General conditions of sales
GENERAL CONDITIONS OF SALE
1. DefinitionsAccording to these General Conditions of Sale, the following terms shall mean:
a) Seller: FRAMIS S.p.A.;
b) Buyer: the buyer of the Product;
c) Parties: the Seller and the Buyer jointly considered;
d) Product: the product indicated and described in the sale agreement signed between the Buyer and the Seller.
e) Instruction forms: the instructions for the use and the maintenance of the Product;
f) Technical specifications: tolerances, not harmfulness of the Product, consistency, composition and any other technical characteristic relative to the Product;
g) Sale Agreement: any agreement or any subsequent act or modification and/or integration of it;
h) Warranties: the substitution and/or reparation of the Product (excluding any compensation for direct or indirect damages).
2. Application of the general conditionsThese General Conditions shall apply to any Sale Agreement and to any other agreement, even if oral, between the Parties In case these General Conditions shall be referred to a specific agreement, any amendment or change from these General Conditions must be agreed in writing between the Parties.
3. InformationAll the information and the data included in the brochure and in the price list shall be considered binding only if expressly mentioned in the confirmation orders.
4. DeliveryAll the delivery terms shall comply with INCOTERMS in force at the time of the signature the sale agreement.
If no INCOTERM revision is specified, the terms of delivery shall be Carriage Forward Ex Works if in Italy or Ex Works (INCOTERMS 2010 ICC, Paris) if abroad.
For delivery to be made in Italy, at Buyer’s request, the Seller undertakes to deliver the Product to the agreed destination; It has however been understood, the passage of risk will be at the factory/warehouse of Seller/external warehouse designated by Seller at the time of the delivery of the Product to the carrier.
If not differently agreed, partial deliveries shall be allowed.
The delivery date shall be agreed with the Seller and confirmed in writing by the Seller. If the Buyer knows in advance of its impossibility to receive the Product, it shall communicate to the Seller the cause and a reasonable deadline within which it will be able to receive the Product.
If the Buyer does not accept the Product or the Buyer does not fulfil the obligations, within the agreed delivery term, the Buyer shall pay all the due expenses as if the delivery would have been effectuated. In that case, the Seller shall arrange the storage of the Product, and all relative costs, risks and compulsory insurance shall be at Buyer’s expense.
Except for delay of delivery due to force majeure, the Seller shall require in writing to the Buyer the collection of the Product within a fixed term.
If the Product is not be received due to Buyer’s fault, the Seller will reserve the right to consider the Sale Agreement terminated with immediate effect being also entitled to claim for any suffered damages.
Notwithstanding the terms governing the delivery of the Product according to the revision of INCOTERMS ICC Paris 2000 in force at the date of the signature of the Sale Agreement, on receipt of the Product at the named place, the Buyer undertakes not to proceed with the unloading operation if the Product were found damaged, being also obliged to give prompt notice to the Seller or to its local sale network in order to avoid any further damage to the Product.
5. PaymentsUnless otherwise agreed between the Parties, the price shall be paid according to the following terms: Bank Transfer (swift) 60 days from the invoice’s date.
If the Buyer shall not pay the price within the term agreed, the Seller will have the right to receive an interest equal to the Euribor rate.
In any case the Buyer shall not be entitled to postpone the payments for malfunctioning of the Product or for supply inefficiency.
However it has been understood that the Seller shall reserve the right to interrupt any supply if the Buyer shall not respect the payment terms agreed between the Parties.
Except for the provisions contained in art. 6 of these General Sale Conditions, in case of continuous payment delays by the Buyer for a period longer or equal to three months as, the Seller shall be entitled to terminate the Sale Agreement with immediate effect, reserving the right to claim for the compensation of any suffered damages
6. Retention of title (ownership)The title (ownership) over the Product shall be transferred from the Seller to the Buyer upon the full payment of the price by the Buyer.
At Seller’s request the Buyer shall assist the Seller in enforcing and safeguarding the retention of title provided by this article according to the laws in force.
In any case, the retention of title shall not afflict the transfer of risks.
Until the complete payment of the price, the Buyer shall be intended as Product’s holder being obliged to maintain the Product in a perfect condition as provided by article 1768 of the Italian Civil Code. It has however been understood that, until the transfer of the title (ownership), the Product shall not be transferred, sold or be subjected to any other act of disposal, neither being assumed in pledge or in guaranty, nor form part of a third person’s property or possession for any reason; otherwise the Seller shall reserve the right to terminate the Sale Agreement with immediate effect being entitled to prosecute the Buyer by both civil and penal actions.
7. Technical specificationsThe standard Product of the Seller shall comply with the technical specifications provided by the Seller.
The Seller warrants the conformity of the Product to its final use, as known and declared by the Seller. Specific Buyer’s requests shall not imply the responsibility of the Seller concerning the reliability of the Product for applications not known by the Seller and in any case executed and obtained with corresponding tools.
The Seller grants that the Product shall conform to the tolerances defined and agreed with the Buyer.
The responsibility of the Seller shall be considered only within the so called tolerances. In case of disagreement concerning the tolerances, the technical schedules provided by the Seller shall prevail.
Except for the provisions of art. 11 of these General Conditions of Sale, the Seller undertakes to respect in the realisation of the Product the apposite technical regulation and the laws for safe and public health in force.
8. Defects and ClaimsThe Buyer declares to know the purchased Product and its technical peculiarities regulating its use and its final utilisation.
The Seller shall inform the Buyer of any useful information referred to the storage and the transport of the Product.
The responsibility of the Seller shall be limited to the production defects directly deriving from Seller’s fault.
Without delay, within two weeks from the receipt of Product, the Buyer shall notify to the Seller all defects, in particular those referred to the quality and quantity, being also obliged to maintain at Seller’s disposal the defective Product, that shall be returned in accordance with the Seller’s instructions.
Before using the Product, the Buyer shall verify that the Product and its technical specifications conform to the specific use, as originally described.
At the receipt of any new consignment or a different batch of the Product, the Buyer undertakes to investigate by a sample production the absence of any defects.
Any detected defects shall be claimed within two weeks from their discovery. In any case no claim will be accepted later than 30 (thirty) days from the date of Product's delivery.
In case of defects that may cause damages, the claim’s notice shall be immediately given and the Seller undertakes to limit as much as possible the extent of the damages on the production due to such an inconvenience.
The claim’s notice shall detail technically the Product’s defect.
If the claim’s notice is not sent to the Seller within the agreed terms, the Buyer shall not be entitled to obtain the Product’s repair.
If the Buyer communicates to the Seller the claim’s notice within the agreed terms, but no defects are found, the Seller shall be entitled to be refunded for the incurred costs and expenses.
Unless otherwise agreed between the Parties, the transport of the defective Product and/or of defective parts shall be at Seller’s cost and responsibility. In any case, the Buyer shall respect the transport instructions provided by the Seller.
The Buyer shall bear all costs and custom’s duties for the import of the Product and/or the defected parts in the country the Product is to be delivered.
It is however understood that all defective parts shall remain the Seller’s property and remain at Seller’s complete disposal.
The Seller shall not be held responsible for defects deriving from the material, designs or technical specifications provided by the Buyer.
The Seller shall not also be held responsible for defects deriving from bad maintenance or interventions realised without the written consent of the Seller.
9. Product liabilityAnyhow the Seller shall not be held responsible for any damage caused by the Product after its delivery and during its possession by the Buyer.
The Seller shall not be held responsible for damages to the Product caused by the Buyer or to Product incorporated with Buyer’s product.
The Seller is not accountable for any repercussions regarding the Buyer’s productions system and sale of the defective Product.
The Seller is not accountable for any claim proposed by third person in reference to the Product’s liability.
In any case, if a third party makes a complaint against one of the Parties, the interested Party shall promptly inform the other.
10. Force majeureThe Seller shall not be held responsible for delivery delays or breach of contract caused directly or indirectly by:
- Events of force majeure (to be intended without any limitation, an event of force majeure shall include: legal prohibitions, wars, rebellions, revolutions, strikes or other working controversies, fires, flood, sabotage, nuclear accidents, earthquakes, storms and epidemics).
- Any causes beyond Parties’ reasonable control which obstructs the trace of manpower, materials, components, plants, energy, fuel, transport facilities, authorizations or State dispositions.
The Seller shall promptly notify in writing the termination of the cause of force majeure to the Buyer.
In case an event of force majeure prevents the Buyer to fulfil its obligation, the Buyer shall indemnify the Seller for the expenses sustained for the insurance and the custody of the Product.
11. Security regulationsThe Buyer shall be held responsible for any misinformation to the Seller over the Regulations concerning the public health and safety in force within the Country in which the Product shall be utilised. Any cost concerning the conformity of the Product to the laws previous mentioned shall be at Buyer’s charge.
12. PrivacyIn accordance with D. Lgs. 196/2003, the Seller informs that: a) the Buyer’s data are treated and/or communicated to third parties (ex. banks, external consultants,) in the respect of the regulations specified before for the execution of the contracts; b) the Seller has nominated responsible Mrs Sonia Vitagliano domiciled at the headquarters in Vigano di Gaggiano (MI) Italy; c) the Buyer has the possibility to exercise the rights contemplated in art. 7 D. Lgs. 196/2003 (positioned in the exhibit of the agreement).
13. Other agreementsThese General Conditions of Sale shall prevail over the general purchase conditions of the Buyer, individually or generally considered.
14. Applicable lawUnless otherwise agreed between the Parties, these present General Conditions of Sale and the Sale agreement shall be governed by Italian law. It is expressly excluded the application of the United Nation Convention of the International Sale of Goods (Vienna – 1980 – CISG).
15. Competent CourtAny controversies, which may arise in connection to this Agreement, including those, which refers to the validity, interpretation, execution and termination of it, shall be exclusively referred to the Court of Milan (Italy).
* The Buyer declares to acknowledges the following clauses: 4 (delivery); 5 (payments); 6 (reserve of property); 7 (technical specifications); 8 (defects and claims); 9 (division of the responsibilities for damages caused by the Product); 10 (force majeure); 11 (security regulations); 14 (applicable law); 15 (competent court), which specifically approves in accordance with article 1341 c.c.