- ACCEPTANCE OF THE CONTRACT
Each order is accepted and each supply managed under the General Conditions of Sale indicated below; therefore, the placing of an order, or acceptance of the offer in any form, are valid as an express and full acceptance of these General Conditions of Sale without reservation of any kind, unless the reservations have been confirmed in writing by SIGMAC2.0. For anything not provided for by the General Conditions of Sale below, only the rules of the Italian Civil Code will apply. These General Conditions of Sale are valid exclusively for direct contracts with SIGMAC2.0.
By accepting this contract in any form indicated above, the Purchaser agrees that the regulation of the existing relations between your Company and the Supplier (SIGMAC2.0) will be regulated exclusively by it, considering any other suitable form to be null regulate existing relations between the parties.
The prices are those agreed in writing; they do not include services, charges or taxes not mentioned. Unless otherwise specified, SIGMAC2.0 prices are intended for goods delivered ex works.
Payment for the supply is made within the terms and methods agreed in writing, otherwise the legal terms of Legislative Decree 231/2002 and subsequent amendments apply. If a bill payment is agreed, the Buyer’s expenses, taxes, and any consequent charges are to be borne by the Purchaser. Checks, promissory notes, bills of exchange drawn and bank receipts are considered payments made only for their successful completion. In the case of deferred payments, failure to pay a deadline entails the forfeiture of the deadline for the others as well, pursuant to art. 1186 CC (Civil Code). If SIGMA C2.0 provides reasonable reasons and offers compliance within a reasonable time, any delays in deliveries of materials, or in assembly, do not give the Buyer the right to defer / suspend payment beyond the contractual deadlines. Failure to pay for any reason authorizes SIGMAC2.0 to suspend further supplies. The buyer will not be able to make any exception, with only the limits set by art. 1462 CC to avoid or delay payment, which must therefore always be made within the agreed term. Failure to pay within the agreed terms will result in the forfeiture of the benefit of the term established in favor of the buyer.
- DELAYS IN PAYMENTS
In the event of late payments, the provisions of Legislative Decree 231/2002 and subsequent amendments are applied. Default interest is due for the period between the contractual expiry and the actual payment date. In the event of default, and / or change in financial conditions, and / or prolonged delay, and / or high overall exposure (also due to other sales), by the Buyer, SIGMAC2.0 reserves the right to apply the provisions of art. 1460 and 1461 of the Italian Civil Code, to undertake the appropriate precautionary actions, and to resort to any other form of permitted self-protection; it is further agreed that in such cases SIGMAC2.0 can suspend any and all supplies, as well as any payments due, also depending on other contractual relationships. Any deferred payment plans agreed in writing or by concluding facts do not constitute a novation of the contract and / or waiver of credit, unless expressly agreed in writing to that effect. In the event of non-payment or delayed payment of the price or one or more installments, subject to notice to comply pursuant to art. 1454 CC, SIGMAC2.0 can resolve the existing relationship. The buyer will not be able to make any exception, with only the limits set by art. 1462 of the Italian Civil Code, to avoid or delay payment, which must therefore always be made within the agreed term. Failure to pay within the agreed terms will result in the forfeiture of the benefit of the term established in favor of the buyer.
- RESERVE OF OWNERSHIP
The sale is intended in any case to be made subject to retention of title, therefore the ownership of the goods remains with SIGMAC2.0 and is transferred to the Buyer only after full payment of the price pursuant to art. 1523 and following of the Italian Civil Code. In the event of termination of the relationship, SIGMAC2.0 has the right to also request the immediate return of the goods. The Purchaser undertakes to inform third parties, who in any capacity enter into a relationship with the goods supplied, of the retention of title that weighs on the same.
The delivery terms are opposable to SIGMAC2.0 if agreed in writing, they start from the date on which the sale is actually concluded, and in any case they must be understood as indicative terms, unless otherwise agreed in writing. In any case, the agreed terms must be understood as extended if the Purchaser does not promptly fulfill the contractual obligations and in particular:
- if payments are not made on time;
- if the Purchaser does not provide in good time the data necessary for the execution of the supply and does not approve the drawings and executive schemes, where required;
- if the Purchaser requests variations during the execution of the order;
- if the Purchaser does not provide any materials supplied by him in good time;
- if causes independent of the good will or diligence of SIGMAC2.0 arise, including proven delays of subcontractors;
- if the delay is due to force majeure.
The delivery terms may also be extended by SIGMAC2.0 if the Purchaser has defaulted in the payment of the sum due for other supplies. The goods are delivered ex works SIGMAC2.0 factory. However, if for any reason, once the materials are ready, the delivery has not taken place due to a fact not dependent on SIGMAC2.0, the delivery is understood for all purposes to be carried out with the simple notice of goods ready and all risks on the materials are transferred. to the Buyer; in this case, in relation to the materials prepared, SIGMAC2.0 can constitute a safe deposit by charging the Buyer for the costs of storage, storage, maintenance, custody, insurance, and the like, applying where possible the rates of the Chamber of Commerce of Monza. In any case, SIGMAC2.0 reserves the right to ship the goods carriage paid, with a charge on the invoice for transport costs, which travel at the Buyer’s risk and peril. In any case, the Purchaser renounces, if permitted by law, to cancel orders due to delays attributable to SIGMAC2.0, any indemnities will be agreed between the parties. No penalty will be payable by SIGMAC2.0 unless expressly agreed in writing, and in any case further damages and compensation are excluded. Standard packaging (stretch film and 1000-bubble sheet) are included in the price. Special packaging (ship crates, cages, etc.) will be charged at cost price.
- ASSIGNMENT OF DEBT
The debt that the Purchaser assumes towards the Supplier cannot be transferred either in whole or in part, without the explicit written authorization of the Supplier.
In the event that a test is required by the Buyer, the delivery is understood to have been made, also for the purposes of calculating any penalties, on the date of communication by SIGMAC2.0 of materials ready for testing. If, within ten days of the communication of materials ready for testing, the Purchaser does not intervene to attend the same, SIGMAC2.0 is automatically authorized to issue a regular invoice. If type tests are required, these will be carried out at the expense of the Buyer.
All SIGMAC2.0 products are covered by a warranty for a period of 2 years from the date of issue of the sales document, provided that the complaint is made, by registered letter with return receipt, within eight days from the date of discovery of manufacturing defects. When the European Directive 1999/44 / EC is applicable (implemented in Italy with Legislative Decree 24/2002 of 02/02/2002 and with Legislative Decree 206 of 2005 and subsequent amendments), the terms are those indicated in the legislation in force. The warranty covers the elimination and / or removal of operating defects occurring during the warranty period and which are attributable to manufacturing errors or defective materials.
The warranty does not cover damage caused by improper use with respect to the installation instructions, the use of interaction with other equipment, disturbances on the power line, electromagnetic compatibility disturbances caused by other devices, non-observance of the instruction booklet, installation carried out in electrical systems that do not comply with current regulations, or anything else that does not depend on a defect in the electrical panel covered by the guarantee.
The warranty is void when changes have been made to the electrical panel, compared to the initial project, not carried out by SIGMAC2.0 personnel or improper maintenance interventions carried out by non-competent personnel.
The repair is carried out:
- With the supply of defective materials only;
- Without any charge for repairs, carried out in the Lombardy region, attributable to production errors of the electrical panel (human error) and / or defective materials;
- By charging only travel expenses for repairs, carried out outside the territorial area of the Lombardy region, attributable to production errors of the electrical panel (human error) and / or defective materials. For defects caused by defective materials, only the latter are replaced without charge.
The repair does not lead to an extension or a restart of the warranty period. The components replaced under warranty become the property of SIGMAC2.0 and will be collected by the staff in charge. The repair is carried out under the warranty conditions only with the return of the defective material.
- consumer products such as fuses and light bulbs;
- materials and parts subject to continuous wear and overvoltage discharges. It is not allowed to return the goods without written authorization from SIGMAC2.0, failing which the goods will be returned to the sender. SIGMAC2.0 assumes no responsibility for products marketed and / or installed in countries where there are standards that do not allow their use.
Any extensions of the standard warranty period (2 years from the date of issue of the sales document), must be agreed in writing between the parties and will be considered accepted by the Supplier following the entire payment, by the Buyer, of the agreed amount. for extended warranty.
The responsibilities of SIGMAC2.0, without prejudice to the mandatory provisions of the law, are limited to the obligations defined in the individual supply and in these General Conditions; in no case SIGMAC2.0 will be able to:
- be held responsible for indirect or immaterial damages;
- be required to compensate for damage exceeding the total amount of the single supply.
The party that invokes some responsibility of the other, as part of its obligations, is required to act with the necessary diligence in order to reduce the damage, and / or prevent the occurrence of further damage. The Purchaser undertakes to promptly inform SIGMAC2.0 in the event of situations such as to lead to the belief that damages of any kind may result from the same.
The data provided by the Purchaser to SIGMAC2.0 will be processed solely for commercial, fiscal, tax and administrative purposes by virtue of the provisions of Regulation (EU) 2016/679, ensuring its protection and respect for privacy.
- DISPUTES AND JURISDICTION
The place of jurisdiction for any dispute is exclusively that of Monza, without the possibility of any modification. Contracts, even if stipulated with foreign customers and for materials supplied abroad, are governed by Italian law.
If the Purchaser intends to make changes of a technical / commercial nature relating to the project governed by the existing contract, he is required to give advance written notice to the Supplier.
If the Purchaser intends to make important organizational changes within his company structure that may affect the project governed by the existing contract, he is required to give advance written notice to the Supplier.
The Supplier will be entitled to withdraw from this contract by giving written notice to the Buyer, in the event that the buyer is declared bankrupt or subjected to insolvency proceedings.
The presence of one or more null or invalid clauses will not affect the validity of the entire contract.