GENERAL SALES CONDITIONS
(En cas de désaccord la version italien fera foi)
- The following general sales conditions are considered to be known by all buyers.
- Our sales, unless stipulated otherwise and expressly shown on our order confirmation, are effected at 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.
- Offers are always without obligation, unless expressly indicated otherwise by us and are subordinate to the general sales conditions contained in the present list.
- Offers of materials available in stock are understood to be unless sold.
- Offers for which a validity term is indicated are understood to be binding for our company if acceptance by the buyer reaches us within the established term. Should acceptance arrive after the established term, we retain the faculty of accepting or not.
- Sending the order binds the buyer to the prices and all the conditions of the price list in force at the date of order confirmation.
- Orders are understood to be perfected to all effects only following our written confirmation.
- For futures contracts, if accepted, the detail specifications (for steel grades and dimensions) must reach us by the agreed deadline. After such deadline, if the buyer has not specified the entire lot, our company shall retain the faculty of cancelling the contract without obligation of default and the buyer may advance no claims for reimbursement or compensation.
- Orders must be complete and defined in all parts.
- 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 prevail, in any case, over texts differing from any offer and order.
- 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 tolerances in use. Fulfilment of the order allows tolerances of plus or minus 10% on the ordered weight, except for those particular dimensions or steel grades for which the tolerance shall be agreed each time.
- The products as per the price list are quoted from Cremona and the prices are expressed in Euro per metric tonne (or other).
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 understood as always ex works, and therefore travel at the buyer’s own risk. In the case that the sales price includes costs up to destination, the transfer is understood to be effected by us on behalf of the buyer and consequently at his risk.
- In the exceptional case in which collection of the products is effected by the buyer with our prior agreement, to result expressly on the order confirmation, the products shall be invoiced as per the price list plus the extra foreseen for collection of the material by the buyer. In the case of delayed collection storage costs shall be charged. Our company, however, reserves the right to partially or totally rescind the contract and/or ship the ready materials to the buyer’s known address, charging the costs as provided in the previous point 2, in the case in which:
- fifteen days have passed from the date of communication 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.
- All extras and discounts as provided by the price list are shown in the invoice in the following order, unless otherwise prescribed: steel grade, particular prescriptions, thickness and width, coating, finishing, packing, controls and various technical documents.
- For steel grades, formats and particular prescriptions not provided in the price list, the relative extras shall be agreed each time.
- Payment of our supplies shall be made, net of all costs, discounts or taxes, in accordance with the times and methods indicated in the invoice. For material invoiced but not shipped, for the purposes of the starting date of payment, the shipment date is assumed to be that of the date of invoice.
- Our company retains the right:
- to request payment in cash upon notice of goods ready, or at shipment;
- to grant deferred terms of payment if necessary against bills, notes, assignments or drafts, with costs and stamps charged to the buyer to whom in any case delay interest will be debited.
NON-PAYMENT OR DELAYED PAYMENT
- Delay in payment of all, or part of, our invoices beyond the agreed expiry gives rise to the immediate accruement of interest which will be charged at the conditions and amounts as provided by Legislative Decree no. 231 of 9.10.2002, which puts into effect the Directive 29.6.200/35/CE and any modifications.
- Moreover, non-payment or delayed payment of the invoices gives our company the right, save for any other action, to claim advance payment on the remaining invoices or to consider the contract suspended or resolved and to suspend or annul the carrying out of any other contracts in course, without the buyer being able to advance claims for compensation or reimbursement or reserves in this respect; the buyer remains obliged to refund all damages (arising or for lost profit) deriving from the failed execution of such contracts.
TRANSFER OF OWNERSHIP AND RISKS
The buyer shall acquire ownership only upon full payment of the invoice issued by the seller, but shall assume all and any risks inherent to the product, including the risk of deterioration of the same, from the moment of delivery of the product to the agreed place of destination. From such moment the seller shall be freed of all and any liability regarding the product.
DELIVERY OF MATERIALS
- Save agreement to the contrary, which must expressly result in our order confirmation, delivery of materials occurs only and exclusively at our manufacturing works or at our warehouse. Responsibility for the state of the materials is transferred to the buyer only and exclusively at the moment of delivery to the carrier at the points as above. Therefore, once delivery to the carrier is effected, all and every responsibility on our part ceases and the materials travel at the buyer’s risk.
- Any reserves, claims, actions deriving or in any case connected with the transport and subsequent operations shall be made and/or proposed by the buyer exclusively against the carrier, our company not being responsible for what may occur after delivery of the materials to the carrier.
- For shipments effected by us on road vehicles the following is allowed:
- for materials invoiced by weight, a tolerance of plus or minus 3 per thousand on the shipped weight. Any differences within this limit shall not therefore form the object of claims or lead to modifications in the overall amount of the invoice price. In the above-mentioned case, in partial derogation of what is provided in the previous point 2, the buyer may advance against our company such claims as regard exclusively deficiencies in weight exceeding the tolerance of 3 per thousand;
- costs relative to weight control on reception are fully charged to the buyer;
- to avail themselves of this faculty, the buyer shall draw up, on pain of nullity, any claim on the back of the document accompanying the goods, attaching to it, for claims relative to goods invoiced at weight, the weighing tag, done on a “Veritas” scale or public weighing machine, certifying the weight effectively observed on reception of the goods. Still on pain of nullity, the accompanying document shall be signed by the buyer and by the carrier or by the person charged by the latter and delivered to the former to be sent on to our company.
- In the case of material collected by the buyer’s vehicles, with loading effected under the carrier’s control and direction, our company shall have no responsibility for damages, whether to the materials or to the transporter or to third parties as a consequence of the loading conditions, whether for lack of or for excess stowage or for poor distribution of the load.
- Should the buyer request that weight and tare be recognised on departure by the Railways Administration or by another authority, the relative cost shall be charged in full to the buyer.
- Any other out-of-pocket expenses for particular arrangements of the materials on the means of transport – if agreed – shall be charged to the buyer at cost.
- Our company shall 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) shall be invoiced tare for goods, unless agreed otherwise and result 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 the extra price indicated in the present price list shall be included in the invoice.
- Completion, presentation for testing, 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 or testing.
- 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, mobilisation, embargo or war in states supplying raw materials, labour unrest, occupation of works, lock-outs, flooding, public calamity etc., as also any provisions 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.
- Unless otherwise indicated our supplies are regulated by the standards and specifications of current UNI and EURONORM standards.
- Any testing of materials must be expressly requested by the buyer at the moment of ordering and expressly accepted by us in our order confirmation; this may take place only at our manufacturing works before shipment or delivery.
- Testing of the material frees the same for all effects and purposes.
- Testing may be carried out in accordance with UNI and EURONORM standards or in accordance with the specifications of the control authorities or in accordance with other particular prescriptions. Fees for the external testing authorities (official authorities or those charged by the customer) are charged in full to the buyer, unless otherwise indicated and provided in the present price list.
- The buyer will be informed by our manufacturing works that the goods are ready for testing so that the buyer may speedily give instructions to the authority he has designated. Any payments made by our company to testing authorities on behalf of the buyer shall be refunded by the latter at sight.
- When testing is to be carried out by State Agents or other recognised Authorities, should the agents not start testing within 30 days of notification that the material is ready, it is understood that the buyer shall renounce testing and the material shall be tacitly accepted by the same. In this case our company considers itself authorised to effect the relative shipment and continue further processing and manufacturing. The above-mentioned term of 30 days is reduced to 15 days if the testing is to be carried out by persons charged by the buyer. In this case our company shall send the buyer copy of the manufacturing works test certificate.
- In any case renouncement of testing by the buyer shall not lead to any variation in the extra price for quality and testing indicated in the price list of the single products.
- Materials that may be rejected in the course of testing lead to the sole obligation for our company of substitution in the shortest possible time with no commitment for immediate manufacture and/or delivery and the buyer may not demand compensation or reimbursement of any kind of the costs sustained.
- Should testing have to be suspended upon the buyer’s request, and in the case that such suspension is accepted by us in writing, the buyer shall be charged for all the extra costs deriving from such suspension (storage, interest payable etc.)
- 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.
- 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.
- 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 speedily and be certified by our technicians as founded, the obligation on the part of our company is limited to the replacement of the goods recognised as non-corresponding, at 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 object of the contestation not be suspended immediately.
- Claims and protests give the buyer no right to suspend payment of the contested goods.
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.
Besides cases of force majeure and other cases as provided by law, including state of alarm, blockage or war also in states supplying raw materials, strikes and labour unrest, occupation of works, lock-outs, fires, flooding, public calamity etc., as also in the case of any provisions and regulations by the European Commission aimed at limiting and in any case disciplining consumption of determined raw materials and the production and distribution of steel and end products, our company shall have the right to withdraw, wholly or in part, from the definitively concluded sales contract, as well as from those being defined whenever events and circumstances should occur that substantially alter the state of the markets, the value of currency (including currency devaluations in the ECSC area) and the conditions of Italian industry. In such cases and generally, when our company recedes from a contract due to an impediment not depending on its own actions or faults, the buyer has no right to damages, compensation or reimbursement and shall, if requested by our company, pay for goods that are ready or are being processed.
COURT OF LAW
The court of law with sole jurisdiction for any and every controversy relative to sales and relative contracts concluded by our company is that of Cremona (Italy).
For whatever is not provided under the present general sales conditions Italian law shall apply to sales concluded by our company since supply contracts are considered to be concluded in Italy.