Terms of sale for Salcavi Industrie SpA cables and connnectors

DEFINITIONS
To the scope of these general terms and conditions of sale, the following words shall have the following meaning:
- “Supplier” shall mean, as the case may be, Salcavi spa, Salcavi Technic spa or Roplast srl (as will be indicated in the Order Confirmation) and indicates the supplier of the Product.
- “Client” indicates any physical and juridical person who purchases the Product.
- “Party” and “Parties” indicate and mean, singularly the Client or the Supplier and jointly the Client and the Supplier.
- “Product” and “Products” indicate and mean the goods supplied and sold from the Supplier to the Client.
- “Offer” indicates the commercial proposal sent by the Supplier, which contains the Price, the type of Product, the validity of the Price and the summary of other sale conditions such as delivery and payment terms.
- “Price” indicates the Price of the Products.
- “Order” indicates the Client’s purchase request of Products, sent to the Supplier.
- “Order Confirmation” indicates the Supplier’s written acceptance of the Order which is received by the Client.
- “Contract” means each supply agreement of Products entered into between the Supplier and the Client.
- “Distinctive Signs”: indicate any trademarks, trade names, brand, company names and logos belonging to the Supplier,
- “General Terms and Conditions of Sale” indicate this document.
VALIDITY
1. This document, also were not expressly recalled, will rule any supply of Products from the Supplier to the Client.
2. These General Terms and Conditions of Sale supersedes any prior understanding and agreement, either written or verbal, between the Parties.ù
3. The conditions indicated in the Order Confirmation sent by the Supplier form an integral and substantial part of these General Terms and Conditions of Sale.
4. The invalidity of one provision of these General Terms and Conditions of Sale shall not affect the validity of the other provisions of these General Terms and Conditions of Sale.
OFFER / PRICES
1. The Offer sent by the Supplier following the Client’s request shall not be binding for the Supplier, who can revoke the same, at any moment and at its discretion, until the Contract is in force according to point 4.2 that follows.
2. The Price shall be intended VAT excluded; it shall not include transport costs, customs duties – if any – and local taxes that shall be borne entirely by the Client.
3. During the period between the Offer and the Order Confirmation the Supplier shall be entitled to modify the Price due to the variation of raw materials’ cost used for the realisation of the Products. The Price shall not be modified after the issuance of the Order Confirmation.
4. The Price includes the costs for the tests provided by the Supplier’s standard procedures. Any other additional tests required by the Client shall be borne by the latter and debited separately.
ORDERS / ORDER CONFIRMATIONS
1. The Client will ask for the supply of the Products by an Order that shall be sent by fax or by e-mail to the Supplier’s address or to the address of the Supplier’s representative Agent or by the transmission of the Supplier’s Offer, duly signed by the Client for acceptance and with the Client’s stamp.
2. Orders shall be deemed accepted and binding for the Supplier exclusively upon receipt by the Client of the Order Confirmation; this provision shall apply also in case of acceptance of the Offer.
3. The Supplier will send to the Client the Order Confirmation that shall also represent the moment in which the Contract becomes valid and effective. In case of difference between the content of the Offer and the content of the Order Confirmation, should the client not contest the Order Confirmation within 3 (three) days from the relevant receipt, the Order Confirmation shall be deemed accepted and the Contract validly entered into.
MODIFICATION OR CANCELLATION OF ORDERS
The Client shall be entitled to ask for modifications of the Order within ten working days before the date provided for the delivery of the Products. Total or partial cancellation of the Orders shall be previously authorized in writing by the Supplier, at its sole discretion and only if such cancellation does not implies any additional costs. In any case, any request of modification received from the Client will be subject to the Supplier’s discretional evaluation; in case of acceptance of said request, the Supplier will send to the Client a new Order Confirmation.
PRODUCTS’ CHARACTERISTICS
1. The Supplier warrants that the Products conform to the characteristics or to the technical specifications indicated in the technical data sheet sent by the Supplier or contained in the Order Confirmation.
2. The Client acknowledges that the Products, on the basis of the technical information received, are suitable to satisfy its needs, that means that no contestation shall be raised by the Client to this regard.
3. It is specified that the technical information and the data indicated in the catalogues, web site and in the advertising material will be binding only if they will be expressly quoted in the Offer or in the Order Confirmation.
4. The Supplier shall have the right, at any moment, to bring not essential improvements and/or changes to the Products compared to what indicated in the technical specifications; the Supplier will be not held liable for such improvements and/or changes.
DELIVERY TERMS
1. The Supplier will do its best to deliver the Products according to the term indicated in the Order Confirmation. If the Supplier, for any reasons which are beyond its control, will not be able to respect the delivery term, it will inform the Client in writing communicating, if possible, the new delivery date.
2. If the delay amounts to more than 8 weeks, the Client shall have the right to terminate the Contract, with reference to the delayed Products, by way of written notice.
3. In any case, the Supplier will not be held liable for any losses or damages of any kind that may derive, directly or indirectly, from delays in delivery and/or non-delivery within the agreed term, unless differently agreed in writing between the Parties.
4. The delivery term will be “EX WORKS TALAMELLO” (Incoterms ® 2010), unless differently agreed in writing between the Parties.
5. In case of delivery made by way of derogation from the term provided by preceding point 7.4, that means that the transportation is made by the Supplier or by a courier appointed by the Supplier, the Client shall check the Products at the moment of their delivery. Any damaged Product and/or any quantity deficiency shall be immediately reported in writing on the transport document; failing said written report, further claim regarding damaged Products and/or quantity deficiency will not be accepted. It is also agreed that the Supplier shall not be held liable for any losses or damages caused by the negligence of third parties or in case of loss and/or theft of the Products.
6. In case the Client does not pick up the Products within 15 days from the delivery date, the Supplier will be entitled to issue the invoice referred to the ordered and not picked-up Products and to obtain the relevant payment according to the terms indicated in the Order Confirmation. The quantity of the ordered Products shall be in compliance with the Order Confirmation, without prejudice to the customary tolerances, hereby agreed to be ± 5% (five percent).
7. The Supplier reserves the right to refuse the delivery of the ordered Products if the Client is registered in the protests register (Registro Protesti) or in case bankruptcy or any other similar insolvency procedure affect the Client. The Supplier shall also have the right to suspend the delivery of Products in case the Client does not fulfil its obligation to pay the Price of any supply of Products.
8. Should the Supplier have a reasonable doubt that the Client will not pay the Price of the Products according to the agreed terms, the Supplier shall have the right to ask the Client appropriate guarantee before delivering the Products (as, for example, personal or bank warranties, pledges or mortgages, etc.)
RETENTION OF TITLE
1. The Supplier shall retain all and any title on, and ownership of, the Products until the integral and whole payment of the Price by the Client.
2. The retention of title herein provided does not affect the transfer of risks provided for by art. 1523 of the Italian Civil Code.
3. The payment will be considered as made in full when the Client will have paid, together with the Price of the Products, the interests and any other amount due by the Client according to the General Terms and Conditions of Sale or to the Contract.
PACKAGES (if applicable)
1. Unless differently agreed upon in writing, reels will be debited in the invoice. If the Client wants to return them, upon having obtained the Supplier’s written authorization, it shall issue the appropriate sale document and provide to the relevant transport, bearing the connected costs.
2. It is also agreed that the Supplier will accept exclusively the reels delivered in good conditions and duly marked by the Supplier, as to demonstrate their provenance.
PAYMENTS
1. The Client shall pay the Price according to the terms indicated in the Order Confirmation and in the invoice.
2. In case of delayed payments the Client shall pay the default interests starting from the due date until the effective payment; interests will be calculated increasing of 7 points the BCE’s reference rate on a six months basis. No formal dunning letter will be required or necessary.
3. In case the Client do not pay the Price within 8 days from the due date, the Supplier will be entitled to suspend any ongoing delivery of Products until the payment of all the overdue invoices and the relevant interests are fully paid.
4. If the Client does not pay the Price, even partially, the Supplier will have the right, alternatively or further to the provisions of following point 10.3, to immediately terminate the Contract by way of written notice to be sent to the Client, unprejudiced the compensation for damages, if any.
PRODUCTS’S WARRANTIES - REMEDIES
1. The Supplier warrants the good quality of the supplied Products and that the same conform to the characteristics and the technical specifications agreed in writing between the Parties, from time to time and expressly recalled in the Contract.
2. In case of Products which are demonstrated to be defectives or different from the ordered Products, the Supplier will replace or repair the same. Alternatively, in case of minor defects the Client may obtain a reduction of the Price paid.
3. The Client shall communicate in writing to the Supplier Products’ vices and defects within 8 days from the relevant discovery and, in any case, not later than 1 year after the relevant delivery, unless a different warranty term is agreed upon in writing between the Parties.
4. The Client shall do its best in order to allow the Supplier to examine and control the contested Products and, in particular, it shall communicate the identification code and the number of the lot indicated on the packaging. The Products will be acknowledged as effectively defective only after the Supplier has verified and confirmed the existence of the claimed defect. The return and the replacement of the Products, shall be previously authorized in writing by the Supplier.
5. The Supplier shall not be held liable for defects and damages provoked by normal wear and tear of the Products, improper use, improper installation, Client’s or carrier’s inexperience and/or negligence, improper storage of Products, unforeseeable circumstances and force majeure.
6. The Supplier’s liability shall be limited to the replacement/repair of the defective Products it being excluded any other liability for direct and indirect damages deriving from the Products’ defects (as, for example, the loss of profits deriving from the Client’s machine downtime).
FORCE MAJEURE
Neither Party shall be liable for non-performance or delay in performance in so far and to the extent that such nonperformance or delay in performance is due to acts of God, fire, strikes, wars, local riots, acts of government, lockouts or other labor troubles, troubles in finding raw materials or delays and non-fulfilments caused by public means of transport or for any other action or cause, similar or dissimilar, than can’t be reasonable foreseen or for which it is not reasonably possible to find a remedy and that cannot be resolved using the standard due diligence.
INTELLECTUAL PROPERTY
1. Title to designs and any other technical documents provided by the Supplier to the Client are and shall remain vested with the Supplier. The Client will be entitled to use them only for the installation and the use of the Products.
2. The Supplier is the sole owner of the Distinctive Marks, and the Client acknowledges said Supplier’s ownership
3. The Client shall not take or cause any action that would jeopardize, infringe, impair or in any way undermine or interfere with Supplier’s right in the Distinctive Marks.
4. Title to and any right in the Distinctive Marks is and shall remain with the Supplier. Any use of the Distinctive Marks by the Client in accordance herewith shall inure solely to the benefit of the Supplier and the Client shall in no event derive any right in any Distinctive Marks.
CONFIDENTIALITY
The Client shall not divulge to any third party, without the Supplier’s previous written consent, any information and technical/commercial documents, that the Client has known during the execution of the Contract.
GOVERNING LAW AND JURISDICTION
1. The entire contractual relationship between the Parties, these General Terms and Conditions of Sale and any sale contract that will be entered into between the Parties, shall be governed by, and construed in accordance with, Italian substantive law.
2. Any dispute which may arise between the Parties in connection with these General Terms and Conditions of Sale and/or any single Contract that will be entered into between the Parties, including those concerning validity interpretation, breach, termination, prejudicial or competence matters shall be finally settled by the Court of Rimini, Italy which will have exclusive jurisdiction.