Acceptance, suspensive condition: in signing this order, the Purchaser makes an irrevocable proposal to purchase for the period of fifteen days as from signature hereof. The Vendor reserves the right to grant final acceptance by (alternatively): separate written confirmation, commencement of performance, the issue of a request for payment of the agreed advance (raising of invoices). Thus signature of this agreement by the Vendor shall constitute a simple proposal of goods, of a purely provisional nature. In any case, even once final acceptance has been given by the Vendor, the agreement is subject to the suspensive condition that the first advance is received.
Place and means of payment: payment shall be made at the Vendor’s registered offices – any agreed concessions including instalments or bills of exchange or payment to authorized persons shall not deprive the Vendor of the faculty to demand that payment be made directly at the said registered offices. For payments by bank vouchers, instalments or bills of exchange, registration fees shall be paid by the Purchaser.
Suspension: without prejudice to any other contractual or legal recourse, the Vendor may suspend, immediately and without communication of any kind, fulfilment of its obligations if payment is delayed or not made (for any reason whatsoever) even if it concerns only one instalment of the agreed price.
Forfeiture of terms: non-payment, even partial, whether a single instalment or advance at due dates shall lead, without prior formal notice being required, to forfeiture of the terms of payment by the Purchaser.
Termination clause: in the sole interests of the Vendor, in the event of delayed payment or non-payment, even partial, beyond fifteen days, this agreement shall be considered as terminated. In this case, termination shall take place ipso jure if the Vendor declares to the Purchaser that it intends to avail itself of this termination clause.
Proof of payment: the sole and only valid documentary proof of payment shall be a receipted invoice issued by the Vendor.
Delivery terms, liability for delays: delivery terms are given solely as an indication by the Vendor and do not include installation or assembly. The effect of terms – notwithstanding a fixed date having been agreed – shall only commence once payment of the first advance has been made. The Vendor is exempt from any liability for delays caused by force majeure, acts of God, strikes, supply difficulties or suspension of work imposed by public authorities, project changes agreed or ordered by the Purchaser, etc.
Time and place of delivery: the goods to be sold shall be delivered with a goods readiness notice. Failing this, delivery will take place when agreed for collection by the Purchaser, or when the goods arrive at the agreed destination. The carrier’s bill of loading shall also be considered as proof thereof. The goods will be transported at the risks and perils of the Purchaser, even if they are supplied ex-works to the destination requested. The place of delivery of the goods shall be considered, for all intents and purposes, as the Vendor’s premises. Any claims concerning the (lack of) integrity or completeness of the equipment must, subject to forfeiture, be submitted to the carrier when goods are unloaded (visible defects) and indicated on the delivery note. As for defects that cannot be detected at the time of delivery, they must be notified by and no later than 8 days from reception of the goods, by recorded delivery letter with acknowledgement of receipt. In the event of delays in collection of goods, the Purchaser shall pay an additional charge for storage of 2.00% per month of the total sale price.
Retention of ownership – prohibition of assignment: the sale shall take place subject to retention of ownership by the Vendor until effective and timely fulfilment of all contractual obligations incumbent upon the Purchaser has taken place. The Purchaser undertakes not to transfer the goods sold (even for use) to third parties until said time, and shall be liable for risks from delivery onwards. If, despite such prohibition, the goods sold are transferred to third parties, the violation shall be sanctioned by an increase of 20.00% in the amount due by the Purchaser. It is expressly precluded by the parties that the goods and materials may be attached to immovable property or appurtenances thereof before full payment has been made. In this case the goods may be claimed and/or removed by the Vendor at any time, wherever they are located, notwithstanding Articles 935 and 937 of the Civil Code. If the agreement is terminated due to non-fulfilment by the Purchaser, sums already paid by the latter shall be retained by the Vendor as compensation, subject to further damages being claimed at a later date.
Defects guaranteed – exclusions: the Vendor provides the legal guarantees on the goods sold. Components, parts subject to wear and accessories are not guaranteed. The Purchaser shall forfeit the guarantee if changes / variations / alterations in the goods sold are made (even through third party firms) without technical assistance or written authorization from the Vendor. The guarantee excludes any form of liability, in particular loss of production or profit. The client explicitly accepts that use of the goods sold shall take place at their sole risk.
Form, procedure and terms for claims: under penalty of nullity, declaration of defects must be made by recorded letter with acknowledgement of receipt sent only to the Vendor’s registered office according to the terms laid down in Article 1495 of the Civil Code.
Acceptance of goods sold, inspection: full payment of the price shall be considered in any case as acceptance of the goods sold without reserves, thus recognizing that manufacture is up to standard and in compliance with contractual terms. If the parties have established that the goods sold are to be subject to inspection, the Purchaser shall be bound to grant the inspection under the terms agreed with the Vendor or notified by the Vendor by means of an appropriate communication. Failing this, acceptance of the goods shall be considered as without reserves.
Sole jurisdiction: as regards any disputes arising between the parties concerning this agreement, the sole court with jurisdiction shall be the central court of Vicenza, with reciprocal waiver of rights to invoke any other judicial authority.
General Conditions of the Purchaser: application and enforcement of all of the General Conditions laid down by the Purchaser is excluded (including contractual conditions as per Articles 1341-1342 of the Civil Code), as are any additional terms defined between the Parties of any kind whatsoever including with regard to materials or items other than those described in this agreement.
Processing of personal data: the Purchaser declares that they have received a comprehensive information notice within the meaning of Article 13 of Legislative Decree 196/2003 and consents to the processing and communication of their personal data within the limitations, for the purposes and for the duration described in the notice, and nevertheless for the proper execution of the contractual obligations entered into by the parties.