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 Incoterrms 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. Through this consultation the
Vendor undertakes to provide the Customer’s assembly team with the necessary
information for correct assembly. All the costs for board, lodging, travel and
local costs for the specialised engineer(s) are the Customer’s responsibility.
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.