General terms and conditions for the supply
1. The general conditions for the supply shall be effective for any order, unless expressly waived in writing by the parties accepted and always confirmed in writing by Sacchi Elettronica Srl (hereinafter also as Sacchi Elettronica).
2. Verbal agreements, statements or commitments of Sacchi Elettronica’s agents, employees and/or officials which took place as, before or after your acknowledgment of these conditions will not be binding unless reaffirmed by Sacchi Elettronica in writing.
3. Orders of any sort placed by the client, will not be in any way binding on Sacchi Elettronica who can fulfil, cancel, fulfil them partially or go back on the agreement at its sole discretion. In case of conflict between the purchase order of the customer and the terms of delivery, the latter shall prevail unless the will of Sacchi Elettronica expressed in writing. Analogously, in the event of discrepancies between the order and its confirmation Sacchi Elettronica prevails. Customer orders will be confirmed in writing and the order confirmation will be sent by mail and/or fax and/or email. After seven days of receiving the confirmation, the order will be considered placed, and cannot be either delayed or cancelled unless agreed in advance and confirmed in writing.
4. Price lists, quotes, offers and prices are subject to change without notice at any time at the discretion of Sacchi Elettronica, which will immediately inform the customer who will have the right to renegotiate the contract.
5. The prices quoted from Sacchi Elettronica are to be regarded as, unless otherwise stated in the offer, ex warehouse Sacchi Elettronica net of taxes, transportation costs, customs and other fiscal charges.
6. The delivery terms of the goods, if agreed, refer to the date the forwarder takes charge of them. The delivery terms are approximate and any delays in the delivery of the goods will not regard Sacchi Elettronica as responsible. As a consequence the customer can neither charge nor claim any compensation for damage suffered as a result of any delays in the delivery of the goods from Sacchi Elettronica.
7. The goods will be delivered by Sacchi Elettronica in the place indicated by the customer and shown on the relevant transport document even if different from the customer’s headquarters which from that moment on exempts entirely Sacchi Elettronica from any possible prejudices and/or damage suffered by the customer and caused by the place of delivery of the goods.
8. Force majeure fortuitous events and all unforeseeable circumstances or exceptional events which may affect the smooth fulfillment of the order, such as delivery delays on the part of Sacchi Elettronica suppliers, disruption of transportation and/or mishaps with the manufacture, trade union conflicts lack of raw material, energy, state authorities measures as well as restrictions on imports and exports, will allow Sacchi Elettronica to adequately extend delivery timescale or deadlines or, if the order processing is jeopardized or made impossible, to withdraw from the agreement contract totally or partially. Under the circumstances aforementioned, the customer has no right to get any compensation from Sacchi Elettronica which is entitled to cancel, even if confirmed, the steps of order fulfillment, if the client has become insolvent, or faced insolvencies when it came to pay other supplies or suppliers, or in the event of the secured assets decrease.
9. In the event that none of the technical specifications were provided by the customer and that was accepted by Sacchi Elettronica for order fulfillment, the specifications will then be those indicated by Sacchi Elettronica.
10. The partial fulfillment of the order by Sacchi Elettronica will entail an acceptance limited to the quantities of the goods included in the partial fulfillment. In this respect, Sacchi Elettronica retains the right not to proceed further partial fulfillments of the same order. Neither the customer nor a third party can derive any rights from these conditions consequently they have in no way the right to put forward demands of any kind.
11. The delivery of the goods will be, unless otherwise agreed, entirely covered by the customer that, in this regard, is not entitled to cheaper rates or means of transport different to those charged by Sacchi Elettronica.
Disputes and claims for faulty products
12. Claims for incorrect deliveries or complaints for major and evident defects will have to be sent to Sacchi Elettronica in writing within eight days from the moment they were found and will have to be shown on the delivery note or other documentation on receipt of the goods. Failure by the purchaser to comply with this policy will result in facing forfeiture which means that the customer will not receive any compensation.
13. As for the beginning and the length of the warranty, refer the terms set out in the warranty provisions of the products, in force at the time of sale.
14. Warranty will not cover in any case:
14.1 Any transport breakdown;
14.2 Damage, malfunctions or anomalies caused by environmental as well as climate conditions;
14.3 Damage and failure caused by carelessness, negligence, tampering, disassembly or customer’s inability to use the products;
14.4 Damages and consequent malfunctions caused by misuse of the product and/or by not using it in accordance with the instructions for use given by the manufacturer.
Retention of title
15. In the event of action by a third party on products subject to retention of title, in particular with regard to foreclosures and seizures, Sacchi Elettronica will be informed immediately.
16. In the event of non-payment by the customer of total or partial deliveries, by the due date, Sacchi Elettronica upon request, can regain possession of the goods delivered. Notwithstanding the foregoing, the customer is responsible for any damage and/or loss occurred after the delivery even if they are attributable to unforeseeable circumstances, force majeure or other events and therefore not to the customer.
17. Payments will be made according to the conditions agreed between Sacchi Elettronica and the customer which will be indicated in the order confirmation. In all other cases the standard payment is due upon receipt of the invoice date.
18. Whatever the reason, in case of non-payment or late payment of any amount due to Sacchi Elettronica, a fixed annual 10 percent interest rate will take effect from the time of either non-payment, or late payment with no need for Sacchi Elettronica to issue a formal or official notice of default unless Sacchi Elettronica receives compensation for substantial damages.
19. Sacchi Elettronica will have the right to refuse or suspend supplies in the event of late payment or default from the buyer, if any amount is due to Sacchi Elettronica, if the buyer’s assets/financial position gets worse after the conclusion of the contract and/or even if his/her guarantees on assets reduce.
20. The buyer renounces to oppose to Sacchi Elettronica the compensation of possible credits unless its debts to to Sacchi Elettronica itself are paid in full, first.
21. In the event of non-payment by the due date even if it is a part of the supply amount, the purchaser automatically forfeits rights over the amounts not yet due and will therefore make the immediate and full payment of his/her debt, interest and costs.
Assignment of credit
22. Sacchi Elettronica may use either factoring or lending companies for possible assignment of credits.
Express termination clause
23. This contract may be terminated automatically pursuant to the provisions in the Article 1456 of the Civil Code if the buyer:
23.1 suspends, the payment, even partially, of any sum due to Sacchi Elettronica in relation to supplies provided to him/her;
23.2 refuses to collect the goods;
23.3 discloses to third parties news and information relating to the business relationships with Sacchi Elettronica;
23.4 is subject to insolvency procedures without exception, and also if against him prove risen deeds of protest, or estate, property or third parties pending enforcement proceedings;
23.5 guarantees on assets for the protection of the fulfillment of the credit claims of Sacchi Elettronica reduce;
23.6 s/he purposely decides to be unreachable;
23.7 company or corporate structure effects any changes;
23.8 refuses, if required, to grant Sacchi Elettronica guarantees and collateral;
In the event of termination of the contract the purchaser, in addition to being required to pay in full the amount due Sacchi Elettronica, will have to pay compensation for any damages suffered.
24. Regardless of the provisions of the previous paragraph, Sacchi Elettronica can still withdraw from this agreement, without any obligation to state reasons, with a notice of 30 days to the delivery date. In this respect, the customer is neither entitled to, nor can claim any compensation from Sacchi Elettronica for damages suffered as a result of any delays in the delivery of the goods.
25. In the event that Sacchi Elettronica availed itself of credit insurance companies, Sacchi Elettronica reserves the right to cancel the contract and/or stop and/or cut off supplies when the customer’s financial difficulties are explicitly declared in writing by the credit insurance company.
26. If the customer submits a request in writing, for a stock of goods defined in the terms, model and quantity, allocated to him/her the customer himself/herself, in the event of termination of the sales contract will be required to collect and pay in a lump sum the complete inventory according to the agreed terms and conditions.
27. Throughout the length of this contract, the parties agree to keep confidential all confidential information coming to their knowledge in the course of the contract itself.
28. In accordance with the Italian Data Protection Law D.Lgs. (Legislative Decree) 196/2003, the buyer authorizes Sacchi Elettronica to use and process his/her personal data, declaring as of now to be aware and informed of the purposes and methods of treatment, the optional nature of their provision and that s/he can legitimately oppose its handling by Sacchi Elettronica. The buyer declares to have been informed, pursuant to Article 7 of Legislative Decree 196/2003, that s/he is the holder of the rights envisioned by the aforementioned regulation and the way they are exercised. The buyer shall entitle Sacchi Elettronica to communicate his/her personal data to its subsidiaries and associated companies for statistical commercial, marketing, credit protection, management and assignment of credit purposes through consultation, processing, comparison, interconnection and communication of the data itself for credit protection purposes and always for the prime and sole purpose of what is contained in this agreement. See also website: www.sacchielettronica.it under (Privacy)
29. Any dispute arising out of supply relationships governed by these terms and conditions or somehow connected with them, will be dealt with exclusively by the court of Lecco with the express and unanimous exclusion of any other jurisdiction, competitor or alternative.
Pursuant and in accordance with Articles 1341 and 1342. cod. civ. (of the Civil Code) the parties hereby agree to the following clauses:
- Article 2 (third parties statements and commitments)
- Article 3 (order acceptance)
- Article 4 (sales price changes)
- Article 6 (delivery terms)
- Article 12 (disputes and complaints)
- Article 18 (late payment interest)
- Article 19 (supplies suspension)
- Article 20 (compensation)
- Article 21 (non-payment)
- Article 22 Assignment of credit
- Article 23 (express termination clause)
- Article 24 (annulment)
- Article 25 (annulment)
- Article 26 (stock)
- Article 29 (jurisdiction)