GENERAL CONDITIONS OF SALE/SUPPLY
AUTOMATION PLUS S.R.L.
These General Conditions of Sale/Supply are prepared by Automation Plus S.r.l. in order to comply with the parallel conditions prepared by its sellers/suppliers.
They therefore have the specific function of regulating relations with its Customers, i.e. with the parties requesting and/or receiving an Offer or formalising an Order with Automation Plus S.r.l. as well as their successors and/or assignees.
An ‘Offer’ is intended as a written document by which Automation Plus S.r.l. submits to the Customer a Supply proposal under certain conditions (in any case unsuitable to constitute a Contract Proposal). The Offer may result in an ‘Order’, or a written document from the Customer (including any attachments and subsequent additions) and signed by the Customer, by which a specific ‘Supply’ is requested. The latter constitutes the object of the Order.
An ‘Order Confirmation’ is intended as a written document from Automation Plus S.r.l., with which the contractual agreement between the Parties is finalised. Through this document, Automation Plus S.r.l. confirms acceptance of the Order received.
‘Parties’ shall mean Automation Plus S.r.l. and the Customer. ‘Contract’ shall mean all the provisions contained in the Order, the Order Confirmation and these General Conditions of Sale/Supply.
The ‘Price’ is intended as the amount indicated by Automation Plus S.r.l. in the Order Confirmation.
The clauses expressed below represent a necessity for those who, as is the case for Automation Plus S.r.l., find themselves operating with multinational companies based all over the world; they therefore represent, essentially, a summary of what the economic operators in the market in which Automation Plus S.r.l. operates are expecting.
The Conditions drawn up herein, published on the company’s website at http://www.automationplus.it/en/sales-conditions and available for viewing or copying at the company’s head office, apply even if not expressly stated or referred to in the individual orders; by placing the Order the Customer confirms his or her acceptance of these conditions.
2. Offers and Orders; closing of sale/supply
The Offers prepared by Automation Plus S.r.l., which are revocable and in any case not integral to the case provided for by Article 1326 of the (Italian) Civil Code, are valid for 30 days, unless otherwise indicated in the Offer.
Each individual Order is finalised at the time of acceptance/Order Confirmation communicated by Automation Plus S.r.l. or, in the absence of explicit acceptance, as a result of the execution of the Order by Automation Plus S.r.l. The Customer remains bound to the Order submitted by him/her upon receipt of the same by Automation Plus S.r.l., unless specifically agreed otherwise by the Parties.
Any terms and conditions proposed by the Customer that differ from those set forth in these General Conditions of Sale/Supply will be applicable only if approved in writing by Automation Plus S.r.l. in a document with a specific date prior to completion of the Order.
3. Content of the Order and nature of the consultancy provided by Automation Plus S.r.l.
The Order shall be deemed to have been duly fulfilled, by Automation Plus S.r.l., with the supply of goods identified in the Order by the Customer, according to the delivery methods set forth in section 6 of these General Conditions of Sale/Supply.
Any cancellation or modification of the Order must be authorised in advance by Automation Plus S.r.l. and must be in writing.
Should Automation Plus S.r.l., in the pre-contractual phase and therefore prior to completion of the Order, provide, upon specific request, an opinion of a technical nature relating to the subject matter of the Order, the aforesaid advice shall in no way be binding for Automation Plus S.r.l., shall not be a source of liability for damages to the Customer or third parties and shall not constitute grounds for termination of the Contract.
The Customer declares to hold Automation Plus S.r.l. harmless from any liability referred to or referable to the technical advice provided, and shall take no direct action of any kind for compensation for any damages suffered as a result of the advice received.
4. Prices and payments
The prices of the Supply are those expressly indicated in the Order Confirmation, or in any case resulting from a written agreement between the Parties..
Unless explicitly stated, they do not include services, charges, duties, taxes or commissions and, more generally, all tax and financial charges connected with the sale and export.
Automation Plus S.r.l. reserves the right to change the price of the Supply only if the cost of the goods and labour has changed considerably since the Order Confirmation; and in particular if Automation Plus S.r.l. is called upon to incur additional costs for the execution of the Supply, unforeseen at the time of the Order and resulting, for example, from legislative changes or elements beyond the control of Automation Plus S.r.l.
Payment shall be made according to the terms (to be considered binding) and methods indicated in writing in the Order Confirmation and/or invoice. If agreed payment terms are by cheque, bill of exchange or bank receipt, payment shall be deemed to have been made only when it has been confirmed.
In the event of deferred payment or payment in instalments, approved in writing by Automation Plus S.r.l. and also proposed in the same form by the Customer with signature at the foot of the request/proposal, the failure or delay in payment of even a single instalment shall entitle Automation Plus S.r.l. to declare that acceleration has occurred pursuant to Article 1186 of the (Italian) Civil Code, allowing it to demand immediate payment of the entire amount, without prejudice to the right to compensation for further damages.
In the event of late payment by the Customer, the provisions of (Italian) Legislative Decree no. 231/2002, and subsequent amendments and additions, shall apply. Interest on late payment at the rate provided for by law shall commence on the day following the due date of payment without the need for Automation Plus S.r.l. to serve a formal notice of default, and shall be due until the date of actual payment, without prejudice to the right to be compensated for any further damages resulting from the delay or failure to pay.
In cases of default, or where the conditions provided for in Articles 1460 and 1461 of the (Italian) Civil Code apply, Automation Plus S.r.l. reserves the right to take appropriate action (including precautionary measures) to protect its credit, including the suspension of supplies, deliveries and payments.
The abovementioned action may also be taken by Automation Plus S.r.l. in the case of protests, enforcement procedures against the Customer, administrative receivership proceedings, arrangement with creditors or closure of the business.
5. Reservation of title
All sales are in any case subject to reservation of title.
Ownership of the goods supplied remains with Automation Plus S.r.l. until full payment of the price – plus any taxes and duties that may be due as a result of the supply – pursuant to Article 1523 et seq. of the (Italian) Civil Code. It is the purchaser’s responsibility to inform third parties, who may enter into any relationship with the goods supplied, of the existence of the reservation of title.
In the event of termination of the Contract, pursuant to Article 1526 of the (Italian) Civil Code, Automation Plus S.r.l. shall have the right to request the immediate return of the goods at the Customer’s expense and/or to collect them from the purchaser, who in turn will lose the right to acquire ownership. The aforementioned right of Automation Plus S.r.l. remains even if the goods delivered have already been installed by the defaulting Customer and therefore also if they are already in operation on the system.
In the case referred to in the previous paragraph, any instalments or advances already paid by the defaulting purchaser will remain acquired by Automation Plus S.r.l., which is therefore exempted from reimbursement obligation, by way of indemnity.
6. Terms of delivery
The delivery terms in the Orders are indicative and therefore have no legal and/or binding value. In connection with this, Automation Plus S.r.l. reserves the right to bring forward delivery dates if it is in a position to do so and deems it appropriate.
If the Parties intend to establish the delivery date as binding, thus giving it legal and/or binding value, they must agree and approve it in writing by separate document with respect to these General Conditions of Sale/Supply.
In the absence of the written agreement referred to in the previous paragraph, any delay in delivery will not give rise to any right – on the part of the Customer – to request termination and/or modification of the Contract, or to claim any compensation for damages or payment of sums as a penalty.
If the Parties agree in writing that the delivery date is binding, this term starts from the date of the Order Confirmation from Automation Plus S.r.l. and shall be binding only if all technical and commercial details related to the Order have been fully clarified at that time.
The binding delivery date is considered as adhered to by Automation Plus S.r.l. from the time the goods have been delivered to the carrier and leave the Automation Plus S.r.l. premises, or from the time the Customer is informed of the availability of the goods ordered for collection or shipment, or when the Customer collects the goods ordered in person.
If the Order received and confirmed by Automation Plus S.r.l. provides for the supply of more than one item, in the absence of an explicit written agreement, execution will be carried out according to the order that Automation Plus S.r.l. considers logistically most appropriate and cannot be the subject of any dispute.
Any penalties for late delivery must be expressly established in writing by the Parties. If Automation Plus S.r.l., in the event of delay in performance in the light of the written agreement concerning the binding nature of the delivery date, is required to pay a sum as a penalty, the same – pursuant to and for the purposes of Article 1382 of the Italian Civil Code – shall be considered as the only remedy available to the other Party, with the express exclusion of any claim for compensation for further damages. The amount by way of penalty can never exceed a percentage of the value of the Contract and will be agreed with the Customer from time to time.
In the absence of an agreement between the Parties on the percentage of the Contract value due as a penalty in the event of late delivery, no penalty sum shall be due from Automation Plus S.r.l. No penalty sum shall be due if the delay is caused by force majeure or is beyond the control of Automation Plus S.r.l.
The Customer expressly waives the right to offset any amounts owed by way of penalty with other sums due.
Automation Plus S.r.l. includes transportation of the goods in the Supply using carrier partners. The conditions applicable to the delivery of the Supply are those of the carrier.
Therefore, the transport costs – unless otherwise agreed – are at the Customer’s expense, pursuant to Article 1510 of the (Italian) Civil Code and the Supply will consequently be delivered Ex Works.
The risks connected to delivery and transportation are at the Customer’s expense. Delivery takes place according to the procedures and times referred to above.
From the moment the delivery is finalised, the Customer assumes the risks related to the Supply.
8. Nature and use of goods sold
The products sold/supplied by Automation Plus S.r.l. shall be used only and exclusively for the purposes indicated by the respective individual producers. The purchaser must therefore comply with the specifications of the products purchased, outlined by the manufacturer or the supplier.
In particular, the Customer undertakes not to use the goods sold, in any