General conditions of sale 2024
Art. 1 OBJECT
1.1. The present general conditions of sales shall apply to all the sales made by SAMEC SRL having its seat in Italy, Rivoli (TO), Via Novara 9/11 (hereinafter the “SELLER” or “SAMEC”) with any buyer (hereinafter the “BUYER”) of its standard (hereinafter the “Products”) or customized (hereinafter the “Systems”) products.
1.2. The terms and conditions indicated in the present general conditions of sales (hereinafter“General Conditions”) integrate any order confirmation made by the SELLER (hereinafterthe “Order Confirmation”) answering to any order made by the BUYER (hereinafter the“Order”).
1.3. In particular, the technical specification of the drawings and the design (hereinafter the“Technical Specifications”) of SAMEC’s Products and Systems shall be indicated in eachSELLER’s Offer with reference to the drawing agreed by the Parties. The technicalspecification of the design, drawing and the materials (hereinafter the “TechnicalSpecifications”) of SAMEC standard Products shall be edited on SAMEC’s websitehttps://www.samecsrl.com/en/products .
1.4. The Order Confirmation and the present General Conditions of Sale 2023 as published onSAMEC’s website shall be considered accepted by the BUYER, at the latest, when the downpayment is made by the BUYER or when the Products and/or the Systems are delivered tothe BUYER.
1.5. Any modification to the Technical Specification indicated in the Offer and/or to the terms and conditions indicated in the Order Confirmation and in the General Conditions shall be agreed in writing by the Parties together with any possible price revision.
1.6. The BUYER shall follow in its operations concerning the maintenance the guidelinesindicated by SAMEC’s Video-tutorials for the Ordinary Maintenance of the Productspublished on the SELLER’s website https://www.samecsrl.com/en/user/open-samec andlinked with the QR code laser-marked on the Products.
1.7. Any potential Technical Specifications of the Systems provided by the BUYER shall not be modified after the receipt of the order unless the Parties agree in writing.
Art. 2 PRICE, PAYMENT AND DELIVERY
2.1 The purchase price (hereinafter “Purchase Price”) of the Products shall be the one indicated inthe Order Confirmation.
2.2 The BUYER shall pay to the SELLER the Purchase Price following the terms and conditionsindicated in the Order Confirmation. The Parties shall negotiate in good faith modifications ofthe Price, if the performance of the contract becomes excessively onerous due to the increasingof the raw material or due to an event beyond the SELLER’s reasonable control andunforeseeable at the moment of the execution of the contract. If an agreement concerning suchmodification is not achieved in writing within 2 (two) weeks after the notification, the SELLERmay terminate the contract with immediate effect.
2.3 The means of payment of each single sale shall be the one indicated in the Order Confirmation.In case of a down payment, this shall be considered as a deposit to cover the costs alreadyincurred by the SELLER. The SELLER therefore has the right of retention of the advancepayment in the event that the BUYER cancels, delays or suspends the order for any reason.
2.4 The Products and/or the Systems shall remain the property of the SELLER until the Price isfully paid by the BUYER. The BUYER has the obligation to register the reservation of title onthe Products and/or Systems at the competent public authority in its country if this is requestedby the local regulations.
2.5 If not otherwise indicated in the Order Confirmation, the SELLER has the obligation to deliverthe Products and/or the Systems following the FCA at the SELLER’s premises Incoterms ICC2020 and the other terms and conditions indicated in the Order Confirmation.
2.6 Any lack of the payment within the term indicated in the Order Confirmation shall entitle theSELLER for all legal remedies and damages and to suspend any further SELLER’s obligationincluding the delivery.
2.7 The delivery term indicated in the Offer/Order Confirmation may be significantly delayed dueto the events concerning difficulties in the procurement or in the logistics of the raw materialsand/or the components of the Products and/or Systems. If Products and/or Systems are notdelivered within the delivery time agreed in the Order Confirmation, the BUYER has the rightto claim for damages after the expiration of 60 (sixty) days period following the agreed deliverytime. Damages here above are due in the measure of 0.1% (zero dot one percent) of thepurchase price, calculated per each week of delay, but cannot exceed the maximum percentageof 3% (three per cent) of the Purchase Price. The damages hereof are the only claim given to theBUYER in case of delay in the delivery attributable to the SELLER. No other claim isacceptable for the delay here above.
2.8 In the case of BUYER’s delay in arranging the collection and of late delivery, which is notattributable to reasons for which the SELLER is responsible, the SELLER shall be entitled toplace the delivered goods in storage at the BUYER’s expenses and to invoice the additional costsaccruing to it as a result of the delay (e.g. in connection with rescheduling, overtime etc.) togetherwith any other damages.
Art. 3 SELLER’S WARRANTIES
3.1 The SELLER warrants that the Products and/or Systems will be free from defects in material and manufacturing and will comply with the Technical Specifications described in the Offer and/or on the website https://www.samecsrl.com/en/ provided that the BUYER shall follow the SELLER’s instructions indicated in SAMEC’s Video Tutorials for the Products Ordinary Maintenance.
3.2 The Products and/or Systems Technical Specifications agreed by the Parties and/or indicated in the Offer and/or edited on SAMEC’s website must be strictly checked by the BUYER at the moment of the delivery receipt. In case the BUYER, during the use of the Products and/or Systems, does not follow the SELLER’s instructions indicated in SAMEC’s Video Tutorials, it will be considered in breach of the Contract and the guarantee shall not apply.
3.3 The non-conformity concerns the differences between the Products and/or Systems and the Technical Specifications agreed by the Parties.
3.4 The SELLER shall guarantee the Products – starting from the delivery date - for a period of:
- 5 (five) years for the pneumatic clamps PAGURUS GRIP®;
- 12 (twelve) months for any other Products and/or Systems.
3.5 The BUYER shall communicate in writing to the SELLER the defects within 8 (eight) days from the delivery date. Any claim of non-conformity made by the BUYER shall indicate in writing the defective part or component of the Product, giving a specific picture and description of the malfunctioning.
3.6 The obligation of the SELLER under this warranty is limited to the replacement. Any other claim or charge is excluded.
Art. 4. CONFIDENTIALITY, SELLER’S TRADEMARKS AND INDUSTRIAL PROPERTY RIGHTS
4.1 The SELLER and the BUYER agree that all trade names and the SELLER’s trademarks,industrial models and the industrial property right shall be used by the BUYER only for thepurposes of the use of the Products and/or Systems unless prior written authorization by theSELLER.
4.2 The BUYER agrees that all SELLER’s know-how, design, drawings and the confidentialinformation concerning the Products and/or Systems shall remain the property of theSELLER and shall not be transmitted by the BUYER to any third party without theSELLER’s written consent.
Art. 5. FORCE MAJEURE
5.1 The SELLER is not responsible for any failure to perform, including, without limitation, latedelivery or failure to deliver, which failure to perform is caused by occurrences beyond saidParty’s reasonable control “Force Majeure Event”, including, but not limited to, late deliveryor delivery failure of raw materials and/or components by suppliers, increasing of the pricesof such raw materials and/or components of more than 5%, suspension of or difficulties intransportation, strikes, lock-down, pandemics, epidemic, labour disputes of any kind, fires,accidents, earthquakes and other natural events, riots, war (whether declared or undeclared),uprisings, delay of carriers, government seizures, embargos.
5.2 In case of the occurrence of one of the facts mentioned here above, the Party affected bysuch force majeure fact shall notify to the other party the impossibility to perform itsobligations at the moment. Therefore, the Parties shall negotiate a new term of deliveryand/or a new price taking into account the increasing of the raw materials, energy and/orcomponents or the difficulties arisen out of the logistic of the Products and/or Systems.Meanwhile the Parties are authorized to suspend any fulfilment of their obligations for aduration of two months. Once expired such period of time, any Party may terminate theagreement.
Art. 6. APPLICABLE LAW AND DISPUTES SETTLEMENT
6.1 This Contract is governed by the Italian Law unless derogated by any of the clauses of thisContract with the exclusion of the United Nations Convention on Contracts for theInternational Sale of Goods signed in Vienna on April 11, 1980.
6.2 In case of any dispute arising out of or in connection with the present General Conditions, the Parties shall first refer the dispute to proceeding under the Rules of Aequitas ADR Foundation, an Italian organization recognized by the Italian Ministry of Justice. Place of Mediation shall be Milan, Italy. Language of the Mediation shall be English.
6.3 If the dispute has not been settled by the Mediation procedure, the dispute shall be finallysettled by arbitration under the Rules of the Chamber of Arbitration of Milan (the Rules), bya sole arbitrator appointed in accordance with the Rules. Place of the Arbitration shall beMilan, Italy. Language of the Arbitration shall be English.