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GENERAL CONDITIONS OF SALE
1) GENERAL INFORMATION 1.1. Definitions: “Seller“: Tommasin & C. S.r.l. company based in Veggiano (PD), Italy, via Lissaro n. 1; “Buyer” or “Customer“: the company that issues an Order based on a price list or an offer issued by the Seller; “Price list” or “Offer“: the document drafted by the Seller based on a written or verbal Buyer request, showing description, quantity, value of goods, as well as the basic information such as the date and the place of delivery, the agreed payment terms and the “General Conditions of Sale”; “Order” or “Supply Contract“: document issued by the Customer based on an offer received from the Seller or on the values of the Price List previously agreed between the Parties, and containing the General Conditions of Sale; “General Sale Conditions“: the set of rules and conditions established in this document, acquired by the Buyer with the acceptance of the Price List or the Offer. 1.2 The Supply will be considered subject to these General Conditions of Sale by both the Buyer and the Seller, unless a different written agreement (or side letter) is drafted by the seller during the order confirmation. 1.3 The order is intended as an irrevocable purchase offer which will be considered accepted by the Seller following the written order confirmation (also by email) or directly with the execution of the Order itself.
2) ORDER PROCEDURES 2.1 All orders must be submitted as written information, with all data needed for the correct identification of the Products and Services requested within. 2.2. The Buyer may request the cancellation or modification of the Order by written communication only before the order execution; in case the Seller has already purchased any raw material, the cost of the original order must be paid by the Buyer in the event that the Seller requests it. 2.3. The Seller has the right to refuse orders modifications or cancellations depending on the order progress, therefore any changes to the original order will take effect only following the specific acceptance by the Seller.
3) PROCESSING METHOD 3.1. Unless expressly indicated in the Price List or in the Offer, the goods – in relation to the type of heads – are intended to be cold formed, with a raw edge and with or without a spin hole depending on Seller’s discretion. 3.2. The initials of the types of goods (dished heads, cones, chamfers, etc.) – i.e. Te, T2 – mentioned in the Price List or in the Offer, refer to Tommasin denominations as reported on the company website www.tommasinfondi.it. 3.3. If not agreed or expressly requested, the Seller will consider the indicated thickness of the material as starting thickness and won’t guarantee any thickness after forming. On the contrary, it will be Seller’s responsibility to indicate the starting thickness of the plate. 3.4. In the case of subcontracted material, the Seller will give indications on the dimensions and any other technical characteristics useful for the correct production of the goods. 3.5. The Seller intends excluded from the supply everything that has not been expressly reported in the Price List or in the Offer (for example: material tests, heat treatments, tests, certifications or other processes). 3.6. The tolerances adopted by the Seller, unless otherwise agreed with the Buyer or regulatory applications, will be the following: (all measures are in mm)
4) PRICES AND PAYMENT CONDITIONS 4.1. Values expressed in the Price List and in the Offers of the Seller, except in case of a written derogation, have validity as reported in the document itself, after this term they will expire automatically. 4.2. The prices shown in the Price Lists and in the Offers are to be understood as net of VAT. 4.3. In the event that the Parties have adopted the use of a Price List, the values reported by the Customer in the Order must be those present in the Price List in force at the time of acceptance of the Order by the Seller, unless otherwise agreed in specific Supply Contracts. 4.4. Payments must be made within the terms established in the Customer’s Order and Seller’s written acceptance even in the event of delayed delivery or total / partial loss of the goods not attributable to the Seller. In the case of deferred payments, the non-payment of a single deadline implies the immediate entire payment of the balance pursuant to art. 1186 c.c. (Italian law). Checks, bills of exchange, drafts and bank receipts are considered effective payments only at the moment they are traceable into our bank account 4.5. In the event of delay with respect to the agreed payment terms, the Seller will automatically apply commercial penalties pursuant to and for the purposes of the Italian law 231/2002 4.6. In the event of late payments by the Purchaser and, consequently to the high or excessive financial exposure of the same, decrease in the assignment (insolvency risk) the Seller will have the right to: – cancel payment terms granted up till that moment to the Customer; – require either payment in advance or cash on delivery payment to the customer – request the Customer to present suitable guarantees (sureties, letters of credit, etc.); – suspend all or part of the orders in progress from the date of customer’s default – revoke any payment extension agreed with the Customer, making immediately payable all outstanding amounts and invoices
5) DELIVERY 5.1. The values expressed by the Seller about the delivery days are to be understood as working days from Monday to Friday, meaning five days per week, net of the Italian national calendar holidays. 5.2. The delivery time indicated in the Order is intended to be accepted if the Seller has not given different communications to the Buyer within (three) days from the arrival of the Order itself. In the event that the Seller has given several communications regarding the deliveries agreed with the Purchaser within (three) days from the Order’s arrival, the Buyer may decide whether to continue or cancel the Order itself. 5.3. The acceptance of the terms of delivery by the Seller remains however conditioned by the following actions: – actual date of transfer of the executed payment in advance – date of receipt of raw material sent by Customer to the Seller when the contract of supply requires this specification 5.4. The Seller is not responsible for any delivery delays in the following cases: – force majeure due to extraordinary weather events; – shortage of raw materials; – restriction of energy sources due to reasons which are external to the Seller; – missed or late sending by the Buyer of the essential data for the order execution – failure to comply with agreed payment terms by the Buyer also in respect of previous supplies (pursuant to articles 1460 and 1461 of the Italian Civil Code). 5.5. Delays in delivery attributable to the Seller may be subject to compensation/refund only and exclusively when penalties have been expressly agreed in the Supply Contract. 5.6. The Buyer must take in charge the delivery of the goods even in the event of partial or postponed deliveries to the agreed date. All costs generated by the rejection of the goods at their arrival will be charged to the Buyer.
6) RESPONSIBILITY AND FAULTS NOTIFICATION 6.1. Unless otherwise agreed in writing between the parties, the goods will be delivered ex works. The Seller, pursuant to art. 1510 paragraph 2 of the Italian Civil Code, is free from any obligation derived from the delivery at the moment of entrusting the goods to the appointed carrier, therefore the risk related to the transport is borne by the Purchaser. In case of carriage paid to, expressly agreed between the parties, the Seller will choose a trusted courier. 6.2. The Buyer, upon receipt of the goods, is required to check the quality / quantity with respect to what is indicated in the order. In the event of anomalies / defects found, he may not accept the delivery by immediately informing the Seller of the reasons for the refusal. 6.3. The Buyer must notify the Seller in writing within 8 (eight) days from the delivery of the non-conformities and defects found on the goods received. The complaint must include all data necessary to identify the batch delivered (order number, delivery note, invoice, etc.). 6.4. With respect to the provisions of point 6.3 above, the Seller may, in agreement with the Buyer in relation to the status and type of goods, proceed in the following different ways: – supply missing goods in case of error on provided quantity – repair or replace defective goods; – grant discounts on future supplies to compensate the damage caused; – issue a credit note and arrange the goods collection Any claim communicated beyond the terms expressly indicated in the General Conditions of Sale will not be taken into consideration and the goods will be deemed compliant in every aspect.
7) GUARANTEES 7.1. The Seller guarantees that the supply: – complies with the order specifications; – complies with laws and regulations in force; 7.2. The non-functioning of the overall system in which the goods will be inserted, will not be Seller’s responsibility since the seller does not carry out the assembly. 7.3. All warranty services will be suspended, without notice, in the event of insolvency or late payments by the Customer. 7.4. Seller and Buyer explicitly recognize the total value of the supply as the maximum limit of the Seller’s economic responibility 7.5. The Seller guarantees and certifies the compliance with all laws and regulations in force, including the legislative provisions issued by the European Community, the regulations in force concerning health and safety in the workplace, the quality of the environment, marking, etc.
8) CONTRACT RESOLUTION 8.1. In case of non-payment, total or partial, or violation of these General Terms and Conditions of Sale, the Seller will have the right to suspend the supply and the relative guarantees, as well as to immediately terminate the ongoing relationship. 8.2. The Relationship between the Parties is also understood to be resolved ipso-jure in the event of the Customer’s bankruptancy or other insolvency procedures provided for by law (transfer or sale of a company or business branch).
9) INTELLECTUAL PROPERTY AND PRIVACY 9.1. The Seller guarantees that the information and personal data communicated to it will be treated in full compliance with the Law in force concerning the protection and processing of personal data. At the Seller, the personal and commercial data relating to the Sales Contract will be collected and stored for the purpose of fulfilling legal obligations. In case of refusal to provide personal and fiscal data, the Seller will be unable to supply the requested supply. 9.2. The Buyer may exercise the rights referred to in art. 7 of Legislative Decree 196/2003. The owner in charge of data processing is Tommasin & C. S.r.l. – Veggiano (PD) via Lissaro n. 1
10) GOVERNING LAW AND JURISDICTION 10.1 The exclusive place of jurisdiction for disputes arising from the interpretation and application of these Conditions of Sale is the Court of justice of Padua. 10.2 The law applicable to the contractual relationship is the Italian one or the Community law in the event that it is specifically provided by the European Parliament.