1. Subject matter - These General Terms and Conditions of Sale govern all sales and/or supplies of products and/or materials (hereinafter referred to as the ‘Products’) made by Nord Est Metalli srl (hereinafter referred to as ‘MEN’ or ‘Seller’) to its customers (the “Customer” or ‘Purchaser’) and automatically supplement the provisions contained in the relevant orders and/or sales contracts concluded between NEM and the Customer.
These General Terms and Conditions of Sale shall also prevail over any different clause or provision (even if not expressly contested by NEM and unless expressly accepted by NEM) included in forms, offers or other documents prepared by the Customer.
NEM reserves the right to make any changes or technical improvements to its Products (and related catalogues, technical data sheets and manuals) that it deems necessary and/or appropriate at any time and without prior notice or publicity, without the Customer being entitled to make any claim or complaint in this regard and, in any case, without any obligation on the part of NEM to make any changes or improvements to the Products ordered by the Customer that have been introduced after the Customer has placed the relevant order.
2.Offers and Orders - If NEM sends the Customer an Offer, to which these General Terms and Conditions of Sale are attached, the prices and conditions contained therein shall be considered valid within the period of validity of the Offer itself.
The Customer's acceptance (by signing) of the Offer sent by NEM, together with the signing of these General Terms and Conditions of Sale, shall determine the conclusion of the contract (acceptance and General Terms and Conditions to be sent to NEM).
If the Customer sends an Order to NEM, this must be done in writing and the Order shall be irrevocable in accordance with and for the purposes of Article 1331 of the Italian Civil Code for a period of 30 days.
The order must be defined in its entirety and complete with all necessary technical and administrative information, including any tax relief.
NEM shall be free to accept or reject, at its sole discretion, any Orders sent to it by the Customer.
Upon receipt of the Order, NEM will send the Customer these General Terms and Conditions of Sale, which the Customer must sign and return to NEM, which will then send the Customer the relevant Order confirmation: therefore, the contract shall be deemed concluded, and the Order shall become binding on NEM, when NEM, after receiving these General Terms and Conditions signed by the Customer, sends the order confirmation.
Any changes to the Order contained in the order confirmation sent by NEM to the Customer shall be automatically and tacitly accepted by the Customer if the Customer does not express their disagreement in writing to NEM within 24 (twenty-four) hours of receiving said order confirmation.
3. Prices - Product prices are those stated in the Offer or in NEM's order confirmation and include the costs of transport and shipping of the Products, as agreed with the Customer. Under no circumstances shall the prices indicated by NEM in relation to an Offer or an Order be considered binding or even indicative for subsequent offers or orders.
Prices are expressed in EURO per unit of weight (tonne/kilo, or other unit of measurement specified from time to time), unless otherwise agreed. Prices for sales within the United Kingdom are subject to any taxes, duties and other charges provided for by the applicable laws from time to time. With regard to sales in other countries, all duties and/or taxes provided for by the regulations of the country of export shall apply.
4. Terms and conditions of payment - The terms and conditions of payment are those indicated by NEM in the Offer or in the Order confirmation.
Regardless of any contrary indication, payment shall be deemed to have been made to NEM. Any advances paid by the Customer shall be considered non-interest bearing.
The issue of bills of exchange or cheques shall not be considered payment until the relevant amount has been collected in full and shall not entail a change in the place of performance or novation of the original obligation. The cost of the bills and related bank charges shall be borne by the Customer.
No complaint, dispute or exception (even in the event of a delay in the delivery of the Products) shall entitle the Customer to suspend or delay payments.
The Customer is expressly prohibited from offsetting any sums due to them for any reason against the price owed by them to NEM for the purchase of the Products.
The Seller reserves the right to request advance payment upon issuance of the Order Confirmation or upon acceptance of the Offer by the Customer if, in its sole discretion, there are possible critical issues regarding the Customer's solvency and the Customer does not intend to provide the Seller with the required guarantees.
5. Remedies in the event of non-payment or late payment - For any late payment, the Customer shall pay default interest in accordance with the terms and conditions set out in Articles 4-5 of Legislative Decree No. 231 of 9 October 2002, as well as any recovery costs in accordance with Article 6 of the same Legislative Decree, unless otherwise agreed. Without prejudice to any further rights to which NEM is entitled under the law, in the event of non-payment or late payment, in whole or in part, by the Customer for the Products ordered by the same, NEM shall be entitled, without prior notice or formal notice, to: a) suspend the supply or delivery of all orders for Products in progress with that Customer (even if relating to supplies other than those in relation to which the non-payment or late payment occurred); b) retain, as a penalty, any sums already collected; c) and in any case - in consideration of the importance of the breach - terminate the supply relationship by sending the Customer the relevant notice by registered letter with return receipt or certified email.
This is without prejudice, in any case, to compensation for damages and/or any further damages.
6. Delivery - Unless otherwise specified by NEM in the Offer or Order Confirmation, delivery of the Products shall always be understood to be free carrier at NEM's warehouses (in accordance with FCA Incoterms ICC 2020), even in cases where NEM organises the transport of the Products on behalf of the Customer, advancing the related costs and re-charging them to the Customer in the invoice, and even if NEM is indicated as the sender on the related transport documents.
The delivery terms indicated in the order confirmation are calculated in working days, are not essential and may be subject to changes which, where possible, will be communicated by NEM to the Customer as soon as possible. Therefore, in view of the purely indicative and non-binding nature of the above terms, the Seller shall not be liable for any damage directly or indirectly caused by the delayed execution or delayed or non-delivery of the Product. Any delays on the part of the Seller shall therefore in no case give rise to compensation for damages or termination of the supply relationship by the Purchaser.
In any case, the delivery deadline is met with the issuance of the shipping notice and, in any case, with the notification to the Purchaser that the goods are ready for shipment. From that moment, the Seller can invoice the goods on the ground and can initiate the agreed payment. If the Customer requests that the weight and tare be recognised at departure by any external body, the related expense remains entirely at their expense.
7. Tolerances - Dimensional tolerances are those established by UNI and UNI-EN standards. For the purposes of executing the Order, a weight tolerance of 10%, plus or minus, on the total quantity ordered is permitted. The total weight (mass) of each load is the only one recognised. The weight (mass) is that certified by the supplier using its own means. The difference in weight does not give rise to claims for shortages if it is within the limit of 3 per thousand of the total load. Verification operations must be carried out on public or equivalent scales and the costs are to be borne entirely by the Purchaser.
8. Packaging - The Seller shall package materials in accordance with good and correct packaging rules and in base on the characteristics of the product supplied to the Customer. Packaging, including standard packaging, shall be invoiced, unless otherwise agreed in writing in the Seller's Offer or Order Confirmation. The use of special packaging - i.e. the exclusion of packaging in cases where it is normally used or other specific requests regarding the placement of packaging on means of transport - must be expressly requested by the Customer and confirmed in writing in the Offer or Order Confirmation. Any special requests may result in price increases.
9. Remedies in case of late collection or refusal to accept the Products - The Customer must collect the Products by the agreed date and, in any case, within 10 (ten) days of receiving the relevant notice of goods ready for collection sent to them by NEM.
In the event of a delay by the Customer in collecting the Products (despite more than 10 days having elapsed since the notification of goods ready for collection was sent to the Customer) or refusal by the Customer to receive them, the Products may be stored outdoors, with NEM being exempt from any liability for any defects in the Products that may occur as a result of their exposure to the elements and with the Customer forfeiting any form of warranty. In this case, the Customer will be charged handling and storage costs amounting to 1% of the value of the Products for each week of storage.
In such cases, NEM shall also be entitled, at its sole discretion, to (i) issue invoices for the Products in question (if they have not yet been issued) and take action for their payment; and/or (ii) sell the Products not collected by the Customer on the market at the best possible price and take action against the latter for the difference; or (iii) declare the relevant contract terminated, without prejudice, in all cases, to the right to claim compensation from the Customer for any further damage.
10. Warranty - NEM guarantees that the product supplied will comply with the characteristics and conditions specified in the Offer or order confirmation, within the tolerances of use and within the limits of the technical specifications provided by NEM and the UNI/EN standards indicated in the relevant contract documentation.
The warranty has the duration established by law starting from the date of delivery and is subject to notification by the Purchaser in the manner and terms provided for by law.
In any case, the Seller assumes no responsibility for the applications and operations to which the Product will be subjected by the Purchaser or anyone acting on its behalf, nor does it assume any warranty regarding the marketability, quality and suitability of the Product for specific purposes.
Any complaints regarding the presence of obvious faults or defects in the Products must be formalised in writing by the Customer (by registered letter with return receipt or certified email addressed to NEM), under penalty of forfeiture, within 5 (five) days of delivery of the Products. On the other hand, any hidden defects or flaws in the Products that cannot be detected upon delivery using ordinary diligence must be reported by the Customer to NEM, in the same manner as for obvious defects, again under penalty of forfeiture, within 5 (five) days of their discovery (or from the day on which they should have been discovered using ordinary diligence).
In the event of timely notification of defects by the Customer in accordance with the preceding paragraphs and recognition of such defects by NEM, the latter shall, within the normal technical time frame and at its sole discretion, (i) repair and/or replace the defective Products free of charge, carriage paid, at NEM's warehouses (FCA Incoterms 2020) of the defective Products, or (ii) pay the Customer the difference between the price of the Products ordered and their value depreciated due to the defect (for an amount that, in any case, may never exceed the original price of the defective Products paid by the Customer).
The Purchaser's right to terminate the contract, claim damages and reimbursement of expenses incurred for any reason as a result of any defects in the Products is also excluded and waived, unless the defects are due to wilful misconduct or gross negligence.
The Purchaser forfeits the right to complain and therefore to replace the goods if it does not suspend the processing or use of the materials subject to dispute.
In any case, disputes and complaints about the presence of faults or defects do not entitle the Purchaser to suspend payment of invoices relating to the disputed goods.
11. Force majeure - In addition to any other provision of law or contract, NEM shall not be liable to the Customer for any delay or failure to perform any obligation, order or contract, nor for any loss, expense, damage or cost that may arise to the Customer as a result or effect - directly or indirectly - of any cause beyond NEM's reasonable control, including, without limitation, strikes (including company strikes), industrial unrest, lockouts, interruption or suspension of production, supplies, shipments and/or transport, acts of God, fires, import or export bans, delayed or failed supplies of raw materials or limitations on energy sources, scarcity or absence of raw materials, compliance with legal provisions, orders, recommendations or measures by the government and/or public authorities, whether legitimate or not, insurrections, riots, states of war or similar acts, natural events, embargoes, restrictive quarantine measures, epidemics or pandemics, force majeure and any other cause beyond the reasonable control of NEM (even in cases where, at the date of occurrence of one of these events, NEM is already in delay with respect to the contractually agreed terms).
If the force majeure event preventing or hindering NEM's performance continues for more than 30 (thirty) consecutive days, NEM shall have the right to withdraw from the contract for the part not yet performed, giving written notice to the Customer, without the latter being entitled to make any claim for compensation or indemnity, for any reason whatsoever, against NEM.
It is also expressly understood that any event or circumstance, whether foreseeable or unforeseeable at the date of the Offer or order confirmation, which may prevent, hinder or delay the performance by NEM of its obligations under the contract, shall be considered and treated as a force majeure event within the meaning of the above provisions. any event or circumstance - whether foreseeable or unforeseeable at the date of the Offer or order confirmation - that may prevent, hinder or delay NEM's performance towards the Customer or may make such performance excessively burdensome for NEM, or dangerous or imprudent for the safety of NEM, its employees or any third party.
12. Withdrawal from the contract - The Seller shall also have the right to withdraw from the contract without any charge at any time, even in derogation of Article 1373, paragraph 1, of the Italian Civil Code, if it becomes aware of the existence of protested securities, as well as the initiation of judicial, extrajudicial or bankruptcy proceedings against the Buyer.
13. Applicable law - For anything not expressly governed by these ‘General Terms and Conditions of Sale’, the rules on sales governed by Articles 1470 et seq. of the Civil Code shall apply, with the express exclusion, in the case of international sales, of the application of the 1980 Vienna Convention on Contracts for the International Sale of Goods.
14. Competent court - Any dispute between NEM and the Customer arising from the interpretation, application, execution, termination of the contract and/or these General Terms and Conditions of Sale and/or orders or contracts for the sale of Products governed by them shall be referred to the exclusive jurisdiction of the Court of Pordenone, even in the event of related cases.
The customer declares to accept the clauses set out in the above Terms and Conditions of Sale pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code; in particular, the customer expressly accepts the clauses set out in the following articles:
Article 1 (right to make changes and impossibility of complaints); Art. 2 (changes to the Order made by Nord Est Metalli srl); Art. 4 (prohibition on suspending or delaying payments, prohibition on compensation); Art. 5. (suspension of supply, penalty, termination by right) Art. 6. (delivery terms and limitation of liability); Art. 9 (exemption from liability, right to terminate the contract); Art. 10 (warranty services and limitation of liability) Art. 12 (withdrawal); Art. 13 (applicable law); Art. 14 (jurisdiction).