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Macchine Alimentari SRL general conditions of sale

Macchine Alimentari SRL

general conditions of sale


Art. 1 - GENERAL PROVISIONS AND DEFINITIONS

1.1. These general conditions of sale govern the relationships of sale, of all goods, between Macchine Alimentari SRL and its customers.

1.2. The contractual relationships are governed by these general conditions of sale. For issues that are not expressly covered herein, refer to the standards and Italian legislation in force.

1.3. In order for any change and/or exception to these conditions to be valid, it must be agreed or notified in writing.

1.4. These conditions replace and cancel all previous agreements existing between the parties.

1.5. For the purposes of these conditions, the terms listed below will have the following meanings.

Offer: this refers to the document prepared by Macchine Alimentari SRL and sent to the customer, which includes their details, product code and description, term of validity of the offer, any services, whether additional and/or accessory goods that the supply includes, the amount due, the expected delivery times and methods of payment. The offer must be accepted by Virtus, who will send confirmation of the received order.

Confirmation of the Order: this is the document sent by Macchine Alimentari SRL to the customer for acceptance of the received order with any differences in terms of quantity, price, delivery times, method of payment of the supply with respect to the initial offer.

Attachments to the offer / confirmation of the order: these refer to the documents that contemplate and govern specific aspects of the supply. This document, when applicable, is an integral and substantial part of the supply contract, together with the offer / confirmation of the order and general conditions of sale.


Art. 2 – DEFINITION OF THE SUPPLY CONTRACT

2.1. The offer prepared by Macchine Alimentari SRL is not binding in terms of price, quantity, term and possibility of delivery. The final purchase agreement is based on the confirmation of the order sent by Macchine Alimentari SRL.

2.2. Should the customer, following order confirmation (Confirmation of the order) request changes in quantity and/or quality of the supply, said changes will be subject to re-negotiation, and if the parties do not come to an agreement, they remain bound to the original order.

Any material (documents, technical data sheets, projects, drawings, etc.) that is furnished with the supply, without being specific to the said supply, is under the ownership of Macchine Alimentari SRL and cannot be used by the customer for purposes other than that for which it was provided and must not be duplicated and made available to third parties without due written authorisation from Macchine Alimentari SRL.

2.4. The parties agree that if the products that are the object of the supply present discrepancies with the technical specifications of Macchine Alimentari SRL's manufacturer, Macchine Alimentari SRL cannot be held responsible for the said discrepancies. These discrepancies must be documented in writing and made known to Macchine Alimentari SRL within 8 (eight) days of their discovery; Macchine Alimentari SRL will promptly clarify with the manufacturer of the device and fulfil the customer in terms of product function. Macchine Alimentari SRL's manufacturer is liable for the product and the equipment, and must supply a product that complies with applicable European legislation. Macchine Alimentari SRL is not held liable for damage caused by negligence or lack of skill during handling or bad faith on the buyer's behalf, nor if the goods themselves have been subject to repairs, changes or processing.


Art. 3 – DELIVERY AND SHIPPING

3.1. Delivery of the supply is considered to be at the Macchine Alimentari SRL warehouses or at the destination identified by the customer in the offer and confirmation of the order. For shipping with affiliated or other carriers, goods and products travel under the full responsibility of the customer and are guaranteed by the general conditions of the carrier. The customer is required to ensure that the packages are intact and that they match the quantity reported in the accompanying documentation. The average shipping times, depending on the distance, are between 2 and 5 working days, from the time the supply is handed over to the carrier, to arrival at its destination. The delivery of goods and products is always considered to be at the street level. For areas that are not served by affiliated carriers, Macchine Alimentari SRL reserves the right not to provide shipping.

3.2. Any anomalies to packaging (cuts, breakage, damaged or tampered packages, missing seals, etc) or discrepancies with the number of packages, must be promptly reported to the carrier, with the words "conditionally accepted pending checks and control". Any anomalies in quantity or contents of shipping must be reported exclusively in writing (fax, Certified E-mail or registered mail) when the goods are received. After this term, Macchine Alimentari SRL will not examine any pertaining reports.

3.3. Terms of delivery are only approximate, and Macchine Alimentari SRL in particular is exempted from the obligation of delivery if, due to force majeure or other events, production or supply is obstructed by, for example, shortages in the raw materials, complications with imports, strikes, holidays, insurrections, earthquakes, etc. Accordingly, Macchine Alimentari SRL accepts every order without the obligation of the effective delivery and without any liability to this regard. Macchine Alimentari SRL reserves the right to break deliveries up into several deliveries, even for single orders.

3.4. Any delays in shipping arrangements will be promptly reported to the customer, while Macchine Alimentari SRL is not held responsible for delays caused by force majeure, in accordance with art. 12 or failure to comply and/or oversights on the customer's behalf.

3.5. If, for any reason that can be attributed to Macchine Alimentari SRL, the delay in product delivery exceeds 5 weeks and this has not been reported by Macchine Alimentari SRL to the customer in writing, the customer has the right to terminate the supply contract immediately, for the order in question, according to art. 1456 of the Italian Civil Code.

3.6. The customer agrees to collect the product referred to in the order as promptly as possible, as soon as it is available in the arranged location, covering any expenses and fees set forth by the carrier in terms of delays in pick-up of the supply. If 7 days after the 'goods ready' notice has been delivered and the customer has still not collected it, the agreed terms of payment apply nonetheless.

3.7. The customer also waives his right to the possibility of demanding payment of penalties, reimbursements or compensation of any kind from Macchine Alimentari SRL in the case of failed or delayed product delivery in relation to the dates set forth in the confirmation of the order.

3.8. As an exception to art. 1464 of the Italian Civil Code, if the products were no longer conveniently available on the market, the customer waives the right to withdraw from the Contract and his obligation to pay according to the delivery terms remains, as delivery has already been carried out, without the right to any discount in price or compensation for damage of any kind

3.9. Any necessary returns of goods must be authorised by Macchine Alimentari SRL who will only process them if they are sent carriage paid, and under the condition of checking whether the complaint is applicable or not, before accepting them as definitive. Even if the complaint is accepted, Macchine Alimentari SRL will not be held liable for more than the value of the provided supply, excluding claims for any other type of compensation for any reason. Product replacements will only be accepted if the RMA (Autorizzazione al Rientro Merce - Authorisation for Returned Goods) form is sent, duly completed, and followed by authorisation by Macchine Alimentari SRL to send the goods for return.


Art. 4 - RETENTION OF TITLE

4.1. Ownership of the supply remains in the name of Macchine Alimentari SRL until all payments due are paid in full, pursuant to the following article (Italian Legislative Decree 231/02), and any other amounts due. Retention of title also applies until the payments are settled.

4.2. If the customer fails to pay, in full or in part, the amounts due by contract, by law Macchine Alimentari SRL has the right to regain possession of the product, the object of this supply, without prejudice to any other right. The goods are transferred through an express lien agreement in favour of Macchine Alimentari SRL (Italian Legislative Decree 231/02) (art. 1523 - 1526 Italian Civil Code). Sold goods accordingly remain under the ownership of Macchine Alimentari SRL until the agreed price and accessory expenses are paid in full. Macchine Alimentari SRL can also register the sold goods at the registry of the designated Court, charging the expenses to the buyer. The contracting parties agree that failure to pay or the delay of even a single instalment, the seizure or the confiscation of the goods in a location differing from the location of delivery, as well as failure to observe the agreements established herein, even partially, are considered "relevant facts" according to art. 1455 of the Italian Civil Code. If the buyer fails to fulfil the conditions set forth in the contract, Macchine Alimentari SRL can demand immediate payment of the outstanding amounts or collection of the paid instalments and confiscation of the goods, through legal action, wherever the goods are held. The demands pursuant to art. 1526 of the Italian Civil Code remain. The buyer is accordingly simply the depositary of the goods sold to him with a lien agreement: as a result, it is forbidden to sell, lend or pledge the goods or use them as a guarantee with third parties. Before any seizure or confiscation, the customer/buyer is required to inform the bailiff of the fact that there is lien in place, signed herein, and inform the selling company of these events within 24 hours. The buyer is not allowed to transfer the goods elsewhere.


Art. 5 - AMOUNTS DUE

5.1. In return for the supply of the product and the supply of any services and/or accessory goods, the customer will pay Macchine Alimentari SRL the amounts due set forth in the offer/confirmation of the order of Macchine Alimentari SRL. With advance payments or schemes that involve down-payments as confirmation, the supply can only be executed when the agreed sum is paid.

5.2. The amounts due do not include VAT, either in force or applicable to the product, expenses for insurance and transport, or any other expense that is not expressly set forth in the contract.

5.3. Payments must be made within the terms set forth by the invoice or confirmation of the order, without deductions. Different methods or terms of payment must appear on the invoice and/or confirmation of the order in order to be valid. Payments made through other methods or to individuals without written note for collection, do not exempt the buyer, who must nonetheless acknowledge the transfer of the right to collection. Any payment discount lapses if payment is not made according to the agreed terms; a tolerance of 5 days is applied. The interest rate agreed in the sales conditions for extended payments is adjusted to any increase in the rate for three-month interbank deposits. Eight days after the deadline, the selling company has the right to issue a sight draft. Penalty interest rates set forth for trade payments published by the Italian Ministry of Economy and Finance will apply to late payments, calculated from the date of the deadline, without granting the buyer the right to additional extensions. The amounts allocated for this purpose are charged with an invoice, for a sum that is payable immediately, even if a longer term of payment has been agreed on for the supply of the goods. If payment has been agreed in instalments, any delay in payment, even of a single instalment, will cause the right to any discount or incentive to lapse and makes the entire outstanding sum payable immediately. If there is any change in the net worth and financial situation of the buyer, Macchine Alimentari SRL reserves the right, at its own discretion, to suspend any existing supplies or demand suitable guarantees. Bank bills and authorised drafts issued by the buyer are considered as a simple payment by instalment and can never be considered a novation. Payments cannot be suspended for any reason whatsoever. If there are any complaints, the "solve et repete" clause must be applied, expressly accepted by the customer. If the customer does not pay one or more instalments or does not fulfil, including partially, the accepted obligations, Macchine Alimentari SRL is authorised:

  • To consider the contract as terminated "ipso jure";
  • To immediately demand the total amount due for the sold goods and
  • To request immediate payment of the entirety of the supplied goods, the payment for which still needs to be made.

5.4. Macchine Alimentari SRL reserves the right to refuse to continue with the supply of the product if the customer has previously been at default, if he is registered in the list of protests or subject to enforcement proceedings, if he presents a motion or is subject to insolvency proceedings as a business owner or legal representative of a company, for organisational reasons or for any other reason by which it is not convenient to terminate the supply contract.

5.5. In the case of delayed payment to Macchine Alimentari SRL, without the need to give formal notice and without prejudice to any other right, the interest according to Italian Legislative Decree No. 231/2002 will be applied, by the amount set forth in the aforementioned Italian Legislative Decree.

5.6. In all cases, there is no possibility for the customer to suspend, in full or in part, payment of the agreed amounts due to asserted non-fulfilment by Macchine Alimentari SRL


Art. 6 - PRICES AND PRICE LISTS

6.1. Prices: The selling company applies the valid prices at the time of delivery of the sold goods, according to the internal price list, that the buyer can consult at any time.


Art. 7- CONFIDENTIALITY CLAUSE

7.1. The parties agree to keep all "Confidential Information" that they have received during the course of the relationship as reserved and confidential, and accordingly not to disclose or broadcast it to third parties, also after the termination of any existing agreements between the parties. "Confidential Information" refers to all information of any nature referring to the object of the collaboration between the parties, who will exchange said information in any form (spoken, written, electronic, graphic, demonstrative, through examples, etc).


Art. 8 - LIABILITY

8.1. It being understood between the parties that Macchine Alimentari SRL, as the distributor of the product, does not hold any obligation outside of those set forth by the general conditions herein.

8.2. Save as expressly provided by the law, Macchine Alimentari SRL will not be held liable for damage of any nature incurred by the customer in relation to the supplies that these general conditions refer to, and specified in greater detail in the order or confirmation of the order.

8.3. In any case, Macchine Alimentari SRL is not in any way liable for damage due to causes that do not depend on its control or that are, in any case, attributable to negligence in terms of customer conduct, that are caused by or that depend on supplied products, due to hidden defects, manufacturing or material defects and/or non-fulfilment of the essential requisites and is deemed harmless and relieved of any request for compensation or damage made by third parties towards the customer and of any detrimental consequence deriving thereof.


Art. 9 - VARIATIONS TO THE CONDITIONS OF SALE

9.1. Macchine Alimentari SRL reserves the right to unilaterally change and amend the conditions of sale set forth herein, at any time, by sending a standard notice to the customer.

9.2. Said variations will be effective immediately.


Art. 10 - WARRANTY

10.1. Macchine Alimentari SRL guarantees that its products, referred to in this supply, are free of any material and manufacturing defects in conditions of normal application, installation, use and service conditions.

10.2. Any apparent or hidden defects affecting the products that this supply refers to must be reported to Macchine Alimentari SRL in writing within 5 days from the date of receipt, stating the discovered defect or anomaly.

10.3. Macchine Alimentari SRL can, at its own discretion: replace the defective product with an identical product, or repair the defective product without charging any additional expenses for the customer, or apply a reduction to the paid amounts, or reimburse the customer for the price paid for the non-compliant products.

10.4. It being understood that any complaints or disputes will not give the customer the right to suspend or nevertheless delay the payments of the products that are the object of the dispute, or other supplies for that matter.

10.5. If the reported vices, defects or faulty operation cannot be found or proven to have been found, Macchine Alimentari SRL will charge the customer for all appraiser's and accessory costs sustained for the inspection of the Products in question.

10.6. In any case the warranty does not apply if the product supplied by Macchine Alimentari SRL has been tampered with and/or presents unauthorised changes, if seals or serial numbers have been removed from the product, or if the defects have been caused by improper use, incorrect installation and/or handling, or the failure, on behalf of customer, its staff and/or third party staff, to observe the manufacturer's instructions.

10.7. All of the parts that make up the equipment, generally defined as material prone to wear, have a 12-month warranty, for sales made to dealer-customers. For sales to dealers, the warranty refers exclusively to the parts of the products/equipment and, accordingly, covers the supply of spare parts. Spare parts are shipped carriage forward. Any parts that are replaced under warranty will be invoiced, in any case, and when the faulty parts are received, sent back to Macchine Alimentari SRL carriage paid, following due controls on the discovered fault, a credit note will be issued. The warranty does not contemplate replacement of the equipment. Whereas, if the sale is made by Macchine Alimentari SRL to customers defined as end users the warranty covers a term of 18 months from the delivery of the equipment (which must not be affected/tampered with by others) with a warranty for the first 12 months of total coverage (parts, travel and labour free of charge, no call-out charge) and for the remaining 6 months, travel and labour costs will be charged, while parts are free. If activities carried out under the obligations of the warranty need to be provided outside of the Italian Republic, only spare parts are guaranteed for 18 months from the date of the invoice. Additional costs may be applied depending on whether the services are sub-contracted to local maintenance technicians. The buyer, excluding Macchine Alimentari SRL from all responsibility, is wholly responsible for the correct and appropriate use of the machine. In particular, the buyer is responsible for checking machine efficiency and, specifically, ensuring that all of the requisites set forth in the work-safety legislation subsist as well as observance of all regulatory standards and applicable laws for machinery use.


11. - TAXES

11.1 Any tax, levy or contribution applying to the contract, its supply or its amounts due, with the exception of taxes due by Macchine Alimentari SRL, will be paid by the customer.


Art. 12 – FORCE MAJEURE

12.1. Macchine Alimentari SRL will not be held liable for non-fulfilment of contractual obligations if this is due to an event (by way of example, fires, earthquakes, catastrophes, strikes, blocks in production and delays in deliveries from suppliers) outside of its control or not foreseeable on the date of writing up the Supply Contract.

12.3. If non-fulfilment continues to subsist for a period of more than 30 working days, the party that is unable to fulfil its obligations can terminate the supply contract through written notice to the other party, who cannot make any claims for damage or other contractual penalties.


Art. 13 – PRIVACY POLICY

13.1. Pursuant to and by effect of art. 13 of Italian Legislative Decree 196/03, the customer declares to have been informed of the subjects and of the methods and purposes of data processing and to know his rights according to art. 7 of Italian Legislative Decree 196/03.

13.2. By signing below, the customer also grants consent for Macchine Alimentari SRL to acquire, store, use and "process" the data that it will own, for promotional, sales, accounting and tax purposes connected to the sales and contractual relationships between the parties. The customer also authorises Macchine Alimentari SRL to send its data to qualified third parties, to fulfil obligations required by law and/or contract connected and/or deriving from the existing relationship with Macchine Alimentari SRL.

13.3. Pursuant to art. 13, Italian Legislative Decree 30/06/2003 No. 196, regarding the protection of individuals and other subjects, Macchine Alimentari SRL processes the personal data provided by Customers, Partners, Suppliers and third parties with maximum professionalism and in full observance of confidentiality according to Italian Legislative Decree No. 196.

13.4. The customer has the right to have his data updated, corrected, integrated, deleted, changed into an anonymous format or to block any data processed in violation of the law. The subject has the right to refuse, in full or in part, and for legitimate reasons, to have his/her data processed, pertaining to the purposes it was collected for, and without a reason for processing pertaining to sending advertising or direct sales material or to perform market research or sales communication. These rights can also be exercised, also through the mediation of an officer, by making a request addressed to the Privacy Manager at Macchine Alimentari SRL via registered mail to the Registered Offices or via Certified E-mail.

13.5. Data processing can be carried out with or without the use of electronic, and nonetheless automated, means and covers all of the operations set forth in art. 1, paragraph 1, letter a, Italian Legislative Decree of 30 June 2003 No. 196 and required for the data processing in question. In any case, data processing is carried out in observance of all measures aimed at guaranteeing safety and confidentiality.


ART. 14 – MISCELLANEOUS

14.1. Correspondence. For Macchine Alimentari SRL all correspondence mentioned in the general conditions herein refers to notices published in its own documents and in its websites, while, for the customer it refers to notices provided by the company, i.e. taken from certificates or public enquiries. The delivery address for the goods is considered as the customer's registered offices i.e. the address later given to Macchine Alimentari SRL by the customer. Correspondence is carried out in writing via fax, certified email or registered mail with return receipt.

14.2. Assignment of receivables. Macchine Alimentari SRL reserves the right to assign receivables to third parties deriving from execution of the contract; pursuant to art. 1407 of the Italian Civil Code, the customer grants its consent henceforth.

14.3. Partial validity. Any provisions that are considered invalid or ineffective will not invalidate the remaining parts of the contract.

14.4. Jurisdiction. All disputes pertaining to the relationships between the parties or regarding the supply contract, including disputes relative to its execution and/or interpretation and/or application, also originating from extracontractual actions, will be under the jurisdiction of the courts of Pavia, also with consolidation of actions or by summoning a third party in warranty.


ART.15. JURISDICTION

15.1. All disputes shall be subject to the exclusive jurisdiction of the court of Pavia and Italian law.