STANDARD CONDITIONS FOR SUPPLY
EQUIPMENT 1 - SUBJECT AND SCOPE OF APPLICATION OF THESE STANDARD
CONDITIONS 1.1
These standard conditions shall govern all
present and future contractual and pre-contractual relations
between parties concerning the supply of hydraulic components,
equipment and systems. They shall be coordinated with any special
conditions agreed in writing by the parties or inserted in the
Supplier’s written confirmation of acceptance of order.
1.2 - Unless specifically approved in writing by the supplier,
deviant general or special conditions included or referred to by
the Customer in his communications to the Supplier shall however be
deemed null and void.
2 - FORMATION OF CONTRACT
2.1- The supply contract comes into force upon
written confirmation of acceptance of order by the Supplier.
2.2 - However, if the conditions indicated in the Customer’s
order differ from those in the Supplier’s written confirmation, the
latter shall count as a new proposal and the contract shall be
deemed completed at the moment in which the Customer starts to
execute it or accepts the products supplied without express written
reservation.
2.3 - Every further Supplier’s offer shall be deemed valid
only within the period of time it itself states and exclusively for
the complete supply the offer rates.
3 - TECHNICAL DATA, DRAWINGS AND DOCUMENTS PERTAINING TO
THE SUPPLIES
3.1 - The data and illustrations resulting from
the catalogues, brochures, circulars or other illustrative
documents from the Supplier shall be of an indicative nature. This
data shall have no commitment value unless expressly mentioned as
such in the confirmation of order.
3.2 - The Supplier reserves the right to make any
modifications to his own products at any moment as he deems
appropriate, giving notice to the Customer if they affect the
installation.
3.3 - If the Customer proposes modifications so that it
becomes compulsory to implement them, there shall be full written
agreement between the parties on the variations which such
modifications may cause to prices and delivery periods previously
established. Moreover, the prices could vary in case the ordered
quantities should be reduced or the Customer should ask for a more
prompt delivery.
3.4 - The Customer shall expressly undertake not to use, for
purposes other than those envisaged in the supply contract, the
drawings, technical information and discoveries relating to the
supply which shall remain the Supplier’s property and which the
Customer shall not be able to deliver to third parties nor
reproduce without written permission.
3.5 - Should there be any particular normative law to respect in
the Country of destination of the Supply, the Customer is bound to
inform the Supplier before the stipulation of the contract.
4 - EXCLUSIONS
4.1 - Unless otherwise agreed in writing, the
plan of the system, the installation of equipment supplied, special
testing, manuals and trading courses, assistance with start-up and
all services and costs not mentioned in the Supplier’s written
confirmation of acceptance of the order shall not be included in
the supply.
4.2 - Likewise the costs of packing, taxes, stamp duties, customs
expenses, duties and any other extra expenses shall not be included
in the prices unless otherwise stated in the Supplier’s written
confirmation of acceptance of order.
5 - DELIVERY
5.1 - Unless there is agreement to the contrary,
the supplies shall be deemed to be goods supplied ex works, without
packing.
5.2 - With handover of the equipment to the Customer or carrier the
Supplier shall be released from the obligation to deliver and all
risks on the equipment itself shall pass to the Customer even in
the event where he Supplier is responsible for the despatch or
assembly for working.
5.3 - The delivery deadlines shall be regarded as an indication and
shall be reckoned in working days.
5.4 - Unless otherwise agreed by the parties, the deadlines shall
start to run from the moment of conclusion of the contract, unless
the Customer has to meet part of the price on an account basis
because then the elapse of the deadlines shall be suspended until
he has paid this.
5.5 - It shall be understood that the delivery deadlines are
automatically extended: 1) if the Customer does not supply in
reasonable time the data or equipment necessary to the supply or
requests changes during execution or, even, delays in meeting the
request for approval of the drawings or working diagrams; 2) if
causes independent of the goodwill and diligence of the Supplier,
including delays of sub-contractors, impede or render excessively
difficult delivery in the terms established.
5.6 - In the event the Customer is not in order with payments
relating to other supplies, the elapse of the deadlines shall be
suspended and the Supplier may delay delivery until the Customer
has paid the sums due.
5.7 - It shall be understood that the delivery deadlines are set to
favour the Supplier; the Customer may not therefore refuse to take
delivery of products before the date set.
5.8 - Unless prescribed under Art. 11 below, in the event of
failure to take delivery of products by the Customer for reasons
for which is he is to blame or, in any case, for a reason
independent of the Supplier’s goodwill, the Customer shall bear the
risks and expanses for their safe keeping.
5.9 - If the parties have agreed that, in the event of delayed
delivery, the Supplier is obliged to pay a sum as a penalty, the
Customer may not ask for sums in excess of the penalty as
compensation for damages suffered because of the delay.
6 - TESTING AND ASSEMBLY WORK
6.1 - Special testing which may be provided in
the written confirmation of acceptance of order shall be carried
out at the Customer’s expense on the premises indicated by the
Supplier.
6.2 - Assembly and working testing, if requested, shall be carried
out by the Supplier at the Customer’s expense as.
7 - PAYMENTS
7.1 - Unless otherwise agreed, payments shall be
made by the Customer within the terms provided in the written
confirmation of acceptance of order at the Supplier’s domicile or
with the Bank indicated by him: in the event of delay, the Customer
shall be bound to pay interest on arrears, in any case reserving to
the Supplier the option to request compensation for greater damage
suffered and termination of the contract as per Art. 11
below.
7.2 - Any disputes which may arise between the parties shall not
release the Customer from the obligation of observing the payment
terms and conditions.
8 - GUARANTEE
8.1 - The Supplier shall guarantee conformity of
the products supplied, which shall mean that they are without
defects in their materials and/or processing and that they
correspond to the provisions of the specific contract agreed to by
both parties.
8.2 - The duration of the guarantee shall be twelve months counting
from the delivery of the products and, for substituted products or
components, from the day of their substitution.
8.3 - Within this period the Supplier to whom the Customer has
reported in writing the existence of evident defects no later than
eight days from their delivery and the existence of hidden defects
no later than eight days from their discovery shall undertake, at
his choice, to repair or substitute free the products or parts
thereof which have proved to be defective. The return of not
conforming goods shall be always authorized in writing by the
Supplier and shall have to keep the original packaging.
8.4 - The substitutions or repairs shall as a rule be carried out
ex-works: the costs and risks for transport of faulty products
shall be at the Customer’s expense. However, if the Supplier, in
agreement with the Customer, deems it more appropriate to carry out
the necessary work for substitution or repair on the Customer’s
premises, the latter shall bear the travelling and accommodation
expenses of the technical staff made available by the Supplier and
shall supply all means and auxiliary staff requested for carrying
out the operation in the quickest and safest way.
8.5 - The guarantee shall cease whenever products have not been
correctly assembled or used, or have received insufficient
maintenance or have been modified or repaired without the
Supplier’s permission. Moreover, the Supplier shall not be held
responsible for the conformity defects of the products caused by
the ordinary wear of those parts which are normally subject to
continuous and rapid wear.
9 - LIABILITY OF THE SUPPLIER
9.1 - The Supplier shall be solely responsible
for the good operation of the hydraulic equipment supplied as
regards features and performances expressly indicated by himself.
He shall not, however, assume any liability for any faulty
operation of machines or systems made by the Customer or third
parties with hydraulic components from the Supplier even if the
individual hydraulic equipment have been assembled or connected
according to diagrams or drawings proposed by the Supplier, unless
such diagrams and drawings have been the subject of separate
remuneration, in which case the liability of the Supplier shall in
any case be limited to what is contained in the above/mentioned
drawings or diagrams.
9.2 - In any case, outside the strict and imperative cases provided
by current legislation regarding the liability of the Supplier, and
except what provided by the art. 1229 of the Italian Civil Code,
the Customer shall not be able to request compensation for direct
and indirect damage, loss of profits or production, nor shall he be
able to claim entitlement to compensation of sums in excess of the
value of the equipment supplied.
10 - RESERVATION OF OWNERSHIP
10.1 - The Supplier shall retain ownership of the products supplied until full payment of the price agreed.
11 - TERMINATION CLAUSE AND RESOLUTORY CONDITION
11.1 - The contract for supply shall be
terminated automatically, according to art. 1456 of the Italian
Civil Code, through simple written declaration by the Supplier that
he wishes to avail himself of this express termination clause if
the Customer: 1) omits or delays payments due; 2) delays or fails
to take delivery of the products in the times provided under art. 5
above; 3) does not fulfil the obligations of confidentiality
provided under art. 3.4.
11.2 - The contract shall be deemed terminated automatically if the
Customer is put into liquidation or is subject to any bankruptcy
proceedings.
12 - WITHDRAWAL BY AGREEMENT
12.1 - If the Customer reduces the guarantees ha had given or does not provide the guarantees he had promised, the Supplier shall have the option of withdrawn from the contract.
13 - LAW APPLICABLE
13.1 - Every supply contract entered into among the parties, even with foreign countries, shall be regulated by these standard conditions and governed by the Italian law.
14 - COMPETENT COURT
14.1 - For any dispute pertaining to the execution, interpretation, validity, termination or cessation contracts entered into between the parties, if the action is brought by the Customer, the Supplier’s Court exclusively shall be competent; if, however, the action is brought by the Supplier, as well as the Court of the Supplier himself, any other Court established by law shall be competent.
Date ..............................
The Supplier The Customer
