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AGB

1 Definitions

Customer: a natural or legal entity purchasing Brevetti Stendalto’s products.

Brevetti Stendalto: the undersigned company, as well as the seller indicated in the invoice.

Product: the one indicated in the Offer or on the Order Acknowledgement; it includes products with Brevetti Stendalto trademark, third party products and services.

Brevetti Stendalto’s Products: machinery with Brevetti Stendalto trademark, including all relevant components and excluding the following:

  1. External equipment, accessories or parts installed or added by Brevetti Stendalto in its factory;
  2. Accessories or components added to Brevetti Stendalto branded products, upon Customer’s request, insofar they are not included in Brevetti Stendalto’s standard price list.

Third Party products: all products without Brevetti Stendalto trademark or not included in components pertaining to the product with Brevetti Stendalto trademark and all products supplied by the Customer to third parties.

Services: general service and support provided by Brevetti Stendalto in accordance with Order Acknowledgement for products or services at sales terms and conditions reported in this document. It includes also the Service that Brevetti Stendalto provides for maintenance, modification and repair of its products within or beyond established warranty period.

Supplementary Material (MI): third party products required or supplied by the Customer.

Offer: non-binding document by which Brevetti Stendalto advice the Customer about its availability to supply the product and/or services required stating conditions and costs.

Order Acknowledgement: written confirmation of the products ordered by the Customer which is sent to the Customer by Brevetti Stendalto.

Offer Design (DO): technical document representing the product object of the Order with dimensions. The offer design is indicative, not final and is clearly marked “Preliminary”. Brevetti Stendalto’s Offer Designs report the code 0_ followed by a 5-digit progressive number and any review expressed in letters (0_12345_a).

Project Design: technical document representing the product to be manufactured according to Customer’s Order with dimensions. Unless in case of modifications made to the product during manufacturing, it is to be considered reliable concerning the dimensions of the product which will be received by the Customer. Project Designs report the same code mentioned in the description of the product on the Order Acknowledgement, but are clearly marked “Approved” or report Customer’s approval stamp.

As Built Design: technical document representing the product manufactured according to Customer’s Order with dimensions. As Built design represents the product the Customer will receive. As Built designs report the same code mentioned on the description of the product on the Order Acknowledgement and report “As Built” on the scroll.

Place of delivery: it is the place mentioned on the Order Acknowledgement where the product will be delivered to the Customer.

Technical Specification: technical document listing all features of the product, field and use.

Price: the one mentioned on the Order Acknowledgement.


  1. Application of the conditions

Following terms and conditions of purchase shall govern all the relations between Brevetti Stendalto as manufacturer and/or distributor and the Customer, if not explicitly repealed in part by special conditions accepted in writing by Brevetti Stendalto.


  1. Nature and use of products sold

3.1 The Customer shall use the products sold by Brevetti Stendalto only for the purposes specified by the latter as manufacturer and/or distributor and shall observe technical and/or specific instructions (drawings, guides, etc.) if provided by Brevetti Stendalto, or, in its absence, those published on the internet site www.brevettistendalto.it.

3.3 The Customer shall respect Brevetti Stendalto and/or third party’s copyrights and/or licenses.

3.4 The Customer shall keep free and unharmed to the broadest extent permitted by law both Brevetti Stendalto and the product manufacturer by any liability, damage, charge or cost resulting from the infringement of the above mentioned by the Customer.


  1. Supply requests

The requests for supply shall be submitted by the Customer by letter, fax or email. Brevetti Stendalto retains the right not to accept any request by telephone or verbally. Any special sales clause or condition included in the supply request submitted by the Customer which results to be in conflict with these General Sales Terms and Conditions shall be invalid if not accepted in writing by Brevetti Stendalto.


  1. Contract conclusion

5.1 The offer submitted by Brevetti Stendalto after Customer’s request shall not constitute any contract proposal pursuant to Article 1326 c.c. and shall not be considered binding for Brevetti Stendalto in any case, but only purely indicative about availability to supply the products and about their relevant prices.

5.2 The contract shall be understood as concluded only when written Order Acknowledgement issued by Brevetti Stendalto is received by the Customer by letter, fax or by email. Electronic correspondence is assimilated to written correspondence;

5.3 Any information and/or data on characteristics and/or technical specifications of the products reported on catalogues, price lists, advertising material, internet sites or similar shall not be considered binding for Brevetti Stendalto.


  1. Prices

6.1 Unless otherwise agreed, all sales prices are net VAT and do not include any tax, fee, transport cost or any other expense and commission.

6.2 the Prices indicated on the offer or on the Order Acknowledgement by Brevetti Stendalto may vary in following cases: sudden and exceptional increase of raw materials used by Brevetti Stendalto; sudden and exceptional price increases made by the manufacturer of the products used and/or distributed by Brevetti Stendalto; changes in exchange rates.

6.3 Products available on the international open market may be subjected to changes in price and actual availability.

In this case Brevetti Stendalto shall inform the Customer by means of a notice listing the price changes and the Customer will confirm its acceptance, in accordance with the terms indicated on clauses 5.2 and 4.


  1. Shipment and delivery

7.1 Unless otherwise agreed, Brevetti Stendalto shall hand in the products sold to appointed carriers; the products are sold ex works Brevetti Stendalto. The transport risk shall be totally borne by the Customer and the products shall be considered as effectively delivered to the Customer the moment are handed in to the carrier by Brevetti Stendalto or collected at Brevetti Stendalto’s warehouse by the Customer.

7.2 Unless otherwise agreed, shipping and transportation costs shall be borne by the Customer.

7.3 Delivery terms by Brevetti Stendalto are indicative and not essential. A delay in delivery not exceeding 30 days shall not result in a material breach by Brevetti Stendalto and/or cause for termination of the contract.

7.4 Unless otherwise agreed, Brevetti Stendalto shall be entitled to make partial deliveries and issue relevant invoices to be settled according to agreed terms. The delivery of a less amount of products than ordered, does not free the Customer from the obligation of accepting the delivery and paying for the delivered products.

7.5 Brevetti Stendalto shall be entitled to make early deliveries before the scheduled date.

7.6 Brevetti Stendalto uses suitable packaging to protect the products from any damage caused by land transport without any overloading of the product. In case of any damage caused to the product due to sea and/or air transport without observing above transport terms or any recommendation indicated on the packaging of the product, Brevetti Stendalto shall not be held responsible and the Customer shall loose its warranty rights for faults of the product.


  1. Payment Terms

8.1 All the invoices are to be settled at Brevetti Stendalto’s premises in Monza Via G.B. Stucchi 66/8 according to terms and conditions established    on the Order Acknowledgement, regardless from any fault occurred during warranty period and the need for any test. Brevetti Stendalto retains the right to issue banking order and/or drafts without this could constitute exception to clause 3) of Article 1182 c.c.

8.2 Customers placing orders at Brevetti Stendalto for the first time may be requested to pay for the products at their collectcion, according to previously agreed terms.

8.3 Any dispute related to invoices shall be transmitted in writing by registered letter with advice of delivery to Brevetti Stendalto, or by sending an email to certified mail address Diese E-Mail-Adresse ist vor Spambots geschützt! Zur Anzeige muss JavaScript eingeschaltet sein!. On the contrary they will not be taken into consideration and the invoices shall be considered accepted without any reserve.

8.4 Any delay in payment shall be charged with default interests at the official rate according to Legislative Decree 231/2002

8.5 The Customer is not entitled to make any deduction from the agreed price (advance payment included, but not limited to, or in case of alleged faults of products) unless previously agreed in writing with Brevetti Stendalto.

8.6 In case Brevetti Stendalto should have any ground to believe that the Customer is unable and/or unwilling to pay on the agreed due date, it may suspend or condition the delivery of the products and/or the execution of the service to submission of appropriate payment guarantees.


  1. Return of products

9.1 Any return of products is to be previously authorized in writing by Brevetti Stendalto.

9.2 Returned products will be accepted only in their original conditions with a return note. All the products are to be returned in their original packaging and properly packed.

9.3 Any Return cost is at Customer’s expense.


  1. Suspension of deliveries and contractual termination

10.1 Brevetti Stendalto is entitled to suspend deliveries in case the Customer should not fulfil even a single payment on the agreed due date or is in default of other contracts or any other obligation.

10.2 After the conclusion of each single sales contract, in case the economical and/or financial conditions of the Customer should change (including, but not limited to failure to honor any bill, existence of enforcement proceedings, voluntary or judicial winding up or in case of default or delay in the payments), Brevetti Stendalto, unless otherwise provided from previous article, retains the right to declare the Customer excluded from the benefit of the term ex Article 1186 c.c., to terminate each single contract with immediate effect and request immediate payment of any overdue amount and of any invoice to be settled by means of registered letter with advice of delivery.

10.3 Payments terms stated on the invoice are essential and binding in favor of Brevetti Stendalto.


  1. Orders cancellation and rescheduling

11.1 Any order cancellation or quantity reduction is to be previously authorized by Brevetti Stendalto.

11.2 Regarding orders with scheduled deliveries, any delivery rescheduling is to be agree in writing with Brevetti Stendalto, which retains the right, with indisputable judgement, not to accept the Customer’s request.

      In any case no delivery rescheduling will take place without a notice of at least 30 days before the first schedule. In this case Brevetti Stendalto shall be entitled to charge 1% of the unused products as compensation for costs for unmoved and/or returned material.


  1. Services

These will be provided by Brevetti Stendalto upon Customer’s request. Response times are indicative and may vary according to location or accessibility of the place where the product is located and from spare parts availability. The service may be provided operating on the product sent by the Customer to Brevetti Stendalto, or sending Brevetti Stendalto’s personnel at the place where the product is installed. In this case the Customer shall authorize Brevetti Stendalto’s personnel to examine the product at its premises, or at Brevetti Stendalto’s premises (at its choice).

Brevetti Stendalto is proprietor of any substituted or examined product, or part of it and shall charge its cost to the Customer when requested and not returned. If mentioned on the Order Acknowledgement, the supply for service may include consulting, labelling, installation, integration, removal, training and/or assistance.

Unless otherwise provided on the Order Acknowledgement, the following is excluded from the Service:

  1. Interventions outside local working time, on the weekends or on official public holidays;
  2. Components excluded from the warranty, changes to the configuration, reallocation, preventive maintenance.

  3. Export Controls

The Customer acknowledges that the product may include technology subjected to export control regulations of the United States, European Union and other countries where the product is delivered or used: the Customer shall comply with any of these laws. The products cannot be sold, rent, or transferred to any end customer or country object of restrictions or embargoes, or to companies using them for activities connected with weapons of mass destruction or genocides without prior consent from US or European relevant authorities. The Customer acknowledges that any possible restriction in force in U.S.A. and in the European Union may vary regularly according to the product; consequently the Customer shall refer to norms and regulations in force at the time.


  1. Warranty

14.1 The products sold by Brevetti Stendalto, except spare parts or catalogue products, for which indications and specifications mentioned on the catalogue applies, are accompanied by a technical specification and relevant use and maintenance manual. All products sold by Brevetti Stendalto are guaranteed for a period of twelve months from the date of delivery to the Customer. In case of third party products, Brevetti Stendalto will transfer to the Customer the warranty received by the manufacturer.

14.2 The warranty is effective only towards Brevetti Stendalto’s direct customers; any claim made by third parties, assigns of Brevetti Stendalto’s customers included, will not be accepted.

14.3 Brevetti Stendalto does not provide any warranty, express, or implied concerning merchantability, fitness for purpose or non-infringement.

14.4 In case the purchased product should require to be customized to meet the specifications requested by the Customer, these specifications will be defined on an Offer Design and/or on a customized technical specification which is to be accepted by the Customer in writing. After Customer acceptation, the Offer Design shall be considered Project Design of the product.

      At the end of the production and/or testing, all modifications made will be recorded on the data sheet and/or test report and all the documentation will be attached to the production practice and handed in to the Customer which will sign the relevant delivery note upon receipt. In case the Customer should use the products delivered by Brevetti Stendalto without complying with instructions, technical information and specifications provided by Brevetti Stendalto, the latter will not provide any warranty on the products and will not held liable for any damage which may be caused to the Customer or to third parties.

14.5 Any flaw or defect of the products is to be notified to Brevetti Stendalto in writing by the Customer within the shortest period of time and in any case not later than 8 days from the receipt of the products or from the date of discovery in case of hidden defects.

14.6 In case of assessed and promptly notified faults, defects or lack of quality of the products, Brevetti Stendalto shall be obliged solely and exclusively to substitution, repair or crediting of the faulty products at its choice, excluding to the broadest extent permitted by law any other further different liability for any damage, both direct and indirect occurring to the Customer or to third parties.

14.7 Since it is not a consumer sale, legislative Decree 06.09.2005 no. 206 does not apply.

 

  1. Force Majeure

Brevetti Stendalto shall not be held liable, unless in case of serious negligence, for failure to execute single contracts and/or any delay in meeting its obligations and the Customer shall not be entitled to ask for termination and/or compensation for damages in case it results from the following:

  1. From causes not reasonably attributable to Brevetti Stendalto;
  2. From necessity to comply with laws, regulations, orders, acts or requests by government, administrative, civil or military authorities, or by any institution depending from them;
  3. From acts or omissions of the Customer and/or causes of force majeure, such as, but not limited to fires, floods, adverse weather conditions, strikes, demonstrations, labor lockouts, closing or change of factory, embargoes, wars, civil commotions, delays or deficiency of transport, impossibility to receive delivery of any product from international suppliers, or any other similar cause.

  4. Right of Retention – Offsetting

The Customer shall not have any right of retention on products supplied by Brevetti Stendalto and shall not be entitled to any offsetting against any possible counter receivables from Brevetti Stendalto.


  1. Confidentiality

The Customer commits itself not to utilize, disclose and/or spread directly or indirectly to a third party through a third person, agency or company by any means or in any ways objectively or subjectively confidential news and/or information of which it has gained knowledge on the occasion of and/or at the fulfillment of the existing and/or elapsed contract with Brevetti Stendalto.


  1. Privacy Information Legislative Decree no. 196 from 30/06/2003

In accordance with Legislative Decree no. 196/03, Brevetti Stendalto grants that all personal data owned by the Customer and undergoing the processing shall be stored and monitored using suitable and preventive security measures so as to minimize, according to the nature of the data and to the specific characteristics of the processing, the risk for data to be destroyed, lost or disclosed even accidentally, accessed by unauthorized people, processed without prior consent or used infringing the purpose of their collection. Brevetti Stendalto furthermore grants it has adopted all minimum security measures required by law.

The Customer declares to have orally received, understood and accepted Informational Notice according to Article 13 of Legislative Decree 196/03.


  1. Applicable law and Place of jurisdiction

These General Terms and Conditions of Sales, as any other single sales contract between the Customer and Brevetti Stendalto are subjected to Italian laws. For any dispute which may arise between the Parties, the Court of Monza shall have sole jurisdiction.


  1. Modifications

20.1 Any derogation and/or integration to the text of these General Terms and Conditions of Sales shall not be valid unless it is not submitted in writing and expressly approved by Brevetti Stendalto.

20.2 In case one or more clauses of these General Terms and Conditions of Sales is found to be invalid, this will not affect the other clauses which remain in force, valid and effective.

 

  1. Communication

Any communication relevant to these General Terms and Conditions of Sales is to be sent in writing (by hand, email, fax or priority mail to the respective address of each Party given for the service.

Specific approval of following articles in accordance with Article 1341 c.c.:

 

Art. 5 (Contract conclusion); Art. 6 (Prices) ; Art. 7 (Shipment and Delivery); Art. 8 (Payment Terms); Art. 9 (Return of products) ; Art. 10 (Suspension of deliveries and contractual termination); Art. 11 (Orders cancellation and rescheduling); Art. 14 (Warranty); Art. 16 (Right of Retention – Offsetting);

 

Information and details about Brevetti Stendalto’s policy, products and services offered are published at  www.brevettistendalto.it, the Supplier could refer to for any other further update. Thank you for choosing Brevetti Stendalto.

 

General terms and conditions of sale updated il 12 February 2015

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