l) SUBJECT OF THE SALE.
The sale regards only what has been accepted by TECN.AS.S. sas, VENDOR", Measures, weights and technical data are always only indicativeand therefore not binding far the VENDOR.
The order proposal of "TECN.AS.S”, products, including also the machines for producing them (called altogether PRODUCTS), to be made by the BUYER in writing is irrevocable for the BUYER. The VENDOR is free to accept or refuse this order. The order confirmation of the VENDOR will determine the acceptance of the BUYER's order. In case of BUYER'S cancellation of the order after the confirmation of the VENDOR, the latter has the right to retain possible payments in advance or on account as a penalty.
3) SET OF RULES.
The contractual relation deriving from the execution of the orders is regulated only by the present general conditions and by the special ones agreed in writing, which the BUYER declares to know and to accept fully, giving up any other possible general or special sale condition.
The PRODUCTS, if not otherwise drawn up, are always transported on behalf of the BUYER, and at his own risk; falling specific agreements regardingthe forwarding, the VENDOR will use the means of conveyance that he will consider most suitable. Responsibility for any possible delay cannot be taken. The deliveries are always free of any customs duty.
5) PRICES AND TERMS OF PAYMENT.
Unless otherwise agreed, prices are to be considered on an Ex-Works VENDOR basis (Incoterms 1990 and successive modifications), packaging, taxes and duties excluded. Agreed prices are to be considered referred to the present general conditions, of which are a part. Payment conditions and ways (also for partial deliveries) will be those from time to time confirmed in writing by the VENDOR in this order confirmations. All payments must be made directly to the VENDOR at this head office. The ownership of the products belongs to the VENDOR until the due price is completely paid. The payment of the price or of the instalments at maturity cannot be postponed for any reason.
6) TERMS AND MODALITIES OF ACCEPTANCE AND DELIVERY.
f not otherwise agreed in writing with the VENDOR, PRODUCTS will be delivered by the delivery date indicated in the order confirmation. In any case, the delivery terms of the PRODUCTS are only indicative, and not binding for the VENDOR. Any different written agreement excepted, the PRODUCTS assurance will be on the BUYER, and will cover their forwarding and transportation door to door, comprising the loading at the VENDOR's factory, and the discharging at the BUYER's facility. The BUYER must accept and collect the delivered PRODUCTS also in case of delay. The VENDOR cannot be held responsible for non-acceptance of an order, or far non-delivery or delay in delivering the PRODUCTS, due for instance to acts of god, fortuitos events and justified reasons, and to circumstances such as strikes, riots, lack of raw materials or semi-finished products, plant breakdown, etc.
7) PRODUCER RESPONSIBILITY.
Being stated what is provided for by the Italian law, the VENDOR cannot in any case be responsible towards the BUYER far ether direct or indirect damages, or consequent production losses or non-profits, substitution of PRODUCTS excepted.
8) BUYERS COMPLAINTS.
When the BUYER receives the PRODUCTS, he undertakes to check them with promptness, and to notify in writing within 8 (eight) days from receiving the PRODUCTS the lack or the damage of parts that had to be intact when delivered. The VENDOR will promptly check the complaint, and will inform the BUYER as to this conclusions, and, in case of validity of the complaint, he will send the lacking or damaged parts to the BUYER, being stated that the VENDOR will not be responsible for the possible damages caused to the PRODUCTS during the transport. In case of non-complaint from the BUYER within the above-mentioned term of 8 days from receiving the PRODUCTS, the VENDOR will be free from any responsibility for the lack or the damage of the parts delivered. As regards the restitution to the VENDOR of the possible exceeding parts or accessories, the BUYER will follow the instructions given, from the VENDOR.
The VENDOR guarantees the proper working of the PRODUCTS for a period of 6 (six) months since the date of delivery, with exception of the PRODUCTS upon which a specific agreement has been drawn up. During this guarantee period, the BUYER will have the right to the necessary repair or to the free substitution of components which, in unquestionable VENDOR's opinion, will be recognized defective; the BUYER has not the right to ask for the cancellation of the contract and/or for the compensation of damages. The repair and/or substitution of parts carried out during the guarantee period do not cause any extension or renewal of it, beyond the originally agreed date. The VENDOR, in any case, is not responsible for direct, undirect or consequential damages suffered from the BUYER or a third persons, depending from the use or the non-use of the PRODUCTS under warranty.
10) ENFORCEABLE LAW.
All the contracts of sale between the parties, as well as the present general conditions, are regulated only by the Italian law, and interpreted in pursuance of it.
11) PLACE OF JURISDICTION.
Far any litigation, deriving from the interpretation and/or performance of the contracts and/or from the present general conditions, the parties expressly agree that the only and exclusive place of jurisdiction is Rovigo. However, the VENDOR has the right to proceed in the BUYER's place of jurisdiction.