General Terms and Conditions of Supply
These General Terms and Conditions of Supply apply to all Offers, Order Confirmations (hereinafter “Contract”) issued by MECTILES ITALIA S.r.l. (henceforth the “Seller”) relating to the equipment and / or all the services offered. Offers and Orders Confirmations express acceptance of these General Terms and Conditions which override all previous written agreements and / or any oral agreements and any previous declarations made between the parties.
Offers are valid for 60 days, unless otherwise stated in the text thereof.
- Scope of Supply – Price – Payment Terms
The scope of the supply is limited to the equipment and / or services expressly described in the Offer or Order Conformation. Any other goods and / or services are expressly excluded from the scope of supply and from the responsibility of the Seller.
The price indicated in the Offer or Order Conformation does not include statutory VAT or any taxes or duties.
The payment terms listed in that are to be considered peremptory. Delays in payment shall immediately give the Seller the right to demand recognition of the maximum value of default interest indicated in the measure of 8 %, as well as the right to suspend the services provided for by the Contract.
- Effectiveness of the Contract
The Contract shall become effective only when signed by the Seller and the Buyer.
- Start of Operations – Deferment of Terms of Execution
The Seller shall not be obliged to start operations until it has received from the Buyer:
- Payment of the agreed advance (and possibly a letter of credit) according to the methods agreed in the Contract;
- Technical drawings, specifications and product samples as set forth in the Contract.
In the event of a delay in complying with the above-mentioned conditions, the Buyer acknowledges the Seller’s right to postpone the start of the machine construction operations and also grants the Seller the right to postpone the delivery dates, as well as compensation for any additional costs resulting from the delay.
- Method of Delivery of Goods – Delays
The delivery of the goods will take place according to the methods (Incoterm) agreed in the Contract. In the event that the above methods are not expressly reported, they are “ex-works”. In this case, transport operations are the responsibility and at the risk of the Buyer.
If the Seller is delayed by more than two weeks for reasons attributable solely to its negligence, with respect to the delivery dates indicated in the Contract, the Buyer has the right to request an amount equal to 0.1% of the value of the Contract for each full week of delay starting from the date of notification, up to a maximum of 2.5% of the value of the Contract, as compensation for damages and subject to the delay being notified in writing. The Buyer hereby declares to waive any greater compensation for damage resulting from the delay in delivery.
- Retention of title (ROT)
It is agreed that, the Products delivered remain the Seller’s property until complete payment is received by the Seller. The reservation of title is extended to the Products sold by the Buyer to third parties and to the price of such sales, within the maximum limits set forth by the laws of the country of the Buyer which regulate the present clause.
- Installation and Testing
a) The Buyer shall install the Equipment at the Installation Site without the supervision or assistance of the Supplier. The Buyer shall be responsible for all costs associated with delivery and installation of the Equipment.
b) Once the Buyer has honoured the previous obligations, the Seller will begin the Installation, Start-up and Testing of the equipment according to the dates established by the Contract, subject to any extensions to which the Seller is entitled.
The Buyer will provide the Seller with suitable and safe environments for the storage of the apparatus and equipment necessary for carrying out the installation. The unloading and positioning of the machinery in line shall be the responsibility of the Buyer in any event.
The Buyer shall inform the Seller about the safety regulations in force at the site where the equipment is installed and shall provide the relevant documents. At the end of the equipment installation and start-up stages, the equipment will be tested according to the Contract schedule.
In the event that the equipment does not meet the requirements of the contractual services, the Seller shall inform the Purchaser, as soon as possible, about the actions that will be taken to remedy the problem and the testing will be repeated (several times if necessary) until the requirements of the contractual services are met.
The Buyer hereby declares it will make no objections nor make any claims for compensation against the Seller for any damage suffered in this case.
Once the test has been passed, the Buyer will sign the relative certificate. In the event that there is a disagreement between the parties regarding the outcome of the test, the parties themselves will appoint an independent expert, by mutual agreement and sharing the costs, and whose final opinion will be definitive.
- Confidentiality and Intellectual Property
All documents and information transmitted between the parties in any form (oral, written, electronic, etc.) provided or made available directly or indirectly by one party to the other, must remain strictly confidential and the property of the transmitting party. The confidential proprietary data and information must not be disclosed to any third party without the written consent of the owner. The above obligations do not apply to information in the public domain.
The Buyer must not allow any reverse engineering on the equipment provided by the Seller without the written consent of the Seller.
The intellectual property of all equipment, processes, documents or information given or made available to the Buyer as a result of the Contract must remain the exclusive property of the Seller (or its sub-contractors).
- Exclusions from the Scope of Supply and Responsibility of the Customer
In addition to the exclusions provided for in the Seller’s offer and in this Contract (including these General Terms and Conditions of Supply) the deadlines and elements listed below are expressly excluded from the Seller’s scope of supply and fall under the responsibility of the Buyer:
(a) preparation of the site in accordance with the instructions provided by the Seller (flooring, passages, etc.) and civil works in general to be performed on the site; (b) piping for connection to utilities (water, air, gas, etc.), power wiring and / or signal exchange to individual units (with the exception of connections between the supplied machines, if the latter are expressly specified as included in the scope of supply); the connection to utilities shall include a broadband telephone line complete with a dedicated router for remote assistance for the machine(s); (c) supply all utilities (electricity, water, etc.) in accordance with applicable regulations and in compliance with the characteristics as specified by the Seller, particularly relating to devices to prevent power surges; (d) supply in accordance with the applicable regulations of all lifting equipment and scaffolding required for unloading, positioning and installing the machinery and any accessories; (e) disposal of packaging; (f) fixing the equipment to the floor (where necessary); (g) provision of electricity connection and telephone line to the Seller’s work site container (where required); as an alternative to said container, the Buyer shall provide the Seller with an indoor space, complete with power supply and connection to the phone line, suitable for the storage of material, equipment, documentation, etc..
- Seller’s Responsibility and Warranty
In case of sale of used machinery with the “as it is” clause, no form of guarantee is expressly excluded.
In the event of the sale of new or reconditioned machinery, the Seller acknowledge only a guarantee for mechanical and electrical defects of the machinery and equipment having one of 6 months.
The warranty relates to the supply of defective parts, but excludes labour, travel and any equipment for the replacement of the parts.
The Seller shall not take responsibility for warranty costs resulting from:
- Wear parts;
- Use of non-original parts;
- Incorrect use of lubricants, consumables and services;
- Changes made to the equipment without the written consent of the Seller;
- Incorrect use and use not in accordance with the user manual;
- Incorrect maintenance and maintenance not in accordance with the maintenance manual;
- All conditions and circumstances not attributable to Seller errors.
The duration of the guarantee cannot however extend beyond 9 months from the date of receipt or delivery of the goods.
- Termination of the Contract
Each party has the right to terminate this Contract by written notice to be sent to the other party only if:
- Payments due under the Contract have not been made for a period of more than 30 days after the written notification of the omission;
- The other party fails to fulfil the obligations set forth in the Contract and does not start any action to remedy the problem within 30 days of the written notification of the omission;
- The other party has become insolvent or is otherwise in a state that means it is unable to make the due payments, or it has initiated or suffered insolvency or bankruptcy proceedings.
- Limitation of Liability
The Seller shall not be responsible for loss of turnover or profit; loss of opportunities, production or contracts; loss or damage to raw materials or processed products; plant production inefficiencies or delays; liquidated damages or other contractual penalties payable by the Buyer to third parties; penalties; recall costs; capital or otherwise for any consequential, special, indirect or incidental loss or damage of any nature, however caused.
The total cumulative liability of the Seller to the Buyer related to this Contract may in no case exceed the lower value between the payments received from the Buyer and 5% of the Contract selling price.
- Force Majeure
Neither party will be liable for its non-fulfilment in connection with the obligations herein if it is able to prove that: (i) the non-performance was caused by an event beyond its control; and that (ii) it was not reasonable to expect it to take into consideration the possibility of the occurrence of such an event and its effects on its ability to perform upon signing this Contract; and that (iii) it was not reasonably possible to avoid or remedy this event or at least its effects.
For the purposes of this clause, a “Force Majeure Event” shall include, but shall not be limited to, natural disaster, fire, flood, wars (declared or undeclared), civil insurrections, riots, embargoes, sabotage, accidents, labour disputes, strikes, pandemics recognized by the O.M.S., measures of any public or government authority, both local and national, including laws, orders, rules and regulations, being valid or invalid, and any other similar or different eventuality.
If a Force Majeure Event occurs, the party who suffers the consequences (“the defaulting party”) shall inform the other party of the occurrence of this event and its effects on its ability to proceed with the contractual agreements. In this case, the parties will collaborate to take the necessary actions to undo or mitigate the effects of such event. For the duration of the Force Majeure Event, or its effects, the defaulting party shall not be held liable for failure to perform its obligations, where performance is prevented by the Force Majeure Event, provided that these obligations will be fulfilled as soon as possible after the end of the Force Majeure Event.
- Applicable Law
This Contract is subject to Italian law.
- Arbitration Clause
The parties agree that any and all disputes arising from the interpretation and / or execution of this Contract, as well as any supplementary, amending, executive agreements, as long as they can be resolved by arbitrators, will be settled by arbitration. The Arbitration Tribunal shall be composed of a panel of three arbitrators, two of them appointed by each party and the third, acting as Chairman, appointed by mutual agreement between the two arbitrators, or, failing that, at the request of the more diligent party, by the President of the Court of Milan, pursuant to art. 810, paragraph II of the Code of Civil Procedure.
The same President of the Tribunal will appoint the arbitrator for the disputing party if it has not provided an arbitrator within the deadline set by art. 810, paragraph I of the Code of Civil Procedure. The Arbitration Tribunal will decide in a customary manner and on a lawful basis, without procedural formalities except for compliance with the mandatory rules set forth in articles 806 et seq. of the Code of Civil Procedure concerning customary arbitration. The arbitration location shall be set in Milan (Italy).
Read, approved and signed
Casalgrande (RE), on _____
MECTILES ITALIA S.r.l. CUSTOMER
The Parties mutually agree, pursuant to and for the purposes of art. 1341 of the Civil Code to expressly approve the following contractual conditions, as follows: .2 Payment Terms; .4 Deferment of Terms of Execution; .5 Methods of Delivery of Goods – Delays; .6 Ownership of Goods; 7 Installation and Testing; 8 Confidentiality and Intellectual Property; 10 Seller’s Responsibility and Warranty; 12 Termination of the Contract; 13 Limitation of Liability; 14 Force Majeure; 15 Arbitration Clause.
Read, approved and signed
MECTILES ITALIA S.r.l. CUSTOMER