General Conditions of Sale

General Conditions of sale

(applicable to international sales if the same are specifically referred to in Contracts and/or offers and/or Orders Confirmation)
Art. 1. Definitions.

The following words have the following meaning:

“Contract” means an agreement for the sale of one or more Products from Agri Parts S.r.l. (the “Seller”) to the Buyer;

“Products”, also in singular form, means the products in the Seller’s catalogues; any representation and/or image relating to the Products including, but not limited to, in websites, brochures, catalogues, price lists and other similar documents of the Seller is approximate and purely illustrative unless expressly referred to in the Contract. Original Equipment Manufacturer’s (OEM) trademarks and descriptions are used for reference only and such use does not imply that the Products and/or their parts are manufactured by said OEM, even if are interchangeable with OEM products.

Art. 2. Application and order of precedence.

2.1. These General Conditions of Sale (in the version in force at the time of conclusion of the Contract) constitute and integral part of any Contract that will be entered into between the Seller and a Buyer whose place of business/residence is located outside of Italy, provided that the same are specifically referred to in the Contract(s). Therefore, these General Conditions of Sale shall not be applicable if they are not referred to in Contract(s) and/or offer(s) and/or Order(s) Confirmation.

A Contract is concluded:

by Seller’s offer and Buyer’s purchase order (“Order”); if the Order differs from the Seller’s offer, such Order constitutes an Order to be confirmed by the Seller to conclude the Contract;
by Buyer’s Order and Seller’s Order Confirmation; if the Order Confirmation differs from the Buyer’s Order, such Order Confirmation shall constitute the Seller’s offer and the Buyer, to conclude the Contract, must send to the Seller the purchase Order (that does not differ from the Seller’s offer).

Orders, Orders Confirmation and any amendments thereto must be in writing.

2.2. In the event of any contradiction between these General Conditions of Sale and a Contract and/or any written special conditions in force between the Seller and the Buyer, the provisions of a Contract and/or any written special conditions between by the Seller and the Buyer shall prevail.

In no event shall be applicable the General Conditions of the Buyer.

Art. 3. Prices.

The Seller shall have the right to increase the prices of the Products even after conclusion of a Contract and prior to delivery of the Products in the event of cost increases for any reason beyond the Sellers’ control, including, but not limited to, force majeure, increase in the costs of labour, raw materials and/or components, shortage of material and/or labour, strikes, etc.

Art. 4. Payment of the price. Claims. Termination. Suspension of performance.

4.1. The terms of payment of the price shall be agreed upon in writing between the Seller and the Buyer with respect to each Contract.

4.2. In the event of any delay in payment by the Buyer, the Seller shall be entitled, at its sole discretion, to charge interest on late payments at any maximum rate possibly provided for by the applicable law, and without prejudice to any and all of the Seller’s rights arising out of the Buyer’s failure to pay the price on the relevant due date/s.

4.3. Any claim concerning the performance of the Contract shall not entitle the Buyer to suspend or delay payments.

4.4. The Seller shall be entitled either to terminate any Contract and/or suspend performance in the event that the Buyer fails to duly fulfil its obligations to pay the price (including the failure to make the advance payment, if due) in accordance with the terms agreed upon.

4.5. The Seller may terminate and/or suspend performance of any Contract by sending a notice to that effect to the Buyer in the event that the Buyer is put into liquidation or becomes subjected to any other form of insolvency proceedings, or in the event that the Buyer financial position changes substantially so as to endanger the ability of the Buyer to carry out its obligations.

4.6. In the event of any material breach by the Buyer of its obligations, then, in addition to any rights that the Seller has according to these General Conditions of Sale and/or the applicable law, the Seller shall be entitled to retain, by way of liquidated damages, all the sums already paid by the Buyer, without prejudice to the Seller’s right to claim compensation for any further damages suffered.

4.7. In the event that the Buyer does not pay and/or delays a payment of any amount, the warranty shall be deemed automatically void and, therefore, the Buyer shall not be entitled to any claim under the warranty.

Art. 5. Retention of title.

5.1. In the event that payment, be it in whole or in part, is to be made after delivery, then, to the extent permitted under the laws of the country where the Products are located, the Seller shall retain title thereto until full payment of the price.

5.2. In case of non-payment/late payment, and without prejudice to any other right that the Seller may have according to these General Conditions of Sale and/or the applicable law, the Seller shall be entitled to enter the premises of the Buyer where the Products are held and re-possess the Products.

Art. 6. Terms of delivery.

6.1. The terms of delivery of the Products shall be agreed upon in writing between the Seller and the Buyer with respect to each Contract.

6.2. Unless otherwise agreed in writing, terms of delivery are purely indicative and not binding. In no case shall any delay in delivery grant the Purchaser the right to cancel any Contract and/or to demand compensation for damages.

6.3. The Seller is entitled to effect partial delivery of the Products and these General Conditions of Sale shall also apply to any partial delivery.

Art. 7. Delivery and packaging.

7.1. The Products shall be delivered by the Seller to the Buyer appropriately packed.

7.2. With each shipment the Seller shall send the Buyer a copy of the invoices, a packing list and the transport document.

Art. 8. Warranty.

8.1. The Seller warrants that the Products for a period of 12 (twelve) months from shipment to the Buyer, under normal use and service, shall be free from defects in materials and workmanship.

8.2. The warranty consists in the replacement, at the Seller’s sole discretion and at its expense, of the defective parts of the Products (“Parts”) or Products.
The Parts/Products to be supplied to the Buyer under warranty shall be delivered ex works (Incoterms® 2010 and subsequent amendments) the Seller’s factory, at present located in Castenaso (BO) Italy.
Replacement shall neither extend nor decrease the original warranty period.

8.3. The Buyer shall, also through its authorised sales and/or service organisation, carry out free of charge all repairs and/or replacements during the warranty period of the Products.
The Buyer waives the right of recourse against the Seller, which is therefore expressly excluded, for any activity performed pursuant to this Agreement and/or any applicable law, in the event of defective Products.

8.4. Provided that the defects have been timely notified in accordance with clause 8.7 hereof, the Seller shall supply to the Buyer free of charge the Parts/Products needed to replace defective ones, as specified in art. 8.2 hereof.
The Buyer shall bear the costs of such services; therefore, the Buyer shall carry out free of charge all repairs and/or replacements during the warranty period.
The Seller’s only obligation with respect to the warranty shall be the shipment (ex works delivery) of the Parts/Products needed to replace the defective ones.

8.5. The warranty shall not cover the Parts which are subject to normal wear and tear.
Further, the Seller shall not be liable, and the warranty shall be excluded, for any damages of whatever nature caused by improper use, by use not in compliance with operation and/or maintenance manual, for damages due to incorrect unpacking, for damages due to repairs made by unauthorised persons, for damages due to incorrect repairs or in any event due to any other reason not attributable to the Seller.

8.6. Except for wilful misconduct and gross negligence, any other damages, including any possible damages resulting from the lack of or a reduction in production, in addition to any indirect or consequential damages, and the right to terminate any Contract, are expressly excluded.

8.7. The warranty shall be subject to the Buyer duly informing the Seller, in accordance with the terms of Art. 13 below, within the following terms: any complaints relating to packing, quantity and exterior features of the Products (apparent defects) must be notified to the Seller within 10 (ten) days after delivery of the Products to the Buyer; failing such notification the Buyer’s rights to claim with respect to the above defects will be forfeited; any complaints relating to defects that cannot be discovered on the basis of a careful inspection of the Products after delivery (hidden defects) must be notified to the Seller within 10 (ten) days after discovery of the defects or failure; failing such notification the Buyer’s rights to claim with respect to the above defects and failure will be forfeited.

8.8. Parts/Products may be returned to the Seller only after its previous written authorization.
Returned Parts/Products will be delivered to the Seller’s premises, at present located in Castenaso (BO), Italy, at the costs and risks of the Buyer, accompanied with a document bearing the number and date of the Order, the quantity, the Products/Parts code number and claim description.

8.9. At the Seller’s option, instead of replacement of defective Parts/Products, the Seller may decide to reimburse the Buyer for the price paid for the defective Parts/Products.

Art. 9. Limitation of liability. Maximum extent of liability.

9.1. Except in the case of gross negligence or wilful misconduct, or damages to persons, the Seller, its officers and employees, shall not be liable for damages in respect of the lack of or a reduction in production, indirect or consequential damages, and any other financial or economic loss.

9.2. Except in the case of gross negligence or wilful misconduct, and without derogating from the provision set forth in article 9.1 hereinabove, the total aggregate liability of the Seller to the Buyer, other than in case of injury to persons, shall not exceed, in any event, a percentage of 50% (fifty per cent) of the price of the Products which gave rise to the claim.

Art. 10. Confidentiality obligations.

10. The Buyer shall keep strictly confidential and will not disclose any technical information (such as, but not limited to, drawings, schedules, documentation, formulae and correspondence) received from the Seller or in any way learnt during the course of the relationship with the Seller.
Any such information may only be disclosed to third parties with the Seller’s prior authorisation provided in accordance with the terms of Art. 13 below.

Art. 11. Force majeure.

11.1. Force majeure shall mean any act or event which is unforeseeable, beyond the parties’ will or control and in respect of which a remedy may not be found in a timely manner (such as, for example, acts of war, even if undeclared, embargo, riot, insurrection, fire, sabotage, natural disaster, acts or provisions of government authorities, strikes, inability to procure raw materials, equipment, fuel, energy, products, components, labour or transport).

11.2. Upon the occurrence of any event of force majeure the delivery date, upon the request of the Seller, shall be postponed for a period at least equal to the period of the force majeure or, in any event, for a reasonable period, being agreed that if the force majeure event lasts for more that 90 (ninety) days the Seller shall be entitled to terminate the relevant Contract(s).
Neither party shall be responsible for damages caused by any delay or failure to perform, in whole or in part its obligations, when and as long as such delay or failure is due to a force majeure event.

Art. 12. Compliance.

12. Except as otherwise agreed in writing between the parties, the Seller only undertakes that the Products shall be manufactured in accordance with European regulations and standards.
At any rate, it is the sole responsibility and obligation of the Buyer to ensure at its costs that the Products (and the sale of the Products) comply with all regulations and/or other requirements regulating the sale and use of such Products in the countries in which such Products will be sold and/or used.
The Buyer shall indemnify and hold the Seller harmless from and against any and all claims/costs arising out of or relating to the failure by the Buyer to comply with the above provisions.

Art. 13. Notices.

13.1. All notices provided under the Contract, as well as all notices given by the parties hereto during the performance of the Contract, shall, without exception, be in writing (this term being deemed to include e-mail and facsimiles).

13.2. Such notices shall take effect at such time as they are delivered to the address, including the e-mail address and fax of the other party.
In the event of any change in address, fax number and e-mail address the parties hereto shall immediately notify the other party thereof.

Art. 14. Jurisdiction and Governing law.

14.1. Any and all disputes arising out of or in connection with these General Conditions of Sale and/or with the contracts of sale of the Products from the Seller to the Buyer shall be settled in an amicable manner by means of negotiations between the parties held in good faith.
In the event that it is not possible to reach an amicable settlement within a reasonable period of time, then any such dispute shall be settled exclusively by the Court of Bologna (Italy).
In any case, the Seller, at its option, will be entitled to bring an action also before the competent Court of the place where the Buyer has its registered office.

14.2. These General Conditions of Sale and the Contract shall be governed by Italian law (with the result that, save to the extent varied by the terms hereof, the provisions of the United Nations convention on contracts for the international sale of goods signed in Vienna on 11th April 1980 shall apply).

Art. 15. Captions.

15. The captions used herein are used for convenience only and are not to be considered in interpreting these General Conditions of Sale.

Version n.01 dated 25th November 2019