1. TERMS AND CONDITIONS
Vendor’s terms and conditions cover all sales and precede terms and conditions set by buyer, unless vendor has confirmed otherwise, in writing.
The buyer accepts vendor’s terms and conditions by issuing an order or by receiving goods.
2. QUOTES AND OFFERS
Vendor’s quotes and offers are subject to change or withdrawal until written order has been received by vendor. The contract will be concluded only upon receipt by vendor of the order; the vendor will send a confirmation of the order.
After the conclusion of the contract, the buyer can not cancel the order issued without prejudice to the seller’s right to cancel the said order by requesting a portion of the amount of the corresponding order as a penalty for the costs incurred by the vendor.
Sales from stock are subject to availability.
Unless otherwise agreed in writing, vendor’s prices prevail.
All prices are EX-WORK, excluded sales tax/VAT at vendor’s locations.
4. PRICE ADJUSTMENTS
Vendor may, in the event of changes in taxes, duties, tariffs, customs, change prices accordingly by the date of receipt of the order.
Vendor may furthermore adjust prices in the event freight/forwarding/foreign exchange an alloy surcharge change.
Any price changes after receiving the order must be agreed in writing between the parties.
5. TIME OF DELIVERY
The stipulated time of delivery indicated in the confirmation of the order is for information only and it does not constitute binding term of contract.
The buyer must arrange directly or through independent forwarding agent/carrier to pick up the goods within 15 days from the time when the goods are made available by the seller at its warehouse. If the buyer does not pick up the goods within the above deadline, the seller will apply a penalty of 1% of the price of the relevant order for each month of delay.
6. PASSING OF RISK – SHIPMENT
Buyer assumes risk also when goods are picked up by independent forwarding agent/carrier.
Buyer is responsible for the insurance of shipped goods.
Packing of goods, unless agreed upon in writing, will be the standard usually applicable to protect the goods during loading and transport.
Payment terms are indicated in the offer and in the confirmation of order of the vendor.
In case of late payment Vendor may charge default interest equal to the interest rate of the main refinancing instrument of the European Central Bank (ECB) increased by eight percentage points (according to Italian Legislative Decree no. 231/2002).
Partial or other insignificant claims, do not warrant late payment.
Vendor’s entitled to terminate any contract and to claim compensation for all expenses deriving from the buyer failing to fulfil the following obligations according to contract:
Art. 8 – PAYMENT;
Art. 10 – TITLE of RETENTION.
This is not limited to transportation and warehousing costs.
10. TITLE of RETENTION
The goods shall remain vendor’s property until all payments related to the invoice have been paid in favour of the vendor.
In any case, any risk related to the goods, including but not limited to theft, tear or damage of the goods is transferred upon the buyer when the goods are transferred to the first carrier at the collection point (EX-WORK).
Until full payment of the relevant purchase amounts has been received by the vendor, the buyer will be obliged to store the goods delivered under retention of title with due care, ensuring that they are recognizable as the property of the vendor.
In the event that the buyer fails to pay the price to the vendor, the latter will be entitled to recover the goods delivered under retention of title. For this purpose the buyer hereby grants an irrevocable right and license to the vendor to enter upon all or any of its premises in which the goods are stored during normal business hours.
In case of delay in paying our receivables any ADVANCE PAYMENT for other contracts will be retained as a partial payment and the relevant goods will not be delivered until full payment will be made.
11. SPECIFICATION OF GOODS
Buyer is responsible for and must ensure that goods and technical data meet all requirements for the intended use.
In the event vendor does not receive any specifications of standards or quality, the goods will be delivered according to certificates issued by vendor’s suppliers.
12. CLAIMS AND INSPECTION OF GOODS
Buyer acknowledges and agrees that pipes will be supplied in commercial length: SRL (5-7,5lm) or DRL (10-11,8lm) if not otherwise specified in each item line. Tolerance on quantity: 0/+1 length. In case the dimensions and material grades of the pipes should be the same, 0/+ 1 length for each line item applies.
Buyer must inspect goods before the delivery as soon as the goods are ready, at the presence of a vendor’s representative (in the place where the goods are to be delivered to carrier/agent under the agreed contractual terms and conditions, hereinafter the “Inspection”) and notify vendor, in writing, without delay, of any defect or faulty delivery if vendor is to be liable.
Damage incurred during transport (and in any case after the Inspection) must be claimed immediately with forwarding agent/carrier or any other third party potentially liable.
Vendor is not liable for insufficient deliveries, unless vendor has received a written claim from buyer, no later than 7 days from Inspection. Vendor’s liability for failing to deliver correct quantities is limited to delivering remaining items or issuing a credit against paid invoice.
Defective goods must be claimed in writing prior to 15 days from Inspection.
Buyer’s right to claim defective goods, expires 15 days from Inspection.
Vendor shall, at vendor’s discretion, either repair or replace defective goods.
Vendor’s liability for buyer or 3rd party (including buyer’s client) will under no circumstances exceed vendor’s net invoiced price.
Vendor will under no circumstances accept consequential losses and loss of profit (unless otherwise provided by the law).
Vendor is not liable for the following defects :
- Wear and tear
- Incorrect use or operation
- Insufficient maintenance, installation, repair, welding, or other modifications, not carried out by vendor.
13. RETURNING GOODS / BUYBACK
Buyback is subject to written agreement with vendor.
Non-stock items will not be taken back, unless vendor’s supplier agrees to take goods in return.
14. FORCE MAJEURE
a. Both parties will not be liable in the event they are unable to fulfil a contract due to force majeure.
b. The party that claims force majeure must notify the other party immediately in writing.
c. In the event a force majeure situation is prolonged beyond 30 days or more, either party may cancel the order, in writing.
Buyer may, in the event vendor cancels the order, demand the ordered items in its present status of manufacture, subject to price adjustments.
Any change or adjustment to order, shall done in writing.
16. DISPUTES APPLICABLE LAW
These general sales conditions & terms shall be governed by the Laws of the Republic of Italy
Any dispute of contract shall be covered by applicable Italian Laws.
Any dispute of contract shall be under the exclusive jurisdiction of the courts competent at the seat of vendor.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the buyer expressly declares to have examined, understood and accepted the following clauses: Art. 2 Quotas and Offers; Art. Time of Delivery; Art. 6 Passing of Risk – Shipment; Art. 8 Payment; Art. 9 Termination; Art. 10 Title of Retention; Art. 12 Claims and Inspections of Goodsed Art. 16 Disputes/Applicable Law.