General conditions of Sale
Below are the general conditions of sale of Giuseppe & F.lli Bonaiti s.r.l. a socio unico.
1. General dispositions
1.1 – Except as otherwise provided in any particular conditions of sale expressly agreed between Giuseppe and F.lli Bonaiti srl a socio unico and its customer (hereinafter, the latter referred to as the “Buyer” and collectively the “Parties”), the following general conditions of sale (hereinafter the “General Conditions”) will govern the purchase and sale of the materials produced / processed by Giuseppe and F.lli Bonaiti srl a socio unico (hereinafter “Bonaiti” or “Seller”) (hereinafter the “Materials”).
1.2 – All contracts for the sale of Materials (hereinafter the “Sale”/s “Sales”) concluded in Italy and abroad between the Seller and its customers are governed by these General Conditions.
1.3 – The General Conditions applicable to each Sale are those included in the Bonaiti Offer. The General Conditions are also published on the Bonaiti website.
2. Ancillary documents and conclusion of the sales contract
2.1 – Documents and other items ancillary to the Sale such as, by way of example, samples, photos, drawings, have a purely indicative value, unless it is expressly indicated by the Seller that such elements must be considered binding.
2.2 – The Sales contract is considered concluded upon receipt by the Buyer of the Order Confirmation issued by Bonaiti including the Offer, the details of the Materials ordered, these General Conditions and any particular conditions of Sale referred to to the Offer, duly signed and initialed (hereinafter the Stipulation of Sale). In the absence of an Order Confirmation, the Sales contract will be considered stipulated if and when the Seller, after receiving the Buyer’s Order, complete with what is specified above, delivers the ordered Materials.
The Buyer’s Order, complete with what is specified above, will be sent by the Buyer via email no later than 15 (fifteen) days from the date of issue of Bonaiti’s Offer with the original subsequently delivered by post or courier.
Seller expressly reserves the right not to accept or execute an Order from Buyer if such Order does not correspond to the Quotation or if the Order is not complete as indicated above, or if such Order and all related documents are not been sent to the Seller duly signed and/or was received by the Seller after the aforementioned deadline of 15 (fifteen) days.
In the case of a continuous customer, the latter will send these signed General Conditions to Bonaiti with his first Order and the same General Conditions will apply to all subsequent Orders issued by that customer in that calendar year.
2.3 – Any changes proposed by the Buyer after the Stipulation of the Sale will not be binding for Bonaiti unless express written acceptance of the same by Bonaiti.
2.4 – If a payment is expected at the Stipulation of the Sale, the contract will be considered effective and binding for Bonaiti only on the condition that such payment has been made in full and promptly.
3.1 – In the absence of a specific different written agreement between the Parties, the delivery of the Materials will take place at the Seller’s establishment, in the meaning attributed to this term by the text of the Incoterms published by the International Chamber of Commerce of Paris (ICC) in force on the date of Stipulation of the Sale.
3.2 – In the absence of a specific different written agreement between the Parties, the delivery terms of the Sale are indicative and not binding for Bonaiti; However, Bonaiti will do its best to respect the agreed delivery terms.
3.3 – Without prejudice to the above, the delivery deadline will be considered respected when the Seller communicates to the Buyer that the Materials are ready for loading at the Seller. The carrier appointed by the Buyer will collect the Materials no later than 5 days after the communication of Materials ready for loading, unless otherwise agreed between the parties; the Buyer will be responsible for any costs and damages that any delays in the collection of the Materials may cause to the Seller.
3.4 – The delivery terms will start on condition that the Buyer, at his own expense, has provided the Seller with all the information, articles and details necessary for the fulfillment of the Order, such as technical details, samples and molds for the manufacturing of materials for any particular test agreed between the Parties and to be carried out at Bonaiti on the Materials.
3.5 – Delivery terms will start on condition that the Buyer has fulfilled his payment obligations to the extent and within the agreed terms.
3.6 – The Seller will do everything possible to observe the agreed delivery terms; without prejudice to the mandatory limits established by applicable law, any delays in delivery will not give the Buyer the right to request termination of the Sales contract or compensation for damages of any kind. Any subsequent modification of the delivery date requested by the Buyer will have no value unless it has been accepted by the Seller in writing.
3.7 – Without prejudice to the provisions of Art. 3.2, the delivery terms will automatically be considered proportionally extended in the following cases:
(a) insufficiency, inaccuracy or delays on the part of the Buyer in the transmission of the information necessary for the execution of the Sale, including any test items necessary to carry out any tests on the Materials;
(b) force majeure, or, by way of example, lack or insufficiency of motive energy, strikes – general or partial -, riots, wars and any other event not dependent on the Seller, even if occurring at its suppliers, without prejudice to the right of Seller to terminate the contract by giving written notice to the Buyer;
(c) failure of the Buyer to comply with the established payment conditions, without prejudice to the Seller’s right to terminate the Sales contract pursuant to Art. 7.
4. Transfer of ownership and passing of risk
4.1 – The transfer of ownership of the Materials to the Buyer will take place at the moment of the transfer of risk as determined on the basis of the applicable Incoterms, provided that the payments due on that date, even for different Orders, have been made by the Buyer.
5. Price and payment terms
5.1 – The purchase price of the Materials (hereinafter the “Price”) is intended net of VAT, FCA establishment of the Seller, unless otherwise expressly agreed in writing between the Parties; the Seller has the right to review prices if the Buyer, after issuing the Order Confirmation, requests technical modifications or changes to the agreed contractual conditions, including a postponement of delivery.
5.2 – Payment of the Price will be made by the Buyer as specifically agreed in writing between the parties.
5.3 – The Buyer may not suspend payments for any reason and expressly agrees that he will be entitled to propose any exceptions or disputes only after having duly fulfilled his payment obligations.
5.4 – Any delay in payments may result in the charging of late payment interest at the rate established by Italian law regarding late payments in commercial transactions, increased by 2 (two) percentage points; it will also determine, in the case of payment in installments, the Buyer’s forfeiture of the benefit of the term, so that all sums owed by the Buyer, even relating to different Orders, will become, upon written request of the Seller, immediately due. Failure to pay any sum due by the Buyer before delivery will give the Seller the right to suspend and/or cancel any supply, even relating to different Orders, without prejudice to the other remedies provided by the contract and by law.
6. Costs and additional charges
6.1 – Except as otherwise provided in these General Conditions or in a different express written agreement between the Parties, any and all taxes, duties, costs of special transport and insurance tests relating to the Materials, as well as, in general, any other costs and charges, present or future, incidental to the Sale, will be borne by the Buyer
7. Warranty, liability and limitations
7.1 – The Seller guarantees that before delivery the Materials have been tested, subjected to quality control and measured according to procedures compliant with the UNI EN ISO 9001:2015 standards adopted by the Seller, as certified by the relevant authorities, and that the Materials are suitable in based on these tests. Any specific additional testing requested by the Buyer must be expressly agreed upon by the Seller; the related costs will be borne by the Buyer, unless otherwise agreed in writing.
7.2 – As regards the width and thickness measurements, unless specific different tolerances are agreed between the Parties in the Sales contract or in another written agreement, the UNI-En 10017 UNI-En 10108 tolerances will apply between the Parties; as regards the weight of the Materials, a tolerance of +/-20% of the weight relating to each order position will be applied, meaning each type/size of Material included in the Order.
7.3 – The tests and quality control carried out by the Seller on the Materials pursuant to art. 7.1 consist of the tensile test (UNI EN ISO 6892-1);
The Seller may adopt such new testing and quality control practices as it deems reasonably necessary from time to time for the purpose of constant improvement and efficiency.
7.4 – The Seller will maintain the traceability of the Materials processed and sold through: 1) the archiving of the Worksheets for a period of 10 years and 2) the archiving of the test tubes tested for each Worksheet for the period of 1 year, in accordance with applicable standards.
7.5 – The Seller will extract, test (and retain for the period of time provided for in Article 7.4) samples of the Materials relating to each Material Worksheet manufactured and sold to the Buyer and, provided that the results of the sample tests comply with the applicable UNI EN ISO standard, will deliver to the buyer the certification that this lot meets the agreed technical specifications and is free from defects. In case of use for the production of systems other than those used for the initial sampling, the Seller declares to have a process in place that guarantees compliance with the agreed technical specifications in any case; in this case the need for product resampling is excluded.
7.6 – What is certified pursuant to art. 7.5 will constitute the Seller’s guarantee and will be valid for 6 (six) months from the date of delivery.
7.7 – Obvious non-conformities to the agreed specifications or obvious defects in the Materials (including, by way of example, any nicks, scratches, scratches, oxidation and, in general, any defect in the surface appearance of the Material) or the related packaging must be communicated by the ‘Buyer to the Seller at the time of unloading and in any case no later than 15 (fifteen) calendar days from the date of delivery; hidden non-compliance with specifications or hidden defects must be communicated by the Buyer to the Seller within 150 (one hundred and fifty) calendar days from the date of delivery.
7.8 – Failure to communicate non-conformities and defects within the terms set out in Art. 7.7 will constitute a waiver by the Buyer of any warranty rights in relation to the Materials in question.
7.9 – After timely notification of non-conformity or defect pursuant to Art. 7.7 the Parties will consult in order to explain and resolve the problem. The Buyer undertakes to collaborate with the Seller to facilitate the carrying out of any activity relating to the identification of the defect and its causes.
7.10 – If after a good faith attempt by the Parties in this sense, said consultations do not lead to resolving the problem within 90 (ninety) calendar days from communication of the non-conformity/defect, the problem will be referred to a reliable independent laboratory reputation designated by the Seller and acceptable to the Buyer (acceptance of which however cannot be unreasonably denied and which will be given within the following 10 (ten) calendar days). The Buyer’s failure to respond will be equivalent to acceptance of the referral to that laboratory.
7.11 – If the Buyer objects to said laboratory within the aforementioned deadline and the Parties are unable to reach an agreement within the following 10 (ten) calendar days, the provision relating to the resolution of disputes referred to in art. 9.2 will apply.
7.12 – The independent laboratory will examine significant samples of the Materials in question supplied by the Buyer and the samples retained by the Seller relating to the lots included in the delivery in question; the result determined by the laboratory will be binding on the Parties for the purposes of this Article. Il laboratorio indipendente nella sua analisi applicherà i medesimi test previsti dall’Art. 7.1 tenendo in considerazione le tolleranze previste dall’Art. 7.2.
7.13 – The cost of the independent laboratory will be borne (i) by the Buyer if the Materials are found to be compliant or (ii) by the Seller if the Materials are found to be non-compliant.
7.14 – Any Material that the Buyer deems not compliant with specifications or defective will be kept unused pending the result of laboratory analyses.
7.15 – Materials found to be non-compliant or defective, by agreement of the Parties or by indication of the laboratory, will be returned to the Seller or disposed of by the Buyer at the Seller’s expense. The Seller may opt for return or disposal at its sole discretion.
7.16 – The Seller undertakes to replace the defective/non-compliant Materials with new Materials, at its own expense, as quickly as possible or, at the Seller’s option, to refund the price of the Material.
7.17 – The Seller’s warranty does not apply if the defect is attributable to the Buyer or third parties. In particular, the Seller will not be responsible in relation to normal wear and tear, improper treatment of the Materials during transport, their improper use, failure to comply with the instructions for use/processing, incorrect installation by the Buyer or third parties, to unsuitable storage; the Seller’s guarantee is also conditional on the Buyer’s fulfillment of all the obligations set out in the contract for him.
7.18 – The remedy provided for by Art. 7.16 is the only one provided by the Seller. Any other right of the Buyer is expressly excluded and waived, including the right to compensation for any damage (including, but not limited to, costs and loss of earnings, as a result of the use or non-use of the Materials, damages claimed by third parties) or to the termination of the contract, within the mandatory limits of the law.
7.18 bis – If, following the identification of the defect in the Material and its cause, it emerges that the defect does not exist or that it is not due to the Seller, all costs incurred by the Seller for the execution of the aforementioned activities (including costs relating to transport and tests to identify defects and causes) will be borne by the Buyer.
7.18 bis – If, following the identification of the defect in the Material and its cause, it emerges that the defect does not exist or that it is not due to the Seller, all costs incurred by the Seller for the execution of the aforementioned activities ( including costs relating to transport and tests to identify defects and causes) will be borne by the Buyer.
7.20 – Under no circumstances can Bonaiti be liable towards the Buyer in the absence of gross negligence or willful misconduct.
7.21 – Without prejudice to the provisions of Art. 7.8, under no circumstances will Bonaiti be liable to the Buyer for an amount of damages of any kind that overall exceeds the total amount actually paid by the Buyer to the Seller as the price of the Materials subject to dispute.
7.22 – Under no circumstances can Bonaiti be liable in connection with the further processing, application, treatment and in general any use of the Materials supplied to the Buyer, it being the latter’s responsibility to ensure the suitability of the Materials purchased for such processing further, application, treatment and in general to any use of the Materials, holding Bonaiti harmless from any claims, including those of third parties, and damage in this regard.
8. Seller's right to terminate the contract
8.1 – The Seller will have the right to immediately terminate any Sales contract if:
(i) The Buyer fails to fulfill its payment obligations;
(ii) the Buyer’s solvency is uncertain; (iii) the Seller is unable to proceed with the delivery due to causes independent of the latter such as, by way of example but not limited to, government measures, strikes, occupations of companies, fires, explosions and/or lack of availability of raw materials and means of transport.
9. Governing law and competent court
9.1 – These General Conditions and the Sales to which they apply are governed exclusively by Italian law, excluding any reference to conflict of law rules or international conventions.
9.2 – Unless otherwise agreed in writing between the Parties, any dispute that may arise in connection with these General Conditions and/or with the Sales will be the exclusive jurisdiction of the Judicial Authority of Milan (Italy), without prejudice to the Seller’s right to appeal, at its discretion, the Judicial Authority of the place where the Buyer has his domicile, for any action that the Seller decides to take against the Buyer.