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.
1 – CONCLUSION OF THE CONTRACT
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 TECHNICAL ASSISTANCE
Should agreement be made that the Vendor is required by the Customer to provide for Technical Assistance during assembly, the Vendor will inform the Customer of the hourly cost for one or more specialised technicians who are required for assembly consultation and for all the costs for board, lodging, travel and local costs for the specialised technician(s) that are the Customer’s responsibility.
Assembly operations shall be conducted under Customer’s own supervision and 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, sometimes and in limited circumstances providing direct assembly of parts for demonstrative purposes. In addition, the technician(s) 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. The assembly team shall be hired by the Customer, and in no event shall Technician or Vendor be responsible to organize, manage or direct the work of Buyer’s assembly team. In such respect, Customer shall, at any time, keep Vendor fully indemnified against any employees’ or third parties’ claims.
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 Technical Assistance during 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.
15 – PRIVACY
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.