GENERAL SALES AND DELIVERY TERMS
1. Definitions
In the following sales and delivery terms:
“Seller” hereinafter stands for: SIPOL SPA, with registered office in Via Leonardo da Vinci 5, Mortara (PV), Italy, registered with the Chamber of Commerce of Pavia with Registration Number PV01669490037;
“Client” hereinafter stands for any physical person or legal entity which buys or is committed to buy products from the Seller;
“Goods” that are the subject of the delivery and of the sales contract;
“Order” hereinafter stands for the Client’s request of supply which specifies clearly at least the products and the quantities needed.
“Order Confirmation” is the document issued by the Seller to confirm the commercial and contractual terms of supply: the quantities, the packaging, the prices, the delivery terms, the forecasted delivery date, the terms of payments and eventual additional information.
“Contract” hereinafter stands for any contract or agreement entered by and between the Seller and the Client concerning goods ordered by the Client and confirmed by the Seller with the Order Confirmation.
2. Prices
Unless otherwise agreed in writing, prices shall be in Euro, FCA- Mortara (PV), Italy, as per Incoterms 2010.
If compliance of Contract becomes too onerous because of new external extraordinary and unforeseeable factors that determine an appreciable amount to Seller’s disadvantage, Seller is entitled to increase the price of the Goods still to be delivered. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by Seller from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums. Seller shall notify Client of such increase.
3. Retention of title
The goods delivered remain the property of Seller and may be demanded back from Seller at Client’s costs at any time until the purchase price has been fully paid. Invoice payments shall be carried out by the Client in the agreed upon way and under the agreed upon terms.
After expiry of payment terms the Client shall be considered to all legal effect as defaulting party without any further dunning letter and interests shall due as under Italian Leg. Decree No. 231 dated 9/10/2002.
4. Delivery
Delivery dates shall, unless otherwise agreed, not be binding. Unless otherwise agreed between the Parties, partial shipments and deliveries are allowed; every partial delivery or shipment shall be considered as a separate Contract.
No liability shall result for Seller from delay in performance or non-performance caused by circumstances which are beyond its control and unforeseeable at the time of conclusion of this contract such as, but not limited to, natural disasters, strikes, lock-outs, shortages of energy or raw materials, disruption of transport or official measures, delays of sub-Sellers, as well as by circumstances rendering performance uneconomic for the foreseeable future.
Such circumstances shall release Seller from its obligation to supply for the duration of such circumstances including its after-effects without subjecting it to any obligation to deliver at a later date.
5. Weights
All quantities and weights agreed shall be accepted with a tolerance of +/- 3%. Unless an official weighing is expressly required, the weight as determined by Seller shall serve as basis for calculating the price.
6. Conformity to specifications
On delivery and during the handling, use, processing, transportation, storage and sale of the Goods, Client shall examine the Goods and satisfy itself that the Goods delivered meet all contractual requirements.
Complaints about the Goods shall be made in writing and must reach Seller not later than twelve (12) days from the date of delivery in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery, and twelve (12) days from the date on which any other claim was or ought to have been apparent. In no event later than three (3) months from the date of delivery of the Goods.
Use or processing of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of the Goods.
A determination of whether or not delivered Goods conform to the agreed specifications for the Goods as stated in Seller’s Confirmation or, in the absence of agreed specifications, to the most recent specifications held by Seller at the time of delivery of the Goods, shall be done solely by analyzing the samples or records retained by Seller and taken from the batches or production runs in which the Goods were produced in accordance with the methods of analysis used by Seller.
Upon receipt of a notice of defect, Seller is entitled to suspend all further deliveries until the complaints are established to be unfounded and/or refuted or until the defect has been totally cured.
7. Warranty and liability
Seller solely warrants that on the date of delivery the Goods shall conform to the Specifications. If and to the extent Goods fail to meet such warranty, as shall be Seller may at its own option within a reasonable time either repair or replace the Goods at no charge to Customer, or issue a credit for any such Goods in the amount of the original invoice price.
Accordingly, Seller’s obligation shall be limited solely to repair or replacement of the Goods or for credit of the Goods.
Seller’s obligation to repair, replace, or credit shall be contingent upon receipt by Seller of timely notice of any alleged non-conformance of Goods. This warranty is exclusive and in lieu of all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise, including, without limitation, any warranty of merchantability, suitability or fitness for any purpose, or absence of infringement of any claim in any intellectual property right covering the Goods.
Under no circumstances shall Seller be liable to Customer or any other person for any kind of special, incidental, indirect, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profits, production failure, impairment of other goods or otherwise, and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise. Notwithstanding anything herein contained to the contrary, the liability of Seller for any and all claims for direct damages arising out of or in connection with the Goods and the Use thereof shall under no circumstances exceed the sum of Customer’s payments for the Goods that are the subject of the claim.
8. Seller’s advice to Client
Seller may advise Client to the best of its knowledge on the basis of research work and experience. However, any data and information that Seller so provides with respect to the suitability and application of the goods is without warranty, non-binding and shall not release Client from effecting its own tests and trials.
Client shall be responsible for complying with laws and regulations when using Seller’s goods.
9. Partial invalidity
If any provision of the contract, or the application thereof to any person or circumstances, to any extent, be invalid or unenforceable, the remainder of the contract and the application of such provision to persons or circumstances other than those held invalid or unenforceable, shall not be affected. The parties shall replace any such provisions with applicable and legally valid provisions which achieve the same purpose as the original purpose of the provisions being replaced.
10. Applicable law and jurisdiction
These general sales and delivery terms and the Agreement are interpreted and governed exclusively by Italian law.
The Court of Pavia shall have exclusive jurisdiction over any lawsuit which might arise between parties concerning to the interpretation, application and enforcement of the Agreement.
A copy of the official version in Italian is published on the website www.sipol.com and may be requested at any time by the Client.