1. Object
    1. These general terms and conditions of sale are applicable, whatever the nationality of the counterparty, to all documents exchanged (including, by way of example, commercial offers, orders, sales confirmations, etc.) and to all contractual and commercial relations established with Soc. Metallurgica Minotti di Fraccaroli Fausto e c. s.a.s. («Metalminotti«), unless otherwise specified by Metalminotti.
    2. The applicability of any general and special conditions laid down by the purchasing party (the «Customer«), even if they are contained in the documentation sent by it (and possibly referred to by reference in Metalminotti’s documentation) is expressly excluded, irrespective of the time at which they are formulated, made known to the public or forwarded to Metalminotti.
    3. Any provision contained in the Customer’s documentation that modifies these general conditions of sale will be considered null and void, ineffective and/or unenforceable, unless expressly agreed in writing with Metalminotti. Reference to the Customer’s order, drawings, specifications and/or other documents is for identification purposes only.
    4. These general terms and conditions of sale have been made available to the public on the website https://www.metalminotti.it/en/general-terms-and-conditions-of-sale/ and referred to with specific reference to their location in the commercial offer and/or sales confirmation and/or invoice prepared by Metalminotti, to enable the Customer to read and understand them.
  2. Orders
    1. The offer request sent by the Customer to Metalminotti must include all documentation (e.g., drawings, models, technical specifications, etc.) necessary for the execution of the order and, in addition, any further documentation Metalminotti deems useful from time to time in order to evaluate the request and formulate its offer and execute the order on the basis of the «sales confirmation» prepared by Metalminotti (and its own commercial offer). If the Customer has not provided all the documentation and information useful and/or necessary for the execution of the order, Metalminotti declines all responsibility and guarantees, and no charge or request can be made to it.
    2. Metalminotti’s commercial offers, until accepted, are not final and can be changed by Metalminotti at any time, even if they have a period of validity.
    3. All terms indicated by Metalminotti are to be considered purely indicative, unless expressly qualified in writing by Metalminotti as peremptory and binding.
    4. No change to a commercial offer made by the Customer will be valid unless expressly accepted in writing by Metalminotti in the «sales confirmation» document. No order sent directly to Metalminotti, even through Metalminotti’s agents or intermediaries, will be considered accepted unless it is expressly confirmed in writing by Metalminotti in the «sales confirmation» document. The confirmation can also be partial. The confirmation of receipt of an order is not considered acceptance of the same.
    5. The Customer, once he has received written confirmation of the order from Metalminotti, will not have the right to cancel it under any circumstances.
  3. Delivery Terms
    1. The agreed delivery terms are non-binding. Any delay will not give rise, on the part of the Customer, to the cancellation of the purchase order nor to a claim for compensation for damages, expenses, costs or interest, nor to the application of penalties by Metalminotti, nor to the reimbursement of any down payments made. In any case, the indicative delivery terms will commence after the order has been expressly accepted by Metalminotti through the issuance of the «sales confirmation» document, provided that Metalminotti has received (in a complete and satisfactory manner at Metalminotti’s sole discretion) all of the documentation referred to in Article 2 above and any additional documentation requested and, in any case in which advance or staggered payment is required, after payment has been made by the Customer. In the event of an agreed change to the order (cf. Art. 2.4), testing requested by the Customer, maintenance, non-payment by the Customer or suspension of the order, the delivery terms, if already in effect, shall be considered interrupted and the execution of the order shall be rescheduled with timing that may be different (and even longer) than initially assumed. Regardless of the specific INCOTERM referred to in the Customer’s documentation, the delivery terms are considered to have been met at EX WORKS’ production time (unless a different INCOTERM is expressly provided for in Metalminotti’s «sales confirmation»).
    2. In any case, and therefore also in the case of delay with respect to the delivery term expressly qualified by Metalminotti in writing as peremptory and peremptory, no penalty, indemnity, reimbursement or compensation will be due to the Customer. The Customer also in the case of delay (for all or part of the order), as provided for in Article 2.5 above, may not in any case cancel the order placed.
  4. Price and terms of payment
    1. With the exception of the provisions of art. 5.1, the price of the products is that indicated in the commercial offer or in the acceptance of the order in the «sales confirmation» document (or similar) sent by Metalminotti. In the event of an increase in the cost of raw materials or production factors, Metalminotti may proceed, at its discretion, to modify the price of the products. Taxes, as well as any other charges, including Value Added Tax (VAT), shipping costs and customs fees, will be borne by the Customer.
    2. Unless otherwise indicated in writing by Metalminotti, payment of invoices for orders must be made immediately upon receipt of the request by Metalminotti and therefore before the notice of ready goods is sent. Metalminotti reserves the right, in the event that, at its discretion, it deems there is a deterioration in the Customer’s financial or asset situation, to request advance payment of the products (regardless of any different terms or payment extensions previously agreed upon). It is the Customer’s responsibility to verify with Metalminotti the correctness of the IBAN on which to make the payment. In the case of payment by the Customer, for whatever reason, to an incorrect account, the Customer will be obliged to make the payment in favour of Metalminotti without being able in any way to complain to Metalminotti about the incorrect payment.
    3. Non-payment of any demand for payment is considered a fundamental breach of contract by the Customer and entitles Metalminotti (i) to add to the sales price the additional interest and storage charges from the notice of ready goods, (ii) to suspend ongoing orders and/or further deliveries and/or production, (iii) to require prepayment of the full amount owed by the Customer (regardless of any different terms or payment extensions previously agreed) and/or (iv) to consider, at its own discretion, immediately terminate the contract for breach of contract by the Customer.
    4. Interest for late payment shall be due automatically, without the need for a reminder or notice of default, from the day following the date of payment indicated in the invoice or stipulated in the contract, and without prejudice to compensation for the expenses incurred (including filing fees) and/or further damages suffered by Metalminotti due to the Customer’s failure to fulfil its obligations. The interest rate will be equal to the rate applicable pursuant to Legislative Decree 231/2002.
    5. The supply of the products object of each purchase order is carried out under reservation of title in favour of Metalminotti; therefore, the transfer of ownership of any delivered goods will only take place after full payment to Metalminotti of the price owed by the Customer (possibly increased by expenses and interest) and, without limiting its rights and faculties, Metalminotti will have the right to take back the delivered products. The Customer must take care of the products and avoid any damage to them (even during transport) or their loss.
  5. Weights and dimensions
    1. In the event that the products object of the purchase order are sold by weight and/or size, only the actual weight and/or size (as measured by Metalminotti) will be authentic. The weights and/or dimensions stated in the commercial offer, purchase order, sales confirmation, or other exchanged documentation are purely indicative, and the actual weights and dimensions found by Metalminotti will be the subject of invoicing (and therefore of payment request). In no case can the Customer contest that Metalminotti has supplied products with weights and/or dimensions different from those foreseen.
  6. Testing
    1. The test, if requested by the Customer, must be carried out, at the Customer’s expense (also with reference to any increase in costs as a result of changes in the testing procedures), at Metalminotti’s premises (or at another place identified by Metalminotti) prior to delivery of the goods, whether this test is carried out by a representative authorised by Metalminotti or by an expert not employed by Metalminotti. 3 days after Metalminotti’s notice of ready goods has been sent to the Customer without the test having been requested, Metalminotti will consider that the Customer has tacitly waived the test.
  7. Delivery, risk transfer and defects
    1. Metalminotti informs the Customer of the date for delivery to make it possible to collect the goods.
    2. Unless otherwise expressly agreed by Metalminotti, goods are delivered «ex works» at [] in accordance with Incoterms so that all risks are transferred to the Customer at the latest from the date of notice that the goods are ready.
    3. In the event of visible, obvious or easily recognisable defects, the Customer shall immediately inform Metalminotti in writing upon delivery of the goods.
    4. Should Metalminotti agree to regulate the transfer of risks using rules other than the INCOTERM «ex works/ex works», in the event that the carrier delivers the material in damaged packaging, the Customer must affix the «reserve» on the delivery note and on the additional documentation prepared by the carrier, which will automatically place any responsibility on the carrier. Even in the case of failure to affix the «reserve», Metalminotti will not be liable in any case for problems or damage to the goods occurring from the moment the goods are taken over by the carrier. Without prejudice to the shorter terms previously provided for, the Customer undertakes to examine the goods within 10 days from the delivery of the same and to inform Metalminotti, under penalty of forfeiture, within the same term of 10 days from the delivery of the goods, in the event that it discovers latent or hidden defects.
    5. Any complaints must be presented by the Customer within 10 days from the delivery of the goods. The Customer must follow Metalminotti’s instructions also, but not exclusively, with regard to the return of goods that he or she considers non-conforming in order to allow Metalminotti to verify the actual non-conformity and, if applicable, activate the warranty set forth in Article 8 below.
    6. Metalminotti will acknowledge the Customer’s complaint as quickly as reasonably possible (taking into account, of course, any periods of company closure and/or holidays).
  8. Warranty
    1. The warranty provided by Metalminotti, provided (i) that the Customer has provided all documentation and information useful and/or necessary for the execution of the order (otherwise no warranty and/or liability can be asserted against Metalminotti) and (ii) that the defects are reported within the terms and in the manner set forth in Article 7 above, in relation to any material defect, defect and/or error, consists solely of the replacement or repair (or other solution decided by Metalminotti in the specific case), according to Metalminotti’s discretion of the defective goods. Without prejudice to the foregoing, it is understood that in the case of partial deliveries as well as in the case of full deliveries, in the event that the non-conformity relates only to part of the order, the Customer will be obliged to accept the conforming products without being able to oppose anything to Metalminotti and to proceed to settle the invoices issued by Metalminotti.
    2. Any technical advice or consultancy that may be provided by Metalminotti, before, during or after the production and/or use of the goods, before, during or after the definition of the order and the type of product to be supplied, either verbally or in writing, is provided without any guarantee or commitment on the part of Metalminotti. It will be the responsibility of the Customer who, inter alia, knows the use and/or destination of the product ordered to assess, under his own responsibility and if necessary with the help of his own consultants, the consistency or otherwise of what Metalminotti may suggest, without any liability on the part of the latter.
    3. The processing, transformation, bad preservation, neglect and use (including, without limitation, the performance of specific treatments, including thermal treatments, and/or manipulation also in an attempt to carry out repairs) of the goods and/or products are carried out solely at the risk of the Customer and, following such processing, processing, mishandling, neglect or use, the Customer, irrespective of the expiry or non-expiry of the periods referred to in Article 7 above, will forfeit (and in any event will no longer have) the right to claim (and, if he has already exercised this right, the relevant claims will lapse) any non-conformities or defects in the goods and/or products or costs or liabilities or charges. The Customer must independently assess the suitability of the goods for the purpose for which they are intended and the manner in which they are to be used.
    4. With the exception of the warranties provided herein and those provided by law, Metalminotti makes no representations or warranties, express or implied, with respect to the goods and/or products delivered and/or offered or any part thereof. Any further conditions, representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights, are expressly excluded.
  9. Limitation of liability
    1. To the maximum extent permitted by law and irrespective of the nature of the claim, Metalminotti’s liability is limited, at Metalminotti’s sole discretion, to the replacement or repair (or other solution decided by Metalminotti in the specific case) of the defective goods. Any other liability, including but not limited to loss of profit, possible penalties, reimbursement of costs and expenses, and/or direct or indirect damages, is expressly excluded.
    2. Any disputes shall not release the Customer from the obligation to pay the price of the goods and/or products delivered. Non-payment, delayed or incorrect payment shall be deemed a breach of contract. Under no circumstances shall the Customer be permitted any form of self-assessment of damages or compensation.
  10. Packaging, technical specifications and equipment
    1. The Customer assumes all responsibility for the safekeeping, use, possible disposal of the products and/or packaging, packaging in the case of shipment (also for the case of return of the goods pursuant to Article 7.3 above) and the consequences thereof.
    2. The technical specifications given on data sheets, sales brochures and certificates of analysis or agreed upon according to the Customer’s requirements are to be understood as typical average values. Such data, as well as the characteristics and properties of each individual product, do not imply for Metalminotti the assumption of any legally binding guarantee or warranty.
    3. The models and manufacturing equipment when made available to the Customer must mandatorily show markings, assembly and use references and must be supplied free of charge to the location specified by Metalminotti. The Customer is responsible for the conformity of the equipment supplied to Metalminotti with the drawings and technical specifications. However, Metalminotti reserves the right to verify said conformity and to invoice the Customer for the cost of such operations.
    4. The ownership of the equipment necessary or prodromal to the execution of the purchase order and the relative drawings (if made even partially by Metalminotti) belongs to Metalminotti; the expenses that Metalminotti incurs for the production or adaptation of the aforementioned equipment and/or drawings will be invoiced to the Customer.
    5. It is the sole responsibility of the Customer to ensure that no industrial property rights of third parties or other rights of third parties are infringed as a result of or in connection with the production of the ordered products. In the event of claims for infringement of industrial property rights, it will be the Customer’s responsibility to reach an agreement with the third party that allows the use of the intellectual property rights or to modify the technical specifications or design in such a way as to eliminate any infringement of intellectual property rights. It is understood that the Customer will hold Metalminotti harmless and indemnified from all charges, responsibilities, costs, expenses, losses and disbursements (including legal expenses and charges).
  11. Force majeure
    1. Events of force majeure («Events of Force Majeure«) are considered to be all those events and circumstances beyond Metalminotti’s control, including, but not limited to, war, mobilisation, riot, fire, natural disaster, flood, damage, breakdown or malfunctioning of machinery or interruption of (or delay in) work in the factory (including of suppliers or sub-suppliers), strike, power blackout, lack of availability or delivery of raw materials, restriction or blockage in means of transport, intervention of any kind by public authorities.
    2. Force Majeure Events that have the effect of preventing, reducing or delaying the production, delivery or any other performance of Metalminotti shall not entitle the Customer to compensation for any damage and, if not final, shall result in a postponement of delivery terms.
  12. General Provisions
    1. In the event that any provision of these General Terms and Conditions is declared invalid or ineffective, the remaining provisions shall continue to apply and remain valid. In such case, the Parties shall, to the extent possible, replace any invalid and/or ineffective provision in good faith with a valid provision or provisions that most closely approximate in legal and economic terms to the purpose and intent of the invalid and/or ineffective provision.
    2. The waiver of any right provided for in these general terms and conditions of sale will only be considered effective if it is in writing and signed by Metalminotti. Any waiver of a right provided for by these general conditions of sale is to be understood as referring exclusively to the individual order to which it refers and cannot be considered as a waiver of that right, or any other right, valid in the future. Any tolerance of conduct in violation of the provisions of these general terms and conditions of sale shall not constitute or be construed as a waiver of rights arising from the violated provisions or of the right to demand the exact fulfilment of all agreed terms and conditions.
    3. The Customer may not assign the contracts or any rights (including credit rights) or obligations arising from them or from Metalminotti’s supply in general to third parties without having obtained Metalminotti’s prior written consent.
    4. All non-public, confidential or proprietary information of Metalminotti, including, but not limited to, specifications, samples, models, designs, plans, drawings, documents, data, business operations, customer lists, prices, discounts or rebates, communicated by Metalminotti to the Customer orally or made accessible in written, electronic or other media, whether or not marked, designated or otherwise identified as «confidential» may not be disclosed, used or copied except with Metalminotti’s prior written permission. Upon Metalminotti’s request, the Customer shall promptly return all documents and other materials received by Metalminotti. Metalminotti shall be entitled to injunctive relief for any breach of this Section. This section does not apply to information: (a) that is in the public domain; or (b) that was lawfully obtained by the Customer on a non-confidential basis from a third party.
  13. Applicable law / Jurisdiction
    1. These general conditions of sale and any related contract shall be governed by Italian law, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.
    2. All disputes between the parties concerning the relationships governed by these general terms and conditions of sale, individual contracts, orders, sales confirmations and offers and any relationship and/or circumstance connected therewith or dependent thereon shall be subject to Italian jurisdiction and to the exclusive competence of the Court of Milan.
  14. Coercive execution
    1. In the event of breach of contract by the Customer, Metalminotti is expressly granted the right to proceed with compulsory execution (also, but not exclusively, pursuant to Article 1515 of the Civil Code).
  15. Acceptance of the General Terms and Conditions of Sale
    1. All the conditions set out therein (available on the website https://www.metalminotti.it/en/general-terms-and-conditions-of-sale/) are understood to be known and accepted without reservation by the Customer by sending the order, with the specific exclusion of any other general or particular condition set out by the Customer or even only referred to (unless expressly accepted in writing by Metalminotti).