Terms & Conditions
1 APPLICABILITY OF THE GENERAL DELIVERY TERMS – APPLICABLE DISCIPLINE
1.1 The existing general terms are applied to the sale of goods listed in the invoice together with the special conditions mentioned in the invoice.
Any exception to the existing general terms must be expressly approved and underwritten by both parties. Exceptions and clauses are not accepted if not underwritten by the two parties or generally mentioned by words previously printed on the purchasing proposal.
1.2 ONCE THE BUYER PURCHASES THE GOODS, HE ACCEPTS TO DISCIPLINE THE SALE ACCORDING TO OUR GENERAL TERMS OF SALE , THUS RENOUNCING THE APPLICATION ON ITS OWN TERMS OF PURCHASING. IF THE PURCHASER DOES NOT AGREE WITH OUR TERMS OF SALE, THEN HE MUST COMMUNICATE HIS DISSENT BY REGISTERED MAIL WITHIN EIGHT DAYS FROM THE RECEIVING OF GOODS.
1.3 In case of export, then the supplying is ruled by the “CISG – Convenzione della U.E. sulla Vendita Internazionale di Beni” (Vienna 1980). What is not ruled by this convention, that the Italian law will be applied.
1.4 The customer declares to ask GHIM HYDRAULICS (from now GHIM) the supplying of goods to use within its activity. Therefore it is convenient that the supplying is ruled by Law 192 of 18.06.1998 “Disciplina della subfornitura nelle attività produttive”.
2 CHARACTERISTICS OF PRODUCTS
2.1 Eventual information or data upon the characteristics and or the technical specification contained in brochures, price lists, catalogues or similar documents are merely indicative. Such information are binding only if thus written agreed by both parties.
2.2 You can not oppose Ghim to bring to the products those changes which do not alter the essential features but are necessary to improve their quality or due to the current regulation.
3.1 Where not indicated, prices are to be intended net.
3.2 Where not agreed prices are to be considered “ex-works”; therefore, any further cost (special packaging, assurance, transport) is at customer’s charge.
3.3 Unit prices may be changed except when offered irrevocably. All the quotations by GHIM are valid for 30 days from issuing and they can be revoked with notice.
4 DELIVERY TERMS
4.1 If not agreed as peremptory, the delivery terms are indicative; therefore the customer can not demand indemnification or penalties.
GHIM reserves the right within ten days from the agreed delivery time and having written informed the customer to postpone the delivery of further 90 days.
4.2 GHIM is not imputable for the delay due to causes which do not depend on Ghim (so defined by art 9.1) or when the delay is imputable to customer ( i.e. lack of information concerning the order, refusal of picking up the goods.
4.3 Except for fraud or guilty imputable to GHIM, written information foreseen by art. 4.2 or timely information when one exterior cause is fulfilled as from art 4.3 or 9.1 refuses customer the right to claim the indemnification of the damage for the missing/delayed delivery.
5 FREIGHT AND SHIPMENT - COMPLAINS
5.1 If not agreed, the supplying of goods EXW INCOTERMS, even if it has been agreed that the shipment is managed by GHIM.
5.2 Anyway, being the freight ex-works, the customer undertakes the risks of perishing or loss.
5.3 Eventual complains concerning packaging, quantity, number or exterior features of products must be notified to GHIM by means of registered letter with advice of receipt not further eight days from the receipt of goods. Eventual complains, concerning defects which are not found out during the check when products are received, must be notified to GHIM by means of registered letter with advice of receipt within 30 days since the discovery of the defect.
5.4 In case of apparent defects (packaging, quantity, number or exterior features of products), GHIM can mend its eventual fault within fifteen days since when it receives information, see art 5.3.
Except for fraud or guilty imputable to GHIM, if Ghim timely takes action, then the customer renounces to claim any indemnification of the damage for the missing/delayed delivery.
5.5 Eventual complains or notification does not grant the customer the right to suspend or delay payments.
6 TERMS OF PAYMENT
6.1 If not previously agreed by the two parties, the payment must be executed at receipt of goods.
6.2 The payment must always be executed to GHIM or to a bank which Ghim will indicate.
6.3 Eventual bank fees related to the payment are at customer’s charge.
6.4 In case of delay in payment, customer accepts to pay the interest for default, which corresponds to the official rate of discount increased of five points percentage, but for the proof of the further damage. If the delayed payment exceeds the 30 days from the settled term, then the customer agrees to pay a penalty which is the 5 per cent of the total amount which he had to pay within the terms.
The payment of such penalties does not exclude further indemnification of the damage suffered by GHIM.
7 GUARANTEE OF WELL FUNCTIONING
7.1 GHIM does not grant the correspondence of goods to specific and technical features and their suitability for particular uses if not written agreed by both parties.
7.2 GHIM undertakes to solve any vice, lack of quality or defect of goods within SIX MONTHS from delivery date, on condition that it has been timely notified according to art 5.3. GHIM can choose between the repair and the substitution of defective items.
7.3 Except for fraud or fault, GHIM is compelled to repair or substitute according to art 7.2 in case of vices, lack of quality or defect. It is well understood that the current guarantee substitutes the guarantees of responsibility foreseen by the law and it excludes any other responsibility of GHIM (contractual and no-contractual) originated by the supplied products ( i.e. indemnification of the damage, lack of profit, withdrawal,… ) .
7.4 The purchaser, before returning the defective material, must agree the manners with GHIM ( commercial dpt. or customer care service). To benefit by the guarantee, the material returned by the purchaser must be provided with a letter reporting the followings: code of the article, detailed description of the defect, chronological description of eventual interventions to obviate the defect; indication of the plant where the product was installed; esteem of the time the product was used.
Anyway, before effecting a delivery “ex-works” of defective products the purchaser must obtain the written authorisation of GHIM which, on the contrary, is authorised to send what received at the customer’s charge.
7.5 GHIM is not responsible for direct or indirect damages to people or third parties provoked by supplied goods if they are wrong used, if they are defective or wrong assembled.
7.6 Products are not covered by guarantee if vices or defects are originated by wrong use, by inappropriate maintenance originated by changes without the previous written consent of GHIM or in case the reason is their natural wear.
7.7 The data and illustrations resulting from the catalogues, brochures, circulars or other illustrative documents from GHIM Srl shall be of an indicative nature. This data shall have no commitment value unless expressly mentioned as such in the confirmation of order. 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 GHIM’s written confirmation of acceptance of the order shall not be included in the supply. The Supplier GHIM shall be solely responsible for the good operation of the hydraulic and pneumatic equipment supplied as regards features and performances expressly indicated by itself. GHIM shall not, however, assume any liability for any faulty operation of machines or systems made by the Customer or third parties with hydraulic and pneumatic components from GHIM Srl even if the individual hydraulic and pneumatic equipment have been assembled or connected according to diagrams or drawings proposed by GHIM, unless such diagrams and drawings have been the subject of separate remuneration, in which case the liability of GHIM Srl shall in any case be limited to what is contained in the above/mentioned drawings or diagrams. 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.
8 RESERVE OF OWNERSHIP
8.1 The supplied goods are submitted to the “AGREEMENT OF RESERVED DOMINION”, that is they belong to GHIM until it is fully paid.
8.2 The purchaser assumes the responsibility of the decay of goods - even if by pure chance – since they are at its disposal.
8.3 The missing payment of an amount superior to the eighth part of the total price as well as the disregard of all the obligations established by the current contract will produce ipso iure its dissolution; consequently GHIM can demand the immediate payment of the whole price or the immediate return of the supplied goods. In case the immediate return is asked, then the paid amounts will remain to GHIM as indemnification, further ulterior indemnification for other damages.
8.4 In case of executive actions upon the received goods, the purchaser will notify himself to the bailiff as SIMPLY DEPOSITARY OF GOODS and he will inform GHIM within 24hours of what has happened by registered letter or telefax.
8.5 The purchaser can not sell, donate, permute, alienate, take as pawn, neither modify nor bind the goods until the payment of the total amount, unless the seller written consents.
8.6 The purchaser will well guard the received goods and let GHIM to look over.
9 MAJOR CAUSE
9.1 GHIM can recede from the current contract or suspend the accomplishment; notwithstanding the purchaser can not claim any indemnification when the seller can not accomplish it due to external causes ( strikes, boycotting, lock out, fires, earthquake, civil wars, revolt, revolution, requisition, embargo, black out, delays in delivery of raw material).
9.2 The accomplishment of the current contract has to be considered excessively onerous according to art.9.1 when the additional charges which GHIM has to tolerate are more than 10% of the amount of invoice.
10 COMPETENT LAW-COURT
10.1 Except for what is settled by art. 10 L.192/1998, the law-court of Brescia will be exclusively competent for any dispute originated by this contract or linked to it.
10.2 Anyway in derogation of what is settled by 10.1, GHIM owns the faculty to bear the dispute in front the judge who is competent for the law-court of the purchaser
Leonardo da Vinci - Ritratto di donna 1490 - Pinacoteca Ambrosiana Milano