WHEREAS:
– the Pelfa Group S.r.l. is an Italian company that produces plants, machines, mechanical and electro-welded components for various industrial sectors;
– Pelfa Group S.r.l. possesses all the technical and organisational capabilities and is in possession of the necessary certifications
– the parties agree that all supplies as made by Pelfa Group S.r.l. in favour of the principal shall be subject to the general terms and conditions set forth hereunder;
all the foregoing is hereby agreed and stipulated as follows:
1. The recitals form an integral part of this contract as well as any and all annexes the parties intend to attach to these general terms and conditions.
2. OBJECT OF THE CONTRACT
The subject matter of the contract is the supply of everything described in the technical offers, orders and related acceptances from whichever party they come.
3. LANGUAGE OF THE CONTRACT
This contract is drawn up in the Italian language and the Italian text is the only one that shall be authentic, even if, for the convenience of the parties, some of the possible annexes, for example those having purely technical-scientific contents, could be drawn up in another language.
4. CONCLUSION OF THE CONTRACT
The contract shall be deemed to be concluded between the parties when the proposal (to be understood as coming from either party to the contract) is accepted by the other party.
5. ORDERS AND DELIVERY OF PRODUCTS
The delivery terms as agreed between the parties shall commence upon receipt by Pelfa Group S.r.l. of any design and/or technical drawing, technical specification or other, necessary for the realisation of the goods to be supplied. Pelfa Group S.r.l. shall not be liable for delays due to non-delivery and/or delayed delivery by the Customer of the above. Pelfa Group S.r.l. shall also not be liable for delays due to non-delivery and/or delayed delivery of the work material by the Customer or by suppliers identified by the latter. In such a case the delivery terms indicated by the parties shall commence from the date of receipt of the goods at the head office of Pelfa Group S.r.l. in Buja. Pelfa Group S.r.l. shall also not be liable for any loss or damage to the goods supplied and in no case shall the Customer be relieved of its obligation to pay if the loss or damage occurs for reasons not attributable to Pelfa Group S.r.l.. The obligation to deliver the goods covered by the supply contract may be suspended if the Customer is in default of its obligation to pay the price.
6. PRICES
The prices of the goods to be supplied are those agreed between the parties at the conclusion of the contract, net of VAT and any other applicable taxes.
7. TERMS OF DELIVERY
In the absence of any indication to the contrary, the delivery of the goods object of the supply shall take place by FCA Pelfa Group, with reference to INCOTERMS® 2020. In the case of deliveries with an FCA Pelfa Group S.r.l. deadline, the Customer undertakes to appoint a carrier to collect the goods which must in any case be picked up within 10 days of receipt of the communication by e-mail stating the availability of the supply. In the event that the supply is not collected by the Customer within 10 days from the above communication, the Customer shall pay Pelfa Group S.r.l., by way of indemnity for storage, an amount equal to 5% of the price of the supply, calculated for each month of storage or fraction thereof. Should Pelfa Group S.r.l. fail to collect the goods within the above term, it may also, at its own unquestionable choice, dispatch the goods covered by the contract at the cost and expense of the Customer, notifying the latter of the terms and conditions of transport by e-mail. In the event of the Customer’s refusal to receive the goods covered by the contract, the contract shall be rescinded by right and Pelfa Group S.r.l. shall be entitled to payment of the entire supply, of the costs sustained for transport and of any damages caused by the Customer’s refusal. The delivery terms agreed between the parties are to be considered indicative and not essential.
8. TERMS AND METHODS OF PAYMENT
The total consideration as indicated by the parties shall be paid according to the terms and conditions specifically identified by the parties in their offer and acceptance, which are integral parts of this contract. Any delay on the part of the Customer in payment exceeding the terms identified shall give rise to the automatic application of the interest rate pursuant to Legislative Decree No. 231/2002. In the event of delay in payment, even of only one of the agreed instalments, Pelfa Group S.r.l. shall be entitled to extend the delivery term of the goods until the payment of any instalment already due. For supplies that are not included among those indicated in the offer and acceptance, the parties will have to agree in writing the object, terms and relative prices of the supply by means of an order and relative written acceptance.
9. PAYMENT GUARANTEES
In the event that the parties have provided for the delivery by the Customer of guarantees relating to the obligation to pay the price (sureties issued by leading banking or insurance institutions, letters of credit and the like), the contract will become effective only upon actual delivery by the Customer of the guarantee provided for in the contract. If the delay in delivery of the guarantee persists beyond the first deadline for payment of the supply, Pelfa Group S.r.l. shall be entitled to invoke the termination of the contract in the event of non-payment. In the event that the contract fails to take effect, the Customer shall be obliged to reimburse Pelfa Group S.r.l. for all the costs sustained by the latter for any reason whatsoever in connection with the supply covered by the contract.
10. RESERVATION OF TITLE
Pelfa Group S.r.l. shall be entitled to exercise the right of ownership over the goods subject matter of the contract delivered by it to the Customer until full payment of the price of what has already been supplied. In compliance with the aforesaid retention of title clause, the Customer undertakes not to assign or pledge the reserved goods in favour of third parties and shall, in the event of continuing non-fulfilment, return the goods delivered within 30 (thirty) days from the unfulfilled payment deadline. In the event of non-return, the obligation to pay the price of the delivered goods shall remain with the customer.
11. DOMICILE AND CORRESPONDENCE PERTAINING TO THE CONTRACT
All communications envisaged by or relating to this contract shall be made in writing and sent by ordinary mail or e-mail to the following addresses Pelfa Group S.r.l., v. Europa 4 – 33030 Buia (Ud) Italy / info@pelfa.it, sales@pelfa.it, pelfagroup@pec.it (valid only for contacts in Italy) or to the different addresses that will be subsequently communicated by one party to the other. Any change in the name of a party or its registered office must be communicated by certified e-mail to the other party within 20 (twenty) days of the change taking place and shall be effective from the date of receipt. The e-mail pec shall be considered valid only for communications between the parties on Italian territory, for foreign countries the e-mail addresses listed above shall be considered valid (info@pelfa.it, sales@pelfa.it).
12. FORCE MAJEURE
Pelfa Group S.r.l. shall not be liable for any non-fulfilment of the terms and conditions of this contract if such non-fulfilment is due to force majeure such as natural disasters, floods, riots or uprisings, national strikes, fires, or any other unforeseeable event beyond the control of Pelfa Group S.r.l.. If a case of force majeure should occur, Pelfa Group S.r.l. shall endeavour to adopt solutions to obviate, or at least limit, the consequences of the force majeure event. The occurrence and termination of the case of force majeure shall be promptly notified in writing by e-mail to the addresses under point 11 of this contract. It is understood that in the event that the force majeure lasts longer than 6 months after its occurrence, the party whose obligations are not prevented by the force majeure shall be entitled to terminate this agreement early by e-mail without either party being obliged to pay any compensation to the other party. The e-mail pec shall only be considered valid for communications between the parties on Italian territory, for foreign countries the e-mail addresses listed above shall be considered valid (info@pelfa.it, sales@pelfa.it). The Customer shall in any case be obliged to pay what is due up to that point in accordance with the terms and conditions of payment, irrespective of any and all benefits, and therefore notwithstanding the provisions of Article 1672 of the Civil Code.
13. GUARANTEES
Pelfa Group S.r.l. shall be liable for the guarantee for discrepancies and faults in the work provided that the Customer uses the goods supplied in conformity with the specifications and instructions given by Pelfa Group S.r.l, maintains them in conformity with the instructions given by Pelfa Group S.r.l and, in general, uses the materials in conformity with their technical specifications. The guarantee is not due if the Customer has accepted the work and the defects or faults were known to him or at least recognisable. Except in cases of fraud or gross negligence, the Customer shall, under penalty of forfeiture, notify Pelfa Group S.r.l. of the defects and faults within 30 (thirty) days of their discovery. The warranty shall be valid for a period of 12 (twelve) months from delivery. The warranty shall be limited to the repair or replacement of the defective part, excluding any site work and parts subject to normal wear and tear.
14. LIMITATION OF LIABILITY
Without prejudice to the provisions of mandatory provisions of law, the liability of Pelfa Group S.r.l. for any damage deriving to the Customer or third parties from the performance of this contract shall be considered limited to the provisions of art. 13 of this contract with the exclusion of any and all liability for consequential damage and loss of profit.
15. EXPRESS TERMINATION CLAUSE
This contract shall be deemed to be rescinded by right in the event of non-payment of even only one of the instalments that may have been agreed upon in the terms and conditions of payment, or late payment, even of only one of the instalments that may have been agreed upon in the terms and conditions of payment, for a period of more than 2 (two) months with respect to the agreed terms of payment.
16. COMMITMENT TO SECRECY
Any confidential information disclosed by one party to the other in connection with and in implementation of this agreement shall be and remain confidential and privileged in accordance with the provisions of this article, for the entire duration of this agreement and for a further period of 3 (three) years. The parties undertake to impose similar obligations of secrecy on all their employees and collaborators, including external collaborators. The parties undertake not to reproduce, use on their own or through third parties, or in any way exploit, confidential information, logos, trademarks, patents, designs, models, specifications, technical data, formulas, organisational provisions of the other party, except for what has been expressly agreed in advance in writing between the parties.
17. TOLERANCES
Tolerance, even repeated, by either party of active or omissive conduct in breach of its obligations under this agreement shall not constitute a precedent nor affect the validity of the breached or waived clause. Therefore, any delay or omission on the part of either party in asserting a right or exercising a power under this agreement shall not be construed as a waiver of the relevant right or power to exercise it at any time thereafter.
18. CONSENT UNDER THE PRIVACY ACT
By entering into this agreement each party expressly consents to the other party entering its data into their respective databases. Each party expressly permits the other party to disclose its data to third parties, if such disclosure is necessary for the fulfilment of the obligations, rights and obligations connected to the execution of this contract or if it facilitates the management of the relationships arising from this contract. The parties also take note of the rights recognised to them by the regulations on the right to privacy and in particular by Art. 18, paragraph 1 of the GDPR, i.e. the right to data portability, to object at any time to the processing under special conditions, to revoke consent, and to lodge a complaint with the Supervisory Authority.
19. PREVALENCE CLAUSE
These general terms and conditions, which the parties declare that they know and accept in their entirety, unless derogated from by special conditions contained in the proposal and/or acceptance, shall govern the relationship between the parties and shall prevail over any other clause to the contrary.
20. APPLICABLE LAW JURISDICTION
This contract is subject to Italian law. To the extent not provided for herein, the provisions of the civil code concerning contracts shall apply. Any dispute arising from this contract or in any case connected to it shall be referred to the exclusive jurisdiction of the Judicial Authority of the Court of Udine.