31 Agosto 2018
1. Supplies made by SVI S.p.A. to its customers will be regulated by the following "Terms of supply".
Possible different "Conditions of the customer client" that contrast with these supply terms are not valid, except in the case of exceptions signed by SVI S.p.A. in the supply contract or established in the offer.
For anything not included in the contract-offer, the usual commercial uses between the customer and the supplier are valid.
If the customer carries out a leasing transaction, the conditions of supply will also be valid and binding for the leasing company.
2. Disputes between customers and supplier: the exclusive court of jurisdiction will be that Arezzo which will apply the contractual rules provided for by Italian law, unless otherwise agreed between the parties.
3. The prices will be those contracted and do not include charges not specified in the contract. SVI S.p.A. reserves the right to be able to vary prices, with the consent of the customer, if there are changes in costs that are not ascribable to the supplier.
4. Payments of the supply will take place in the manner and in the times provided contractually to the supplier’s domicile by bank transfer, unless by a different agreed form.
The customer must never defer payments beyond the envisaged deadlines.
On late payments, interest will be charged at a rate of 5% over the official discount rate.
5. The confirmatory deposit will constitute the entry into force of the contract and making of the advance payment, which may be attributed to the total sum in case of customer breach of contract, or retained by the supplier in the event of non-compliance, or unjustified unilateral withdrawal from the contract by the customer (without prejudice to the right to claim greater damages suffered by SVI S.p.A.)
6. “The reservation of title” applies to the goods supplied, in favor of SVI S.p.A., in accordance with Art. 1523 of the Italian Civil Code, and can never for any purpose be construed as any type of liens.
SVI S.p.A. SVI, in case of non-payment, will be able to recover possession of the goods and retain the sums collected as a lump-sum compensation for the damage suffered and for the costs and expenses incurred.
7. The delivery specified in the supply contract is indicative and respected as far as possible.
The terms of delivery start from the date of confirmation of the order or from the date of payment of the deposit.
The delivery date is changed if the customer has not fulfilled his contractual obligations such as:
- late payments/advance payments expected
- if the customer requests variations
- if the customer does not deliver on time any components of its supply
- if there are delays of supply by sub-suppliers
- if there are causes of force majeure
Delivery is intended to the workshops of SVI S.p.A., as required by Art. 1510 of the Italian Civil Code, unless otherwise agreed, even if the agreed price involves transportation by SVI.
However, if the delivery has not taken place because of the customer’s fault, this will be understood for every effect performed with a simple notification of “goods ready”.
8. The penalties that may be requested by the customer for "delayed delivery". This penalty will represent the maximum payment as compensation that the customer can claim from SVI S.p.A., excluding any compensation claim for damages resulting directly or indirectly from the delay in delivery.
The penalty may be a maximum of 0.3% of the net amount of the late part of the supply, for a whole week of delay with a maximum of 3% of the net contract amount. A possible request for penalties must be exercised in writing and the date of arrival of the communication will constitute the start of the calculation of the penalty, without admission of retroactive effect.
9. The information, technical data and documentation produced by SVI S.p.A. is compliant with the relevant EU regulations, unless otherwise agreed between the parties. Weights are indicative, unless the products are sold by weight and for information purposes only. SVI S.p.A. reserves the right to make non-substantial changes to its products sold, notifying the customer thereof.
Possible technical improvements to SVI S.p.A. produced by the customer and accepted by SVI S.p.A. will become assets of SVI S.p.A. without the customer being able to claim any privileges.
The documentation supplied to the customer is understood to be provided in Italian, unless otherwise agreed. All information, drawings, technical specifications, manuals, schematics and software of any nature and format referring to the supply/after-sales service/contract that will have been or will be provided in verbal or written form are confidential.
10. The obligation of confidentiality applies to all the strictly private information that exists between the customer and the supplier SVI S.p.A. and both undertake not to disclose or divulge to third parties who may be interested in obtaining confidential information. Any use or disclosure of confidential information, not authorized in writing, will give the injured party the right to obtain compensation for the damages suffered.
11. The warranty guarantees the supply for a period of 12 months from commissioning or at most 18 months from delivery and it ceases at the end even if the goods have not been used.
The guarantee by SVI S.p.A. remains subject to payment of the amount payable by the customer.
Any defects found by the customer on the product sold must be reported in writing within eight days of discovery, under penalty of forfeiture. SVI S.p.A. guarantees the good quality and construction of its products, engaging during the warranty period to repair or replace for free, in the shortest time possible, those parts that prove defective in terms of material, workmanship or assembly. Natural wear and tear, faults due to inexperience or insufficient maintenance by the customer, interventions carried out by the customer and not authorized by SVI S.p.A., due to accident or force majeure, are excluded from the warranty.
The work relating to repairs or replacements under warranty will be carried out, at the sole discretion of SVI S.p.A., at the customer's workshops/work sites or at the workshops authorized by SVI S.p.A. or directly at the premises of SVI S.p.A. in Lucignano (AR), according to the severity of the warranty repair. In case of warranty repair at the customer's workshops / work sites, this must provide at its own care and expense to the SVI S.p.A. personnel or to personnel authorized by SVI S.p.A. the necessary means and support staff. Nothing will be due to the customer for the entire period that the product remains inoperative for repairs / replacements under warranty. The replaced parts will be owned by SVI S.p.A. and they must be sent back to the same. On the parts purchased by SVI S.p.A. for the construction of its products, SVI S.p.A. recognizes the warranties granted to it by its suppliers. Under no circumstances, unless otherwise agreed, may the terms of the forfeiture of the warranty be extended.
12. The responsibility for products supplied by SVI S.p.A. is assumed by third parties, unless the damage derives from inappropriate or guilty behavior of the customer.
Any modifications, installations or exceeding of product performance by the customer will result in automatic forfeiture of the civil liability on the product. Any further warranties must be agreed between the parties.
13. Disputes will be governed by Italian law, while the Geneva International Sales Convention is not excluded. Jurisdiction is the responsibility of the court of Arezzo, while for international sales it is to be contractually established on a case by case basis with the customer.
14. Contractual withdrawal may be carried out by the client or by SVI S.p.A. at any time, without notice, if there is a change in the solvency of the counterparty, if the counterparty should be subject to insolvency proceedings, without prejudice to the powers of law due to the insolvency proceedings or if the confidence to obtain payment of the supplies is lost.
15. The safeguard applies if one of the afore-mentioned supply conditions is declared invalid. It will not affect the validity of the other conditions and the parties will replace the clause declared invalid with a clause that is as close as possible to the content of the clause declared ineffective.
READ CONFIRMED AND SIGNED
THE CUSTOMER SVI S.p.A.
According to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the customer declares specifically approving, after reading, the contents of the following points: 2; 3; 4; 5; 6; 9; 10; 11; 13; 14; 15.
READ CONFIRMED AND SIGNED
THE CUSTOMER SVI S.p.A.