1) GENERAL TERMS.
a) Unless otherwise specifically agreed in writing whenev er an order is placed, this implies that Customer accepts our General Sales Conditions as detailed below and waiv es the right to apply of his own purchasing conditions which are not in agreement with these clauses.
b) No clause contained in orders or in correspondence we receive from our Customers shall be regarded as constituting a concession in respect of our General Sales Conditions.
2) INFORMATION CONCERNING PRODUCT, DESIGN WORK AND PROJECTS.
a) Any inf ormation concerning weights, prices, technical properties and other specifications for products being part of catalogues, brochures, advertisements, circulars, data sheets, price lists or otherwise could not be binding upon unless such informationfollowsfromaspecific agreement andis expresslyspecifiedtherein.
b) Our projects, designs and documents could never neither be passed or implemented or reproduced without our written consent.
3) OFFER AND ACCEPTANCE
a) Unless otherwise stated by POMETON S.p.A., all offers are v alid thirty (30) days f rom the their issuing date, no matter the date they have been sent to the customer. No obligation on offers made by our company will become official until it has been confirmedin writing.
b) Our prices are quoted ex-taxes and apply to goods packaged in our warehouses, unless otherwise agreed in writing.
c) Our prices are calculated in accordance with economic conditions enforceable on the dateoftheofferformulation; it is understoodthattheycouldbeoverrevisedevenduring the contract performance, in case of economical conditions enforceable at the time of deliv ery are changed as regards those enforceable at the time of the offer formulation.
d) In order to provide the quality of service, our customers expect f rom us and in order to meet some of the running costs incurred about small orders, all orders to a value which is less than the minimum stipulated at the time of acceptance of order, will be subject to aflat rate.
e) If some unf oreseen changes of costs f or raw materials, alloys, energy, exchange rates, duties, taxes or governmental charges would occur before delivery and since such 1 changes affect POMETON S.p.A. costs for supplied products, POMETON S.p.A. shall be entitled to adjust the price accordingly.
a) Products deliv ered shall be in accordance with POMETON S.p.A. specif ication or with other specif ication agreed in writing. The quantity of the products established by POMETON S.p.A. forms the basis f or invoicing.
b) In case POMETON S.p.A. has reason to question buy er’s solvency or ability to pay for ordered products, POMETON S.p.A. could request the prompt payment of the previous pending supplies, loosing the customer automatically the benefit of term (art. 1186c.c.); POMETON S.p.A. shall be entitled to demand thesupply advanced payment before the deliv ery of goods or, in alternativ e, a guaranty of payment judged proper by POMETON S.p.A., at its own f inal discretion, and it will be entitled to stop goods supply ing till they are paid or a proper payment guaranty is showed (art. 1460 c.c.).
c) Deliv ery goods term quoted by POMETON S.p.A. on the confirmation order document cannot be considered binding at rate and it only constitutes a guideline.
d) Under no circumstances any delay could not be used as a reason to cancel all or part of an order, nor to demand, for any reason, any compensation or price reduction whatsoever.
e) The goods deliv ery address is that shown on the acknowledgement of order receipt; should the purchaser wish to change the goods delivery address, he shall notify to POMETON S.p.A. in writing upon receipt of mentioned document and not later than fifteen (15) days prior to the despatch date quoted on mentioned document.
f) POMETONS.P.A.coulddemandpaymentforallthegoodsithastriedtodeliver,even though the purchaser would refuse to accept them.
g) Ev ents which constitute cases of force majeure (strikes, transport stoppages, war, lack of raw materials etc.) shall automatically entitle us to stop contracts in hand or to perf orm them late, without pay ing any interests or compensations.
In all cases, ev en in free deliv eries, goods travel at the risk and peril of the purchaser who is responsible for checking them upon arriv al and forwarding all reserv es to the shipping comp within 8 days from the receipt of the goods in the event of damage, loss, breakages etc., comingf rom the perf ormance of the transport contract, reliev ing POMETON S.p.A. explicitly from all responsibilities on that matter, ev en only subsidiary.
a) Should products, once delivered, would prov e not toconf orm with POMETON S.p.A. specifications or with other specification otherwise agreed in writing, or the quantity of deliv ered products would prove to be different f rom the agreed quantity, POMETON S.p.A. will arrange to, at its own discretion and at its own costs, as solecorrectiv e action towards the buy er, either deliver new products or refund such proportion of the purchase price received corresponding to the quantity of non-conformity products or to the delivered ones shortage.
b) The buy er is, however, solely liable for the suitability of his products, and their compliance with laws, regulations and applicable standards for the intended use.
c) The buy er shall examine products upon delivery and report to POMETON S.p.A. within 60 days and in writing, all the non-conf ormities in quality and quantity to POMETON S.p.A. specifications.
d) All claims f rom buy er after such examination must be made to POMETON S.p.A. prior to the product or part thereof is used or put into production and POMETON S.p.A. shall be entitled toverify the evidence of claims raised by the buy er, by inspecting and analysingthe deliveredproduct. Should thebuyernot allow allthis, hewill loosethe right to have some possible non-conf ormities recognized.
e) Every notice of claim must be circumstantial and state the alleged defect, non- conf ormity or deviation in quantity as well as the batch number and the products delivery date. POMETON S.p.A. will be entitled to recall products not in conformity with technical specifications and the buyer accepts their substitution with others in conformity with technical specif ications, pactionally admitting that by the occured products substitution he will not expect anything elsef rom POMETON S.p.A. for any right, action or reason to be connected to the existence of non-conformities.
g) POMETON S.p.A. shall have no liability in respect of damages, non-conf ormities or dev iations in quantity if such damages, non-conformities or deviations are resulting from f ailure by buyer (or its employ ees or customer) to comply with laws, regulations, applicable standards or POMETON S.p.A. instructions as given f rom time to time regarding the products use, handling, transportation or storing.
h) POMETON S.p.A. liability on possible damages that, despite of above stated, would occur because of problems on manufacturing, sale, delivery, resale, replacement or use of any sold product, is pactionally and conv entionally limited to the products sale price s or part of them which leads tocomplaints, except when the damage is caused by malice or gross neglicence (art. 1229c.c.).
i) No action can be brought by the buyer later than 1 year from the delivery date.
7) TERMS OF PAYMENT
a) Payments will be made at POMETONS.p.A. in accordance with the methods and terms laid down in our offer.
b) The offer must be returned and accepted by the customer within and not later than fifteen days from its receipt, and it shall have attached these General Terms of Contract duly signed and accepted by the customer. Unless a different and specific agreement, every delayinpaymentwillbesubjecttothepaymentofinterestcalculatedonthe basis of Italian law D. Lgs 9-10-2002 n. 231 (legal rate plus seven percentage points).
c) The terms of payment must be understood as essentialf or POMETON S.p.A., which reserv es thef aculty, in case of failed punctual payment of the issued invoices, to stop any other forwarding in progress.
d) Possible claims or disputes raised or brought against POMETON S.p.A. or the possible failed acceptance of deliveries by the buy er, do not entitle him to stop the payment of the issued and expired invoices.
e) Failure tocomply with these terms of payment, essentialf or POMETON S.p.A. as above settled, will involv e the loss of buy er’s benef it of the term, who shall immediately pay all the due amounts for the received supplies, that will be considered as all expired and immediately collectable.
f) Failure to immediately pay all the outstanding supplies will be good cause for the cancellation by POMETON S.p.A. of all the balanced orders not y et carried out, unless the right to hav e all the suffered damages indemnif ied.
8) PLACE OF JURISDICTION
The Court of Venice (Italy ) has the sole and final competence for any dispute could arise as much as the POMETON S.p.A. products purchase is involved.