In the following agreement, Maestrelli S.r.l. shall be referred to as the MANUFACTURER, whereas the Company shall be referred to as the BUYER.
The PRODUCTS are sold with clean on-board bills of lading as per the present edition of the 1980 Incoterms.
The BUYER shall assume all costs and expenses, as well as all risks, from the moment the forwarding agent takes delivery of the PRODUCTS. In any case, it is understood and agreed that the MANUFACTURER shall maintain the property right over the PRODUCTS, until the BUYER has paid for the PRODUCTS in full, regardless of the terms and conditions of shipment and delivery.
a)Payment of the PRODUCTS shall be effected in the way as established in the proforma invoice attached to these general sales conditions .
b) When a partial down-payment has been established and the BUYER should not fulfill his commitment to pay the total amount due for the PRODUCTS, the MANUFACTURER shall be under no obligation to reimburse such amounts already paid.
In any case the order is understood to be arrived at the moment when the bank of the MANUFACTURER will communicate to the same MANUFACTURER the receipt of the Letter of Credit or of the wire transfer, when a pre-payment is indicated.
a) The delivery period of the goods shall be indicatively the one shown in the proforma invoice attached to these general sales conditions and it starts from the acceptance of the present order by the MANUFACTURER.
b) The terms of delivery or shipment shall not be binding for the MANUFACTURER, as they are to be understood indicative.
c) No compensation shall be due for delays, if any, and in no event shall late delivery give the BUYER the right to rescind the agreement.
d) The MANUFACTURER can refuse to ship the goods, if upon the time of shipment the BUYER has failed to respect the conditions set forth under paragraph 2 concerning the payment of the goods.
Under his own responsibility and at his own expense, the BUYER shall provide in advance for the insurance in relation to PRODUCTS LIABILITY.
All assembly and installation expenses shall be at the BUYER’s charge.
The MANUFACTURER does not assume any liability for direct or indirect damages caused to persons or things following the use or breakdown of the machines sold and due to the equipments installed.
In particular, as far as third-party liability is concerned, even though such damages are caused by machine breakdown, the BUYER shall guarantee the stipulation of an adequate insurance policy. If he should fail to do so, then the BUYER shall assume any and all responsibility, including for damages exclusively due to manufacturing faults or improper use of the equipments.
MANUFACTURER guarantees a satisfactory operation of the PRODUCTS based on the international standards.
The tests valid to establish such satisfactory operation of the PRODUCTS shall be exclusively those carried out in the plant of MANUFACTURER’s and BUYER may be present, if he so requests.
MANUFACTURER guarantees that the contractual PRODUCTS are free of manufacturing faults and/or flaws for a period of TWELVE (12) months from delivery.
The guarantee is not extended to the electric equipment, ball bearings, gaskets and in general to components subject to fast wear because of their nature.
The guarantee is limited to the replacement free of charge of the part/parts which, at MANUFACTURER’s uncriticizable judgement, reveal/s material or manufacturing faults. In the event of a replacement, the same will occur ex MANUFACTURER’s works, the labour for dismantling and re-fitting for BUYER’s expense, excluding any compensation for direct and/or indirect damages and excluding moreover the possibility to demand the termination of the agreement because of faults, deformity, lack of quality and anything else, or the reduction of the price.
This guarantee is the only one given by MANUFACTURER and is in lieu of any other guarantee, explicit or implicit.
The guarantee is to be understood cancelled, if the contractual PRODUCTS are installed and/or serviced in a way not according to the instructions given by MANUFACTURER or if the PRODUCTS are modified without prior approval by MANUFACTURER.The same MANUFACTURER is not bound to any guarantee for possible errors in the identifications and/or markings placed on the PRODUCTS; if such errors occur, the BUYER shall not be entitled to any indemnification, and he may only require that such identifications and/or all markings to be replaced be sent to him.
If one of the parties should fail to fulfill the commitments he has undertaken, the performing party can state his objections to the other party by issuing a written declaration of said failure to perform and by requesting timely fulfillment within sixty (60) days.
If the non-performing party should fail to fulfill and/or rectify said non-performance within the time limit that has been established by the other party, the present agreement shall be considered terminated for all legal intents and purposes, with the exception of the right of the performing party to request from the other party compensation for damages suffered.
In any case, the MANUFACTURER may terminate said agreement by means of simple written notification in case of:
a) bankruptcy proceedings brought against the BUYER;
b) failure to effect timely payment of the PRODUCTS;
c) failure on the BUYER’s part to fulfill the obligations provided for under art. 6
This contract is governed by the Italian law.
The United Nations Vienna Convention for international sales contracts for the supply of goods shall not apply.
The Court of Bologna (Italy) shall have sole jurisdiction over any dispute that may arise in connection with this agreement, including but not in a limiting way the interpretation of same. Payment drafts, acceptance of payment, dispatch of goods effected on a C.O.D. basis or otherwise, and collection through agents, shall not be construed as a waiver of the jurisdiction as specified in this clause.
The MANUFACTURER, if cited for warranty and related to overlapping cases, may not derogate said jurisdiction.
These conditions replace any other agreement/contract that may have been reached by the parties prior to signing this document.
Therefore, all rights and obligations arising in connection with the supply of the PRODUCTS to the BUYER shall be governed solely by this agreement. Any amendment or annex to these conditions shall be valid only if stated in writing and signed by the parties.
If any of these conditions should be considered null and void due to judiciary decisions, said annulment shall not have any effect on the remaining conditions of the agreement, which will therefore be fully effective and binding for both parties.
The BUYER shall not assign to third parties, either fully or partially, any right and/or obligation arising from this agreement, without the MANUFACTURER’s prior written consent.
The only valid text of these conditions is that in Italian language.
These conditions have been prepared by the MANUFACTURER and he ensures that the English translation is true and accurate and that it faithfully includes everything contained in the Italian text.
Pursuant to Art. 1341 of the Civil Code the BUYER expressly approves the following clauses: