1. General Information
The terms of sale laid out herein shall govern any
and every supply of any product whatsoever of the company MGM motori elettrici
S.p.A. (hereinafter MGM or the Company), whether or not appearing in a
promotional catalogue or communicated by the Company, also through its own
sales network. Any waiver which may be accorded shall be specifically approved
in writing by MGM, otherwise shall be considered as not having been made. Any
conditions placed by the client on the order transmitted to MGM shall not be
taken into account, unless expressly and specifically approved of in writing by
MGM in the order confirmation. Unless otherwise agreed, the general terms and
conditions of sale subject hereof shall govern all the contractual sales
relations between the parties hereto, both currently and in the future. The
issuance of a purchase order shall imply the unconditioned acceptance of the
general terms and conditions of sale subject hereof, and where accepted by
appropriate order confirmation such terms and conditions of sale shall wholly
constitute the contact pursuant to section 1326 of the Italian Civil Code.
2. Offers and Order Confirmation
An offer of sale sent by either MGM or its own sales
network and shall be considered valid and effective for 30 days following the
date of issuance, save where an alternative expiry date is stipulated in the
offer itself. A specific order confirmation so as to confirm the agreement
shall be issued pursuant to the acceptance of an offer of sale via a purchase
order.
The purchase order received by either MGM or its
sales network shall not be considered binding unless expressly accepted with a
specific order confirmation document in writing issued by MGM. Orders shall not
be accepted by tacit agreement. Any verbal agreements made by agents,
representatives and/or MGM employees shall be confirmed in writing via the
issuance of an order confirmation in order to be deemed valid. The information
contained in promotional brochures, catalogues, website and price lists as
illustrated graphically and the technical characteristics and any pertaining
technical detail related to, for example, size, weight, power are strictly
indicative only. MGM reserves the right to make any modifications whatsoever to
its products, of either a technical or design nature, whether deemed opportune
or necessary, as well as to vary the listed prices in function of varying
production costs whenever it sees fit.
3. Prices and conditions of payment
The agreed prices are those listed in the order
confirmation and, unless otherwise agreed in writing, shall be regarded as
exworks or exwarehouse (EXW). The prices, unless otherwise stated in writing,
shall include packaging; they shall however expressly exclude, unless otherwise
agreed in writing, transport, insurance and any other duty and/or cost and/or
expense. The stated prices are net of VAT and any other legally applicable tax
or duty. MGM reserves the right to charge the client, prior to delivery, any
increased costs in terms of labour and raw materials of a significant nature
having taken into account normal production costs for a similar or identical
supply, borne in relation to the order received. The payment, unless otherwise
agreed in writing, shall be brought forward and shall be made within thirty
(30) days of receipt of the invoice or other form of payment request equivalent
in content, in legal currency at the domicile of MGM. In the event of an
alternative payment agreement, where the terms are not stated, the conditions
laid out in section 4 of Legislative Decree 231/2002 shall apply. The
acceptance of promissory notes as a means of payment on the part of MGM shall
be understood to be purely at the Company’s discretion. Cheques and promissory
notes are accepted with recourse factoring, that is upon the condition of the
effective collection at the expiry date, and not without recourse factoring.
MGM reserves the right to request appropriate guarantees for punctual payment
of the amount on or before the agreed due date. Any nonpayment or payment
subsequent to the agreed due date shall automatically give rise to interest
payments pursuant to the terms of section 5 of Legislative Decree 231/2002,
removing the need for the instigation of default proceedings. Any delay in
payment beyond the due date superior to thirty (30) days shall result in the
automatic suspension of supply and any other deliveries, save for the faculty
of MGM to cancel every order and withdraw from the contract, and to seek
compensation for greater damages incurred as a consequence of the non execution
of the order due to reasons for which it can not be held responsible, without
the client being able to lay ay claim for any title or reason. The compensation
of credit between the parties is expressly excluded. Any claims or challenges
raised by the client in relation to the goods sold shall not give rise to any
suspension of payment.
4. Terms and conditions of delivery
The delivery terms stated on the order confirmation
are purely indicative and to which a normal level of tolerance shall be
afforded regarding the time required for the complete realization of each
product specification, as stated in summary form in the order confirmation.
During this period the client may not lay any claim for any reason whatsoever
for any delay. MGM shall not, moreover, be liable for any delay resulting,
either directly or indirectly from: a) fortuitous events or events resulting
form force majeure, including but not limited to, lockout, strike action or
absence from work, epidemics, war, fire, flooding, atmospheric events of a
significant degree or natural disasters, industrial accidents, interruptions or
delays in transport, anomalies of performance and/or defective components suffered
by MGM and/or its direct suppliers; b) non provision on the part of the client
in a timely way of data and/or material necessary for the correct and regular
performance of the service by MGM; c) delay in payment of the agreed price; d)
suppliers’ delay in the supply of material necessary for the completion of the
order. Any variations requested by the client during the execution of the
order, if and where accepted in writing by MGM, shall give rise to an extension
of the delivery date equal to the time needed to implement the agreed
modification. In the event of a delay in the delivery beyond the afore
mentioned period of tolerance affordable to MGM, the client may seek in writing
the resolution of the contract, with the exclusion of any increased damages.
The delivery shall be deemed to have been completed
to full effect upon the communication in writing by MGM to the client stating
that the goods are available for shipment at its factory or at its distribution
warehouse, or upon delivery of the goods to the forwarder or carrier. Upon
delivery of the goods to the forwarder or carrier MGM shall be freed from any
and every liability related to said goods.
Shipment shall be made using means of transport and
carriers chosen indisputably by MGM, save as otherwise agreed by written
agreement, at the exclusive risk and cost of the client. In no circumstances
may MGM be held liable for any damages, delays and/or loss of goods subsequent
to the shipment thereof. In the event that the goods are to be collected from
MGM’s site or other warehouse, once thirty (30) days have lapsed following the
communication to the client informing same of the availability of the goods
without same being collected by the client, or by a third party acting under
the client’s instructions, MGM may organise the transport or the storage of the
sold goods at the sole risk and expense of the client.
5. Product Warranties
MGM guarantees the sold products for a period of a
year as of the date of delivery (determined by the date stated on the delivery
note). The guarantee includes only the repair and/or substitution exworks of
the defective or malfunctioning piece; for a verified defect of the material
used and/or the workmanship thereof. Any other guarantee and similarly any
indemnification and/or damages for other defects and/or damages, either direct
or indirect, of any nature whatsoever, even in favour of third parties and/or
other machines, including but not limited to those deriving from any of the
following; a use of the good different to that for which it was intended or a
non use of the good for an extended period of time, the implementation or
incorrect assembly or disassembly or incorrect maintenance or maintenance
dissimilar to that prescribed in the instruction manual, normal wear and tear,
exposure to electromagnetic currents, electrochemical currents, chemical
substances, electrical forces, high temperatures, repairs by non authorised
persons and/or persons not employed by MGM, the omission of routine maintenance
as prescribed in the user and maintenance manual are all expressly excluded.
Likewise any compensation for transport and any other incidental costs arising
both before and after any intervention carried out under guarantee is excluded.
The verification of compatibility of the application, the mechanical fixing and
electrical connections with the characteristics of MGM products shall be
performed by the client at its sole risk. MGM shall not be held liable for any
damages arising either directly or indirectly from said applications, fixings,
electrical connections or specific technical requests expressed by the client.
The warranty for replaced or modified components shall expire on the same date
as the original guarantee of the product. The assignment of warranty rights to third
parties is prohibited.
6. Prohibition of Assignment
The assignment of rights deriving herefrom, either
totally or partially, and/or this agreement itself, wholly constituted by the
general conditions of sale subject hereof, to third parties is prohibited
7. Claims
Any claims relating to finished goods shall be
communicated in writing to MGM within and no later than eight (8) days of
receipt of the delivered goods. Any claims shall be sent to the following
address: MGM motori elettrici S.p.A., S.R. 435 Km. 31, 51030 Serravalle
Pistoiese, Pistoia, Italia. MGM reserves the right to seek compensation for
expenses incurred for investigations in the event that the claim should result
in being either groundless or inaccurate.
8. Liability
The liability of MGM shall be limited to the design,
the materials and manufacturing of the product, namely to the aforementioned
guaranteed goods. Consequently any liability for defects and/or damages, also
to third parties, deriving from causes which are accidental and/or not
connected, not even indirectly, to the production of the sold goods and
therefore, in effect, not chargeable to gross negligence on the part of MGM
shall be excluded. In any case, the client and/or user of the good is required,
at his/her own sole liability, to adopt the safety devices and, in general, to
adhere to the governing legal and technical directions in force so as to avoid
the risk of injury to persons and damage to property or equipment resulting
from the use of the goods.
9. Intellectual Property and trademarks
MGM is the sole holder of the intellectual property
and industrial rights of the sold goods. Under no circumstances may the client
use promotional brochures, technical specifications and/or user manuals
supplied to the client together with the goods so as to guarantee the correct
usage thereof, for any other purpose.
10. Place of jurisdiction and court of law
The place of jurisdiction for both parties hereto
shall be the registered offices of MGM in Serravalle Pistoiese (Pistoia),
Italy. The Court of Pistoia shall hear any dispute arising either directly or
indirectly from the contractual relations between the parties hereto, also in
the event of proceedings relating to promissory notes or non payment of
cheques. The contractual relationship subject hereof shall be subject to the
laws of the Republic of Italy, even in the event of supply outside Italy.
11. Confidentiality and Privacy
The data and information deemed necessary or useful
for the correct execution of the confirmed order are strictly confidential and
shall be handled by MGM in complete respect of the privacy law in force, for
the purposes of completion and execution of the contractual relations and for
the administration of the relationship and may be processed by both electronic
and paper means. On issuing an order the client thereby consents to its data
being handled for the purposes and in accordance with the methodology laid out
in the specific guidelines relating thereto, available at the website
www.mgmrestop.com.
In accordance with sections 1341 and 1342 of the
Civil Code the following sections are expressly and specifically approved in
writing: 2) Offers and order confirmation, 3) Prices and conditions of payment,
4) Terms and conditions of delivery, 5) Product warranties, 6) Prohibition of assignment,
7) Claims, 8) Liability, 9) Intellectual property and trademarks, 10) Place of
jurisdiction and court of law, 11) Privacy.