CONDITIONS OF SALE
General Conditions of Sale - O.P.M. Italy s.r.l.
1.0 INTRODUCTION
1.1 Our sales, unless otherwise stipulated which must be expressly written on our order confirmation, are made under the following general conditions.
1.2 Each purchase order received implies the buyer's unreserved adherence to the general conditions of sale.
2.0 OFFERS
2.1 The offers are intended without commitment to purchase, unless otherwise expressly indicated, and are subject to the general conditions of sale.
2.2 Offers for which a term of validity is indicated are considered binding for our Company if acceptance by the buyer is received within the set deadline; otherwise we reserve the right to accept.
3.0 ORDERS
3.1 The transmission of the order commits the buyer to accept our general conditions of sale.
3.2 Orders received must be complete and defined in every part.
4.0 ORDER CONFIRMATIONS
4.1 The supply includes only the services, goods and quantities specified in the order confirmation letter (with initials "C1") or in any subsequent modification thereof.
4.2 The text of our order confirmation will prevail, in any case, over the non-compliant text of the buyer's order.
4.3 The order confirmation sent to the buyer will be considered accepted if it is not contested within 3 working days from the date of sending.
5.0 TERMS OF DELIVERY
5.1 The terms of preparation, shipping or delivery resulting from our order confirmations are indicative and are always given without guarantee, except in the case of essentiality of the term in favor of the buyer. Any delays will therefore in no case give rise to compensation for damages or termination, even partial, of the contract unless such consequences have been expressly provided for and accepted in our order confirmation.
5.2 In any case, the delivery deadline is observed with the communication of goods ready for shipment.
5.3 Failure or delay in delivery, due to lack of raw materials or electricity, breakdowns of production machinery, interruptions in goods transport services, personnel unrest, occupation of factories, lockouts, floods, public disasters, etc. at our Italian or foreign suppliers will not give rise to any liability attributable to our company.
6.0 TESTING
6.1 Any testing of the goods, even if only visual and dimensional, must be expressly requested by the buyer at the time of the order and expressly accepted by us in our order confirmation.
6.2 Any goods rejected during testing involve only the obligation to replace them in a short period of time and without the buyer being able to claim any compensation or reimbursement of expenses incurred for any reason.
6.3 The acceptance of the goods is always intended as liberating in all respects.
7.0 PACKAGING
7.1 Our Company will pack it with care and experience.
7.2 The use of special packaging must be expressly requested in the purchase order and confirmed
from our order confirmation.
8.0 SHIPPING OF MATERIALS
8.1 Shipments will be made in the manner specified in the order confirmation.
8.2 The goods object of the supply, unless different and specific written agreements, are always considered delivered
ex our factory (Ex Works), the same therefore travels at the buyer's risk.
In the event that the sale price includes the costs up to the destination, the transfer must be understood as carried out by us with the delivery to the carrier as the goods travel in any case at the buyer's risk.
8.3 In case of delayed collection, the storage costs will be charged. In any case, our Company reserves the right to partially or totally terminate the contract and / or to ship the goods at the expense of the buyer if:
a) fifteen days have elapsed from the date of communication of the goods ready without the material being collected;
b) our company has not received instructions regarding the shipping methods.
9.0 DELIVERY OF GOODS
9.1 The delivery of the goods takes place only and exclusively at our factory unless otherwise agreed between the parties. Upon delivery of the goods to the carrier, all our liability ceases and the materials travel at the buyer's risk.
9.2 Any reservations, complaints, actions arising from or in any case related to transport and subsequent operations must be made and / or proposed by the buyer exclusively towards the carrier, as our Company is not responsible for what occurred after delivery.
10.0 TRANSFER OF OWNERSHIP AND RISKS
10.1 The buyer will assume all risks inherent in the supply, including the risk of deterioration or loss of the goods, from the time of delivery to the agreed place or to the carrier in charge of transport.
11.0 WARRANTIES
11.1 Our Company guarantees the goods in full compliance with the characteristics and conditions specified in the order confirmation. However, except for any specific written agreements, no liability arising from improper use of the goods by the buyer is assumed. Any technical specifications and / or requests for guarantees made by the buyer will not be taken into consideration unless signed in the order confirmation.
11.2 The buyer is obliged to assess in advance whether the products supplied by our Company are suitable for the use for which they are intended.
12.0 TERMS OF PAYMENT
12.1 Payment for our supplies must be made respecting the terms and delays indicated on the invoice.
12.2 Our company remains in power:
a) change the terms of payment in the event of the insolvency of the buyer in relation to previous orders;
b) grant further deferments of payment against bank guarantees.
13.0 FAILURE OR DELAYED PAYMEN
13.1 The delayed payment, even partial, of our invoices will give rise to the immediate commencement of interest on arrears which will be calculated to the extent provided for by Legislative Decree no. 231 of 9.10.2002, implementing Directive 2000/35 / EC and any subsequent amendments.
13.2 Failure or delay in payment of invoices authorizes our Company, except for any other action, to request advance payment of further supplies or to deem the contract suspended or terminated, to suspend or cancel other contracts in progress, without the purchaser may make claims for compensation or indemnification reserves in this regard; the buyer remains obliged to pay compensation for all damages resulting from the non-execution of the contracts.
14.0 COMPLAINTS
14.1 Any complaints for goods that do not comply with what is specified in our order confirmation, must be proposed, in writing, within a maximum period of 15 (fifteen) days from receipt of the goods under penalty of forfeiture. Reporting of any hidden defects must be made in writing, under penalty of forfeiture, within 8 (eight) days of discovery. If the complaint is timely and, after verification by our after-sales service, is well founded, the obligation of our company is limited to the replacement of the goods recognized as non-compliant, in the same place of delivery as the original supply, subject to return. of the same. Any right on the part of the buyer to request termination of the contract or compensation for damages and reimbursement of any expenses incurred is excluded.
14.2 In any case, complaints and protests do not entitle the buyer to suspend payment of the invoice relating to the disputed goods.
14.3 Failure by the purchaser to return the non-compliant goods and replaced by our company will result in the charge on the invoice.
15.0 TAXES BORNE BY THE BUYER
15.1 For sales in the national territory, the prices on the invoice are increased by value added tax while sales in other countries of the Community are exempt from tax.
15.2 During the request for an offer, the buyer must communicate to our company:
a) any returns in EU / non-EU countries and Incoterms in order to assess a priori the existence of triangulation, exclusions or VAT non-taxability.
b) purchases in suspension of tax for declaration of intent.
16.0 JURISDICTION
16.1 For any eventual controversy that could arise in relation to the interpretation, execution and resolution of the present, the Court of Milan will have exclusive jurisdiction with the exclusion of any other Court.
17.0 APPLICABLE LAW
17.1 For anything not provided for by these general conditions of sale, Italian law is applicable to the supply contract and for any dispute arising from it, Italian jurisprudence is competent as the relationship is considered concluded in Italy.
