General Terms and Conditions of Sale
These General Conditions of Sale (The “CGV”) apply to all orders concluded between the Supplier and the Purchaser and form an integral and substantial part of the sales contract.
With reference to these General Conditions of Sale terms used and not otherwise defined have the meanings set forth below:
“Order Confirmation”: the contract concluded between AS Mechanical Technology srl (the “Supplier”) and Purchaser specified in the Order (together the “Parties”);
“Technical Documentation”: any type of information or technical or technological documentation made available to the Customer upon delivery of the goods;
“Goods” or “Products”: the commercial goods subject to the sale, written in the Offer Form, including the technical data and use and maintenance manuals if foreseen.
1.1. The contractual obligation is considered concluded with the communication of the Order Confirmation by AS Mechanical Technology srl to the Customer, containing the indication of the Customer's company name, quantity, quality, price, payment deadlines and delivery deadlines.
A copy of each order must be returned as a sign of acceptance, duly stamped and signed. In any case, the beginning of the execution of the order by AS Mechanical Technology srl implies the full acceptance of these General Terms and Conditions of Sale.
1.2. Until the Order Confirmation is transmitted, the Offer can be revoked if the revocation reaches the recipient before he has signed the acceptance.
Prices and Terms of Payment
2.1. Prices are set in the Order Confirmation; value added tax shall be added at the then applicable rate.
2.2. If the Supplier is also responsible for assembly and unless otherwise agreed, the Purchaser shall pay the agreed remuneration and any incidental costs required, e.g. for traveling and transport as well as allowances.
2.3. The Purchaser shall pay for the Products in accordance with the payments methods and terms provided for in the Order Confirmation.
2.4. No payment shall be considered as being made by the Purchaser until the relative amount has been credited to the bank account of the Supplier.
2.5. Payment shall be executed by Purchaser in Euro or in the currency set in Order Confirmation.
Retention of title
3.1. Where the Purchaser fails to make payment due, or otherwise violates its obligations, the Supplier shall be entitled to rescind the contract and take back the Retained Goods and Purchaser shall be obliged to return the Retained Goods. In this case AS Mechanical Technology srl will be entitled to withhold the amounts paid as indemnity and claim for more damages amount.
Delivery and Terms
4.1. Unless otherwise specifically agreed, the delivery of the ordered goods, for the purpose of ascertaining compliance with the delivery terms and the transfer of the risk of the goods, takes place EXW (Ex Works) from the AS Mechanical Technology srl headquarters.
4.2. The terms and delivery schedules of the Order are merely indicative, unless otherwise agreed in writing between the Parties, and may be subject to extensions due to Force Majeure/unforeseeable circumstances or due to the modification of the Order requested by the Customer.
5.1. AS Mechanical Technology srl guarantees the proper functioning of the goods sold for the period of 12 months from delivery.
5.2. The Customer must report the defects found within 8 (eight) days of discovery, indicating the properties of the defects found.
5.3. All goods that may present defects due to negligence or carelessness in use or failure/incorrect observance of the instructions contained in the Use and Maintenance Manual delivered to the Customer at the time of sale are not covered by the warranty. Also excluded from the warranty are goods sold, for which unauthorized personnel has intervened for their installation and maintenance.
5.4. Upon regular receipt of the complaint of defect and / or defect of the Goods pursuant to art. 8.2., AS Mechanical Technology srl will remedy to the defect, by repairing or replacing the defective Goods.
5.5. In the event of delay in payments or insolvency of Purchaser, the Supplier will be discharged from the obligation of the warranty clauses.
5.6. The Purchaser undertakes to make available to AS Mechanical Technology srl any defective or non-compliant Parts which are replaced and which remain the property of the Supplier.
5.7. The present warranty is in substitution for, and excludes, any other warranty, explicit or implied, set forth by the law or otherwise.
Limitation of liability
6.1. Except as explicitly set forth, the Supplier’s maximum aggregate liability under or in connection with the subscription agreement whether arising in or for breach of contract, tort (including negligence), indemnity, misrepresentation or otherwise, shall in no circumstances exceed 100% of the total subscription price.
6.2. In any case, the liability of AS Mechanical Technology srl is exclusively limited to its Products and only to the extent established in this section.
6.3. AS Mechanical Technology srl shall have no liability under or in connection with the subscription agreement or any collateral contract for non-Supplier manufactured products supplied by Third Parties to Purchaser and any rights and/or remedies of Purchaser in respect of such non-Supplier products shall be exercisable by Purchaser solely against the relevant third party manufacturer.
7.1. Purchaser shall comply with all applicable laws, rules, regulations and regulatory requirements with respect to its activities under this Agreement, including applicable foreign trade, export control restrictions or similar rules.
Transfer of contract
8.1. The Contract is not transferable by the Customer to Third Parties, even partially, without the explicit written consent by AS Mechanical Technology srl.
9.1. AS Mechanical Technology srl is not responsible for any failure or delay attributable in whole or in part to any cause beyond its reasonable control (“Force Majeure”) or which was not reasonably required to provide for, including but not limited to: fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labour shortages or disputes, embargo, defects or delay in delivery by sub-contractors.
9.2. The party who fails to perform its obligations must give notice to the other party of the impediment and its effect on its ability to perform the contract obligations.
10.1. If for any reason a court of competent jurisdiction or other competent body finds any provision of this CGV to be invalid or unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the Parties, and the remainder of the Agreement shall continue in full force and effect.
Termination of contract or Order Form
11.1. AS Mechanical Technology srl shall have the right to terminate this agreement or any applicable Order Form upon written notice to the other party: (a) immediately upon insolvency of the other party, or (b) in the event of a material breach of the general terms and conditions or any of the clauses specified in the Order Form by the other party, unless the other party remedies to such breach within thirty (30) calendar days after being notified in writing of such breach.
12.1. General Conditions of Sale are settled in two or more languages each equally authoritative (art. 4.7. Unidroit Principles).
12.2. In any case of discrepancy between different language versions, preference will be given for the interpretation according to the Italian version, in which the contract was originally drawn up.
Venue of legal competence and applicable law
13.1. This contract and its interpretation shall be governed exclusively by Italian Law, with explicit exclusion of the 1980 Vienna Convention on the International Sale of Goods (art. 6 CIGS).
13.2. The Sole Venue for all disputes concerning the conclusion, performance and interpretation of the provision shall be the Court of Modena (Italy).