General Sales Conditions

1. DEFINITIONS

1.1. These GENERAL SALES CONDITIONS (GSC) are to be considered as an integral part of each offer and/or proforma confirmation and/or order confirmation of supply of goods issued by Technor Italsmea Spa.

1.2. “Seller” shall mean Technor Italsmea Spa.

1.3. “Buyer” shall mean the person or company who did send the request for quotation or the purchase order to Technor Italsmea Spa.

1.4. “Party(ies)” shall mean the seller and/or the Buyer.

1.5. “Goods” shall mean Products, Services and Documents which are delivered by the Seller to the Buyer in exchange of an agreed payment

 

2. PURPOSE OF THE CONTRACT

2.1. Under the conditions set forth in the Agreement, the Seller sells to the Buyer, who accepts, the Products. It is understood that the goods and services not specifically mentioned in the Contract, albeit necessary for benefiting or disposing of the Products, are excluded from the Contract itself and will be made available to the Buyer according to the agreed terms and conditions.

2.2. The Contract is composed of these General Sales Conditions.

 

3. CONTRACT

3.1. The Orders will be considered accepted only after written confirmation of the Order by the Seller (the “Order Confirmation”). If the Seller does not send any Order Confirmation, the Order does not bind the Seller in any way. The sales of the Products will be ruled by the GSC, which will be considered accepted and known by the Buyer from the date of receipt of the Offer or the Proforma Confirmation or the Order Confirmation. The Order and the Order Confirmation together constitute a Contract between the Parties. All agreements between the Parties related to the Products will be exclusively ruled by the Contract. Any change to the GSC will be effective only if accepted in writing by both the Parties.

For orders of customized products that imply the acceptance by the Buyer of drawings and specifications prepared and issued by the Seller, the Seller will issue a Proforma Confirmation upon receipt of the order. The order will be considered completely accepted and confirmed by the Seller only after receipt of written acceptance by the Buyer of the drawings and specifications issued by the Seller. Only in that moment, in fact, the Seller will issue a proper Order Confirmation.

 

4. ORDERS AND DELIVERY TERMS

4.1 The terms and conditions of delivery shall be interpreted in accordance with INCOTERMS 2010 (International Rules for the interpretation of Trade Terms) published by the International Chamber of Commerce in 2000 and its supplements.

4.2 To the extent possible, the Seller shall deliver the Products to the Buyer by the date specified in the

Order Confirmation, unless different agreements or waivers will be agreed between the Parties, for whatever reason, after the issuance of the Order Confirmation. The delivery date specified in the Order Confirmation may be subjected to the respect of some conditions mentioned in the same Order Confirmation (e.g. technical drawings approval due date). In the event that the agreed time of delivery cannot be met, the Seller and the Buyer will negotiate in order to agree a new mutually acceptable delivery schedule.

4.3 If there is any conflict and/or inconsistency between the Order Confirmation and the Order, the Buyer shall notify such inconsistencies in writing within five (5) days of receipt of the Order Confirmation. In the absence of such notification, the Order Confirmation will be considered fully approved and accepted by the Buyer.

 

5. MINIMUM ORDER VALUE

5.1 For purchase orders value below 500 €, an extra fee of maximum 200 € will be applied to cover the PO handling costs.

 

6. STORAGE CHARGES

6.1 In the case of EXW delivery, the Seller shall send to the Buyer a notice of prompt delivery as soon as the products are ready to be collected at Seller’s factory. The Buyer shall provide for the pick-up of the goods within 5 working days from the notice of prompt delivery. After such timeframe, the Seller will be

automatically entitled to issue the invoice: it is understood that the effect of the agreed terms of payment will take place from the date of invoice’s issuance.

6.2 The Goods ready for delivery and not picked-up by the Buyer will be kept in the warehouse(s) of

the Seller for a maximum of 10 working days from the date of notice of readiness. After this period, the Seller shall apply a storage fee to the Buyer at the rate of € 10.00 per calendar day for each square meter of space used to stock the Goods.

 

7. PACKAGING

7.1 The standard packing conditions included in the scope of supply provide cardboard boxes on pallets. Special

packaging will be quoted separately from time to time based on the specific requirements by the customer.

 

8. WARRANTY

8.1 The Seller warrants that the Goods shall be conform to what stated in the Order Confirmation and that the Goods shall be new, merchantable, made of the specified materials, free from defects, and fit and safe for the purpose intended. The Seller guarantees the good quality of its products’ construction and materials in accordance with current regulations. Any weakness, deficiency, failure, breakdown or deterioration beyond normal wear and tear for the intended service that appears or is discovered as a result of defective material, faulty design, poor workmanship or improper packaging shall be repaired or replaced, at Seller decision, by the Seller at the Seller’s expense within a timeframe agreed between the Parties. The Seller will repair or replace the Goods claimed “non-compliant” by the Buyer after carrying out a root cause analysis which establishes that Goods has not suffered any tampering caused by improper installation or use nor suffered any breakage as a result of improper handling.

The Seller guarantees the proper functioning of all equipment supplied and the absence of manufacturing defects or material defects for a period of 12 months from the delivery date.

 

9. MODIFICATION OF THE PRODUCTS

9.1 The Seller reserves the right, whilst maintaining the essential characteristics of the articles described and illustrated in its catalog(s), to make changes to the products at any time and without notice, as may deemed necessary to the improvement of the products or required for commercial and/or regulatory reasons.

The list prices and discounts, likewise, may vary over the time depending on market requirements or in relation to changes in the cost of raw materials, labor and /or improvements made to the products.

 

10. TERMS OF PAYMENT

10.1 Payment conditions requested to clients have to be agreed during negotiations. Payments shall be made within the prescribed period. In case of delay, interest will be applied, calculated according to the Legislative Decree no.9 October 2002 n°231, from the day following the expiration date to the date of the actual payment.

 

11. ARBITRATION

11.1 The parties shall exercise their best efforts to resolve by negotiation any and all disputes, controversies or differences between the Buyer and the Seller arising out of or relating to the Contract, or the breach thereof. All disputes, controversies or differences between the Buyer and the Seller arising out of or relating to the Contract, or breach thereof, that are not settled by negotiation shall be settled by arbitration in Milan, Italy, in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The award rendered by the arbitrator(s) shall be final and binding upon both parties.

 

12. GOVERNING LAW

12.1 Unless otherwise agreed, the Contract shall be governed by and construed in accordance with the laws of Italy.