The general conditions of sale are binding for all shipments of goods by MDG srl (hereinafter “the Seller”). Without the prior written consent of the Seller, all orders placed by the Buyer are accepted subject to the application of these General Conditions.
Any modification or amendment to these general conditions, including a waiver of these requirements, is valid only with the written consent of the Seller.
The General Conditions replace the General terms and conditions of the Buyer.
2. ORDER ACCEPTANCE
Orders placed by the Buyer are not binding on the Seller until they have been confirmed in writing by the Seller. In the event that the Seller fails to provide written confirmation of an order negotiated verbally, the issuance of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation. The order and the order confirmation must contain quantity, description, place of delivery, and price.
3. PRICES AND PAYMENT TERMS
Product prices do not include VAT, which must be paid upon delivery or in accordance with the specific provisions indicated on the invoice;
Taxes, duties, shipping, insurance, installation, end-user training, after-sales service are not included in the prices unless quoted separately;
In addition to the other remedies permitted by the applicable law or by these General Conditions of Sale, the Seller reserves the right to apply default interest on late payments starting from the date on which the right to payment has accrued, calculated at the official reference rate of the European Central Bank increased by 7 (seven) points;
In the event that the Purchaser fails to make payment within the terms and in the manner indicated by the Seller or in the event that the Purchaser’s business is not conducted in accordance with the ordinary course of business, by which we mean, without limitation, the issuance of seizure deeds or protests, or when payments have been delayed or bankruptcy proceedings have been requested or promoted, the Seller has the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately payable. Furthermore, the Seller may in such cases request advances on payments or a guarantee deposit;
The Purchaser has no right to make any set-off, withholding or reduction except in the event that its request to do so has been definitively and judicially accepted.
4. TERMS OF DELIVERY
a) Unless otherwise agreed in writing, any delivery term indicated is not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery term is that specified in the order confirmation;
b) The Seller reserves the right to reasonably make partial deliveries.;
c) Any liability for delivery deriving from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, provisions of the public administration, subsequent blockages of export or import possibilities, in consideration of their duration and scope, release the Seller from the obligation to comply with any agreed delivery term;
d) The Seller is not obliged to accept product returns, unless expressly agreed in writing. Any costs incurred for this purpose shall be borne by the Purchaser.
5. WARRANTY TERMS
The seller warrants that the goods are functional and free from manufacturing defects. Further characteristics are guaranteed only if expressly declared in writing by the seller.
In any case, the guarantee is valid only if the goods are used and stored properly and according to the instruction manual. In particular, all defects resulting from ordinary wear and tear, improper or forced use, heavy raid, accident or force majeure are not guaranteed.
It will be the Purchaser’s responsibility to check the goods immediately upon delivery. If any transport damage is suspected, the Purchaser must immediately report any damage to its carrier and take all necessary steps to preserve the evidence. In particular, the Purchaser must have a written complaint.
If a shipment or part of a shipment is received damaged or malfunctioning, any claim must be made to the seller within 7 days in writing. If the Buyer does not act, the shipment will be deemed approved. Subsequent claims can only be made if a defect was not apparent in a routine inspection upon delivery and if the complaint is made in writing within 7 days after discovery and within the warranty period. The warranty period is 2 years from delivery, unless otherwise stated in writing.
The guarantee is extinguished if the goods are modified or repaired by the Purchaser or third
parties without the prior written consent of the seller.
Following a reasonable complaint in accordance with the provisions of the previous paragraphs of this document, the Seller must resolve any failure under warranty by repairing or replacing the damaged goods.
Any other claim of the Purchaser is excluded insofar as it can be agreed by mandatory regulation and if the claim is not demonstrable and was caused intentionally or by gross negligence on the part of the Seller.
6. RETENTION OF TITLE
The Products supplied remain the full property of the Seller until the date on which the Purchaser has not paid the full price of the same and all sums due to the Seller. Up to that moment, the Purchaser keeps the products as trustee of the Seller and must keep the Products adequately stored, protected and insured. .
7. PROCESSING OF PERSONAL DATA
(a) The Buyer’s personal data will be treated in accordance with the Italian law on the processing of personal data (Legislative Decree 196/2003). The Seller informs the Buyer that the Seller is the data controller and that the personal data of the Buyer are collected and processed exclusively for the execution of this agreement. Pursuant to article 7 of Legislative Decree 196/2003, the Purchaser has the right to ask the Seller to update, correct, integrate, cancel and transform his data into anonymous form.
The Conditions of Sale and each individual Sale will be governed by and interpreted in accordance with Italian law with the exclusion of the 1980 Vienna Convention on contracts for the international sale of movable property.
All disputes arising out of or connected to these Terms of Sale and/or any Sale will be subject to the exclusive jurisdiction of the Court of Rome.
It is understood between the parties that only the Seller, at its own discretion, will have the right to waive the jurisdiction of the exclusive court referred to in the previous paragraph (a) to take legal action against the Purchaser, at his domicile and at the Court therein qualified.
Marco Del Giudice