Fiudi Srl - General Conditions of Sale , Delivery and Payment
Dear Customers and Business Partners ,
First, we want to thank you for your confidence in the capabilities and efficiency of our company and our products quality .
We will fulfill your order with our usual attention and reliability with high quality standards already guaranteed by ISO 9001 and ISO 14001 certifications that attest to the way we operate .
Below you will find a description of the terms and conditions that will apply while processing your order.
And of course we look forward to continuing to work with you in the future.
1 . Scope
The procurement activity is directed exclusively to business and professional users , not direct consumers , pursuant to Legislative Decree no. 206/2005, and is performed on the basis of sales procedures , delivery and payment have to be certified and listed below . These conditions apply to all our offers, deliveries and services, and apply to all relations and contracts in progress and to establish , unless otherwise agreed improvements occurred from time to time with the customer and agreed by written notice .
2 . Completion of the contract
2.1 Unless otherwise expressly stated , our offers are not binding and may be revoked . The order by the purchaser constitutes a binding offer . The Fiudi S.r.l. reserves the right to accept applications for orders in its sole discretion . The communication of acceptance must be received within two weeks after receipt of order request by written notice .
2.2 The buyer is obliged to accept any changes that are normal from the commercial point of view , with regard to quality specifications , weights, or other factors of this kind. This also applies in cases where reference is made to particular samples or brochures, drawings or figures, except that these were not expressly referred to as binding when ordering and the features have been designated as "essential" .
3 . Drawings, technical documentation, and industrial
3.1 The drawings , technical documentation , projects and any other documentation of an industrial nature remain our property in all cases in which they have been communicated to the purchaser as possible solutions to a specific problem before submitting the order. The customer declares to have been informed of the fact that these documents are covered by business secrecy and to know how and who therefore is not permitted to make copies , or make them available to others without the prior express written consent from the Fiudi Ltd.
3.2 If the purchaser presented documents such as drawings , models, samples , or other materials prepared by him , shall specifically ensure that their use by us does not infringe the intellectual property rights of third parties , relieving the Fiudi Srl from claims for damages for false statements given on this point.
3.3 Fiudi LTD agrees to make available to the eventual champion , only after the payment of expenses and forwarding of security commensurate to the specific case . These samples remain our property and must be returned within 60 days of dispatch to the customer. In the absence of regular sales invoice will be issued for the amount previously stated in the bill of lading the goods and agreed between the parties .
All measurements and dimensions of tools will be carried out in accordance with the rules in force at the time when the order was placed . If those standards were amended before shipping the items sold , we shall be entitled , without any obligation , however, at our expense , to adjust the size and structural dimensions in accordance with the new rules.
4 . Delivery Date
4.1 Purpose and mode of delivery are subject to the terms stated in the order confirmation . Delivery dates will be specified and agreed on the basis of information provided by the customer and accurately as possible. The delivery will commence upon receipt of confirmation from the buyer , but not before he has provided documents , authorizations and permits and any other documents necessary for the provision or before the payment of any advance payments agreed upon.
4.2 Strikes , lock-outs ( also at our vendors and suppliers of these products ) , natural disasters, facts
attributable to third parties and other cases of force majeure do not fall under our responsibility, as well as our internal delivery delays occur despite appropriate use of hedging on our part, we shall release for their durability obligation to supply is determined by the contract, setting due to suspension of the delivery . This will also apply in case of any unforeseen production delays and that you will not be able to avoid otherwise . In this case the Fiudi S.r.l. can not be held responsible for such impediments and the resulting damage.
In such cases the Fiudi S.r.l. agrees to promptly notify the purchaser. In the event that these impediments are go on for over four months , or make it impossible performance for a long period , the Fiudi Srl We reserve the right to cancel in whole or in part from the contract and can not be held liable for any damages obtained.
4.3 In case of delay in delivery resulting assumptions referred to above that exceeds the reasonable limit of 20% of the term initially referred to the purchaser shall be entitled to terminate the contract.
You will not be granted any claim for breach of an alternative to the claimed right of withdrawal except in the cases determined and indicated by the subsequent clause . 10 .
4.4 Partial deliveries are permitted .
5 . prices
5.1 The prices quoted are net and are applicable to deliveries from the headquarters of our company or by one of our branch located nearest to the headquarters of the company by the buyer as part of the national territory .
5.2 If more than four weeks elapse between the conclusion of the contract and the delivery date set out therein , the Fiudi Srl shall have the right to invoice Buyer according to the price list of the products, applicable at the time of shipment.
5.3 Packing costs will be calculated separately.
5.4 If the purchase price is invoiced in a foreign currency risk related to the difference of currency against the euro remains the responsibility of the purchaser
6 . Payment , compensation and the right to refuse performance
6.1 Unless otherwise agreed , payment must be made within 60 days of the invoice date , net and without deduction in such a way as to have the invoiced amount from the date of expiry.
6.2 We accept exchange or checks only and not subject to collection by the discharge . In the event that negotiations are a promissory note or a check, the title of the bill of exchange or check us will be transferred at the time of delivery of the goods . The costs of discounts and refunds will be paid by the buyer .
6.3 If payments are made later than the agreed time , will apply the default interest provided for by Legislative Decree no. N . 231/2002 in accordance with art . 5 of this rule.
6.4 If the purchaser's financial position significantly worse after the conclusion of
contract, for example in the event that bankruptcy proceedings are initiated of all kinds ( both provided by the Civil Code that special laws ) and, in general , in any other case in which, after the conclusion of the contract the buyer's financial circumstances had become such to be placed in obvious danger the payment of the agreed price , as provided for by art. 1461 cc , we have right to refuse delivery until the purchaser has failed to pay or provide adequate assurance with respect to our claims arising from the contract.
The same applies in the event that the buyer checks could not be cashed or were protested . In case the buyer fails to make payment within two weeks of our request or unable to furnish bond within two weeks with regard to our demands , we will have the right to terminate the contract.
6.5 The buyer is not allowed to withhold payment if the claim in opposition to our are still controversial and not legally determined by a court or in the absence of a written consent to the exercise of our right of retention .
6.6 You may make payments to our employees solely on the basis of power of attorney for collection .
7 . Transfer of risk
7.1 The Fiudi S.r.l. will carry through to delivery to the purchaser or the central sales office nearest you. If the buyer wishes that the products are delivered at a different location , dispatch or transport of the latter will be performed always at their own risk and expense , unless otherwise stated . From the time of shipment from our factory , the risk passes to the buyer. Insurance against shipping damage is taken out only at the request and expense of the purchaser . If the buyer requires insurance against damage during transport , the shipment will be insured at his own expense against the risks described by him as much as possible .
7.3 If the shipment is delayed for reasons not attributable to us , the products will be stored at the risk and expense of the purchaser . In this case , notification of the availability of the products to the shipment is to be considered equal to the actual shipping .
8 . packaging
In accordance with the requirements of the Ordinance on packaging , not withdraw the packaging that becomes therefore property of the buyer .
9 . Material defects and complaints
9.1 The buyer must commit to ensuring that the drawings and the information made available to us are fit , proper and in accordance to real relationships . If the data to be incorrect , or otherwise not in accordance to what is necessary for the additional expense arising therefrom shall be borne by the purchaser. The Fiudi S.r.l. not liable for any damages resulting from defects or flaws brought by the purchaser directives incorrect or insufficient.
9.2 Fiudi S.r.l. not liable for damage or defects resulting from excessive use of the product or use not in accordance with directions , incorrect or negligent treatment by the purchaser or a third party (eg excessive stress or incorrect assembly ) , defective construction work , action weather ability, chemical or physical influences , to the extent that such circumstances are not attributable to us . Minimal deviations from the agreed quality or usability issues that affect only marginally the product does not constitute vice. In the case of inappropriate modifications or repairs made by the purchaser or third parties , the buyer loses the right to claim for the consequences resulting therefrom.
9.3 The purchaser must file a timely claim for obvious defects regarding the quantity, quality , sizes, etc. . , No later than 8 days from receipt of the products, and for defects that are evident within 8 days after the respective discovery . These terms are binding . Claims must be submitted in writing with sufficient information on individual defects . For technical defects can return with a written request for replacement delivery , its withdrawal does not constitute an offer of any consent for revenge. If the complaint is unjustified , we are entitled to ask the buyer for the reimbursement of expenses incurred.
In all cases of complaint , the buyer must allow the Fiudi Srl an audit and repair .
9.4 In the event of material defects grounds to have been submitted regular and timely complaint , the cause of which already existed at the time of transfer of risk , in our discretion we will repair the defect or provide a refund of the entire product of the defective one.
9.5 If subsequent performance is refused , it was not decisive of the issue or was not deemed satisfactory by the buyer , he can withdraw from the contract or demand reduction of the purchase price.
9.6 The buyer may assert their claims for compensation according to law . The buyer may assert further claims only in accordance with clause 10 .
9.7 Excluded are claims by the buyer in respect of expenditure incurred for the repair, in particular transport costs, infrastructure , labor and materials , where such costs are increased because the subject-matter of the provision was subsequently sent to a place other than the headquarters of ' buyer unless the transfer is not justified by the contemplated use of the product.
10 . General Limitation of Liability
10.1 Our liability for damages , whatever their legal basis , in
particular impossibility , delay, wrong delivery or faulty, breach of contract , breach of obligations in contract negotiations and unauthorized action is limited , if not due to the fault of the provisions of this Article 10 .
10.2 We do not assume liability for simple negligence of our bodies , legal representatives, employees or assistants. This provision does not apply in the case of breach of fundamental obligations , if the violation compromises the achievement of the purpose of the contract. This risk exists only in the case of defective material and where the conditions of clause 9.5. Constituent elements of the contract have an obligation to timely delivery and impeccable and the obligations of counseling , protection and custody are intended to enable the purchaser and intended use of the delivery item or to ensure the safety of personnel or third or the integrity of the property by the buyer , protecting them from substantial damage .
10.3 If, in accordance with clause 10.2 we are responsible for damages , such liability will be limited to damages foreseeable by us to the conclusion of the contract as the possible consequences of breach of contract or that we should expect as such, taking into account the circumstances that were known or should have should have been, under the common commercial diligence . The indirect or consequential damages resulting from defects of the object of delivery , are compensable only to the extent that they consider them as typical damage caused by use in accordance with the object.
10.4 The exclusions and limitations of liability shall apply analogously also for our
11 . Retention of the right of property
11.1 We will maintain ownership of all goods supplied until full payment of all claims arising from the commercial contract . This provision is also applicable in cases where the purchaser has paid the purchase price for only some of the products supplied , because in that case the title to the property will be maintained guarantee the balance due.
11.2 Any modification or alteration of products must always be carried out to our advantage.
11.3 In the event of late payment or other material breach of contract by the buyer , we are entitled to withdraw the products detained. In this case, the buyer is obliged to give us has any right to compensation with respect to third parties. Moreover, in case of default of payment by the buyer , we are entitled to withdraw from the contract. If the products are still retained in the possession of the buyer, this is not necessarily required to grant us access to the buildings in which these products are stored to enable us to remove them. The purchaser is also necessarily required to grant access , at any time, to the spaces in which these products are stored to allow us to inspect .
12 . Applicable law , place of jurisdiction , place of performance and data protection
12.1 It is applicable only to the law of the Italian Republic .
12.2 In the event that the purchaser is a dealer or its registered office is located outside of the Italian Republic , the competent court shall be the registered office of our Italian company .
12.3 Unless otherwise provided in the order confirmation , the obligations arising from the contract with the purchaser will be fulfilled at the registered office of our company.
12.4 It should be noted that the data will be stored for the purposes of the purchaser in accordance with the contractual provisions of Law 196/2003 on the processing of personal data.
Different provisions for production contracts
Production contracts ( for production , completion, production, modification or revision of tools) are governed by the following provisions , regardless of the terms and conditions of sale, delivery and payment of the above .
1 . We take no responsibility for the material that was sent to us . Our right to payment is not affected by this provision.
2 . If special tools are produced at the request of the buyer and we are obliged , for technical reasons, to achieve a reasonable supply higher or lower , the buyer will be obliged to accept the tools products even if their number is slightly different from the one specified in ' order. We may adjust the payment accordingly .
3 . If the material becomes unusable during operation or to our fault , we will lose the right to payment . It excludes any right of reimbursement than the latter , except in cases of gross negligence.
4 . For the rest, these contracts are governed by the terms and conditions of sale , supply and payment referred to above .
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