a) These General Terms and Conditions of Sale will be effective for any order unless expressly waived in writing by the parties and always accepted in writing by TEC-SIM s.r.l. (hereinafter also referred to as TEC-SIM) and replace all previous general conditions of sale and will prevail over any type of general conditions of purchase of the buyer.
b) TEC-SIM reserves the right to modify and/or vary these General Conditions of Sale, attaching such modifications and variations to the offers or to any written correspondence sent to the buyer.
c) Orders, regardless of the form submitted by the customer, will not be binding on TEC-SIM, which may therefore refuse to accept them, accept them only partially, or withdraw from them at its sole discretion. In the event of a conflict between the customer’s purchase order and these Terms and Conditions, the latter will prevail unless TEC-SIM expresses otherwise in writing. In the event of any discrepancy between the order and TEC-SIM’s confirmation, the latter will prevail.
a) Delivery terms, if agreed, refer to the date of acceptance by the carrier and will commence upon the customer’s fulfillment of the obligations and duties imposed upon them, such as the submission of documents or the execution of any agreed advance payments. However, delivery terms are purely indicative, and any delays in product delivery will not in any case result in any liability on the part of TEC-SIM. Force majeure, unforeseeable circumstances, and any exceptional events that may jeopardize the proper fulfillment of the order, such as delays in delivery by TEC-SIM’s suppliers, haulage and manufacturing disruptions, material and energy shortages, measures by government authorities, and import and export restrictions, will allow TEC-SIM to appropriately extend the delivery terms or, if fulfillment of the order is compromised or made impossible, to withdraw from the contract in whole or in part, without the customer being entitled to any compensation.
b) No charge or compensation will be claimed or recognized for the delayed or failed delivery of the goods and in any case the buyer waives it.
c) If the order includes the supply of multiple materials or equipment, the order may be fulfilled even partially, without the buyer being able to claim any compensation or damages of any kind, and TEC-SIM may demand payment according to the contractual terms for each individual delivery.
a) The buyer is required to insure, at his own expense, the material and equipment which are intended to be sold ex works before the goods leave the factory and therefore any inconvenience that may occur between loading and delivery will be at the sole risk of the buyer.
b) The buyer must declare the seller’s reservation of ownership to the Insurer, communicating the name of the Insurer to the latter.
c) TEC-SIM will have the right to collect directly from the Insurance Company the sums owed by the latter, up to the full amount of the price, and any additional costs still owed, without prejudice to the joint liability of the purchaser.
The performance, consumption, weight, etc. data and all the characteristics indicated in the catalogues, price lists, and offers are to be considered informative and not binding.
a) Ownership of the products will remain with TEC-SIM until the invoice is paid in full, even after delivery to the buyer. Suspension of payments entitles TEC-SIM to obtain the return of items sold and not yet paid for in full, with TEC-SIM retaining, as a penalty, any sums already collected, without prejudice to compensation for further damages.
b) The issue by the buyer of bills of exchange or other commercial instruments, the granting of renewals on the same, the possible granting of extensions under the agreed payment conditions, do not undermine the retention of title.
c) The Buyer undertakes, until the price of the supply has been paid in full, not to sell it, nor to pledge it, nor to transfer possession and use of it to third parties, nor to transfer it to a place or factory other than the one in which it was originally installed.
d) In the event that third parties seize or attach all or part of the goods, the buyer is required to oppose the seizure or attachment by declaring to the judicial officer, and having the matter recorded, that the material is the property of TEC-SIM. TEC-SIM must be informed of the incident within 24 hours by registered letter.
e) In the event of a claim, the buyer will be responsible for the related consequences, including all costs and legal fees.
f) The buyer will treat as secret and confidential and will not disclose to third parties the technical information or any other information obtained from TEC-SIM in performance of the provisions of this contract.
a) The guarantee of good materials will oblige TEC-SIM, for a period of 24 months from delivery, to supply free of charge, as quickly as possible, any parts deemed unusable due to material or manufacturing defects. This is provided that the parts deemed unusable are shipped by the buyer to TEC-SIM free of charge.
b) The warranty does not extend to parts and accessories not manufactured directly by TEC-SIM, nor to any motors supplied with the machine, for which the warranties given by the individual suppliers apply.
c) TEC-SIM’s liability will cease and the warranty will be voided if the supplies have been worked on, repaired, or modified by unauthorized personnel, or have otherwise been tampered with, or if they have not been installed, used, and operated according to TEC-SIM’s instructions. It will also cease if the supplied material has been subjected to excessive stress and has not been maintained with normal diligence and care, carefully inspected in all its parts, kept clean, and properly lubricated with suitable lubricants.
In any case, with reference to the previous art. 5 and the following art. 8, TEC-SIM can never be held responsible for damages resulting from the lack of work or interruption of work, or for injuries sustained by personnel operating the machines, and in any case the buyer waives this responsibility.
Until the date on which the seller has received payment of the full price of the products supplied, such products will remain the property of the seller.
a) Invoice payments must be made at TEC-SIM’s domicile and cannot be suspended or delayed, even in part, for any reason, title or complaint.
b) Transfers will be accepted for payment as long as they are not in protested names and are in any case acceptable to the banks.
a) In the event of non-payment within the agreed terms, TEC-SIM, without prejudice to the application of Article 10 of this contract, may take action to recover all equipment supplied, over which it has a retention of title agreement.
b) Any delay in payment, even partial, of invoices will result in the forfeiture of any discount and the immediate accrual of default interest at the ABI rate in force on that date, increased by 2%.
The amount agreed upon in the order must be understood to be “errors and omissions” excepted and is always net of collection costs, registration costs, retention of title costs, notary fees for payment to the Prefecture or to the Engineers’ or Architects’ Funds, VAT, taxes and duties, purchase of effects, which in their entirety remain the responsibility of the buyer.
This contract will be automatically terminated in accordance with the procedures set forth in art. 1456 of the Italian Civil Code if the buyer:
• suspends, in whole or in part, payment of any sum due to TEC-SIM in relation to supplies made to it;
• refuses, if requested, to provide TEC-SIM with personal or real guarantees.
• refuses to collect the goods supplied;
• discloses to third parties news and information relating to business relationships with TEC-SIM;
• is subject to insolvency proceedings, without exception, and if protests have been filed against it or enforcement proceedings are pending against movable property, real estate, or third parties;
• its financial guarantees protecting the satisfaction of TEC-SIM’s claims have been reduced;
• requests extensions of payment terms for supplies;
• has become untraceable;
• changes have occurred in its corporate structure if the buyer is a partnership or corporation;
In the event of termination of the contract, the buyer, in addition to paying TEC-SIM the full amount due, will also be required to fully compensate TEC-SIM for all damages suffered by the latter as a result of its breach of contract. TEC-SIM reserves the right to request performance.
a) All contracts with the seller shall be deemed to have been concluded in Italy.
b) Any disputes that may arise between the parties regarding the effectiveness, interpretation and application of this contract, or related to it, will be under the exclusive jurisdiction of the Court of Treviso.
_____
The buyer expressly accepts the provisions contained in the following clauses: 1) Validity and Right of Modification, 2) Delivery, 3) Insurance, 4) Technical Data, 5) Obligations of the Buyer, 6) Warranties and Responsibilities, 7) Damage, 9) Payment, 10) Failure to pay, 12) Termination, 13) Final Provisions.
