2024 SUPPLY GENERAL TERMS AND CONDITIONS
These general terms and conditions apply to every sale and supply of goods between:
Mixer Technology S.r.l., with registered office in Torri di Quartesolo (province of Vicenza, Italy) Via Dei Carabinieri no. 44/45, tax code and VAT no. 03725830248, in person of its legal representative Mr. Patrick Borel, building machinery company and exclusive distributor of the EUROMAIR brand for Italy, hereinafter called the Supplier and the company called the “Purchaser”. The Supplier and the Purchaser are collectively referred to as the “Parties”
Whereas
a. The Purchaser is an Italian-law company dealing with the wholesale of machinery, equipment, technical appliances, construction materials and goods sold in Italy and abroad (the “Products” or “Materials”), as per catalog and / or products that can be viewed on our website www.mixersrl.com, and which forms an integral part of the same (Appendix A);
b. The Purchaser is interested in buying the Products from the Supplier;
c. the Supplier shall supply the Products using its own efficient organisation, resources and personnel and confirms that it has adequate planning, production - related and organisational capabilities.
d. The relationship between the Parties shall be fully independent, both in economic and financial terms, and with this Agreement they intend to stipulate the conditions for the supply of the Materials only.
Therefore the Parties agree as follows.
1) Premises
The premises and the annexes are integral and essential parts of this agreement.
2) Conditions agreed between the Parties
2.1 These Terms and Conditions shall apply to and are integral parts of every order commissioned by the Purchaser and they will regulate the relationship between the Parties. The application of other agreements is expressly forbidden and any amendments to this Agreement must be settled in writing.
2.2 The Supplier’s offers and/or quotations aren’t binding. The information supplied in the catalogues, brochures and pricelists are non-binding and may be modified by the Supplier; for each purchase, reference should be made to the specific context of the purchase order and corresponding confirmation.
3) Object
The Supplier shall supply its products to the Purchaser who hereby agrees to buy them, under the terms and conditions of this Agreement, with the purpose of marketing them. Anyway, the Supplier will not be held liable or in default for late or non-delivery, except in cases of fraud or gross negligence.
4) Orders and order confirmations
4.1 The orders of the Purchaser shall indicate the number of the order, the exact description of the ordered goods and the product code, quantity, unit and total price, terms of payment, destination and any other instructions for the delivery. The Supplier shall not be held liable for non-delivery due to the incomplete or inaccurate compilation of the purchase order by the Purchaser. The Purchaser which is established in Italy shall indicate exactly its personal data as well as the “recipient code” for the purposes of subsequent electronic invoicing.
4.2 The order is deemed accepted from the Supplier when the Purchaser receives the Order Confirmation. The sale contract will be concluded when the Purchaser accepts the Order Confirmation or, in any case, after three days from the Order Confirmation sending, without any Purchaser’s communication of revocation, cancellation or termination.
5) Characteristics of products
5.1 In issuing the purchase order, the Purchaser acknowledges to have carefully analysed the technical, functional and aesthetic characteristics of the Products and to deem them suitable for the purpose they will be directly or indirectly used for.
5.2 With specific written approval from the Supplier, which shall be considered an essential condition, the sale of a Product may be preceded by a demonstration; in that case, only the Supplier operators shall be authorised to handle the equipment during the demonstration. The Purchaser will provide, at its own expenses, the resources and products useful for the demonstration (e.g. power, water, air, paints, coatings etc.). The Purchaser will take all the necessary precautions in order to guarantee the safety of personnel during the demonstration, and the Supplier may not be held liable for any injury to people and/or damage to property.
6) Delivery
6.1 Unless otherwise indicated, the delivery shall be Ex Works from the site in Torri di Quartesolo (province of Vicenza, Italy), Via dei Carabinieri n. 44/45. From the delivery to the Purchaser, to the courier or to the carrier and, in any case, from the moment the products are made available to the Purchaser, the risk of their loss shall be passed to the Purchaser.
6.2 Unless expressly agreed otherwise, the terms of delivery are provisional and non- binding.
6.3 Delays in delivery may not entitle the Purchaser to terminate the sale, or ask for compensation for damage and/or interest.
6.4 In case of missed withdrawal or in case of impossibility to deliver the Products not attributable to the Supplier, if the materials are stored in the Supplier’s premises, the Purchaser shall pay a penalty for delay, in addition to the value of the supplies, in an amount equal to 0.5% of the not delivered goods total value for each week of storage after the first 10 days; the Supplier will be entitled to keep the materials until the receivement of the payment of the penalty for delay; furthermore the order may be terminated due to fault of the Purchaser, pursuant to article 1456 civil code.
7) Communications
Orders, order confirmations, waybills and invoices will be exchanged as hardcopies (by fax) or by email. To the Purchaser which is established in the Italian territory, the invoices will be sent through the SDI system managed by the Inland Revenue.
8) Prices and terms of payment
Prices and terms of payments are indicated in the order confirmation and stated on each invoice. If the order confirmation provides for one or more payments prior to the delivery of products, non-payment of such advances on the agreed dates shall entitle the Supplier to suspend the delivery and/or any other activity, without prejudice to the Supplier’s right to compensation for damages.
9) Delayed payment or non-payment
9.1 The payment will be due entirely within the agreed terms even in case of delayed delivery or in case of damage or loss during transportation, not attributable to the Supplier.
9.2 In case of delayed payment, the Supplier may suspend every further delivery.
9.3 The non-payment of even a single invoice on its due date shall result that all the other outstanding invoices become immediately due and payable, pursuant to art. 1186 civil code, even if the invoices are related to different orders.
9.4 If the Purchaser is involved in insolvency procedure, also alert or assisted composition, has become insolvent or has, upon its own fault, reduced the guarantees given, or fails to provide the Supplier with the requested guarantees, the Supplier may demand payment immediately, regardless of whether the agreed payment period was in favour of the Purchaser, pursuant to art. 1186 civil code.
9.5 The non-payment or delay of payment for more than 8 working days, of even a single supply, shall lead to termination of the contract pursuant to art. 1456 civil code. In any case, all delayed payments shall be subject to default interest, charged in accordance with legislative decree 231/02, plus compensation for greater losses and any costs incurred by the Supplier.
10) Reservation of title
10.1 In case of instalments payment and/or deferred payment, until full and final settlement of the invoice, the Products supplied shall be considered property of the Supplier pursuant to art. 1523 civil code. The risks will be borne by the Purchaser since the delivery.
10.2 In case of delayed payment of a single instalment, the Supplier may demand the termination of the contract and any sum already collected by the Supplier shall be retained by the latter as an indemnity for the use of the Products, pursuant to art. 1526, co. 2 civil code. The supplier shall be entitled to take action for any cost incurred to recover possession of the products, and for any loss resulting from damage to the same.
11) Complaints and warranty
11.1 Any complaints regarding the quantity or integrity of the packages or products must be reported directly to the carrier at the time of delivery, by marking the waybill or delivery note with the words “provisionally accepted”.
11.2 Any defects in the Products delivered must be reported to the Supplier in writing, by registered post or certified email, within eight days from the date of delivery. The unverifiable defects at time of delivery must be reported to the Supplier in writing, by registered post or certified email, within eight days from the date of their discovery and, in any case, within one year from the date of the delivery.
11.3 Any difference in the quantity of goods delivered compared to the order shall not entitle the Purchaser to terminate the contract nor to suspend the payments, but only to the completion of the consignment with the missing goods.
11.4 The Purchaser shall not use any defective products.
11.5 The Supplier’s warranty is granted for 12 months from the date of delivery for Products in normal conditions of conservation, and after defects have been reported, in accordance with the procedure indicated in paragraph 11.2 above. The warranty only concerns the defects that make the products unsuitable for the use they’re intended for or the defects that appreciably decrease the value of the products.
11.6 The warranty shall not cover any defects or damage deriving from normal use, any accident not attributable to Supplier, any changes made by a person other than the Supplier, incorrect use, storage or treatment of the Products.
12) Return goods
12.1 Except in exceptional circumstanceswith prior written approval, the Supplier doesn’t accept return goods. Every return must be preceded by a written claim from the Purchaser and it must be previously authorized in written by the Supplier.
12.2 The shipping charges shall be covered by the Purchaser.
12.3 In case of return, the Supplier reserves the right to examine the return goods to verify the applicability of the warranty referred to the point 11); if the warranty isn’t applicable, the return goods will be returned to the Purchaser and the shipping charges shall be cover by the latter.
13) Assignment of contract
The Purchaser may not assign this Agreement or any individual supplies to any third party, without the written authorization of the Supplier.
14) Termination
14.1 Either Party may terminate this Agreement by giving three months’ advance notice in written by registered letter or certified email, without prejudice to the validity of this agreement for the already made orders.
14.2 The Supplier may withdraw, without notice, in the case of: commencement of actions or proceedings for the liquidation of the Supplier; - interruption or suspension of the Supplier’s production operations; - the Supplier is subjected to insolvency procedure; - the Supplier has declared in writing that it cannot meet its obligations according to the terms of the Agreement or of the individual orders.
15) Termination clause
Pursuant to art. 1456 civil code, the Supplier may withdraw from the contract with written notice in the event of: - failure to comply with the terms of delivery referred to the point 6.4 ; - non-payment or delayed payment referred to the point 9.5; - the commencement of the Purchaser liquidation proceedings; - interruption or suspension of the Purchaser’s production operations; - if the conditions referred to the point 9.4 occur; - in any case of serious breach of contract by the Purchaser.
16) Communications
All the communications between the Parties will be valid if they reach the stated addresses.
17) Governing law
For all matters not expressly agreed herein, this Agreement shall be governed by, and construed in accordance with, the law of Italy, with the express exclusion of the provisions of the 1980 Vienna Convention on the international sale of goods.
18) Jurisdiction
Except in cases where the jurisdiction of a different court is provided by law, the Parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Vicenza.
19) Privacy
The Supplier shall process the Purchaser’s data electronically and/or manually, in accordance with the principles of legality and fairness and in accordance with legislative decree 196/2003 and of the EU / 2016/679 regulation.
Personal data may be used directly by The Supplier or through trusted service providers (banks, credit institutions, insurance companies, administration and/or IT services providers, debt recovery agencies), in their capacity as data controller or data coordinator but only to comply with the legal obligations including fiscal and accounting obligations and the contractual obligations.
In consideration of the existence of electronic computer links or electronic correspondence with the above parties, the data may be transferred abroad.
Without prejudice to the right of the Purchaser to exercise the access right to personal data under art. 15 of the 2016/679 EU regulation and the rights provided for by articles 16, 17, 18, 21 of EU Regulation 2016/679 regarding rectification, cancellation, portability, limitation to treatment and the right to object, in the manner established by art. 12 of the 2016/679 EU Regulation.
Declaration pursuant to and for the purposes of art. 1341 of the Civil Code: the Purchaser declares to approve specifically the following conditions: 2.2) changes and variations; 3) object; 5.2) restricted liability during demonstration; 6) delivery; 9) delayed payment or non-payment; 10) reservation of title; 11) complaints and warranty; 12) return goods; 13) assignment of contract; 14) termination; 18) jurisdiction.