General Terms and Conditions of Sale
GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL PROVISIONS AND SCOPE OF APPLICATION
1.1 These General Terms and Conditions of Sale (“GTC”) apply to all contracts entered into by SCAME PARRE S.p.A. [Via Costa Erta, 15 - 24020 Parre (BG) - Italy - VAT no. 00137900163] (“Seller”) and the Buyer for the supply of the following products of the Seller identified as: “200.*” product range and “201.*” product range (“Product” in the singular or “Products” in the plural).
1.2 These GTC prevail over any prior written or verbal agreement between the Seller and Buyer and may be waived only through subsequent, specific written agreements.
1.3 Any Purchase Order (as defined below) addressed to the Seller implies the acceptance without reserve of these GTC, unless the Seller expressly makes an exception which must be in writing.
1.4 If the Seller and the Buyer have also entered into a supply agreement of a periodic nature, these GTC shall supplement and apply to such agreements as well, unless this is expressly waived. In the event of conflict, the agreements specifically agreed upon by the parties shall prevail over these GTC.
2. OFFERS AND ORDERS
2.1. The Purchase Order (i.e. the paper or electronic document whereby the Buyer submits its order to the Seller) constitutes an irrevocable offer to purchase that is valid for 60 days and shall not be deemed accepted until the Seller accepts it in writing. If the Seller fails to accept the Purchase Order within the 60-day period, the Purchase Order shall be deemed to have been rejected. If the Seller fails to provide written confirmation of a verbally negotiated Purchase Order, the Seller’s issuance of the invoice or the Seller’s fulfillment of the order shall be deemed to be confirmation.
2.2. Orders and/or changes in orders placed verbally or via telephone must be confirmed in writing by the Buyer. Otherwise, the Seller assumes no responsibility with respect to any errors or possible misunderstandings.
2.3. In submitting the Purchase Order, the Buyer shall indicate the code and quantity of the Product the Buyer intends to purchase, and the place and method of delivery.
2.4 The Buyer must resell the material received exclusively in the original packaging provided by the Seller, free of tampering and modifications of any kind, otherwise the Buyer must pass on to the Buyer’s buyer all warnings and instructions found on the Seller’s minimum product packaging, together with all those found in the catalogs, brochures and technical information.
3. CHANGES TO AND CANCELLATION OF ORDERS
3.1 Subject to Clause 4.3 below, any requests to change the quantity of Products and/or cancel Products in a Purchase Order shall be considered only if communicated to the Seller in writing within the terms agreed upon between the Seller and the Buyer.
3.2 If a Purchase Order for custom-made Products is canceled, subject to and without prejudice to Clause 3.1 above, the Buyer shall promptly pay the Seller the cost of the raw material purchased by the Seller for the manufacture of such Products as well as, where applicable, the relevant production mold and/or other specific production equipment.
3.3 If Products are supplied on a periodic basis, the Buyer may request, no earlier than 10 weeks from submitting its first Purchase Order, Products of the same kind and having partially different technical features from those of the Product originally ordered, it being understood that this request for changes may only concern non-essential features of the Product.The Parties also agree that if the change requested by the Buyer with respect to the Product results in the Seller’s inability to use the same mold used to produce the Product originally ordered, the Buyer agrees to pay the Seller a lump sum for the cost of the new mold.
3.4 The Seller reserves the right not to process a Purchase Order if the Buyer defaults on orders previously fulfilled by the Seller.
4. PRODUCT FEATURES
4.1 The Product features and technical specifications are only those indicated in the Product information sheets the Seller provides to the Buyer.
4.2 The Buyer is solely responsible for selecting the Products it orders and for ensuring that the specifications indicated meet and conform to the Buyer’s needs.
4.3 The Buyer shall properly store the materials received.
5. DELIVERIES
5.1 Shipments are subject to the provisions agreed upon in negotiations, unless otherwise agreed upon by the parties in writing. The Seller shall bear the costs of and handle shipment to the Buyer’s warehouse via a courier of its choice. Delivery shall be deemed to have been made when the goods ordered are made available at the Buyer’s warehouse. The Buyer shall bear the risk of loss of and damage to the Products from the time of delivery.
5.2 The Seller reserves the right to make partial deliveries if there is a shortage in stock of the Products selected by the Buyer. The Buyer waives its right to claim damages, directly or indirectly, related to the Seller’s partial performance.
6. DELIVERY TIMES
6.1 The Seller undertakes to deliver the Products to the Buyer within the time frame agreed upon during negotiations except in the cases of force majeure or as otherwise expressly agreed between the parties as an exception to these GTC.
6.2 The delivery term may vary due to unforeseen circumstances that are not attributable to the Seller. Exceeding it does not give rise to cancellation of the Purchase Order or to the payment of penalties and/or compensation for damage and/or interest.
6.3 In any case, deliveries may be suspended in the cases envisaged under Clause 13 (non-payment or late payment) and Clause 16 (force majeure).
7. UNJUSTIFIED REJECTION OF GOODS
7.1 In the event of unjustified rejection of the goods, the Seller reserves the right to charge the delivery costs to the Buyer.
8. CONFORMITY AND CLAIMS
8.1 Once the Buyer has received the goods as per the Purchase Order, the Buyer is responsible for verifying the integrity and conformity of the Product with respect to the order placed. The Buyer must indicate any complaint regarding the non-conformity of the Product on the delivery note and, thereafter, shall notify the Seller in writing within 72 hours starting from the date of receipt or from the time when the hidden defects were discovered at the time of unpackaging.
8.2 Claims will not be considered after 72 hours from the date of delivery of the goods.
8.3 In any case, in the event of non-conformity of a Product, the possibility for the Buyer to claim termination of the agreement or Purchase Order and/or compensation for damage is excluded.
9. RETURNS
9.1 Any non-conforming Product must be returned to the Seller in the packaging in which it was delivered and without having been disassembled and/or tampered with in any way.
9.2 The Seller will not accept returns for materials that are discontinued, out of stock, or outside of their packaging. The Products must be new and properly packaged in their original packaging (where applicable).
9.3 Regarding items that are worn, dusty, altered, deteriorated, or are in poor condition, the Seller will not issue corresponding credit notes because the reconditioning costs could exceed the value of the Product. Any materials returned without prior authorization from the Seller will not be credited, even if they are on the return delivery note.
9.4 If the material has not been received 60 days after the authorization is sent, the return will be cancelled automatically. The Seller reserves the right to issue a credit note, the period within which the Buyer must pay for the goods.
9.5 The goods must be delivered to the following address: SCAME Parre S.p.A.; Via Spiazzi 51; Ponte Nossa (BG), 24028.
9.6 Failure to comply with any of the above conditions may result in additional charges or failure to collect the goods.
10. WARRANTY
10.1 The Seller warrants to the Buyer that the Products conform to the technical features declared and contained in the information sheet and that they are free from defects that could make them unfit for their intended use.
10.2 Acceptance of the Products by the courier, carrier or whoever is appointed to collect them shall be deemed to be evidence of the good condition of the packaging, and any liability of Seller in this respect shall cease upon delivery. The Buyer shall always check upon arrival that the Products reflect the Purchase Order. Upon failure to do so, the Products shall be deemed to be in conformity and accepted.
10.3 The Seller provides the Buyer a 12-month warranty against defects of the Product. This warranty shall run from the date of delivery of the Products, and its validity is subject to defects being reported within 8 days from discovery, or from when the defect could have been discovered through ordinary diligence.
10.4 The Seller must be informed, in writing within 8 days of delivery of claims regarding defects of the Products, as well as inconsistencies in quality or quantity and any other visible discrepancies.
10.5 The Seller, upon receiving proper and punctual complaints, will examine the Products said to be flawed and/or defective and/or non-conforming in order to assess the actual existence of the flaws, defects and/or non-conformities reported by the Buyer.
10.6 At the time the Buyer reports the defects, the Buyer shall also provide any information and documents useful for the above assessment, as requested by the Seller (samples, photographs, additional descriptions, tracking data). The Products shall in all cases be made available to the Seller or to third parties appointed by the Seller for the necessary checks.
10.7 Before beginning any verifications or inspections of potentially non-conforming Products, the Buyer shall provide the Seller, in writing, an estimate of the costs it intends to incur for these activities and await written confirmation from the Seller.
10.8 In the event of non-conformance of the Products, the Seller guarantees the replacement of the Products ascertained to be defective and/or faulty and/or non-conforming or, if replacement is not possible, the return of such Products with the issuance of a credit note.
11. RETENTION OF TITLE
11.1The Products supplied shall remain the exclusive property of the Seller until the agreed price has been paid in full. Until such time, the Buyer shall retain the Products and shall keep them properly stored, protected and insured and shall be liable for any damage, loss or breakdown to them.
11.2 Any enforcement proceedings initiated by third parties involving Products subject to retention of title shall be immediately brought to the Seller’s attention. In the event of breach of this obligation, the Buyer shall be liable for any damage suffered by the Seller and shall indemnify the Seller against any third-party claims.
11.3 The Buyer must: a) provide the Seller in writing with the name of the third party to whom the Product is transferred, consistent with the retention of title; b) inform the Seller in writing of the enforcement of seizures and attachments of the goods subject to the retention of title; c) inform the Seller in writing of any request or initiation of insolvency proceedings against the Buyer, and allow the Seller to regain possession of the Products subject to the retention of title, with no prior notice or formalities of any kind.
12. EXPRESS TERMINATION
12.1 Under Article 1456 of the Italian Civil Code, the Seller has the right to immediately terminate the contract/Purchase Order via simple written notice in the event of:
-
• the Buyer’s delay, by more than 10 days after the agreed due date, in paying for the supplied Products;
• the Buyer’s refusal to collect the purchased Products within 10 days;
• deterioration of the Buyer’s economic and financial conditions such as to jeopardize the normal security of the sums owed to the Seller; or the Buyer’s liquidation, closure of business or state of insolvency; or the Buyer’s undergoing insolvency proceedings of any kind, including debt restructuring agreements;
• the Buyer’s becoming unavailable.
13. PRICES, INVOICING - TERMS OF PAYMENT
13.1 The Seller shall issue invoices based on the price of the Products set out in the price list applicable on the day the Buyer places the Purchase Order. The list price includes cardboard packaging; it does not include VAT or any additional taxes or duties, where due, which will be calculated on top at the applicable rate.
13.2.
If a different price other than those in the price list is applied to the Purchase Order, the agreed prices shall prevail as the only ones applicable in derogation of any other agreement. 13.3
The Seller reserves the right to change its price list by promptly informing the Buyer in writing prior to applying the new price list. 13.4
The price shall be paid within the terms stated in the invoice. Payments shall be made in legal tender to the Seller’s domicile. 13.5 The Buyer shall bear any costs incurred by the Seller (reminders, collection costs) in the event of late payment by the Buyer.
14. NON-PAYMENT OR LATE PAYMENT
14.1. In the event of non-payment, including partial non-payment, of the amounts indicated in the invoice by the agreed deadlines the Seller reserves the right to:
-
• Demand immediate payment of any outstanding amounts
• Apply default interest as per Legislative Decree No. 231/2002;
• Suspend the sending of or reject a new Purchase Order from the Buyer until the outstanding invoices are paid in full;
• Suspend production of the Products ordered until the outstanding invoices are paid in full.
15. ACCELERATION
15.1 In the event of payment in installments of a single supply or of payment upon each individual delivery for orders with deliveries agreed at different times, the failure to pay an installment or for a supply shall trigger the acceleration clause, and consequently and immediately all subsequent installments for the Products already delivered will come due, and/or the Seller has the right to terminate the part of the contract/Purchase Order that is still to be performed, with the consequent obligation for the Buyer to compensate the Seller for damage suffered and pay the Seller any amounts due.
16. FORCE MAJEURE
16.1 Strikes of all or part of the Seller’s personnel or of the carriers assigned to deliver the Products are considered equated to cases of force majeure (by way of example only: epidemics, pandemics, floods, fires, wars, production halts including in compliance with legislative and administrative measures, shortage of warehouse stock) which exempt the Seller from the obligation to deliver the Product within the terms set forth in these GTC.
16.2 The Seller agrees to notify the Buyer in writing within 8 days of the force majeure event that the contract/Purchase Order is to be deemed suspended and that such suspension does not entitle the Buyer to compensation. Within 8 days of the termination of the force majeure event, the Seller will provide written notice that the contract will resume in full force and effect.
16.3 If the force majeure event exceeds 30 days, either party may terminate the contract/Purchase Order by sending written notice to the other party, without either party being entitled to claim compensation for respective damage suffered. Termination shall take effect upon receipt of the written notice of termination. In the event such notice fails to be delivered, the date of successful delivery shall be deemed to be the effective date.
17. PROCESSING OF PERSONAL DATA
17.1The Buyer declares that it has read the information required under Articles 13 and 14 of Regulation (EU) 2016/679 (GDPR), available at https://www.scame.com/privacy and by accepting these GTC consents to the processing of its personal data for the purposes and in the manner indicated in the above-mentioned information. The Buyer’s personal, corporate and tax data, acquired by the Seller directly or indirectly, will be collected and processed in hardcopy form or electronically exclusively for Purchase Orders to be fulfilled. The data acquired by the Seller will be kept for a period not exceeding the time necessary for the purposes for which such data was collected and subsequently processed. The removal of the data will in any case be done in a secure manner.
17.2 For any matters not expressly envisaged herein, reference should be made to the above information, which the Buyer declares it has received, viewed and understood.
18. CONFIDENTIALITY
18.1 The Buyer undertakes on its own behalf and on that of its staff and associates to maintain the strictest confidentiality and to treat as confidential all confidential and proprietary information it becomes aware of in connection with the Seller.
18.2 Confidential information means technical, technological and commercial information; data, including statistical data, subject to extreme confidentiality and/or industrial property right constraints; and any other news, secrets, facts, projects and information in the broadest meaning of the term, learned about and/or from the Seller and which are not disclosed by the Seller to third parties through official communications or that are not in the public domain.
19. INTELLECTUAL PROPERTY
19.1 The Buyer expressly acknowledges and agrees that all Intellectual Property Rights owned by the Seller are and shall remain the exclusive property of the Seller and that the Buyer shall not acquire, as a result of the sale of the Products, any rights to the Seller’s Intellectual Property Rights.
19.2 For the purposes of these GTC, the term “Intellectual Property Rights” means any industrial and intellectual property rights relating to: (i) patents for inventions and/or models; (ii) trademarks; (iii) internet domain names; (iv) designs; (v) software and firmware; and (vi) trade secrets, technical or commercial information, and know-how.
20. SELLER’S CODE OF ETHICS AND ORGANIZATION, MANAGEMENT AND CONTROL MODEL
20.1 The Buyer declares that it has read the Seller’s Code of Ethics and Organization, Management and Control model published at this link , that it is familiar with these documents, and undertakes to comply with them.
21. APPLICABLE LAW AND PLACE OF JURISDICTION
21.1 These GTC are governed exclusively by Italian law, with the exclusion of any applicable rules of private international law.
21.2 Any disputes, including regarding validity, interpretation, performance and termination, regarding the sale and purchase of the Products, governed by these GTC and by specific ones, shall be submitted to the exclusive jurisdiction of the Court of Bergamo, without prejudice in any case to the Seller’s right to bring claims before the courts of the place of the Buyer’s registered office or residence.
22. PUBLICATION AND VALIDITY
22.1 These GTC shall be published and made available at https://www.emobility-scame.com/web/ww and circulated and made available to the Buyer, including electronically
23 MISCELLANEOUS
23.1 Changes to contractual agreements or additional covenants with respect to these GTC will be valid only if agreed in writing.
23.2 Any changes in the Buyer’s legal conditions do not affect the validity of these GTC.
With specific approval, as per Articles 1341 and 1342 of the Italian Civil Code, the Buyer declares that it has carefully read and expressly approves the following clauses: Art. 3 “Changes to and cancellation of orders” - Art. 6 “Delivery times” - Art. 8 “Conformity and claims” - Art. 9 “Returns” - Art. 10 “Warranty” - Art. 11 “Retention of title” - Art. 14 “Non-payment or late payment”- Art. 15 “Acceleration” - Art. 21 “Applicable law and Place of Jurisdiction”.
