General Terms and Conditions of Sale - Guarnitec srl

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General Terms and Conditions of Sale

1. General
1.1 These General Terms and Conditions of Sale will apply to all goods and services between the buyer ( hereafter known as “Buyer”) and Guarnitec Srl ( hereafter known as “Seller”)
1.2 In the event of special conditions or variations differing from the General Terms and Conditions of Sale, even for single consignments, the validity will be effective only upon confirmation expressly confirmed in writing by the Seller.
1.3 Unless otherwise expressly agreed upon in writing by the Seller, the General Terms and Conditions or differed conditions should be considered without defect or revoked by the Buyer in writing to the Seller.
2. Contract Formation
2.1 The conclusion of the contract between Seller and Buyer, unless contextually undersigned, becomes effective upon written confirmation from Seller of an order.
2.2 Written confirmation on behalf of the Seller containing new conditions or differed conditions of sale from those confirmed on the order confirmation prevail as a new proposal; in this case the contract is interpreted as effective the moment the Buyer gives execution of order or approves receipt of products without written reserve.
2.3 Offers made from Seller are only binding for the specified time indicated on the same and for the entirety of parts quoted on the offer. In the event of terms missing from the offer given by the Seller, the intended validity is not binding to the same once a 30 day period has passed from the date of transmission unless otherwise declared by the Seller.
3. Characteristics of the Products – Modifications
3.1 Any information or data relating to technical features and/or specifications of the Products contained in depliants, price lists, catalogues and similar documents shall be binding to the Seller only if they are expressly referred to in the contract.
3.2 The Seller reserves the right to modify the Products without altering their essential features if they feel necessary or suitable.
3.3 The Seller, at his discretion, may apply in addition to the price of sale a contribution for the production of moulds and/or tools on behalf of the Buyer. These moulds and/or tools will remain the property in each case exclusively of the Seller, unless agreed in writing between Buyer and Seller case by case.
3.4 Any Product modifications requested by the Buyer will have validity only if agreed in writing with the Seller.
4. Conditions and Time of Delivery
4.1 Transport of the goods is always the Buyers responsibility and liability, including payment of the transport even if agreed that the Seller directly arranges the transport on behalf of the Buyer unless otherwise agreed in writing.
4.2 Unless agreed otherwise, the period of delivery becomes effective at the conclusion of the contract; in the case of advanced payment the delivery will become effective once the agreed amount is submitted by the Buyer to the Seller.
4.3 Delivery dates given on the order confirmation and/or written correspondence are estimated delivery dates and nonbinding. Dates are strictly including working days.
4.4 In case of delay on behalf of the Seller within the confirmed delivery terms, the Seller shall give the Buyer, where possible, a new date of delivery for the products. Any delay caused by force majeure cannot be attributed to the Seller ( as defined in art.10) or by acts of omissions on behalf of the Buyer (e.g. the lack of indications which are necessary for the supply of the products).
4.5 In case of delay in delivery for which Guarnitec Srl is responsible, except in case of fraud or negligence on behalf of the Seller, no compensation may be requested for missed or delayed delivery of the product.
4.6 Delivery terms can be extended if the cause of the delay is the Buyer, in other words causes independent of will and diligence on behalf of the Seller.
4.7 In case of missing payment on behalf of the Buyer relative to other deliveries, the effective date will be suspended by the Seller until the Buyer has fulfilled the due amount.
4.8 All delivery terms have been established in favor of the Seller: therefore the Buyer cannot refuse to take in delivery the products before the confirmed date. In case of refused consignment of the products attributed to the Buyer, or in any circumstance against the will of the Seller, the Buyer will sustain all risks and expenses for their custody.
5. Terms of Delivery - Claims
5.1 Except otherwise agreed, the consignment of the goods will be Ex Works, even if it is agreed that the Seller will take care, in whole or in part, of the shipment.
5.2 In any case, whatever the consignment term agreed between the parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier.
5.3 Any complaints relating to packing, quantities, number or exterior features of the Products (apparent defects), must be notified to the Seller in writing, within 7 days from receipt of the Products. Any claims relating to defects which cannot be detected on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Seller in writing, within 7 days from discovery of the defects and in any case not later than 12 months.
5.4 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the products as well as payment of any other consignments.
5.5 Any rendering of the goods must first be agreed upon between the Seller and Buyer, in writing, including all communication between the parties by means of email or fax. In the event of rendering of the Products, both Products and packaging must be returned in proper form. For special order material the Buyer will in no way accept the return of the Products.
6. Prices
6.1 Unless otherwise agreed, prices are to be considered Ex Works, for Products packaging will be according to the usages of trade and with respect to the agreed transport means. It is agreed that any other cost or charge shall be the Buyers responsibility.
6.2 Unless otherwise agreed, delivery terms and costs do not include, taxes, stamps, customs costs or any other customs obligations.
7. Payment Conditions
7.1 Payments must be made within the terms and conditions mentioned on the order confirmation: any delay in payment will entitle the Buyer to pay interest, calculated according to the law, to the Seller, without legal notice and in any case give authority to the Seller to allow for the greatest loss and dissolution of the contract between the two parties.
7.2 If the parties have not specified the payment conditions, payments must be made, within 30 days from the date of invoice, by bank transfer. Payment is deemed to be made when the respective sum is at the Sellers bank in Italy. If it is agreed that payment must be backed by a bank guarantee, the Buyer must allow, at least 30 days prior to the date of delivery, a first demand bank guarantee, issued in accordance with the CCI Uniform Rules for Demand Guarantees by a primary Italian bank and payable against simple declaration by the Seller that he has not received payment within the agreed term.
7.3 If the parties have agreed on advanced payment terms, without further indication, it will be assumed that such advanced payment refers to the full price. Unless otherwise agreed, the advanced payment must be credited to the Sellers account at least 30 days before the agreed delivery date.
7.4 If the parties have agreed on payment by documentary credit, the Buyer must, unless otherwise agreed, take necessary steps in order to have an irrevocable documentary credit, to be issued in accordance with the CCI Uniform Customs and Practice for Documentary Credits (Publication n.600), notified to the Seller at least 30 days before the agreed date of delivery. Unless otherwise agreed, the documentary credit shall be confirmed by an Italian bank agreeable to the Seller and will be payable for sight.
7.5 If the parties have agreed on payment against documents ( documentary collection) payment will be, unless otherwise agreed, Documents Against Payment.
7.6 Unless otherwise agreed, any expenses or bank commissions due in respect to the payment shall be for the Buyer’s account
8. Warranty for Defects
8.1 The Seller guarantees that the Products delivered are free of defects, in material and/ or manufacturing and conform as exactly stated in the catalogue or as agreed upon between the parties.
8.2 The Seller is committed to remedy any defects, lack of quality or non-conformity of the Products for which he is liable, occurring within the twelve months from delivery of the Products, provided such defects have been timely notified in accordance with art.5.3 The Products replaced under the warranty will be submitted to the same guarantee for a period of six months starting from the date of replacement.
8.3 The Seller does not warrant that the Products conform to special specifications or technical features or that they are suitable for particular usages except to the extent that such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.
8.4 The Seller’s only obligation, in case of defects, lack of quality or non-conformity of the Products will be that f replacing the defective Products. It is agreed that the above mentioned guarantee (i.e. the obligation to replace the Products) is in lieu of any other legal guarantee or liability with the exclusion of any other Seller’s liability (whether contractual or non-contractual) which may anyhow arise out of or in relation with the Products supplied (e.g. compensation of damages, loss of profit, recall campaigns, etc..)
8.5 The Product guarantee is forfeited every time the Products are assembled or applied un correctly, have not received sufficient maintenance or have been modified or adjusted without authorization on behalf of the Seller. The Seller therefore will not be responsible for defects in conformity of products operating under standard working conditions.
9. Reservation of Ownership
9.1 It is agreed that, the Products delivered remain the Seller’s property until complete payment is received by the Seller.
9.2 The reservation of title is extended to the Products sold by the Buyer to third parties and to the price of such sales, within the maximum limits set forth by the laws of the country of the Buyer which regulate the present clause.
10. Force Majeure
10.1 Both parties shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control such as strikes, boycotts, lockouts, fires, war ( either declared or not), civil war, riots, revolutions, requisitions, embargos, energy blackouts, delay in delivery of components or raw materials.
10.2 Either party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the suspension of such force majeure circumstances.
10.3 Should the suspension due to force majeure last more than six weeks, the Seller has the right to terminate the Contract by presenting a 10 days advanced written notice to the Buyer.
11. Know-How Protection
11.1 The Buyer acknowledges his obligation that any information, technical or other, given by the Seller is strictly confidential. All proposals, plans, technical or commercial are the property of the Seller and shall not be shown or disclosed to any other bidder, and shall not be shown or disclosed to any third party or used by the Buyer. Any violation of this law will result in the Seller asking for due compensation to the Buyer.
11.2 The Seller shall be under no obligation or be held responsible for violation of confidential documentation, whether they be brand name and/or registered inventions given by the Seller; the latter will be held responsible and release all responsibility of the Seller from any third party intervention requesting compensation for this violation.
12. Resolution of Contract
12.1 The contract will be considered terminated under the law art.1456 c.c. with written notice on behalf of the Seller validating their wish to resolve the contract in case of:
12.1.1 Relevant and/or repeated delinquency on behalf of the Buyer.
12.1.2 Omitted or late delivery of Products on behalf of the Buyer
12.1.3 Violations of obligations under art.11
12.1.4 Protested or rejected payments, monitoring/continued procedures, ordinary and/or contributed on behalf of the Buyer.
12.2 In the case of point 12.1.4 the Seller, besides revoking the contract, can suspend all deliveries, without notice, of all Products, free of any obligations to return payments or partial payments already received.
13. Jurisdiction / Arbitration
13.1 All contracts or agreements between Seller and Buyer are regulated by the present contract General Terms and Conditions of Sale and applicable exclusively by Italian law.
13.2 The Buyer is responsible to inform the Seller , in pre contractual phase, of existing laws and/or regulations to be respected in the country of final destination of the Products.
13.3 For all legal dispute arising out of or in connection with this General Terms and Conditions of Sale shall be governed by and interpreted in accordance with the Court of Milano. Furthermore, as an exception to the principal here above, the Supplier, is in any case, entitled to bring his action before every competent court as established by law.
According to the provisions of the law art. 1341 and the following Civil Code, the Buyer declares to have read the General Terms and Conditions of Sale and to have expressly approved the following clauses: 3 Characteristics of the Products – Modifications; 4 Conditions and Time of Delivery; 5 Terms of Delivery – Claims; 7 Payment Conditions; 8 Warranty for Defects; 9 Reservation of Ownership; 10 Force Majeure; 11 Know-How Protection; 12 Resolution of Contract; 13 Jurisdiction / Arbitration.

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