Terms and conditions of use
Standard Terms & Conditions of sale
1. GENERAL (a) These conditions shall apply to all quotations made and all orders and contracts for the sale of goods by the Company (hereinafter called “the goods”). These Terms and Condition of Sale shall apply to all orders and contracts and have precedence over any other terms and conditions, warranties or representations, whether made prior to, collateral with or subsequent to the order or contract. Special or additional terms of the Purchaser contained in his order, or otherwise, shall be of no effect unless the same be separately brought to our notice and express consent thereto is given in our written acceptance. (b) None of our servants or agents has the authority orally to agree or accept any variation or condition to any contract and the same shall only be binding upon us if contained in writing and signed on our behalf by an officer of the Company.
2. VALIDITY Unless previously withdrawn, our quotation is open for acceptance within 7 (seven) days only from its date and is subject to confirmation by us at the time of such acceptance.
3. ORDERS (a) Notwithstanding that the Company may have given a detailed quotation no order shall be binding on the Company unless it has been acknowledged by the Company.
(b) All descriptive and forwarding specifications, drawings and particulars of weights and dimensions supplied by the Company are approximate only and the descriptions and illustrations contained in our catalogues, price lists and other advertisement matter are intended merely to present a general idea of the goods therein and none of these shall form part of the contract. (c) The Company’s catalogues, brochures and leaflets are not binding as variations may be made without notice.
(d) Prices in any price list published by the Company are subject to alteration or withdrawal without notice.
(e) The prices at which the Company agrees to supply will be the current prices at the date of despatch and the Company reserves the right to amend the prices quoted in the event of any changes prior to that date.
(f) Prices quoted include copper, any drum/reel and outer packing unless otherwise stated. If there are any special requirements with regard to despatch or delivery the Company reserves the right to levy and extra charge therefore.
(g) All orders are subject to a minimum order charge which varies according to product and which is subject to periodic revision. We will inform you of minimum order charges on request.
(h) All prices quoted are exclusive of Value Added Tax unless otherwise stated.
(i) The Company will only accept goods back from the Purchaser if it has previously agreed in writing to do so.
(j) The Company reserves the right to levy a charge in the event of the order or contract, in whole or part, being cancelled.
4. TERMS OF PAYMENT Unless otherwise stipulated in the acknowledgement of order, payment is due in full at order.
5. INSPECTION AND TESTS If special tests, or tests in the presence of you or your representatives, are required these, unless otherwise agreed, must be made at our works and may be charged for extra. In the event of any delay on your part in attending to such tests after 7 (seven) days notice that we are ready, the tests will proceed in your absence and will be deemed to have been made in your presence.
6. TIME FOR DESPATCH (a) All periods for despatch and delivery expressed in the contract are approximate only. In this respect time is not considered to be of the essence and the Company will use all reasonable endeavours to effect despatch within the stipulated period, or if no such period be stipulated, within a reasonable time, provided that the Company shall be under no liability for any loss or damage to the Purchaser or others arising directly or indirectly out of the despatch or delivery, whether due to its default or not, nor shall such late despatch or delivery be deemed to be a breach of contract, nor entitle the Purchaser to cancel this contract.
(b) The Company shall be entitled, with liability on its part without prejudice to its other rights, to terminate the contract or any unfulfilled part thereof, or at its option to suspend or make partial deliveries if:
i) The Purchaser requests it to carry out works development or modification in addition to or in variation of the contract, or
ii) The completion of the manufacture of goods is prevented, hindered or delays either directly or indirectly be reason of the Purchaser failing to furnish necessary information or instruction, war, civil commotion, governmental restrictions, transport difficulties, strikes, lock-outs, accidents or stoppages to works, shortage of labour, materials, equipment and fuel or power, machinery breakdown of any cause whatsoever beyond the control of the Company or its sub-contractors or suppliers, whether such cause exists at the date of order or not.
7. DELIVERY AND RISK (a) When delivery is effected by the Company or by an independent contractor arranged by the Company, the Purchaser shall be bound to accept delivery of the goods on arrival at the address specified by the Purchaser on his order form whereupon risk in the goods shall pass to the Purchaser. The Purchaser must notify the Company in writing (otherwise than upon the carriers documents) of damage in transit, mis-delivery, or quantity discrepancy within 3 calendar days of arrival at the delivery place.
(b) When the goods are to be collected by the Purchaser risk in the goods shall pass to the Purchaser immediately upon collection.
8. FAULTS AND DEFECTS AND EXCLUSION OF LIABILITY (a) On receipt of the goods supplied hereunder the Purchaser must immediately examine them, on discovery of visual faults or defects, within 3 (three) working days notify the Company thereof in writing. All non-visual faults or defects must be notified to the Company in writing within 7 (seven) working days of the date of delivery to, or collection by, the Purchaser.
(b) Upon the Purchaser notifying the Company within the appropriate period provided by sub-clause 7 (a) of damage in transit, mis-delivery or quantity discrepancy and upon the fault, defect or damage in transit, mis-delivery or quantity discrepancy being established to the satisfaction of the Company it shall use its best endeavours to replace such goods or to make up any shortage. If the goods delivered are not in accordance with the specification the Company shall accept the same for credit and replacement. All goods replaced hereunder remain the property of the Company.
(c) The Company shall not replace goods or make up shortages:- i) If faults or defects are not notified in accordance with clause 8 (a) or is damaged in transit, mis-delivery or quantity discrepancy is not notified in accordance with clause 7 (a). ii) In respect of which the Purchaser or any third party has without previous written consent of the Company effected modification or repairs. iii) If the faults or defects were caused by incorrect or negligent handling, disregard of operation instruction, unsuitable work, faulty erection or any other default by the Purchaser or a third party. iv) If the faults or defects were caused by fair wear and tear, accident or any other matter beyond the reasonable control of the Company occurring after the date of arrival.
(d) The absence of any complaint or claim during the aforementioned period shall be conclusive evidence in any proceedings that the Company has fully discharged all of its obligations under contract in particular that the goods are in conformity with the contract in all respects.
(e) Save as in hereinbefore mentioned, contracts may be cancelled only with the written consent of the Company and on terms which will indemnify the Company for all loss including, but not by the way of limitation, the costs of goods manufactured or in the course of manufacture.
(f) The terms of this Condition are in lieu of all conditions, warranties or other terms as to description, fitness for purpose, condition, merchantability, quantity or otherwise in respect of goods or packing whether expressed in the contract or implied by Common Law, custom or statute and notwithstanding that such purpose or condition may be, may become, or may have been known to the Company. Apart from its obligation to replace goods in accordance with the terms of this Condition, the Company accepts no liability either for faults or defects in goods or for any loss or damage to the Purchaser or other arising directly or indirectly from any breach of the terms of the contract of the general law, and defects in quality or dimensions shall not be a ground for cancellation of the contract or of the balance of the contract by the Purchaser.
(g) Without prejudice to the generality of the foregoing: i) The Company shall not be liable for any consequential loss or damage suffered by the Purchaser, including but without limitation, delay, loss of production, loss of profits, loss of or damage to other property of goods and death or injury to persons, nor shall it be liable for any loss or damage capable of being covered by insurance. ii) The Company shall not be liable in damages in excess of the total price stated in the contract even if the Purchasers loss or damage results from a fundamental breach of repudiation and even if lying connection with the goods to the extent that the same exceeds the limitations of liability aforesaid. iii) The Company does not warrant that the goods are fit for any particular purpose and the Purchaser shall not be entitled to rely upon the Company as having any particular skill or judgement in relation to any particular use of the goods. iv) No warranty is given by the Company as to the dimensions of goods supplied hereunder and the Company reserves the right to alter the construction of its products without prior notice to the Purchaser.
(h) The Company is not obliged to compensate the damage incurred to the Purchaser or third parties, if the goods were used in direct air and space travel applications and the damage resulted from or in connection with the use of the goods pursuant to this article, unless such damage would be caused intentionally or in gross negligence by the Company.
9. TOOLS AND PATTERNS When the Purchaser pays for part costs of dies, moulds, patterns, plates or other tools, they nevertheless shall be and remain the property of the Company and be retained by us, although available for use in connection with future requirements of the Purchaser.
10. INDEMNITY The Company shall not be liable for, and the Purchaser shall indemnify and hold it harmless against, all claims by any person in tort or for infringement or alleged infringement of patent trademarks, copyright, registered designs, or otherwise arising directly or indirectly in connection with goods manufactured by it or with work done by it on goods in accordance with the Purchasers specifications or with the siting or installation of goods.
11. PROPERTY IN GOODS Until full payment has been received by the Company for all goods whatsoever supplied at any time by it to the Purchaser: i) Property in the goods remain in the Company ii) Should the goods (or any of them) be converted into a new product, whether or not such a conversion involves the admixture of any goods or product whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of the Company and it shall have the full legal and beneficial ownership of the new product. iii) Subject to 11 iv) and 11 v) below, the Purchaser shall be at liberty to sell the goods and new products referred to in 11 ii) above in the ordinary course of business on the basis that the Company shall have the full legal and beneficial ownership of the goods and such new products and that the proceeds of the sale thereof shall be the property of the Company, and for which the Purchaser shall account to the Company demand until the Company has been paid in full. iv) The Company may at any time revoke the Purchasers power of sale by notice to the Purchaser, if the Purchaser is in default for longer than seven days in the payment of any sum whatsoever due to us (whether in respect of goods or any other goods supplied at any time to it by the Company or for any other reason whatsoever) or if the Company has bona fide doubts as to the solvency of the Purchaser. v) The Purchasers power of sale shall automatically cease if a Receiver is appointed over any of the assets or the undertaking of the Purchaser, or a winding-up order is made against the Purchaser, or the Purchaser goes into voluntary liquidation (otherwise for the purpose of reconstruction or amalgamation) or calls a meeting of, or makes any arrangements or composition with, creditors to commit any action of bankruptcy. vi) Under determination of the Purchasers power of sale under 11 iv) and 11 v) above, the Purchaser shall place the goods and the new products at the disposal of the Company and the Company shall be entitled to enter upon any premises of the Purchaser for the purpose of removing goods and new products and to remove such goods and new products from the premises of the Purchaser (including severance from realty where necessary).
12. STATUTORY AND OTHER REGULATIONS If the cost to us of performing our obligations under the contract shall be increased or reduced by reason of the making or amendment after the date of tender of any law or of any order, regulation or bye-law having the force of law that shall effect the amount of such increase or reduction shall be added to or deducted from the price as the case may be.
13. LEGAL CONSTRUCTION The contract shall in all respect be construed and operate in conformity with Italin Law. If any of these Conditions or any part thereof is rendered void and unenforceable by any legislation to which it is subject, it shall be so void and unenforceable to that extent and no further.
14. ARBITRATION All disputed differences and questions which may at any time arise between the parties hereto or their respective representatives or assigns touching or arising out or in respect of these Conditions of the Contract or the subject matter thereof shall be referred to a single Arbitrator in Naples, Italy.