General Terms and Conditions of Sale
These General Terms and Conditions of Sale (hereinafter “GTCS”) apply to all orders concluded between the Supplier and the Purchaser and constitute an integral and substantial part of the sales contract. For the purposes of these General Terms and Conditions of Sale, the following definitions apply:
"Order Confirmation": the contract concluded between Seipee S.p.A. (hereinafter also “Seipee” or “Supplier”) and the Customer indicated in the Order (jointly the “Parties”);
"Technical Documentation": any type of technical or technological information or documentation made available to the Customer at the time of delivery of the goods;
"Goods" or "Products": the commercial goods subject to the sale, specified in detail in the Offer, including the technical documents and user and maintenance manuals, if provided.
1. Conclusion of the Contract
1.1. The contractual obligation is deemed concluded upon Seipee’s communication of the Order Confirmation, containing the company name of the Customer, the quantity, quality, price, payment terms, and delivery date.
1.2. Until the Order Confirmation is sent, the Offer may be revoked if the revocation reaches the recipient before they have signed acceptance.
1.3. The conclusion of the contract may also occur through the following facts and/or events:
a) Seipee’s acceptance of a letter of credit from the Purchaser;
b) Seipee’s receipt of the full price of the supply.
2. Prices and Payment Terms
2.1. Prices are indicated in the Order Confirmation; value-added tax will be added at the applicable rate at that time.
2.2. If the Supplier is also responsible for assembly, and unless otherwise agreed, the Purchaser shall pay the agreed fee and any additional costs requested, such as travel, transport, and per diem allowances.
2.3. Payment for the Products must be made by the Purchaser in the manner and within the time limits indicated in the Order Confirmation.
2.4. Payments will be considered made by the Purchaser only when the relevant amount has been credited to Seipee’s current account.
2.5. Payment must be made in Euros or in the currency agreed upon in the order.
3. Technical Information
3.1. Seipee attaches Safety Instructions for use to the Goods sold. The user and maintenance manual is always available on the website ww.seipee.it
4. Intellectual Property
4.1. Seipee remains the sole owner of all intellectual property rights related to the Products sold.
4.2. No licenses, even implied, are granted with the Order Confirmation.
5. Retention of Title
5.1. The Goods subject to the supply (“retained Products”) will remain the property of Seipee until all claims the Supplier may have against the Purchaser due to the business relationship have been settled.
5.2. If the Purchaser fails to pay all or part of the agreed price, or otherwise breaches their obligations, the Supplier will have the right to immediately terminate the contract and take back the retained Products, and the Purchaser shall be obliged to return them. In such case, any down payments made to Seipee will be retained as compensation and damages.
6. Delivery and Terms
6.1. Marking, packaging, labelling, identification of the Products sold, and destination location are the responsibility of Seipee. Any reference to trade terms will be understood as referring to the INCOTERMS of the International Chamber of Commerce, in the version in force.
6.2. Unless otherwise specifically agreed, delivery of the ordered goods, for the purposes of verifying compliance with delivery dates and the transfer of the risk of the goods, shall take place EXW (Ex Works) from Seipee’s premises.
6.3. Delivery dates and schedules are merely indicative, unless otherwise agreed in writing between the Parties, and may be extended due to force majeure/accidental events or changes to the Order requested by the Customer.
6.4. In case of non-compliance with the agreed delivery date for reasons attributable to the Customer, a penalty of 1% of the Order value will be charged for each day of delay.
6.5. If the Customer refuses delivery of the goods within a reasonable time from the “goods ready” notification, Seipee will have the right to store the goods at the Purchaser’s expense and invoice them as delivered.
6.6. If the Purchaser cancels an order without justification and the Supplier does not insist on the performance of the contract, Seipee will be entitled to a penalty equal to: “Before shipment”: 15%, “After shipment”: 30% of the contract price plus transport costs.
7. Installation
7.1. The Seller declines any liability for any designs, installations, connections, and assemblies carried out by the Customer.
8. Warranty
8.1. Seipee guarantees the proper functioning of the goods sold for a period of 12 months from delivery.
8.2. The Customer must report any defects found within eight (8) days of discovery, indicating the defects by completing the AUI form available on the website www.seipee.it.
8.3. The warranty does not cover any parts that show defects due to negligence or improper use or failure to comply with the instructions contained in the User and Maintenance Manual delivered to the Customer at the time of sale. The warranty also excludes goods for which installation and maintenance have been carried out by unauthorized personnel.
8.4. Upon proper receipt of the defect report under Article 8.2, Seipee will remedy the defect by repairing or replacing the defective Goods.
8.5. In case of payment delays or partial non-payment by the Purchaser, the Seller is released from the warranty obligation and from the obligation to carry out repairs.
8.6. The Customer undertakes to make available to Seipee any defective or non-compliant parts replaced, which will remain the Seller’s property.
8.7. This warranty replaces and excludes any other warranty, express or implied, statutory or contractual.
8.8. If the sold good is not covered by warranty for one of the above reasons, or if the legal term has expired, any intervention request must be made by completing the AUI form available on the website www.seipee.it and subject to acceptance of the economic conditions attached thereto.
9. Limitation of Liability
9.1. Except as expressly provided herein, the total liability under the sales contract, if proven for breach or violation of contract, tort (including negligence), indemnity, compensation for defective Product, or otherwise, shall not exceed 100% of the sale price.
9.2. In any case, Seipee’s liability is strictly limited to its own Products and only to the extent provided in this section.
9.3. Seipee has no liability for any product, including accessories and components connected to Seipee-branded products, manufactured by third parties and supplied to the Purchaser, who may exercise any rights solely against the third party.
10. Purchaser’s Obligations
10.1. The Purchaser undertakes to comply with all applicable laws, rules, regulations, and standards relating to its activities under this agreement, including applicable foreign trade regulations, export control restrictions, or similar rules.
11. Assignment of the Contract
11.1. The Contract may not be assigned by the Customer to third parties, even partially, without Seipee’s express written consent.
12. Force Majeure
12.1. Seipee is released from any contractual liability if it proves that non-performance was due to an impediment arising from circumstances beyond its control (“Force Majeure”) and which it was not reasonably expected to foresee, including but not limited to: fire, flood, tornado, earthquake, hurricane, lightning, governmental actions, actual or threatened acts of war, terrorist acts, civil unrest or insurrection, sabotage, labor shortages, embargo requirements, and delays in deliveries by subcontractors.
12.2. The non-performing party must give the other party notice of the impediment and its effects on its ability to perform the contract.
13. Severability
13.1. If for any reason a court of competent jurisdiction declares that any provision of these GTCS is invalid or unenforceable, such provision will be applied to the maximum extent permitted to achieve the parties’ intent, and all other provisions of this Agreement will remain valid and effective.
14. Termination of the Contract or Order Confirmation
14.1. Seipee will have the right to immediately terminate this agreement or any signed Order Confirmation, upon written notice to the other party: (a) in the event of insolvency of the other party, or (b) in the event of breach of these terms or of the provisions of the Order Confirmation, unless the other party remedies within thirty (30) days from the written notice of such breach.
15. Language Discrepancies
15.1. The General Terms and Conditions of Sale are drafted in multiple language versions, all equally authentic (Art. 4.7. UNIDROIT Principles).
15.2. In the event of a discrepancy between the versions, the interpretation according to the Italian version will prevail, as it is the language in which the contract was originally drafted.
16. Jurisdiction and Applicable Law
16.1. This contract is governed exclusively by Italian law, with express exclusion of the 1980 Vienna Convention on the International Sale of Goods (Art. 6 CISG).
16.2. Any dispute relating to the conclusion, performance, and interpretation of the supply shall be subject to the exclusive jurisdiction of the Court of Modena (Italy).