1. General Provisions
1.1 The deliveries and the commercial agreements between the Seller and the Customer are governed by these General Sales Conditions.
1.2 Any modification as well as amendments or additions made to the General Sales Conditions must be agreed in writing.
1.3 In the case of conflict between the here attached General Sales Conditions and the specific sales conditions agreed between the parties, the specific sales conditions shall override the General Sales Conditions.
1.4 These General Sales Conditions must be accepted by the Customer even if different from its general or particular purchase conditions.
2.1 Customer orders will be forwarded through the website www.amitahc.com and they will be confirmed following acceptance of the general sales conditions at the time of check out.
2.2 In any case, the Seller reserves the right to refuse the order sent by the Customer or to accept only a part of it.
2.3 All Customer’s orders shall be valid only if accepted in writing by the Seller with the order confirmation.
2.4 The Customer can decide to revoke the order until two (2) days from the sending of the order confirmation by the Seller; after that period, the agreement will be closed with the prohibition to revoke by Customer.
3. Price and Payment
3.1 The price of the products is indicated within the website www.amitahc.com and the methods of payment is indicated in the order confirmation. The price list is are only given for information and they may be subject to changes in case of variation of the cost of raw materials, of labor costs, of exchange rate or by any other factors that may increase the production and/or selling costs.
3.2 The prices shall always be ex-works prices and without taxes, unless otherwise agreed in writing.
3.3 The payment, unless otherwise agreed in writing, must be arranged in advance by bank transfer in of the bank account indicated by the Seller in the order confirmation. The payment is considered made when the amount is available for the Seller in its own bank.
3.4 In case of advance payment, without other indications, it is assumed that it refers to the full price taxes included. Unless otherwise agreed, the advance payment must be transferred to the bank account given by the Seller before the lead time indicated in the order confirmation.
3.5 When the payment must be covered by a bank guarantee, the Customer must make available to the Seller a bank guarantee, available on first demand and issued by a bank with prior approval of the Seller, no later than 30 days from the lead time indicated in the order confirmation.
3.6 Unless otherwise agreed, any bank cost or commission in connection with the payment will be paid by the Customer.
3.7 Any delay and/or irregularity in the payment entitles the Seller the right to:
– Suspend the ongoing supplies, even if not related with the payment in question;
– Modify the methods of payment for the next supplies, even requiring the advance payment or additional guarantees;
4. Delivery times
4.1 The Delivery Times, indicated in the order confirmation, are indicative and not peremptory time, therefore, the delay is not a reason to cancel the order by the Customer and it is not a right for this latter to request to the Seller any compensation. The Delivery Times indicated in the order confirmation express the stock availability, therefore, it is necessary to consider the time needed for delivering goods at the place of destination provided.
4.2 In any case, the possible delay due to force majeure (as means in the art. 8 below) is not imputable to the Seller or to acts or omissions of the Customer (for example, not providing information necessary for the supply of goods).
5.1 Unless otherwise agreed, goods are always sent and moving at Customer’s risk and on its behalf. Therefore, any burden and cost shall be borne by the Customer; the delivery is ex-works, unless otherwise agreed (Ex Works – INCOTERMS 2020).
5.2 In any case, unless otherwise agreed, the risks are associated to the Customer not later than with the delivery to the first carrier.
5.3 The Seller is not obliged to supply attestations or certificates not expressly provided in the contract, or to obtain licenses, authorizations or any other document required for the import/export or for the transit of the goods on the territory of a foreign Country. Nevertheless, upon request, the Seller may collaborate with the Customer in order to obtain the abovementioned documents, at the risk and the expense of the Customer.
6. Retention of title
6.1 Beyond what is already provided for in previous Article 3, it was expressly agreed that products sold remain the property of the Seller, until payment has been made in full by the Customer.
6.2 Non-payment (even of a single instalment of the price) results in automatic suspension of the delivery by the Seller, without this constituting a waiver of additional rights for this latter.
7.1 The Seller declares that the goods are free from defects which make them unfit for the intended use in accordance with the technical documentation supplied to the Customer.
7.2 The Customer is required to examine the goods at the time of delivery. Customer must check the existence of typical and recognizable non-conformities for every single delivery.
7.3 Any complaints relating packaging conditions, quantities, type/model or external characteristics of the goods (apparent defects) must be notified in writing to the Seller at the address [email protected] with evidence, under penalty of forfeiture, within 8 days from the date of receipt of the goods.
7.4 Any complaints relating to defects not apparent on careful inspection at the time of receipt (hidden defects) must be notified in writing to the Seller at the address [email protected], with evidence, under penalty of forfeiture, within 8 days from the date of discovery of the defect according to the article 1495 cc.
7.5 It is intended that any complaints or disputes do not entitle the Customer to suspend or however delay the payment of the good complained, or of any other supply.
7.6 The Seller’s only obligation in case of defects, lack of quality or non-conformity, will be that of the replacing of defective goods. It is intended that the abovementioned guarantee (i.e. obligation to replace goods) is in lieu of any other legal guarantee or liability, with exclusion of any other Seller’s liability (both contractual or extra contractual) which may arise from the supplied goods (e.g. compensation of direct and/or consequential damages, income foregone, recall campaigns, etc.)
7.7 No responsibility may be attributed to the Seller in case of alteration of the goods by the Customer for uses not in accordance with indications given, or rather for unsuitable storage and transport arrangements.
8. Force majeure
8.1 Each party shall be entitled to suspend the performance of its contractual obligations in the event that such performance is rendered impossible or reasonably onerous due to an unpredictable impediment beyond his/her control, including, without limitation, acts of Gods, earthquakes, plague, epidemic, pandemic, strikes, boycotts, civil wars, riots or revolutions, embargoes, delays in delivery of raw materials or act of authority.
8.2 The party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such force majeure circumstances. Should the suspension due to force majeure last more than six weeks, each party shall have the right to terminate the contract, upon ten days’ notice in writing (by recorded delivery letter, certified email, fax) to the other party.
9. Governing Law and Competent Court
9.1 These General Sales Condition are governed by the laws of Republic of Italy.
9.2 For any dispute arising between the parties in connection with the interpretation, execution of the Court of Monza.
The Seller will process the Buyer’s data with computer tools for legal and contractual obligations. Personal data will not be disclosed to third parties except for the execution of the contract. For more information or to assert the rights under the Reg. 679/2016, the Buyer may contact the Seller at the address [email protected].
12. Amendments and updates
The Seller may make modifications or amendments to the present General Conditions at any given time. Therefore, the Customer may be required to accept exclusively the General Sales Conditions in force at the time of purchase. The new General Sales Conditions shall be effective from the date of publication and for purchase orders submitted after that date.
The Customer acknowledges and accept pursuant the article 1341 cc the following articles: art. 1.4 (prevalence of the Seller conditions); art. 2.2 (refuse of orders); art. 2.4 (timing for revoke order); art. 3.1 (change price); art. 3.5 (timing for bank guarantee); art. 3.7 (delay/irregularity in the payment); art. 4 (delivery times); art. 5.3 (attestations or certificates); art. 6 (retention title); art. 7 (defects/faults); art. 9 (governing law and competent court); art. 12 (amendment and updates).