Standard terms and conditions of sale and supply1 – FOREWORD: Orders for supplies involve the Customer’s acceptance, without reserve, of these Standard Terms and Conditions of Sale and Supply. The term “Supplier” stands for the company Idrodepurazione S.r.l., Via Comina 39, 20831 Seregno (Monza e Brianza) – Italy.
Orders will be deemed accepted by the Supplier only after written confirmation.
The Customer shall be bound to the prices and conditions exposed in the confirmation of order written by the Supplier.
In case of non conformity between the order and the confirmation of order by the Supplier, the Customer shall abandon the purchase by means of a proper written communication to be sent to the Supplier within 15 days after confirmation of order is made by the Supplier.
2 - SUPPLY: The supply shall only include what is described in the quotation/contract; any other verbal agreement shall not be valid if it is not countersigned by the Supplier.
Unless otherwise specified, materials and deliveries shall be deemed ex-works/warehouse of the Supplier.
Packaging shall be invoiced at the prices and not normally accepted for return.
Even in case the Supplier has in charge the material laying, it is understood that, unless otherwise agreed, any access track to the plant installation area or unloading yards shall be the Customer’s duty at his/her expenses.
The non fulfilment of all or part of the goods ordered shall not constitute any Customer’s right to request for damages. The goods supplied shall remain the Supplier’s propriety until full payment of the supply.
3 – DELIVERY: The delivery terms shall be indicative, as constant and still changeable difficulties in the supply may determine significant production delays.
Unless otherwise agreed in the confirmation of order, the delivery terms shall start upon receiving the supply agreement properly undersigned by the Customer as acceptance and/or after any deposit has been made in advance.
Even though the Supplier is highly committed to place the order, no delays shall constitute the Customer’s right to cancel the order nor request for any compensation or damages. In case the Customer asks for a deferment of the delivery, the Supplier shall be deemed authorized to apply a warehousing burden in the region of 1% of the material value for every month or part of month deferment.
The terms of payment shall start upon goods readiness notification. After eight days have passed upon goods readiness notification, the Supplier shall issue the invoice. The effectiveness of its terms of payment shall start upon goods readiness notification. The non observance of the terms of payment shall authorise the Supplier to retain goods and suspend any service activity with the Customer.
4 – SHIPMENT: Unless otherwise stated by the Customer, the shipment shall be made according to the terms and the courier who is deemed most appropriate, without this constituting any responsibility of the Supplier.
“The goods become propriety of the Buyer once delivered by our courier service.”
Therefore, the transportation of goods shall be made at the solely Customer’s risk, even in case the agreed price is specifically intended to be “free delivery”.
Similarly, the Supplier shall not accept responsibility for any delays or errors caused by the courier, against whom the Customer shall directly assert his/her rights. If the Customer wants to be guaranteed against the shipment risk, he/she shall attribute the Supplier 2% on the amount of the supply, which shall be deemed as insurance guarantee against shipment risk.
If goods are collected by means of private trucks or trustworthy courier, the Customer shall inform the Supplier with at least 2 working days’ notice; in case of fault it is in the Supplier power to recharge the Customer, by virtue of the dispositions in the Italian Presidential Decree dated 6-10-1978 no. 627 and Ministerial Decree dated 29-11-1978.
5 - TERMS OF PAYMENT: Prices shall be exclusive of VAT and any other tax. Payment shall be made according to the terms shown in the confirmation of order or, in the absence of the contract/order, in legal tender at the Supplier’s address and at fixed term, even in case the shipment or mounting or running or testing cannot be made within fixed terms, due to impediments not attributable to the Supplier’s responsibility. Any payment delays shall imply the charge of compensatory interest pursuant to art.1499 of Italian Civil Law, in the region of 5 points more than the official discount rate beside damages.
Sales shall be made on reservation of title pursuant to art. 1523 of Italian Civil Law.
In case of non-fulfilment of payment, it is the Supplier’s right to suspend current supplies or request that they are paid in advance, in their unquestionable judgement.
If payment is subject to prior mounting/testing and these cannot be made effective due to causes beyond the Supplier’s responsibility, this shall have the right to temporarily invoice 95% of the total amount of the supply and request immediate payment, thus leaving the rest 5% as guarantee for mounting and/or testing, always within the limits of Law. The Supplier also reserves the right to suspend deliveries for current or future orders until full payment by the Customer of what has been delivered and invoiced to him/her.
6 – MASONRY WORKS: Masonry works (including plastering, insulation and any other finishing work) for the installation of machinery and appliances which the supply refers to shall be completed by the Customer by the established date for the supply.
If said works are not completed in time and therefore the shipment of machinery and appliances needs to be deferred, their delivery shall in any case be deemed effected by the Supplier, whether according to the payment pursuant to art. 4 or the effectiveness of future payments. The Customer shall also be ready to receive in properly arranged, dry places the goods which the Supplier, due to its bulk or other reasons, cannot keep in their Warehouse. Otherwise, the Customer shall be subject to 1% charge of the goods value for each month or fraction thereof that goods are kept in said warehouses/storage places.
7 – TECHNICAL DATA: All information and technical data included in the Supplier’s technical manuals, such as brochures and catalogues, shall have a mere informative character and shall not be binding for the Supplier, who may change them at any time without giving any prior information.
It is the Supplier’s right to make changes in the described plant, even during mounting and supply phases, in case these changes depend on new techniques, regulamentary legislative dispositions or difficulties in procuring certain goods. It is understood that functionality is nevertheless guaranteed even when changing the characteristics of the appliances installed.
8 – GUARANTEE:
Technological guarantee: We shall guarantee that the appliances supplied, in normal conditions of use, are free from material or fabrication defects. Within one year after delivery date of goods, any parts which shall be deemed damaged by the Supplier due to hidden defects shall be supplied for free and ex warehouse. No workforce intervention shall be covered by guarantee, especially workforce transfer from and to the Supplier’s storage place. Similarly, the guarantee shall not cover such components which by their nature or type of work are subject to premature wear, e.g. seals, manometers, electrodes, rubber and plastic components, electrical components, etc. The duty to guarantee goods implies the Supplier’s burden, in their unquestionable judgement, to fix, substitute or change faulty parts at their warehouse and shall not include any shipment or material or workforce travelling costs to your place for repair. Whenever reinforced concrete works are assigned to a company chosen by the Customer, the Supplier shall only have responsibility for the shape and dimensions of single appliances. Our technological guarantee shall be granted on condition that defects do not depend on misuse, masonry failure nor negligent maintenance, and on condition that said defects are reported immediately and no later than 8 days after defect are identified. Similarly, the Supplier shall guarantee the good plant functioning only if mounting works was approved by their staff or it was made by other Customer’s staff, after proper approval by their technical staff. The guarantee shall not cover any defects caused by tampering, improper mounting or inexperience, nor any others because of incomplete or wrong information given by the Customer. The guarantee shall terminate when, without written notice by the Supplier, repair works or changes of any kind are made to their appliances and/or payment previously established in the contract is suspended, delayed or deferred for any reason. The guarantee shall only be effective towards the Customer, as the Supplier intends not to be involved in any disagreements between he/she and third parties.
Chemical guarantee: The functioning of the plant and relating appliances is guaranteed within the characteristics and services described in the quotation and confirmation of order. The guarantee shall terminate in case the plant or relating appliances are not run according to the instructions given by the Supplier or in case wrong or incomplete information is given about the affluent, flow capacity and any other relevant feature for plant design, as well as changes in the composition of the treating material before and after plant installation. It is understood that under no circumstances shall the Supplier be held liable for any direct or indirect damage, which may be caused by stops, plant malfunctioning or faults. Therefore, the Customer herein expresses his/her determination to fully discharge the Supplier’s responsibilities pursuant to art. 1229 first Paragraph of Italian Civil Law. The abovementioned Supplier’s responsibilities shall terminate in case the plant is altered either by technical or running changes without their knowing.
Functional guarantee: The plant functioning shall be guaranteed, as declared in the supply documentation. The guarantee shall terminate in case the project data suffer any changes and the plant is not run according to what is reported in the instruction manual included in the supply. It is understood that under no circumstances shall the Supplier be held liable for any direct or indirect damage of any kind, which may be caused by stops, plant malfunctioning or faults.
9 – COMMISSIONING AND TESTING: The commissioning shall be made by the Technical Assistance Service according to job-card fares in force established by Anima – Federation of the Italian Associations of Mechanical Industries. At the time of the inspection, if requested, the Customer shall arrange hydraulic and electrical piping and any other necessary component for plant functioning as shown in the installation and functioning instructions. Any commissioning made by the Supplier’s Technical Assistance Service shall be deemed testing at all effects. In case the Customer is not interested in this service, the testing shall nevertheless be deemed made in case 2 months have passed after delivery date. If by virtue of technical specifications the Customer’s plant needs testing, this shall be made within the first eight days of plant functioning; after such date, the supplied component shall be deemed tested by tacit agreement when testing was made in the aforementioned first eight days and the plant itself shall totally be deemed accepted by the Customer. The Supplier shall therefore not be requested to make further plant testing. The chemical testing shall be made according to time and modalities to be jointly agreed. Once thirty days have passed after initial plant functioning and no chemical and/or bacteriological testing is made, the plant shall nevertheless be deemed automatically tested and shall therefore meet the Customer’s requirements as stated in the contract.
10 – DRAWINGS AND TECHNICAL DOCUMENTATION: As by Law enabled, pursuant to art. 2578 of Italian Civil Law, the Supplier shall have exclusive propriety of drawings and technical documentation attached to the quotation and any supply. No copies, reproductions or transfers of such documentation to third parties shall be made without their written notice.
11 – COMPLAINTS AND CONTESTATIONS: Any complaints shall be made at the Supplier’s address within 8 days after reception of goods. Any legal action shall only be taken at the Supplier’s address in Via Comina, 39.
12 – COMPETENT COURT: Any controversial issue relating to the interpretation and/or execution of the supply agreement shall be the exclusive competence of the Jurisdictional Court in Monza, being its minor seat in the city of Desio. Any other issues covered by the guarantee which are not contemplated herein shall be likewise treated.
In ………………………..………… THE CUSTOMER ……………………………………………….……………………………………
For specific acceptance of clauses 1-2-4-11-12-13 described above.
THE CUSTOMER ……………………………………………………………………………………
14 – CONSENT: The Supplier herein requests for your consent to send commercial information and/or advertising relating their activities or other companies which may be related to them.
I agree ____________________________________
I do not agree ___________________________________