This document contains the terms and conditions (hereinafter "Terms") of the company Bi.Ci.Di. Srl, with registered office at Via dei Almond 38/40, St. Columban al Lambro, Italy (hereinafter for brevity referred to as "Seller").
1. Subject
1.1 The General Conditions set out below govern all relationships to be established between the seller and the buyer recipient of this offer, as indicated on the title page (hereinafter for brevity referred to as "Buyer"), relating to the sale of products better described offering the same (below and for brevity referred to as "Products").
1.2 Exemptions or changes to these Terms and Conditions will be effective only if expressly accepted by Seller in writing and will be valid only for sales they refer. Therefore, any provision contrary to or in addition to these Terms and Conditions, introduced in the order sent by the Buyer to the Seller will be void and of no effect, unless it is expressly accepted in writing by the Seller.
2.Perfezionamento and Conclusion of the Contract of Sale.
2.1 The order that the Buyer shall forward to Seller shall contain the acceptance of the above General Conditions and the special conditions contained in the offer of the Seller.
2.2 The contract of sale is concluded when the Buyer receives written confirmation of the order by the Seller. Such written confirmation may be sent via Internet, e-mail or fax. No order will be binding unless and until, will not be accepted by the Seller with written confirmation of order.
2.3 If the Seller, in formulating his tender, has fixed a time to be regarded as mandatory for acceptance, the sales contract is deemed concluded when the Buyer has agreed in writing, within that period, the offer.
2.4 Agents and brokers do not bind the Seller and all orders received by these agents and brokers are subject to written confirmation of order by the Seller.
2.5 Orders confirmed by the Seller may be canceled and / or modified in writing no later than the fortieth day before the date scheduled for delivery. If not, or if the seller can not cancel the order, in turn, of the materials necessary for the manufacture of the Products at its suppliers, the Seller shall have the right to deliver to the Buyer the Products ordered and demand payment .
3. Products
3.1 The information on the products contained in catalogs, price lists, brochures or similar documents are indicative and not binding on the Seller if they are not expressly mentioned in the contract of sale.
3.2 The Seller reserves the right at any time make changes to the products that may be necessary or appropriate, without altering their basic characteristics.
4. Retention of Title
The parties expressly agree that the sale is made subject to the Products property in favor of the Seller and, therefore, the Buyer will buy the property only upon full payment of the agreed total price, in addition to the charges, but it assumes the risks at the time of delivery as per art. 1523 of the Italian Civil Code. If required, the Purchaser is obligated to cooperate with the Seller in the fulfillment of the formalities necessary to give effect to this right of private domain in your country.
5. Prices
5.1 The sales prices in Euro are calculated "Ex Works" ("Ex Works") and may also include other fees and costs (eg. Transport costs), if included in the invoice, unless otherwise provided by the Seller in the order confirmation).
5.2. From the moment the buyer receives the order confirmation, sales prices can not be modified by the Seller.
5.3 The Seller reserves the right to modify at any time the price of products with the changing costs of raw materials, labor, and / or other cost components associated with the production process put in place by the same. The changes do not apply to orders already confirmed by the Seller.
6. Terms of Payment.
6.1 The terms of payment are set out, from time to time, made in the Seller to the Buyer for the individual sales contract.
6.2 Unless otherwise agreed, all payments must be made with the Seller, the headquarters of the latter, or at the bank indicated by the same, except for those made to a debt collector duly authorized, equipped with a mandate authorizing it to collect any amount due on behalf of the Seller.
6.3 In case of failure to pay any portion of the sale price to one of the established deadlines, the Seller reserves the right to charge to the Buyer, without the need of formal notice, the interest in an amount equal to the interest rate of the main refinancing facility of the European Central Bank, increased by seven percentage points, in accordance with article 4 of Legislative Decree n. 231 of 9 October 2002, in implementation of Directive 35/2000/CE, without prejudice to any other remedy provided by applicable law in favor of the Seller, including the right not to process any back orders (back orders) or new, until payment has been made the amounts due. The incomplete or non-payment within a period of fourteen (14) days before the deadline, gives the Seller the right to suspend deliveries and to immediately terminate the contract of sale, subject to the right to seek compensation for damages, including - without limitation - the reimbursement of legal costs associated with any legal actions intended to assert the failure of the Buyer.
7. Delivery of Products.
7.1 Unless otherwise agreed, the delivery of products to the Buyer is "Ex Works" ("Ex Works") at the Seller's premises.
7.2 The delivery period quoted by the Seller or agreed between the parties shall be determined in favor of the Seller and are approximate, so any delays will not give rise to any claim for damages or to cancel the order of the Buyer. Any penalty clauses for late delivery will have no effect against the Seller. The above deadlines are exceeded in any case the occurrence of force majeure for which is provided in Article .10.
7.3 If the Buyer requires the Seller to instruct the collection and transport of a carrier or forwarder, must do so in writing and, if the seller agrees, the carrier or freight forwarder shall be considered as directly instructed by the Buyer with the risks and expenses payable.
7.4 From the time of delivery of the Products to the first carrier, irrespective of the period has been agreed, as well as in the event that the Buyer delays in withdrawing the products placed at his disposal by the Seller, all risks relating to the Products are transferred to the Buyer, on which are also responsible for costs of storage, insurance and housing or whatever, including the costs of installation, connection, mounting.
8. Warranty.
8.1 The Seller warrants that the Products sold have the qualities essential to the use to which they are
intended and are in compliance with Italian law and the rules of the applicable EC.
8.2 Each and every adjustment of products with local laws of the country in which the Products are intended to take place through specific requests by the Buyer and will be subject to approval of the Seller, as the seller provides all the guarantees in accordance with the law of its country as already specified in Article 8.1.
8.3 The Seller is under warranty for any defects of the Products in accordance with applicable law. The guarantee is given for the exclusive benefit of the Purchaser, and can not be extended to a subsequent purchaser, or to any third party.
8.4 The report of the defects identified at the time of delivery by a diligent control (such as packing defects, quantity and appearance of the goods) and defects that are not ascertainable at the time the merchandise is received through a careful inspection must be carried out, under penalty of forfeiture of any claim and / or action, in writing, within seven (7) days, respectively from the date of receipt of the goods and the date of ratification discovery. Any complaint of defects must precisely specify the defect and the products to which it relates. After the successful timely notice of defects, defective material, with permission, must be delivered by the Buyer at the Seller's premises for the necessary controls. The product must be returned in its original condition with its packaging and with correct tax return note.
8.5 The Seller shall, at its sole discretion, may replace the defective Product or rifonderne the selling price to the Buyer. The replacement of the defective Product will be Ex Works Seller's premises. And 'exclusion of any other right or remedy in favor of the Buyer.
8.6 The guarantee does not apply if the Buyer is not in good standing with the payments, if you used the products incorrectly, as well as in all cases of damage arising from fault or negligence of the Buyer or third parties.
8.7 E 'also expressly excluded any right of the Buyer to withhold or delay payments in case of complaints, as well as to operate autonomously price reductions and / or compensation between the amounts due by the Buyer to the price of the same products and sums that the latter considers payable to him for any reason.
8.8 The Seller does not guarantee the suitability of its product to third-party products or accessories, other than in the absence of agreement, and in any case, if that installation was without the Purchaser having performed tests on which the Seller has expressed favorable opinion, aimed to verify the actual compatibility. In the event that the Seller has an unfavorable opinion, the Buyer must necessarily require a sampling of the products in order to verify the compatibility of the same with their own machines. In any case, the Seller shall not be held liable for any defects, defects or malfunctions caused by the installation of its products on machinery of the Purchaser and / or third parties.
8.9 The guarantee granted under this Article shall replace all other forms any warranty, express or implied, whether provided by law or commercial practice including, without limitation, any warranties of merchantability or fitness for a particular purpose, by construed expressly excluded. E 'therefore expressly excluded any liability of the Seller, contract and / or tort, for any direct or indirect damages resulting from the Products supplied, subject only cases of willful misconduct or gross negligence.
9. Force Majeure.
In any case, the Seller shall not be liable to the Buyer for breach of any contractual obligation, if performance is rendered impossible or excessively costly due to unforeseeable events not attributable to it. Among these events are to be considered including, but not limited to, the following: fire, flood, earthquakes, explosions, accidents, wars, riots, insurrection, sabotage, epidemics, quarantine restrictions, strikes, lack of manpower , blocks of transport, lack of energy, lack of raw materials, machinery for the production of the Products or other supplies, natural disasters and acts of any public authority, including foreign nationals.
10. Distinguishing Marks of Products.
10.1 The Buyer undertakes not to delete or remove the marks, labels and other distinctive marks or identification affixed to the products.
10.2 The Purchaser agrees and acknowledges that the trademarks, labels and any further trade mark or logo affixed to the Products, are the exclusive property of the Seller, as well as any patent, know-how and industrial property rights and intellectual property in the Products exclusively to the Seller.
11. Termination of the contract of sale.
The Seller has the right to immediately terminate the contract of sale concluded on the basis of these General Conditions, as well as in the cases expressly provided for in these Terms and the applicable law, if any intervening change in economic conditions of the Buyer that affects their ability to meet the its obligations or in the event that the Buyer is placed, by way of example, in liquidation, is subject to bankruptcy or other insolvency proceedings. In this case, the Seller shall be entitled to ask for full payment in a lump sum for any amounts owed by the Buyer.
12. Autonomy.
If any provision of these Terms is held invalid, such invalidity shall not affect the validity of the remaining provisions will continue in full force.
13. Incoterms
The use of the term "Ex Works" (ex works) in these General Conditions, as well as any such other period has been agreed between the Seller and the Buyer shall be interpreted in accordance with the ICC INCOTERMS in force at the date of conclusion of the contract sale.
14. Applicable Law.
These Terms and Conditions, as well as any sales contract with them shall be governed by the United Nations Convention on the International Sale of Goods (Vienna, 1980) and, for matters not covered by it, by Italian law.
15. Jurisdiction and venue.
15.1 For any and all disputes arising out of these Terms and Conditions and contracts of sale concluded on the basis of the same jurisdiction will be that Italian and expertise will belong exclusively to the Court of Milan.
In derogation from Article 15.2 .15.1 expressed, it is expressly agreed by the Seller may, as an alternative to the above and in its sole discretion, to summon the Buyer before the competent court at the place of business of the latter.
16. Contribution and processing of personal data.
Personal data of the Buyer is collected for the purpose of registering the same and provide him with the procedures for the execution of contracts of sale concluded in accordance with these General Conditions and the necessary communications. These data are processed electronically in compliance with laws and can be produced only at the request of a judicial or other authority authorized by law. Personal data will be disclosed to third parties who carry out activities necessary for the execution of contracts and used exclusively for that purpose. The party enjoys the rights under article 23 D.Lgs.196/2003.
17. Final Provisions
These Terms and Conditions are written in Italian. That version is the only binding and must be regarded as predominant. The English text is considered translation done as a courtesy.
