1) Definitions

1.1 For the purpose of these conditions of sale (hereinafter, “Conditions of Sale”), the following definitions shall apply:

“Seller”: S.I.S.A. S.p.A.

“Buyer”: any company, body or entity purchasing the Products from the Seller

“Products”: the goods manufactured and/or sold by the Seller

“Order(s)”: each proposal for the purchase of the Products submitted by the Buyer to the Seller by fax, e-mail and telephone

“Sale(s)”: each single sale agreement entered into further to the receipt of the written acceptation of each single Order by the Buyer


2) Purpose

2.1 The present Conditions of Sale shall apply to all the Sales of Products. Should any of the provisions contained in these Conditions of Sale be inconsistent with any of terms or conditions contained in the Order, the latter shall prevail.

2.2 The Seller does hereby reserve the right to add, amend or cancel any of these Conditions of Sale it being understood that such additions, amendments or cancellations shall apply to all Sales entered into as of the 30th day following the notification of the new conditions of sale to the Buyer.


3) Orders and Sales

3.1 The Buyer shall send the Seller specific Orders containing a description of the Products, the quantity requested, their price and delivery terms.

3.2 The Sale shall be considered executed, pursuant to the terms and conditions established in the Order, at the moment the Buyer receives the Seller’s written acknowledgement (which may also be sent by mail, fax or telematics means) with no charge in the Order’s terms and conditions or, in absence of such acceptance, at the moment the Products are delivered to the Buyer.

3.3 Orders regularly accepted by the Seller cannot be cancelled by the Buyer without the Seller’s written consent.


4) Price of the Products

4.1 The prices of the Products shall be those indicated in the Seller’s price list in force at the time of the placing of the Buyer’s Order or, should the Product not be included in the price list or should the price list not be available, that indicated in the Order and confirmed in Seller’s written acknowledgement of the Order. Said prices shall be ex works prices, net of VAT and any discount. They shall not cover the packaging, shipping and transport costs from the Seller’s premises to the Buyer’s premises. These costs shall be separately borne by the Buyer.

4.2 The Seller shall retain the title to the Products until the entire price for the same Products has been paid. The Buyer shall take all necessary steps under local laws to make the retention of title clause valid and enforceable against any third party, causing registration on any apposite register where a local requirement.

4.3 The Seller reserves the right to change unilaterally the prices quoted in the price list without prior notice and with immediate effect in cases where the adjustment is due to circumstances beyond the Seller’s control (increase in the price of the raw materials and of the labour  or changes in exchange rates). In all the other cases, the amendment shall be communicated to the Buyer and shall apply to Orders received by the Seller as of the 30th day following the date in which the amendments have been notified to the Buyer.


5) Delivery terms

5.1 Except as otherwise agreed upon in writing between the parties, the Seller shall deliver the Products Ex Works its premises, as this term is defined in the INCOTERMS published by the International Chamber of Commerce, in their most updated version at the time of delivery. If required, the Seller shall take care of the shipment of the Products at the Buyer’s costs and expenses. In this last case delivery shall be considered to have taken place when the Products are transferred to the forwarder.

5.2 Delivery shall take place within the term indicated in the Order with a tolerance of 15 working days or, should the term not be indicated in the Order, within the term of 60 days, starting from the first working day following the acknowledgment of the single Order. The delivery terms are not of an essential nature and do not include shipping times.

5.3 Notwithstanding the terms of section 5.2 above, the Seller shall not be deemed responsible for delays in delivery ascribable to circumstances beyond its control, including but not limited to:

  1. a) inadequate technical data or imprecision or delays of the Buyer in transmitting the Seller information or data necessary to the shipment of the Order.
  2. b) difficulties in obtaining supplies of raw materials.
  3. c) extra-ordinary workload.
  4. c) total or partial strikes, lack of electrical power, natural calamities, measures imposed by the public authorities, transport difficulties, act of God, riots, terrorism attacks and all other circumstances or force majeure.
  5. e) delays of the forwarder.

5.4 The occurrence of any of the events listed above does not entitle the Buyer to claim for any liquidated damages or compensation of any kind.


6) Shipment

6.1 Shipment shall always take place at the Buyer’s risk and expenses by the means of transport which the Seller shall consider most appropriate, when it will not be provided with any specific instructions on this subject.


7) Payments

7.1 Unless otherwise agreed upon between the Parties, the Seller shall issue the invoices upon delivery of the Products.

7.2 Payments shall be done in Euro within the time agreed.

7.3 Failure to make payments within the time agreed entitles the Seller to charge the Buyer overdue interests at the rate provided by the Italian Legislative Decree n. 231/02.

7.4 Failure to pay or delayed payments above 30 days also entitle the Seller to suspend the delivery of the Products and terminate every single Sale entered into. The suspension of the delivery of the Products or the termination of any Sale shall not entitle the Buyer to claim for any compensation.

7.5 Any complaints regarding the Products and/or their delivery shall not be ground for suspending or delaying the payment.


8) Supply

8.1 The Buyer is supposed to make all necessary tests on the material supplied. It is also the  Buyer’s lookout to inform the Seller of all problems that may have occurred during the sampling stage and before ordering the bulk order. In case the Buyer places a bulk order without sampling the material first, the Buyer has to make all tests to prove that the material is suitable to the usage this is addressed to before start cutting the goods.


9) Non conformity

9.1 Any non-conformity of the Products delivered to the Buyer as to the type and the quantity indicated in the Order must be notified to the Seller in writing five (5) days from the date of delivery. Any whatsoever claim raised does not authorize the Buyer to suspend pending payments.

9.2 The Buyer will loose his right to claim if he does not inform the Seller, by writing, of all problems occurred before cutting the material. The Buyer has to submit to the Seller all the documents required to follow up the claim as well as the product that is object of the claim itself.

9.3 Any return of goods has to be entitled by the Seller. Without this authorization all returns will be rejected and shipping costs debited back to the sender.

9.4 In any case, Buyer’s right to damages shall be limited to a maximum amount equal to the value of the Products showing defects or faults.


10) Legal domicile, applicable law and jurisdiction

10.1 The Seller is legally domiciled at its own head offices.

10.2 These Conditions of Sale as well as each single Sale shall be governed by and construed in accordance with Italian Law.

10.3 All disputes arising from or connected to these Conditions of Sale and/or with each Sale shall be subject to the exclusive jurisdiction of the Court of Busto Arsizio (VA) –  Italy

10.4 Notwithstanding the section 10.3 above, the Seller reserves the right, when bringing legal action as plaintiff, to take such action at the Buyer’s place of residence, in Italy or abroad.

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