General Terms and Sale Conditions
1. GENERAL PROVISIONS
1.1. These Terms and Conditions regulate all the product supply dealings between the parties. Even if waivers are agreed in writing, these terms and conditions will continue to apply for the parts not expressly waived. Any general purchase conditions written by the Buyer / Customer will not be applied in the dealings between the Parties unless expressly accepted in writing by the Seller (Alcas S.p.A) and in any case will not invalidate the effectiveness of these General Terms and Conditions, with which they must be coordinated. The silence of Alcas S.p.A. shall not constitute at any time tacit approval of the various terms and conditions established, indicated or invoked by the Customer.
1.2. Any information or data on the characteristics and / or technical specifications of the products, including weights, dimensions, prices, performance, colors and other data relating to the products supplied and indicated in the catalogs, price lists, brochures or other illustrative documents, drafted by Alcas SpA, as well as the characteristics of the samples, are merely indicative and have no binding nature, since inconsistencies with the technical data and the actual dimensions of the products may occur, within the tolerance limits allowed by the applicable technical standards or within the limits of the tolerances provided for in the sales offer, in the order confirmation or in the proforma invoice, if indicated.
Alcas S.p.A. reserves the right to modify the constructive details of its products at any time in order to improve their performance. If such modifications are substantial, Alcas S.p.A. shall give prior notice to the Customer.
2. OFFERS – ORDERS – FORMATION OF THE CONTRACT
2.1. The Seller’s offers may vary. The sale offers formulated by Alcas S.p.A. have a validity, if not differently specified, of thirty (30) days from the formulation of the same, and are limited to the integral supply of what is quoted in the offers. Once the aforementioned term has expired, the sale offer will no longer be valid.
2.2. The acceptance of the offer by the Buyer or the confirmation of the order by Alcas S.p.A., in any way carried out, invokes the application of these General Terms and Conditions of Sale.
2.3. The contract is effective from the moment in which the Customer returns to Alcas S.p.A (by post, by fax or e-mail), the proforma invoice and / or the sale offer signed for acceptance. Further changes to the contract require the Seller’s confirmation in writing. In the event that the Seller does not provide the written confirmation of a verbally negotiated order, the issuance of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation.
3. CANCELLATION OF THE ORDER – WITHDRAWAL – PENALTY
3.1. For standard products, the order can be canceled within twenty-four (24) hours from the Customer’s confirmation of the order.
3.2. The Customer’s withdrawal from a supply agreement regarding special products (custom made) is always excluded if communicated on the date following the conclusion of the contract.
3.3. The partial or full return of a supply already delivered will not be accepted by Seller, unless otherwise agreed in writing between the Seller and the Customer. In any case, the product must be returned, at the care and expense of the Customer in the place indicated by the Seller. All relevant transport costs and additional expenses arising and / or connected with the return, shall be borne by the Customer. The product must be intact and perfect, as it was delivered. Alcas S.p.A. reserves the right to ask for damages incurred or to reject the return if such is made in violation of the aforementioned provisions.
4. CERTIFIED VERIFICATION
4.1. In the event that the Customer intends, for particular needs of the destination country, to submit the product to further certified verification with regard to technical data and / or measures, he must expressly request it in writing upon receipt of the offer, indicating at the same time the laboraroty or the individual designated for this purpose. Customer shall be responsible for the verification operations that must take place at the designated laboratoty or individual.
4.2. At the end of the verification operations, Alcas S.p.A. may ask that a report is drafted; such report shall be signed by the Customer for any consequent legal effect. The unjustified refusal by the Customer to sign the report will entitle Alcas S.p.A. to terminate the contract pursuant to paragraph 13 of these terms and conditions.
4.3. All costs and expenses for the verification, including those exposed by the certifying institution or individual, shall be borne by the Customer who is obliged to reimburse Alcas S.p.A. for any sum that, in any way, the latter anticipated on behalf of the Customer in relation to the verification operations. The reimbursement will occur upon submission of all the relevant expenses documentation.
4.4. In the event that, in the country of destination of the products, are in force particular regulations and obligations regarding the import procedures and the conformity requirements of the products themselves, the Customer shall provide all the relative information in advance and in writing to Alcas S.p.A., so that the latter can proceed promptly to the correct preparation and shipment of the order. In case of failure to comply with the aforementioned obligation, the Customer must reimburse any sum that, in any way, Alcas S.p.A anticipates in order to comply with the regulations of the country of destination.
5. PRICES, TERMS AND PAYMENT METHODS
5.1. The prices of the products are those set forth in the Seller’s price list in effect at the time of the Customer’s acceptance of the sale offer or of the issue of the proforma invoice by the Seller. The prices are not inclusive of VAT, taxes and levies (for example plastic tax).
5.2. Alcas S.p.A. has the right to impose a minimum orderable value, a billable minimum and a costs contribution for the management of modest value shipments.
5.3. Alcas S.p.A. reserves the right to modify the current price list at any time, upon written notice to the Customer, in the event of an increase of raw materials’ costs, labour costs or any other factor that determines a significant cost increase of the production.
5.4. The prices of the products are intended as EX WORKS Seller’s premises (EXW Incoterms 2020), unless the Parties otherwise agree in writing.
5.5. Payments must be made in accordance to the relevant instructions contained in the sale offer or in the order confirmation or invoice.
5.6. Unless otherwise agreed, prices are intended in euros and the payments must be made in euros. If invoicing in a different currency is required, prices stated in currencies other than the euros may vary in relation to fluctuations in the relevant exchange rate.
5.7. Any delay or irregularity in payments confers to Alcas S.p.A. the right to:
a) suspend deliveries in progress, even if not related to the payment in question;
b) modify the payment and discount methods for subsequent supplies, also by requesting payment in advance or the issuing of additional warranties;
c) request, without a formal notice, the accrued interest on the monies still due, from the date that the payment became due until actual payment, at the rate required by the law currently in force for commercial transactions (in particular the Legislative Decree 231/2002), without prejudice to the right of Alcas S.p.A. to request reimbursement for the major damage suffered.
A penalty for the administrative expenses of the debt account will be charged to the Buyer in case of any non-payment or overdue payment.
Furthermore, in the aforementioned cases, any monies due to Alcas S.p.A., regardless of the nature of the cause, becomes immediately payable. The Customer shall make full payment of the products even if there are exceptions, controversies or disputes. Such exceptions,controversies or disputes will be defined only after payment by Customer of the monies due.
5.8. The Customer waives the right to request compensation of the sum due with any credits that he may have for any reason at all against Alcas S.p.a.
6. SHIPPING – PASSING OF THE RISK – DELIVERY – DELAYS – FORCE MAJEURE
6.1. Unless otherwise agreed by the Parties, the supply of the Products shall be made EX WORKS – Seller’s premises (EXW Incoterms 2020) and therefore the risks related to the supply shall pass to the Customer when the products are delivered to the first carrier at the Alcas SpA premises.
6.2. Time for delivery commences from the day following that in which Alcas S.p.A. receives the proforma invoice countersigned by the Customer for acceptance. Time for delivery depends on the type of order and is approximative, unless otherwise expressly agreed in writing, and it is calculated on working days. Any responsibility of Alcas S.p.a. for all damages deriving from anticipated or delayed delivery, total or partial, is therefore excluded.
6.3. Alcas S.p.A. reserves the right to reasonably make partial deliveries.
6.4. If the Customer delays the payments of other due sums, the delivery deadline is suspended and Alcas S.p.A. reserves the right to delay deliveries until the full payment of the sums due by the Customer.
6.5. As far as the delivered quantities are concerned, the Customer acknowledges to Alcas S.p.A. the tolerances of use.
6.6. If the Customer or the carrier designated by him does not accept delivery of the products for reasons that do not refer to Alcas S.p.A, the latter may, upon notice to the Customer, store such products and charge the Customer of any related costs incurred.
6.7. Unforeseeable events, fortuitous events, including any cause beyond Alcas ‘s S.p.A. reasonable control, give to the latter the right to defer delivery for as long as the impediment persists and for an appropriate additional period after that. Unforeseeable events are those circumstances that cannot be foreseen, including, without prejudice to the generality of the foregoing: wars, currency crises or other governmental measures, civil commotion, shortages of labour or raw materials, natural events, fires, strikes, lockouts, traffic obstructions, interruptions in operations, actions (or omissions) of the Customer including the non-transmission of information and approvals necessary to Alcas SpA in order to proceed with the preparation of the order and the consequent supply of products, the impossibility of obtaining the materials, components or services necessary for carrying out the production and supply of the products. As soon as the problem is known, Alcas S.p.A will promptly notify the Customer in an appropriate form. In such cases, Alcas S.p.A. has the right to terminate the contract without being held lialbe for damages.
Alcas S.p.A. shall not be liable for any delays due to force majeure, fortuitous events or causes beyond its reasonable control.
7. TECHNICAL STANDARDS AND LIABILITY
7.1. The products of Alcas S.p.A. comply with the legislation and technical standards in force in Italy. As a consequence, the Customer shall have to verify any possible diversities between the Italian legislation and that of the country of destination of the products, holding Alcas S.p.a harmless from any relevant liability. Furthermore, regarding the Customer’s duties in relation to the prior communication to Alcas S.p.A. of particular regulations, the provisions of sub-section 4.4 are applied.
7.2. Alcas S.p.A. guarantees the performance of the products of its manufacture only and exclusively in relation to uses, destinations, applications, tolerances, etc. expressly indicated by it.
8. DUTY OF INSPECTION AND ACCEPTANCE OF PRODUCTS
8.1. Upon delivery of the Products, the Customer must immediately:
(a) verify the quantities and packaging of the Products and register any objections in the delivery note;
(b) carry out a conformity check of the Products according to the content of the proforma invoice and register any discrepancy in the delivery note.
8.2. In case of any claim, the Customer must comply with the following procedures and terms:
(a) claims regarding defects of the integrity of the packaging must be made at the time of delivery and countersigned by the Carrier.
(b) claims regarding defects of the product must be made within five (5) working days from the delivery date.
(c) claims must be sent in writing to Alcas S.p.A., according to the instructions and by the means indicated by the same, within the above mentioned terms. Any claim made by telephone is not accepted;
(d) claims must clearly specify the type and amount of defects and the lot number;
(e) claims must be accompanied by images of the defects,
(f) Customer shall make the disputed Products available for Seller’s inspection.
8.3. Any Product for which no objection or claim has been raised in accordance with the procedures and terms set out above, shall be deemed to have been approved and accepted by the Customer.
9. PRODUCT WARRANTY – COMPLAINTS
9.1. Alcas S.p.A. guarantees that the Products correspond in terms of quality and type to what is stipulated in the contract and that they are free from defects that could make them unsuitable for their intended use .
9.2. The warranty on the products is limited to the shape of the product, the material used and production matters attributable to Alcas S.p.a. The warranty does not cover defects due to the improper use, transport and storage of products.
9.3. Following a Customer’s complaint according to the procedures of the previous article, Alcas S.p.a. may, on its own discretion:
a) replace, without further charge, the defected products with products of the same kind and quantity; or
b) provide to the Customer appropriate credit, the precise amount of which will be determined by Alcas S.p.A. at the aftermath of its complaint and defect assessment procedure.
In these cases Alcas S.p.a. may request the return of the defective products, which will become its property.
9.4. In the event that the defects of the products are not ascribable to Alcas S.p.A., the costs of replacing the products will be charged and invoiced to the Customer.
9.5. The warranty referred to in this section integrates and replaces the legal guarantees for defects and conformity and excludes any other possible liability of Alcas SpA. in relation to the products supplied. In particular, the Customer cannot make further claims for damages and in no case Alcas S.p.a. can be held liable for any indirect or consequential damages.
10. LIMITATION OF LIABILITY
10.1. Except in cases of justified claims, raised in accordance with the provisions of section 9 of the present Terms and Conditions, the Customer is not entitled to any further right or remedy. In particular, Alcas S.p.A. is not liable for any damages requested for breach of contract, for any direct damage or loss of profit incurred by the Customer as a result of the use, non-use, or installation of the Products in other products, with exception of the cases covered by the guarantee indicated in section 9 or in case of fraud or gross negligence on the part of Alcas S.p.A.
10.2. Alcas S.p.A. will do everything in its power to deliver the Products within the terms eventually agreed, but under no circumstances shall be hold liable for damages directly or indirectly caused by the delayed performace of its obligations under the contract or the delayed delivery of the Products.
11. CREDIT ASSIGNMENT
11.1 Alcas S.p.a. will have the right to transfer the credit accrued against the Customer to third parties at any time, as well as to stipulate insurance policies on the creditworthiness of the customer, without prior notice and without any customer’s right to compensation or claims for termination or cancellation of the contract arising from this situation.
12. TERMINATION OF THE CONTRACT
12.1. Alcas S.p.A. reserves the right to terminate the contract, without a prior written notice to the Customer, if one or more of the following events occur:
(a) In the event of bankruptcy proceedings, voluntary or compulsory liquidation being commenced against the Customer or in the event that the Customer is in a state of insolvency;
(b) In the event that the Customer fails to comply with one or more of the obligations set forth in these terms and conditions and in particular with articles: 2, 3, 4, 5, 6, 7, 13, 14, 15.
(c) In the event that one or more provisions of the contract are declared void and that gives rise to a significant aggravation of the duties upon Alcas S.p.A.
12.2. In the aforementioned situations, the contract will be terminated automatically upon the date of receipt of the relevant written notice that Alcas S.p.A. will send to the Customer. In any case of termination of the contract caused by the Customer’s acts, negligence or willful misconduct, Alcas S.p.A. reserves the right to sue for damages. Alcas S.p.A. also reserves the right to terminate the contract according to statutory provisions.
13.1 All rights and, in general, legal situations arising from or deriving from the contract, cannot be assigned to third parties by the Customer without the prior written consent of Alcas S.p.A.
14. INTELLECTUAL PROPERTY
14.1 The Customer expressly acknowledges that the trademarks, trade names or other distinctive signs affixed to the goods are the exclusive property of Alcas S.p.A. and cannot be altered, modified, removed or deleted in any way. The Customer has the limited right to use trademarks, trade names or other distinctive signs, as well as any other industrial property right or production and commercial know-how incorporated into the goods and which remains the exclusive property of Alcas SpA, only in order to resell the goods to the public. Any different use of Alcas SpA’s intellectual property by the Customer, if not expressly granted by Alcas SpA in writing, will constitute a breach by the Client of the aforementioned exclusive rights of Alcas SpA, also in terms of contractual liability and, as such, it will be duly prosecuted.
14.2. All documents, drawings, data and information (both in paper and electronic form) that may have been given to the Customer, remain the exclusive property of Alcas SpA and constitute support for a better representation of the Products and are indicative of the performance of the Products.
15.1. In the event that the Customer has received particular information for special or standard products, he shall maintain as confidential the technical specifications, drawings, projects, data, and any other information made available to him by Alcas S.p.A.; the Customer shall not disclose such information to third parties and shall only use them for the purposes of the product supply agreement between the Parties.
15.2. The Customer acknowledges from now on the unlawfulness of the design and / or manufacture and / or marketing in any form, including through third parties, of products on designs, models, samples or prototypes of Alcas SpA, even if the Alcas SpA trademark is not expressly mentioned.
16. PROCESSING OF PERSONAL DATA
17. APPLICABLE LAW
17.1. These General Terms and Conditions and the related sales contracts will be governed by and construed in accordance with the laws of Italy. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
18.1. All disputes, differences, controversies or claims arising in connection with, or questions occurring under, these terms and conditions, the Products or any dealings between Alcas S.p.A. and the Customer, shall be subject to the exclusive jurisdiction of the courts in Florence Italy. Notwithstanding the above, Alcas S.p.A. shall have the right to bring an action in front of the competent Court of jurisdiction at the domicile of the Customer.
19.1 The invalidity in whole or in part of the provisions of these General Terms and Conditions of Sale does not affect the validity of the remaining provisions.
19.2. These General Terms and Conditions of Sale are written in the Italian and English language. To the extent that an inconsistency exists between the Italian and English versions of these terms and conditions, the Italian version shall prevail.
19.3. The failure to enforce at any time any, all or certain of the Terms and Conditions herein, or the tolerance to violations of these Terms and Conditions, shall not be construed to waive any such provisions or the right at any time subsequently to enforce and require compliance with these Terms and Conditions.
19.4. Any request, consent, approval, waiver and more generally any notice hereunder shall be deemed to have been duly given if in writing, in Italian or English, and (i) if served by personal delivery upon the party for whom it is intended, return receipt requested or (ii) if delivered by registered or certified mail, return receipt requested, to the person and at the address indicated below, or such other address as may be designated in writing hereafter, in the same manner. The notices sent in such manner shall be effective upon receipt:
Alcas S.p.a. Via dell’Industria n.21 / 23, 50142, Florence, Italy. PEC: [email protected]
Acceptance of the Seller’s order confirmation and the commencement of supply of the requested products, constitutes the Customer’s confirmation, approval and acceptance of all the provisions of these “GENERAL TERMS AND CONDITIONS OF THE SALES CONTRACT” and, pursuant to the effects of the articles 1341 and 1342 of the Italian Civil Code, specific approval of the following provisions: articles 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18.
Last Update 3/11/2022