GENERAL SALES CONDITIONS
of ASONEXT S.p.A. and ASOFORGE S.r.l.
The Buyer, pursuant to and in accordance with articles 1341 and 1342 of the [Italian] Civil Code, states she/he/they specifically approve the following articles of the above General Terms and Conditions of Sale of ASONEXT & ASOFORGE articles 4, 5, 6, 7, 9, 10, 11.
1. SALES REGULATIONS
This contract of sale with ASONEXT S.p.A. and ASOFORGE s.r.l. (hereinafter referred to as ASONEXT) is governed by the following General Terms and Conditions of Sale, which shall be deemed to be implicitly accepted when placing orders with ASONEXT. Any different clause, printed or handwritten on the Buyer's Orders and correspondence shall not be considered valid and shall be replaced by the following rules.
When negotiating a contract of sale, ASONEXT may issue a sales offer, with the sole purpose of determining the possible object of the contract, it being understood that the offer shall in no way be interpreted as a legally binding contractual offer.
3.1 By transmitting the order, the Buyer remains committed to the prices and conditions specified in the offer and/or in the price lists of ASONEXT as well as stating that she/he/they accept the present General Terms and Conditions of Sale.
3.2 The order must be defined in its every part and complete with all necessary technical and administrative information and must clarify if a peremptory delivery term is requested.
4. ORDER CONFIRMATION
4.1 In addition to the general terms and conditions, the sale shall only be governed by the provisions of ASONEXT’s Order Confirmation which may also be sent by fax or email.
4.2 The contract shall be deemed to be implemented when the Order Confirmation is returned and signed for acceptance or within 3 working days of the receipt of the Order Confirmation, prior to the beginning of the production of the order – which means the time of loading the cast - without any obligation to give notice notwithstanding the IInd paragraph of Art. 1327 of the Civil Code. In all cases, receipt of the goods by the Buyer or any third party nominated by the Buyer also means that the contract has been implemented.
4.3 Any clause indicated by representatives or intermediaries of ASONEXT will not be valid if it is not added to the text of the Order Confirmation or in written amendments thereof or in the General Terms and Conditions of Sale.
4.4 The nominal quantities and dimensions (when indicated) are for information only and a tolerance of + / -10% on the quantities will be permitted. Other deviations will be specifically mentioned in the Order Confirmation or governed by international standards. Differences in length not exceeding 500 mm will in all cases be permitted.
4.5 The value of the alloy surcharges will be determined in the Order Confirmation or will be specifically referred to the applicable Italian market ruling.
5. PAYMENT - SOLVE ET REPETE [ESTOPPEL] - ARREARS
5.1 The terms and methods of payment shall be those specified in the Order Confirmation.
5.2 The Buyer, in express derogation from the provisions of art. 1460 of the civil code, waives the right to raise exceptions to the payment of the amounts due.
5.3 Part - payments and / or failure to pay invoices on the due dates means that the buyer will be liable to pay legal interest on arrears pursuant to Legislative Decree no. 231 of 9 October 2002. It will also give ASONEXT the right to suspend all future deliveries.
6. DELIVERY OF THE PRODUCTS
6.1 Unless otherwise agreed, it is deemed that the products are sold "ex works". In this case, ASONEXT will inform the Buyer of the date that the products will be made available for handover at the ASONEXT premises; otherwise ASONEXT will be freed of its obligation to handover the products to the carrier or freight forwarder.
6.2 If as agreed, the goods are not sold on an ex-works basis, shipping of the products shall always be done by ASONEXT to the location specified in the Order Confirmation, after issuance of a shipping note or waybill in the name of the Buyer.
6.3 If paragraph 6.2 is applicable, transport and shipping costs shall always be at the expense of the Buyer.
6.4 When shipment is done by ASONEXT , a tolerance of + or - 3 per 1000 of the quantity is permitted for products invoiced by weight. In case of a dispute, material will need to be weighed on a public weighbridge. For products invoiced by metre or per unit, the + or - tolerance agreed in the sale contract will be permitted or, failing that, as stipulated by usage. Any differences falling within this limit shall not, therefore, be the subject of complaint, nor result in changes to the total amount of the invoice price.
7. DELIVERY DATE
7.1 ASONEXT undertakes to duly comply with the delivery terms stated in the Order Confirmation.
7.2 Compliance with the delivery date shall be proven by informing the Buyer that the products are available and ready for handover or by a shipment note.
7.3 Any delay cannot be considered as non-performance and shall not justify, on the part of the Buyer, either the termination of the contract nor the compensation for damages unless the delivery date was specified as mandatory in the Order and subsequently referred to as mandatory in the Order Confirmation. However, in the event of a delay from the agreed delivery date, the Buyer may request, by fax or e-mail, delivery within the next 30 days, failing which she/he/they may decline the delivery without any possibility of suing ASONEXT for any further damages.
7.4 Acts of God as listed below release ASONEXT from any liability for failure or delay in delivery. The non-exhaustive list includes: wars, riots, fires, floods, explosions, serious damage to the plant caused by such disasters or originating from acts of third parties, serious and exceptional failures in the plant that are not attributable to negligence in the care and maintenance thereof, unforeseen and sudden restrictions arising from decrees by the authorities or from new laws for reasons of hygiene, ecology, general, corporate or trade union strikes, blockades preventing the circulation of goods or affecting the means of transport arising from decrees by the authorities or from acts of third parties.
The prices of the products are not inclusive of costs for packaging, unless otherwise agreed in writing. When specific types of packaging are required, packaging will be priced and invoiced in accordance with the price lists of the individual products or in the Order Confirmation.
9. WARRANTIES TERMS AND EXCLUSIONS
9.1 The Buyer shall lose the right to the warranty if she/he/they do not report any defects in the products exclusively by means of written communication to be sent to ASONEXT by registered mail with return receipt within 8 days of noticing the defects and in case of hidden defects, no more than 3 months after the date of delivery as indicated in paragraph 6.
9.2 The warranty will not apply in the event of: a) any use of the products that is not in accordance with the technical specifications applicable to the ordered products; b) damages caused to the products for reasons that cannot be directly attributed to ASONEXT c) packaging or modes of transport of the products by the buyer considered to be inadequate by ASONEXT.
9.3 In compliance with above warranty, ASONEXT undertakes to replace any products acknowledged to be defective or which do not conform with the contract. However, the buyer's right to request the cancellation of the contract, a reduction of the purchase price, or compensation for any loss of profit are expressly excluded. As a rule, compensation for consequential loss or damages payable to the Buyer may not exceed an amount equivalent to 25% of the value of the total supply.
9.4 In any case ASONEXT is exempt from all responsibility, within the limits laid down in article 1229 of the civil code.
10. EXPRESS TERMINATION CLAUSE
Irrespective of any other examples of termination as specified in either the regulations, the afore mentioned general terms and conditions of sale or in the Order Confirmation, ASONEXT shall have the right to terminate the sale pursuant to and in accordance with art. 1456 of the civil code, in case of non- payment, delayed payment or partial payment by the Buyer without prejudice to the services supplied by both parties.
11. COMPETENT COURT
Any dispute arising between the parties regarding the interpretation and execution of the sale to which these general terms and conditions apply, shall be exclusively referred to the jurisdiction of the Court of Brescia- Italy.