GENERAL SALES CONDITIONS
Unless otherwise agreed between the parties and / or otherwise indicated in the order:
Art. 1 - Proposals, confirmation, down-payments. – For the buyer signing the purchase proposal, this is binding and irrevocable. The Supplier, in its unquestionable judgement, has the right to accept it or not, except for its obligation to return the amount paid in advance if the proposal should be refused.
Commitments made by our Representatives, Agents, Employees and those Appointed and purchase proposals are only binding for us after we have explicitly confirmed them in writing. Proposals must always be accompanied by a down payment. The Supplier retains said payment as indemnity, if the buyer should cancel the order, any further request for damage excepted. Down-payments are always non-interest-bearing.
Art. 2 - Prices – Prices are net, ex factory works. The price established is the one in force at the time of delivery. If payment should be made in instalments, the Purchaser shall be liable for the cost of any bills, interest in the percentage agreed on and all other expenses.
Art. 3 - Delivery - a) Delivery of our goods is agreed at our premises. b) Delivery terms indicated are purely indicative: the Supplier shall have no liability if the goods are shipped after the aforementioned terms. c) Delivery is considered as executed for all purposes through notice (even by simply sending the invoice) that the goods are available for the Purchaser, or when they have been handed over to the shipper to be delivered to their destination. From the time of delivery, the Purchaser is liable for all relative risks and expenses. d) A peremptory, basic term of 15 days from when the goods are made available is established for the Purchaser to collect the goods. If goods should not be collected by that term, the Supplier has the right to consider the agreement as terminated through Purchaser default with all legal consequences and the down-payment made will be retained by the Supplier as indemnity, all further damage excepted. e) In any case of cancelation of a contract, the Supplier shall be obligated exclusively to refund the payments previously cashed.
Art. 4 - Payments. - Payments are considered as made to the Supplier’s place of business. The Purchaser must pay the full amount for goods invoiced to him to the Supplier directly before the products are delivered and shipped, in currency and modes agreed on. Any acceptance by the Supplier of payments made to its representatives shall not be derogation to the principle of payment to be made to the Supplier’s place of business. In case of late payments, shall be applied interest and its starting date, with no prejudice to all other Sa. Eng Srl Ltd rights. Non payment, in compliance with contractual terms established, shall terminate all guarantee obligations for Sa. Eng Srl Ltd and gives it the right to demand, with no need for declaratory judgement, immediate payment of the entire amount due. The Purchaser will lose all term benefits for any bills that have not yet expired which shall thus become fully collectable by right: or immediate lawful termination of the agreement with the application of the lien clause and the Purchaser’s obligation to return machines supplied.
Art. 5 - Shipments. – Shipments are made at risk and expenses of Purchaser.
Art. 6 - Testing and installation. – Machines are tested by Sa. Eng Srl Ltd before delivery or shipment. The Purchaser may attend at personally or through its representative. If it does not avail itself of said chance, the Purchaser unconditionally accepts the supply, guarantees established in article 8 excepted.
On request, Sa. Eng Srl Ltd may make its specialised personnel available for the Purchaser at its premises, at conditions established. The Purchaser must enable said specialist to carry out his job without stopping and supply him with labour, help and all means required. Furthermore, it must foresee suitable premises to take care of material and equipment’s required for the installation. The fitters are provided with a weekly report that the Purchaser is required to sign.
Art. 7 - Modifications during construction. – After the order there is no obligation for the Supplier to make any modifications to products that have been built or are in progress.
Art. 8 - Guarantee. – New machinery and new equipment’s are guaranteed for a maximum of twelve consecutive months (or for the agree period in case of used equipment) from delivery date through replacement or free repairs, at manufacturer’s discretion, of parts found defective following tests carried out by the Purchaser. The guarantee excludes: normal wear and tear, defects due to mishandling caused by wrong treatment or non-observance and negligence by not reliable conductors to items specified in the maintenance handbook delivered with the supply, and in case of damage caused by accidents, or unauthorized modifications and applications. For parts supplied by other manufacturers, the guarantee will only be supplied within limits granted by the manufacturers themselves. Shipment cost for replacement parts under warranty, costs of labour, travel, board and lodging and daily allowance are charged to the Purchaser. The guarantee will cease if the first Purchaser should sell it to outside parties as the guarantee is specifically meant for the first Purchaser; it will also cease in a case of payment default. Replacement parts and repairs do not interrupt the guarantee period; the overall machine guarantee period is also valid for new pieces.
In none of the cases foreseen in this article may the Purchaser demand termination of this agreement or compensation for damage for the period in which the machine is not operational. Unless established otherwise in writing, no guarantee is granted on used machines; if a guarantee should be granted, any parts to be replaced will be done so using used or reconditioned ones.
Art. 9 - Taxes, duties or other charges. – Taxes, duties and other charges and all present or future expenses concerning this sale, use of goods sold, are exclusively the Purchaser’s liability. Registration costs, transcription and all other expenses concerning and resulting form the agreement are the Purchaser’s liability.
Art. 10 - Complaints. – Any Purchaser complaints and contentions must be notified to Sa. Eng Srl Ltd by registered letter within eight days of receiving the goods, under penalty of cancellation. Any compliant, protest or report on defects shall not give the Purchaser the right to stop or delay payments.
Art. 12 – Retention of title. – The seller reserves title to the Products delivered to the Buyer until the Seller receives full payment of the price of the Products. The Buyer, in pursuance of the above retention of title, shall refrain from any conduct or act, which may have the effect of impairing exercise thereof. The Buyer shall not resell, assign, pledge, nor place any lien on the Products until the price thereof has been paid in full to the Seller; the Buyer shall immediately notify the Seller any executive proceedings undertaken by third parties which regards or affects the Products. In case of infringement of the Buyer’s obligations provided herein, the Seller shall be entitled to cancel forthwith any supply of the Products that has not been performed.
Art. 13 –Early termination. – Either party shall be entitled to immediately terminate these general conditions of sale, as well as any contract of sale of the PRODUCTS which has not been performed, should the other party be in material breach hereof. In particular the Seller shall be entitled to terminate this Agreement in the following cases: in the event the Buyer becomes subject to insolvency or bankruptcy proceeding or liquidation proceeding, or its financial conditions reasonably allow the Seller to assume that the Buyer will become insolvent; in the event the shares representative of the majority or the control of stock of capital of the Buyer are directly or indirectly sold, assigned, transferred or pledged or the like.
Art. 14 -Competent law. – UK law shall be exclusively competent for any dispute arising from this agreement or due to it in any way, also in a case of continence or connection of suits with the Supplier as respondent. Even sale through drafts or bills does not change said competence.