General Terms and Conditions, Ciotola S.R.L. (hereinafter “ASE“)
- ASE (Seller) and the Buyer may be referred to singly as “Party“and jointly as “Parties““
- “Contract“: refers to any Purchase Order, Purchasing Contract or Development Contract between the Parties
- “Goods” refer to any Goods supplied by ASEto the Buyer under these Terms and Conditions
These General Terms and Conditions apply to all products offered by ASE, with the exception of special offers identified as “Stock Lots” which are excluded from point 8, below, all other stipulations of these Terms and Conditions remaining in force.
- Pricing and delivery terms.
ASE expressly reserves the right to change pricing and delivery terms stipulated in a quotation, should there be an alteration in the cost base for the calculation or any of its constituent elements. Quotations are valid for a maximum of 1 month from the date of writing.
- Paper Properties:
As far as possible all paper deliveries shall be supplied in accordance with the quality and substance requirements of the Buyer as confirmed in writing by ASE. The physical characteristics of the paper, as well as any specific, technical features, e.g. security features etc., shall comply with specific customer provisions and tolerances for each specific order, as stated in its technical specification, providing these have been confirmed in writing by ASE.
- Delivery terms:
Shipping terms are contained in individual agreements and subject to the provisions of “INCOTERMS 2010”.
Will be made according to individual agreements as confirmed by ASE. If customer-specific security policies are to be observed for transport, the Buyer undertakes to inform ASE of these at the time of quotation for the order.
- Payment terms:
Invoices are due in accordance with individually agreed terms of payment. After due date, interest for late payment of 5% p.a.will be charged, without any previous notice. ASE reserves the right, in addition, to claim for any consequential damages.
- Obligation to check Goods. Transfer of title (ownership): An initial check shall be effected by the Buyer as soon as the delivery has arrived at its destination. Initial customer checks shall include the state of the Goods at delivery and conformity with all aspects of the confirmation of order (including but not limited to quantity). Visible defects and non-conformity with technical specifications, must be advised to ASE, at the latest, within 5 (five) working days from receipt of the shipment. If the Buyer fails to do so, the purchased Goods will be considered accepted and approved. If a defect is detected and this is advised to ASE in due time as being under complaint, the items under complaint may only be further processed by the Buyer after prior, express written consent from ASE.
Title to Goods. Title to goods shall only be transferred to the Buyer upon receipt of full payment and once Goods have been delivered according to the agreed Incoterms. Until these conditions have been met, ASE retains ownership of the goods.
ASE shall ensure that the Goods shall be without production defects and shall guarantee their compliance with agreed written technical specifications. ASE shall at its entire discretion, replace Goods proven to be defective (or the damaged part of a delivery) with new ones if defects are due to a fault in production. ASE will provide a new despatch forecast for replacement of the defective Goods, providing the quantities to be replaced reach the production minimum. Otherwise, ASE will refund the value of the Goods, providing the claim is justified and accepted by the Seller. Under no circumstances will ASE‘s liability exceed the purchase value for the Goods.
- Limitation of Liability:
ASE shall, under no circumstances, be liable to Buyer for any direct or indirect third party claims or damages arising out of this transaction or the use or misuse of the Goods or any part thereof, whether based upon breach of contract, warranty, negligence or any other legal claims.Force Majeure (for further details see International Chamber of Commerce FORCE MAJEURE CLAUSE 2003, which will be supplied on request).The Parties shall be liable under the terms of the Contract and these Terms and Conditions, except in the event of Force Majeure. In such a case, the Party suffering a Force Majeure event is obliged to notify the other Party immediately by Email (email@example.com) or Fax (+39 049 876 4411). In the event that the Force Major situation subsists for more than 50 days, the Contract shall be deemed terminated by both parties.
Force majeure is an event which cannot reasonably be anticipated at the time the Contract is concluded between the Parties and brings about non-performance or delay in accomplishing the contractual obligations by one of the Parties. Such events, which may relieve a Party from at least part of its obligations under the Contract, shall include but not be limited to the following (for more extensive list of events see ICC FORCE MAJEURE CLAUSE 2003):
- War, terrorism, declaration of state of emergency
- Major accidents, fire or flood; act of God
- prolonged break-down in transport
- Restrictions or sanctions imposed by any Government or Governmental order
- Only this English text shall be considered authentic.
- Neither addition nor modification to these Terms and Conditions shall be valid unless in writing and signed by ASE
- Severability : Should one or more provisions of this Agreement be judged to be invalid, the validity of the remaining provisions of this Agreement shall not be affected thereby.
- Competent law, Jurisdiction:
Any disagreement between Parties shall be settled in good faith. If no solution can be found, the Parties may resort to the courts of Padua, Italy, which has exclusive Jurisdiction. These Terms and Conditions shall be governed by, construed, and enforced in accordance with the laws of Italy. Any dispute relating to or arising from the acceptance, interpretation, or observance of these Terms and Conditions, or by any contract agreed between the Parties, shall be settled in accordance with the substantive laws of Italy, to the exclusion of any conflict of laws’ provisions of Italy or any other jurisdiction. ASE, however, reserves the right to bring its action before a court in the place where the Buyer has his registered address.
Piazza De Gasperi 18,
I – 35131 PADUA,
Tel. +39 049 877 4094
Fax. +39 049 876 4411