TERMS AND CONDITIONS OF TRADE (“CONDITIONS”)
1.1. “Supplier” means IC Filling Systems s.r.l, Via Roma 16, Telgate, (BG) 24060, Italy
1.2. “Customer” means any person, firm, company or unincorporated association, which orders or buys Goods from Supplier.
1.3. “Contract” means an individual legally binding contract between Supplier and Customer created when an Order placed by Customer is accepted by Supplier according to these Conditions.
1.4. “Goods” means the goods and/or, services that are the subject of the Contract and any instalment thereof.
1.5. “Invoice” means the invoice given or despatched to Customer detailing the Goods and the Price.
1.6. “Order” means any order placed by Customer, either verbally or in writing (whether by letter, fax or e-mail), for the supply of Goods by Supplier to Customer.
. “Price” means the total price to be paid by Customer to Supplier for the Goods as specified on the Invoice which shall include VAT where applicable and/or other taxes, duties and appropriate other charges.
2. ACCEPTANCE OF ORDERS
2.1 Any quotation relating to Goods supplied by Supplier shall not constitute an offer capable of acceptance by Customer but an invitation to place an Order. Orders shall be accepted entirely at the discretion of Supplier and, if accepted, are governed by these Conditions.
2.2 The conditions set out herein cannot be altered, added to or substituted by other Conditions unless expressly accepted in writing by a person authorised to sign on Supplier’s behalf. 2.3 An Order shall be deemed to have been accepted by Supplier on the earliest of:
2.3.1 the acceptance by Supplier of payment in cleared funds for the Goods;
2.3.2 despatch to Customer of a note advising that the Contract has been recorded and will be fulfilled once the Goods to which the advice note relates are available;
2.3.3 delivery of the Goods to Customer or Customer’s nominee; or
2.3.4 in the case of Goods, which are services, commencement by Supplier of supply of the said service or Supplier having provided Customer with access to the said service.
3. DELIVERY OF GOODS
3.1 Unless otherwise agreed with Customer, Supplier shall affect delivery of Goods through a carrier nominated by Supplier at Customer’s expense.
3.2 Delivery to Customer shall be deemed to have taken place when the Goods are placed with Customer or Customer’s nominee at the address specified by Customer.
3.3 Risk in the Goods shall pass to Customer on delivery.
3.4 Any time or date for delivery given by Supplier is given in good faith but is an estimate only and time of delivery shall not be made of the essence by notice.
3.5 Supplier reserves the right to make deliveries by instalments in all cases. Where Goods are delivered by instalment, Customer shall not be entitled to treat defective delivery in respect of one or more instalments as a repudiation of the whole of the Contract nor to defer payment for any previous instalment.
4. PROPERTY IN THE GOODS
4.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, property in the Goods shall not pass to Customer until Supplier has received in cash or cleared funds payment in full of the Price and of all other sums which may be due by Customer to Supplier at the time the Price is so paid in full.
4.2 Until property in the Goods passes, Customer shall keep the Goods free from any lien, charge or encumbrance and Supplier may at any time require the Goods to be returned to it by Customer and if such requirement is not met within three days Supplier may retake possession of the Goods and may enter any premises of Customer (including locked and steadfast premises) for that purpose. Customer shall hold the Goods as Supplier’s fiduciary agent and custodian and shall keep them separate from its property and from that of third parties and properly stored, protected and insured and identified as the property of Supplier.
4.3 If Customer shall sell or otherwise dispose of or process the Goods (or any part thereof) it shall receive and hold as trustee for Supplier the proceeds of such sale, disposal or process or other monies derived from or representing the Goods (or any part thereof) (including insurance proceeds) and shall keep such proceeds or other monies separate from any monies or property of Customer and/or third parties, and shall as soon as possible after receiving the same pay such monies to Supplier or into a separate account in trust for Supplier.
4.4 Supplier shall be entitled to sue for the Price once payment is due notwithstanding that property in the Goods has not passed to Customer.
5. PRICE AND PAYMENT
5.1 Price shall be paid in full in cash or cleared funds on or before the date shown on the Invoice as the due date for payment (“Due Date”) (unless otherwise agreed in writing). Time for payment shall be of the essence.
5.2 Unless otherwise agreed with Customer, quotations are valid for 30 calendar days from the date of quotation.
5.3 The Invoice shall be given or despatched by Supplier to Customer on the date of delivery or as soon as reasonably practicable thereafter provided that Supplier reserves the right to despatch further Invoices to Customer in respect of increased or other charges payable under these Conditions and not ascertainable at the time of despatch of the original Invoice.
5.4 If the Price is not paid in full by the Due Date Supplier may:-
5.4.1 cancel or suspend any further deliveries to Customer (under any Contract);
5.4.2 appropriate any payment made by Customer to such of the Goods under this or any other Contract) as Supplier may think fit (notwithstanding any purported appropriation by Customer); and
5.4.3 charge Customer interest (both before and after any decree) on the outstanding amount at a rate of 5% per annum above the base rate of the Royal Bank of Scotland plc from time to time, until payment is made in full (a part of a month being treated as a full month for the purposes of calculating interest).
5.5 Customer shall reimburse Supplier (on a full indemnity basis) all costs and expenses incurred by Supplier in connection with the recovery of any money due to Supplier under the Contract.
5.6 Payment made by Customer to Supplier shall be applied by Supplier to Invoices, and to Goods listed in Invoices, in such order or manner as Supplier shall, at its entire discretion, think fit.
5.7. Except with the express agreement in writing of Supplier, no deduction shall be made by Customer from any payment for Goods for or on account of any matter or thing whatsoever including, but not limited to any set-off, compensation, counter-claim or present or future taxes.
6. CANCELLATION OF CONTRACTS
6.1 No order or contract may be cancelled without the agreement of Supplier.
7. WARRANTIES GUARANTEE AND LIMITATION OF LIABILITY
7.1 Supplier warrants that whilst reasonable care is taken to ensure the accuracy and completeness of the Goods, Supplier makes no representations or warranties whatsoever (whether express or implied at common law or otherwise) regarding fitness for purpose, performance, use, nature or satisfactory quality of the Goods or that the Goods are free from defects and other than as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.2 Customer shall inspect the Goods immediately upon delivery and shall notify the carrier in writing of any shortages, damage to or defect in the Goods, such notice to be given by affixing a notation on the Delivery Note accompanying the Goods. Further, within 7 days of delivery (time being of the essence) Customer shall give notice in writing to Supplier of any alleged shortages in the Goods or of any damage to or defect in the Goods or of any other matter or thing by reason whereof Customer alleges that the Goods are not in accordance with the Contract. If Customer shall fail to give such notice, then the Goods shall be conclusively presumed to be in accordance with the Contract in all respects and Customer shall not (subject to clause 7.3) thereafter be entitled to reject the Goods or to claim from Supplier in respect of any shortage, damage or other defect in the Goods.
7.3 In the case of damage or other defect in the Goods which was not apparent on reasonable inspection, notice shall be given to Supplier within 7 days after discovery of the damage or other defect, otherwise clause 7.2 shall apply.
7.4 If requested by Supplier following notification of a claim, defective/damaged Goods shall be returned promptly by Customer to Supplier at the Customer’s expense.
7.5 Where a claim is made in under clause 7.2 or 7.3, which Supplier accepts, Supplier may at the Supplier’s sole discretion
7.5.1 replace the said Goods (or the part in question) free of charge; and/or
7.5.2 refund Customer all or part of the Price; and/or
7.5.3 cancel Customer’s liability to pay all or part of the Price and thereafter Supplier shall have no further liability to Customer.
7.5.4 The warranty for all the goods supplied is intended in the replacement free of charge of any parts deemed faulty or entirety of equipment at the premises of the factory where they were produced, and the warranty does not cover the costs of labour or technical intervention at the customer premises, including travelling time, air fares and other ancillary costs. The warranty is valid at the factory where the goods were produced. The warranty for electric items is covered exclusively by the warranty of the manufacturers of the aforementioned electrical goods or parts and any replacement send while this claim is investigated is considered supplied on sale or return .All charges for courier or shipping of replacement parts under warranty is deemed to be at the Customer’s charge.
7.6 Except in respect of death or personal injury caused by Supplier’s negligence, Supplier shall not be liable to Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law (including delict), or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use by Customer, and the entire liability of Supplier under or in connection with the Contract shall not exceed the Price of the Goods, except as expressly provided otherwise in these Conditions.
8. FORCE MAJEURE
8.1 Supplier shall not be responsible for any delay or failure to fulfil any of its obligations under the Contract nor be liable for any loss or damage suffered or incurred by Customer by reason of any delay in delivery of the Goods or any part thereof caused directly or indirectly by any of act of God, war, government or parliamentary restriction, import or export regulation, strike, lockout, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or non-delivery of any supplies or any other cause whatsoever beyond the control of Supplier.
9.1 In the event of Customer committing any breach of any term or provision of the Contract (including, for the avoidance of doubt, these Conditions), going into liquidation, having a Receiver, Administrator, Judicial Factor or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or notour bankrupt or apparently insolvent or granting any trust deed or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole opinion of Supplier, render any of the foregoing likely to occur then Supplier shall be entitled, without notice and without any liability whatsoever, to terminate the Contract forthwith and to enter Customer’s premises for the protection, removal, realisation and disposal of any of the Goods in which property shall not have passed to Customer in accordance with these Conditions. Supplier shall also be entitled to cancel all Contracts or any part thereof remaining unfulfilled between Supplier and Customer and to sell to any other party or otherwise dispose of and deal with the Goods.
9.2 Termination of the Contract shall not discharge any pre-existing liability of Customer to Supplier and on such termination Supplier shall be entitled to recover from Customer such loss or damage as Supplier has suffered by reason of such termination.
10.1 No failure of or delay by Supplier to exercise any right, power, remedy or privilege shall operate as a waiver of the same.
10.2 If any provision of these Conditions shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected.
10.3 Any notices or other communications required or permitted to be given by Supplier to Customer, or vice versa, under these Conditions shall be in writing and sent, in the case of notices to Supplier, to the address given in these Conditions (or such other address as may be intimated to Customer from time to time) and, in the case of notices to Customers, to Customer’s last known address. Notices and other communications shall be sent by first class mail, facsimile transmission or delivered by hand and shall be deemed to have been received, in the case of first class mail, 72 hours after posting, by facsimile transmission, on the completion of the transmission and by delivery by hand, at the time of delivery.
10.4 The amount of any sum due by Customer to Supplier under the Contract shall be sufficiently ascertained by a certificate under the hand of the Secretary or a Director or any other authorised signatory of Supplier and such certificate shall be final and binding on Customer for every purpose and, in the case of Contracts between Supplier and Customers to whom Goods are delivered or services provided in Scotland, Supplier and Customer consent to the registration of the Contract and any such certificate for preservation and execution.
10.5 Supplier shall be entitled, in its entire discretion, to alter these Conditions or any of them at any time or from time to time whether by way of variation and/or substitution and/or deletion of the subsisting provisions and/or adding new provisions and these Conditions as so altered shall apply to Contracts whether current at the time or entered into hereafter, provided always that in the case of each Contract then current one month’s prior notice in writing shall be given by Supplier to Customer setting out the amended Conditions and the effective date thereof (such notice may be posted on Supplier’s website)
10.6 Supplier may without the prior written consent of Customer assign any benefit or transfer, delegate or sub-contract any of its duties and obligations under these Conditions.
12. JURISDICTIONS AND GOVERNING LAW
12.1 This offer shall be governed in all respects by the law of Italy and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Italian Courts.