General Terms and Conditions of sale

Art. 1. General Provisions

• The terms and conditions set out below (the “General Terms and Conditions of Sale”) shall form part of all agreements executed between the Meccanotecnica S.p.A. (“MT” or the “Seller”) and the Buyer for the supply of the Seller products (the “Products”).
• The Seller reserve the right to change, integrate or vary the General Terms and Conditions of Sale.
• Unless otherwise specified, "Products" means any type of product that MT sells to the Buyer, be it machinery or spare parts.

Art. 2. Purchase orders.

• Each purchase order issued by the Purchaser, once accepted by MT according to art. 2 hereof, shall be governed by any possible specific sale conditions contained in the same purchase order as well as by these General Sale Conditions, which supersede and prevail on any previous and/or conflicting general sale conditions whatsoever.
• Any possible request for changes of the specific sale conditions contained in a purchase order shall be submitted by the Purchaser in writing, shall be received by MT within and not later than ten (10) days from the date of execution by the Purchaser of the relative purchase order, and shall be deemed as automatically rejected by MT if not expressly accepted in writing in the order confirmation.
• The Purchaser shall be directly and exclusively liable for any statements contained in its purchase order related, among others, to its personal and tax data; the Purchaser hereby undertakes to hold MT harmless and indemnified against any and all claims that third parties, including any public authorities, may raise against MT in connection with and/or as a consequence of such statements.

Art. 3. Irrevocability of the purchase orders and execution of the agreement. Right to withdraw from the agreement.

• Each purchase order issued by the Purchaser is irrevocable, pursuant to art. 1329 of the Italian Civil Code, for a period of one hundred and twenty (120) days from the date of its receipt by MT. Pursuant to arts. 1326 and 1352 of the Italian Civil Code, the agreement is deemed to be executed in Torre de Roveri (BG), solely after MT’s express and written acceptance of the purchase order has been delivered to the Purchaser.
  Once a purchase order has been accepted by MT as above stated, any possible amendments and/or additions and/or changes to said purchase order (even if relating to the range / quantity of the products ordered) shall be requested in writing to MT, and shall be deemed as automatically rejected if not expressly accepted in writing by MT within fifteen (15) days from the date of its receipt.
• The Purchaser hereby expressly acknowledges and agrees that in relation to each single purchase order, even after the execution of the agreement, MT shall at any time have the right to suspend and/or cease the manufacture of some products, as well as to substitute some models of the products with similar ones, as well as to modify their mix, their packaging, their denomination and their quantity, as well as to decide to use other marketing / distribution channels for some models of products. In any of such events, the Purchaser shall be timely informed in writing, through the confirmation of its purchase order or also subsequently, but all the above shall neither entitle him to revoke its purchase order and/or to withdraw from and/or to terminate the agreement, which shall remain binding for the Purchaser, having change what needs to be changed, nor shall entitle the Purchaser to claim for refunds, reimbursements, indemnities, damages of any kind whatsoever: the Purchaser hereby expressly and irrevocably waives since now any and all claims and objections in this regard.
• MT shall have the right to withdraw from the agreement executed with the Purchaser pursuant to art. 1373 of the Italian Civil Code, until the relative products have been delivered to the Purchaser: the foregoing without any liability whatsoever toward the Purchaser and without having to pay the Purchaser any amounts as consideration for such withdrawal right and/or for its possible exercise, or for any other reason whatsoever.

Art. 4. Prices and Payment.

• The Products’ prices shall be those listed in the pricelist in force and applicable at the time of the confirmation/acceptance by MT of the Purchaser’s order as per art. 2.
  The prices of the Products shall exclude any statutory VAT which shall be payable at the date of delivery or pursuant specific provisions included in the invoice.
• Taxes, duties, shipping, insurance, end user training, after sales service are not included in the prices unless separately quoted.
• All payments shall be made at MT’s domicile in accordance with the payment deadlines, which shall always be deemed mandatory, and with the modalities, terms and conditions indicated in the order confirmation. Any payments made to unauthorized persons and/or by unauthorized means shall be deemed as null and void and as never done, and consequently shall not release the Purchaser from its payment obligations.
• For any delay in the execution of any payment due by the Purchaser, (i) MT shall have the right to receive interest at the rate provided for by the Italian Legislative Decree no. 231/2002, unless the Purchaser gives MT suitable and documented evidence that the delay in the payment is not due to causes attributable to its fault, and (ii) MT shall have the right to suspend and/or not execute the deliveries of any other products ordered by the Purchaser, as well as to modify the payment’s terms and conditions originally indicated in the order confirmation, without prejudice to MT’s right to start any actions in order to protect its rights and interests.
• Interest for any delay in the execution of any payment due by the Purchaser shall automatically accrue starting from (i) the day following the expiry of the payment deadline indicated in the order confirmation, or (ii) the expiry of the deadline indicated in art. 4 of the Italian Legislative Decree no. 231/2002, if the order confirmation does not set forth any payment deadline.
• Furthermore, unless the Purchaser gives MT suitable and documented evidence that any possible delay in the execution of any payment is not due to causes attributable to its fault, pursuant to art. 6 of the Italian Legislative Decree no. 231/2002 the Purchaser shall also reimburse MT for all the costs and expenses borne by the latter for the recovery of any amounts not timely paid by the Purchaser: the foregoing without prejudice to MT’s right to claim for additional damages.
• Pursuant to art. 1462 of the Italian Civil Code, until the Purchaser has fully paid all the amounts due to MT, the Purchaser shall not have the right to raise any claims and/or objections in order to suspend or delay any payments; in particular, but without limitation, the Purchaser shall not have the right to raise the objections provided for in arts. 1460 and 1461 of the Italian Civil Code, or any objections arising from whatever claims and/or counterclaims of the Purchaser toward the MT.

Art. 5. Delivery and shipment of the Products.

• The delivery deadlines indicated in the purchase order and/or in the order confirmation are not mandatory, unless their mandatory nature is expressly and specifically provided for in writing in the purchase order and/or in the order confirmation.
  In the event that the delivery deadlines for the products are specifically indicated as mandatory, MT shall in any case have the right to postpone each delivery deadline, which MT cannot comply with for causes beyond its control, including causes of force majeure and fortuitous events, such as, by way of example and without limitation: strikes, lockouts, disorders, riots, earthquakes, epidemics, exceptional national or international events / facts, impossibility to stock in supplies of raw materials or to deliver the Products.
• Unless otherwise agreed by MT and the Purchaser in writing in the order confirmation, the Products shall be delivered “ex works” (Incoterms 2000).
• In the event of delivery “ex works” of the products and if the Purchaser appoints its own carrier: (i) any and all freight / shipping / carriage costs and expenses shall be exclusively borne by the Purchaser, including the costs and expenses for the possible insurance of the products, duties, customs and any other similar costs and expenses, and (ii) the products will be shipped / transported at the sole risk of the Purchaser which, consequently, in the event the products are lost, damaged, burnt-out and/or stolen – in whole or in part – as well as in the event of their unsuitability or non-usability due to any causes whatsoever, including acts of third parties and causes of force majeure, shall not be entitled to raise any claims against MT for any reason whatsoever in order to obtain refunds, damages, indemnities, reimbursements of any kind whatsoever.
• In the event the delivery of the products is not made “ex works”, all freight / shipping / carriage costs and risks shall be borne by MT and the Purchaser on the basis of the conditions of delivery agreed between the parties from time to time, it being understood that MT shall choose at its sole discretion the carrier for the delivery of the products to the place indicated in the order confirmation.
  If the products are shipped / transported, in whole or in part, at MT’s risks, in the event the products are lost, damaged, burnt-out and/or stolen – in whole or in part – as well as in the event of their unsuitability or non-usability due to any causes whatsoever, MT shall only substitute the products with identical or similar ones or, should said substitution not be possible, MT shall only reimburse the price of the products already paid by the Purchaser, it being understood that the Purchaser shall have no right to claim for any refunds, reimbursement, indemnities, damages of any kind whatsoever.
• In any case, pursuant to art. 1510 of the Italian Civil Code, in any of the events set forth in the preceding arts. 3.1 and 3.2, MT shall discharge from its duty to deliver the products to the Purchaser by delivering them to the carrier.
• In the event that the delivery deadlines for the products are specifically indicated as mandatory, MT shall in any case have the right to postpone each delivery deadline, which MT cannot comply with for causes beyond its control, including causes of force majeure and fortuitous events, such as, by way of example and without limitation: strikes, lockouts, disorders, riots, earthquakes, epidemics, exceptional national or international events / facts, impossibility to stock in supplies of raw materials or to deliver the Products.
• The products shall be packed according to commercial customs.

Art. 6. Failure to take delivery of the products.

• If the Purchaser refuses to take delivery of the Products at the place indicated in the order confirmation, the Purchaser shall be deemed in default from the date on which the delivery of the products has been offered, or the products have anyway become available, to the Purchaser. Furthermore, in the above said event MT shall have the right to suspend or to terminate the deliveries of the products even if related to different agreements/orders, as well as to change the payment terms and conditions originally provided for in the order confirmation, without prejudice to MT’s right to claim in order to protect its rights in any manner whatsoever.
• After fifteen (15) days from the date on which the delivery of the products has been offered, or on which the products have anyway become available, to the Purchaser, MT shall have the right to terminate the agreement for a Purchaser breach by means of a simple written notice: in such an event, MT shall have the right to dispose of the same products and the Purchaser shall pay MT, as liquidated damages-penalty pursuant to art. 1382 of the Italian Civil Code and without prejudice to MT’s right to claim for additional damages, an amount equal to fifty percent (50%) of the value of the purchase order, as well as the Purchaser shall reimburse MT for any and all the freight / shipping / carriage costs and expenses incurred by MT. MT shall in any case have the right to request the Purchaser to perform the agreement, without prejudice to MT’s right to be reimbursed for the costs and expenses incurred by MT for the deposit of the products until the Purchaser takes delivery of them, and without prejudice to MT’s right to claim for additional damages.

Art.7. Defects.

• Once the machinery has been delivered, MT and the Purchaser will verify the correct functioning in contradictory fashion, at the end of which a machine test certificate is drawn up. Any defects or defects must be indicated and reported by the Buyer in the test certificate. Any machinery for which no objection has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Buyer.
• The Purchaser shall check the quantity and the quality of, as well as the lack of any defects in, the spare parts the same day of the delivery of the same spare parts to the Purchaser. Any possible claims and/or complaints regarding the quantity / quality / defects / damages / nonconformities of the spare parts shall be communicated in writing to MT by registered letter with return receipt to be sent, in order to avoid forfeiture, within and not later than eight (8) days from the date of the delivery of the spare parts to the Purchaser.
• The notice must clearly specify and document the kind of the alleged defect.
  The Buyer agrees to make available for inspection the objected spare parts; such inspection shall be done by the Seller or by any expert designed by the Seller.
  Any spare part to which objection shall not have been raised in accordance with the procedures and deadlines set out above shall be regarded as approved and accepted by the Buyer.
• In the event of an objectively valid and grounded claim and/or complaint, MT shall only have the obligation to substitute the defective / damaged / noncompliant spare parts with identical and/or similar ones, it being hereby expressly excluded since now any reimbursement whatsoever of any direct and/or indirect damages possibly suffered by the Purchaser: the Purchaser hereby expressly and irrevocably waives since now any and all claims and objections in this regard.
• The Purchaser hereby expressly and irrevocably waives since now the right to raise any claims against MT in order to be held harmless by the latter, if consumers should raise claims against the Purchaser for possible defects in the spare parts as per art. 131 of the Italian Legislative Decree no. 206/2005.

Art. 8. Terms of Warranty.

• The Seller hereby represents and warrants for the period of 24 months from delivery that the Products shall be free from defect and shall comply with the technical specifications forwarded by the Seller.
• The warranty shall be valid only on the products used in suitable environment and for suitable applications in appliance with technical specifications forwarded by the Seller; every improper use of the products is forbidden.
• The warranty shall not be valid if the defect or not conformity will prove to be depending on not correct on not suitable applications of the product, or if the product has been incorrectly placed in operation. Any change or replacement of product parts, which has not been authorized by the Seller releases the manufacturer from any civil or penal liabilities and makes the warranty invalid. The warranty does not cover the normal products parts subject to consumption.

Art. 9. Limitation of Liability.

• Unless in case of justified objection which shall have been raised in accordance whit the procedure and deadlines set forth in Article 5 above, the Buyer shall not be entitled to any further rights or remedies. In particular, the Seller shall not be responsible for any compensation based on breach of contract or default, for any direct or indirect damage or loss of profit due to the use, the inability to use, or the incorporation of the Products in other products, unless under warranties granted in Article 8 or in cases of willful misconduct or gross negligence on the Seller’s part.
• The Seller shall do its best endeavor to deliver the Products within the time agreed (if any), but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products.
• Catalogues, price lists or other advertising matters of the seller are only an indication of the type of Products and no prices or other information contained herein shall be binding for the Seller. The Seller does not accept any responsibility for errors o omissions contained in its price lists or promotional matters.

Art. 10. Ownership of the products.

MT shall retain the ownership of any products ordered by the Purchaser until the latter has paid in full for the relevant price: the foregoing notwithstanding, any and all of the costs and risks relating to the products shall be transferred to the Purchaser in accordance with the principles set forth in art. 5 hereof.
On request of MT, the Purchaser shall execute all documents / agreements / deeds necessary in order to enforce MT’s ownership of the products against any creditors of the Purchaser’s.

Art. 11. Termination.

In addition to the specific provisions contained elsewhere in these General Sale Conditions, MT shall have the right to terminate the agreement entered into with the Purchaser forthwith, without having to forewarn and/or place in default the latter, by sending the Purchaser a simple written notice, if any of the following events should occur:

• the Purchaser becomes subjected to bankruptcy or to any other proceedings for the relief of creditors and/or voluntary winding up proceedings;
• any of Purchaser’s obligations undertaken under arts. 2.3, 4.3, 4.4, 4.6, 4.7, 5.2, 6.1, 6.2, 10, 12 and 13 are not fulfilled; in this case, the Purchaser shall pay MT, as liquidated damages-penalty pursuant to art. 1382 of the Italian Civil Code, an amount equal to thirty percent (30%) of the order value, without prejudice to MT’s right to claim for further damages, including without limitation the reimbursement of any freight / shipping / carriage / deposit costs and expenses borne by MT.
  
  

Art. 12. No assignment.

The Purchaser shall not – for any reason, in any manner, formally or informally, directly or indirectly, in whole or in part – assign and/or transfer howsoever to third parties the agreement entered into with MT.

Art. 13. Trademarks’ protection.

• The Purchaser hereby expressly recognizes and acknowledges that the any trademarks, signs, logos, names and other designations identifying the Products are regularly registered and are in the sole ownership of MT and, as a consequence, hereby undertakes:
  - not to use the above indicated trademarks, signs, logos, names or other designations in any forms, in any ways, by any means and for any purposes without having obtained the prior written authorization of MT and within the limits and the modalities provided for in such an authorization;
  - not to use advertising images which are the property of and/or are commissioned by MT without having obtained the prior written authorization of MT and within the limits and the modalities provided for in such an authorization.
• The documents, drawings, data and information (both in written papers and on electronic support) which should be delivered to the Client, are and remain exclusive property of MT, which also holds intellectual property rights, and constitute a support for a better representation of the product and are significant of the general performances of the product itself.
  The Buyer engages itself not to reproduce them, neither to disclose them to a third party, neither to keep them confidential, and he engages himself to undertake the proper precaution towards staff in order to grant the above protection.
• The Purchaser acknowledges that in case it should breach even only one of the provisions set forth in article 13., MT shall have the right not to execute the Purchaser’s order, even if already confirmed by MT.

Art. 14. Applicable law and exclusive jurisdiction. Election of domicile.

• Each order issued by the Purchaser as well as the relative agreement between MT and the Purchaser shall be governed solely by the Italian law, with the express exclusion of its provisions on the conflict of laws (norme sulla legge applicabile) and the Courts of Bergamo shall be the only and exclusive Courts having jurisdiction for any and all disputes that may howsoever arise in connection with said orders / agreements, with the express exclusion of any alternative Courts / venues.
• For the purpose of any communications and notices to be given under the purchase order and/or the order confirmation, as well as under the agreement possibly entered into between them, the parties hereby declare to be domiciled as indicated in the headings of the purchase order.

Art. 15. Effectiveness.

These General Sale Conditions shall become effective upon their signature by the Purchaser and shall remain in full force and effect until they are expressly amended, terminated or substituted by means of a written document.
These General Sale Conditions shall govern each and every order issued by the Purchaser to MT for the products.

Art. 16. Personal Data Treatment.

• Pursuant to art. 13 of the UE 2016/679, the Purchaser, by signing these General Sale Conditions, expressly declares and acknowledges the following:
  - its own common personal data will be treated, by hand and/or by electronic devices, with the object to perform the agreement entered into between the parties, including the management of credit recovery and disputes;
  - the optional nature of the data’s provision and the impossibility to enter into and give execution to the agreement in case of refusal to provide said personal data;
  - the said data may be communicated to public and/or private entities and to the other companies in the Group and/or to third party services companies and/or consultants appropriately nominated as managers of the treatment. - the rights as per art. 7 of UE 2016/679 are fully recognized and guaranteed by MT.
• MT declares to be the data controller of these personal data and that the updated list of its data processors is available at the registered office.

Art. 17. Final Provisions.

• The total or partial invalidity of any provision of the present General Terms and Conditions of Sale shall not affect the validity of the other provisions.
• The present General Terms and Conditions of Sale have been drafted in both Italian and English languages. In case of problems of interpretation, the Italian version shall prevail.