1.1. All contracts of sale entered into by ZEC S.p.A. ("Seller") are governed by these general terms and conditions unless otherwise expressly specified in writing and expressly approved in writing by the Seller's General Management.
1.2. Any general terms and conditions set out by the Buyer - and, in particular, any general terms and conditions of purchase - will only apply to the dealings between the parties if they are expressly accepted in writing and approved in the same form by the Seller's General Management. However, in that case, unless otherwise specified in writing, the validity of these general terms and conditions of contract will be unaffected.
1.3. If one or more provisions of this contract are deemed null and void or invalid, this will not affect the validity of the contract as a whole.
2. Formation of contract.
2.1. The Buyer acknowledges that the Seller's agents, representatives or other assistants do not under any circumstances have the authority to commit the Seller and that all orders made by the same will only become valid and effective once the Seller has given written confirmation and the Seller's General Management has given its written approval.
2.2. Any amendment or schedule agreed by telephone, fax, email or other means will only be valid once the General Management has given its written confirmation and approval.
2.3. The performance of the contract may be suspended at any time if the Buyer’s financial conditions change pursuant to Art. 1461 of the Italian Civil Code and without prejudice to the right to claim damages. The Seller has the right to demand suitable payment guarantees, including while the order is being fulfilled or the contract is being performed. Failure to supply the guarantees demanded will constitute grounds for the termination of the contract.
3.1. The Seller's price lists do not constitute an offer, are stated for illustrative purposes only and can be modified unilaterally by the Seller without notice.
3.2. Unless otherwise agreed, prices are generally considered ex-works and exclude packaging. The Purchaser is responsible for all charges, taxes and duties in force at the time of delivery. Prices do not include services or charges which are not mentioned.
3.3. The Purchaser shall bear the costs of insuring goods as well as customs charges and duties owed as a result of any delay in customs clearance or for other reasons.
4. Payment terms
4.1. Payment shall be made exclusive of tax and without discount, in accordance with the agreements drawn up in writing between the parties. The Seller's invoices are payable in Parma unless the Seller's cash instructions and the place where bills of exchange are to be paid specify otherwise.
4.2. The Purchaser cannot for any reason and under any circumstances postpone payments until after the agreed due dates, particularly as a result of delay in the delivery of materials or delay in assembly or as a result of disputes of any kind. Interest will be automatically charged on late payments without the need for any formal notice to pay. Such interest will be calculated on the basis of Legislative Decree 231/2002 as amended. The Buyer cannot consider that it is entitled to postpone payments on account of the foregoing.
4.3. If the sum owed is not paid, in whole or in part, on the due date, the balance will be increased by 12%, with a minimum of €51.65 and a maximum of €5,000.00, regardless of whether payment extensions have been or will be granted.
4.4. The goods delivered only become the Purchaser's property once full payment of the price has been made.
4.5. If the Buyer becomes insolvent or is admitted to insolvency proceedings or is subject to enforcement proceedings and/or protests, its debts are considered to be immediately due for payment, and the Seller will have the right to terminate the contract by sending a simple registered letter.
4.6. If payment by bill of exchange is agreed, the Buyer will be liable for discount interest and the respective costs and commissions. Interest will be calculated at the official discount rate plus three points. If a bill of exchange is not paid or not accepted, the sums owed will become immediately due for payment regardless of the conditions previously agreed.
5. Acceptance of goods.
Goods are deemed to be accepted on the Seller's premises at the time that they are made available prior to shipping. To that end, the Seller will notify the Buyer by letter, telegram, fax or email that the goods are available for collection from its premises. If the Purchaser does not accept the goods, the latter are deemed to be accepted upon shipment. In the event of delay in shipment for reasons not attributable to the Seller, the latter has the right to charge the Buyer for the costs of warehousing, maintenance, safekeeping, insurance, etc.
6. Delivery and transfer of risks.
Goods are delivered and risks are transferred at the time of acceptance referred to in the previous section. This is also the case if the sale is concluded free at other destinations.
7. Transport and packaging.
7.1 Responsibility for transporting material from the Seller's factory to the place of destination normally lies with the Purchaser unless otherwise agreed in the order confirmation. The Buyer nonetheless assumes all risks from the time of delivery of the goods to the haulier or carrier, including in the case of retention of title and even where delivery ex-works is agreed.
7.2. The Seller will be responsible for packaging goods according to the customary rules. The Seller is however released from any liability for loss or damage other than where arising from its fraud or serious negligence and where arising as a direct and immediate consequence of its conduct. For specific types of packaging, the surcharges indicated in the price list (where specified) or in the order confirmation will be invoiced.
8.1 Unless otherwise specified, the Seller's supplies are governed by the rules and specifications contained in the ZEC catalogue.
9. Retention of title
The Seller retains title in the goods sold until full payment has been made and any action on the part of the Buyer which (except where the Seller has given its express written consent) harms the Seller's rights will be subject to the sanctions laid down by law.
10. Delivery periods.
10.1. The delivery period starts on the day after the one on which agreement has been reached on all aspects of the contract and all information required to fulfil the order has been received by the Seller.
10.2. If a license to import from the Buyer's country is required, the delivery period will start when the Seller has been informed in writing that such licence has been granted.
10.3. The Seller accepts no responsibility for any delays in delivery.
10.4. No responsibility will be ascribed to the Seller (and nothing will therefore be owed to the Buyer) where the delay is not attributable to the Seller because of reasons which cannot be attributed to the latter, such as delays on the part of third parties, including suppliers and subcontractors, and because of force majeure events such as mobilisations, riots, strikes or lock-outs, wars, epidemics, closures, incidents or faults with machines or tools, fires, collapses, floods, earthquakes, excessive temperatures, meteorological events and, in general, in any other circumstance where the Seller's factories become inactive in whole or in part and in the event of stoppage or slowdown in production.
10.5. Likewise, no responsibility will be ascribed to the Seller (and nothing will therefore be owed to the Buyer) if payment terms are not observed.
10.6. Under no circumstances may the Buyer invoke any delay in delivery as justification for terminating the contract.
11.1 In the case of unforeseen events, force majeure and acts of God, the Seller will have the right to withdraw from this contract and/or to suspend the supply in progress if events or circumstances occur (howsoever arising) which substantially affect the state of the markets, the value of money or the conditions of Italian industry or if external or internal circumstances occur which the Seller deems, at its sole discretion, to prevent the supply relationship from continuing usefully.
11.2. Regardless of the circumstances under which the Seller withdraws from the supply relationship, the Purchaser will not be entitled to any compensation, remuneration or reimbursement. At the Seller's request, the Purchaser shall pay for products which have already been prepared or which are in progress and will receive the corresponding delivery.
12.1. The Seller warrants its products for a period of 90 days against any non-apparent structural defect or non-apparent defective materials. The warranty period starts on the delivery date.
12.2. The warranty only applies to materials in the initial state in which they are supplied. It only concerns materials that are acknowledged as being defective by the Seller once they have been returned to the seller, at its request, free to its factory.
12.3. The warranty does not, however, cover processing operations and/or actions attributable to the customer or user.
12.4. The Seller is solely responsible for damage that has occurred and been observed on the goods sold by it and will not be liable for indirect damage or for any additional damage caused to the customer or to third parties or for any delays in production affecting the Buyer or third parties.
13.1. All correspondence between the parties shall be in writing and shall be sent to the recipient's address indicated in the contract or to the recipient's registered office by registered letter, fax, email or hand-delivered.
13.2. Correspondence sent by registered mail will be deemed to be known at the time of its receipt.
13.3 Correspondence regarding the validity or existence of the contract shall be sent exclusively by registered letter with acknowledgement of receipt.
14. Governing law. Jurisdiction. Competent court
14.1 Contracts, even if entered into with foreign citizens or for materials supplied abroad, are governed by Italian law.
14.2 Any dispute regarding this contract and its interpretation and/or performance will be subject to Italian jurisdiction and referred exclusively to the courts of Parma. The Buyer expressly waives its right to bring disputes before its own courts or before any other competent jurisdiction.
14.3 The supply relationship is governed by the laws of the Italian Republic, notwithstanding the rules contained in the Vienna Convention on [Contracts for] the International Sale of Goods of 11 April 1980.
15. Privacy Code.
15.1. The buyer consents to the processing of his or her personal data and acknowledges that he or she has received the notice required by Article 13 of Legislative Decree No.196/2003.
15.2. The data controller of the buyer's data is ZEC S.p.A. with registered office in Colorno, Italy, at Via Lungolorno 11. The buyer may at any time exercise the rights as set out in Article 7 of Legislative Decree No.196/2003 by contacting the data controller directly.
15.3. ZEC S.p.A. warrants that the buyer's personal data will be processed in automated form, with the aid of IT instruments, for the sole purpose and for the sole effects of the contract of sale governed by these general terms and conditions. Processing will be informed by the principles of integrity, lawfulness, transparency and protection of the customer's confidentiality and rights.
15.4. Provision of the data is mandatory for the performance of the contract and the fulfilment of accounting and tax obligations. Failure to provide such data will result in non-performance of the contract.
15.5. The data may be disclosed to parties related to the company (such as employees, agents, representatives, branches and/or local offices, etc.), as well as to banks and insurers and, in general, to the company's advisors and/or professionals.