GENERAL TERMS AND CONDITIONS OF SUPPLY BY NIKOLAUS BAGNARA SPA OF APPIANO (Bolzano) ITALY
1. Purchase orders
Purchase orders represent an ‘irrevocable proposal to buy’ and have a validity of 60 days. No purchase order shall be binding on NIKOLAUS BAGNARA SPA unless and until accepted in writing by it.
The delivery of the goods as ordered shall be tantamount to acceptance in writing of the purchase order.
Acceptance of a continuous flow of orders shall not entail the implicit acceptance of all future orders and shall not automatically entitle to future supplies.
We shall not accept terms and conditions of purchase that contrast with our own terms and conditions of supply and payment.
The delivery date indicates the date of consignment of the goods to the carrier and shall not be binding on seller, and seller accepts no liability for any damage or inconvenience incurred by buyer, as a result of delays in delivery, and no claims will be considered in connection therewith. The occurrence of force majeure events (power cuts, bad weather conditions, strikes, lock-outs, etc.) shall authorize us to cancel or suspend any supplies. Reductions by seller in the amount of goods ordered, and the consequences of any inefficiencies or force majeure events, shall not entitle buyer to terminate the contract.
The goods shall travel on account and at the risk of the customer, also in the case of goods delivered free of carriage. Seller accepts no liability for any damage, accidents or loss occurring during carriage, nor for the duration thereof: any claims with respect thereto shall be made against the carrier. Any packaging shall be billed at cost, except for returns. Once the loading period has been established, this must be complied with because, on its expiry, seller will be free to consider buyer in default and to sell the goods to third parties; seller accepts no liability for any damage and expenses incurred in connection with any delays of means of transport, compared to the date of loading agreed to. In the event of refusal of the goods by buyer, or buyer’s impossibility to receive the ordered or delivered goods, seller reserves the right to request compliance with or termination of the contract, and any further damages as a result thereof.
4. Retention of title
The goods shall remain the sole and absolute property of seller until they have been fully and accurately paid for, within the agreed deadline, also in the case of transformation, co-mingling or deposit with third parties. Sales to third parties by buyer shall also be subject to this retention of title clause. Any claims by buyer against third parties, as a result of the sale of the goods to them, shall automatically and contextually be transferred to seller as guarantee for the full payment of the goods. Buyer shall not be allowed to transfer the ownership of the goods sold, for any reason, as security for any obligations undertaken by it. Buyer undertakes to immediately inform seller if a third party makes any claims in connection with the goods sold.
The goods must be immediately inspected on arrival. Complaints must be made before handling the goods, in writing, and within eight days from receiving the single consignments. Filing a complaint shall not entitle buyer to refuse the supply, in whole or in part, or to unilaterally reduce the price or alter the terms of payment thereof. All complaints shall be handled jointly and, if found to be grounded, shall entitle buyer to a rebate amounting to the lowest value of the goods at our premises, in respect of the defects found. Normal fillings or cracks in the single materials shall not be considered defects. Seller accepts liability for any documented damage, up to no more than the net value of the goods supplied at shipment. Any complaints notified later than eight days from reception of the goods, or after the resale, processing or laying of the materials, shall not be considered. In no cases shall seller accept the return of or replace the goods, especially if the goods were made to measure or ordered on a sample basis, unless specifically agreed to.
Marble, porphyry and granite are natural products and, as such, are not uniform and consistent. Although we undertake to make every effort to ensure supplies that conform to the samples, as far as possible, the parties understand and accept that the latter shall not be binding for us and have the sole purpose of providing a general idea of the products.
All prices are ex-works and do not include VAT. The prices billed are those of the price list current at the date of billing. Any carriage, installation, freight, railway, etc. expenses incurred by us, in connection with the shipment, shall be refunded to us immediately. In the case of sales free of carriage, the carriage charges shall be paid by buyer to the carrier on delivery of the goods and the payment shall be considered an advance on the bill.
Payments shall be made within 30 days from the supply, by bank transfer and without discount, at the head office of NIKOLAUS BAGNARA SPA, in Appiano (Bolzano), unless otherwise agreed to on acceptance of the order. In the case of payment by cheque, buyer undertakes to pay any costs and interests charged to us by the bank. At the expiry of the payment deadline we shall be authorized to charge buyer default interest, in accordance with Italian Legislative Decree No. 231/2002.
Neither our agents, nor our collaborators, are authorized to collect any payments due to us, whether in cash or by cheque or other payment method, and to give receipts in our name and receive goods on our behalf, unless they have been specifically authorized to do so, in writing, and subject to prior notification to this effect, by telephone or fax. Delays or irregularities in payments, even if relating to previous business relations between the parties, shall entitle us to withdraw from the supply at any time.
9. Place of discharge of obligations
Both parties hereto shall be deemed to have discharged their obligations hereunder at seller’s premises in Appiano. In particular, seller’s obligations with respect to the delivery of the goods shall be discharged by means of a carrier.
United Nations Convention on Contracts for the International Sale of Goods (CISG), adopted in Vienna on 11.04.1980 and translated into Italian Law No. 765/1985 from 11.12.1985
The international sale of goods shall be governed by these general terms and conditions of contract and by the provisions of the above captioned UN Convention on Contracts for the International Sale of Goods.
Any disputes arising from matters relating to this contract shall be referred to and settled finally and conclusively by the Court of Bolzano, even in the case of payments made by cheque, bill of exchange, draft, credit line, etc. This clause is stipulated in the exclusive interest of seller, who may decide to waive it and bring a legal action before any other competent court of law.
12. Approval of the general terms and conditions
By placing an order buyer expressly warrants and represents, in writing, that it fully and unconditionally approves these general terms and conditions of supply.
Approval of specific terms and conditions, pursuant to the Italian Civil Code Article 1341
By signing its purchase order, buyer specifically approves, in writing, the terms and conditions as follows:
Art. 2): delivery;
Art. 3): shipment;
Art. 4): retention of title;
Art. 5): complaints;
Art. 8): payments;
Art. 11): jurisdiction.
In written approval of the terms and conditions indicated in the foregoing clause ………………………………………
Nikolaus Bagnara Spa - Via Madonna del Riposo 34 - I-39057 Appiano (Bz) - T +39 0471 66 21 09 - F +39 0471 66 47 04 - email@example.com