General sales Conditions
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 ______________________ 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.