GENERAL CONDITIONS OF SALE
- General Provisions, scope of the supply.
(a) The terms and conditions set forth herein (“General Conditions of Sale”) govern all the supply and sales activities of PRIMA CER SRL, hereinafter referred to as the “Vendor”, relating to the goods indicated in the offer or sales confirmation, without prejudice to any other written agreements between the vendor and each purchasing customer, hereinafter referred to as the “Purchaser”.
(b) The General Conditions of Sale apply to all transactions concluded between the Vendor and the Purchaser without the need for any express reference thereto or any specific agreement in this regard for the conclusion of each transaction. Any other term or condition shall apply only when confirmed in writing by the Vendor.
(c) When the Purchaser issues and/or forwards the order and/or accepts the offer, the Purchaser accepts these General Conditions of Sale. - Offers and Orders.
(a) The Vendor’s offers are always subject to final reconfirmation by the Vendor, even after acceptance by the Purchaser, particularly with reference to the quantities, prices, payment terms and delivery terms.
(b) Orders placed by the Purchaser are deemed to be accepted only when confirmed in writing by the Vendor. If the Vendor does not confirm an order in writing, the invoice issued by the Vendor or the processing of the order by the Vendor shall be considered confirmation.
(c) Orders placed and/or amended verbally or by telephone must be confirmed in writing by the Purchaser. Otherwise, the Vendor shall not be liable for any errors or potential misunderstandings. - Prices and Payment Terms.
(a) The Prices of the Products do not include VAT, which shall be paid in compliance with the specific instructions given in the invoice.
(b) The offers are considered on an ex-works basis at the Vendor’s premises, unless otherwise agreed in writing between the parties. - Delivery Terms.
(a) Unless otherwise agreed in writing, no delivery terms indicated shall be binding for the Vendor. Unless otherwise agreed between the parties, the indicative delivery term is that stated in the offer or order confirmation.
(b) The Vendor reserves the right to reasonably make partial deliveries.
(c) In the event of force majeure situations or other unforeseeable events not attributable to the Vendor, including, with no
limitation, strikes, lock-outs, orders of the public administration, subsequent export or import blocks, considering their scope and duration, the Vendor shall be released of all obligation to comply with any agreed delivery terms.
(d) The Vendor is not obliged to accept product returns unless expressly agreed in writing. - Inspection Obligations and Acceptance of the Products.
(a) On receipt of the Products, the Purchaser shall immediately:
(i) check the Product quantities and packaging and record any objections on the delivery document;
(ii) check the conformity of the Products in relation to the specifications of the offer or order confirmation and record any irregularities in the delivery document.
(b) Claims relating to the quantities, quality, type and packaging of the Products may only be made by recording them on the delivery document, in accordance with the above-described procedure.
(c) Any Product for which no claim has been made in accordance with the procedures and terms described above shall be considered approved and accepted by the Purchaser. - Warranty Terms and Conditions.
The Vendor shall not be liable to the Purchaser for damages, unless this is required by the laws in force or specified in a written agreement.
Generic, special or incidental damages, as well as damages resulting from the use of or impossibility to use the Products, are excluded. - Limitation of Liability.
(a) Except in cases of a justified dispute lodged in compliance with the provisions of article 5 above, the Purchaser has no other rights or remedies. In particular, the Vendor is not liable for any compensation requested due to contractual breaches or non- fulfilment, for any direct damage or loss of profit suffered by the Purchaser as a result of the use of, failure to use or inclusion of the Products in other products.
(b) The Vendor shall do everything in his power to deliver the Products within any agreed terms, but under no circumstances shall he be liable for any damage caused directly or indirectly by the delayed performance of a contract or the delayed delivery of the Products. - Reserve of Ownership.
(a) The Products shall remain the full property of the Vendor until the day on which the Purchaser pays the full price agreed for the products and all other amounts due to the Vendor. Until such time, the Purchaser shall store the products in his capacity as trustee of the Vendor and shall keep the Products appropriately stored, protected and insured.
(b) Until the full payment of the agreed price, the Purchaser may not sell and/or transfer the Goods under warranty to third parties and shall immediately notify the Vendor in writing if the Goods have been seized or are subject to protective or precautionary measures by third parties. The costs for removing such measures shall be for the Purchaser’s account. If the Purchaser breaches his payment obligations or his financial situation deteriorates, the Vendor has the right to have the Goods subject to reserve of ownership returned immediately. - Express termination clause
The Vendor shall have the right to terminate the contract/order with immediate effect, pursuant to Article 1456 of the Italian Civil Code, by simple written notice, in the event of:
a) delayed payment of the goods by the Purchaser of more than 7 (seven) days; or
b) a breach of the obligations laid down in Art. 5; or c) a deterioration in the financial and equity situation of the Purchaser that compromises the regular guarantee of the payment; or c) the liquidation, termination of business or insolvency of the Purchaser, or if the Purchaser is subject to any form of bankruptcy proceedings (including debt restructuring agreements with creditors). - Obligations.
All obligations undertaken by the Purchaser shall be understood as applicable and referred also to his heirs, successors and any assignees; furthermore, the sale or transfer or lease of the Purchaser’s company shall determine the immediate payment of the whole principal debt and accessory charges. - Applicable Law.
(a) If the Purchaser is a subject of Italian law, these General Conditions of Sale and all contracts concluded by the Purchaser with the Vendor are deemed to be governed by Italian law, without prejudice to point c) below.
(b) If on the other hand the Purchaser is a subject of the law of another country, these General Conditions of Sale and all contracts concluded by the Purchaser with the Vendor are deemed to be governed by the 1980 Vienna Convention relating to Contracts for the International Sale of Goods, and, for any matters not provided for therein, by the UNIDROIT Principles of International Commercial Contracts, as well as, for any matters not provided for therein, by Italian law, with the exclusion of the rules of private international law.
(c) For international sales, the reserve of ownership set forth in Art. 8 of these General Conditions of Sale is subject to German law. - Arbitration. Jurisdiction.
(a) Any disputes arising between the parties in relation to the interpretation, validity or performance of these General
Conditions of Sale and the related contracts concluded shall be referred to binding arbitration, in compliance with the
Regulations of the Chamber of Arbitration of the Chamber of Commerce of Modena, which the parties hereby expressly declare to know and accept, by 1 arbitrator appointed in accordance with these Regulations. The arbitrator will issue a ruling in accordance with the law. The arbitration will take place in Modena. The language of arbitration will be Italian.
(b) In the event of disputes that cannot be submitted to arbitration, the Courts of Modena will have exclusive jurisdiction.
(c) It is also understood that the Vendor, at his sole discretion, will have the faculty to waive the right to arbitration as specified in paragraph (a) above or the jurisdiction of the court as specified in paragraph (b) above to bring judicial proceedings towards
the Purchaser, at his domicile and before the competent courts there. - Final provisions.
(a) The invalidity of all of part of the individual provisions of these General Conditions of Sale shall not affect the validity of the remaining provisions.
(b) These General Conditions of Sale are drafted in both the Italian and English language. In the event of doubts over the interpretation of these General Conditions of Sale, the Italian version shall prevail.