General Terms and Conditions of Sale

Legal relations between Supplier and Purchaser shall be solely governed by the present conditions. Terms used and not otherwise defined in this General Conditions of Supply (The “CGV”) have the meanings set forth below:

“Order Confirmation” means the Agreement between Seipee S.p.a. (the “Seipee” or “Supplier”) and Purchaser (together the “Parties”), consisting of Order Form and CGV incorporated into and become part of the Agreement.

“Product Data”: any type of information or technical or technological documentation made available to the Customer upon delivery of the goods;”Goods” and/or “Products”: the Products sold by Seipee, written in the Offer Form, including the technical data and use and maintenance Manuals if foreseen.

 

  1. Subscription Agreement

1.1. Details of the supply will be performed by transmission of Order Confirmation completed with indication of Purchaser data, quantity, quality, price and term of delivery. The contract shall be deemed entered after it has been confirmed by Seipee.

1.2. Until an Order is transmitted, an Offer may be revoked if the revocation reaches the offeree before it has dispatched an acceptance.

1.3. The following facts or actions shall constitute the written acceptance of an Offer: a) the receipt by Seipee of a letter of credit sent by client; b) the receipt by Seipee of all of purchase price.

 

  1. Prices and Terms of Payment

2.1. Prices are set in Order Confirmation; value added tax shall be added at the then applicable rate.

2.2. If the Supplier is also responsible for assembly and unless otherwise agreed, the Purchaser shall pay the agreed remuneration and any incidental costs required, e. g. for traveling and transport as well as allowances.

2.3. Purchaser shall pay for the Products in accordance with the payments methods and terms provided for in the Order Confirmation.

2.4. No payment shall be considered as being made by Purchaser until the relative amount has been credited to the bank account of Supplier.

2.5. Payment shall be executed by Purchaser in Euro or in the currency set in Order Confirmation.

 

  1. Product Data

3.1. All Technical Information and General Safety Instructions are included to Products. Installation and maintenance manuals are provided on web site: www.seipee.it

 

  1. Intellectual Property

4.1. Seipee owns and will retain all intellectual property rights referred to the Products.

4.2. There are no implied license under this Agreement.

 

  1. Retention of title

5.1. The Products pertaining to the Supplies (“Retained Goods”) shall remain the Seipee’s property until each and every claim the Supplier has against the Purchaser on account of the business relationship has been fulfilled.

5.2. Where the Purchaser fails to make payment due, or otherwise violates its obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods and Purchaser shall be obliged to return the Retained Goods. In this case Seipee will be entitled to withhold the amounts paid as indemnity and claim for more damages amount. 

  1. Delivery and Terms

6.1 The marking, packaging, labeling, identification of goods and place of destination of the Order is charged to Seipee. Any reference to any commercial terms will be deemed related to INCOTERMS of the International Chamber of Commerce, as in force at the time of conclusion of the sales contract.

6.2. Except in the event of a different specific agreement, delivery of the ordered Components, for the determination of the delivery terms and risk transfer of goods takes place EXW (Ex Works) from Seipee’s headquarter.

6.3. Delivery schedules are indicative and subject to delay for reasons of Force Majeure or modification of the Order requested by the Purchaser.

6.4. In any case Seipee will not be able to deliver the Product at the time for delivery and the delay is caused by circumstances attributable to Purchaser, Seipee will be entitled to a penalty of 1% of the total value of the order in dispute for each day of delay of the scheduled date for delivery.

6.5. If the Purchaser fails to take delivery within a reasonable time of goods notified as ready for dispatch, Seipee shall be entitled to store the goods at the Purchaser’s expense and risk and to invoice them as delivered.

6.6. Should Purchaser cancel an order without justification and should Seipee not insist on the performance of the contract: in this case Seipee shall be entitled to a penalty amounting to ‘Before shipment’; 15%, ‘ After shipment’ ; 30% of the contract price and freight cost.

 

7. Assembly

7.1. Seipee shall not be liable for any projects, installations, connections and assembly performed by Client. 

 

  1. Warranty

8.1. Seipee shall be liable for defects as to quality within a period of 12 months by delivery.

8.2. Purchaser shall notify in writing of any defects wich appears. Such notice shall under no circumstances be given later than 8 (eight) days after discovery. The notice contains the description of defect.

8.3. Seipee shall not be liable for defects caused by circumstances, wich arise after the risk has passed to the Purchaser, e.g. defects due to faulty maintenance, incorrect use or to alterations carried out without the Supplier consent in writing.

Seipee shall not be liable for defects caused by Non Authorized staff intervention.

8.4. On receipt of the notice under 8.2., Seipee shall at his own cost remedy the defect, by replacement of non-conforming or defective Products or by repairment of a defective part.

8.5. In the event of delay in payments or insolvency of Purchaser, Seipee will be discharge from the obligation of this clause.

8.6. Defective parts wich have been replaced shall be made available to the Supplier and shall be his property.

8.7. The present warranty is in substitution for, and excludes, any other warranty express or implied, set forth by the law or otherwise. 

9. Limitation of liability

9.1. Except as explicitly set forth in section 7, Seipee’s maximum aggregate liability under or in connection with the subscription agreement whether arising in or for breach of contract, tort (including negligence), indemnity, misrepresentation or otherwise, shall in no circumstances exceed 100% of the total subscription price.

9.2. Seipee is only potentially liable for the products manufactured by itself and only to the extent pursuant to these terms and conditions.

9.3. Seipee shall have no liability under or in connection with the subscription agreement or any collateral contract for non-Seipee manufactured products supplied by Third Parties to Purchaser and any rights and/or remedies of Purchaser in respect of such non-Seipee products shall be exercisable by Purchaser solely against the relevant third party manufacturer. 

  1. Compliance

10.1. Purchaser shall comply with all applicable laws, rules, regulations and regulatory requirements with respect to, its activities under this Agreement, including applicable foreign trade, export control restrictions or similar rules.

 

  1. Assignment

11.1. Purchaser may not assign, or otherwise dispose, all or any of the rights under this CGV without the prior written consent of Seipee.  

  1. Force Majeure

12.1. Seipee is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control (“Force Majeure”), including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labour shortages or disputes; embargo; defects or delay in delivery by sub-contractors

12.2. The party who fails to perform must give notice to the other party of the impediment and its effect on its ability to perform

 

13. Severability Clause

13.1. If for any reason a court of competent jurisdiction or other competent body finds any provision of this CGV to be invalid or unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the Parties, and the remainder of the Agreement shall continue in full force and effect.

 

  1. Termination of agreement or any applicable Order Form

14.1. Seipee shall have the right to terminate this agreement or any applicable Order Form upon written notice to the other party: (a) immediately upon insolvency of the other party, or (b) in the event of a material breach of this conditions or any applicable Order Form by the other party, and failure to cure such breach within thirty (30) calendar days after being notified in writing of such breach

 

  1. Linguistic discrepancies

15.1. General Conditions of Sale are settled in two or more languages each equally authoritative (art. 4.7. Unidroit Principles).

15.2. In any case of discrepancy between the versions, a preference for the interpretation according to italian version, in which the contract was originally drawn up.

 

  1. Venue and applicable law

16.1 This contract and its interpretation shall be governed exclusively by Italian Law, to the exclusion of the 1980 Vienna Convention on the International Sale of Goods (art. 6 CIGS).

16.2. Sole Venue for all disputes concerning the conclusion, performance and interpretation of the provision shall be the Court of Modena (Italy).