1 - Application: unless otherwise specifically agreed upon in writing, these
general conditions of sale shall apply to any and all sales agreements
(hereinafter the “Contract”) made by Mintor Srl. Should any specific
conditions of sale contained in writing in the Contract be in contrast with
these general conditions of sale, the specific conditions of sale shall prevail.
The general conditions of sale of a customer will apply only if they have been
expressly accepted in writing by Mintor Srl. The order received from the
customer shall bind Mintor Srl only if the latter has accepted it in writing by
sending the order confirmation to the customer and it has been actually
received.
2 – Changes to Contract: any changes to the Contract requested by a
customer will be effective only if accepted in writing by Mintor Srl. In any
case the customer will bear any additional cost deriving from any change to
the Contract.
3 – Delivery: the products of Mintor Srl (hereinafter the “Product” or the
“Products”) shall be delivered by Mintor Srl “EX WORKS Via del Lavoro 5,
27010 Cura Carpignano PV - Incoterms® 2020”. Mintor Srl has the right to
make separate deliveries of the Products, even if such Products have been
included in the same Contract.
4 – Transportation: the customer agrees to verify the condition of the
Products immediately and if the Products have been damaged during
transportation and/or the transportation has not been properly performed, the
customer agrees to take any and all measures to preserve any civil action
against the carrier.
5 – Complaints: any complaints regarding the Products, including, but not
limited to, those relating to weight, defects or dissimilarities, must be notified
by the customer in writing, under penalty of forfeiture, within fifteen (15)
calendar days from delivery of the Products, by registered letter with return
receipt. Any defect of the Products, that can be noted at sight, like for
example the number and the condition of packages, must be notified by the
customer in writing, under penalty of forfeiture, immediately at delivery of the
Products, by registered letter with return receipt. Even if the customer
notified any defect, the latter will not be entitled to suspend or delay the
payment of the defective Products or any other Products purchased from
Mintor Srl. In addition to it, the customer shall not be entitled to terminate the
Contract because of defects of the Products.
6 – Returned Products: any return of Products shall be previously agreed
by the customer and Mintor Srl in writing, also with reference to the costs for
the transportation and any related risks, otherwise the Products will not be
accepted.
7 – Missing or delayed payments: the invoices shall be paid in accordance
with the terms and conditions stated in the Contract. Interest shall
automatically accrue on outstanding invoices from the due date until the date
of payment at the rate and under the conditions set by Italian Legislative
Decree 231/02 and any subsequent modification. Furthermore, in case of
missing or delayed payment by the customer, Mintor Srl shall have the right
to suspend the performance of its obligations deriving from the Contract
even if such Contract relates to Products that are not the ones whose
payment is missing or delayed.
8 – Delays: the customer acknowledges that the Contract contains the date
on which the Product is ready for shipment. Mintor Srl disclaims any liability
for delays, if any, due to inaccuracies and/or delays of the customer in
sending what is necessary for the manufacturing of the Products. In any
case, the date of delivery contained in the order confirmation of Mintor Srl is
just indicative and the customer shall not be entitled to terminate the
Contract on account of a delay. The customer shall not be entitled to claim
any damages on account of delay, nor to withhold any payments owed to
Mintor Srl. In particular, the customer acknowledges that Mintor Srl shall not
be liable for any delay due to procurement of raw materials or components of
any kind, that shall be used for the manufacturing of the Products.
9 – Changes to Products and/or Prices: Mintor Srl has the right to make
any changes to the Products and/or prices at any time. Any terms and
conditions stated in the offer, including prices, are always subject to change
until they are accepted by the customer in writing. In any case Mintor Srl
shall not be bound by any illustration, catalogue, drawing, and/or statement
regarding any characteristic of the Product such as, just for example,
dimension, weight, quality, production capacity that have to be deemed by
the customer only as indicative. Unless agreed in writing by Mintor Srl, the
prices of the Products do not include VAT and any kind of service.
10 - Warranty: the Products are warranted for twelve (12) months starting
from the day of delivery. The warranty only covers manufacturing defects
that have been confirmed by Mintor Srl. In any case the warranty shall not
cover: (a) damages caused by the installation and/or use and/or
maintenance of the Products that is i) not performed by Mintor Srl, or ii)
performed by third parties, including customer, and not in compliance with
the instructions communicated by Mintor Srl, or iii) not in compliance with the
standards of diligence and professionalism that are applied in the industry of
the customer; or (b) the Products that have been modified in whatsoever
manner by the customer; or (c) the defects caused by the ordinary use
and/or by the ordinary obsolescence of the Products. In any case, should
Mintor Srl decide to examine any defect and/or damage reported by the
customer and subsequently to ascertain that the defect is not present and/or
is not deriving from the manufacturing process, Mintor Srl shall have the right
to be reimbursed of any cost borne in order to carry out such verification. In
any case, unless expressly accepted in writing by Mintor Srl, the latter will
not accept any charge applied by customer relating to the costs resulting
from the verification of the existence of the defects of the Products.
11 – Indirect and Consequential Damages: Mintor Srl shall not be liable for
any indirect and consequential damages including, for example, damages
resulting from loss of use and/or loss of profits.
12 – Trade and Business Secrets: should Mintor disclose to the customer
any instructions, handbooks, artwork and technical documentation relating to
the Products, the customer shall not disclose such documentation to any
third parties and shall not use the information contained therein except for
using the Products.
13 – Intellectual Property Rights: Mintor Srl shall not grant to the customer
any intellectual property rights. The intellectual property rights include
patents, trademarks, utility models, copyrights, database rights, trade names,
designs, know-how, drawings and invention disclosures - whether registered
or unregistered -, as well as applications, reissues, confirmations, renewals,
extensions, divisions or continuations for any of the aforementioned rights.
Any use and/or reproduction of Mintor Srl’s intellectual property, in any form,
including, but not limited to, in print-outs, in software or on line, must be
previously authorized in writing by Mintor Srl.
14 – Retention of Title: the products are sold with retention of title and their
ownership will thus be transferred to the customer only upon full payment. In
case of termination of the Contract, Mintor Srl has the right to withhold the
partial payments already received if any, and/or to waive at any time the
retention of title and to transfer the ownership in favour of the customer in
order to protect its rights.
15 – Force Majeure: Mintor Srl shall be relieved from its duty to perform its
obligations under the Contract and from any liability in damages in case of
occurrence of an event of force majeure, including, without limiting the
generality of the foregoing, (i) war (whether declared or not), hostilities,
invasion, act of foreign enemies, extensive military mobilization; (ii) civil war,
riot, rebellion and revolution, military or usurped power, insurrection, act of
terrorism, sabotage or piracy; (iii) currency and trade restriction, embargo,
sanction; (iv) act of authority whether lawful or unlawful, compliance with any
law or governmental order, expropriation, seizure of work, requisition,
nationalization; (v) plague, epidemic, natural disaster or extreme natural
event; (vi) explosion, fire, destruction of equipment, prolonged break-down of
transport, telecommunication, information system or energy; (vii) general
labor disturbance such ad boycott, strike and lock – out, go-slow, occupation
of factories and premises; (viii) Covid-19 pandemic and any related act and
any other impediment outside Mintor Srl’s control. The customer
acknowledges that where Mintor Srl fails to perform one or more of its
obligations because of default by a third party who has been engaged to
perform the whole or part of the Contract, Mintor Srl may invoke this Section
to the extent that Mintor Srl and the third party are affected by an event of
force majeure as described in this Section. Mintor Srl shall have the right to
terminate the Contract if the duration of the impediment exceeds onehundred
and twenty (120) days. In any case, should the customer derive a
benefit before the termination of the Contract, the latter shall pay to Mintor
Srl a sum of money equivalent to the value of such benefit.
16 – Export Control: the customer acknowledges that the Products may be
subject to European export control laws and regulations, including, but not
limited to (EC) Regulation No. 428/2009 and any subsequent modifications,
setting up a Community regime for the control of exports, transfer, brokering
and transit of dual-use items as well as U.S. Export control laws such as, but
not limited to, the U.S. Export Administration Regulations and the
International Traffic in Arms Regulations and any other applicable
regulations. Customer agrees to strictly comply with the laws and regulations
stated in this Section if applicable, and to provide Mintor Srl with any
information that Mintor Srl may demand in order to comply with the laws
referred to in this Section. Mintor Srl disclaims any responsibility for any kind
of damages that the customer may sustain as a result of delayed delivery or non-delivery due to present and/or future acts or restraints of Governments,
the imposition of export restrictions and any other impediment beyond the
control of Mintor Srl, directly or indirectly related to the provisions of this
Section.
17 – Suspension and/or Termination: If Mintor Srl, under the applicable
law referred to in Section 16 or under any other law to which the exportation
may be subject, determines that a) the customer and/or the end user of the
Products and/or any third party in the stream of contractual relationship
between Mintor Srl and the customer or who has, even temporarily, access
to the Products is/are subject to economic restrictions and/or prohibition; b)
the export of the Products is subject to prior export authorization, Mintor Srl,
by prompt notice to the customer, shall have the right, at its entire discretion,
to immediately suspend the performance of the Contract in order to ask and
obtain the authorization, and/or to terminate the Contract.
18 – Immediate Termination: Mintor Srl shall have the right to terminate
immediately in accordance with article 1456 of the Italian Civil Code any
Contract if the customer fails to comply with any of the obligations stated in
Sections 4, 6, 7, 12, 13, 16, 17 and 19.
19 – Assignment of the Contract: the customer shall not have the right to
assign to third parties the Contract as well as any right and/or obligation
deriving from it.
20 – Applicable Law and Jurisdiction: these general conditions of sale and
the specific conditions of sale are governed by Italian law. Any dispute
relating to the interpretation and/or application of the general and specific
conditions of sale shall be submitted to the exclusive jurisdiction of the
Courts of Milan.
For acceptance
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Under Article 1341 of the Italian Civil Code, the following Sections are
specifically approved: Sect. 1 Application; Sect. 2 Changes to Contract; Sect.
3 Delivery; Sect. 5 Complaints; Sect. 6 Returned Products; Sect. 7 Missing
or delayed payments; Sect. 8 Delays; Sect. 9 Changes to Products and/or
Prices; Sect. 10 Warranty; Sect. 11 Indirect and Consequential Damages;
Sect. 13 Intellectual Property Rights; Sect. 14 Retention of Title; Sect. 15
Force Majeure; Sect. 16 Export Control; Sect. 17 Suspension and/or
Termination; Sect. 18 Immediate Termination; Sect. 19 Assignment of the
Contract; Sect. 20 Applicable Law and Jurisdiction.