Unless otherwise agreed to in writing between the Parties, these General Sales Conditions (hereinafter “General Conditions”), jointly with the special conditions provided for in the order confirmation, regulate all product sales between SAATI S.p.A. (hereinafter the “Seller”) and any purchaser (hereinafter the “Buyer”) and, without prejudice to specific written agreements in deviation hereof, prevail over any dissimilar clause inserted into forms or other documents used by the Seller and/or Buyers (hereinafter, jointly, the “Parties”). Placement of the order by the Buyer implies full acceptance of these general conditions and a waiver of its own general purchase conditions, considered individually and as a whole. The supply solely comprises what is specifically expressed in the Confirmation of the Order Acceptance by the company, SAATI S.p.A.
- The Seller sells products that, by nature, cannot be considered finished products or having properties that are intrinsically dangerous to users, as they are necessarily meant to form part of the production cycle of the Buyer, who exercises an entrepreneurial activity that may only generate the finished product.
In consideration of the above, application of the regulations as per European Commission Directive 93/13/CEE that became effective in Italy through Law no.52 dated 6.2.1996 (art. 25) and Community Directive no.374 dated 25.7.85, implemented in Italy through Presidential Decree no.224 dated 24.5.1988, is excluded.
- By accepting these general sales conditions, the Buyer acknowledges that inferred above.
- The general conditions concern products intended to mean all items currently offered, or to be offered in the future, by the Seller and described in catalogues, designs, technical specifications or brochures. The Seller reserves the right to introduce changes, extensions or variations to the production of one or more products at any time, without any obligation to forewarn or notify the Buyer.
- The sending of catalogues or price lists does not constitute a formal offer by the Seller, who may change them at any time and without forewarning.
2 ORDERS AND CONFIRMATION
- Each order made by the Buyer (hereinafter “Order”), to be sent to the Seller in writing, is irrevocable and binding for the Buyer until confirmed by the Seller and, in any case, not over 15 days from its receipt by the Seller. Orders received by the Seller by recorded delivery letter, e-mail, fax or certified mail are considered sent in writing by the Buyer.
- Orders are understood as accepted by the Seller upon receipt, by the Buyer, of the Order Confirmation issued by the Seller (hereinafter “Order Confirmation”). Said confirmation specifies the codes, prices, delivery terms, payment conditions of the products ordered and/or any other indications useful in defining the contract. Any indication of an absolute delivery date must be expressly approved in writing, otherwise the date shall be considered not fixed. Delivery dates of less than 15 days from the date the Seller sends out the Order Confirmation shall not be accepted.
- If the Order Confirmation contains changes to the Order, the changes shall be considered tacitly accepted, and the Contract finalised with the changes, if the Buyer has not opposed the Order Confirmation in writing upon the elapse of three working days from its receipt.
- For monofilament fabrics, the delivery of over 10% or less than 10% or ±10% per manufactured parts, with respect to the quantity order and accepted, is to be deemed compliant with the Order, unless otherwise negotiated with the Buyer.
- Cancellations and/or changes, even partial, of Orders already accepted by the Seller through the sending of the Order Confirmation shall not be accepted.
3 PRICES AND PAYMENT METHOD
- Prices and payment methods are understood as those expressly specified in the Order Confirmation; they shall not include unmentioned services or fees, that is, specifically, taxes in effect in the place of destination.
- Payment of the supply is made in the manner and within the time specified in the Order Confirmation at the domicile of SAATI S.p.A.; transmission of the amounts, regardless of the preferred method, remain at the risk of the Buyer.
4 DELAY IN PAYMENT AND WITHDRAWAL
- Non-payment of the amounts due for supplies carried out shall result in the application of interest on arrears, quantified according to art. 5 of Legislative Decree no. 192 dated 9.11.2012, as well as a claim for recovery expenses as per art. 6 of the above Legislative Decree, without the necessity of placement in default and without the Buyer being able to defer payments for this reason.
- In any case, regarding sales with deferred payment, the Seller retains the right to request advance payment for subsequent orders and/or shipments. In the event of sales with deferred payment, non-payment of even a single instalment shall give rise to invocation of the deceleration clause upon the lapse of 10 days from the due date, with the consequent, immediate maturity, by right, of subsequent instalments for goods already delivered, even if they concern different orders, and cancellation of the remaining part of the contract, for default and negligence of the Buyer, up to complete cancellation of the contract, pursuant to art. 1456 of the Italian Civil Code, and with the right of the Seller to claim damages for non-fulfilment.
- In accordance with articles 1460 and 1461 of the Italian Civil Code, a seller may nullify delivery of the goods, without the buyer being able to make any claim whatsoever, in the following cases:
- If there are still payments open for previous supplies and/or previous invoices, for which the due dates have expired and the amounts are collectable.
- If, upon shipment of the goods, and in the unquestionable judgment of the seller, the financial situation of the buyer is not satisfactory (the existence of protests, pending monitory, executive and/or injunction procedures, connected actions of any kind or negative business information).
- The delivery of the Products is fixed each time, according agreements between the Parties, which include not only the delivery methods, but also anticipatory information of who is to take charge of the shipment and the insurance costs for any damages during transport;
- In order to control the observance of the delivery terms and transfer of the risk for damages or total or partial loss of the goods from the Seller to the Buyer, and under the terms in article 1510 of the Italian Civil Code, the delivery is regulated by the provisions derived from the latest version of Incoterms, which furnishes the rules and standards used in international exchanges. Upon completed delivery, all of the risks on materials and/or the goods are transferred to the Buyer.
- Upon delivery of the goods by the shipping company, the Buyer bears the obligation of controlling that the external state, exact number of packages and their weight (as well as the intact state of the packages and goods and the adhesive tape that seals them) are in conformity with the delivery note. In the event of VISIBLE damage to the material during transport, it is indispensable, for guarantee purposes, to immediately indicate the type of damage, any discrepancies detected or broken goods, with the obligation of peremptorily writing the details thereof on the shipper’s delivery list.
- The Buyer is to make written communication of any claims and/or challenges against the materials supplied to the production unit concerned within 48 hours of the date of receipt of said materials. Even if the goods are packaged at the time of delivery, the Buyer is still charged with controlling the materials received and notifying the Seller in writing of any challenges within the time limit set forth above.
6 QUALITY OF THE GOODS AND RETURNS
- All of the Seller’s products are subject to quality controls throughout the entire manufacturing process in accordance with internal procedures; any request for declarations of conformity and/or inspection certificates for the supply is to be expressly indicated in advance in the Order.
- Any tolerance of differences in and/or changes made to the technical features indicated in the product sheets, which may be derived from the nature of the product sold are recognized by industrial practices in use in the sector, and does not imply any recognition of liability to be borne by the Seller.
- Since the Buyer is obliged to control the quality of the goods upon delivery thereof, the introduction into the manufacturing procedure and continuation of the manufacturing of what is sold is to be understood as at the exclusive risk and danger of the Buyer, hereby excluding the Seller from any liability.
- The liability of the Seller is understood as limited to the quantity of goods deemed faulty or the price thereof.
- In the event of defects and/or flaws in what has been sold, the Seller may, of its own accord, replace the batch of goods supplied or reimburse the Buyer with the purchase amount, hereby excluding any other indemnity for direct or indirect damages suffered by the Buyer.
- Claims may not be brought after an elapse of 6 months (six months) from delivery of the goods and the Buyer may not bring claims for goods for which the sales price has not yet been paid.
- Claims shall only be examined if the Seller has been notified in writing, indicating the item or batch number; claims shall be accompanied by a significant and identifiable sample of the defective product.
7 LIABILITY FOR PRODUCT FLAWS AND/OR DEFECTS
Considering that the application and use of the Seller’s products is subject to numerous variables (use of the product, compatibility with the intended system/machine, conditions of safekeeping and storage of the buyer, etc.) that are unknown to the Seller and in which it has no power to intervene, the Seller does not hold itself unlimitedly liable for any flaws or defects of the products sold.
- the Seller is not liable for the final destination of the Product, for which the Buyer acts and chooses in full independence and awareness, i.e. the Seller is not liable for the suitability, or not, of the product to the “conditions of operation”, for which the Buyer is solely liable;
- the Seller is not liable for any flaws and/or defects of the product as a result of anomalous deterioration, negligence of the Buyer in its safeguarding, incorrect application and/or installation operations, replacement and/or maintenance carried out by third parties, or due to chemical, mechanical and/or electrical causes extraneous to the product as sold.
8 INDUSTRIAL PROPERTY
The Seller herewith guarantees that the products supplied do not violate any third-party industrial property rights and are free from pledges, claims or constraints of any kind.
The Buyer shall undertake to keep any reserved information or documents regarding the Seller’s products strictly confidential.
The Buyer shall hold absolutely secret any technical and commercial information and any other data of which it may learn during the contract relationship, without prejudice to the rights of the vendor to claim for damages in the event of violation by the Buyer; likewise subject to the same secrecy are all technical and commercial documents, designs and projects that the Seller should exchange with the Buyer in performing the contract.
If any information and/or technical or commercial data reported by the Buyer are in violation of the industrial property rights or know-how or brand and/or patent rights of third parties, the Seller shall not be deemed in any way liable for such violations and, if the vendor should be involved in denunciations and/or legal actions by third parties for violations of brands, patents, know-how or other industrial secrets resulting from information and/or documents received by the Buyer, the latter shall undertake to keep unharmed and release the Seller from any economic request for compensation and any direct and/or indirect costs. Any technical notification transmitted by the Seller or its appointed parties concerning the goods and their functioning during use is purely indicative. Any detection of variations occurring during the Buyer’s manufacturing processes may not be claimed, for any reason, by the Buyer.
This sales contract is regulated by these general conditions and, if not expressly set forth herein, by the sales regulations contained in the Italian Civil Code, (art. 1470 and subsequent amendments and supplements).
10 PROCESSING OF PERSONAL DATA Legislative Decree 196/2003
The Buyer herewith authorizes the Seller to process, communicate and divulge its personal data for all requirements / contract-legal fulfilments, as well as to allow for a more effective management of the contract-business relations, including technical publicity updates. The data may be processed in written form, on paper, magnetic media and electronic or computer support.
The parties agree that the Italian Judicial Authority and the Court of Milan shall have exclusive jurisdiction over any controversy regarding the interpretation and/or execution of the sales contract. This sales contract, even if entered into by foreign citizens or for materials supplied from abroad, is likewise exclusively governed by Italian Law. In the event of differences in interpretation, the Italian version of these general conditions shall prevail.