1) – PREMISES
1.1) The following general terms of sale, posted also on the website www.guzziniengineering.com, are essential part of all the sale contracts concluded between the User/Purchaser and the Owner of the site, namely the Seller, GUZZINI ENGINEERING SRL, with legal office in SP 571, Km 10.983, Recanati (Mc), P. IVA 01,838,940,433 (hereinafter referred to as GUZZINI ENG), whatever was the form through the sale orders are exchanged between the Parties (simple e-mail, registered e-mail , fax, registered letter).
2) – ACCEPTANCE
2.1) Orders must be deemed accepted and the sale executed when and where GUZZINI ENG receives the specific acceptance of sales terms and conditions by the Purchaser .
2.2) Orders confirmations must be forwarded by the Purchaser with one of the means listed in the art. 1.1.
2.3) The Parties agree to integrate the terms of sale also with the conditions issued by GUZZINI ENG on any sale invoices.
3) – delivery place and TERMS
3.1) Unless otherwise agreed between GUZZINI ENG. and the Purchaser, product/s delivery will normally be EXW (Ex Work) or FCA (Free Carrier), pursuant to the INCOTERMS currently in force.
3.2) In case of carriage paid up to a destination, where not differently specified, the INCOTERM will be CPT (Carriage Paid up to the agreed destination without Insurance).
4) – delivery
4.1) Delivery time agreed for the products on the sale orders and issued on the final invoices must be considered as a reference but not as a rigid indication; therefore a “not relevant” delay on the delivery of the ordered products, made by GUZZINI ENG, must not be considered by the Purchaser as a breach of the contract. Therefore in this last case the Purchaser will not have any right to claim any compensation and/or indemnity to GUZZINI ENG.
4.2) On the basis of the present terms of sale is deemed “not relevant” a delay not exceeding n. 15 working days.
4.3) Where force majeure events occur must be applied the rules of Article 1218 of the Italian Civil Code (Codice Civile – R.D. n. 262/1942), nonetheless GUZZINI ENG will make all the efforts to limit the negative effects resulting from the supervening impossibility of performance.
4.4) Are deemed “force majeure events”, as an example, but not limited to, the following events: adverse and exceptional phenomena (earthquake, flood, tsunami, fire, flood, landslide and other natural disasters), other unforeseeable external events (wildcat strikes of transport services, lockouts trade union action of the court, theft of raw materials or finished products, exagerated increases in the prices of raw materials).
4.5) Any sale agreement shall be deemed terminated in the event that the Purchaser fails to pick up the goods at the agreed place of delivery within 15 days after the agreed delivery date. In this case GUZZINI ENG is entitled to claim compensation for damages and costs or, in the case of express authorization to pick up the goods after the fifteenth day, to receive a payment increased by 10% compared with the original value.
5) – GOODS QUALITY WARRANTY
5.1) GUZZINI ENG warrants that the delivered products fully comply with features selected by the Purchaser; with the characteristics indicated in the technical data sheets and catalogues (look also at www.guzziniengineering.com) and with the standards prescribed by Italian and European Union Laws currently in force, including all the mandatory safety regulations.
5.2) The goods supplied by GUZZINI ENG. are free from defects that make goods unfit or unable for the use for which they was manufactured or which is normally intended to (namely the uses indicated on the website, in the catalogues and inside the technical data sheets), unless the Purchaser has expressly ordered goods with special features, not included in the sale catalogues or not mentioned by the technical specifications. In this last case GUZZINI ENG assumes no liability it may occur as a result of the use of modified products after an express order coming from the Purchaser.
5.3) GUZZINI ENG does not process sales of samples. Samples provided by GUZZINI ENG or requested by the Purchaser shall not oblige GUZZINI ENG to provide the same standard quality warranty prescribed by the Law and by the following art. 6 for products regularly sold on the market.
5.4) The goods are packaged pursuant to the Laws.
5.5) GUZZINI ENG does not assume any responsibility for the maintenance of products quality, in case the same products after the delivery have been modified and/or transformed by the Purchaser without the latter’s prior consultation and authorization of GUZZINI ENG. In absence of express authorization the Purchaser will loose any warranty right.
6) COMPLAINTS AND RIGHTS OF THE PURCHASER
6.1) In case of defects of the delivered products, the Purchaser shall immediately send a prior notice of complaint in writing to GUZZINI ENG, in accordance with the Laws, within 8 days after the receipt of the goods or the acknowledgement of the defect (by way of registered letter, fax to +39.071-7574373 , or e-mail at email@example.com) mentioning any single element of non-compliance with respect to the technical specifications of GUZZINI ENG catalogues. The Purchaser, in the absence of the above mentioned writing complaint, will loose the warranty right after 30 days from the delivery of the products. In the event of a complaint, the Purchaser shall not use in any case the complaint products, which must be properly maintained available for GUZZINI ENG, in order to allow the appropriate quality preliminary controls on the disputed goods.
6.2) In case of defects GUZZINI ENG must, first, replace at its own expenses the defective item and then, in case the replacement is not possible, must refund the price of the purchase.
6.3) No compensation claim for any direct and/or indirect damage may be made by the Purchaser against GUZZINI ENG, in case GUZZINI ENG’s conduct complies with the above mentioned art. 6.1, 6.2..
6.4) In presence of a complaint the Purchaser has not the right to terminate the contract immediately and unilaterally, nor to suspend in whole or to avoid to process totally or pariallyt the payment for the purchased products.
7) – PRICES AND PAYMENTS
7.1) GUZZINI ENG products sale prices are specifically indicated inside the pro-forma invoices and/or in the final sales invoices.
7.2) Final conditions and terms of payment are the ones agreed and issued in the final invoices, or in the pro-forma invoices, or in the DOT issued by GUZZINI ENG.
8) FAILED OR DELAYED PAYMENT
8.1) In case of failed or delayed payment and also of partial payments with respect to the expiration terms prescribed in the invoice must be applied pursuant to the Italian Law D.Lgs. 09.10.2002 n. 231, including rules related to the interests and interests rates.
9.1) In compliance with the rules of Italian D.Lgs. n. 196/2003 and further modifications about the enforcement of the personal data, each of the data collected about the Purchaser will be used by GUZZINI ENG. pursuant to its role of Seller, exclusively for commercial and administrative uses . All these data are available to be immediately cancelled , after a simple request in writing, notified in advance by the Purchaser..
9.2) GUZZINI ENG. is responsible for the treatment of the personal data of the Purchaser. The Purchaser, as owner of its personal data, has the rights prescribed by art. 7 of Italian D.lgs. n. 196/2003, including, the right to enter inside its personal data folder, to amend, to update and cancel its the data and also to oppose to their treatment for legitimate reasons, making any complaint in front of GUZZINI ENG.
10) LAWS AND JURISDICTION
10.1) The present terms of sale shall be governed by and be interpreted in accordance with the Laws of ITALY, first of all Codice Civile (R.D. n. 262/1942 of Italian Laws).
10.2) The Parties agree to solve any dispute arising from the interpretation, or from the execution of the present terms of sale, in front of the Jurisdiction of the Civil Courts of the Tribunal of Macerata, in Italy.
10.3) Parties expressly agree, before settle any dispute in front of the Tribunal, to submit in advance any dispute arising from the present terms of sale in front of the Mediation and Conciliation Center called ADR Center s.r.l., branch of Tolentino (Macerata), with registered office in Rome, via M. Colonna 54 (Organization legally registered with n. 1 inside the list of the mediation bodies certified by the Italian Government, Ministero di Grazia e Giustizia, pursuant to Italian Law, art. 38 D.Lgs. 17 gennaio 2003 n. 5), or to another mediation body agreed by the Parties and certified by the Italian Government.
The Parties and particularly the Purchaser reciprocally agree each of the present terms of sale, which represent the result of their free and voluntary negotiation and consent, without the use of oppressive clauses which violates the Italian Law pursuant to the rules of the Italian Civil Code (art. 1341 and 1342 ). The Purchaser declares under its responsibility to have fully read, to be aware and to entirely agree the content of the articles 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 of the present terms of sale.