GENERAL SALES CONDITIONS
Article1. General rules Any offer, service or contractual relationship between Agriexport or one of its Agents and the Customer will be subject to these general sale conditions (hereafter defined GCS) unless otherwise agreed or if they are in contradiction with products sale rules or local laws. They are defined as follows: Agriexport - "seller" sells to operators called "buyers" of "products" and "services", the "buyer sells products and services to" customers ".
Article 2. Duration a- these conditions of sale have an unlimited duration
Article 3. Application a- these GCS apply to all sales and offers made by Agriexport Srl. These GCS apply to any clause and general purchasing conditions concerning the products and services indicated below intended for professional operators whatever their business sector: - supply of spare parts; - services and technical information; - different commercial solutions;
b- the GCS are available at any time to those who request them.
c- seller’s products are in the catalogue.
d- the seller's contact details are as follows: Agriexport Srl- via Veneto 6 A / B - 46029 Suzzara (MN) Italy- VAT 00385780200
e- images, photographs or drawings have no contractual value and cannot be used against the seller by customers or third parties.
f- these GCS are automatically applied to any customer who has a contractual relationship with the seller even when no reference is made to it. the seller legitimately assumes that the customer has taken note of it unless the non-applicability is mentioned.
g- the seller reserves the right to write particular sale conditions related to a specific contract in the context of commercial negotiations.
h- the GCS can be changed at any time with 15 days' notice.
Article 4. Prices - Proforma Offers - Orders
a- sales are considered completed only after the order confirmation has been sent by the seller who will ensure the availability of the products at the same time. Any offer issued by the seller can be revoked at any time as long as the buyer has not accepted it. After sending a proforma by the seller, the buyer cannot be considered bound except for a written act confirming the order. The proforma has 10 days validity from its issue unless otherwise stated on the order confirmation or agreements agreed with the seller. Articles are supplied at prices indicated in the order confirmation sent to the customer, except for the application of article 3 considering the variable costs. Confirmation should not be transferred to third parties without the seller's express agreement. Except for agreements with issue and mandatory compliance with the tolerance, the dimensions, specifications and technical drawings are only provided as an indication. In the event of substantial changes, they will be subject to the buyer's agreement.
b- in case of order changes by the buyer, the seller is the only one who can accept them within the limits of his possibilities and at his discretion. Changes acceptance will be notified by written act to the buyer. Any changes requested by the buyer are considered only if written within the limits of the seller's possibilities and in his sole discretion. In any case, the changes will not be accepted unless sent to the seller 15 days before the date scheduled for delivery, after the buyer has signed a new specific order confirmation and after any changes in the price.
c- in case of cancellation (except in cases of force majeure) the seller will invoice an amount equivalent to 15% of the total invoice as a refund for the damage suffered. The cancellation is not considered accepted if received after 20 days before the expected delivery date. If the cancellation times are not respected, the seller will charge the whole invoice.
d- the seller issues the prices on the basis of multiple elements among which some are variable (the exchange rate, the cost of raw materials, labor and transport in force etc.). The seller reserves the right, in the event of increases linked to variable costs, to increase its prices upon presentation of a voucher. In the event that this clause is applied, for increases more than 25%, the buyer will have the right to refuse the order and the latter will be canceled. The prices communicated are Ex Works, packaging excluded. Customs and transport costs are at the expense of the buyer, unless otherwise specified in writing or specific commercial agreements. The buyer is aware that the VAT rates are subject to change based on the products ordered.
e- the buyer authorizes the seller to send the invoices corresponding to the orders in electronic format by e-mail to the address provided by the buyer at the time of the conclusion of the commercial contract.
Article 5 Standard payment conditions
a- The standard payment conditions are as follows: The total amount of each invoice must be paid in its entirety within 30 days of the issue date shown on the invoice, in one payment per invoice or in multiple payments provided that the date is less than or equal to 30 days. Payment will be made in the currency indicated on the seller's invoice.
b- the standard payment conditions can be changed under specific agreements indicating this specificity in detail. If all the specific features give rise to doubts, the GCS will be applied.
c- the seller can demand immediate full payment in the following cases: - Exceeding the payment due date; - In the event of a bankruptcy or other insolvency procedure, as well as debt restructuring procedures, seizure procedures, dissolution or liquidation for any reason or cease the actual business activity - If the physical buyer dies or in the case of a legal entity in the event of bankruptcy or liquidation. - If a request is made by the buyer or in his place to an agent to remedy the debt - In the case of seizure of the warehouse or the goods of the buyer - Financial or commercial dispute that could damage the seller's finances
d- in the event of unpaid, the buyer must first pay the collection and administrative costs related to the sale, then the interest related to delays and penalties and finally the remaining sums due. In this case, the late interest will be calculated on the basis of the legal interest increased by 4 points. It is agreed that each month started is due in its entirety. In order to cover collection costs, an additional penalty equal to 10% of the outstanding (including interest) will be applied with a minimum of € 300 (excluding VAT). The seller may claim additional damages and additional interest if the collection costs exceed this amount.
e- in case of non-compliance with these standard payment conditions, the seller reserves the right to cancel the delivery of orders in progress and not to apply any discounts applied to the latter.
f- in the event of unpaid by the buyer, the seller has the right to recover the goods delivered to the customer if they are still on the buyer's property
g- the seller owns the rights to all the products supplied until the total payment of these products. The seller may, if necessary, take back possession of the aforementioned products. In the event of a dispute, the ownership of the assets is prolonged until the final settlement of the dispute.
h- the buyer cannot assign any compensation for any penalties in the event of delivery delays, non-compliance of the products ordered and sums due to the seller. In general, the customer can in no case suspend payments in the event of a dispute, guarantee request or other reasons.
i- The seller will not be held responsible in case of loss or deterioration after the delivery of the products.
j- the seller, in order to protect himself from any risk related to the payment of invoices, can rightly demand advance payment of orders and link the delivery of products to the payment of invoices. The buyer undertakes to provide all the guarantees that the seller deems necessary to protect himself. If the buyer does not meet the required conditions, once deemed acceptable, the seller can end the relationship and the commercial agreements that bind them with full rights and make up for all losses suffered on the latter
Article 6. Deliveries - RISK transfer
a- the seller communicates the delivery times based on available information . The seller will do everything possible to ensure delivery within the agreed time frame. These do not constitute an obligation if they cannot be respected. In the event that delivery times cannot be met, the customer can cancel the order free of charge (except for shipping already made).
b- delays or suspension of delivery caused by the buyer or by force majeure are not the seller's responsibility.
c- orders may have partial deliveries. The payment methods indicated will apply to each partial delivery.
d- In the event that the seller takes care of the transport, the delivery will be considered as made at the time of delivery to the buyer, the transfer of risk occurs at this time. In the event that the buyer takes care of the transport, the delivery will be considered as made on delivery to the first transporter, the transfer of risk will be at this time. e- special agreements on modalities and costs excluded, the transporter in charge of products deliveries will be chosen and paid by the seller. Transport costs will be re-invoiced to the buyer with proof.
f- products delivery will be made to the address indicated at the time of the order. In case place of delivery is not indicated, delivery will be at the buyer's registered office.
g- the buyer undertakes to provide a person who has the power of representation for the reception of the goods. In the absence of the customer, the latter will provide a safe space for unloading the goods. Outside these conditions, the goods will be considered delivered on the instructions of the carrier.
h- in the event that the buyer has special packaging or transport needs, the seller must accept them in writing and these will be subject to additional billing. Article 7. Transfer of ownership The seller owns the products until the transfer of ownership. The buyer is therefore not authorized to sell the products ordered or to request the application of guarantees.
Article 8. Complaints
a-the buyer must check the conditions of the products at the time of delivery and make reservations within 48 hours of delivery (by fax or e-mail). In the absence of reservations, delivery will be considered compliant in terms of quality and quantity to the order.
b- the seller will not consider customer complaints that do not comply with the procedure described in point a.
c- the products delivered by the seller benefit from the same conditions that exist between the seller himself and his suppliers.
d- the seller will not grant any guarantee if the buyer has undertaken repairs on the products without the seller's agreement.
e- in the event of a complaint to the customer, suspension of payments due to the seller are not allowed . In the event of disputes, the customer must address his complaint no later than one week before the payment expires.
f- if the complaint is justified, the seller will do his utmost to respect his commitments and will replace the defective products in the event that repairs cannot be made.
Article 9- Warranty
a- The warranty applies to products delivered that cannot be used following defects regarding: material design manufacture the seller also guarantees the non-conformity of the products. As part of the warranty, the seller will only replace or repair the product. The warranty will not apply in cases of normal use, misuse, negligence, lack of maintenance, failure to comply with the manufacturer's instructions and in cases of force majeure.
b- to enforce the guarantee, the buyer has a maximum of 3 months after delivery to inform the seller. After this period the seller will not process the requests.
c- only the seller can request the return of the product to accept or reject the warranty. If the product cannot be returned due to logistical, cost or other proven reasons, the seller will send an inspector to the site to collect the information that will allow to judge the warranty claim. In case of replacement of the product, the warranty period is not extended.
d- the rights that allow the application of the guarantee are not transferable by the buyer.
Article 10. Responsibility of the seller
a- the seller is not responsible for the misuse of the products delivered or for a use other than the one they were designed.
b- the seller has no responsibility for any indirect damage, including loss of profits, opportunity revenue , customer or damage to reputation or expenses for product recalls. Furthermore, the seller has no responsibility for expenses, damages or losses that result from actions brought by third parties that the customer could suffer. The seller's liability in cases of claims for losses, damages or expenses of any kind, is limited to the total invoice to the customer for the order sent (excluding VAT).
c- the seller does not have an insurance company, it is agreed that the buyer has suitable insurance that covers any damage from third parties for items supplied by the seller. The buyer is solely responsible for his customers and guarantees the seller from all claims from third parties.
Article 11. Force majeure
a- definition: force majeure indicates unforeseen events, insurmountable and independent of a person will that prevent the execution of a contract totally or partially. The seller will not be held responsible in the event of events of force majeure such as: wars, government interventions, natural disasters, fires, floods, accidents, strikes, lack of means of transport, depleted stock and other reasons that may escape the 2 parts. The seller will inform the buyer as soon as possible in case of force majeure. In general, the seller will not be held liable in case of non-fulfillment of his obligations if the reason depended on factors independent of his will or without the possibility of control. Article 12 Jurisdiction and jurisdiction
a- these GCS and the purchase and sale operations that follow are governed by Italian law.
b- they are written in Italian. If they are translated into one or more languages, only the Italian language will prevail in the event of a dispute.
c- the application of the Vienna Convention relating to international sales of goods is expressly excluded d- disputes that could arise from these GCS will be submitted to the Mantua court