CONDITIONS GÉNÉRALES DE VENTE
(En cas de désaccord la version italien fera foi)
1) PREMISE
- These general sales conditions are assumed to be known by all buyers.
- Our sales, except different stipulation expressly shown on our order confirmation, are covered by the following general conditions.
- All orders sent to our company imply adherence without reserve on the part of the buyer to the general sales conditions of our company.
2) OFFERS
- All our offers are always without obligation, unless otherwise expressly indicated, and are subject to the general sales conditions.
- Offers for material available from stock are to be understood subject to prior sale.
- Offers showing a validity term shall be understood as binding for our company if the buyer's acceptance is received within the set date. In the event acceptance is received after the set date, the company reserves to accept it or not. In default of deadline indication a maximum validity period of 48 hours must be assumed.
3) ORDERS
- The sending of the order commits the buyer to the prices and to all the conditions of the price list in force at the date of the order confirmation and implies the complete acceptance of our general sales conditions.
- Orders shall be understood to be accepted to all intents and purposes only after our written confirmation.
- For framework contracts, if accepted, the detail specification (steel grade and dimensions) must be received by the agreed deadline. After such deadline, should the buyer fail to specify the whole lot, the company will retain the facility to cancel the contract without a default action and the buyer claiming for compensation and reimbursement.
- Orders must be complete and defined in all parts.
- All conditions attached to the order by the buyer or any other remark will be valid only in case Arinox confirms it in writing.
4) ORDER CONFIRMATION
- The supply includes only the services, materials and quantities specified in our letter of order confirmation or in any subsequent modification of the same transmitted by our company.
- The text of our order confirmation shall in any case prevail over differing texts of offers and orders.
- The order confirmation shall be considered accepted by the buyer if not contested within 10 days from the date of sending.
- Any condition expressed by functionaries or intermediaries of our Company shall have no value unless reproduced in the text of our confirmation letter.
- Nominal weights and dimensions, however and wherever shown, are indicative allowing for the tolerance in use. Fulfilment of the order allows tolerances of plus or minus 10% on the ordered weight, except for orders inferior or equal to 2000 kg. for which the tolerance is 30% and for those particular dimensions or steel grades for which the tolerance shall be agreed upon each time.
5) QUOTATION METHOD
- The products are quoted from Sestri Levante and the prices are expressed in Euro per metric tonne (or other currency agreed at time of order).
6) SHIPMENT OF THE MATERIALS
- Shipments shall be effected in accordance with the manner reported in the order confirmation ( which, if different, shall prevail) and are normally effected under our care.
- The goods object of the supply, unless otherwise and specifically agreed, are always understood as ex works and therefore travel at the buyer's own risk. In the case the sales price includes costs up to the destination, the transfer is understood to be effected by us on behalf of the buyer and consequently at his risk.
- Should the buyer exceptionally collect the products with our prior agreement, which has to expressly result on the order confirmation, storage costs shall be charged in the case of delayed collection. Our Company reserves however the right to partially or totally rescind the contract and / or ship the ready materials to the buyer known address, charging the costs if:
- Fifteen days have passed from the date of advice of goods ready for shipment or testing and the buyer has not provided for collection of the materials;
- Our works or depots have not provided for shipment due to lack of instructions on the part of the buyer.
7) PAYMENT TERMS
- Payment shall be made after allowance for any charges, discount or taxes by bank transfer according to terms and conditions indicated on the invoice. In the event of invoiced and not despatched material the Buyer shall consider invoice date as despatch date.
8) UNPAID INVOICES DELAYED PAYMENTS
- Delayed payments (total or partial) will cause immediate effects of overdue interests that will be charged according to terms and modalities set by legislative decree 9.10.2002 n° 231, ruled by Directive 29.6.200/35/CE and eventual following amendments.
- Unpaid invoices or delayed payments entitle the Seller, except any other action, to demand for advanced payment of eventual open invoices or to suspend the contract, or to rescind any eventual current contract. The Buyer has no right to pretend any fee or indemnity or reserve. For the Buyer decays any benefit (i.e. deferment, if agreed) and shall compensate all damages caused by contract breach.
9) PASSING OF OWNERSHIP AND RISKS
- Products delivered remain the Seller's property until complete payment is received by the Sellers according to art. 1523 c.c., but the Buyer will take on any risk concerning the product from the moment of its delivery to the destination place agreed. After this delivery the Seller has no responsibility on the product. Retention of title is valid also in case of bankruptcy of the Buyer. In case Purchaser's property were seized or otherwise became subject to third party rights Seller shall inform us, within 3 working days that the product is not of his property. If the Buyer has already processed the goods into / or to from part of a new object, the Seller is granted title to the new object proportionate to the value of his goods.
10) CONTRACT RECESSION
- The Seller can withdraw from the contract, without any charges, if he acknowledges any power to titles, legal or extra-legal procedures against the Buyer.
11) GOODS DELIVERY
- If there is no particular agreement, duly specified in our order confirmation, goods delivery will be done at our production site or warehouse only. Responsibility for goods conditions is transferred on the Buyer only at the moment of delivery to the carrier at above places. Therefore after the material has being delivered to the carrier, the responsibility for goods is at Buyer's own risk only.
- Any claim or action coming out from transport damages and other operations after delivery to the carrier shall be done from the Buyer to the carrier, as the Seller is not responsible for any damage that might occur after goods delivery to the carrier.
- Goods delivered by us:
- For invoiced material we have a tolerance of +/- 3‰ on the total weight. In the event of any shortage within these tolerances the Buyer cannot raise any claim or make modifications to the total amount of the invoiced value. As partial exception to point 2 the Buyer is allowed to raise claim for shortage in the goods if they are exceeding the tolerances previously mentioned.
- Expenses related to weight control are at Buyer's responsibility when goods are delivered.
- In such an event, the Buyer shall give notice in writing the eventual claim on the transport documents and attach a label to attest that goods have been weighed on weigh-house and the total weight results to be different from the invoiced one. This document shall be signed by Buyer and carrier, the latter shall give the paper back to the Seller.
- In case of Ex works deliveries, the Buyer is responsible for all charges. The Buyer pays all transport costs and also bears the risks for bringing the goods to their final destination, the Seller is not responsible for any damages caused by transport, bad stowage or bad distribution of the cargo.
12) PACKAGING
- Our company will provide packaging according to experience and usage and is moreover explicitly exempt from all and any liability for losses and damages.
- Packaging (including standard packaging) will be invoiced tare for goods, unless agreed otherwise and is stated expressly in our order confirmation.
- The use of particular packaging, or the exclusion of packaging in the case of goods for which it is normally used, shall be requested by the buyer when placing the order.
- For particular types of packaging an extra price indicated will be included in the invoice.
13) DELIVERY TIMES
- Lead time, shipment or delivery times resulting from our order confirmations have only an indicative value and are always given without guarantee, except in the case of our absolute commitment, which shall expressly result from our order confirmation, and excepting even unforeseen events over and above those of force majeure which may arise in the works in which the orders are executed. Any delays, therefore, may in no case give rise to reimbursement of damages or to termination, even partial, of the contract unless these consequences have been expressly accepted by us in our order confirmation.
- In any case the delivery deadline is observed with communication that the goods are ready for shipment.
- Among the cases such as to free our company from all and any liability for non-delivery or delayed delivery are those relative to lack of raw materials or electrical power, breakdowns to machinery, interruptions of rail or other services connected with the transport of goods, lack of vehicles or wagons for loading, mobilization, embargo or war in states supplying raw materials, labour unrest, occupation of works, lock-outs, flooding, public calamity etc., as also any measures and orders from the competent organs of the European Community Single Commission aimed at limiting and in any case disciplining consumption of raw materials and the production and distribution of steel and end products.
14) GUARANTEES
- Our company guarantees material responding in every way to the characteristics and conditions specified in the order confirmation. However, it does not assume any responsibility, unless otherwise agreed, regarding applications and operations to which the supplied material is subjected by the buyer or any third party.
- Any technical specifications and/or guarantee requests advanced by the Buyer shall not be taken into consideration unless shown in the order confirmation.
- The Buyer is obliged to carry out tests on the products to determine if these are suitable for processing and for the use to which they are destined.
15) CLAIMS
- Any claims for goods not corresponding to what is specified in our order confirmation must be sent in writing within fifteen days at most from receiving the goods, failing which entitlement lapses. The report of any hidden faults must be made in writing, failing which entitlement lapses, within 8 (eight) days from discovery and in any case within 90 (ninety) days from receiving the product. Should the claim be made well-timed and be certified by our technicians as founded, the obligation on the part of our company is limited to the replacement of the goods recognized as non-corresponding, to the same place as for the original delivery, following return of the same and excluding any right on the part of the buyer to request termination of the contract or reimbursement of damages and refunding of expenses of any kind sustained.
- The buyer is debarred from any right to claims and therefore replacement of the goods should processing or the use of the material under claim, not be suspended immediately.
- Claims and protests give the buyer no right to suspend payment of the contested goods.
16) TAXES CHARGED TO THE BUYER
- For sales within Italy value added tax at the current rate of the date of invoicing shall be added to the invoice price.
- Sales to other countries of the European Community are exempt from the above-mentioned tax. Taxes and/or duties affecting material entering the above-mentioned countries are to be borne by the Purchaser, as are taxes and/or duties affecting the product entering non-EC countries.
17) PROTECTION CLAUSE
- Besides the cases of force majeure and others expressly provided by the Law, including state of emergency, mobilization, blockage or war also in the States of suppliers of our raw material, labor disputes, strikes and labor trouble, sit-down strike, lock-out, fire, flood, public emergency etc. and also in case of actions or directives of the deputed organs of the European Union Commission Communities aimed to limit and regulate the usage of raw material and the production and distribution of steel and finished products our Company has the right to withdraw, completely or partially, from the Sale Contract already stipulated or under stipulation in case of facts and circumstances which modified the market situation and the conditions of the Italian Industry. In the event of such a termination and when our Company withdraws from the Sale Contract due to a circumstances outside reasonable control the Buyer will be entitled to any compensation and he will be obliged, if requested by our Company , to pay the material already produced or in production.
18) COMPETENT COURT
- Any legal dispute in relation with contracts referred to contracts signed by our Company, shall be settled by the Court of Justice of Chiavari (Italy). This clause has to be applied also in case of any legal claims by third parties against defendants as a result of a contract dispute.
19) GOVERNING LAW
- All disputes and disagreements regarding this contract and the Conditions of Sale shall be governed by Italian Law, as this contract is considered to have been concluded in Italy.