GENERAL SALES CONDITIONS
1 – SUBJECT OF THE PRESENT GENERAL CONDITIONS
1.1 – These terms and conditions govern all present and future contractual relations between Piotti Oleodinamica srl (Hereinafter referred to as Supplier) and its buyers for the supply of valves and components for hydraulics. These general conditions must be coordinated with any special conditions, which may be agreed in writing by the parties or inserted in the written Supplier order confirmation.
1.2 – Unless specifically approved in writing by the supplier, the general or special conditions that are reported or referred to by the Customer in his communications to the Supplier shall be deemed null and void.
2 – FORMATION OF THE CONTRACT
2.1 – The supply contract is finalized with the order confirmation of the Supplier accepting the order.
2.2 – However, if the conditions indicated in the order of the Customer differ from those of the written confirmation of the Supplier, the latter are valid as a new proposal and the contract is concluded when the Customer begins to execute or accept the products without express reservation written.
2.3- Failure to receive the order confirmation sent by the Supplier to the Customer within 3 (three) working days, implies a non-receipt of the purchase order from the Supplier, therefore it is advisable to carry out a verification with the Supplier.
2.4 – The order confirmation will be considered as fully accepted by the Customer, not receiving any objection within 3 (three) days from sending. Only then can the contract be considered concluded.
3 – OFFER AND ORDER
3.1- The offers have a validity of 30 (thirty) days from the formulation of the same. After this period, they will no longer be valid.
3.2- Offers from an agent or representative of the Supplier, are not to be considered binding and binding until they are confirmed and approved in writing by the Supplier.
3.3- The Customer’s order must include the complete codes of the Supplier, the number of pieces, the prices, the delivery dates requested accompanied by any indication of the courier agreement.
3.4- Any changes and / or additions to orders already confirmed must be subject to express written approval by the Supplier and may result in a lengthening of the previously ordered material to the delivery time.
3.5- The minimum order amount for orders from Italian territory is € 100.00, for abroad € 200.00.
4 – PRICES
4.1- The price refers to the price list in effect at the time of acceptance of the offer or of the issue of the order confirmation. The Supplier reserves the right to adjust the prices of the sale and therefore of the price lists in force, in the event of an increase in raw materials, the cost of labor or any other factor that determines a substantial increase in production costs.
4.2- The currency is expressed in Euro.
4.3- The prices indicated on the documents are to be considered ex-works (EXW-Incoterms 2010) unless otherwise agreed between the parties.
5 – TECHNICAL DATA, DRAWINGS, DOCUMENTS RELATING TO SUPPLY
5.1 – The data and illustrations resulting from the catalogs, prospectuses, circulars or other illustrative documents of the Supplier are indicative. These data are not binding unless explicitly mentioned as such in the order confirmation of the Supplier.
5.2 – The Supplier reserves the right to make changes to its products at any time that it considers convenient. If these characteristics should be substantial for the Customer, it is advisable to specifically request in writing that the required characteristics are ascertained by the supplier.
5.3 – If the Customer proposes changes to the products, so that they become mandatory to perform, there must be full written agreement between the parties on the changes that these changes should cause on prices and delivery periods previously established. Prices may also vary if the quantities ordered are reduced or a more prompt delivery is requested than previously agreed.
6 – EXCLUSIONS
6.1 – Unless otherwise agreed in writing, the design of the system, the installation of the supplied equipment, specific tests, manuals and training courses, start-up assistance and all services and charges not mentioned in the written confirmation of the system are not included in the supply. Supplier of acceptance of the order.
6.2 – Similarly, packaging costs, taxes, stamp duties, customs fees, duties and any other additional charges are not included in the prices unless otherwise indicated by the written confirmation of the Supplier accepting the order.
7 – DELIVERIES
7.1 – Unless otherwise agreed, the supplies are for goods delivered ex-works, without packaging.
7.2 – With the return of the materials to the customer or to the carrier, the Supplier gets rid of the obligation to deliver and all the risks on the materials themselves pass to the Customer even if the Supplier is in charge of the shipment or assembly in situ.
7.3 – Delivery terms are indicative and are calculated on working days.
7.4 – Unless otherwise agreed by the parties, they start to run from the moment of the conclusion of the contract, unless the Customer has to pay part of the price as an advance payment, because then the expiry of the terms is suspended until it has done so.
7.5 – Delivery terms are considered extended by right: 1) if the Customer does not provide the data or materials necessary for the supply in good time or requests variants in progress or, again, delays in responding to the request for approval of the drawings or executive plans; 2) if causes independent of the goodwill and diligence of the Supplier, including delays of subcontractors, prevent or make excessively burdensome delivery within the established terms.
7.6 – In the event that the Customer is not up-to-date with payments related to other supplies, the expiry of the terms is suspended and the Supplier may delay deliveries until the Customer has paid the sums due.
7.7 – Delivery terms are intended as established in favor of the Supplier; therefore, the Customer cannot refuse to take delivery of the products before the established date.
7.8 – Except as provided for in the subsequent art. 11, in the event of failure to take delivery of the products by the Customer due to the fact imputable to him or, in any case, for reasons beyond the control of the Supplier, the Customer shall bear the risks and costs for their custody.
7.9 – If the parties have agreed that, in case of delayed delivery, the Supplier is required to pay a sum as a penalty, the customer cannot ask for sums above the penalty as compensation for damages suffered as a result of the delay.
8 – TESTS AND ASSEMBLING
8.1 – Special tests, will be performed at the Customer’s expense in the factory indicated by the Supplier.
8.2 – All testing activities, to be carried out in contravention of the standard testing procedures of the supplier or of re-testing of products already sold, will be performed upon payment of the relative costs and compatibly with the availability of the necessary equipment.
9 – RETURNS AND COMPLAINTS
9.1 – In case of goods return, please refer to the conditions and procedure on the Supplier’s website www.piottioleodinamica.com in the “Returns and Claims” section.
9.2 – All returned goods must be expressly accepted and authorized by the Supplier. In the absence of authorization, the goods received will be rejected.
10 – PAYMENTS
10.1 – Unless otherwise agreed, payments must be made by the Customer within the terms provided in the written confirmation of acceptance of the order at the Supplier’s domicile or at the credit institution indicated by him: in case of delay the Customer will be held at payment of default interest, without prejudice to the right of the Supplier to claim compensation for the greater damage suffered and the termination of the contract pursuant to the following art. 13.
10.2 – Any payments made to agents or representatives of the Supplier, are not to be considered accepted and therefore are not intended to be made, therefore do not free the customer from his obligation until the sums are received by Piotti Oleodinamica S.r.l.
10.3 – Any complaints that may arise between the parties do not exempt the customer from the obligation to observe the conditions and terms of payment.
10.4 – Any extensions to the agreed terms must be expressly accepted by the Supplier. In this case, the seller has the right to apply conventional interests to the extent of T.U.R. increased by 3 (three) points.
10.5 – The currency for payments, unless otherwise agreed, must be in Euro.
10.6 – The customer will be required to pay the full payment even if there are exceptions, disputes or disputes that will be defined only after payment of the amount due.
11 – GUARANTEE
11.1 – The Supplier guarantees the conformity of supplied products, meaning that the products are free from defects in materials and / or workmanship and that they comply with the provisions of a specific contract accepted by the parties.
11.2 – The duration of the warranty is (12) twelve months starting from the delivery of the products and, for the replaced products or components, from the day of their replacement.
11.3 – Within this period the Supplier to which the Customer, no later than eight days after delivery for obvious defects and eight days from discovery for hidden ones, has reported in writing the existence of the defects he commits, at his choice – within a reasonable period regarding the entity of the challenge – to repair or replace the defective products or parts free of charge. The return of non-compliant goods must always be authorized by the Supplier in writing and must respect total integrity.
11.4 – Repairs or repairs are normally made by Exw: the costs and risks for the transport of defective products are charged to the Customer. However, if the Supplier, in agreement with the Customer, deems it more appropriate to carry out the work necessary for replacement or repair at the Customer, the latter will bear the travel and accommodation expenses of the technical staff made available by the Supplier and will provide all means and the auxiliary staff required to perform the operation as quickly and safely as possible.
11.5 – The warranty lapses whenever the products have been dismantled or repaired without the authorization of the Supplier. The Supplier is also not liable for defects in conformity of products due to normal wear of those parts which, by their nature, are subject to rapid and continuous wear.
11.6 – Any complaints must be provided in writing by filling out the appropriate form on the website www.piottioleodinamica.it in the section “Returns and Complaints” indicating in detail the defects or non-conformities found.
12 – SUPPLIER’S RESPONSIBILITY
12.1 – The Supplier is exclusively responsible for the proper functioning of components, equipment, supplied in relation to the characteristics and performances expressly indicated by him. However, he assumes no responsibility for any faulty operation of machines or systems made by the Customer or third parties with hydraulic or pneumatic components of the Supplier even if the individual hydraulic or pneumatic equipment has been mounted or connected according to suggested schemes or drawings. by the supplier.
12.2 – In any case, apart from the mandatory and mandatory assumptions provided for by the law in force regarding the supplier’s liability, and without prejudice to the provisions of art. 1229 cod. civil, the customer can not claim compensation for direct or indirect damages, lost profits or production losses, nor can he claim compensation in excess of the value of the goods supplied.
13 – PROPERTY RESERVE
13.1 – The Supplier retains ownership of the products supplied until full payment of the agreed price.
14 – EXPRESS RESOLUTIVE CLAUSE AND RESOLUTION CONDITION
14.1 – The supply contract will be terminated by right pursuant to art. 1456 c.c. as a result of the simple written declaration by the Supplier of wanting to make use of this express termination clause, if the Customer: 1) except or delay payments due; 2) delays or lacks to take delivery of the products in accordance with the provisions of the preceding art. 6; 3) does not comply with the confidentiality obligations established by art. 4.4.
14.2 – The contract will be considered terminated by right in the event that the customer is placed in liquidation or has been subject to any bankruptcy proceedings.
15 – CONVENTIONAL WITHDRAWAL
15.1 – In the event that the Customer decreases the guarantees he had given or does not provide the guarantees he had promised, the Supplier will have the right to withdraw from the contract.
16 – APPLICABLE LAW
16.1 – All supply contracts with foreign countries governed by these general conditions are governed by Italian law.
17 – JURISDICTION
17.1 – For any dispute concerning the execution, interpretation, validity, termination, termination of supply contracts between the parties where the action is promoted by the Customer, the Court of Varese is exclusively competent where, on the other hand, the action is promoted by the Supplier competent in addition to the Court of the Supplier itself every other court established by law.