatch, the remainder within one further month, so that the Supplier may have the equivalent of the invoice at his disposal, without any loss, on the due date. Payment is not considered effected until the Supplier has received the full invoice amount for his free disposaIf the payment terms are exceeded, default interest is charged at a rate of 8 % above 150 % of the basic interest rate published as effective by the European Central Bank, without a notice of default being required
4. DELIVERY TIME
For the observance of the delivery date or the delivery time, the timely notification of the readiness for dispatch is decisive. The delivery time is calculated from the date of acknowledgement of the order to dispatch from the factory . The delivery time is extended by an appropriate period of time and the Customer is not entitled to claim compensation in the case of measures that are due to labour disputes, in particular strike and lock‐out, as well as in the case of unforeseen difficulties for which the Supplier cannot be held responsible, to the extent these difficulties can be proven to have a substantial effect on the completion or delivery of the item to be delivered. Nor are the circumstances described above the responsibility of the Supplier if they occur during a delay in delivery which is already in effect. It is of no consequence whether the unforeseen difficulties occur at the Supplier's factory or at his sub‐contractors or other suppliers. In the case of such difficulties, the delivery time is extended accordingly. The same applies if the agreed payment conditions are not observed promptly, or if other authorizations from third parties, which are required for the execution of deliveries, are not received in time.
If delivery can be proven to be delayed through the fault of the Supplier, the Customer is entitled to claim compensation for the delay, which must not exceed the actual damage, which must be proved.
5. RETENTION OF TITLE
The goods remain the property of the Supplier until full payment of the purchase price. Retention of title continues to be applicable as long as the Supplier has claims against the Customer, either from current business connections or in connection with the delivered item, in particular for repair work, deliveries of spare parts or accessories.
Shipment is made at the risk of the Customer. This also applies if a carriage‐paid delivery has been agreed. If shipment is delayed through the fault of the Customer, risk is transferred to the Customer from the date the goods are ready for shipment. Any goods which are lost or damaged during transport are only replaced by the Supplier on the basis of a new order, at the prices valid at the time, unless it was agreed in the contract that the Supplier assumes the transportation risk.
The Customer must notify the Supplier in writing of any discrepancies compared with the order, the dispatch note or the invoice, immediately upon receipt of the goods. Otherwise the delivery is regarded as accepted.
7. LIABILITY FOR DEFECTS
The Supplier is liable as follows for any defects in the delivery, to the exclusion of any other claims:
1. The Supplier assumes responsibility for any defects in the delivered item and in workmanship for a period of 12 months. For defects in the goods purchased, the rights of the Customer are limited at the Supplier's choice to subsequent performance through removal of the defect or replacement of the returned parts by parts that are free from defects.
If the Supplier rejects the subsequent performance definitely or if the subsequent performance fails, the Customer can claim at his choice an abatement of the purchase price or withdrawal from the contract. The Supplier may request that the delivered item or the part that is claimed to be defective is returned to the Supplier's factory.
Should the delivered item be defective, the Supplier will pay the necessary transport, travelling, work and material costs to a reasonable extent. Additional expenses that incur due to the fact that the item was brought to another place than the location, to which the delivery was made, will not be paid, unless the Supplier knew that this was in compliance with the intended usage.
8. DELIVERY AND INSTALLATION
1. Used machines are sold and delivered without any liability for defects. Thorough inspection before purchase is strongly recommended, since subsequent complaints will not be recognized.
2. Unless otherwise agreed in the contract, the costs of installation and putting into operation of delivered items are charged to the Customer. These costs include the travelling and waiting times of the respective personnel, the costs of a return journey, accommodation as well as the daily trips to and from the site of installation or putting into operation as well as all materials, tools, rental equipment, etc. that are required to carry out the work.
3. To the extent the Supplier has to store tools or other materials required for installation and putting into operation on the premises of the Customer, the Customer is fully liable for these tools and materials.
4. During installation or putting into operation the Supplier is only liable for damage caused by intent or gross negligence of the Supplier's personnel. Notwithstanding the cause of the damage, the Supplier's liability is limited to the purchase price of the delivered tem. Consequential damages (such as loss of production, lost profit) are excluded as a matter of principle.
5. Provided the Supplier has informed the Customer before, the Customer has to put at the Supplier's disposal in time and free of charge any devices, lifting equipment, erecting tackle, fork‐lift trucks, cranes, etc. required for installation and putting into operation. The Customer must ensure that personnel that is authorized to operate the equipment (fork‐lift trucks, cranes, etc.) is available during the time of installation and putting into operation. Such personnel must be available on request as long as the Supplier's personnel is working. The Supplier is not liable for any damage that is caused by faulty devices, lifting equipment, erecting tackle, fork‐lift trucks, cranes or by the personnel of the Customer.
6. If the Customer does not fulfil his contractual obligation of cooperation during installation and putting into operation, or if he fulfils this obligation only insufficiently, the Customer has to bear all costs arising from delays.
9. WITHDRAWAL BY THE SUPPLIER
The Supplier is entitled to withdraw from the contract if the Customer does not create the prerequisites for delivery and installation , although he was requested to do so in writing. The same applies if the Customer does not accept the delivery for other reasons that are within his control, although he was requested to do so previously and in writing. In case a cause for withdrawal exists, the Supplier is entitled to withdraw from the contract at 2 weeks' notice. In this case the Customer has to pay the agreed sales price, from which he can deduct all expenses that can be proven to be saved by the Supplier. In the event of unforeseen circumstances, such as cases of force majeure, the parties agree to adapt the delivery times and the delivery conditions. Should a case of force majeure last longer than three months, the Supplier is entitled to declare his withdrawal from the contract. In this case the Customer is obliged to refund the Supplier for the services that were actually rendered, exclusive of any mark‐up for profit.
The exclusive venue for payments, as well as for any disputes arising directly or indirectly from the contractual relationship, is the tribunal de commercer having jurisdiction over Alba unless otherwise agreed in the contract. Unless otherwise agreed in the contract, the contract is subject to the substantive Italian law. An application of the UN Convention on the International Sale of Goods is excluded.
11. BINDING FORCE OF THE CONTRACT
The contract remains binding even if individual points of its conditions become ineffective. The Customer is not allowed to transfer his contractual rights to third parties without the express agreement of the Supplier.