1.1. These general terms and conditions of sale (hereinafter also referred to as "Terms of Sale") apply to all purchase orders ("Orders") for the supply of goods by Acciaitubi S.p.A. (the "Seller") to any buyer (the "Buyer"), confirmed by Acciaitubi S.p.A. with an "Order Confirmation". The Buyer and the Seller may hereinafter jointly be referred to as the "Parties". By signing these Terms of Sale, the Buyer expressly accepts that these terms of sale are applied to all subsequent deliveries of goods between the Parties and expressly waives the application of any of its own general conditions, which shall remain ineffective unless otherwise agreed in writing by the Parties.
2. ORDERS AND ORDER CONFIRMATION
2.1 Any order placed by the Buyer to the Seller shall be deemed irrevocable from the moment of its receipt by the Seller. The Order is subject to acceptance by the Seller. The acceptance of the Seller is expressed in writing with the Order Confirmation.
2.2 Any particular agreement contained in the Order that modifies, contrasts or contradicts any provision of these Terms of Sale shall be considered invalid and ineffective and shall not bind the Seller, unless express written acceptance by the Seller.
2.3 Unless otherwise agreed in writing between the Parties, the Seller reserves the right to cancel at any time partially or totally what ordered and then confirmed with the Order Confirmation, without having to justify such decision.
3.1 The price of each product is indicated from time to time on the Order Confirmation.
3.2 In the event of changes in transport and customs tariffs, raw material prices or other unpredictable events, the agreed prices may be changed during the course of a given supply where such a change exceeds 20% of the costs agreed at the time of the order. In such case the change will result in an integrated increase in such costs.
4.1 Payments will be made by the Buyer in accordance with the terms and conditions set out in the Order Confirmation.
4.2 In the event of late payment, once the payment term has expired, default interest as per D.Lgs 231/2002 are due. Acciaitubi S.p.A. has in any case the possibility to suspend supplies and terminate the contract pursuant to the following articles. 5.3 and 8.1.. In case the deadline for the payment is not agreed, default interest shall be due starting on the 31st day following the date of the invoice.
4.3 The place of fulfillment and payment is at the domicile of the Seller. Any drafts, bills of exchange and cheques issued to cover the price and the place of their chargeability shall not derogate from the above rules concerning the place of payment.
5.1 The delivery terms indicated in the Order Confirmation are purely indicative and are not binding, imperative or essential and can be modified by the Seller. The Seller shall not be liable for any delays in deliveries: therefore, contractual penalties or other right of delay may not be enforced due to the exceeding of the delivery deadline, nor shall the contract be deemed terminated.
5.2 It is the Seller’s right to make partial deliveries.
5.3 The Seller shall have the right to suspend deliveries in case of non-payment or late payment of the consideration by the Buyer, also in relation to previous and/or different supplies.
5.4 The Seller shall not be liable for any failure - not even for the delay and/or incorrect fulfilment - of the obligations provided for in the contract and in these Terms of Sale, if the failure was caused by events beyond its control, such as, but not limited to: declared and non-declared wars, popular uprisings, natural disasters, explosions, fires and destruction, boycotts, strikes and lockouts of all kinds, acts of the Public Authorities legitimate or not, epidemics, interruption of operation, lockdown, or procurement independent of the will of the Seller also abroad such as lack of raw materials, as well as any other possible cause of force majeure
5.5 Acciaitubi S.p.A. shall arrange packaging according to its experience and customary practice, and shall be explicitly exempt from all liability for losses and faults.
5.6 Unless otherwise agreed, the delivery of the goods is "EX WORKS- EXW" or ex-works Acciaitubi S.p.A.. Where a free carrier sale is specifically agreed, the goods will travel on behalf, at the full risk and expense of the Buyer. The means of transport and delivery route shall be the decision of the supplier, unless specific instructions are provided by the Buyer
6. COMPLAINTS – WARRANTY
6.1 The warranty on the goods sold by the Seller is one year from delivery.
6.2 The warranty does not apply if: (i) the defect is due to normal wear; (ii) the product is not used for the prescribed use; (iii) the product is not used following the recommendations and/or instructions of the Seller and/or the manufacturer; (iv) the product has not been properly stored or handled.
6.3 Upon receipt of the goods, the Buyer is required to examine them, carefully verifying the possible existence of defects. Any disputes must be sent in writing to the Seller, under penalty of forfeiture, within 8 days of receipt of the goods.
6.4 The Buyer, under penalty of loss of the warranty, undertakes to send in writing to the Seller all the information and documents required by the latter for the management of non-compliance, within 8 days of receipt of the Seller’s request.
6.5 The return of the goods must be previously authorized by the Seller. In case of authorization, the goods must be delivered FOC to Acciaitubi S.p.A. warehouses.
6.6 The guarantee obligation of Acciatubi S.p.A. is limited to a credit note and replacement of the goods. The Buyer, therefore, is not entitled to any reimbursement of expenses and the Seller will not be liable for any damage, direct and/or indirect, suffered by the Buyer and/or third parties, in relation to any defects of the products supplied, except in cases of consumer protection.
6.7 Acciaitubi S.p.A. welded tubes according to EN10255 and EN10217-1 are only Eddy Current tested and only according EN10893-1 and EN10893-2, according to the Norm specifications here detailed: ISO10893-1 and ISO10893-2
7. RITENTION OF OWNERSHIP
7.1 Acciaitubi S.p.A. shall retain the right of ownership - as per art. 1523 Italian Civil Code. - on sold goods until full settlement of the related price.
8.1 In case of non-payment of the consideration at the agreed deadlines, without prejudice to the right of the Seller to suspend the supply of additional goods pursuant to art. 5.3, the contract will be automatically terminated against a simple written communication from the Seller.
8.2 In the event of breach of even a single payment deadline, the Buyer will lose the right to pay in installments and the Seller shall be entitled to demand immediate payment of the entire remaining debt due, without prejudice to the right to terminate the contract pursuant to and for the purposes of art. 8.1.
9. LAW AND JURISTICTION
9.1 These Terms of Sale and/or the supplies relating to each Confirmation of Order shall be governed by the laws of Italy.
9.2 Any dispute relating to and/or consequent to the interpretation, execution and/or resolution of these Termos of Sale and/or supplies under each Order Confirmation will be devolved to the exclusive jurisdiction of the Court of Lecco. However, Acciaitubi S.p.A. will still have the right to refer the case to the Court of the Buyer.