Eurotubi's General Conditions of Sale
1.1 All sales made by Eurotubi Srl, Zona Ind. Bellocchi, Via Filippini, 4, 61032 Fano (PU), Italy, Vat registration No. 01020180418, (hereinafter referred to as Eurotubi) shall be governed by these conditions of sale, even if they are not explicitly referred to in the relevant agreement, order or confirmation.
1.2 In case of products sold in the United States of America or Canada, the retention of title clause under art. 12 below shall not apply.
1.3 Neither party may invoke any rules and regulations, clauses, derogatory conditions or conditions other than these general conditions of sale, unless they are explicitly accepted in writing by the parties.
1.4 Taking delivery of products shall always imply unconditional acceptance of these conditions of sale by the customer.
2. Seller's documentation
2.1 Pictures includes in catalogues or any other information provided by Eurotubi as advertising are not contractually binding.
3. Products and technical specifications
3.1 Products shall have the characteristics and shall meet the technical specifications stated in the relevant sale documentation (agreement, order or confirmation).
3.2 The characteristics of products can also be inferred from drawings and samples provided by the customer, provided that these characteristics are confirmed by Eurotubi. Therefore, products shall be manufactured in compliance with any customer's specifications only if they have been agreed and accepted by Eurotubi.
3.3 The customer shall make sure that technical specifications are complete, correct and compliant with all applicable rules and regulations. Eurotubi will not check or verify technical specifications. Eurotubi shall not be liable for products fitness for uses or purposes stated by the customer.
4. Intellectual/industrial property and confidentiality
4.1 Intellectual/industrial property rights related to documentation provided, manufacturing processes, methods, inventions, tools (even if not designed and/or made by Eurotubi), as well as any know-how acquired before or during the productive process by Eurotubi, shall remain the exclusive property of Eurotubi. These rights may be transferred to the customer, provided that the parties enter into a written agreement providing for consideration.
4.2 The parties agree upon a mutual confidentiality obligation for all data exchanged with reference to the preparation and performance of each sale.
5. Offers - Agents - Intermediaries
5.1 All offers made by Eurotubi or agents or intermediaries instructed by Eurotubi shall be governed by these conditions of sale.
5.2 Agents and intermediaries cannot bind Eurotubi.
6.1 Orders shall include the customer's details (full name and address).
6.2 Orders may include full technical specifications of products.
6.3 Eurotubi reserves the right not to execute orders that do not include the details above.
7.1 Eurotubi is not obliged to accept, confirm or execute orders.
7.2 Orders processed by Eurotubi generate a confirmation that is sent to the customer.
7.3 IF THE CONFIRMATION DIFFERS FROM THE ORDER, THE CONFIRMATION SHALL PREVAIL AND THE CUSTOMER SHALL BE BOUND BY THE CONFIRMATION, UNLESS THE CUSTOMER WITHDRAWS FROM THE SALE BY GIVING WRITTEN NOTICE TO EUROTUBI WITHIN 3 (THREE) DAYS OF THE CONFIRMATION RECEIPT.
7.4 QUANTITIES ARE THOSE STATED BY EUROTUBI IN ITS CONFIRMATION. AS FOR ACTUALLY DELIVERED QUANTITIES, THE PARTY AGREE ON A TOLERANCE OF +/- 15% IN RESPECT OF THE QUANTITY STATED IN THE CONFORMATION.
8.1 TIMES AND DATES FOR DELIVERY ARE INDICATIVE ONLY AND ARE NOT BINDING ON EUROTUBI.
EUROTUBI SHALL NOT BE DEEMED IN DEFAULT OF THESE CONDITIONS IF DELAY IS DUE TO FORCE MAJEURE OR, IN ANY CASE, CIRCUMSTANCES BEYOND EUROTUBI'S CONTROL.
EUROTUBI SHALL NOT BE HELD RESPONSIBLE TO THE CUSTOMER OR THIRD PARTIES FOR ANY DAMAGE DIRECTLY OR INDIRECTLY CAUSED BY DELIVERY DELAY.
9. Transport, delivery and missing products
9.1 In case of Free on Board shipping terms (FOB, Incoterms® 2020), the customer shall book a vessel ready to sail in good time from the normal loading bay of the designated port, remaining responsible for any consequent costs and expenses in case of default.
9.2 Any customer's objections related to an individual delivery shall not affect any subsequent deliveries.
9.3 Any goods irregularities or missing goods shall be notified by the purchaser, under penalty of expiration: (a) upon receipt, by including the relevant claim in the delivery document to be returned to Eurotubi, or (b) within 8 (eight) days of receipt, by notifying it to Eurotubi by email or certified email.
10. Price and payment
10.1 Prices are those stated by Eurotubi in its confirmation.
10.2 Payments shall be made in the currency stated in the invoice.
10.3 Payments shall be made by the customer at the address of Eurotubi, Via Filippini, 4 -61032 Fano (PU), within the terms and with the methods agreed in the confirmation.
10.4 IN CASE THE CUSTOMER IS IN FINANCIAL STRAITS OR IN CASE OF PARTIAL OR FULL DELAYED PAYMENT OR NON-PAYMENT OF A PROVISION, EVEN IF SUBJECT TO OBJECTIONS, EUROTUBI SHALL HAVE THE RIGHT: (A) TO SUSPEND ANY OTHER SUBSEQUENT DELIVERIES, PURSUANT TO ART. 1460 OF THE ITALIAN CIVIL CODE;, (B) TO CLAIM ANY OTHER ISSUED INVOICES AS IMMEDIATELY DUE, WITH THE RIGHT TO REQUEST THEIR IMMEDIATE PAYMENT BY BANK TRANSFER, (C) TO SUSPEND PRODUCTION AND DELIVEY OF THE RELEVANT ORDER AND ANY OTHER ORDERS, (D) TO ENFORCE THE RETENTION OF TITLE RIGHT FOR THE GOODS OF THE PROVISION CONCERNED OR ANY OTHER PROVISIONS, AND (E) TO CONSIDER THE AGREEMENT TERMINATED BY LAW FOR DEFAULT OR CAUSE OF THE CUSTOMER PURSUANT TO ART. 1456 OF THE ITALIAN CIVIL CODE.
10.5 PAYMENT OF GOODS CANNOT BE SUSPENDED OR DELAYED BY THE CUSTOMER.
10.6 In case of delayed payment, late interest will accrue, without notification on the part of Eurotubi, pursuant to Directive 2011/7/EU, for the period between the invoice due date and the actually payment of the balance.
10.7 Return of products due to the customer's failure to pay shall imply Eurotubi's right to claim all costs and charges arising from the impossibility to resell the products or their depreciation.
11. Changes in the customer's reliability
11.1 Eurotubi has the right to transfer, fully or partially, its rights and obligations under this agreement. Any transfer by the customer shall require Eurotubi's written consent.
11.2 Should the customer sell, transfer, give as a guarantee or place at the disposal of a company its business or a significant part of its assets or equipment, in case of deterioration of the customer's financial situation and/or failure to submit its annual financial statements, Eurotubi shall have the right, without prior formal notification:
- a) to exercise all rights arising from delayed payment, and
- b) to retain all advances received, tools and equipment in its possession, until full payment of any amounts due.
12. Retention of title (not applicable in case of products sold in the USA and Canada)
12.1 Goods shall remain the property of Eurotubi until full payment of the price (including any outstanding balances).
12.2 The retention of title shall include:
- a) Eurotubi's right to enter any premises where goods subject to title retention are kept, recover possession of goods subject to title retention and keep instalments already paid by the customer. Eurotubi's exercise of the right to recover possession of goods subject to title retention does not constitute, nor can be interpreted as, cancellation or termination of the sales agreement, except in case Eurotubi expressly declares its intention to cancel or terminate the said agreement; b) the customer's obligation, in case of third parties' distraint of goods subject to title retention, to inform the third party of Eurotubi's title and inform Eurotubi without delay.
13. Sales warranty and responsibility
13.1 Eurotubi warrants that products:
- a) meet the customer's technical specifications (if agreed and accepted) and qualities promised;
- b) are free from any manufacturing defects.
13.2 Eurotubi does not warrant that products are suitable for a specific use or are manufactured for a specific purpose. The customer has the responsibility to make sure that the product is suitable for any purpose. The customer is responsible for the product use and implementation under normal and foreseeable conditions of use, in line with the commercial practices of its industry.
13.3 The warranty period under normal storage conditions is 6 (six) months of delivery.
13.4 The customer shall check the products and notify in writing any evident damage, lack of conformity or defect (hereinafter, “defect”) within 10 (ten) days of delivery. Hidden defects shall be notified in writing within 10 (ten) days of discovery and, in any case, within the warranty period. The report shall include a written description of the defect and pictures of it.
13.5 In case the customer does not notify the defects within the terms above, all the customer's warranty rights shall cease and not apply.
13.6 Eurotubi may request, at its own discretion, the return of any defective products. In this case, the products shall be retuned at Eurotubi's expenses. No products may be returned without prior authorization by Eurotubi and any products returned without Eurotubi's prior authorization shall be sent back to the customer at the latter's expenses.
13.7 EUROTUBI'S WARRANTY IS LIMITED TO:
- A) REPARING OR REPLACING (WITH THE EXCLUSION OF REMOVAL AND INSTALLATION EXPENSES) THE DEFECTIVE PRODUCT
- B) REFUNDING THE PURCHASE PRICE OF THE DEFECTIVE PRODUCT.
13.8 Administrative expenses related to costs met to deal with conformity issues declared by the customer and not confirmed by Eurotubi shall not be borne by Eurotubi.
13.9 THIS WARRANTY DEFINES ANY CUSTOMER'S WARRANTY RIGHTS AND ANY OTHER RIGHTS OR REMEDIES IS EXPRESSLY EXCLUDED.
13.10 THIS WARRANTY REPLACES ANY OTHER LEGAL WARRANTY OR RESPONSIBILITY. THEREFORE, ANY OTHER EUROTUBI'S (CONTRACTUAL OR NON-CONTRACTUAL) LIABILITY THAT MAY ARISE FROM OR BE RELATED TO PRODUCTS (I.E. COMPENSATION FOR DAMAGE, LOSS OF PROFITS, RECALL CAMPAIGNS, ETC.) IS EXPRESSLY EXCLUDED.
13.11 ANY CLAIMS OR PROCEEDINGS RELATED TO ANY DEFECT OR BREACH OF WARRANTY SHALL BE INITIATED WITHIN 3 MONTHS AFTER THE EXPIRY OF THE WARRANTY PERIOD. AFTER THAT PERIOD, THE CUSTOMER IS DEEMED TO HAVE WAIVED ITS RIGHT TO INVOKE WARRANTIES OR LIABILITIES.
13.12 In any case, Eurotubi shall not be held responsible for losses or damages arising, fully or partially, from negligence on the part of the customer or incorrect work/installation, abuse, misuse of any products by any person other than Eurotubi. The same is true for any issues caused by events beyond Eurotubi's control or force majeure.
14. Events beyond Eurotubi's control
14.1 In case of events beyond Eurotubi's control (force majeure), Eurotubi shall have the right to suspend, postpone or annul any offers or conformations and shall not be held responsible for any delay or non-delivery and the customer shall have no rights to any compensation or indemnification.
14.2 Events beyond Eurotubi's control include, but are not limited to: fire, equipment breakdowns, production stoppage, shortage of labour, raw materials or equipment, interruption or delay in the supply of electricity, fuel or raw materials, epidemics, war, transport stoppage, acts of public authorities, industrial disputes or any events, even temporary ones, that prevent or limit the normal development of production or sale.
14.3 Furthermore, if the agreement cannot be performed due to force majeure for 60 (sixty) days after the agreed term, the parties have the right to withdraw from it, waiving any consideration or damage compensation.
15. Limitation or exclusion of liability
15.1 IN ANY CASE OF BREACH OF THE SALES AGREEMENT (INCLUDING, WITHOUT LIMITATION, LATE DELIVERY, NON-DELIVERY, ANY DEFECTS OF MACHINERY, ETC.) AND EXCEPT IN CASES OF WILLFULL INTENT OR GROSS NEGLIGENCE, EUROTUBI SHALL NOT BE HELD RESPONSIBLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT AND/OR CONSEQUENTIAL DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, PRODUCTION LOSSES, OPERATING LOSSES, LOSS OF GOODWILL OR CUSTOMERS, SUSPENSION OF ACTIVITIES, ETC.).
15.2 The customer undertakes to keep traceability records of products delivered by Eurotubi and used in its own, its subcontractors' or its customers' production or assembly chains.
16. Hygiene, the environment and safety
16.1 Each Party undertakes to comply with applicable laws and regulations on health, safety, hygiene and protection of the environment.
16.2 The customer undertakes to comply with the provisions of Recommendation 182 of the International Labour Organization.
17. Import-Export rules
17.1 Some products are subject to foreign, European or national regulations on imports and exports. Unless otherwise agreed, Eurotubi undertakes to take any measures necessary to obtain required export documents. The customer undertakes to provide Eurotubi with all documents required by competent authorities. Eurotubi shall not be held responsible in case an export licence is not granted or is revoked.
18. Applicable law and jurisdiction
18.1 THESE SALES CONDITIONS AND ALL RELATED ORDERS, CONFIRMATIONS AND AGREEMENTS SHALL BE GOVERNED BY THE UN CONVENTION ON THE INTERNATIONAL SALE OF GOODS (VIENNA CONVENTION OF 1980) AND, AS FOR ISSUES NOT COVERED BY THE SAID CONVENTION, BY THE ITALIAN LAW.
18.2 IN CASE OF DISPUTES ARISING FROM THESE SALES CONDITIONS AND/OR ALL RELATED ORDERS, CONFIRMATIONS AND/OR AGREEMENTS, EUROTUBI HAS THE RIGHT TO INITIATE ARBITRATION PROCEEDINGS OR FILE A LAWSUIT AGAINST THE CUSTOMER BEFORE ITALIAN COURTS OR COURTS OF THE PLACE OF THE CUSTOMER'S DOMICILE OR REGISTERED OFFICE.
18.3 IN CASE EUROTUBI DECIDES TO INITIATE ARBITRATION PROCEEDINGS, THE DISPUTE SHALL BE SETTLED BY A SOLE ARBITRATOR PURSUANT TO THE RULES OF THE MILAN CHAMBER OF NATIONAL AND INTERNATIONAL ARBITRATION AND THE ITALIAN ARBITRATION LAW. THE PLACE OF ARBITRATION SHALL BE PESARO (ITALY). THE ARBITRATION PROCEEDINGS LANGUAGE SHALL BE THE ITALIAN LANGUAGE.
18.4 THE CUSTOMER CAN FILE A LAWSUIT AGAINST EUROTUBI ONLY BEFORE THE COURT OF THE PLACE OF EUROTUBI'S REGISTERED OFFICE.
19. Validity of these general conditions of sale
19.1 The customer is deemed to be a well-informed professional who is familiar with these conditions of sale.
19.2 Unless otherwise agreed, all sales shall be governed only by these conditions of sales, with the express exclusion of the customer's conditions of purchase and, more generally, of any other fully or partially, directly or indirectly incompatible provisions, which in any case may be represented in their own documents.
19.3 These conditions of sale annul and replace any other previous contrary documents or conditions.
(Edizione 1 – 21.11.2019)