ZELLINGER
- General Principles
These General Conditions of Purchase, unless mutually and expressly derogated from in writing, shall be considered an integral and essential part of the Order or Contract and shall apply to any order sent by the Purchaser to the Supplier or to any contract signed both in Italy and abroad.
These General Conditions cancel and replace any previous agreement and/or correspondence on the subject matter, including any general conditions of sale of the Supplier, considered individually or as a whole, and prevail, unless otherwise agreed in writing, over any different or additional limiting or modifying conditions or clauses of the Supplier in its order confirmation, invoices or correspondence.
Any amendments or waivers, even following the order/contract, shall only be valid if expressly confirmed in writing by the Purchaser. - Orders and Amendments
These General Conditions shall be deemed to have been fully accepted by the Supplier upon acceptance of the order, even if not signed by the Supplier.
The execution of the Supply by the Supplier shall, in any case, be understood as tacit acceptance of these Conditions and of the specific conditions expressed in the order.
In the event of a counter-proposal by the Supplier, the same shall only be valid if expressly accepted by the Purchaser pursuant to art. 1326 of the Italian Civil Code.
The Purchaser reserves the right to make any variation to the Order by issuing an “Order Variation” stating the proposed variation and its effective date. Unless otherwise agreed, it shall be deemed to be accepted by the Supplier unless the Supplier notifies the Purchaser in writing within 4 (four) working days of its dispatch that it does not agree to supply under the proposed new conditions. - Prices
The prices shall be stated in the order or contract and, unless otherwise stated therein, shall always be understood to be in accordance with the price list in force at the time the order is placed or the contract is concluded. The prices indicated in the Order / Contract do not include VAT and are fixed and unchangeable and therefore cannot be increased for any reason whatsoever. Any changes to the current price lists must be agreed in advance with the Purchaser. Unless otherwise stated in the Order / Contract, the prices are understood to be inclusive of all costs, taxes, fees and insurances, customs duties, packaging costs and compulsory statutory charges. - Terms of Delivery
Terms of delivery are stated in the Order / Contract.
The Supply shall be delivered at the place, time, quantity and conditions specified in the Order / Contract.
The terms of delivery shall be considered mandatory and essential. Exceptions, including for technical refinements and modifications, must be expressly agreed in writing. - Late Delivery
In the event of a delay in the delivery of the Supply or in the execution of the Order, which is not due to circumstances of force majeure, the Purchaser shall be entitled to claim a penalty for delay, which, unless otherwise agreed in the Order / Contract, shall be equal to 1% of the price of the undelivered Supply or the unperformed Service for each day of delay.
The Supplier hereby declares that it considers the penalty to be reasonable and waives any dispute as to its amount. The Purchaser shall have the right to apply the penalty by offsetting it against the balance of the price due or to become due. This shall be without prejudice to the Purchaser’s right to claim higher damages and the Purchaser’s right to terminate the Order / Contract by written notice in the event of a delay of more than 7 (seven) days. - Transportation of the Supply – Risks and Transfer
In the event that transportation is provided by the Supplier, the risks associated therewith shall be borne by the Supplier. - Documentation
The material covered by the order shall be delivered complete with all technical documentation for use and technical data sheets required by the regulations in force or by the Order / Contract. This documentation is an integral part of the Supply. If the documentation supplied is incomplete and/or does not comply with the Order / Contract or the regulations in force and applicable, including technical regulations, the payment of invoices, even for subsequent deliveries, may be suspended until the complete, correct and appropriate documentation has been duly received. - Warranty
The Supplier shall warrant that the Supply meets the characteristics and technical specifications agreed or referred to in the Order / Contract, that it is fit for use, free from restrictions, that the materials used are free from defects or faults, including hidden ones, and that the workmanship has been carried out in a workmanlike manner.
In express derogation from art. 1495 c.c., the Purchaser’s complaint must be made within 30 (thirty) days from the date of delivery for “visible” defects or from the date of discovery for “hidden” defects. Written complaints of non-conformity shall be deemed accepted by the Supplier if they are not contested within 5 (five) days of receipt. Without prejudice to any other rights to which the Purchaser may be entitled by law or contract, the Supplier shall, at its own cost and expense, repair and/or replace the defective Goods within a reasonable time requested by the Purchaser. The warranty shall include the cost of labor, transportation and packaging. In the absence of prompt action by the Supplier, the Purchaser shall be entitled, at its option: a) to accept the Supply with a reasonable reduction in price; b) to arrange for the repair, directly or through a third party, at the Supplier’s expense. In case of replacement or repair, the warranty period shall run from the date of such repair; c) to terminate the contract.
The Supplier / Manufacturer is liable for damages (death, personal injury) caused to individuals by product defects.
The Supplier is obliged to indemnify and hold harmless the Purchaser for any damages, costs or claims arising or resulting from defects and faults in the Supply. - Force Majeure
Force majeure includes unforeseeable events and circumstances beyond the reasonable control of the affected party, the occurrence of which is unavoidable and unforeseeable for the affected party, and which have the effect of preventing the affected party from performing any or all of its contractual obligations. Causes of Force Majeure include, but are not limited to, the following: earthquakes, hurricanes, floods, fires or other natural disasters or epidemics, war, revolution, coup, riots, disturbances and other warlike hostilities, invasions, acts of terrorism, sabotage/piracy, expropriation, confiscation, embargo or destruction ordered by civil or military government authorities, prohibitions and acts of government authorities or public agencies, whether lawful or unlawful, national strikes and lockouts. In no event shall delays or strikes by subcontractors be considered Force Majeure. If the delay due to Force Majeure exceeds 15 (fifteen) days, this shall not affect the Purchaser’s right to cancel the order by written notice with immediate effect on deliveries. If the impediment resulting from Force Majeure prevents the party from performing for a period of more than 90 (ninety) days, either party may declare the Order / Contract terminated with immediate effect by written notice to the other party. - Payments
In the event of defects or faults or any other failure by the Supplier to perform in a timely and accurate manner, the payment terms shall be suspended and shall resume from the moment the defect or fault is remedied. The suspension or delay of payment shall not, for any reason whatsoever, constitute a suspension of the Supplier’s performance. Payment shall not constitute acceptance, even partial acceptance, of the Supply or Service. The Purchaser shall be entitled to set off the sums paid against any sums owed by the Supplier to the Purchaser, including damages. - Prohibition to Transfer the Contract
The Supplier is expressly prohibited from transferring or assigning the Orders / Contracts or the rights/obligations pertaining thereto, in whole or in part, to third parties without the express prior written consent of the Purchaser. In case of violation, the Purchaser shall have the right to suspend payments pursuant to Art. 1460 cc. In case of subcontracting authorized by the Purchaser, the Supplier’s full direct liability towards the Purchaser shall remain unaffected. - Order Cancellation and Withdrawal
The Purchaser has the right to revoke the Order at any time, at its discretion, until receipt of the Notice of Acceptance sent by the Supplier by certified email.
The Purchaser reserves the right to cancel the Order at any time, in accordance with and pursuant to Article 1373 of the Civil Code, by registered letter with acknowledgement of receipt or by certified email, with a notice period of at least 15 (fifteen) days before the agreed delivery date. In this case, the Purchaser shall pay the Supplier an amount equal to the value of the service performed, in exchange for the delivery of the Supply, or the part thereof, made on the date of withdrawal. - Express Termination Clause
The Purchaser shall have the right to terminate the Order / Contract with immediate effect pursuant to Article 1456 of the Civil Code by simple written notice (including by email) in the event of: a) breach by the Supplier of the confidentiality and non-competition clauses; b) delay by the Supplier in the delivery of the Supply for more than 7 (seven) days; c) deterioration in the financial/equity situation of the Supplier to such an extent as to jeopardize the regular supply; d) fraud or gross negligence in the execution of the Supply to such an extent as to damage the image or the business interests of the Purchaser; e) legal proceedings against the Supplier to such an extent as to jeopardize the image or the business interests of the Purchaser; f) liquidation, cessation of business or state of insolvency of the Supplier or submission to insolvency proceedings of any kind (including debt rescheduling agreements or agreements with creditors). - Supplier’s Intellectual Property
The Supplier warrants that the manufacture, use and marketing of the delivered Supply / Products, their accessories and components do not involve the infringement of industrial or intellectual property rights of third parties. To this end, the Supplier expressly indemnifies the Purchaser and its customers against any claim or action by third parties for patent infringement, industrial property rights, trademarks, copyrights and other similar rights protecting know-how or industrial secrets, guaranteeing the lawfulness of the use and marketing of the Goods covered by the Order / Contract in Italy and abroad and assuming all burdens (none excluded) for the prompt settlement of the third party’s claim and for the compensation of any damage caused to the Purchaser. - Obligation of Confidentiality
The Supplier undertakes to maintain absolute confidentiality and secrecy of all types of oral or written information, technical or commercial, provided directly or indirectly by the Purchaser in relation to the subject of the Contract or Order. - Applicable Law and Jurisdiction
These General Conditions of Purchase and the individual Supply Contracts, even if they are international, shall be governed by Italian law, unless otherwise agreed between the parties. The Court of Busto Arsizio shall have exclusive and mandatory jurisdiction over any dispute that may arise between the Purchaser and the Supplier, both with regard to the validity, execution, termination and interpretation of these General Conditions and with regard to the validity, interpretation, execution and termination of the individual Supply Purchase Contracts, pursuant to art. 28 of the Code of Civil Procedure. - Final Provisions
The total or partial invalidity of any provision of these GCS shall not affect the validity of the remaining provisions. - Safeguard clause
These General Conditions have been expressly recalled by the Buyer and negotiated during the negotiations with the Supplier and the Supplier has adhered to these Conditions also through the acceptance of the Buyer’s order, therefore not being applied art. 1341 cc.
