GENERAL CONDITIONS OF SALE
General conditions of sale
(Forming an integral part of the conditions of offer and sale)
Should the Buyer fail to promptly collect the machinery or to effect the payment according to the agreed deadlines, the contract shall be considered cancelled with full rights and the Seller (Gamma Meccanica spa) may withhold all received sums without any advance warning or formal notice, except the right of Gamma Meccanica spa for eventual compensation for damages.
The delivery terms have to be considered only estimated and shall run from the date on which the contract itself will arrive at Gamma Meccanica spa signed by the Buyer and complete in all parts (Gamma Meccanica spa will naturally do all its possible to ensure that delivery is fulfilled within the indicated terms). It is excluded in any case the penalty or reimbursement of damages sustained by the Buyer for any late delivery. The orders cannot be canceled by the Buyer except in the cases indicated in this contract. The delivery date is the date when machines are made available to the Buyer at the workshops of Gamma Meccanica spa.
In cases of war emergencies, social upheaval, strikes or lock-outs as well as in cases of restrictions on the consumption of energy and more generally in all cases of force majeure, Gamma Meccanica SpA will have the right to extend the delivery time appropriately.
Retention of title
By express agreement it is understood that the parties agree that everything included in this supply shall remain the property of the Seller until the payment has been completely fulfilled as per Articles 1523,1524,1525 and 1526 of the Civil Code. The issue of bills does not constitute payment nor novation of the effects of this agreement and the bills themselves shall always be understood as accepted by Gamma Meccanica SpA on a “subject to collection” and pro solvendo bases. However, it remains prohibited to the Buyer to sell, transfer, pawn or dispose of any part of the above during periods of pending payment without the explicit written consent of the Seller, which will therefore have the right to claim the goods wherever they may be, all alienation prior to full payment of the price being considered as an act done in bad faith to his injury. The Seller shall in any case be entitled to exercise his rights in accordance with art. 2762 of the Civil Code, with expenses paid by the Buyer and without further notification to the same. In case of failure to pay the price in the agreed deadlines, the Seller, unless all other rights, reserves the right to interrupt the functioning of the machine by means of software installed on it, after sending the after the lapse of five days. The Buyer shall also be obliged to insure the machinery sold to him against damage from theft, avian, fire, water and other risks, at his own expense and to communicate to Gamma Meccanica spa any executive act performed on the same.
Before leaving the Seller’s workshop, the machinery will be tested in order to ensure the regular functioning. The tests will be carried out according to the procedures generally followed by Gamma Meccanica spa and unless otherwise specified in the place of manufacture during normal working hours. Gamma Meccanica spa undertakes to advise the Buyer about the agreed acceptance tests, with notice that is sufficient to allow him to be represented. If the Buyer is not present during the test, he will receive a report of the test, which will be accepted by him as exact and regular. In addition to all other costs within his competence the Buyer is also in charge of all expenses for travel and accommodation of his representatives during such tests.
With the product delivery to the carrier the risk of loss and / or damage caused by any event, is the responsibility of the Buyer regardless of chosen means of transport and route.
Burden of proof
The Buyer will be obliged to prove the existence of any defects in the product, Gamma Meccanica spa shall offer no guarantees for the machines that are not put in operation by one of the Seller’s specialized installers.
If for any reason the Seller agrees to take back a delivered machine, he shall be obliged to reimburse only the received payments, but not to pay any kind of compensation or damages.
Should the intervention of one of Gamma Meccanica specialized workers be required, the relative expenses shall be at the Buyer’s charge. Under no circumstances will be replaced parts whose breakdown or breakage depends on normal wear or bad use of the machine. It is excluded any compensation for inactivity of the machine and any other direct or indirect damages for any reason. Once the warranty term has expired, the Buyer shall have no right to make any claims regarding the conformity and operation of machinery.
The invoices pertaining to each contract shall be considered as an integral part of the same to all effects.
All additional costs (such as transport costs, insurance, export authorizations, transit import and others, as well as certifications, authentications shall be at the Buyer’s charge. They are equally at the Buyer’s charge all kinds of taxes, customs duties and so on that will be redeemed by Gamma Meccanica spa on the basis of documents proving the burden.
The exclusive court that has the jurisdiction to decide any dispute regarding this contract is the court of Reggio Emilia, it is understood that any relationship between the parties on the supply will be governed by Italian law.
Resolution and damages
Should the Buyer fail to fulfil even only one of the obligations under the present agreement and should he fail to pay even one rate of price, it is expressly agreed that the Seller shall be entitled to demand immediate full payment of the remaining part, the Buyer thereby forfeiting benefit of the term ipso jure et facto, or to proceed with immediate collection of the sold goods. In this case, the company will return the collected amounts, unless deduction of 5% on the price which he may withhold as reimbursement of damages and 5% per month of use (considering the fraction of a month as a full month) which is considered by the parties as payment for hire.
The Buyer expressly waives to request a reduction of the above mentioned indemnity in accordance with article 1526 of the Civil Code.
Responsability for accidents at work
The machines are delivered with protections that the Seller considers sufficient and conformable to the requirements in force to prevent work accidents. The Buyer will inform the Seller about the rules and standards in force applicable to the implementation of foreign supplies and the prevention of diseases and injuries. However, the Seller declines all responsibility for any accidents an relative damages, thus allowing the Buyer to install any other protection that he considers necessary or that is prescribed, so any responsibility arising from the breach of the rules on safety and health at the working site during the assembly and in the subsequent functioning of the machinery, will be exclusively applicable to the Buyer.
In all cases of non-payment or delayed payment as well as banking overdue, the Seller shall be automatically entitled to collect, without any notice, the penalty pursuant to Legislative Decree from 9 October 2002 N ° 231.
Notarial act, transcription and delivery
The Buyer authorizes the Seller and is obliged to proceed with the registration or record of the reservation of ownership in the appropriate public registers or similar documents in accordance with the rules of the respective country (In Italy – Article 1524 of Civil Code) and to fulfill the necessary formalities at the expense of the Buyer.