31 Agosto 2018
1) GENERAL RULES
1. The supplies made by SVI SpA (from now on the “seller”) to its customers will be regulated by the following “General Conditions of Sale”
1.2 The acceptance of the present General Conditions of Sale constitutes the waiver on the part of the customer of the application of his own purchase conditions.1.3 Any general condition of sale that differs from those already mentioned will be valid only if approved in writing by SVI S.p.A. with a supply contract or if established in the offer of the seller. Therefore, for anything not included or agreed in the offer, the present general conditions of sale are valid and, alternatively, the usual commercial practices between the seller and the supplier. In case the customer purchases the machine object of the offer through a financing leasing, the supply and payment conditions indicated in the offer and accepted by the customer will be valid also for the leasing / financing society and under no circumstances can be changed.
2) PRICES AND CONFIRMATORY DEPOSIT
2.1 The prices will be those contracted in the offer and do not include charges that are not specified in the same offer. In case variations of costs not attributable to SVI S.p.A occur, SVI S.p.A. reserves the right to modify the prices.
2.2 The payment of the supply will take place at SVI S.p.A according to the contract, by bank transfer, in the manner and times provided for by the offer, unless otherwise specified in writing.
2.3 SVI S.p.A. will proceed with the order only after the down payment / deposit established by the offer. The down payment will constitute the advance on the price of the machinery and also the confirmatory deposit under Article 1385, paragraph 1 of Civil Code. In case of default of a client and/or termination of the contract on the part of the buyer, SVI S.p.A could seek damages from him, in addition to hold the confirmatory deposit under Article 1385, paragraph 1 of Civil Code.
3) DELAY IN PAYMENTS
3.1 In case of delay of payments in respect of the agreed payment terms, SVI S.p.A. will apply automatically the default interests according to the form and measure provided for by the articles 4-5 of the Legislative Decree 231/2002 and the D.L. 5 of May 2005, 51.
3.2 In case of delay of compliance on the part of the buyer (the down payment and the adequate payment guarantees included), the seller will have the possibility of doing the following actions:
- to suspend in part or totally the execution of ongoing orders at the date of the default without the possibility for the buyer to ask any type of compensation;
- to withdraw the agreed deferment of payment. Therefore, all the claims SVI S.p.A has on the buyers will become immediately due.
3.3 In case of delays in payment, SVI S.p.A. will not be obliged to carry out repairs during the period of guarantee as follows.
4.1 With the exception of what it has been agreed in writing with the order, the transport will be always at the buyer’s risk and expense.
4.2 In case SVI S.p.A. is the company in charge of the transportation according to the contract, it will choose the most suitable modality according to itself. Also in this case, the good will travel at the buyer’s own risk.
5.1 The delivery schedules fixed by SVI S.p.A. in the offer have to be considered as indicative and do not legally bind the seller, unless it has been agreed differently in writing. Under no circumstance, possible delays on the part of SVI S.p.A. will give the buyer the possibility to ask for compensation and / or termination of the relationship between buyer and seller.
5.2 Anyway, SVI S.p.A. is not responsible for possible delays in the deliveries in the following cases:
- unforeseeable circumstances or force majeure, shortage of raw materials, restriction of energy resources;
- delays attributable to the buyer, even when the communication of details for the correct execution of the order is not issued, or issued late;
- failure to respect the payment conditions, according to articles 1460 and 1461.
6. AGREEMENT FOR RETENTION OF TITLE
6.1. The seller reserves the right on all the goods until they are totally paid, according to article 1523 and ss. cc. The buyer becomes the owner only when the payment is done in full, either in instalments or in a single payment, according to what it has been established in the offer.
6.2 Since the delivery of the goods and materials, the buyer is responsible for all risks and dangers. Therefore, in case of theft, damage, fire, damages to people or things, and in any other unforeseeable circumstance or force majeure, the buyer shall be obliged to compensate the seller for everything is due until that moment. The buyer allows the seller to check the state of the goods, until the payment is done in full.
6.3 The buyer will not be able to,
alienate, donate, exchange, pledge or seize, give in use or rent or in any way alter or bind things purchased until full payment of the price, without the prior written consent of SVI S.p.A
6.4 The buyer commits himself, at his own expense, to fulfill all the necessary formalities requested by SVI, such as to subscribe the present agreement of retention of title in the suitable register of the competent court and to communicate to the same court the possible movement of alienate goods according to the article 1524 of Civil Code.
7) TERMINATION OF THE CONTRACT
7.1 In case of total or partial breach of the contract, or of violation of the present general condition of sale, SVI S.p.A. is capable of cancelling the contract through simple written communication with the subsequent right to get in possession of the goods sold, whatever it can be the amount already paid by the buyer. In the meantime, SVI S.p.A. will have the possibility of collecting the amounts, as compensation for the use the buyer has done of the machine, with the exception of the right, on the part of SVI S.p.A., of compensation for damage. Alternatively, in case SVI S.p.A. does not want to make use of the aforementioned cancellation clause, it will have the possibility of declaring null the benefit of the payment delay given to the buyer and, therefore, it can be capable of requiring the prompt payment of the due amount.
7.2 In case of payment in instalments, SVI S.p.A. will be capable of terminating the contract following the non-payment of two instalments, even though they are not consecutive, with effect from the written communication to the buyer.
7.3 Moreover, SVI S.p.A. will be able to cancel the contract immediately, by simple written communication, in case the buyer declares bankruptcy or any other proceeding, in other words his financial conditions change so as to put into jeopardy the fulfillment of his obligation towards the seller.
8) ACCEPTANCE TEST – TECHNICAL INSPECTION
8.1 When the acceptance test or any other verification activity has to be carried out at the seller’s facility, it is the buyer’s responsibility to communicate in time the intention of attending the following activities at his charge. In this case, the buyer will have prompt communication of the place and date in which the technical inspection / acceptance test will be carried out. In case the buyer is not present, even though he has been notified about it, such activities will be effectuated in any case.
8.2 The expenses for the above mentioned activities, unless otherwise specified in the order, will be at SVI S.p.A. charge.
9) DOCUMENTATION AND TECHNICAL DATA
9.1 SVI S.p.A will give the buyer the machine documentation (manual of the vehicle, description and drawings). In case the buyer applies for his brands/plaques to be placed on the vehicle, these will be placed together with SVI S.p.A. logo and plaques, which must be always present. In case, for any reason, the vehicle is returned to SVI S.p.A, the company can give it to third parties, after having removed the buyer’s plaques, even though technical modifications requested by the buyer have been implemented.
9.2 The vehicles, the equipment and the materials comply with the UE normative, unless otherwise provided in writing. The weights are intended as indicated for information and are not mandatory for the seller, with the exception of supplies for which the price is linked directly to the weight.
9.3 SVI S.p.A. reserves the right to make non-substantial modifications to its products at convenience, by notifying the buyer about it.
9.4 In case the buyer suggests technical modifications to the project and/or to the drawings presented, such modifications must be accepted by SVI S.p.A. in writing in the order to become mandatory. The parties must also indicate the changes that such modifications cause to the price and the delivery terms of the goods previously established.
10) CONFIDENTIAL INFORMATION
10.1 The parties agree that “confidential information” stands for any documents, drawings, projections, data and estimate that refer to the parties and /or the companies linked to them, in other words all kind of technical information that derive from such documents directly or indirectly, which will be supplied in writing or orally.
11) CONFIDENTIALITY OBLIGATION
11.1 The parties undertake to consider the confidential information mentioned above as strictly confidential and not to spread it to subjects different from their administrators or employees without the written consent of the other party. The parties will have to inform their administrators and/or employees who learn the above mentioned information about the confidentiality of the same, and to commit themselves to respect the obligations towards the Parties. Any kind of use or non-authorized diffusion of the confidential information will cause the injured party to seek compensation for the damage suffered.
12.1 In case the acceptance test and/or the technical inspection and/or the test of the machine is carried out, the successful outcome of which exempt the seller from any responsibility for defects on the goods, the buyer is obliged to check the goods supplied as soon as they are delivered. The buyer has to communicate to the seller possible defects within 8 days from the delivery if they are obvious, within 8 days from the discovery of it if they are occult.
12.2 The seller guarantees the good quality of his materials and he commits himself to repair or substitute for free as quickly as possible in Italy and in the countries where the goods have been delivered the parts that present defects or imperfections in mounting (if they have been mounted by SVI S.p.A.). This at exception of defects caused by the normal deterioration or breakdowns, overloads beyond the limits imposed by the project, non-authorized interventions, unforeseeable circumstances or majeure force.
12.3 In case the intervention must be made abroad, in a different country from that of delivery, even though under guarantee, the travel expenses of the seller’s employee are at the buyer’s charge.
12.4 In case, for necessity, the machine must be delivered disassembled into parts, SVI S.p.A. will not ensure the guarantee as it is planned in article 12 and it will not be responsible for the assembly of components if the assembly will not be carried out by the same SVI S.p.A.
12.5 The guarantee is of 24 months from the delivery of the vehicles and expires at the end of this period, even though the goods have not been brought into operation, unless otherwise specified.
12.6 The interventions under warranty on the part of the seller is subjected to the conditions of sale and the payment modalities established with the offer. In case of failure to respect the payment conditions of the general conditions of sale, the seller is exempted from carrying out the intervention under warranty.
12.7 The interventions under warranty will be carried out at the buyer’s facilities, at the third parties’ facilities or where the vehicle is placed. For the interventions to be carried out in the place, the buyer shall have to supply the necessary equipment and auxiliary personnel to the seller.
2.8 The buyer declares that nothing will be due to him for the time during which the goods remain inoperative for the execution of the interventions under warranty, nor can he claim any compensation and / or indemnity of any kind and / or nature, expenses, indirect or direct damages , resulting from the aforementioned repairs or replacements.
12.9 The parts replaced to perform the warranty operations remain SVI S.p.A. property and must be returned to the same SVI S.p.A. by the buyer. Transports relating to the operations under warranty to be performed will be at the buyer’s expense and will be carried out at his own risk and peril.
12.10 The parts and the materials subjected to be continuously worn out are excluded from the warranty.
12.11 In no case may the terms of expiry and prescription provided for by the law be extended.
13) COMPETENT COURT
13.1 It is expressly agreed that any dispute arising between the parties following the interpretation, validity or execution of these General Conditions of Sale and related sales contracts will be devolved to the exclusive jurisdiction of the Court of Arezzo, including as far as any delivery in return of the goods and of anything else sold is concerned.
13.2 The applicable law to the present contractual relationship is the Italian one.
14.1 Any possible expense concerning the offer that will be concluded are exclusively at the buyer’s charge, otherwise expressed in the order.
15) CONFIDENTIALITY AND PRIVICY
15.1 The buyer allows the treatment of his personal data. The seller guarantees that all the information communicated to him will be managed with the most possible respect according to the law for the protection and respect of personal data. __________________, ___/___/___
Sign and stamp of SVI S.p.A. – Sign and Stamp of the buyer
Pursuant to articles 1341 and 1342 of the Civil Code, the buyer declares that he expressly accepts clauses n. 2 (Prices and confirmatory deposit), n. 3 (Delay in payments), 4 (Transport), 5 (Delivery), 6 (Agreement for retention of title), 7 (Termination of contract), 8 (Compensation for damages), 10 (Confidential Information) 11 (Confidentiality Obligation) 12 (Guarantee), 13 (Jurisdiction), 14 (Expenses) of these General Conditions of Sale.
Sign and stamp of SVI S.p.A. – Sign and Stamp of the buyer