Terms of sale
These General Conditions of Sale (hereinafter also referred to as GCS) come into force on the day of the sales order of any of our products (hereinafter referred to as Product) issued by any natural or legal person (hereinafter referred to as Customer or "Buyer") .
1 - General
The forwarding of the order by the Customer implies its adhesion to the CGV MUTA Srl (hereinafter also called the "Seller"). Any condition established by the Customer, contrary to these agreements, will not be effective against MUTA Srl regardless of the moment in which it will be communicated.
The orders will be valid and the sales contract (hereafter also the "Contract") considered to be signed only from the moment MUTA Srl confirms the order in writing within the agreed time and conditions or from the delivery of the Products. to Customers.
Except for a contract and / or contrary agreement duly accepted by MUTA Srl, the indications of the technical data sheets, user manuals and price offers are communicated for indicative purposes only and may be modified until written confirmation of the order by MUTA Srl whenever there is a change in economic and / or technical conditions and, in particular, in the event of an increase in the price of labor, energy or the purchase price of raw materials. In this case, MUTA Srl will inform the Customer of the new contractual conditions so that they approve them before shipping the Products.
Studies, projects, drawings, digitizations and documents of any nature delivered to the Customers will remain the property of MUTA Srl. They cannot, in any case, be transmitted by the Customer to third parties and / or used in any way by the Customer without prior written authorization from MUTA Srl.
2 - Order
The order only includes the Products indicated in the order confirmation. No confirmed order can be canceled or modified without the prior written consent of MUTA Srl. In the event of confirmation of cancellation or variation by MUTA Srl, this reserves the right to collect the costs and expenses in which it incurred following the order canceled or modified.
In the event that an order has illegal or illegal purposes (e.g. falsification, unfair competition etc.), the Customer must keep MUTA Srl harmless and free from any prejudice and / or damage and / or cost that may derive from civil convictions and / or penalties and must also pay for the undelivered Products.
3 - Prices
The price, terms and conditions of payment are those shown in the order confirmation sent by MUTA Srl and do not include services and charges not expressly mentioned such as, by way of example, interest for deferred payments, taxes, testing costs, assembly, disassembly and / or modifications and / or repairs of existing equipment, connections, tools and consumables, installation and assembly, food, accommodation, travel and local transport costs for the Seller's technicians.
The prices established in the Contract must be considered fixed and invariable. In the event that the customer requests a deferment of delivery times, MUTA Srl may apply a price increase up to a maximum of 10% per year.
4 - Payment conditions
The payments are valid and effective only if made directly to: MUTA Srl S.r.l., Via Labriola 9, 41123 Modena (Italy) (VAT number 02521570362).
The payment conditions are those indicated on the order confirmation and cannot be changed except by signing a specific agreement in derogation, any clauses and conditions that may be reported on delivery notes, quotes, invoices etc. remain ineffective.
The interest paid on deferred payments beyond the deadlines set out in the Contract are agreed to the extent referred to in Legislative Decree 09/10/2002 n.231 and will start from the date of the payment deadline originally agreed between the parties.
Any dispute and / or exception raised by the buyer cannot be a reason for suspension, extension or modification of the agreed payment terms, as provided for by art. 1462 of the civ. In the event of payment of the installment price, the failure to pay even one installment will determine the automatic forfeiture of the term benefit pursuant to art. 1186 code civ.
5 - Delivery and transfer of risks
MUTA Srl will deliver the Products within the term indicated in the Order Confirmation, except as expressly provided for in article 8 of the GCS.
The passage and transfer of the risks relating to the goods sold will take place FCA (Free Carrier), in accordance with the INCOTERMS ICC 2010.
Therefore, MUTA Srl will complete the delivery with the loading of the goods on the vehicle made available to the Buyer or through a carrier / forwarder designated by him.
The loading of the goods will take place at the Seller's premises unless otherwise agreed between the parties. In such cases the delivery will be perfected when the goods will be delivered by the Seller to the carrier / shipper at his premises ready to be unloaded by him.
When the place of delivery is different from the seller's premises, it must be expressly and unequivocally mentioned together with the acronym FCA.
The transfer of risks will take place at the time and place of loading the goods on the means of transport made available by the Buyer, in the event that this operation takes place at the seller's premises, or on board the means of transport, not unloaded, at the carrier / shipper terminal in cases where delivery does not take place at the Seller's premises; or at the end of the time agreed between the parties for delivery in the event of failure by the Buyer to communicate the information relating to it.
In addition to the cases expressly provided for by the law, the bankruptcy or other alternative bankruptcy procedure to which the Buyer should be subject will determine the legal termination of this contract. The Contract will be considered terminated by law also in the event of repeated anomalies in the fulfillment of the Buyer's obligations, having to be understood as "repeated anomalies" the repeated inability of the Customer to comply with the contractual conditions, such as the payment terms, the methods of payment, or when MUTA Srl has news of subjecting the Buyer to executive procedures or protests or other judicial initiatives prejudicial to the successful outcome of the Contract. This contract may also be terminated by mutual consent between the parties at any time, subject to the signing of a specific agreement and with the exemption of any liability of any nature and species, for each Party.
7. Guarantee for defects in the thing sold
MUTA Srl guarantees that the product sold is immune from defects that make it unsuitable for its intended use or significantly diminish its value.
Except as provided in the previous point 5) the validity of effectiveness of this warranty clause is subject to the reporting of defects within 8 days of delivery and for hidden defects within 8 days of discovery and in any case no later than 12 months from delivery.
The report of the defect will be valid and effective only if notified to the certified mail address of MUTA Srl or by registered mail.
Products recognized as defective by MUTA Srl must be returned by the customer. This guarantee is not recognized in the event of improper use of the product, in particular of use not in accordance with the application for which it is intended, deterioration due to an accident, external event, fortuitous event or force majeure, negligence, lack of maintenance or in case of subcontracting and defective design by the Customer.
This warranty also excludes products that have undergone transformations or modifications after delivery.
A new term of 12 months from the date of shipment will run on products replaced or overhauled under warranty. On overhauled products the warranty is 6 months.
In the event of an ascertained manufacturing defect, MUTA Srl will take care of the replacement or repair of the defective parts which will take place with collection and delivery of the same at the customer's premises free of charge.
With the delivery of the replaced or repaired parts MUTA Srl will have fulfilled its guarantee obligation.
The warranty does not cover all parts that may present defects due to negligence or neglect in the use or failure to comply with the assembly instructions or that have been modified after delivery by unauthorized personnel.
The Seller is not liable for the time necessary for the replacement or repair of the goods under guarantee, nor for any alleged damages due to loss of chance or profit, loss of profit or intangible damages or any other possible damage from a defective product.
In the event of late payments or even partial insolvency of the Customer, MUTA Srl is exempt from the obligation of guarantee and intervention for repairs.
MUTA Srl undertakes to make available for the customer the spare parts necessary for the maintenance and overhaul of the product until the cessation of production, unless otherwise agreed. On spare parts, the warranty granted by MUTA Srl is 6 (six) months from delivery.
8. Force majeure and subsequent impossibility
None of the Parties will be held guilty or liable for damages in any way that have occurred to the other party for breaches or delays in the fulfillment of the obligations under this contract which are caused by events of force majeure or supervening impossibility, including, by way of example and non-exhaustive, fires, floods, earthquakes, civil wars, strikes or other unrest of workers, delays in transport, breakdown of plants and, in general, from any other cause that cannot in any way be dominated or controlled by the defaulting party. Both Parties undertake to give immediate written notification of it.
Upon the occurrence of one of the aforementioned events, the party released due to the impossibility of the performance due cannot request the counter-performance and must return the one he has already received.
If the performance of a party has become only partially impossible for one of the events described in the previous point, the other party will be entitled to a corresponding reduction in the performance due by it and may withdraw from the contract if it has no appreciable interest in the partial fulfillment .
9. Applicable law - Jurisdiction
These GCS are governed exclusively by Italian law. Pursuant to Article 6 of the Vienna Convention signed on 11 April 1980 relating to the international sale of real estate, the parties agree that the same will not apply with reference to this Agreement.
The parties agree that the only exclusive judge competent to hear all disputes concerning the execution or interpretation of the relationships governed by this contract is the Court of Modena, with consequent inapplicability of Article 5 n.1, lett b ) of EC Regulation n.44 / 2001.
10. Final provisions
This Agreement constitutes the entire agreement between the parties, and replaces any previous agreement, or contract entered into between the parties or their representatives. This Contract, if necessary, is drawn up in two copies in Italian and in the foreign language requested by the Buyer, each of which will be considered an original and both constitute and represent the same Contract.
Any contrast should emerge in the interpretation of the provisions contained in the Italian and English (or other foreign language) version of this Agreement, the Italian version will prevail.
Any modification or addition to the provisions of this Agreement will be effective only and exclusively if approved and agreed in writing by the parties.
Any communication relating to this Contract must be notified by certified e-mail or by registered mail to the domiciles elected for the purposes of this Contract:
certified mail: firstname.lastname@example.org