GENERAL SELLING TERMS
- General Provisions
The terms and conditions set out below (the “General Selling Terms”) form an integral part of the contracts concluded between the Seller and the Purchaser for the supply of the Seller’s products (the “Products”). The General Selling Terms apply to all transactions concluded between the Seller and the Purchaser without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any different terms and conditions shall apply only if confirmed in writing by the Seller. The Seller reserves the right to amend, supplement or vary the General Conditions of Sale, attaching such variations to offers or price lists or to any correspondence sent in writing to the Buyer.
- Offers, Price Lists and Orders
The Seller’s offers and price lists are not binding, in particular with regard to quantities, prices and delivery terms. Orders placed by the Buyer shall not be deemed accepted until they have been confirmed in writing by the Seller. If Seller does not provide written confirmation of an order negotiated verbally, the issuance of the invoice by Seller or the execution of the order by Seller shall be deemed confirmation. Orders and/or changes to orders placed verbally or by telephone must be confirmed in writing by the Buyer. Otherwise, Seller assumes no liability for errors or possible misunderstandings.
- Prices and Terms of Payment
The Prices of the Products do not include VAT, which must be paid at the time of delivery or in accordance with the specific provisions stated on the invoice. Taxes, duties, shipping, insurance, installation, end-user training, after-sales service are not included in the prices unless specifically agreed and confirmed in writing. In addition to other remedies permitted by applicable law or these General Selling Terms, Seller reserves the right to charge interest on late payments in accordance with applicable law. If Buyer fails to make payment on the terms and in the manner specified by Seller, or if Buyer’s business is conducted other than in accordance with the ordinary course of business, including, without limitation, the issuance of attachments or protests, or when payments are delayed or insolvency proceedings are filed or initiated, Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising out of the business relationship as immediately due. In addition, the Seller may at its own discretion require advance payments and/or a security deposit. The Buyer shall not be entitled to make any set-off, retention or reduction unless his claim has been finally and judicially upheld.
- Delivery terms
Unless otherwise agreed upon in writing, any stated delivery period shall not be binding on Seller. Unless otherwise agreed in writing, Buyer shall not claim from Seller any compensation or charge any costs, penalties or any other obligations arising from any delay in delivery. Seller reserves the right to make reasonable partial deliveries. Any liability for delivery resulting from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, government regulations, subsequent blocking of export or import possibilities, in consideration of their duration and extent, shall release the Seller from its obligation to comply with any agreed delivery terms. The Seller shall not be obliged to accept returns of products unless expressly agreed in writing. Any costs incurred for this purpose shall be borne by the Buyer.
- Duty of Inspection and Acceptance of Products
Upon taking delivery of the Products, the Buyer shall immediately inspect the quantities and packaging and check the conformity of the Products and record any discrepancies in the delivery note. In the event of a notice of defects, the Buyer shall only notify the Seller in writing and in a clear and detailed manner of the defect within 3 working days of the Buyer taking delivery of the Products. The Buyer agrees to make the disputed Products available for inspection by the Seller or a Seller-appointed agent. Any Goods in respect of which no dispute has been raised in accordance with the procedures and terms set out above Treatment of Personal Data
The Buyer’s personal data shall be processed in accordance with the provisions of Italian law on the processing of personal data (Legislative Decree 196/2003). The Seller informs the Purchaser that the Seller is the data controller and that the Purchaser’s personal data are collected and processed exclusively for the execution of this agreement. Pursuant to article 7 of Legislative Decree 196/2003, the Buyer has the right to request the Seller to update, correct, supplement, delete and transform his data into anonymous form.
- Warranty terms
The Seller warrants that the Products are free from defects and conform to the technical specifications declared by the Seller. The warranty only applies to products used in an environment and for applications consistent with the specifications declared by the Seller; any improper use is prohibited. The warranty shall not apply if the failure or anomaly is due to incorrect or unsuitable application of the product or if the product does not conform to the commissioning. Any modification or replacement of parts of the product not authorised by the Seller shall relieve the manufacturer of civil and criminal liability, and shall in any case render the warranty null and void. The warranty does not cover normal wear parts. TECHPA MACHINERY srl shall not be responsible for damages towards the Purchaser, unless required by the laws in force or stated in a written agreement.
- Limitation of Liability
The Seller shall not be liable for any compensation claimed for breach or non-performance of contract, for any direct damage or loss of profit suffered by the Buyer as a result of the use, non-use, or installation of the Products in other products. The warranty covers only the replacement of defective parts (deemed to be defective after careful inspection by the Seller) and related labour costs by a Seller’s or Seller’s authorised technician. Any other costs for interventions, replacements or repairs carried out by the Buyer or third parties are not covered by the warranty unless expressly authorised in writing. Any costs of travel, subsistence, board and lodging for warranty work at the Buyer’s premises or other premises other than the Seller’s are not covered by the warranty. The Seller shall do everything in its power to deliver the Products within the terms that may have been agreed, but in no case may it be called upon to answer for damages directly or indirectly caused by the delayed execution of a contract or by the delayed delivery of Products. The Seller’s catalogues, price lists or other promotional material are only an indication of the type of Products and prices and the indications given therein are not binding on the Seller. Seller assumes no responsibility for errors or omissions in its price lists or promotional materials.
- Right of withdrawal
If the CUSTOMER intends to dispute the adequacy of one of the items delivered, he must give written notice of this as specified in the paragraph “Duty of Inspection and Acceptance of Products”; otherwise this item is considered accepted in full.
- Retention of Title
The Goods supplied shall remain the full property of the Seller until the date on which the Purchaser has paid the full price thereof and all sums due to the Seller. Until such time the Buyer shall retain the Products as Seller’s fiduciary owner and shall keep the Products properly stored, protected and insured. In the event that, in the country where the Purchaser is domiciled, the validity of the retention of title in favour of the Seller requires the completion of administrative or legal formalities such as, without limitation, the registration of the Products in public registers or the affixing of seals on them, the Purchaser hereby undertakes to cooperate with the Seller and to take all necessary steps to obtain a valid right of retention of title for the latter.
- Intellectual property of TECHPA MACHINERY srl
Customer expressly acknowledges that trademarks, trade names or other distinctive signs affixed to the goods are the exclusive property of TECHPA MACHINERY srl and may not be altered, modified, removed or deleted in any way. The Customer has the limited right to use trademarks, trade names or other distinctive signs, as well as any other industrial property right or productive and commercial know-how incorporated in the goods and which remains the exclusive property of TECHPA MACHINERY srl and for the sole and limited purpose of reselling the goods to the public. Any other use of the intellectual property of TECHPA MACHINERY srl and by the Customer, unless expressly granted by TECHPA MACHINERY srl and in writing, shall be construed as a violation by the Customer of the aforesaid exclusive rights of TECHPA MACHINERY srl and, also in terms of contractual liability and, as such, shall be properly prosecuted.
- Processing of Personal Data
The Purchaser’s personal data will be processed in accordance with the provisions of Italian law on the processing of personal data (Legislative Decree 196/2003). The Seller informs the Purchaser that the Seller is the data controller and that the Purchaser’s personal data is collected and processed exclusively for the execution of this agreement. Pursuant to Article 7 of Legislative Decree 196/2003, the Buyer has the right to request the Seller to update, correct, supplement, delete and transform his data into anonymous form.
- Competent Court
Any dispute arising between the parties following the interpretation, validity or execution of these General Conditions of Sale and the relative contracts stipulated shall be devolved to the exclusive jurisdiction of the Court of Lecco.