1. Supply item
1.1 This contract is understood to refer only to the goods described in the particular supply conditions, excluding any further goods, activities or services not expressly contemplated in the order.
1.2 The supply includes metal components and parts, molds for the production of plastic parts and molded and assembled plastic articles, whose characteristics of chemical composition and type of raw materials used, functionality and durability, control procedures and, in in general, each element connected to their conformation and their use, have been defined by the SUPPLIER or have been agreed by the SUPPLIER with the BUYER on the basis of their own needs, who declares that the products, as they are required, are suitable for use that he intends to make of it.
1.3 Unless specifically agreed, the design and construction of the products by the SUPPLIER follow the sector technical standards.
1.4 Any supplies of prototypes and experimental samples that may be required are excluded from this declaration.
1.5 In particular, the BUYER declares:
- to have previously given all the technical specifications to the SUPPLIER product details
- to have made an express request for the goods having the composition, the construction, functional and performance characteristics described;
- to have assessed and weighed the technical-construction characteristics of the goods and to have found and accepted them as perfectly compliant the use, and / or applied, to which he intends to allocate them.
2.1 The SUPPLIER reserves the right not to accept changes in the order already acquired, both quantitative and qualitative, that were requested by the PURCHASER.
2.2 The SUPPLIER, in the event of modifications of the contractual products imposed by regulatory, legal and / or technical interventions in the specific production sector, or by adaptation to the state of the art, both with reference to the performance and functional aspects, will not be required to apply them in the execution of the following contract.
2.3 In any case, if agreed changes to the order should be made, referring to the construction method of the components, however motivated, they will be preceded by the creation of a sample, which must be verified and tested by the BUYER, and only after its written approval, we will proceed to the realization and manufacture of the modified products.
2.4 In the event of a change in the order, the SUPPLIER reserves the right – in any case – to make changes to the prices and delivery terms originally foreseen.
2.5 In the event that the variations of the contractual conditions in relation to the changes made to the products are not accepted, the PURCHASER will remain obliged to collect the goods according to the characteristics and according to the original order.
3. Delivery time
3.1 The delivery time for products specified in the particular conditions must be understood as indicative, and in any case, a tolerance of 30 working days is granted on the delivery time.
3.2 The delivery date established in the Order is intended only for goods ready and returned at the SUPPLIER’s factory, unless otherwise agreed in the particular conditions of the suppliers.
3.3 The delivery deadline may be deferred due to accidental or major causes, or to fire or strikes or pandemics and any other causes not dependent on the SUPPLIER, for the time strictly necessary.
3.4 In any case, the BUYER will not be able to ask for penalties, discounts, price reductions or compensation for damages as a result of the delay.
4. Return of goods – delivery methods
4.1 The delivery of the goods is considered to have been made at the time of the SUPPLIER’s communication to the customer that the products are available at the SUPPLIER’s premises.
4.2 If the customer does not proceed with the collection within 30 days from the communication of availability of the goods, the SUPPLIER will have the right to automatically consider the sale resolved and to dispose of the goods for sale to third parties, or for any other use, and without prejudice the request for compensation, and with the right to withhold what has already been received by the BUYER, as a deposit on the greater damage resulting from the resolution.
4.3 If it does not intend to make use of this option, which – in the event – will be communicated in writing to the customer, the SUPPLIER, will charge the customer the deposit costs, quantified in a sum corresponding to the percentage of 0.1% of the total consideration, net of the goods, for each day of delay, for no more than 60 days (taking into account – possibly – the penalty also for the first ones referred to in the preceding paragraph), after which the order will be considered resolved due to the fault and fault of the BUYER, with consequent obligation to pay damages.
4.4 The return is understood to be made ex works of the SUPPLIER. Transportation carried out on behalf of the BUYER at his own risk and at his own expense.
4.5 If it is agreed that the transport costs are borne by the SUPPLIER, the risk of damage, loss and / or deterioration of the goods will be borne by the PURCHASER.
4.6 The packaging costs are borne by the BUYER.
4.7 The costs for extraordinary, fast or special quality shipments, and / or other expenses necessary for delivery times requested by the BUYER, will be the exclusive and integral charge of the same.
5. Prices and payments
5.1 The payment of the supplies must be made in the manner, with the deadlines and in the terms expressly specified in the particular contract conditions, always remaining at the BUYER’s risk, the transmission of the sums whatever the payment method chosen.
5.2 For no reason and no title, the PURCHASER may defer payments with respect to the agreed deadlines.
5.3 In the event of late payments, without prejudice to the right to terminate the contract for non-fulfillment, the SUPPLIER will charge the BUYER, who renounces any exception and dispute in this regard, and without any need to put in default, the interest calculated at the current official discount rate increased by 6 points.
5.4 The same rate will apply in the case of renewal of deferred payments.
5.5 Any disputes of the goods will not entitle the PURCHASER to defer or suspend payments and / or their non-execution.
5.6 The SUPPLIER will have the right to interrupt deliveries possibly spread over time, if delays have occurred in payments by the PURCHASER.
5.7 In no case can the sums due to the BUYER as consideration for the goods referred to in this order be compensated with other counter-credits, of any nature and for any reason claimed by the BUYER against the SUPPLIER, as they cannot be applied reductions, deductions or claimed counter-requests for payment with respect to the sums due under this order.
5.8 The invoice will be issued by the SUPPLIER in accordance with the law and will report, in addition to the conditions and terms of payment the description of the goods, and the order number.
6.1 The SUPPLIER guarantees the good construction and good quality of the goods for the work cycles envisaged by the project and undertakes to repair or replace free of charge the products that have been found to be unusable within this period, due to material defect or manufacturing defect : any guarantee for inadequate conservation or warehouse storage of the products is excluded.
6.2 The warranty period starts from the date of delivery of the goods, regardless of the date on which, subsequently, and if they will be incorporated and / or inserted in the finished products of the BUYER and / or third parties, or from the moment in which these goods will be placed. on the market.
6.3 The guarantee is limited to the pure and simple recovery of the defective product, and to its replacement, without adding costs and expenses, indemnities and / or reimbursements of any kind, not even for transport, labor, repairs, replacement of other damaged components and / or worn out.
6.4 The guarantee does not work if:
- 1. the defect is the consequence of bad and / or incorrect installation, maintenance and / or conservation;
- 2. treatments or tampering have been made that make the products not more conform to their original state or compromise their use;
- 3. the products have been installed in a finished or partially finished product, in relation to which the products supplied and the related technical specifications are not suitable in terms of functionality, durability, reliability and safety;
- 4. the technical, structural, qualitative and performance characteristics of the items supplied, also in terms of safety, are not compatible with those of other products, appliances, substances, with which they come into contact when incorporating into a finished product, or with environmental conditions, or use, which by their nature can alter or modify, to any extent, the characteristics of the goods supplied;
- 5. the defect is the consequence of a use that does not comply with the technical specifications of the products supplied, an incorrect, improper, irrational or negligent use of the products by the BUYER or by the end user of the product in which the products have been incorporated or inserted;
- 6. the defect has not been reported, to the SUPPLIER within 8 (eight) days from the discovery of the defect.
6.5 Without operating the warranty, assistance can be provided only by charging the BUYER the price of the replaced parts and labor costs, as well as those of transport, transfer of material and personnel.
6.6 The warranty is intended for the duration indicated above, regardless of the possibly different warranty term granted by the BUYER to third parties, and / or to the users of the finished product in which the goods have been incorporated or inserted.
6.7 The SUPPLIER reserves the right to adopt technical modifications of its products and individual components and / or to change the specifications of its products without assuming any obligation to apply these variations and modifications on products already sold and / or shipped to its PURCHASERS.
6.8 The sending of defective parts to the SUPPLIER is the responsibility of the PURCHASER, unless otherwise agreed in writing.
7. Disclaimer (Cesser clause)
7.1 The SUPPLIER declines all responsibility for damage to people, animals or things, as well as in cases where the warranty is not effective pursuant to the previous article for damage to people, things or animals if:
- a. the damage is caused by
- I negligence, carelessness, misuse and / or misuse by the party of the PURCHASER, and / or by the end user of the product in which the goods have been incorporated and / or inserted;
- II lack of or poor incorrect maintenance;
- III modifications or tampering with finished products;
- IV incidence of the presence of other products and / or substances and / or components that, in any way, could affect the functionality, durability, natural structural characteristics of the product subject of the supply;
- b. the defect that caused the damage did not exist at the time the SUPPLIER delivered the goods;
- c. the state of scientific and technical knowledge, at the time of delivery of the contractual products to the BUYER, did not yet allow the product to be considered defective;
- d. the products have not been used by personnel adequately informed and trained;
- e. the injured person, while aware of the danger that derives from it, voluntarily exposed himself to it;
- f. these are indirect damages of any kind (loss of production, losses of profit or sales, downtime, authority interventions, withdrawal from market, etc …).
7.2 In any case, the amount of compensation for any reason or cause, the SUPPLIER should be required to pay the BUYER and / or third parties, depending on the release of the final product, cannot exceed the limit of the total value of the goods relating to the order object of the dispute.
7.3 The same limit to compensation will be applied in the event that the SUPPLIER is called to retaliate and / or indemnify, and / or guarantee, and / or hold harmless the PURCHASER and / or third-party manufacturers of the finished products in which the goods have been incorporated and / or inserted, for damages caused to the end users of the products (people, animals or things), and also in the event that the injured should submit a direct claim for compensation against the SUPPLIER, with the right of recourse against the PURCHASER, for the difference in the greater compensation.
8. Privacy protection – confidentiality
The Supplier and the Buyer mutually guarantee compliance with the legislation on the processing of personal data, as governed by Regulation (EU) 2016/679 on the protection of personal data (GDPR); the personal data provided will be processed exclusively for the pursuit of contractual purposes.
8.2 The parties undertake to maintain the strictest confidentiality in relation to the constructive, application and commercial information of the BUYER’s products which they will become aware of according to this contract.
9. Know How and Confidential Information
9.1 Any eventual modification and / or integration of this contract will be valid only if agreed in writing
10. Trademarks and Other Intellectual Property Rights
10.1 All communications relating to the execution of the following contract will be valid only if made in writing, also by fax or by exchange of e-mail (in the latter case, to be found always by computer).
10.2 All communications must be made to the addresses indicated in the header, for the SUPPLIER, and in the indication of the BUYER, as regards the BUYER.
10.3 The parties undertake to promptly communicate any changes in company data, including bank details, and data necessary for accounting for the sale.
11. Disputes and jurisdiction
For any dispute that may arise for the application, interpretation, execution, termination of this contract, the exclusive jurisdiction will be that of Pordenone.