General Conditions of Sale - Italy
- GENERAL PROVISIONS
1.1. These General Conditions govern all product supply relationships between the parties. Even in the event of waivers agreed in writing, these conditions will continue to apply to the parts not expressly waived. Any general purchase conditions drawn up by the Buyer/Customer will not apply to the relationships between the parties unless expressly accepted in writing by the Seller (Alcas SpA) and in any case will not invalidate the effectiveness of these General Conditions, with which they must be coordinated . The silence of Alcas SpA will in no case constitute a hypothesis of tacit approval of the different contract conditions prepared, indicated or invoked by the Customer.
1.2. Any information or data on the characteristics and/or technical specifications of the products, including weights, dimensions, prices, yields, colors and other data relating to the products supplied and indicated in the catalogues, price lists, circulars or other illustrative documents, drawn up by Alcas SpA, as well as the characteristics of the samples, are merely indicative and non-binding in nature, as non-significant discrepancies with the technical data and actual dimensions of the products may occur, within the limits of the tolerances permitted by the applicable technical standards or within the limits of the tolerances provided in the sales offer or order confirmation, if indicated.
Alcas SpA however reserves the right to modify the construction details of its products at any time in order to improve their performance, subject to prior communication to the Purchaser in the event of substantial variations. - OFFERS – ORDERS – CONTRACT FORMATION
2.1. The Seller's offers are subject to change. The sales offers formulated by Alcas SpA are valid for 30 days starting from the formulation of the same and limited to the full supply of what is quoted therein. After the aforementioned deadline, the sales offer will no longer be valid.
2.2. The acceptance by the Buyer of the offer or the confirmation of the order by Alcas SpA, in any way carried out, entails the application of these General Conditions of Sale.
2.3. The contract takes effect from the moment the Seller's order confirmation is sent in written form (by post, fax or e-mail). Further modifications to the contract require written confirmation from the Seller. In the event that the Seller does not provide written confirmation of a verbally negotiated order, the issuing of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation. - CANCELLATION OF THE ORDER – WITHDRAWAL – PENALTY
3.1. For standard products, cancellation of the order is permitted if made within twenty-four (24) hours of receiving the order.
3.2. The Customer's withdrawal from the contract for the supply of special products (custom) is always excluded if communicated on a date subsequent to the conclusion of the contract.
3.3. Partial or complete returns relating to supplies already delivered will not be accepted by Alcas SpA, unless otherwise agreed in writing between our Company and the Customer. In any case, the product must be returned, at the expense of the Customer, to the place indicated by Alcas SpA, with transport costs borne by the Customer, intact and perfect, as delivered, without prejudice to the right of our company to charge for damages or to refuse the return if carried out in breach of the preceding provisions. - CERTIFIED VERIFICATION
4.1. If the Customer intends to subject the product to certified verification with regard to the technical data and/or measurements, he or she must expressly request this in writing upon receipt of the offer, at the same time indicating the body or person designated for this purpose. The verification operations must take place, unless otherwise agreed, at the headquarters of our Company within fifteen days (15) from our communication of the readiness of the product or part of it in the case of a split delivery contract. If this deadline has passed fruitlessly due to the fault of the Customer, the product will be considered definitively accepted by the Customer, without any reservations.
4.2. At the end of the verification operations, Alcas SpA may ask to draw up a report which must be signed by the Customer for all legal purposes. The unmotivated refusal by the Customer to sign the report will give our company the right to terminate the contract pursuant to the following point 13 of these general conditions.
4.3. All expenses and charges for the verification, including those exposed by the certifying body, will be borne exclusively by the Customer who is obliged to reimburse our Company any sum that, for any reason, it has advanced to the body or to the subjects in charge of operations on behalf of the Customer. Reimbursement will take place upon receipt of the relevant documentation justifying the expenses. - PRICES, TERMS AND PAYMENT METHODS
5.1. The prices of the products refer to the price list in force at the time of acceptance of the sales offer by the Buyer or at the issue of the order confirmation by Alcas SpA. The prices are net of VAT, contribution Conai and all types of taxes and/or duties (such as plastic tax).
5.2. Alcas SpA has the right to impose a minimum orderable value, a minimum invoicable value, and an expense contribution for the management of shipments of modest value.
5.3. Alcas SpA reserves the right to modify the price list in force at any time, upon written notice to the Purchaser, in the event that there are increases in the cost of raw materials, labor or any other factor that determines a significant increase in production costs.
5.4. The prices of the products are always understood as Free Carrier at the agreed place (FCA Incoterms 2020), unless otherwise agreed in writing between the parties.
5.5. Payments must be made in accordance with the relevant indications contained in the sales offer or in the order confirmation or in the invoice.
5.6. Unless otherwise agreed, payments will be made in Euros. Prices expressed in currencies other than the Euro may be subject to variations in relation to fluctuations in the relevant exchange rate.
5.7. Any delay or irregularity in payments gives Alcas SpA the right to:
a) suspend ongoing supplies, even if not related to the payment in question;
b) vary the payment and discount methods for subsequent supplies, including by requesting the
advance payment or the issuance of additional securities;
c) request, starting from the due date set for payment and without the need for formal formal notice, default interest on the sum still due, to the extent of the rate established by the legal provisions currently in force for commercial transactions (in particular Legislative Decree 231/2002 and subsequent additions), without prejudice in any case to the right of Alcas SpA to request compensation for the greater damage suffered.
For each missed or delayed payment, the Buyer will be charged a penalty for the management of the outstanding amount.
Furthermore, in the aforementioned cases, any sum due for any reason to Alcas SpA becomes immediately due. The Buyer will be required to pay in full for the products even in the event that exceptions, disputes or disputes arise which will be resolved only after the payment of the amount due.
5.8. The Buyer renounces in advance to request compensation with any credits, however originated, towards Alcas Spa - SHIPPING – PASSING OF RISK – DELIVERY TIMES – DEFERMENTS – FORCE MAJEURE
6.1. Unless otherwise agreed, the supply of the Products is understood to be Free Carrier to the agreed place (FCA Incoterms 2020) and therefore the risks relating to the supply pass to the Buyer when the products are delivered to the agreed place, or to the place indicated by the Customer.
6.2. The delivery periods begin to run from the day following the day the order is accepted by the Company. The delivery terms are purely indicative, unless their essential nature is expressly agreed in writing, with a suitable formula, and are calculated in working days and any liability of Alcas Spa for all damages resulting from early or delayed delivery is therefore excluded , total or partial.
6.3. Alcas SpA reserves the right to reasonably make partial deliveries.
6.4. If the Buyer is not up to date with payments relating to other supplies, the delivery terms will be suspended and Alcas Spa may delay deliveries until the Buyer has paid the sums due.
6.5. The Buyer recognizes the usage tolerances of Alcas Spa on the quantities delivered.
6.6. If, for reasons not attributable to Alcas Spa, the Buyer or the carrier designated by the Buyer fails to take delivery of the products, Alcas Spa, upon notification to the Buyer, may store them, charging the latter for any related costs incurred.
6.7. Unforeseeable events, including force majeure and unforeseeable circumstances, give the right to defer delivery for as long as the impediment persists beyond an adequate additional period. Unforeseeable events are those circumstances that cannot be foreseen, such as, by way of example: wars, currency crises or other sovereign measures, civil unrest, natural events, fires, strikes, lockouts, obstructions to traffic, interruptions of operations, actions (or omissions) of the Buyer including the failure to transmit the information and approvals necessary to Alcas SpA to proceed with its work and the consequent supply of the products, inability to obtain the materials, components or services necessary to carry out the work and to the supply of products, and other force majeure events. As soon as it becomes aware of the problem, Alcas SpA will promptly notify the Customer in a suitable manner. In such cases, Alcas SpA has the right to withdraw from the contract without any obligation to compensate damages.
No compensation or compensation will be due to the Customer for delays due to force majeure, unforeseeable circumstances or for reasons beyond our control. - TECHNICAL STANDARDS AND RESPONSIBILITY
7.1. Alcas SpA products comply with the legislation and technical standards in force in Italy, consequently the Buyer assumes the responsibility of verifying any possible discrepancies existing between the Italian standards and those of the country of destination of the products, holding Alcas Spa harmless
7.2. Alcas Spa guarantees the performance of the products it manufactures only and exclusively in relation to uses, destinations, applications, tolerances, etc. expressly indicated by it. - DUTY TO INSPECT AND ACCEPT PRODUCTS
8.1. Upon taking delivery of the Products, the Buyer must immediately:
(a) check the quantities and packaging of the Products and record any objections in the delivery note;
(b) carry out a conformity check of the Products with respect to what is indicated in the order confirmation and record any discrepancies in the delivery note.
8.2. In the event of a defect being reported, the Buyer must comply with the following procedures and terms:
(a) notification of defects relating to the integrity of the packaging must be made upon delivery and countersigned by the Carrier.
(b) notification of defects relating to the product itself must be made within five (5) working days of the Buyer taking delivery of the Products.
(c) the detailed communication must be forwarded in writing to Alcas SpA, based on the instructions and in the manner provided by the same, within the terms indicated above. Any communication made by telephone is not accepted;
(d) the communication must be accompanied by images of the disputed defects;
(e) the communication must clearly specify the type and amount of the defects alleged and the batch number;
(f) the Buyer must make the disputed Products available for inspection by the Seller.
8.3. Any Product for which no dispute has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Buyer. - PRODUCT WARRANTY – COMPLAINTS
9.1. Alcas SpA guarantees that the products supplied correspond in quality and type to what is established in the contract and that they are free from defects that could make them unsuitable for the use for which they are expressly intended.
9.2. The warranty on the products is limited to the shape of the product, the material used and production problems attributable to Alcas SpA. The warranty does not cover defects due to improper use, transport and storage of the products.
9.3. Following regular complaint by the Customer, according to the procedures of the previous article, Alcas SpA, at its choice, may:
a) replace free of charge products of the same type and quantity as those found defective;
b) issue a credit note in favor of the Buyer for an appropriate amount which will be established following the assessment carried out by Alcas SpA
In such cases Alcas Spa may request the return of the defective products, which will become its property.
9.4. In the event that the defects found on the products are not attributable to the responsibility of Alcas SpA, the costs of replacing the products will be calculated and invoiced to the Buyer.
9.5. The guarantee referred to in this article absorbs and replaces the legal guarantees for defects and conformity and excludes any other possible liability of Alcas SpA however originating from the products supplied; in particular, the Buyer will not be able to make any other claims for compensation for damages and in no case will Alcas SpA be held liable for indirect or consequential damages. - LIMITATION OF LIABILITY
10.1. Except in cases of justified dispute raised in accordance with the provisions of paragraph 9 above, the Buyer is not entitled to any further rights or remedies. In particular, the Seller is not responsible for any compensation required for breach or non-performance of contract, for any direct damage or loss of profit suffered by the Buyer as a result of the use, non-use, or installation of the Products in other products, with the exception of cases covered by warranty indicated in paragraph 9 or in case of willful misconduct or gross negligence on the part of the Seller.
10.2. The Seller will do everything in its power to deliver the Products within any agreed terms, but in no case may it be held liable for damages directly or indirectly caused by the delayed execution of a contract or by the delayed delivery of the Products. - CREDIT ASSIGNMENT
11.1 Alcas Spa will have the right to assign the credit accrued towards the Customer to third parties at any time, as well as to stipulate insurance on the Customer's solvency, without prior notice and without this situation giving rise to compensation or compensation rights for the Customer. claims for termination or cancellation of the contract. - TERMINATION OF THE CONTRACT
12.1. Alcas SpA may terminate the contract, without the need for the Customer to be in default, in one or more of the following situations:
(a) In the event of the opening of insolvency proceedings, voluntary or compulsory liquidation by the Customer or in the event that the Customer is in a state of insolvency;
(b) In the event of failure by the Customer to fulfill one or more of the obligations set out in these general contract conditions and in particular in articles: 2, 3, 4, 5, 6, 7, 13, 14, 15.
(c) In the event of declaration of nullity of one or more of the clauses of the contract which determine a significant imbalance in the benefits paid by Alcas SpA
12.2. In such cases, the resolution will operate by right and automatically starting from the date of receipt of the communication with acknowledgment of receipt that Alcas SpA will send to the customer, in which the right of termination established herein will be asserted. In any case of termination of the contract attributable to the customer's fault, fault or willful misconduct, Alcas SpA has the right to take action for compensation for damages. Furthermore, Alcas SpA's right to terminate the contract according to common rules is reserved. - PROHIBITION OF TRANSFER
13.1 All rights and, in general, legal situations arising or deriving from the order contract cannot be transferred or delegated to third parties by the Customer without the prior consent, resulting from a written document, of Alcas SpA -
INTELLECTUAL PROPERTY
14.1 The Customer expressly acknowledges that the trademarks, trade names or other distinctive signs affixed to the goods are the exclusive property of Alcas SpA and cannot be altered, modified, removed or canceled in any way. The Customer has the limited right to use trademarks, trade names or other distinctive signs, as well as any other industrial property right or production and commercial know-how incorporated in the goods and which remains the exclusive property of Alcas SpA, solely and limited purpose of reselling the goods to the public. Any different use of the intellectual property of Alcas SpA by the Customer, unless expressly permitted by Alcas SpA itself in writing, will be considered a violation by the Customer of the aforementioned exclusive rights of Alcas SpA, also in terms of contractual liability and, as such, will be properly prosecuted.
14.2. The documents, drawings, data and information (both in paper form and on electronic support) that are delivered to the Customer remain the exclusive property of Alcas SpA and constitute a support for a better representation of the Products and are indicative of the performance of the Products themselves . - CONFIDENTIALITY
15.1. In the event that the Customer has received particular information for special or standard products, he undertakes to keep the technical specifications, specifications, drawings, projects, data and any other information made available to him by Alcas SpA confidential; the Customer undertakes not to disclose the information to third parties and to use it only for the supply of products agreed with our company.
15.2. The Customer hereby recognizes the illicit nature of the design and/or manufacturing and/or marketing in any form, even through interposed third parties, of products based on drawings, models, samples or prototypes of Alcas SpA, even if the Alcas SpA trademark is not expressly mentioned. - PROCESSING OF PERSONAL DATA
16.1. The Customer's personal data will be processed in accordance with the provisions of the legislation on the processing of personal data (EU Regulation 2016/679). Alcas SpA informs the Customer that it is the data controller and that the Customer's personal data are collected and processed exclusively for the execution of this contract and will be retained for the entire period of execution of the contract and for ten (10) years thereafter the conclusion of it. The provision of data is optional; the consequences of any refusal are the impossibility of establishing/continuing the relationship with Alcas SpA. Pursuant to articles 15 and following of EU Regulation 2016/679, the Customer has the right to request the Seller to update, rectify, the integration, deletion and transformation into anonymous form of your data. Please refer to the complete text of the privacy policy on the Alcas SpA website www.alcas.it. - APPLICABLE LAW
17.1. These General Conditions and the related sales contracts will be governed by Italian law. - JURISDICTION
18.1. For any dispute relating to or in any case connected to the contracts to which these General Conditions apply, the court of Florence has exclusive jurisdiction. Notwithstanding the above provisions, Alcas SpA will however have the right to act in the Customer's court. - FINAL PROVISIONS
19.1 The invalidity in whole or in part of individual provisions of these General Conditions of Sale does not affect the validity of the remaining provisions.
19.2. These General Conditions of Sale are drawn up in Italian.
19.3. It is understood that any tolerance of violations of these General Conditions or any failure to exercise any right or option provided for therein cannot in any way be interpreted as a waiver to exercise the rights and/or options connected to them or consequent.
19.4. Any request, consent, approval, waiver and more generally any communication provided for by these General Conditions will be considered valid if made in writing and in Italian or English and when said communication (i) is personally notified to the party to whom it is intended by registered mail with return receipt or (ii) has been sent by certified mail, with return receipt, to the person and address indicated below, or to that different address subsequently communicated using the methods indicated here. Communications sent in this way will be considered effective from their receipt:
Alcas Spa Via dell'Industria n.21/23, 50142, Florence, Italy. PEC: alcasspa@pec.it
The Buyer, through acceptance of the Seller's order confirmation and the subsequent supply by the Seller of the requested goods, confirms, approves and accepts all the clauses of these "GENERAL CONDITIONS OF THE SALES CONTRACT" and, pursuant to and for the effects of the articles. 1341 and 1342 of the Italian Civil Code, specifically approves the provisions referred to below: articles 2, 3, 4, 5,6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18.
Last updated 3/11/2022
ALCAS spa
