GENERAL SALES TERMS (G.S.T.)
These General Sales Terms
govern the supply by TECNO
POULTRY EQUIPMENT SpA
(hereinafter the “Vendor)
of its products and plant (hereinafter equally referred to as “Products” or “Plant”). All sales contracts for the Products/Plants to third parties (hereinafter the “Customer”) are governed by these General Sales Terms, unless expressly
exempted further to specific written terms from TECNO POULTRY
EQUIPMENT SpA, and these
terms are an integral and substantial part of each sales quotation, order and order confirmation.
The
contract is considered as concluded
when the Customer accepts the sales quotation from
the Vendor, further to returning it signed
in acceptance. Agreements between the Vendor or his representatives and the Customer will only
come into force further to explicit written confirmation. The Customer hereby accepts without reservation and waives all rights
to make any future claims, any technical
alterations or construction
solutions that are different from those indicated in the quotation or the
catalogues, which the Vendor may make
without any obligation for prior notice, when they
are addressed to improving
the productivity and efficiency
of the Products/Plant.
In
the case an order is cancelled, the Customer will pay a penalty of 15% of the cancelled order value, with the right of the Vendor
to claim any further damage in the event production has already begun.
Unless expressly indicated otherwise, the Vendor’s catalogues, quotations and technical documentation are purely for
information purposes.
2 – PAYMENT TERMS
The
payment terms are those indicated in the Vendor’s sales quotation, which are accepted by the Customer further to returning it signed
in acceptance.
3 – PREPARATION WORK
The
Customer must have all the necessary documentation, permits, general
and building licences as required by law and is fully responsible for this. The building work, electric
wiring, plumbing and all other work required to prepare for the installation of the plant are the
Customer’s responsibility.
The Customer must give the Vendor ample notification
should there be any delay in the site preparation
work to enable renegotiating
the delivery date, without prejudice
to the provisions in the last paragraph
of art. 5 herein.
4 – DELIVERY TERMS
The Product/Plant
delivery terms in compliance with Incoterms 2010 are those indicated in the
Vendor’s sales quotation, which is accepted by the Customer further to returning
it signed in acceptance. Should the Customer
indicate different delivery terms
from those given in the Vendor’s sales quotation, they must be expressly accepted in writing by the Vendor.
The
delivery terms are indicative and are not binding, and any delays will
not constitute the right to
resolve the contract nor any damage
claims by the Customer.
The
Customer is responsible for all risks and costs related to unloading, handling and storing the Products in a suitably protected location.
5 – ASSEMBLY
The
Vendor will assemble the plant only further to explicit agreement. In all events, the terms will be purely
indicative and not binding
for the Vendor.
6 – ASSEMBLY SUPERVISION
Should
agreement be made that the Vendor is responsible for assembly supervision, the
Vendor will inform the Customer of the hourly cost for one or more specialised engineers who are required for assembly
consultation and for all the costs for board, lodging, travel and local costs
for the specialised engineer(s) are the Customer’s
responsibility.
Through
this consultation the Vendor undertakes to provide the Customer’s assembly team
with the necessary information for correct assembly as per the dispositions of
the Vendor’s technical department. In
addition, the technicians shall have no responsibility with reference to Work
Health and Safety regulations and in consideration that the assembly team
provided by the Customer shall provide the services required following the Work
Health and Safety regulations issued by the Customer. In case of discrepancies
in relation to such safety regulations, the Vendor’s technicians shall inform
the Customer accordingly.
7 – TESTING AND INSPECTION
Once
assembly is complete, the Vendor will issue
a completed work certificate, and notify
the Customer that the plant is ready for testing and inspection and undertakes to perform this within a maximum of 30 days from the date that notification is sent.
The
technical test and inspection
means the technical-functional
test, and therefore the compliance
of the plant as specified in the order confirmation or in the initial quotation.
In
the event the Customer is not available
for the test and inspection within
the 45 days after the completed work certificate notification
has been issued, or does not send any
well-founded objections within 3 days after
testing and inspection, or unjustly refuses to sign the relative test and inspection
certificate, the test and inspection is considered as
waived by the Customer and
the plant is considered as accepted.
In all events, after fifteen days
from the date that the animals
are housed the plant is considered as
accepted. In the hypothesis
as outlined in this article, the Customer must promptly pay the part of the price agreed for the positive outcome
of the test and inspection.
8 – WARRANTY
The
Vendor issues a warranty valid for 12 months from the date the Products/Plant are delivered, and in the
case of assembly or supervision
of assembly from the date the plant
is tested and inspected or accepted, that covers the Customer for any faults in the Products/Plant caused by defects in the materials that are used. Unless agreed in writing between the Parties, the Vendor undertakes to solve any faults and defects in the Products/Plant which are due to the fault
of the Vendor, as long as said faults
and defects (i) are not due
to normal wear and tear, inappropriate use or incorrect
maintenance by the Customer,
and (ii) are notified to the Vendor
within 8 (eight) days from the date they are delivered, or the date they are detected if they
are concealed faults and defects.
The
Vendor is obliged to repair the faulty parts but
has the undisputed right to
decide whether to repair
the faults and defects or
to supply spare parts to replace them. The Customer has no right to demand resolution of the contract, and any damage will
only be refunded if it is
caused by a fault or serious
failing of the Vendor. Therefore, the Vendor is not responsible
for damages caused by working processes, production losses, lost income
or any other direct or indirect damage, special loss or damage that is
directly or indirectly suffered by the Customer or third parties.
9 – CLAIMS
Any claims about the Products/Plant or claims of breach of contract by the Vendor will not
give the Customer the right
to suspend or delay payments.
10 – FAILED OR DELAYED PAYMENT
In
the case a payment is fully or partly delayed, the Customer will pay the Vendor
arrears interest on the overdue amount in compliance with art. 5 of Legislative Decree
no. 231/2002.
In
the case the Customer delays
all or part of a payment,
the Vendor may suspend the delivery or resolve
the contract in the case this
breach involves more than one eighth
of the sales price, and will
have the right to retain any sums that
have already been received as
partial claims refund up to the value of the damage that has
been suffered, without prejudice to the Vendor’s right to claim any further damage
that may occur.
In
the case the Customer fails
to respect even one of the due payment dates, the benefits of the terms will automatically be annulled and the Vendor will have the right to demand payment of the entire price in full.
In
the case all or part of the payment
is due on delivery, assembly
and/or testing and inspection,
and these events do not occur or are delayed for causes and circumstances that are beyond the Vendor’s control, the Customer will pay
the price due on the date said
events were planned or could be reasonably forecast in the case
the aforesaid causes and circumstances did not occur.
11 – PROPERTY RIGHTS
The Products/Plant remain the Vendor’s property until the price has been
paid in full, and consequently
the Customer undertakes, in the event of being submitted to enforcement or conservation orders, to specify the property rights to the Bailiff who is
enforcing the procedure and to immediately
notify the Vendor.
12 – INTELLECTUAL PROPERTY RIGHTS
Any technical
drawings and documents that the Vendor gives the Customer during the quotation, construction, layout and installation
phases of the plant remain the Vendor’s exclusive property. Said drawings and documents may not be used,
copied, reproduced, transmitted or communicated to third parties by the Customer without prior written
authorisation from the Vendor.
Breach of this obligation will involve the application of a penalty of 20% of the price
for the plant in the quotation
and/or order.
13 – APPLICABLE LAW AND PLACE OF JURISDICTION
The sales contract is subject
to Italian Law and any disputes will be deferred exclusively to the Court
of Padua.
14 – MISCELLANEOUS
In the case either party does
not avail itself of the rights that are granted by one or more clauses in these
General Sales Terms it will not signify waiver of said rights, nor hinder the
subsequent expectation that they be observed.
Any claim of
total or partial invalidity, ineffectiveness or inexistence of any of the clauses in these General Sales Terms, or parts of the same, does not
make the other clauses in these General Sales Terms invalid.
Any communications
between the parties must be sent
in writing by registered letter with proof of receipt, by email or telefax, and will
become valid on the date they are received.
The
personal data provided by the Customer
will be processed in compliance with the Personal Data Protection
Code (Legislative Decree no. 196/03 and subsequent amendments and supplements), in a manner to guarantee the data security and confidentiality
as illustrated in the
Privacy disclaimer that the
Customer declares having read and accepted.