53
(M.COM.1.1 Rev.1 del 26/07/2012)
All sales entered into by Fourgroup S.r.l. (the Vendor) are to be governed exclusively by the following General Conditions of Sale.
Any clause or condition drawn up by the Buyer shall become null and void if found to be in conflict with the following conditions.
1. Quotes, orders and order confirmation
1.1.
Estimates issued by Fourgroup S.r.l., including the description, technical features and prices of the goods shall not in any case be considered as a
binding sales agreement, but rather a quote. The conditions set forth in said quote shall lose all validity and effect thirty days from the time they are
transmitted to the Customer, unless Fourgroup S.r.l. receives an Order from the Customer in the meantime.
1.2.
The Buyer’s Order must include indication of the quantity and name of the products required. Unwritten orders (required by phone or verbally)
have to be confirmed with a written reply by the buyer; otherwise Fourgroup doesn’t take charge of any kind of mistakes about orders proceeding.
1.3.
The mere sending of the Order by the Buyer shall imply that the Buyer has read and is familiar with all these General Conditions of Sale, which
shall consequently be fully accepted unconditionally and without restriction by the Parties.
1.4.
Buyer’s Orders only become binding for the Fourgroup S.r.l. after the latter has sent an Order Confirmation to the Buyer. The Buyer will totally
accept these General Condition of Sales, products quantity and prices, once two days have elapsed from the receiving of order confirmation even if the
buyer doesn’t send the same order confirmation stamped and countersigned to Fourgroup S.r.l.
1.5.
Information provided in catalogues, schedules and price-lists is not binding for Fourgroup S.r.l., which reserves the right to make any
modification whatever to its products and to prices thereof in view of which, the Fourgroup S.r.l. is to be considered bound only by such details as
appear in the relative Order Confirmation.
1.6.
Fourgroup S.r.l.’s catalogues have been drawn up with the utmost attention in order to ensure the accuracy of information, however, Fourgroup
S.r.l. declines responsibility for any errors or omissions contained in the same, as the Parties are only bound by the contents of Orders, Order
Confirmation and these General Conditions of Sale.
2. Conclusion of the contract
2.1.
The contract of sale shall only be considered as concluded with Fourgroup S.r.l.’s explicit acceptance thereof by means of the Order Confirmation
issued by Fourgroup S.r.l..
3. Prices
3.1.
The contract prices are those set forth in the Order Confirmation, and are to be considered as being for merchandise made ready by Fourgroup
S.r.l. “ex-works” (EXW), according to Incoterms (International Commerce Terms).
3.2.
Any amendment to the contract requested by the Buyer after its conclusion shall be null and void unless accepted in writing by Fourgroup S.r.l.,
specifying new terms of delivery, prices and terms of payment where applicable.
4. Delivery dates
4.1.
The terms of delivery stated on the Order Confirmation are indicative, without prejudice to Fourgroup S.r.l.’s undertaking to observe the same as
far as possible.
4.2.
In any event, given the indicative nature of the terms of delivery, Fourgroup S.r.l. shall in no circumstances be held responsible for any direct or
indirect damage to the Buyer on account of late delivery, unless shipment date has been guaranteed in a written way by Fourgroup Srl accepting an
agreement with dayly penalty clauses in case of delay.
4.3.
Fourgroup S.r.l. is entitled to postpone the delivery deadline or suspend the delivery of the contractual material, at its unchallengeable discretion:
a)
should the Buyer fail to observe the conditions of payment established or be late in fulfiling its contractual obligations (such as, by way of a non-
limiting example, the sending of advances, granting of guarantees, issue and presentation of credit instruments and other financial fulfilments)
including those relating to previous relations with Fourgroup S.r.l.;
b)
force majeure and like instances, such as, by way of a non-limiting example strikes, lock-outs or abstention from labour, epidemic, war,
requisition, fire, flood, processing incidents and stoppages and/or delays in transportation, blackout or inadequacy of power supplies and any other
event that cannot be attributed to Fourgroup S.r.l. or its suppliers;
c)
failure on the part of the Buyer to provide Fourgroup S.r.l., in good time, with any information it has undertaken to provide and necessary for the
supply and/or materials to be delivered.
d)
when amendments are made to the Order, even with Fourgroup S.r.l.’s acceptance;
e)
in the event of difficulties in procurement of raw materials.
In cases in which suspension of supplies or extension in delivery deadlines are due to causes that can be referred in any way to the Buyer (such as, by
way of a non limiting example, those cases set forth in the previous paragraph under points a, c and d), Fourgroup S.r.l. shall be entitled to claim
compensation from the Buyer for the damage suffered.
4.4
Delayed delivery shall not in any case entitle the Buyer to claim for compensation for damage.
5. Suspended or cancelled orders
5.1.
In the event of the Buyer’s suspending or cancelling an order, Fourgroup S.r.l. reserves the right to invoice the Buyer in respect of:
a)
the cost, calculated pro-rata, of materials utilized and of work accomplished in filling the order thus far. The merchandise in this instance remaining
at the Buyer’s disposal;
b)
increased expenditure ensuing to Fourgroup S.r.l. from the Buyer’s failure to settle, in addition to 20% of the difference between the order sum-
total and the amount previously arrived at by the application of point a).
6. Deliveries
6.1.
Delivery is usually understood as ex-works (EXW) at Fourgroup S.r.l.’s premise.
6.2.
Specifically, delivery may be said to have taken place, to all intents and purposes, with the sending of notice (which may simply take the form of
an invoice) either to the effect that merchandise is available for collection by the Buyer, or to the effect that it has been handed over to the freight
company.
6.3.
Once notice has been received that the goods are ready, the Buyer must swiftly indicate the name of the freight company, when appointed by the
same, which will collect the goods. The Buyer must also arrange insurance cover for transportation.
6.4.
In case of the late collection of merchandise made ready by Fourgroup S.r.l. for any reason whatsoever not attributable to lack of goodwill on the
part of Fourgroup S.r.l., the goods shall be considered delivered starting from the communication that the goods were ready for collection, with the
following consequences:
a)
Fourgroup S.r.l. shall be entitled to issue the relative invoice and claim fulfilment of the terms of payment established;
b)
Fourgroup S.r.l. may package, transport or store the material at the Buyer’s expense, without prejudice to its right to claim for any damage
suffered, including the costs for warehousing, keeping and storage of the goods.
7. Payment
7.1.
Payments must be remitted to Fourgroup S.r.l.’s place of business, and made in accordance with such conditions as are agreed; any remittance
made at location or in manner differing therefrom, may not be deemed valid and shall consequently not have a redeeming effect for the Buyer
7.2
In the event of late payment at the agreed deadlines, Fourgroup S.r.l. shall be entitled to charge penalty interest pursuant to Legislative Decree
no. 231 of 9th October 2002.
7.3.
Any claims or disputes give no right to the Buyer to suspend or delay the payment of invoices.
7.4.
The issue of bills of exchange, IOUs, drafts, cheques or any other form of payment or guarantee shall not cause any amendment to the contract
or any of the contract clauses (specifically, it shall not change the place of jurisdiction in the case of a dispute) and shall be exclusively considered as
aimed at facilitating the definition of the relationship, without having any novation effect.
7.5.
Advance payment to Fourgroup S.r.l. shall always be non-interest bearing.
8. Freightforwarding
8.1.
All transactions regarding transport, insurance, customs and excise, handling, and delivery are at the care,expense and risk of the Buyer, whose
22. GENERAL CONDITIONS OF SALE
