GENERAL CONDITIONS OF SALE
In these standard conditions of sale (General Sale Conditions) Seller means Automatic Lamination Technologies), Buyer means the purchaser of the Products as indicated in the relevant sale invoice, Products means spare parts, equipment described on the invoice and Destination means the country where the Products shall be delivered by the Seller.
2. ORDERS AND FINALISATION OF AGREEMENT
(A)Any Agreement for the sale of Products between the parties shall be deemed in force upon the receipt by the Buyer of an acknowledgement of order by the Seller. Any offer or quote (in any form) relating to the Products given by the Seller to Buyer is subject to these General Conditions.
(B)These General Conditions (along with additional specific conditions indicated in the sales contract) are the only conditions applicable to the sale of Products and, without prejudice to the application of mandatory provisions of Italian law, shall be applied to the exclusion of any other expressed or implied conditions.
(C)These General Conditions, (along with additional specific conditions indicated in the sales contract), constitute the entire understanding between the parties in relation to the sale of Products and supersede any prior promises, representations or undertakings between the Parties. The General Conditions can be derogated or amended only with the written agreement between the Seller and the Buyer.
3. PRICE VARIATIONS
(A) Seller reserves the right, by a simple written notice to the Buyer given at any time before the receipt by the Buyer of the Acknowledgement of Order, to change the sale price of Products (Sale Price to take into account any increases in the cost of raw materials, manufacture, packaging, transport or labour costs.
(B) At the end of each calendar month, the price of the Products shall be automatically adjusted in accordance with the evolution (increase or decrease) of one or more indexes related to raw materials and energy costs. Should the Acknowledgement of Order and the invoice be issued in different calendar months, the Purchase Price of the Products shall take into consideration this (or these) automatic monthly adjustment(s).
(A) Unless Seller agrees otherwise, full payment of the Sale Price is due by the 20th (twentieth) day of the month following the month in which Buyer is invoiced.
(B) All payments shall be made in accordance with the terms and conditions set out under this Agreement. In the event of any delay in payment of invoices the Buyer shall accrue interests for late payment, without need of placing in default the Buyer, at the rate of 7 percentage points above the interest rate applied by the European Central Bank to its most recent refinancing transaction.
(C) Without prejudice to the clause above, if payment is not made in accordance with the terms of the General Conditions, the Seller will be entitled to suspend delivery of any Products ordered by the Buyer until arrangements for payment of the amounts owed by the Buyer have been agreed.
(D) If payment is not made by the Buyer in accordance with the terms of the General Conditions, the Seller will have the right to obtain from the Buyer the reimbursement of all costs it incurs for the recovery of the overdue amounts (including any legal fees and judicial expenses).
(A) Unless otherwise agreed, delivery of the Products shall be to the Buyers premises.
(B) Stated delivery terms are estimates only and Seller shall not be liable for any loss or damage suffered by Buyer should such delivery terms differ.
6. RETENTION OF OWNERSHIP AND RISK
(A) Risks connected to the Products shall pass to the Buyer on their delivery to the Buyer or, if earlier, when they are placed at Buyer disposal.
(B) Notwithstanding delivery, Products sold hereunder remain the absolute property of Seller until the latter has received the full payment from the Buyer of the entire Sale Price. In case of equipment sales, to protect this property and recognize the benefit of the Seller, the Buyer is informed and aware that the equipment is delivered with an automated countdown of minimum 30 days/max. 90 days. After this period, the equipment will be blocked and the Buyer will be invited to enter a key that will be issued by the Seller, provided that the Seller received Buyer’s payment and technical approval on the agreed date. The Buyer is invited to anticipate this in order to prevent any delays that may arise from this situation. Final validation software unlimited will be released at receipt of full payment of the Purchase price, only.
(C) Buyer acknowledges and accepts that until payment of the Sale Price has been made in full it shall be in possession of Products solely as bailee for Seller and shall store Products separately from other products it may have and which may be readily identifiable by Seller.
(D) In the circumstances where Products are delivered to a specific address indicated by Buyer, Seller shall be entitled – at any time before the resale of Products and after giving timely notice to Buyer of its intention to do so to access where the such Products were delivered to take possession of any Products which it still owns. The Buyer undertakes to do what is necessary to ensure the Seller exercise of such right.
(E)The provisions of this clause cannot be construed as conferring the right of Buyer to return Products or to refuse, delay or suspend payment thereof, unless otherwise agreed between the parties.
(A) If the quantity of Products delivered to the Buyer is less than the quantity ordered by the latter, Buyer shall be entitled only, to obtain:
(1) additional quantity of Products; or
(2) a reduction in the Sale Price.
(B)If the quantity of Products delivered to the Buyer exceeds the quantity ordered by the latter, Buyer shall be entitled only to:
(1)return the excess quantity of Products delivered; or
(2)retain the entire quantity of Products delivered and pay in full the Sale Price.
(C)It is in any case agreed that any delivery of Products that differs from the quantity ordered (whether in excess or less) shall not give the Buyer the right to refuse the supply of Products and that any return of the Products shall be anyway previously agreed pursuant to clause 8.
8. RETURN OF PRODUCTS
In no circumstances shall any Products be returned to Seller without Sellers prior written consent.
9. INTELLECTUAL PROPERTY RIGHTS
(A) With regards to intellectual property, Seller warrants only that the delivery and use of Products shall not infringe any existing patent, registered design or model, copyright, trademark or a third party’s company industrial secret, in the Territory at the date of the delivery of the Products (Property Rights The warranty shall not apply and, therefore the Buyer shall not be entitled to receive damages, in the event even one of the following cases occurs:
(1 ) the Seller has adopted and followed, for the supply of Products, specific instructions given by the Buyer which have lead to an infringement of the Intellectual Property Rights;
(2) an infringement of the Intellectual Property Rights occurs through the use of Products with means or purposes and in locations not previously specified or otherwise communicated in writing to Seller;
(3) the Buyer has not timely informed the Seller in writing of any claim being made or action (threatened or brought against) the Buyer in relation to the Intellectual Property Rights;
(4) the Buyer, although complying with the provisions set forth under clause (A)(3) above has not permitted Seller, at the latter’s expense, to manage litigation or participate in any settlements.
(B) Buyer warrants that any indication or specific instruction regarding the supply of Products it provides to the Seller shall not cause Seller to infringe any Intellectual Property Rights of third parties, and hereby undertakes, if any such right is infringed, to indemnify Seller for any damage and costs deriving from that infringement.
10. FORCE MAJEURE
Seller shall not be held liable for any loss or damage caused by delay in the performance or failure to perform any of its obligations pursuant to this Agreement if and to the extent that such delay or failure is caused by an event that is beyond its control including but not limited to war, civil disturbance, order or prohibition imposed by law or public authorities, import or export regulations, strikes or trade dispute (whether involving its own employees or those of other companies), difficulties in obtaining workers or materials, breakdown of equipment, fire or accident. Should any such event occur Seller may terminate this Agreement or suspend its performance of its obligations thereunder without incurring any liability for any loss or damage thereby occasioned.
The Sale Price and all other sums due to Seller hereunder are subject to the application of Value Added Tax (or any new tax hereinafter levied on the sale, production or transportation of Products other than a tax on a profit of the Seller) at the rate which is applicable from time to time.
This Agreement may be assigned by the Buyer only with the prior written consent of Seller.
13. GOVERNING LAW – JURISDICTION
This Agreement is governed by and construed in accordance with Italian law. Any dispute howsoever connected with this Agreement shall be submitted to the exclusive jurisdiction of the Court of Milan.
16. MISCELLANEOUS(A)The Hague Convention of 1 July 1964 on Uniform Law on International Sales shall not apply to the General Conditions.
(B)Any terms used in the General Conditions which are defined in Incoterms shall bear the meaning given to them in the current edition of said Incoterms.
(C) Buyer shall reimburse Seller for any costs incurred for the carriage, freight and insurance and other charges to the extent that any such costs are not included in the Sale Price of Products.