1 Order and order confirmation
1.1 The contract can be considered concluded in San Benedetto del Tronto – Italy – with the receipt by Western CO. S.r.l. of the order confirmation signed by the customer within 2 (two) working days. The orders must be transmitted by fax or e-mail; orders by phone will not be accepted.
1.2 Western CO. s.r.l. has the right to send an order confirmation that is not in compliance with the order; in this case the order confirmation is valid as a new proposal and the conclusion of the contract will happen as foreseen in the previous point 1.1, with the receipt by Western CO. s.r.l. of the order confirmation signed by the customer within 2 (due) working days. The contract is governed only by these general conditions which are accepted by all customers.
2 Industrial property rights 2.1 The Customer acknowledges that all industrial property rights relating to products (such as patents, technology, etc..) belong exclusively to the SUPPLIER.
2.2 The Customer binds himself not to reproduce or make reproduce by others the Products for any reason for the whole duration of the contract and also after the end of the same.
2.3 In case of any disputes with regard to the transgression of obligations under this Article, Customer will be charged with the burden of proof of not having violating them.
3 Delivery and supplying
3.1 Unless otherwise agreed in the order confirmation, the terms of supplying fixed in the order are calculated from the date of transmission of the order confirmation signed by the customer to the SUPPLIER and they are only indicative and not binding.
3.2 If the SUPPLIER foresee to be unable to deliver the Products to the agreed delivery, he shall promptly notify the Customer, indicating the reasons for the delay and, where possible, the expected delivery date.
3.3 It is not also attributable to the Supplier any delay due to force majeure or to acts or omissions of the Customer (ex. Non-communication of necessary information for the manufacturing of the Products) or justified by non-fulfilments of the customer (ex. non-effectuation of anticipated payments).
4 Shipment and delivery -Complaints
4.1 Unless specific agreements, the delivery is made “Ex Works” and therefore any responsibility and risk related to the goods’ transportation are transferred to the customer; this also applies when the transport of the goods, on request and assignment of the customer, is effected directly from the SUPPLIER and/or organized on behalf of the customer.
4.2 Upon delivery of the goods, the customer must verify the integrity of packages and the quantitative and qualitative correspondence with what it is indicated in the Delivery Note / Invoice / Packing List. In case of discrepancies they must be reported on the same document and confirmed within eight days by fax or registered letter, to the SUPPLIER in the person of the sales representative. Any hidden anomalies must be reported in writing by fax or registered letter within the above mentioned term. Each signalling beyond the abovementioned terms will not be considered.
4.3 Any complaints or disputes do not entitle the customer to suspend or otherwise delay payments of the Products that are subject of dispute and of other eventual supplying.
5 Omitted collection of the products
5.1 If the Customer does not collect the products in the place that is indicated in the order confirmation, it will be “put in suit” from the date of delivery.
5.2 The contract will be considered rescinded, for fault of the customer that did not retired the goods after fifteen days from the date of the notification that he is in arrears.
5.3 In addition to the payment of the agreed price and to the eventual interests with the rate that is indicated in the following art. 7.2 , the customer must refund to Western CO. S.r.l. all transport expenses and all expenses relating to the safekeeping and preservation of products.
6 Prices – Payment conditions – Resolution
6.1 Unless otherwise agreed, prices refer to products packaged by the customs of the field in relation to the agreed means of transport , Ex Works.
The payment must be effected within and no later than the terms agreed between the parties.
6.3 In case of delayed payment than the established date, the customer must pay to the SUPPLIER a minimum interest on delayed payment equal to the interest of law identified with D. Lgs. 231/02 , of transposition of the Directive 2000/35/CE relative to the fight against delayed payments in commercial transactions.
If the SUPPLIER has reason to fear that the customer cannot pay or does not want to pay the Products at the agreed date, he can subordinate the delivery of the Products to the request of adequate guarantees of payment (ex. surety ship or bank warranty).
6.4 If, upon notification to the customer of a threat of recession from the contract, the customer does not pay within a reasonable prescribed time, the SUPPLIER is authorized to terminate the contract by registered letter with effect from the date of its receipt by the customer.
7 Warranty for defects
7.1 The SUPPLIER guarantees the good quality and good construction of the Products binding himself, during the warranty period stated below, to repair or to replace free the parts that result defective owing to poor quality of the material or defects in workmanship, if this is not due to natural wear, to faults caused by incompetence or negligence of the customer, to imperfect mounting, to tampering and to interventions that have not been authorized by the SUPPLIER.
7.2 The warranty period is 24 months from the delivery date and it ceases at the expiry of the term even if the Products have not been put in function for any reason. The right to warranty is subordinated to the respect of the art. 4.2.
7.3 Except the case of fraudulent intention or negligence, in case of defects, lack of quality or lack of conformity of Products, the SUPPLIER is only required to repair or replace them, in conformity with the art. 7.1. The abovementioned obligation of repairing or replacing the Products includes the warranties or responsibilities of any kind required by law (ex. for vices, lack of quality or conformity defects of the Products) and it excludes any other responsibility of the seller (both contractual and extra contractual due to defects, lack of quality or non-compliance of the supplied Products (ex. reimbursement of the damage for inactivity of the system, for lost earnings, and so on).
8 Force majeure
8.1 Each part may suspend the execution of its contractual obligations when such execution became impossible or unreasonably
burdensome owing to an impediment that is independent from its will such as, for example, strike, boycotting, lock-out, fire, war (either declared or not), civil war, riots and revolutions, requisitions, embargo, laws, regulations or orders of public authorities, power cuts, delays in delivery of components or raw materials.
The abovementioned eventual circumstances which may occur before the conclusion of the contract will entitle the abovementioned suspension only if the consequences on the execution of the contract could not be foreseen at the time of its conclusion.
8.2 The part who wishes to avail itself of this clause must communicate immediately in writing to the other part the occurrence and cessation of the circumstances of force majeure.
8.3 If the suspension due to force majeure lasts more than six weeks, each part has the right to terminate this contract, prior notice of 10 days, to be communicated to the other part in writing.
9.1 The order cancellation will be accepted only if the customer will pay to the SUPPLIER the expenses for the work that has been already effected, calculated on the basis of costs actually incurred.
10 Applicable Law and Exclusive Court
10.1 For consensual agreement of the parties, the contract parties is governed by Italian law.
10.2 The Exclusive Court competent for any eventual dispute that may arise in connection with this Agreement, to its interpretation or to its contents, is the Court of Ascoli Piceno.
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