Mesa di Sala Giacomo & C. S.n.c is a company constituted under the Italian law in 1975.
Mesa manufactures dental and industrial alloys.
1.1 These general conditions are applicable together with the special conditions eventually indicated in the sale contract. In case of contradiction the special conditions will prevail.
1.2 This contract of sales is governed by the United Nations Convention on the International Sales of Goods and, with respect to questions not covered by such Convention by the laws of Italy.
1.3 Any reference made to trade terms (such as EXW, CIP, etc.) is deemed to be made to Incoterms published by the International Chamber of Commerce and current at the date of conclusion of this contract.
2.Characteristics of the products – Modifications
2.1 Any information or data relating to technical features and/or specifications of the products contained in dépliants, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the contract.
2.2 The Seller may make any change to the products which, without altering their essential features, appear to be necessary or suitable.
3.Formation of the contract
3.1 The Buyer’s orders shall become binding upon receipt of Seller’s written order confirmation (sent also by e-mail).
3.2 The contract may be modified by the Buyer, only if these additions and modifications are countersigned in written by the Seller.
4.Time of delivery
4.1 The terms of delivery are established approximate in favour of the Seller and in any case, with a reasonable margin of tolerance.
The Seller should send the Buyer within 7 working days from the date of delivery of “dental alloys” some of following documents:
• declaration of conformity to the order;
• packing list;
• instruction manual and labels;
• declaration of origin;
• declaration of KC (known consignor).
The Seller should send the Buyer within 7 working days form the date of delivery of “mechanical and industrial products” some of the following documents:
• chemical analysis;
• declaration of conformity to the order;
• visual-dimensional certificate;
• declaration of normal or fluorescent penetrating liquids;
• mechanical tests.
If the Seller expects that he will be unable to deliver the products at the date agreed for delivery, he must inform the Buyer within the shortest delay, in writing, of such occurrence, stating, as far as possible, the estimated date of delivery.
4.2 Any delay caused by force majeure (as defined in art. 12) or by acts or omissions of the Buyer (e.g. the lack of indication which are necessary for the supply of the products), shall not be considered as a delay for which the Seller is responsible.
4.3 In case of delay in delivery for which the Seller is responsible, the Buyer may request, after having summoned in writing the Seller, a compensation for the damages actually suffered, within the maximum amount of 0,5% of the price of the products the delivery of which has been delayed, for each week of delay starting from the twentieth day after the agreed delivery date; this penalty shall not exceed the 5% of the abovementioned value.
It is agreed that the Buyer will be entitled to terminate the contract with reference to the products the delivery of which is delayed, only when it is reached the penalty of 5% of the price of the products the delivery of which has been delayed and by giving a 10 days’ notice, to be communicated in writing (also by telefax), to the Seller.
4.4 Except in case of fraud or gross negligence, the payment of the amounts indicated in art. 4.3 excludes any further compensation for damages arising out of non-delivery or delayed delivery of the products.
5.Delivery and shipment – Complaints
5.1 Except as otherwise agreed, the supply of the goods will be Ex Works.
5.2 In any case, whatever the delivery term agreed between the parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier.
5.3 Any complaints relating to packing, quantity, number or exterior features of the products (apparent defects), must be notified to the Seller, by registered letter with return receipt, within 8 days from receipt of the products; failing such notification the purchaser’s right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Seller, by registered letter with return receipt, within 8 days from discovery of the defects and in any case not later than 12 months from the delivery; failing such notification the purchaser’s right to claim the above defects will be forfeited.
5.4 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the products as well as payment of any other supplies.
Unless otherwise agreed, prices are to be considered Ex Works, for products packed according to the usages of the trade with respect to the agreed transport means. It is agreed that any other cost or charge shall be for the account of the Buyer.
7.1 If the parties have not specified the payment conditions, payment must be made as indicated under art. 7.3 hereunder.
7.2 If the parties have agreed on payment on open account, payment must be made, unless specified otherwise, within 30 days from the date of invoice, by bank transfer. Payment is deemed to be made when the respective sum is at the Seller’s disposal at its bank in Italy. If it is agreed that payment must be backed by a bank guarantee, the Buyer must put at the Seller’s disposal, at least 30 days before the date of delivery, a first demand bank guarantee, issued in accordance with the ICC Uniform Rules for Demand Guarantees by a primary Italian bank and payable against on simple declaration by the Seller that he has not received payment within the agreed term.
7.3 If the parties have agreed on payment in advance, without further indication, it will be assumed that such advance payment refers to the full price. Unless otherwise agreed, the advance payment must be credited to the Seller’s account at least 30 days before the agreed date of delivery.
7.4 If the parties have agreed on payment by documentary credit, the Buyer must, unless otherwise agreed, take the necessary steps in order to have an irrevocable documentary credit, to be issued in accordance with the ICC Uniform Customs and Practise for Documentary Credits (Publication no. 600), notified to the Seller at least 30 days before the agreed date of delivery. Unless otherwise agreed, the documentary credit shall be confirmed by an Italian bank agreeable to the Seller and will be payable for sight.
7.5 If the parties have agreed on payment against documents (documentary collection) payment will be, unless otherwise agreed, Documents Against Payment.
7.6 Unless otherwise agreed, any expenses or bank commissions due with respect to the payment shall be for the Buyer’s account.
7.7 In case of delay in payment with respect to the agreed delivery date, the Buyer shall pay to the Seller interest equal to the discount rate of the country of the Seller, increased by eight points, starting from the date on which payment was due.
8.Warranty for defects
8.1 The Seller undertakes to remedy any defects, lack of quality or non-conformity of the products for which he is liable, occurring within twelve months from delivery of the products, provided such defects have been timely notified in accordance with art. 5.3. The Seller will have the choice between repairing or replacing the products which have shown defective. The products repaired or replaced under the warranty will be submitted to the same guarantee for a period of six months starting from the date of repair or replacement.
8.2 The Seller does not warrant that the products conform to special specifications or technical features or that they are suitable for particular usages except to the extent such characteristics have been expressly agreed upon in the contract or in documents referred to for that purpose in the contract.
8.3 Except in case of fraud or gross negligence of the Seller, the compensation of damages in favour of the Buyer shall not exceed the value of the price of the sold products.
8.4 It is agreed that the above mentioned guarantee is in lieu of any other legal guarantee or liability with the exclusion of any other Seller’s liability (whether contractual or non-contractual) which may anyhow arise out of or in relation with the products supplied; in particular, the Buyer shall not be entitled to further compensation of damages, reduction of the price and termination of the contract. Once the time of the warranty had expired, the Buyer looses its right of claim towards the Seller.
9.Responsibility of the producer
The Seller undertakes the obligation to deliver products in compliance to the existing law in Italy. The Buyer shall verify that the products are in compliance with the country of destination and shall inform immediately, before the dispatching of the products, the Seller of the possible modifications; in this case the Seller shall be free to reject the order and charge the major cost.
10.Retention of title
It is agreed that the products delivered remain the Seller’s property until complete payment is received by the manufacturer.
11.Confidentiality and copyright
The Buyer shall keep the information provided to it by the Seller, such as drawing, documents, know-how, samples, patterns, models, data media, etc., confidential and not make the same available to third parties without the prior written consent of the Seller, nor use the same for purposes other than those determined by the Seller. The Seller shall retain ownership and all other rights (e.g. copyrights) on the information provided.
12.1 Either party shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy black-outs, delay in delivery of components or raw materials.
12.2 The party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such force majeure circumstances.
12.3 Should the suspension due to force majeure last more than six weeks, either party shall have the right to terminate the contract by a 10 days’ written notice to the counterpart.
The competent law courts of the place where the Seller has his registered office shall have exclusive jurisdiction in any action arising out of or in connection with this contract.