Condiciones generales de venta

Cisaplast_General_Sales_Conditions Rev 01 del 01-09-15

GENERAL SALES CONDITIONS

1. Scope

1.1. The following general sale conditions (hereinafter «Conditions») apply to all contracts related to deliveries of Cisaplast S.p.A.'s products and based upon an Order and an Order Confirmation and stipulated between Cisaplast S.p.A. having its registered office in Suzzara (MN), via Polischi N° 3, Italy (hereinafter «Seller») and its customers.

1.2. Unless otherwise agreed upon in writing, all aforementioned contracts are subject to the Conditions, even if reference to the latter is not expressly mentioned, until possible General Sale Conditions replacing the Conditions are adopted.

1.3. In case of Customer's General Purchase Conditions, the Conditions will prevail.

2. Contract Stipulation

The Contracts are based on Orders and relevant Order Confirmations - see point 3. and 4.

3. Orders

3.1. The Orders shall be placed by the Buyer to the Seller in writing, by Fax or e-mail.
The Orders shall contain a clear description of the concerned Products as well as expressly report the item number, the quantity, the unit price, the total amount of the supply, the delivery date, method and place (Delivery Ex Works or to another destination, as chosen by the Buyer).

3.2. After five working days from the receipt by the Seller of the Fax or the e-mail message containing the Order, the latter shall be considered as binding.
In the event after five working days the Order is cancelled, the Buyer will be charged for the costs borne by the Seller until that time.

3.3. Possible cancellations of Orders shall be sent to the Seller in writing, by Telefax or E-Mail to be transmitted within the aforementioned period, under penalty of invalidity.

3.4. Buyer's Orders will be considered as binding by the Seller, when the latter sends Buyer a written order confirmation determining the whole contents of the Contract, by e-mail or Telefax.

4. Order Confirmation

4.1. The Seller will confirm the Order by sending an order confirmation to the Buyer, which shall not only report the acceptance of the concerned Order, but also an exact description of the ordered Product, the article number, the quantity, the unit price, the total price, the delivery date, method and place (Ex Works or to another destination, as chosen by the Buyer).

4.2. The Order Confirmation shall be sent by e-mail to the Buyer, within 5 working days from the date of the receipt of the Order.

4.3. The Order Confirmation shall determine the contents of the whole Contract. In case of discrepancies between the conditions reported in the Order and the ones reported in the Order Confirmation, the latter will prevail, but the Buyer is in this case entitled to back out of the Contract by informing the Seller about its decision, within the day after the day of the receipt of the Order Confirmation containing discrepancies, by e-mail or Telefax.

4.4. Moreover, the Seller reserves the right to reasonably modify the Products, in order to improve their performances, without notice.

5. Price

5.1. On selling of the Products, updated Seller's list prices being in force when the Order is transmitted to the Seller, will apply; such prices will also be reported in the Order Confirmation.

5.2. Unless otherwise agreed upon in writing, the prices are Ex Works (EXW – Incoterms 2000) - departure from Seller's factory in Suzzara (MN), via Polischi 3, Italy, or from other factory being stated in the Order Confirmation.

5.3. In the event a destination being different from the destination being mentioned by the Buyer in the Order is specified, the Buyer shall bear both freight & insurance costs.

5.4. Duties, taxes, costs and charges due to fulfil customs export, import & transit formalities shall totally be borne by the Buyer.

5.5. Should the Seller have grounds for being afraid the customer is not in a position to pay the goods he has ordered, the Seller is entitled to stop the delivery of the goods and demand additional assurances.

6. Delivery

6.1. The Seller will inform the Buyer about goods being ready to be shipped, by submitting a Goods Readiness Notification to the latter.

6.2. If the Buyer does not provide collecting the Products within 10 days from the date of the Good Readiness Notification, after 20 working days the Seller is entitled to charge the Buyer for storage costs. Moreover, the Seller is entitled to issue an invoice and beginning from the date of the latter, the time to issue the payment being provided for by the Contract will start.

6.3. By delivering the Products, a transfer of risk referred to a possible loss, perishing, wear, damaging, breakage of the Products from the Seller to the Buyer occurs and in such a case, the Buyer is not exempt from its obligation to pay the Price. In case the place of destination of the delivery is the place indicated by the Buyer, the Products travel at Buyer's risk, therefore the Seller disclaims all responsibility in case of a possible wear, damaging, breakage of the Products, occurred when the latter are in transit. Therefore, in the event the Buyer expressly asks Seller not to insure the Products, the Buyer is not exempt from its obligation to pay the Price.

6.4. The Buyer undertakes to check the packing before acceptance of the goods, in order to verify possible damages, breakage and/or faults of the Products and promptly inform Seller about them. In this connection, the Buyer can avail itself of its persons in charge of the loading and/or transport (in case of a delivery Ex Works) or unloading (in case of delivered to the place of destination being mentioned in the order). The acceptance of the packing will be considered as a positive verification result, i.e. a lack of the aforementioned troubles and consequently an acceptance of the packing/the contents of the latter, without reservation.

6.5. The delivery shall be carried out within the delivery time being reported in the Order Confirmation, with a tolerance of 5 (five) working days. Under no circumstances, the Buyer will be entitled to claim compensation for damages, in case of damage suffered by the latter and due to a delay in delivering the Products by Seller.

7. Payment

7.1. The payments will be in EURO.

7.2. Unless otherwise agreed upon in writing in the Order Confirmation, the payment shall be issued in advance.
In case of default on payment, the Seller will be entitled not to deliver. If within a thirty-day period, the payment is not issued, the Seller will be entitled to claim fulfilment or to rescind the Contract by sending a written seven-day notice to the Buyer; the Seller moreover reserves the right to claim compensation regarding the amount of the order.

7.3. In case the Contract provides for an extended payment and/or a payment to be issued after delivering and the Buyer has a delay in paying, the latter will be bound to pay delay interest equal to the official ECB discount rate marked up by five percentage points, to the Seller. After a fifteen-day delay with the payment, an acceleration of obligation might apply and in this case, the Seller may at its own discretion claim the immediate payment of the Price including the delay interest, or to rescind the Contract by giving a seven-day notice to the other Party to be sent to the latter by registered letter, and in any case, the Seller reserves the right to take legal steps and claim damages.

8. Warranty

8.1. The Seller assures that each new product/part being manufactured or assembled by the latter, does not show material/manufacturing defects. The Seller's duty arising from this warranty only includes repairing or replacement or payment to the Buyer of a compensation amount (at Seller's discretion), within a period, which shall not exceed 1 (one) calendar year from the date of the invoice issued to the Buyer. The warranty does not include the light bulbs. The Seller is entitled to claim returns of the faulty parts, before carrying out repairing of replacement of such parts.

8.2. We recommend neither to use economizers nor to utilize electronic controllers acting on the system. In case of utilization of such equipment, the warranty right immediately lapses and Cisaplast disclaims all responsibility in the event a malfunctioning occurs.

9. Ownership Reservation

9.1. The Seller has a property right on the Product supplied to the Buyer, until the Price is paid in full by the latter. Costs and charges related to possible returns of the Products shall be borne by the Buyer.

10. Liabilities, Claims and Complaints

10.1. In no case, the Seller shall be considered as responsible for damages, breakage or faults of the material, if the packing containing the latter has been accepted by the Buyer (or by Buyer's personnel) without reservation; for this reason, the Seller disclaims all responsibility in the event the above mentioned defects (or any of them) occur after the Buyer's acceptance.

10.2. The Buyer shall inform the Seller in writing about possible hidden defects, within 8 (eight) days from the date on which such defects come to light.

10.3. The Seller can decide to collect the Products being recognized as faulty,at its own expense, by sending a written request to the Buyer, who undertakes to co-operate with the Seller for such purposes.

10.4. The Seller is exempt from a guarantee against defects, in case of Buyer's carelessness in terms of a keeping and/or handling of the Products, or in case the Buyer has modified them.

10.5. The Seller disclaims all responsibility in the event the Buyer buys second-choice Products or, anyway, Products having a quality below the average, and expressly sold as such, and neither compensation nor indemnification may be claimed by the Buyer, to that end.

11. Force Majeure

11.1. The Seller is exempt from all responsibility, in case a fulfilment of its obligations hereunder is objectively impossible or unreasonably onerous due to reasons beyond Seller's control.

11.2. Reasons beyond Seller's control for example include but are not limited to: serious non-fulfilment by Seller's subcontractors resulting in a delay or stopping of the production process, strike, lockout, out-of-order machines due to troubles or power cut, acts of God, boycott.

11.3. In case the Seller intends to claim force majeure circumstances, he has immediately to inform the Buyer about his decision, in writing (notification of both beginning and end of the force majeure circumstances).

11.4. In the event the force majeure circumstance continuously goes on for a period exceeding 6 (six) months, the Buyer is entitled to back out of the Contract, without paying or claiming indemnification.

12. Anticipated Contract Cancellation

12.1. Each Party has the right to rescind the Contract, in case of serious breach of the Contract by the other Party. 12.2. In particular, the Seller may rescind the Contract with immediate effect, subject to written notification to be sent to the Buyer, in the event the latter is subject to bankruptcy or winding-up restrictions, or his possible insolvency can be supposed (in consideration of Buyer's statement of assets and liabilities/profit & loss statement).

13. Compliance

13.1 Cisaplast's Products are in compliance with the concerned rules being currently in force.

14. Applicable Law

14.1. These General Sale Conditions as well as the Contracts and single supplies of Products are subject to the Italian law.

14.2. Any dispute relating to the interpretation, fulfilment, rescission of both these General Sale Conditions and the single Contracts shall be settled by the Court in Mantua.