GENERAL CONDITIONS OF SALE

1) EFFECTIVENESS OF THESE GENERAL CONDITIONS

These terms and conditions of sale (hereinafter referred to as the “GTC”) shall apply to any supply and/or sales contract and/or offer concluded or entered into by and between Eurotrol S.p.a. (hereinafter also referred to as the “Seller”) and its customers (hereinafter also referred to as the “Purchaser”). The GTC shall prevail over the purchase conditions of the Purchaser. Deviations from the GTC, namely also the acceptance of different purchase conditions, are only binding if they are included in the order confirmation. In the event of a conflict, these GTC shall take precedence. The GTC are available at the following web link https://www.eurotrol.it/en/cgv and shall be binding and constitute the contractual source of the obligations of the Seller and the Purchaser. The latter explicitly accepts them by signing the Order Confirmation sent by the Seller, or in any case by receiving the invoice sent by the Seller. The Purchaser shall in any case be obliged to take note of these general terms and conditions as soon as they intend to enter into business negotiations with the Seller. The Seller reserves the right to amend, supplement or modify the GTC by attaching such variations to the offers of sale and/or supply or to any correspondence sent in writing to the Purchaser.

2) BIDS AND FINALISATION OF THE SALE

The Seller prepares the offer on the basis of the request/proposal for sale and/or supply made by the Purchaser and sends the offer by e-mail to the Purchaser. A reference to these GTC is included in the body of the Order Confirmation prepared by the Seller, which contains the web link from which they can be consulted. The information contained in the offers prepared by the Seller may differ from the information contained in the Seller’s price list and/or catalogue, which are to be understood as wholly indicative and unilaterally modifiable by the Seller. The offer prepared by the Seller is not binding and does not bind the Purchaser in any way until receipt of the order confirmation signed by the Purchaser. Unless otherwise specified in writing by the Seller, its offers are valid for 30 days from the date of transmission of the document to the Purchaser and the relevant prices are understood to be EXW warehouse Eurotrol S.p.a. and include packaging where applicable. The sale shall be deemed completed at the time and place where Eurotrol S.p.a. receives the purchase order from the Purchaser with the Order Confirmation countersigned by the Purchaser. The GTC shall be deemed to be explicitly accepted by the Purchaser upon signing for acceptance the Order Confirmation sent by the Seller. If the Seller does not receive the countersigned Order Confirmation within 5 (five) working days, it shall be deemed expired and no longer valid. Upon receipt of the aforementioned countersigned Order Confirmation, the terms and conditions stated therein shall also become binding with regard to quantities, prices and delivery terms. The delivery dates indicated in the Order Confirmation will be rescheduled from the date of receipt of the Order Confirmation signed for acceptance. The delivery dates indicated in the Order Confirmation will be rescheduled from the date of receipt of payment for Purchasers who have to make an advance payment.

3) MINIMUM ORDER

Orders placed by the Purchaser shall have a minimum taxable value of €100.00. Therefore, the Seller reserves the right not to accept orders with a lower value. If such orders are accepted, an additional handling fee of €10.00 will be charged.

4) TERMS OF PAYMENT

The terms of payment are as stated in the Order Confirmation countersigned by the Purchaser.

5) DESCRIPTION OF PRODUCTS

The description of the products in the Order Confirmation prepared by the Seller is the only one that is binding on the Seller. The Purchaser must therefore rely solely on the description in said order confirmation before countersigning it for acceptance.

6) ORDERS FOR PRODUCTS MANUFACTURED BASED ON SPECIFIC CUSTOMER REQUIREMENTS

The sale and/or supply of specific products which, on the basis of requests made by the Purchaser, are not included in Eurotrol S.p.a.’s catalogue, may be governed by separate contracts and/or agreements supplementing or amending these GTC.

7) ADDITIONS OR CHANGES TO ORDERS ALREADY ISSUED

The Seller reserves the right to make any additions and/or changes requested by the Purchaser with respect to orders already submitted to the Seller and being fulfilled. In any case, requests for additions and changes by the Purchaser shall be considered as new and independent orders, which shall be processed in accordance with these GTC.

8) CANCELLATION OF THE ORDER AND/OR IN ANY CASE TERMINATION BY THE PURCHASER

The cancellation of an order received by the Seller in the manner set forth in Article 2 above may only take place with the Seller’s written consent where no more than two (2) working days have elapsed since the Seller’s receipt of the Order Confirmation countersigned by the Purchaser. In the event of an order cancelled by the Purchaser, where more than two (2) working days have elapsed since the Seller’s receipt of the Order Confirmation countersigned by the Purchaser, 10% of the total taxable amount of the cancelled order shall be charged as a contribution towards the cost of returning the goods to the warehouse. In the event of an order cancelled by the Purchaser, who has already been notified of the details for collection of the goods, 10% of the taxable total of the cancelled order shall be charged as a contribution towards the cost of returning the goods to the warehouse.

9) PRICES AND TAXES

Unless otherwise specified:
a) Product prices do not include VAT or anything else not expressly stated in the Order Confirmation.
b) The Seller reserves the right to increase prices at any time.
c) The new sales prices will be applied with reference to the date of entry into force of the new price list.

10) DELIVERY TERMS

Unless otherwise agreed upon in writing between the Seller and the Purchaser, any delivery period also stipulated in the offer is not binding on the Seller and is merely indicative. The Seller reserves the right to make partial deliveries. The Seller reserves the right to reject orders with binding delivery dates indicated by the Purchaser in writing when placing the order.

11) SHIPPING

Goods travel at the Purchaser’s risk if shipped Ex Works. In the case of freight prepaid or freight collect, the goods travel at the Seller’s risk. In any event, the Purchaser, upon taking delivery of the products at its warehouse/plant, shall immediately check the quantity and quality of the packaging of the products and record any objection in the delivery note, rejecting the goods or accepting them with reservation, expressly indicating any visible damage and making the corresponding claims against the Seller by e-mail within 24 hours of delivery of the products at its warehouse/plant.

In the case of shipments within the EU, the Purchaser undertakes to provide the Seller, within the statutory deadlines, with all documentation required by law and giving evidence that the products have been exported. Should the Purchaser fail to provide the aforesaid documentation within the aforesaid terms, the Seller reserves the right to charge the Purchaser the amount of the VAT applied in Italy, calculated on the taxable amount of the invoice issued against the purchase made.

12) ORDER CONFORMITY

No later than ten (10) working days after receipt of the goods, the Purchaser must verify the correspondence between the material ordered and that actually received; any complaints must be sent in writing by e-mail to the Seller.

13) DELAYS IN COLLECTING THE GOODS FROM THE SELLER’S WAREHOUSE

The date of collection of the goods indicated in the purchase order received by the Seller shall be considered binding and may only be waived and/or otherwise changed with the prior written consent of the Seller.

After a delay of five (5) working days (excluding Seller’s closing calendar days) with respect to the scheduled date for collection of the goods, the Purchaser shall be charged 10% of the taxable amount of the goods not collected, with the express reservation that the Seller may also cancel the said order.

After a further ten (10) working days’ delay (excluding Seller’s closing calendar days) with respect to the scheduled date for collection of the goods, an additional 10% of the taxable amount of the goods not collected shall be charged to the Purchaser, with the express reservation that the Seller may also cancel the said order.

14) MATERIAL RETURNS

At the Purchaser’s request, the Seller may consent in writing to the return and/or otherwise to the return by the Purchaser of all or part of the goods relating to a particular purchase order. The Purchaser’s request to return all or part of the goods must in any case be received by the Seller in writing within and no later than 60 (sixty) calendar days from the date on which the goods in question were delivered to the Purchaser’s warehouse/plant.

Upon acceptance of the request by the Seller, it is in any case understood and agreed that:

a) Shipping is the responsibility of the Purchaser.
b) A penalty of 20% of the taxable sales value of each returned material shall be charged to the Purchaser.
c) Goods must be returned no later than 30 (thirty) days from the date of acceptance of the return by the Seller.
d) Goods returned after 30 (thirty) days from the date of acceptance of the return by the Seller shall be rejected.

 

In the event that the returned material is incomplete and/or damaged in any part, packaging included, it will NOT be considered useful for resale. The Seller will therefore issue a return note to the Purchaser for non-compliant material, reserving the right to file any and all claims for compensation and/or any other claims against the Purchaser, and will not issue any credit note; the relevant shipping costs shall always be borne by the Purchaser.

15) GUARANTEES AND DISPUTES

Goods found to be defective, subject to the Seller’s signed authorisation, may only be returned freight prepaid, within and no later than 30 (thirty) days from the date of the Seller’s authorisation, at the Purchaser’s expense. Products purchased are guaranteed to be free of defects from the date of manufacture (if missing, from the date of shipment) for a period of 1 (one) year, except for:

a) 10 (ten) years for MWG-branded pressure tanks;
b) 5 (five) years for Structural-branded pressure tanks.

 

In the event of a claim for damage occurring during transport performed at the Seller’s expense, the Purchaser shall within and no later than 8 (eight) working days submit a copy of the transport document indicating “material accepted with reservation”. In the absence of such documentation, the relevant file cannot be opened.

In the event of a complaint with reference to the quantity, quality, type and packaging of the products, the Purchaser shall within and no later than 8 (eight) working days submit a copy of the transport document indicating “material accepted with reservation”. In the absence of such documentation, the relevant file cannot be opened.

With respect to any such complaint sent in writing to the Seller, the Purchaser shall also:

a) agree to make the disputed goods available to the Seller for inspection; such inspection shall be carried out by the Seller or by an expert appointed by the Seller or the manufacturer of the goods;
b) deliver to the Seller any ancillary documentation deemed indispensable to the analysis for the evaluation of the Warranty claim.

 

Once the fulfilment of the requirements either for the validity/effectiveness of the Warranty or for the acceptance of the claim has been recognised, the relevant file will be closed with the necessary actions.

16) NON-PAYMENT OR LATE PAYMENT

In the event of non-payment or late payment, even in part, with respect to the due date agreed upon and indicated on the invoice, the Seller may, without prior notice, suspend the commercial activities that are the subject of each order and/or in any case the relevant deliveries until settlement of the full amount owed by the Purchaser.

In any event, in case of late payment on the agreed due dates, interest shall accrue in favour of the Seller on late payments calculated at the official reference rate of the European Central Bank increased by 4 (four) points. Late payment will also cause the suspension of the warranty on the relevant products.

In the event of non-payment or late payment, even in part, by the Purchaser, the Seller shall in any case have the right to deem the contract terminated pursuant to Article 1456 of the Italian Civil Code, subject to written notice to the Purchaser.

The delivery dates indicated in the Order Confirmation will be rescheduled from the date of receipt of payment for Purchasers who have made an advance payment.

17) FORCE MAJEURE

1. “Force Majeure” is the occurrence of an event or circumstance (“Force Majeure Event”) that prevents a party from performing one or more of its contractual obligations if, and to the extent that, that party proves:
   [a] that such impediment is beyond its reasonable control; and
   [b] that the event could not reasonably have been foreseen at the time of the execution of the contract; and
   [c] that the effects of the impediment could not reasonably have been avoided or overcome by the Interested Party.
2. In the absence of proof to the contrary, the following events experienced by a party are presumed to satisfy conditions (a) and (b) of paragraph 1 of this clause:
   (i) war (whether declared or not), hostilities, invasion, acts of a foreign enemy, extensive military mobilisation;
   (ii) civil war, riot, rebellion, revolution, military force or usurpation of power, insurrection, acts of terrorism, sabotage or piracy;
   (iii) currency or trade restrictions, embargo, sanctions;
   (iv) acts of authority, whether lawful or unlawful, compliance with laws or governmental orders, regulations, expropriation, confiscation of property, requisitioning, nationalisation;
   (v) plague, epidemic, natural disaster or extreme natural events;
   (vi) explosion, fire, destruction of equipment, prolonged suspension of transport, telecommunications or power;
   (vii) generalised social conflicts, such as, in particular, boycotts, strikes and lock-outs, work-to-rule, occupation of factories and buildings.

In the event of the use of this clause, the Seller shall be released from its obligation to perform its contractual obligations, from any liability for loss or damage or other contractual remedy for default, from the moment the event inhibits the performance of its contractual obligations, provided it has been notified without delay.

If notice of the event is not given in a timely manner, the release shall take effect from the time when the notice reaches the Purchaser. If the effect of the claimed impediment or event is temporary, the aforementioned consequences shall occur only to the extent and for as long as the claimed impediment or event prevents the Seller from performing its contractual obligations.

If the duration of the claimed impediment has the effect of substantially depriving the Seller of what it could reasonably expect under the contract, the Seller shall be entitled to terminate the contract by giving notice to the Purchaser within a reasonable period.

If the event attributable to force majeure lasts for more than thirty (30) calendar days from the date of its occurrence, the contract of sale entered into by and between the Seller and the Purchaser may be unilaterally terminated by the Seller by any written means, without the Purchaser being able to claim damages and interest or any other form of compensation or penalty for any reason whatsoever.

18) COMPLIANCE WITH THIRD-PARTY TRADE RULES

The Purchaser undertakes not to sell US-manufactured or EU-manufactured products in countries where there is a US and/or EU embargo. In this sense, it is understood that the Seller may not proceed with the shipment of goods to the countries listed on the US and/or EU Black List, which the Purchaser declares to be well aware of and which may in any case be subject to amendments and additions.

19) LIABILITY

In the event of default or total or partial breach by the Seller of its obligations under these GTC, its liability shall be limited solely to the direct losses and/or damages for which it is solely responsible, excluding, in particular and without this list being restrictive: loss of profit and operating losses, deprivation of use, so-called image damage, withdrawal of the product from the market, increased costs and expenses, including costs or payment of loss or damage suffered by the Purchaser as a result of such default or breach.

The Seller shall not be held liable for any prejudice, including loss of production or profit, that may result from the Purchaser’s failure to comply with the applicable legislation governing the products, from poor adaptation or defective use of the product or from any other cause.

The Purchaser agrees to indemnify, release and hold the Seller harmless from any action, claim and/or liability relating to any claim, cost or damage resulting in particular from abnormal, improper or non-conforming use of the products, from any breach of these GTC or from any fault, negligence or omission on the part of the Purchaser, including in particular, but without limitation, storage of the products in unsuitable conditions, use of the products in conditions or for purposes other than those for which they were intended.

20) INTELLECTUAL PROPERTY

The Purchaser undertakes to respect all possible intellectual property rights of the Seller and its suppliers, of which it declares to be aware, and to use them only to the extent strictly necessary and indispensable for the performance of the sales contract.

The Purchaser is not, in particular because of the placing and/or receipt of an order, the owner of any intellectual property rights relating to the products, photos, media and/or technical documentation, transferred directly or indirectly by the Seller to the Purchaser.

The Purchaser may not, under any circumstances and for any reason whatsoever, modify the intellectual property rights relating to the products, photos, media and/or technical documentation, delivered directly or indirectly by the Seller to the Purchaser, nor may the Purchaser request or obtain any legal protection for any item of any nature relating to the products, photos, media and/or technical documentation, delivered directly or indirectly by the Seller to the Purchaser, and in particular obtain a licence or grant a sub-licence in respect of the products without the prior express written permission of the Seller.

The Purchaser undertakes to inform the Seller without delay of any action or claim by a third party (proven or threatened) of which it becomes aware concerning intellectual property rights relating to the products, photos, media and/or technical documentation supplied directly or indirectly by the Seller to the Purchaser and/or of any infringement by third parties of intellectual property rights relating to the products, photos, media and/or technical documentation supplied directly or indirectly by the Seller to the Purchaser, and to assist, at its sole expense, in any legal action that may be taken against the authors or accomplices of such infringements at the Seller’s request.

The Purchaser undertakes to cease using the intellectual property rights relating to the products, photos, media and/or technical documentation, delivered directly or indirectly by the Seller to the Purchaser at the end of the contract binding the Purchaser to the Seller and at any time during the contract, at the Seller’s request, if the Seller considers that they may infringe the intellectual property rights or other rights of third parties.

21) PROCESSING OF PERSONAL DATA

The Purchaser’s personal data shall be processed in accordance with the provisions of Italian and European law on the processing of personal data (EU Regulation No. 2016/679 so-called “GDPR”).

The Seller hereby informs the Purchaser that it is the Data Controller and that the Purchaser’s personal data are collected and processed exclusively for the purpose of carrying out the sale. The Purchaser has the right to request the Seller to update, rectify, supplement, port, delete, object to the processing of data, or make its data anonymous.

In compliance with the provisions of EU Regulation No. 2016/679 (“GDPR”), the processing of the personal data acquired will be based on the principles of fairness, lawfulness and transparency and the protection of confidentiality and of the rights provided for therein. This processing will take place by means of paper, computer and telematic means, designed to store, manage and transmit the data in compliance with the provisions of the regulations in force.

For further information about data protection please go to https://www.eurotrol.it/en/privacy-policy/.

22) JURISDICTION AND APPLICABLE LAW

Any dispute arising in connection with the interpretation, validity, enforceability or termination of these GTC and the individual supply and/or sales contracts and/or offers shall fall under the exclusive jurisdiction of the Court of Milan, Italy. The law applicable to these GTC and to individual supply and/or sales contracts is Italian Law.

23) FINAL PROVISIONS

The invalidity of individual provisions of these GTC, in whole or in part, shall not affect the validity of the remaining provisions.

These General Terms and Conditions of Sale are drafted in two languages, Italian and English. In the event of any doubts of interpretation, the Italian version will prevail.