The provisions and conditions of these terms, and each obligation referenced herein (hereinafter referred to as “General terms”) jointly with the special conditions provided for in the order confirmation (hereinafter referred to as “Order confirmation”), govern the sale of products between TIERRE GROUP S.r.l. (hereinafter referred to as the “Seller”) and any buyer (hereinafter referred to as the “Client”) and they shall override any different clause inserted on models or other documents used by the Seller and/or Client (hereinafter jointly referred to as the “Parties”).
The Client will be deemed to have assented to all terms and conditions contained herein unless a rejection in writing is sent within ten days of receiving these terms.
The General Terms herein can only be departed from the provisions container in the Order Confirmation.
Unless otherwise agreed upon by the Parties, this transaction shall be governed in all respects by Italian law, excluding the 1980 Vienna Agreement on international sale of goods contracts (with the exception of articles 8 and 11 of the Agreement, which shall override any conflicting provision of Italian Law).
All disputes arising between the parties out of or related to these General Terms or the products sold hereunder shall be exclusively conducted in the competent court of Padua, Italy.
The subject of the sales governed by these General Terms are all agricultural machinery indicated in the Seller’s price list (hereinafter referred to as the “Products”) in force at the moment the purchase order is sent by the Client, with the specifications indicated therein.
TIERRE GROUP S.r.l. is continuously committed to improving its products and therefore reserves the right to bring about modifications without having to give notice.
Packaging is at cost.
Each Client Order (hereinafter referred to as the ”Order”) is deemed accepted upon the moment of receipt on their behalf of the order confirmation issued by the Seller. Sale offers made by agents or other intermediaries are not binding with the exception of written confirmation from the Seller.
Descriptions, requested power, functions, weight, drawings and other information stated in the catalogues or publications of the Seller are merely indicative, and, in any case, shall not be binding, unless otherwise expressed in the Order confirmation.
Drawings and other technical documents are not included in the delivery. They belong to the Seller and consequently the Client is not permitted to reproduce, transmit or show them to third parties.
The prices of the Products (hereinafter referred to as the “Prices”) are the ones on the Seller’s price list in force at the moment the Products are delivered, unless otherwise agreed in the Order Confirmation.
The Seller reserves the right to modify its price list at any time.
The prices indicated on the list do not include VAT, which will be charged to the buyer.
4. TERMS OF PAYMENT
Unless otherwise provided for in the Order Confirmation, payment is due from the date on the invoice issued by the Seller and in the currency specified therein.
Any payment is deemed made at the office of the Seller at the moment it is received. The issuing of bills of exchange or checks does not constitute payment and does not imply substitution of the original obligor. The Client shall pay the cost of stamping the bills and the related bank fees.
If payment must be made by letter of credit (hereinafter referred to as “L/C”), it must be issued in accordance with the “Standards and Uniform Uses of the International Chamber of Commerce for Documentary Credit in force at the moment of the Order. Furthermore, the L/C shall be irrevocable and confirmed by a credit institution of a primary national level, with branch in Italy and approved of by the Seller, transferable in whole or in part, payable on the due date indicated on the Order Confirmation against presentation of the documents detailed herein. If the Seller does not request confirmation of the L/C, payment can in any case be made issuing credit institution.
The Seller will be notified of the opening of a letter of credit by the confirming or issuing credit institution, depending on the case, within 10 (ten) workdays from the receipt of the Order Confirmation on behalf of the Client.
No notification will automatically cause the cancellation of the Order, unless otherwise indicated by the Seller.
The letter of credit will remain effective and binding up to 30 (thirty) days after the payment due date indicated on the Order Confirmation.
If, for any reason, the original terms of payment are extended, the Client shall renew the L/C. if the Client fails to renew the L/C within 5 (five) days from the deferred date, the payment shall become immediately due.
If a payment is fully or partially late, the Client agrees to pay the Seller the interest on the amount due and invoiced, established by the Law by Decree 9.10.2002, n. 231.
The Seller, if the Client is fully or partially late making payment, has the right to suspend any delivery. If such delay exceeds 60 (sixty) days, the Seller has the right to terminate the contract and withhold as compensation any amount already collected, without any affect on the right to claim for damages.
The Price of Products is exclusive any tax and any cost or expense for packaging, loading, unloading, transport, and insurance, which will be charged to the Client in addition and at the same conditions and terms of payment for the Products.
5. TERMS OF DELIVERY
The terms of delivery are set forth in the Order Confirmation. Unless otherwise agreed by the Parties in writing, the terms of delivery are calculated by considering only the workdays according to the Italian calendar. The terms indicated in the Order Confirmation are indicative and, in case of a delay in delivery, the Client does not have the right to cancel the Order.
Products will be delivered ex works at the office of the Seller, in Curtarolo (PD), Italy. If the Client does not accept, for any reason, the delivery of one of the Products that is ready for delivery, or if the Seller is not able to promptly complete delivery because the Client has not provided adequate instructions, documents, licenses and authorizations:
a. the Client is liable for the Products (including the risk for loss or damage caused by the Seller);
b. the Products shall be deemed delivered;
c. the Seller can leave the Products in a warehouse until delivery and the Client accepts to pay the costs and related expenses (herein including storage and insurance).
6. LIABILITY AND TRANSFER OF PROPERTY
The Products shall remain property of the Seller until full payment of the Price has been made by the Client, and, if payment has been made by bill of exchange or check, until they are collected, even if the documents have been delivered in advance. That notwithstanding, the Parties agree that any liability due to the loss of or damage to Products for any cause will pass to the Client upon the ex-works delivery.
The client shall fully pay property registration costs. Before the full payment of the Price is made, the Client does not have the right to resell, rent or grant the use of the Products to third parties.
The Client must notify the Seller within 24 hours of any execution proceedings or precautionary measures by third parties on Products subjected to reserve of property. In that case the Client will be liable to the Seller for any cost or damage incurred due to such proceedings.
7. WARRANTY AND CLAIMS
The Seller guarantees that the Products will be free from defects in material and workmanship under normal use. Unless otherwise expressly specified in writing by the Seller, the warranty is valid for a period of 12 months from the date of ex-works delivery of the products and cannot, in any case, be suspended or extended as a consequence of the Products not being used by the Client, even if due to repairs under warranty. The Seller makes no other warranty, expressed or implied, with respect to the client, who expressly waives further legal or conventional warranties.
Upon delivery the Client must carefully check each Product and in order to verify if it corresponds with the quantity and quality agreed upon, checking as well for evident defects. If the client finds defects or deformities in the Products he must make a claim to the Seller writing on the delivery note “reserves the right to inspect” and communicate said claim to the Seller within the next 8 days, or the warranty will lapse. After this term the supply will be deemed accepted by the Client without reserve, any claim on account of defective Products will conclusively be deemed waived by the Client.
Hidden defects not detected upon delivery must be communicated within 8 days from the discovery, as provided for obvious defects.
As a dispensation to the aforementioned clauses 7.2 and 7.3, in no case whatsoever will a claim be accepted by the Seller after 12 (twelve) months from the date the Products are delivered to the Client.
If defects are detected and promptly claimed by the Client, the Seller, at its discretion and according to its technical standards, can provide for the repair or replacement of the Product without charge ex works TIERRE GROUP S.r.l. Curtarolo (PD) or of the defective parts, or alternately, the repayment of the purchase price of the defective product.
The warranty herein clause 7 solely covers defects in material or workmanship under normal use of the Product. In no case whatsoever shall the warranty cover (i)Products with an altered or disfigured identification number or mark; (ii) defects caused by: (a) incorrect assembly or installation of the Product by the Client of third parties; (b) insufficient product maintenance; (c) incorrect use or in any case different from normal functioning methods; (d) normal wear and tear or deterioration (in particular of blades, screws, nuts, gaskets, pins, axes, oil, water pipes, etc.); (e) repairs, additions, alterations or interventions performed by third parties without previous written consent from the Seller; (f) the transit from the delivery point to the final destination; (g) misuse or incorrect storage; (h) use of non-original spare parts; (i) fire, force majeure and any other unpredictable event imputable to the Seller.
No other form of intervention whatsoever under warranty and/or compensation can be claimed by the Client; in particular, the Seller is not liable for direct, in direct, accidental or consequential damage (according to art. 1519-quinquies of the Italian civil code) that can come from the defective nature and/or non-conformity of the Products, as such requests for damage are expressly excluded and renounced by the Client within the limits provided for by law.
Any claim on behalf of the Client, as any judicial action taken, does not give the Client the right in any case whatsoever to suspend or delay payments due, as the contract of sale is legally binding.
8. FINAL CLAUSES
The rights, credit and obligations of the client cannot be transferred to third parties without previous written consent by the Seller.
The invalidity of one or more clauses in the General Terms of the Order does not compromise the validity of the remaining clauses.
In this List the following terminology and graphic conventions are used:
European Certification. It is valid only if original TIERRE GROUP S.r.l. spare parts are used.