MP GAMMA Srl TERMS OF SALE
- The present general sale terms are to be considered known by all Buyers.
- Except different agreements which have to be clearly stated by our order confirmation document, our sales are effected at the following general conditions.
- Any order placed with our Company implies the unconditional acceptance of the general terms of sale of our Company on the Buyer’s part.
- The offers are always to be considered with no obligation to buy – except as per different instructions on our part – and are subject to the general sale terms indicated in the current official pricelist.
- The offers of goods based on stock on hand are to be always considered subject to prior sale.
- The offers with a precisely agreed validity date are binding for our Company if the Buyer’s acceptance is confirmed by the agreed fixed date. In case we receive the confirmation after this fixed date, we will have the right to decide whether to accept it or not.
- The placement of an order binds the Buyer to the prices and the terms listed in the current pricelist at the date of the order confirmation.
- The orders are to be considered completely effective just after our written order confirmation.
- For any fixed-term contract – if accepted – all specific details (regarding quality, quantity and sizes) are to be confirmed by the agreed date. In case – after this date – the Buyer has not specified all the details of the order yet, the Company will have the right to rescind the contract without being obliged to pay any interest and without any possibility for the Buyer to claim any refund or compensation.
- The orders must be filled in and completed in all their parts.
3. ORDER CONFIRMATIONS
- The supply refers only to the services, the goods and the quantities specified in our own written order confirmation or in any further possible modification of it communicated by our Company.
- In any case, the details contained in the text of our own order confirmation document will prevail over the possible different text of any offer and order.
- The order confirmation will be considered accepted by the Buyer, unless it is contested within 5 days from the mailing date.
- Any particular term agreed with executives and representatives of our Company will have no value, unless it is clearly stated in our order confirmation document.
4. METHOD OF QUOTATION
As per our pricelist goods are quoted Ex-Works and their prices are intended in Euro.
5. DELIVERY OF THE GOODS
- The delivery of the goods takes place according to the instructions mentioned in the order confirmation (in case of difference our order confirmation document will always have prevailing effectiveness) and our Company will generally handle it.
- Except different specifications agreed by the parties, the supplied goods will always be delivered Ex-Works, in other words goods will be transported at the Buyer’s own risk and peril. In case the sale prices include also the freight charges to destination, the transport of the goods will be considered handled by our Company on behalf of the Buyer and, thus, at his own risk and peril.
- If – by exception – the collection of the goods will be handled directly by the Buyer according to previous agreements with our Company and clearly stated in our own order confirmation, the Buyer will be charged with stock costs in case of delayed collection of the goods. In any case, MP Gamma will have the right to rescind the contract partially or totally and/or to deliver the goods to the Buyer’s official address and to charge the expenses as previously above mentioned in the following cases:
- if the Buyer has not collected the goods after 15 days from the date of our dispatch confirmation;
- if our Company can not deliver the goods having received no instructions from the Buyer.
- The price calculated in the invoice is to be considered net of all extra charges or discounts.
- For any particular quantities, sizes or specific details that are not mentioned in our pricelist, all extra charges will be agreed on each time.
6. TERMS OF PAYMENT
- The payment for our supplies must be settled net of any charge, discount or tax according to the dates and terms indicated in the invoice. In order to fix the starting date of the payment in case of goods invoiced but not delivered, it is agreed that the issuing date of the invoice will be considered as the date of the consignment.
- It is accepted that Our Company has also the following rights:
- to demand payment by CWO (Cash on Order) or COD (Cash on Delivery)
- to grant a deferred term of payment being anyway charged with the interests.
7. NON-PAYMENTS OR DELAYED PAYMENTS
- The delay in paying , even partially, our invoices after the agreed due date will immediately allow us to charge the delay interests proportionally and accordingly to what provided for by Law, in particular the Legislative Decree 9.10.2002 no. 231 following the Directive 29.6.2000/35/CE and further modifications.
- Besides, the non-payments or the delayed payments of the invoices will give our Company the right – apart from any other action – to demand an advance payment for the other outstanding orders or to consider the contract either suspended or rescinded, and to suspend or to stop the processing of any other contract in progress without the possibility for the Buyer to claim any compensation or refund or reservation. In any case, the Buyer will be compelled to the compensation for all damages (for consequential damage and for lost profit) owing to the unsuccessful execution of the contracts.
8. TRANSFER OF PROPERTY AND OF RISKS
The Buyer will acquire the property just after the payment in full of the invoice issued by the Seller, but he will also assume the risks regarding the goods starting from the moment of the consignment of the goods at the agreed destination place. From this moment on, the Seller will be considered released from any responsibility for the goods.
9. DELIVERY OF THE GOODS
- Unless otherwise instructed – anyway, something that has to be always stated clearly in our order confirmation – the dispatch of the goods will exclusively take place only from our plants or our warehouse. The responsibility for the state of the goods will be exclusively transferred to the Buyer just after the consignment to the Carrier from the above mentioned places. Therefore, once the delivery to the Carrier is carried out and concluded, each responsibility on our part will lapse and the goods will be freighted at the Buyer’s own risk and peril.
- Any possible reservations, complaints, actions following or, in any case, dealing with the freight and its further handlings will have to be made or taken and/or submitted by the Buyer exclusively to the Carrier, being our Company not responsible for anything occurred after the delivery of the goods to the Carrier.
- In case of goods being collected by some of the Buyer’s own means of transport – as the loading operation is handled directly under the Carrier’s own control and direction – no responsibility can be ascribed to our Company for damages to either the goods or the Carrier or third-parties as a consequence owing to particular loading conditions (e.g. missing or excessive stowage and incorrect distribution of the loading).
- Our Company will provide the packaging according to experience and currently used standards, but it will be not responsible for any loss and damage.
- The packaging – including the standard packing – will not be invoiced unless otherwise instructed as per our written order confirmation document.
- The use of special packaging will have to be required by the Buyer on placing the order.
- For all special types of packing, the extra costs will be charged in the invoice as indicated in our current pricelist.
11. DATES OF DELIVERY
- The dates of the order dispatch confirmation, of the test-submission, and of the shipment or delivery as per our order confirmation documents are to be considered just purely as an indication and are always given with no guarantee, except in case of firm commitment on our part being clearly stated in our order confirmation – even in this case, circumstances permitting as well as except circumstances beyond one’s control occurring at our plants, where the consignments would take place.
- Therefore, any possible delay will not allow any compensation for damage or any – even partial – rescission of the contract, unless these consequences have already been accepted on our part as per our order confirmation
- In any case, the date of delivery is to be considered met and respected by sending our dispatch confirmation document.
- Among the acceptable cases for releasing our Company from any responsibility for non-delivery or delayed delivery are to be mentioned also those cases related to lack of raw materials or power; machinery faults; stoppage of service for goods transportation; shortage of motor-vehicles for loading handlings; riots, blockades or wars also in countries supplying raw materials; personnel strikes; occupation of the plants; floods; natural calamities, epidemics etc.; possible new measures and dispositions of the relevant authorities of the EU or public authorities aimed at limiting and regulating the consumption of raw materials, the production and the distribution of steel and finished products.
- Our Company guarantees the goods fully corresponding to the features and conditions specified in the order confirmation. Unless otherwise instructed, however, it will not be responsible for any applications and treatments that the supplied items will be processed by the Buyer or by third-parties.
- Any technical specifications and/or any request of warranty by the Buyer will not be taken into consideration unless mentioned in the order confirmation.
- The Buyer has the duty to test the products to evaluate whether these are suitable for the particular applications and treatments they are intended for.
- Any complaint regarding goods which do not conform to what indicated in our order confirmation must be made by written communication within max. 5 (five) working days from receipt of the goods, otherwise the right will be lost . The declaration of any latent faults must be sent by written communication within 5 (five) days from the day of the finding or within 20 (twenty) working days from the receipt of goods , otherwise the right will be lost. In case the complaint is immediate and is judged valid after the verification of our experts, our Company will be obliged just to substitute the non-complying goods starting from the same loading place against the restitution of the original consignment and excluding any right for the Buyer to claim the rescission of the contract or the compensation for damage and the reimbursement of any expenses charged.
- The Buyer will have no right to complain and thus to require the substitution of the goods, unless he suspends immediately the processing or the treatment of the items in question.
- The complaints will not give the Buyer the right to stop the payment of the invoice regarding the claimed goods.
14. TAXES AT THE BUYER’S CHARGE
- For all sales on the national territory prices will be charged in the invoice with VAT according to the current percentage at the date of invoice.
- The sales to other countries of the EU are exempt from the above mentioned VAT. The taxes and/or the duties due on the incoming goods into the countries previously mentioned are to be paid by the Buyer, as well as the taxes and/or duties due on the incoming goods into extra-EU countries.
Any project, documentation, know-how or information of any nature transmitted by MP Gamma srl, during the negotiations and execution of the order (hereinafter collectively referred to as “Information”) must be considered confidential and will remain in the ownership of MP Gamma srl . The purchaser agrees not use any information for separate purposes, unless he has received the prior written permission of MP Gamma srl. The buyer must treat this information as strictly confidential and can not, either before or during or after the development of the business relationship, disclose or communicate this information to any third party or use the information directly or indirectly, partially or entirely
16. CLAUSE OF SAFEGUARD
Apart from the cases of circumstances beyond one’s control and the cases provided for by Law – including the cases of general alarm, riots, blockages or wars also in countries supplying raw materials; strikes and personnel unrests; occupations of the plants and lockouts; fires and floods; natural calamities, epidemics, includig COVID-19 etc. as well as the cases of possible new measures and dispositions of the relevant authorities of the EU or public authorities aimed at limiting and regulating the consumption of particular raw materials, the production and the distribution of steel and finished products, or delay and not-fullfillment caused by any future circumstances connected with the COVID-19 epidemic, which should make the execution of the service impossible (even only temporarily) or too costly– our Company will have the right to withdraw partially or fully from the contract of sale already drawn up and from the contracts on the way of being drawn up, whenever and wherever some new events and circumstances arise and change substantially the market conditions, the value of money and the business conditions. In all these cases and, in general, whenever our Company withdraws from the contract because of an impediment that is not due to our own fault, the Buyer will not have the right to any indemnity, compensation or refund and, if requested by our Company, he will have to pay for the goods already prepared or on the way of being processed.
17. PLACE OF LAWFUL JURISDICTION
For any legal dispute regarding the sales agreed and contracts of sale entered with our Company, the official place of lawful jurisdiction to be considered is exclusively the Court of Reggio Emilia/Italy.
18. APPLICABLE LAW
For all those cases for which the present general conditions of sale do not provide anything, it is agreed that the Italian Law will be applied to the contracts of sale signed with MP GAMMA Srl as the contracts are considered to be drawn up in Italy.