General sales conditions
1. SUBJECT: these general sales conditions,henceforth denominated “GSC”, exclusively regulate andgovernthebuy-sell transactionsbetweenTekcnoplastSrlandits customers,excluding any other agreementunless agreedin writing; theTerms & Conditionssupersedeany prior oral or written agreementbetween the partiesandmay be modifiedbyTekcnoplastSrlpursuant to and in accordance with Article 1341of the Italian Civil Code.The presentconditionsprevail overany other Customer purchase condition.
2. BROKERS AND AGENTS:Intermediaries and agentsdo not havethe power to bindTekcnoplastSrl; their offers aresubject to Tekcnoplast Srl approval. Tekcnoplast Srl retainsthe right not togive effect to anorderuntilithas given
3. TECHNICAL INFORMATION:technical information of products marketed by Tekcnoplast Srl shall be construed as indicative for normal use to which the products are intended.
4. GUARANTEE:TekcnoplastSrlwill be held responsible only forlegal guarantees. The Guarantee will benon bindingincase of improper useof the product, carelessness, negligence andmalicious damage.
5. LIMITATIONS OF RESPONSIBILITY: TekcnoplastSrl shall not be heldresponsibleforproduct conformityaccording to specificationsdisclosed inperiodic publications,on the websiteorotherwise presentedandpublished; Tekcnoplast shall not beinany wayheld responsible, to cite an example, for malfunctionsifnotdirectlyattributabletoitswillful misconduct orgross negligence.In no eventTekcnoplastSrlguarantees that the productsprovided aresuitable to the specificneeds of the customeror those of any third partyunless expresslyset outin the relevantpurchaseorder and approvedin the order confirmation.It is specified thatTekcnoplastSrl shall notberesponsibleforproduct defectswhentheseare attributableto:
– Materials provided by the customeror a third partyas indicated by the customer;
– Design errorsordesignwhensuch activitiesare carried out by Customeror a third partyindicated by the Client;
– Use ofequipmentspecified or deliveredby the customerorby third parties indicated by the Customer
– Production errorswhenthe process has beenspecified and validated by Customer;
– Different, prohibited, anomalousoratypical useof the product;
– Defectivestorage, transportation, storage or handling of the product;
– Normal wear and tear or deterioration due to events attributable either to the customer or toa third party;
– Failure to follow Tekcnoplast Srl recommendations,directionsorsuggestionsinrelation to themaintenance,preservation and use of the Product.
6. PRICES AND PAYMENT: Prices and discounts may be modified by Tekcnoplast Srl at any time and without prior notice. The method of payment will be: a) BANK TRANSFER IN ADVANCE for first purchases of new customers; b) Conditions to be agreed with existing Customers – the method of payment will be written on the invoice or order confirmation document sent to the customer. Advance payments paid by the Customer shall be considered as advances and do not constitute a deposit. In case of breach of contract by the Customer, Tekcnoplast Srl reserves the right to withhold advances on the account, subject to claim compensation for greater damage. The failure to pay within the invoice or debit note due date, the request for deferral of payment or any other event that results in the default of the Customer or the likely insolvency of the same, will cause forfeiture of the payment agreement terms, making each credit Tekcnoplast Srl has with the customer immediately repayable; in this case, also, Tekcnoplast Srl shall be entitled to suspend delivery of the undelivered products. Moreover, in case of non-payment or delay in payment by the customer, Tekcnoplast Srl is entitled to immediately and informally terminate any existing contract, without any compensation due to the Customer and by means of recorded delivery letter or fax. Tekcnoplast Srl also reserves the right to request compensation for any ongoing or undergone damages.
Any dispute between the Customer and Tekcnoplast Srl shall not, under any circumstances, give rise to the suspension of the payment of other invoices or of the non-controversial items on the invoice. The incomplete delivery of an order shall not entitle the customer to refuse the payment of the goods. In case of failure of payment within due date, whether in whole or in part, Tekcnoplast Srl may, without the need for a prior court order, take possession of the goods still with the customer and / or not yet sold, and the Customer undertakes to consent without raising objections. The Customer shall notify Tekcnoplast Srl, under penalty of compensation, of any damages, of any re-possession by a third party of products purchased from Tekcnoplast Srl and not yet paid in full. If the Customer fails to pay the supplies provided by Tekcnoplast Srl and/or if there are any changes in the economic/financial conditions of the Customer that make the payment of supplies burdensome and uncertain, Tekcnoplast Srl will have the power to issue bills of exchange drawn to cover its increased costs of credit, by giving notice to the Customer by recorded delivery letter. The Customer will ultimately be required to repay Tekcnoplast Srl all court costs, including Private Consultants’ fees, incurred to promote the legal action to recover their claims costs. In the event of non-payment of the product within the agreed timeframe, Tekcnoplast Srl will accrue a default interest rate equal to that foreseen by the Legislative Decree n° 231/02 relating to the period of delay. Tekcnoplast Srl shall be authorized to issue an invoice for the interest accrued on late payments and send it to the Customer.
7. SOLVE ET REPETE : Pursuant to art. 1461 of the Italian Civil Code, the Customer shall not impute any responsibility to Tekcnoplast Srl nor shall the Customer recede from the relationship in advance, nor free itself from obligations and in particular from the obligation to carry out the payment in the amount and terms agreed even in the event of: item not delivered or delivery delayed; loss, damage, deterioration, total or partial destruction or subtraction of the item; temporary or permanent ineligibility or non-usability of the same due to any cause, whether for obvious or hidden defects, whether original or occurred; item lacking the required qualities, failure to meet approved standards or non-compliance to safety or anti-pollution regulations, violation of exclusive commercial rights, repossession, requisition and the like.
8. DELIVERY AND METHOD OF ORDER EXECUTION: The delivery terms are approximate and non-essential. Tekcnoplast Srl reserves the right to process the order also by means of partial deliveries. Should the Customer wish to reject any partial delivery of the goods, the Customer must declare it in advance in writing. Tekcnoplast Srl reserves the right not to accept a Customer’s order containing the explicit request for dispatch and delivery of full order. In this case, the acceptance of the order by Tekcnoplast Srl will be considered binding only if made in writing.
In the event of the impossibility of delivery of the ordered goods or delivery is more costly due to causes beyond control, Tekcnoplast Srl may cancel the order by means of a simple written notice to the Customer. Should the Customer decide to terminate the contract due to a delay in delivery, the Customer must invite in writing Tekcnoplast Srl to process the partial or whole order, within a reasonable period of time of not less than 15 days. The contract will be terminated if Tekcnoplast Srl has not effectuated the delivery within the assigned timeframe.
Unless the customer has previously indicated its intention to accept only the complete fulfillment of the order, as described above, under no circumstance can the Customer refuse or delay payment of the goods delivered on the basis of a partially dispatched order.
9. SHIPPING AND DELIVERIES: Sales will be made with Incoterms 2010 Ex Works Matera, for the effect the Customer assumes full risk and responsibility from the time of delivery of the goods to the carrier. No responsibility can be attributed to Tekcnoplast Srl for any defects and/or costs arising from transport.Tekcnoplast Srl is not responsible for any damage or loss, direct or indirect damages resulting from delay or non-delivery of the product.
10. COMPLAINTS: Complaints related to products delivered to the customer by Tekcnoplast Srl must be sent by recorded delivery mail within 8 days of receipt of goods or of the discovery of the defect if hidden, attaching a copy of the packing list, the invoice or delivery note, clearly stating the reasons for the complaint and attaching photographic evidence. Once that time has elapsed, the claim can no longer be accepted. If so requested by the Supplier, the Customer must return the product in dispute at their own expense. The Customer shall be obliged to examine the product on delivery in order to verify the presence of any defects. Once the period of 8 days from delivery has elapsed, the goods will be deemed intact in their entirety. Tekcnoplast Srl must be made aware of any complaints relating to invoices issued within 10 days of invoice receipt and by means of recorded delivery letter. Failing that, the invoices are accepted without reservation. No claim may, under any circumstances, justify the delay or non-payment.
11. RETURNED GOODS: Returned goods must be authorized in writing by Tekcnoplast Srl; if not approved goods will be returned to the sender with all costs incurred charged to the sender.
12. APPLICABLE LAW AND JURISDICTION: Each contract shall be deemed subject, although not stated herein, to Italian law. Any dispute concerning the interpretation, execution and termination of each contract will be subject to Italian jurisdiction and under the exclusive jurisdiction of the Court of Matera.
APPENDIX TO GSC
Except as covered above:
a. Moulds and manufacturing processes:
In the case of non-payment by the Customer, any equipment, moulds and any other production accessories supplied by the customer for the product realization may be held by Tekcnoplast Srl for the duration of the debt.
The equipment, moulds and anything else supplied by the Customer and designed by the same shall take into account the working methods normally used by Tekcnoplast Srl. Tekcnoplast Srl can debit any costs incurred for the design and construction of changes to production equipment or to manufacturing to the Customer, when such modifications are made in order to give substance to useful production efficiencies for the benefit of the customer. In this case the design changes will remain the exclusive property of Tekcnoplast Srl and the possible cost sharing shall not guarantee the Customer any right of use of intellectual property or of Know-How.
Tekcnoplast Ltd, unless otherwise specified in writing, may freely use the
equipment, moulds, and, in general, any work tool, even for productions different from that intended for the customer.
If the product is built on a design, mould or according to indications or information
provided by the customer, the same shall be liable for any breach of production processes, of industrial property rights and not, of third parties and is committed to indemnify and hold harmless Tekcnoplast Srl from any and all direct or indirect consequences that the availability or use, for any reason, of such information and/or equipment may directly or indirectly cause to Tekcnoplast Srl.
The customer will ultimately assume full responsibility or in any case shall indemnify Tekcnoplast, against all direct and indirect damages, all costs, including defense or legal costs including the fees of Professionals designated by the Supplier, that Tekcnoplast Srl will be requested to bear in the event of legal action.
According to Art. 13 of Legislative Decree 196/03
The processing of personal data, including sensitive data, provided at the time of the stipulation and execution of the general sales conditions abovementioned shall be used solely for the management of the agreement as well as for accounting and tax purposes. This treatment will take place at Tekcnoplast Srl headquarters in full
respect of the principles of necessity, correctness, lawfulness, transparency in the manner and to the extent necessary to carry out the above purposes.
The processing of personal data shall be made in writing and / or computerized by adequate means to ensure the security and confidentiality of the same;
The data, if necessary, may be disclosed to:
1. banks, financial offices, post offices;
2. shippers, carriers for sending documents and / or goods, etc.;
3. agents, contractors, employees, suppliers, and other professionals that may intervene in the execution of the contract;
The conferment of data is necessary for the management and execution of the Sales Agreement contract above and their absence results in the inability to fulfill the obligations arising therefrom;