Sales General Condition
In the contract hereunder, Arco Industrie S.r.l. is defined as “The Company ” and the client as the “Purchaser”.
Art. 1 ORDER AND CONTRACTUAL FINALIZING
All orders are to be sent by the “Purchaser” to the seller either by letter or by Fax. The Company has the right to accept also verbal or phone orders. However, all orders shall be considered definitive by the Company only after the order confirmation has been sent to the Purchaser who shall accept, sign and return it to the Company within 5 days from receipt, or also in the event that the goods have been delivered or accepted, even by the carrier, and the invoice has been issued. When the Purchaser places an order he/she shall automatically accept the sales conditions indicated herein, and any conditions and clauses stated on the purchaser’s order sheet which may be in contradiction with these shall be considered null and void.
Art. 2 PRICES AND PRICES VARIABILITY
The prices indicated in the Company’s price lists and/or quotations and received and confirmed orders may be subject to changes without prior notice to the Purchaser, due to increase in labour costs and/or raw materials.
Art. 3 SUPPLY LIMIT
The indicated prices include the supply of the materials and/or services stated on the quotation and re-stated on the order confirmation, thus excluding any other kind of supply and/or service, whether accessory or necessary. Therefore, any other kind of assistance to installation or testing of the materials is excluded unless specifically agreed upon.
Art. 4 DELIVERY TERMS
The delivery terms are considered to be Ex-factory of the Company, and goods are deemed to be delivered once the Company sends the “Goods are Ready” note to the Purchaser.
If, after 8 days from the date of the “Goods are Ready” note, the Purchaser has not accepted the goods, he/she shall be liable for all the risks involved in such a delay including damages, shortages and mishandling of the whole or part of the supply and shall not be covered by any guarantee or contractual clause.
In the event of the goods being sold under the “Cash against Documents” terms, the Company shall not be held responsible for any delay in the transmission of such documents by the bank and forwarders.
Goods shall in all cases be sent under the sole responsibility of the Purchaser also in the event of free of charge delivery, and in such case goods will be delivered by motor vehicle, unloaded and subsequently sorted by and at the expense of the Purchaser.
The goods shall be insured on explicit request and advance payment by the Purchaser.
Payment of packaging shall be included in the charge made to the Purchaser, unless otherwise specified in the confirmation order.
Art. 5 DELIVERY TIMING AND TERMS
The delivery terms shall run from the date the order has been accepted by the Company and the Purchaser has fulfilled his obligations regarding the payment terms.
“Delivery” means that goods are ready for shipment in the Company’s warehouse.
In the following cases the delivery, as per this article, may be postponed because of:
a) force majeure cases, accidental or unforeseeable circumstances.
b) in the event of the Purchaser not fulfilling his/her payment obligations, or more explicitly, but not exclusively, if the Purchaser fails to pay the instalment due, without prejudice against any other right of the Company concerning the non fulfilment (cancellation of contract, damages, etc.).
c) in the event of delays caused by the Approval Testing certifications Institutes, where testing is requested.
d) in the event of break-downs or failures happening during transport.
If delivery of the goods is delayed due to inefficiency or negligence of the Company, the Purchaser shall have the right to claim a discount on the last payment instalment to be made on the goods, equal to 0,25%, per each whole week of delayed delivery, to be calculated on the price of those goods that have been delayed. This penalty, which shall in any case not exceed 3% of the above mentioned price, will be applied once the Purchaser has fulfilled all his obligations.
The Company shall not, for whatever cause, acknowledge any other compensation to the Purchaser who, in any case, waives his right to claim on compensations for direct or indirect damage and/or for cancellation of the contract.
Art. 6 PAYMENT
The entire supply shall remain property of the Company until payment of the established price has been made in full, including any promissory notes issued as guarantee on the supply and of any other cost incurred and any other additional amount even of fiscal nature. In the event of non-fulfilment of the Purchaser, the Company shall have the right to suspend the delivery, to cancel the contract and to cash the paid instalments or promissory notes as compensation money, save further damages.
“Payment” means cash payment made directly to the Company, also in the case of instalments or promissory notes. All the general and particular sales conditions shall remain valid also in the case of promissory notes. In the event of payments delayed beyond the contract terms, the Company shall charge an interest on arrears, equal to the rate decreed in the Legislative Decree “D. Lgs. N. 231/2002” currently in force in the Italian territory.
The purchaser shall not have the right to make any claim, either legally or informally, prior to having fulfilled all his payment obligations towards the Company, including payment of instalments or any other form of payment which has expired (interests, registration fees, VAT or similar duties).
The Purchaser shall not proceed with any legal action prior to having paid all outstanding instalments or any other debt, even if additional, which may expire during the legal proceedings.
The total or partial non-fulfilment of payments by the Purchaser, also of previous accounts, will give the Company the right to suspend supplies, without the Purchaser being able to demand any damage claim.
If the sale contract provides also the installation service of the equipments supplied and the installation fee was not previously quoted, the Company shall consider it equal to a conventional price of 10% of the total value of the supply. If the Purchaser causes hindrance of any kind to the installation of the ordered goods, the Company shall be authorized to invoice the goods as provided in the contract and in the ways of payment as provided in the contract or, alternatively, the Company shall invoice the conventional amount of 90% of the total value installed, if the value of goods and installation are not separated in the order confirmation. The installation fee will be invoiced by the Company after the installation has actually been performed.
Art. 7 GUARANTEE
The Company products are covered by a 12 months guarantee starting from the date of delivery or the date of installation, if the latter was ordered to the Company. This guarantee period cannot be extended for equipment which has never been installed by the Purchaser or is not in use by the Purchaser. Possible claims regarding construction faults, materials faults or manufacturing defects shall be put down in writing and have the claim subject, type of goods, delivery date and matriculation number, and shall be submitted within 8 days from the receipt of the goods and always before installation; if there are hidden faults, the claim shall be submitted within 8 days from the date they have been found. If the claim is proven to be timely and well-founded, the Company undertakes to repair or replace for free any faulty part, in order to ensure perfect working of the equipment, excluding any other financial responsibility for direct or indirect damage or accidents deriving from the use of these products. The faulty equipment or parts thereof shall be shipped free of charge to the Company and shall be returned to the Purchaser ex-factory.
The guarantee is strictly limited to the equipment of the Company, and shall never concern any other items such as labour, interventions, transport and the related certification fees, primary materials such as oil, fluids etc., parts subject to wear and tear, customs and fiscal duties.
Save any other questionable reason, the guarantee shall definitely and automatically expire;
a) When payment has not been made within the agreed payment terms.
b) When the equipment has been mishandled without authorization from the Company.
c) When the use of the equipment is not in accordance with the specifications and performance features given in the technical bulletins, offers and confirmation orders.
d) When the original identification plates have either been changed, taken off or replaced.
e) When, in the event of the claim, the Purchaser has not suspended the use of the materials under claim.
Art. 8 JURISDICTION AND APPLICABLE LAW
This contract of sale shall be governed by the Italian law and any controversy or claim arising herefrom shall fall under the jurisdiction of the Court of Fermo- Italy, that will apply only the Italian law.
Art. 9 DOCUMENTS OF PROOF
This supply shall be considered conclusive only in consideration of the general conditions expressed herein and of the particular ones stated in the order confirmation. Any other possible change shall be deemed as valid only if agreed in writing and duly signed by the legal representative of the Company.
Art. 10 CONTRACTUAL FEES
Any contractual fees and registration costs shall be borne by the Purchaser.