ART.1 OBJECT AND FIELD OF APPLICATION OF THESE GENERAL TERMS
Unless otherwise agreed, these general terms of sale and supply are an integrant part of all business relationships which the Company “TM Pedane S.r.l.” concludes in the field of the sale of its own products and of the goods in any case marketed and processed by itself.
Any purchasing term eventually applied by the company “TM Pedane S.r.l.” ‘s customers are applied to the company only if it is expressly authorized by the company “TM Pedane S.r.l.” in writing and anyway just in relation to each individual, specific business transaction.
In case of a contrast between the general terms which follow and those possibly applied by the costumers, the first prevail in the relationship between the latest one and the company “TM Pedane S.r.l.”.
ART.2 CONTRACT FORMATION
The sale contract is considered for every effect concluded only if the seller has received the acceptance by the buyer, in written form and duly signed in all its parts (including the reference to these general terms of sale), of its offer quote.
If there is an eventual affixing of any annotation, wording or clause by the buyer, it will be considered as not intended by the company “TM Pedane S.r.l.”. The contract will be deemed completed when the Company “TM Pdane S.r.l, having received the offer estimate duly signed by the customer in all its parts, sends the confirmation of order to the customer.
If, on the other hand, there is a prior agreement between the buyer ad the company “TM Pedane S.r.l.” under which the first one purchases constantly and periodically the same products, the supply contract will be considered concluded when, following the purchase order, duly fillet out in all its parts (product code, product indication , quantity, price etc..), the “TM Pedane S.r.l.” replies with the confirmation order, which is identical in all its parts, to what has been previously ordered by the buyer and to the company formerly submitted.
In the event of the order, sent by the buyer, the “TM Pedane S.r.l” reserves the right to affix, insert, annotate any wording, this will be considered as a sell Business proposal which must be explicitly approved by the buyer to bind the Seller company.
Therefore, regardless of how the contract is perfected, the purchase order will be deemed binding for the seller just when the buyer signs for acceptance, in all its parts, the commercial proposal of sale and/or the confirmation of the order.
Under no circumstances, it can be considered valid and/or productive of effects able to conclude the contract, the customer’s affixing of changes and/or additions regarding the terms and conditions of the sale proposal.
Whenever the parties would agree to make changes and/or additions to a commercial proposal of sale, there will be valid and effective only if expressly accepted by the seller in what is deemed to be a new commercial proposal of sale and the contract is deemed to be concluded when the seller receives the acceptance of the new sale business proposal from the buyer, in written form, duly signed in all its parts.
However, confirmed the above, it’s necessary that the company “TM Pedane S.r.l.” has released an unequivocal formal approval in this regard, in order that any trade, sale and/or supply can be considered concluded and binding towards the company “TM Pedane S.r.l”.
ART.3 OBJECT OF THE CONTRACT
The object of the sale is the machinery and/or the component/-s mentioned in the commercial sale proposal concluded in the procedures described in the previous article n.2, having the characteristics specified in the commercial sale proposal duly accepted , with the exclusion therefore of any other object/-s or component/-s accessory.
The specific data shall be authentic only in the commercial sale proposal ended up in the manner mentioned in the previous article, for the purposes of the concrete identification of the machine and/or components of the characteristics, qualities and functionality.
The data provided in the advertising and promotional documentation are purely indicative and may change at any time, even as much that documentation may reach indistinctly different versions of the same machine and/or component. Anyway, all data mentioned in the seller’s information publications (for ex. Weight, speed, power, dimensions, capacity etc..) shall be deemed only as indicative and not binding.
The purchaser (buyer) takes notice of that the characteristics of the machinery may vary until the date of delivery, because of the continuous development and research that the seller applies to his own production. Therefore, the buyer gives up to raise exceptions in this regard (also towards to the origins of the components) in the extent that variations are intended to improve the quality of the machinery, which means they are the results of technological improvements, namely they are made necessary by legal provisions and in any event do not substantially change the functionality of the machinery itself. The buyer takes note of it and accepts that all the components of the machinery (both the main and the accessory) are that of the brand chosen unquestionably by the seller. All that unless otherwise specified in the sale proposal and/or purchase order and duly accepted in writing.
The purchaser (buyer) declares that he has chosen to purchase the machinery for sale, having previously estimated and fully understood all the features and potentials of the machinery and having beforehand assessed, on his own responsibility, that it is fully capability of carrying out the work on which it has been purchased. The buyer states that he has chosen the machinery which is the object of the sale also in the relation to the characteristics and the needs of his production, the means of loading and unloading goods used, the machinery and materials used for his own production.
It is expressly forbidden to the purchaser to use the machinery for any purpose other than its own, as indicated in the user manual, delivered upon the express request of the buyer along with the machinery itself, with the express exemption of the seller from any responsibility for the use or application other than those indicated and/or with not original accessories or not supplied by the seller himself.
By the time of the delivery of the purchased machinery, the buyer states that he has received all relevant information from the company “TM Pedane S.r.l.” for its proper use, as well as its management and maintenance.
ART.4 CUSTOMIZED OR NON-STANDARD PRODUCTS
The supply agreement shall be deemed concluded by the company “TM Pedane S.r.l” only and exclusively when the customer has sent back the offer quote to the seller, previously sent to him by the company “TM Pedane S.r.l.”, duly signed in all its parts and free from any annotation. As for all, customer products and in any case non-standard, therefore not present in the advertising material, brochures, catalogues, might have been sent by the buyer, only at the customer’s express request. If a down payment of the final price is provided, the time limits for the preparation of the goods will start only and exclusively from the perfect of the foretold down payment.
The “TM Pedane S:r.l.” Company reserves the right not to communicate change and/or alterations to the technical design previously signed by the customer unless this would significantly affect the technological characteristics, qualities, the use for which it was commissioned. The goods ordered by the customer must be collected by the customer at the latest within 30 days from the date of preparation of the goods. In any event, the “TM Pedane S.r.l.” Company is no responsible for the destruction, loss and deterioration of the customized products and collected at the contractually established deadline. Unless otherwise indicated by the seller, this clause is valid and effective for all products marked by the company’s trademark or only resold.
ART.5 DELIVERY
The delivery of the products to the customer will take place in two ways: a) free port whit amount charged on invoice; b) assigned port.
The delivery and shipping method chosen by the customer will be indicated in the quote sent to the customer. Whenever the customer should choose as delivery mode the one indicated in the previous sub. a), in the offer quote it will be also indicated the relative cost of shipping and delivery.
The “TM Pedane S.r.l.” Company reserves the right to use the transporter and/or the shipper which it considers most appropriate, always with reference to the mode specified in the sub.a) .
In any case where the mode chosen by the customer is the one of the “assigned port” type, however, the collection of the goods will be available after the notification by the “TM Pedane S.r.l” Company within five days on the date on which the goods are prepared as indicated in the order confirmation duly signed by the buyer according to the art. 2 of these general sales conditions.
The delivery terms indicated in the order confirmation are always indicative and never essential for the “TM Pedane S.r.l.” and the customer.
The “TM Pedane S.r.l.” will carry out the deliveries in accordance with its production, supply and shipping requirements. The products of a single order may also split into several deliveries, that is, to combine in a single delivery, products indicated in different orders.
The “TM Pedane S.r.l” may suspend the delivery of the products sold if the customer fails to pay the price in accordance with the art. 6.
In the execution of the orders, it will be observed the maximum compliance of the specific requirements resulting from the updated catalogue previously sent in paper form and/or by email, only after the customer’s request.
However, in the context of its production and commercial choices, or subject to additional legal requirements, the “TM Pedane S.r.l.” Company may make partial product adaptations or modifications which concern aesthetic, constructive and functional characteristics. These changes do not require prior communication to the customer.
Goods transport from “TM Pedane S.r.l.” Company storage area with the clause freight port is the responsibility of the customer who will indicate the carrier to “TM Pedane S.r.l.” Company. In this case, “TM Pedane S.r.l.” declines all responsibilities for any damage caused to the supply.
In the absence of this indication or in the event that the carriage is free port with charge on the invoice, “TM Pedane S.r.l.” will provide the shipment with the means of transport deemed most suitable. Only if the shipment is responsibility of the Company, the latter will respond to any damage to the supply itself.
The products are packaged with prepared packaging by “TM Pedne S.r.l.” suitable to load and download on means of transport with adequate and approved instruments.
“TM Pedane S.r.l” Company declines all responsibilities for any damage to the goods, caused as a consequence to shift and lift of the goods performed with incorrect manoeuvres or inadequate means.
The extra cost for the transports special needs due to specific characteristics of the products to the place of delivery or to specific request of the buyer is always charged to the customer, except when it’s expressly included in the purchase offer by “TM Pedane S.r.l.”.
When particular ways of packaging are request after sending the order confirmation to customer, “TM Pedane S.r.l.” will charge the extra cost directly on the invoice, subject to notification by email to the customer.
The Company will provide the insurance of the products on behalf of the customer, only upon prompt written request of him who will assume all related expenses and responsibilities.
ART.6 SALE AND PAYMENT TERMS
The prices, that the “TM Pedane S.r.l.” will invoice, will be indicated to the buyer at the time of the estimate and the products will be available for the shipping or for the collection within the time limit for the goods set and indicated in the confirmation order, unless unexpected cause which prevents the regular preparation.
The payment of products will have to be within the time limits agreed with the buyer and indicated in the confirmation order. In the event of late payment, the buyer shall be obligated to pay default interest to the extent provided in the D.Lsg. 231/02, saving the seller’s ability to request termination of the contract and compensation for damage.
If the goods are not removed or are not delivered cause the will of buyer, the “TM Pedane S.r.l.” Company reserves itself the right to charge the storage and lying cost and to request the price and any compensation for the damage.
If the buyer doesn’t provide for the payment of goods within the agreed time limits, the seller will also have the option of: (i) require immediate payment of all outstanding balances; (ii) delete all unexecuted orders or (iii) suspend the execution of orders until the buyer has paid the due amount, with the further consequence that the “TM Pedane S.r.l.” Company reserves the discretion to arrange the goods in the terms and ways which it considers most appropriate, for orders that have not yet been executed and those that are already running but have not yet been delivered, relating to the same customer in default.
Further, if the buyer doesn’t fulfil the price in the indicated and entered ways in the confirmation order, the seller will be able to consider the contract terminated “ipso iure” in accordance to the art.1456 Italian civil code (express termination clause), after notifying the defaulting part of its intention to use that clause, without prejudice in any event to the possibility of seeking compensation for the damage. The property of products will transfer to the buyer only when there is the full payment of the price. The buyer undertakes not to constitute pledges or privileges on the products until he has fully paid the price and to use the products just on his activity. In the event of non-payment, the buyer undertakes to allow the access to the representatives of the seller in order to enable them to determinate the quantity of products remaining in storage and to organise the return/collection of the products, without prejudice, of course, to the possibility for the “TM Pedane S.r.l.” to request termination of the contract and compensation for damage.
In this case, the cost necessary for the return of the goods already delivered unpaid will be borne by the defaulting entity. The good is sold under reservation of title until full payment by the customer of the price indicated on the invoice to which the material delivered relates and of any other secondary burden borne by the customer.
The issue of cheques, bills of exchange drawn and disposals does not constitute payment except for the purpose of themselves and anyway it must be expressly accepted by the Company “TM Pedane S.r.l.”.
If there is the conclusion of the contract for failure of the customer, the “TM Pedane S.r.l.” may retain, as a penalty, the instalments paid up to half the price, without prejudice to the possibility of requesting the greatest damage suffered.
The customer also undertakes to cooperate with “TM Pedane S.r.l.” to the extent necessary to protect the right of ownership of the latter on the products sold. Any resale to third parties in slope of reserve must be expressly authorized by the Company in writing. “TM Pedane S.r.l.” is licensed to carry out, at the customer’s expense, any formality necessary to make the reservation of ownership liable to third parties.
ART.7 GUARANTEE AND LIMITATION OF LIABILITY
The Company guarantees the compliance of the products to only technological characteristics expressly stated and known between the contracting parties, their immunity from vices and defects. All that except as stated in relation to any improvements or adaptations of the product with respect to the characteristics indicated in the company’s catalogue that do not affect its quality.
The acceptance of the products by the shipper, carrier or anyone else in charge of the collection on the customer’s indication/choice/request, it is the proof of the good condition of the packaging and any responsibility of “TM Pedane S.r.l.” regard, it ceases at the time of the foretold material acceptance delivery. The customer is also required to check on arrival that the products are compliant with the order. On default the products are deemed to be compliant and accepted.
The Seller take responsibility only for damage caused to things or people that are related to the use that could legitimately be expected at the time when products have been made. The user manual will have to be expressly requested by the customer to the “TM Pedane S.r.l.” Company, if not present at the time of delivery of the goods covered by the supply.
The seller grants the customer a warranty of twelve months for the defect of conformity of the products. That guarantee starts from the date of delivery of the products and its operation and it is subject to written complaint, ad substantiam, by means of p.e.c. of the discrepancy of eight days from its discovery.
Likewise, all complaints concerning product defects, as well as difference qualitative or quantitative and any other visible deformity, will be communicated to the Company through p.e.c. to the address “tmpedanesrl@pec.it” within eight days from delivery, on the condition that they are effective .
The time limit starts on the day of delivery of the customer for hidden defects which the customer has verified before the sale to his successor. The complaints, concerning any discrepancies with the accompanying documents for transport, damages or missing documents to the transport itself, should be communicated to the “TM Pedane S.r.l.” by means of p.e.c., on condition of effectiveness, within twenty-four hours of receipt of the products.
The goods of the supply are accepted by the buyer in the state of fact and in the conditions in which it is located at the time of delivery (clause seen and liked). If, at first sight, damages to the packaging are visible and the transport and/or delivery was the responsibility of a third party in comparison to the Company, it’s the customer’s duty to expressly accept with reservation.
The “TM Pedane S.r.l.” declines any kind of responsibility, unless the transport is “free port with charge on invoice”.
The contestation of the defect or of the non-conformity must be received accompanied, under penalty or nullity, a description of the defect or non-compliance, the number of sale invoice, the serial number of the product and the customer’s data and photo evidence of the actual defect or non-conformity within two days of delivery.
Obvious defects such as breaks, abrasions, scratches or lack of conformity with the declared quantities, qualities or aesthetic characteristics which are not immediately visible before purchase (in which case they are deemed to be accepted by the customer and/or end-user and do not fall within the scope of the guarantee) are presumed to be known at the time of delivery.
Small aesthetic defects which do not affect the functioning of the purchased product or its structural characteristics will not be taken into account by “TM Pedane S.r.l.” company. The company will perform the interventions under warranty within a reasonable time at its headquarters or, at its own discretion, at a service center of his trust, against justified and timely complaints, accompanied by the requested information.
To this end, the product will be delivered, by care and expenses of the customer, at the seller S.r.l.’s office or the service center indicated by the same.
The “TM Pedane S.r.l.” reserves the choice, in its sole discretion, between replacement or repair of products that it deems defective, provided that the defects are not related to transportation, use and storage, incorrect assembly or use of the same not rational or inappropriate and in any case to the responsibility of the customer his successor in title and third parties. Anyway, the reports and complaints, for any reason raised, will not give rise to the suspension of the “TM Pedane S.r.l.”’s supplies according to the c.d. clause “solve et repete”.
The repairs carried out on warranty do not entail any extension of the duration or the renewal of the guarantee itself.
The warranty does not operate if the product is combined with components not marketed by “TM Pedane S.r.l.”, namely the warnings and requirements provided or expected in accordance with a normal diligence criterion have not been complied with, or if the use with additional components has not been expressly authorized by the selling company. During the guarantee period, the company ensures that the products are in normal use and maintenance.
The warranty does not cover the parts subjected to normal wear and tear, defects or operating discrepancies and original damage from improper use or improper maintenance of the products as provided for in the use and maintenance manual or any other warning, instruction or prescription provided by the Company.
What originates from the tempering with the products or from any other fact is not subject to any guarantee, conduct or omission attributable solely to the customer or his successor. “TM Pedane S.r.l.” won’t be the responsible in no case for any damage caused by defective or non-compliant products and this is in express derogation from the art.1494 Italian civil code.
ART.8 PLACE OF JURISDICTION
Any dispute, even of a non-contractual nature or for reasons of connection, that should arise between the customer and the seller regarding the validity, execution, interpretation and termination of the sales contract concluded under these general terms, will be devolved to the exclusive jurisdiction of the Tribunale di Fermo – Italy.
ART.9 PRIVACY
The customer declares to have read the information pursuant to arts.13 and 14 of the Regulation (UE) 2016/679 (GDPR) available on the “TM Pedane S.r.l.” website and with the acceptance of these general terms provides consent to the processing of their personal data for the purposes and in the manner indicated in the aforementioned information.
The buyer, also, gives his consent in order to permit to the seller to use his email and/or mobile phone for sending communication for commercial purposes.
The personal, corporate and tax data of the customer, acquired directly or indirectly by the “TM Pedane S.r.l.”, will be collected and processed in printed, computing or telematic form, in order to allow the execution of purchase orders and for commercial purposes.
The data acquired by the company will be stored for a period of time not exceeding that necessary for the purposes for which they have been collected and subsequently processed. Their removal will still take place safely. Reference is made to the above information that the customer declares to have received, viewed and intended, to the extent not expressly provided here.
IN COMPLIANCE WITH THE ARTICLES 1341 AND 1342 ITALIAN CIVIL CODE, THE PURCHASING COMPANY DECLARES, WITH THE SIGNATURE THAT FOLLOW, THAT HE HAS READ CAREFULLY AND UNCONDITIONALLY AND SPECIFICALLY IN WRITING THE GENERAL CONDITIONS OF SALE PRESENT ON THE WEBSITE WWW.TMPEDANESRL.COM , WITH PARTICULAR REFERENCE TO THE FOLLOWING ARTICLES OF THE GENERAL CONDITIONS OF SALE CLAUSES: ART.1-OBJECT AND FIELD OF APPLICATION OF THESE GENERAL TERMS; ART.2-CONTRACT FORMATION; ART.3-OBJECT OF THE CONTRACT; ART.4-CUSTOMIZED OR NON-STANDARD PRODUCTS; ART.5-DELIVERY; ART.6-SALE PRICES AND PAYMENT TERMS; ART.7-GUARANTEE AND LIMITATION OF LIABILITY; ART.8-PLACE OF JURISDICTION.