Manufacturer's General Conditions Of Sale0 pages

Varvel SpA

REG. N. 310
UNI EN ISO 9001:2008
UNI EN ISO 14001:2004

Via 2 Agosto 1980, No. 9
40056 Crespellano (BO) - Italy
Tel. +39 051 6721 811
Fax +39 051 6721 825
e-mail varvel@varvel.com
http://www.varvel.com

Capitale Sociale € 2.000.000 i.v.
R.E.A.: BO 173464
C.F./ Reg. Impr.: 00613250372
P.IVA: 00518591201
U.L. - Via 2 Agosto 1980, No. 7/a - 40056 Crespellano (BO) - Italy
U.L. - Via della Solidarietà, No. 29 - 40056 Crespellano (BO) - Italy

MANUFACTURER'S GENERAL CONDITIONS OF SALE
1. Applicability of Conditions
1.1. The general conditions of sale hereto (hereinafter referred to as the
“Conditions") form an integral part of all export sales contracts of
products manufactured by VARVEL SpA, Via 2 Agosto 1980 No 9 40056 Crespellano, Bologna, Italy, Ph. +39.051.6721.811 - Fax
+39.051.6721.825 (hereinafter referred to as the "Products" and the
"Manufacturer").
Except as otherwise expressly provided in writing and signed by the
Manufacturer, these Conditions shall be the only rules governing
such sales.
1.2. All offers, acceptance of orders and deliveries by the Manufacturer
shall be made pursuant to the Conditions hereto, except as
otherwise expressly provided in a writing signed by the
Manufacturer; in any event, acceptance of such Products sent by
the Manufacturer shall imply acceptance by the buyer of the
Conditions hereto.

4.3.

4.4.

4.5.

2. Execution and subject matter of the contract
2.1. The contract shall be deemed to have been entered into at the
moment in which the ordering party becomes aware of the
Manufacturer’s acceptance, or in the absence of said occurrence, at
the time of delivery of the Products to the ordering party. Orders
may be accepted only if signed by the buyer and provided that said
orders contain the technical data necessary to identify the
specifications of the ordered Products.
2.2. Orders which are not confirmed in writing shall not be deemed
accepted unless the orders are duly filled by the Manufacturer.
2.3. Partial delivery of Products ordered shall not imply acceptance of
the whole order, but only acceptance of the Products actually
delivered.
2.4. In any and all cases, the execution of the contract of sale shall be
deemed to have taken place at the Manufacturer’s headquarters.

4.6.

5. Prices and Payment Terms
5.1. The Product prices shall be those indicated in the Manufacturer's
price list effective at the time of the delivery of the Products. If any
delay in delivery of the Products occurs through the fault of the
buyer and if the Manufacturer’s list prices have increased between
the time at which the offer was made and the time of delivery of the
Products, the buyer shall pay the increased prices.
5.2. Except as otherwise agreed upon in writing, payments for the
Products must be made prior to the anticipated date of delivery of
the Products by means of bank transfer (to the bank and account
number indicated in writing by the Manufacturer from time to time) or
by means of an irrevocable letter of credit, confirmed by a primary
Italian bank, in compliance with publication 500 of the International
Chamber of Commerce, as updated from time to time, and valid for
at least 30 days from the anticipated date of delivery of the Products
in question.
5.3 In the event of late payment, in addition to compensation for any
damage suffered by the Manufacturer, the Manufacturer shall be
entitled to receive delay payment interest at a rate based on art. 5,
co. 2 of d. lgs. n. 231/2002 plus 5% (five percent), without being
obliged to give the buyer any notice of default. It is understood that,
in the event of late payment, the buyer shall lose the benefit of
Article 1186 of the Italian Civil Code and the Manufacturer shall be
entitled to require the immediate payment of the total purchase price
of all Products ordered by the buyer, even if undelivered, or the
providing of sufficient guarantees to cover all such sums.
5.4. If the delay in payment exceeds 20 (twenty) days, the Manufacturer
shall be entitled to terminate the contract in respect of the Products
not yet delivered, upon written notice of its election to do so, without
prejudice to the Manufacturer’s right to compensation for any
damages suffered. It is understood that the buyer may not make any
claim against the Manufacturer as a result of the Manufacturer’s
termination of the contract.
5.5. If the buyer fails timely to meet even one of the payment deadlines
set in respect of an earlier order which the Manufacturer has already
filled, then even if the contract of sale has already been entered into
within the meaning of Article 2 above, the Manufacturer shall be
entitled, without any formalities including having to notify the Buyer
of such default:
- not to fill any further order and to refuse to deliver the Products;
- or alternatively, to delay delivery of the Products ordered until
such time as all previously outstanding debts owed by the buyer
to the Manufacturer have been paid.

3. Delivery of Products
3.1. All delivery terms given shall be deemed to be approximate only and
non-binding. The buyer, by acceptance of a late delivery, waives any
and all rights relating to the delay. The delivery terms, in any case,
shall run from the date of receipt by the Manufacturer of the final
order specifications supplied by the ordering party. The
Manufacturer expressly reserves the right to make partial deliveries
of any order.
3.2. The Products shall be delivered "Ex Works" [said term, as well as
any alternative delivery term that may be agreed upon in writing,
shall have the meaning given to it in the most recent edition of the
ICC Incoterms (2010)]. In any case, from the moment in which the
Products are delivered by the Manufacturer to the carrier or the
forwarding agent, they shall be transported at the risk and peril of
the buyer. The Manufacturer shall not enter into any transportation
agreement and shall not insure the Products to be shipped, except
upon the express order of and at the expense of the buyer.
3.3. The buyer agrees to collect the Products or to accept delivery
thereof as soon as it receives notice that the Products are ready and
at its disposal and, in any event, within 10 (ten) days of the date of
said notice. Following the expiration of said 10 (ten) day period, the
Manufacturer shall under no circumstances be responsible for the
custody and insurance of the Products. In the event that, due to lack
of space, it is not possible for the products to be held in the
Manufacturer's warehouse, then they may be deposited in other
storage depots at the buyer's sole risk, peril and expense.
3.4. In any case, it is understood that the payment terms shall run from
the date of the notice that the Products are ready and at the buyer’s
disposal.
4. Claims; Warranty
4.1. The Manufacturer warrants that the Products supplied shall be of
good quality, but expressly excludes from said warranty those
defects that may arise as a result of the incorrect, inadequate or
improper use, assembly and/or installation of the Products. The
warranty shall have a limited duration of 1 (one) year following the
date of delivery of the Products.
4.2. Any claims relating to the non-conformity of or any visible defects in
the Products must be made within 8 (eight) days following the date
of delivery of said Products and shall be deemed waived if not made
within that time. Any claims relating to any possible hidden defects

Rev. 04 of 19/05/2011

must be made within no more than 8 (eight) days following the date
of their discovery.
If the buyer fails to give such notices, the buyer shall be deemed to
have waived any claims for the defects or non-conformity of the
Products.
In accordance with the terms of Article 4.1 above, for a period of 1
(one) year following the date of delivery of the Products, the
Manufacturer agrees to repair or replace defective Product parts
free of charge, at its place of business or at any other place
indicated by it. The buyer shall send, at its own expense, the parts
or Products to be repaired and the Manufacturer shall examine said
parts or Products to determine whether they are defective and
whether the Manufacturer is responsible for the defect; in such case,
and, at its sole discretion, the Manufacturer shall repair or replace
said parts or Products and shall deliver said parts or Products to the
Buyer "Ex Works" (ICC Incoterms 2010). Any other compensation or
indemnity is expressly excluded.
In any event, the warranty shall be rendered void and invalid if: a)
the prescribed type and quality of lubricant is not used; b) the
Product is caused to function in excess of the recommended limits;
c) the Product is used incorrectly, or d) the Product is tampered with.
It is understood that any possible verification or repair of the
Products or parts thereof by the Manufacturer, either during or
subsequent to the warranty period, shall under no circumstances
give rise to a fresh or extended warranty period.

6. Manufacturer’s right to terminate the contract
6.1. The Manufacturer shall be entitled to terminate the contract at any
time, at its sole discretion, in the event that the buyer encounters
technical or supply difficulties and if any change in the buyer’s
economic condition occurs, including any change in the buyer’s

1/2

General Conditions of Sale GB.doc