General conditions of sale

1. General Provisions.

(a) The terms and conditions specified below (the “General Conditions of Sale”) form an integral part of the contracts concluded between the Seller (COIMINOX S.r.l.) and the Buyer for the supply of the Seller's Products (Food Processing Machines and Accessories).
(b) The General Conditions of Sale apply to all agreements concluded between the Seller and the Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any different terms or conditions shall apply only if confirmed in writing by Seller.
(c) Seller reserves the right to amend, supplement, or vary the General Conditions of Sale by attaching such variations to offers or to any correspondence sent in writing to Buyer.

2. Offers and Orders.

(a) Orders placed by Buyer shall not be deemed accepted until confirmed in writing by Seller. In fact, the Seller, upon receipt of the supply request, shall send its own order confirmation containing all contractual covenants, with a request for the return of a copy of the same signed for acceptance by the Buyer. The order confirmation shall have the value of a contractual proposal, and the contract shall be deemed to be executed only upon receipt by Seller of a copy of the order confirmation signed for acceptance by Buyer.
(b) Orders and/or changes in orders placed verbally or by telephone must be sent in writing by the Buyer, and confirmed, also in writing, by the Seller. Otherwise, the Seller assumes no responsibility with regard to any errors or possible misunderstandings.
(c) Any change requests must be sent to the Seller COIMINOX S.r.l. no later than 24 hours after the return of the confirmation form and must be approved by the Seller always without prejudice to any redefinition of the prices charged.
(d) The Seller shall always remain free to accept or reject orders and, in case of non-acceptance of one or more orders, the proposer shall not be entitled to claim damages for any reason whatsoever.
(e) Delivery includes only the Products and services specified in Seller's order confirmation; any additional services will be the subject of specific agreement in writing and will be charged separately.
(f) In the event of revocation or cancellation of an order, after Seller's confirmation, Buyer may be required to pay a penalty in % of the price of the Products covered by the order in question. In detail: within 5 (five) working days from the date the order confirmation is sent to the Seller, no penalty will be charged; from the sixth day and in any case within the first 2 (two) weeks from the date the order confirmation is sent to the Seller, a penalty equal to 30% of the net price will be charged; from the third week and within the fourth week from the date the order confirmation is sent to the Seller, a penalty equal to 80% of the net price will be charged; beyond 4 (four) weeks from the date the order confirmation is sent to the Seller, the net price of the total order will be charged.

3. Prices and Terms of Payment.

(a) Prices for the Products are set in the order confirmation, apply to the supply to which they relate, and are not binding on subsequent supplies.
(b) Sales prices are, unless otherwise agreed in writing, ex Seller's warehouse (“Ex Works” - Incoterms 2020) and do not include packaging, assembly and testing costs and are exclusive of taxes and duties.
(c) Unless otherwise commercially agreed between the Parties, payment shall be by bank transfer on the terms described in the order confirmation.
(d) In the event the Buyer fails to carry out the payment on the terms and in the manner specified by the Seller or, in the event the Buyer's business is conducted not in accordance with the ordinary course of business or when insolvency proceedings have been demanded or instituted, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising out of the business relationship as immediately due. In addition, the Seller may in such cases require advances on payments or an escrow deposit.
(e) Buyer shall have no right to make offsets, withholdings, or reductions except where its claim therefore has been finally and judicially granted.
(f) If the Buyer becomes defaulting to an extent exceeding the percentage provided for in Article 1525 of the italian Civil Code, the Seller, without the need for a court declaratory order, shall give notice of termination of the contract and return of the thing sold by registered letter with return receipt or PEC, without prejudice to its right, in the event of failure to return, to proceed in the manner permitted by law.
(g) In the event provided for in the preceding condition, the Seller shall have the right to retain the sums paid on account by the Buyer to cover the damages suffered by the termination of the contract, without prejudice to any right of the Seller to compensation for greater damages and to the Buyer's right to obtain the equitable reduction provided for in Article 1526, second paragraph, of the Civil Code.
(h) This contract is subject to the covenant of solve et repete, it remaining in the power of the Seller to demand immediate payment of the price, even for instalments not due, without prejudice to the retention of title until the balance of the entire price and all expenses provided for.

4. Delivery Terms.

(a) Delivery is contingent upon timely performance of agreed payments.
(b) In fact, it is a prerequisite and fundamental condition of the delivery agreed upon between Seller and Buyer that at the time of deliveries/shipments no outstanding and/or late payments are outstanding. In such case, delivery shall be lawfully postponed by Seller until full payment of the sums owed to it by Buyer. Similarly, Seller and Buyer agree that in the event there are outstanding defaults and/or late payments any order placed will not be put into production until full payment of sums owed by Buyer.
(c) The date of ready goods is intended to be at Seller's warehouse and is approximate and not binding and always subject to unforeseen circumstances. If the goods are sent at Buyer's request by Seller and by means of Carrier identified and appointed by Seller, Seller's liability shall remain limited solely to any damage caused by the Carrier's willful misconduct or gross negligence. Any compensation for damage other than direct and material damage to the Goods transported as any compensation for loss of profit shall in any case be excluded.
(d) Where it becomes necessary in Seller's or Carrier's judgment to arrange land transportation by providing for multiple deliveries, Buyer acknowledges that this may result in an increase in the time required for delivery, without Buyer in such case having any claim on the time itself, nor any right to compensation in any respect whatsoever, accepting by signing this condition. Upon Buyer's written request, Seller may have the goods and/or the shipment thereof insured, at Buyer's expense, to be quantified, and in advance by Buyer, against theft, breakage damage, damage caused in transit, fire/water damage, or against other risks if expressly requested by Buyer and to the extent insurable.
(e) If delivery of the goods is agreed upon Franco depot of Seller (“Ex Works” - Incoterms 2020) the collection and shipment of the goods shall take place at Buyer's expense and risk and at Buyer's direct organization. In such case, a minimum notice of 24 hours prior to collection of the goods by Buyer's or Buyer's own appointed Carrier as well as confirmation by Seller is mandatory. Partial deliveries are permissible to the extent that they are acceptable and convenient to Seller and are agreed upon in writing.
(f) It is the Buyer's mandatory obligation to indicate at the time of the order any destinations other than his Headquarter or Registered Office and to indicate in each case the exact place where he intends to receive the delivery and all the details in order to be able to arrange the same (warehouse hours, contact person, etc.). The transport and delivery service organized by the Seller at the request of the Buyer does not ordinarily include delivery in inconvenient areas such as particularly narrow streets, limited traffic or pedestrian zones, historical centers, minor islands, etc., and therefore will not be carried out under such conditions, it being agreed that the Buyer will be required to point out immediately to the Seller the existence of such cases, remaining in default required to pay the costs of delivery even if the same cannot have been made. In such cases, the Seller and the Buyer may agree on transportation and delivery taking into account such conditions and establishing in agreement the costs thereof, which shall be borne by the Buyer.
(g) Under no circumstances shall the Buyer be entitled to demand changes in the destination of the goods subsequent to the indication of the destination and place of delivery; the costs of any changes not agreed upon in advance but only subsequent to such indication and/or involving greater difficulties and/or greater burdens shall remain in full at the Buyer's expense and shall be charged to the Buyer. Likewise, the costs of any deliveries not agreed upon in advance between the parties and not included in those originally agreed upon between the parties e.g. costs of the return of goods or those attributable to additional/additional operations shall remain the Buyer's responsibility.
(h) It is understood between the parties that the Carrier will be required to unload the goods at the place of destination but under no circumstances to transport the packages within the places of destination. Although Carriers are always willing to lend a hand, it is the Buyer's responsibility to make arrangements so that upon delivery there will be one of its own assigned to receive and handle the goods.
(i) Buyer acknowledges that any delay in delivery of the goods shall never give rise to compensable damages.
(j) In the event that Buyer is unable to pick up the goods within 2 weeks from the confirmed, and together agreed, date stated in the order confirmation, warehouse charges for storage of the goods of 50 €/sqm per week will be charged.
(k) The Seller reserves the right to accept the request for delivery of partial orders.
(l) Force majeure or other unforeseeable events beyond the Seller's control, including, without limitation, strikes, lockouts, wars, pandemics, governmental dispositions, subsequent blocking of export or import possibilities, in view of their duration and extent, shall release the Seller from any liability for late or non-delivery or making available and from the obligation to meet any previously agreed delivery or making available deadline.
(m) Seller is not obligated to accept returns of Products unless expressly agreed to in writing. Any costs incurred for this purpose shall be borne by Buyer.

5. Duty of Inspection and Acceptance of the Products.

(a) Upon taking delivery of the Products, Buyer shall immediately:
(i) check the quantities and packaging of the Products and record any objection in the delivery documents;
(ii) perform a conformity check of the Products against the order confirmation and record any apparent discrepancies in the delivery documents.
(b) In the case of notice of defects, Buyer shall comply with the following procedures and deadlines:
(i) notice must be made by email to info@coiminox.com, with attached proof of the discrepancies and a copy of the delivery document of the Products no later than eight (8) working days, under penalty of forfeiture, after receipt of the Products. In the event that the objection relates to a defect that, despite the initial inspection, has remained concealed, the objection must be made at the earliest by the end of the business day on which the defect was discovered and, in any event, no later than 2 (two) weeks after taking delivery of the Products;
(ii) Detailed notice must be given in writing to the Seller within the time limits specified above. Any communication made by telephone will not be accepted;
(iii) the notice must clearly specify the type and amount of the alleged defects;
(iv) Buyer agrees to make the disputed Products available for inspection; such inspection shall be made by Seller or by an expert appointed by Seller.
(c) No dispute with reference to the quantity, quality, type or packaging of the Products shall be made except by notice affixed to the delivery documents in accordance with the above procedure.
(d) Any product for which no dispute has been raised in accordance with the above procedures and terms shall be deemed approved and accepted by Buyer.

6. Warranty Terms.

(a) Seller warrants that the Products are free from defects and conform to the technical and usage specifications stated in the order confirmation or other documents exchanged between the parties. The Buyer shall use, handle, and store the Products in accordance with the instructions and recommendations provided by the Seller.
(b) The warranty applies only to Products used in an environment and for applications consistent with Seller's stated specifications; any misuse is prohibited. Therefore, the warranty will not apply if the inconvenience is found to be dependent on improper or inappropriate use of the Product.
(c) Warranty does not cover damage due to: incorrect installation/use/maintenance/repair or carried out by unqualified personnel; incorrect electrical connections; errors in connections; variation of electrical voltage outside 90% to 105% of nominal value and in any case not in accordance with the specifications of the network code of the Country in which the equipment is installed; tampering-dismantling-modification carried out by unauthorized personnel; improper use and abuse (not in accordance with the instructions in the instruction manual); continued use after partial failure; use of improper and non-original accessories; use of non-original spare parts; failure and/or improper routine/extraordinary maintenance and/or improper maintenance; cleaning of the equipment carried out with steam or pressurized water tools; acts of God (fire, flood, natural disaster, etc. ).
(d) Any modification or replacement of parts of the product not authorized by the Seller shall relieve the Seller from Civil and Criminal Liability, and shall in any event cause the warranty to lapse.
(e) The Seller agrees to remedy any defect, lack of quality or lack of conformity of the Products attributable to it, occurring within 12 (twelve) months after delivery of the Products, provided that the problem has been promptly notified to it in accordance with Article 5. Seller may choose to repair or replace Products found to be defective. Replaced or repaired Products under warranty shall be subject to the same warranty for a period of twelve (12) months from the date of repair/replacement.
(f) Seller does not warrant that the Products will meet particular specifications or technical characteristics or be suitable for particular uses except to the extent that such characteristics have been expressly agreed to in the Contract or in documents referred to in the Contract for that purpose.
(g) Excludes shipping, travel and labor costs which shall always remain the responsibility of Buyer. If the Goods have any problems that cannot be repaired on site by Seller or by qualified personnel authorized by Seller, it will be necessary for Buyer to return them to Seller's premises at its own expense. For any repair or replacement work, which is to be performed at Buyer's place of business, Buyer shall pay Seller all expenses incurred in connection therewith.
(h) Seller shall not be liable for any defects, discrepancies, or faults in the Goods which do not result from its own doing, nor shall Seller be liable for any damage or injury occurring in connection with defects, discrepancies, or faults in the Goods or parts thereof not manufactured by it but merely assembled by it.
(i) Normal use and thus consequent deterioration of the product is not covered by the warranty. The warranty does not cover wear of components (e.g. handles, lamps, glass parts, electrical parts, consumables, etc.) or accidental damage.
(l) Except in the case of willful misconduct or gross negligence, the Seller shall, in the event of defects, lack of quality or lack of conformity of the Products, only be obligated to supply replacement Products. Under no circumstances shall the warranty cover the complete replacement of the goods.
(m) It is understood that the aforesaid warranty (consisting in the obligation to replace the Products) is absorbent and in lieu of the warranties or liabilities provided for by law, and excludes any other liability of the Seller (whether contractual or non-contractual) however arising from the Products supplied (e.g., compensation for damages, loss of profit, recall campaigns, etc.).

7. Limitation of Liability.

(a) Except in cases of justified dispute raised in accordance with the provisions of Article 5 above, Buyer shall have no further right or remedy. In particular, the Seller shall not be liable for any compensation claimed for breach or non-performance of contract, for any direct damage or loss of profit sustained by the Buyer as a result of the use, failure to use, or installation of the Products in other Products, except in the cases covered by the warranty set forth in Article 6 or in cases of willful misconduct or gross negligence on the part of the Seller.
(b) Seller shall use its best efforts to deliver the Products within any agreed terms, but in no circumstances shall Seller be liable for damages directly or indirectly caused by the delayed execution of a contract or the delayed delivery of the Products.

8. Right to Objection.

Whenever Buyer intends to contest the conformity of any of the Products delivered, it is mandatory to give written notice as specified in Article 5 “Duty of Inspection and Acceptance of Products”; otherwise such product shall be deemed accepted in full.

9. Retention of Title.

(a) The Products supplied shall remain the full property of Seller until the date on which Buyer has paid the full price thereof and all sums due to Seller.
(b) In the event of non-payment, even partial, on the agreed due dates, for the sole purpose of non-payment and thus without the necessity of default:
(i) Default interests shall accrue in favor of the Seller, from the due date for payment and until actual settlement, at the rate set forth in Article 2 point 6) of EU Directive 2011/7 EU of 16.2.2011 on combating late payment in commercial transactions, or at the rate set forth in any transposing and implementing legislation that may be applicable in the future.
(ii) Seller may immediately suspend any further supply even if related to other contracts;
(iii) The Buyer shall be deemed to have forfeited the benefit of the term, thereby entitling the Seller to immediately demand payment of the entire outstanding amount for all supplies made and not yet settled.
(c) To ensure the Seller's exercise of its right of retained ownership, the Buyer undertakes not to remove the object of the sale from its premises, not to establish or allow others to establish any rights or privileges of any kind over the sold goods, to have the Seller’s ownership right recognized by any successors in the event of a transfer of the business, and to immediately report any seizure or attachment measures affecting the sold goods. The Buyer shall bear the costs of any legal actions for repossession that the Seller may need to undertake to recover the goods and shall be liable for any damages in the event of an unsuccessful outcome.
(d) The above provisions shall remain in force even in cases of assignment of promissory notes or drafts payable by third parties, it being understood that the contract shall be deemed to have full transfer effects only when all obligations of the Buyer towards the Seller, including as an endorser or co-obligor, have been settled and extinguished.

10. Intellectual Property .

(a) The Buyer expressly acknowledges that the trademarks, trade names, or other distinctive signs affixed to the goods are the exclusive property of COIMINOX S.r.l. and its potential suppliers and may not be altered, modified, removed, or deleted in any way. The Buyer has a limited right to use the trademarks, trade names, or other distinctive signs, as well as any other industrial property rights or manufacturing and commercial know-how incorporated in the goods, which remain the exclusive property of COIMINOX S.r.l. and its potential suppliers, solely for the limited purpose of using or reselling the Goods to the public. Any other use of COIMINOX S.r.l.'s intellectual property and that of its potential suppliers by the Buyer, unless expressly authorized in writing by COIMINOX S.r.l. and its potential suppliers, shall be considered a violation of the aforementioned exclusive rights, including in terms of contractual liability, and shall be duly prosecuted.
(b) Any documents, drawings, data, and information (whether in paper form or electronic format) that may be provided to the Buyer remain the exclusive property of COIMINOX S.r.l. and serve as a means to better represent the Products, providing an indicative reference for the Product’s performance. The Buyer agrees not to reproduce or disclose them to third parties and to take appropriate precautions with its personnel to ensure their protection.
(c) All data, characteristics, and illustrations, including photographs, contained in price lists, catalogs, and advertising materials are for informational purposes only and are not binding, as the manufacturer reserves the right to make changes to the construction as deemed appropriate.

11. Processing of Personal Data.

The Buyer's personal data shall be processed in compliance with the provisions of articles 13 and 14 of the European Regulation 679/2016 (General Data Protection Regulation - G.D.P.R.) and the Italian law on the processing of personal data (Legislative Decree 196/2003 and subsequent amendments and integrations). The Seller informs the Buyer that the Seller is the data controller and that the Buyer's personal data are collected and processed exclusively for the execution of this agreement. Pursuant to Article 7 of Legislative Decree 196/2003 and subsequent amendments and integrations, the Buyer has the right to request the Seller to update, rectify, supplement, cancel and transform its data into anonymous form.

12. Applicable Law.

(a) If the Buyer is an Italian legal entity by Italian law, these General Conditions of Sale and all contracts entered into by the latter with the Seller shall be deemed to be governed by Italian law.
(b) If, on the other hand, the Buyer is a legal entity of a nationality other than Italian law, these General Conditions of Sale and all contracts entered into by the latter with the Seller shall be governed by the 1980 Vienna Convention on Contracts for the International Sale of Goods.

13. Jurisdiction.

(a) Any dispute arising between the parties as a result of the interpretation, validity or execution of these General Sales Terms and Conditions and the related contracts entered into shall be deferred to the exclusive jurisdiction of the Court of Campobasso, Italy.
(b) It is understood between the parties that only the Seller, at its own discretion, shall have the right to waive the jurisdiction of the exclusive court referred to in paragraph (a) above in order to take legal action against the Buyer, at his domicile and at the Court having jurisdiction there.

14. Final Provisions.

(a) The invalidity in whole or in part of individual provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions.
(b) These General Terms and Conditions of Sale may be drafted in two languages, Italian and English. In the event of any doubts as to interpretation, the Italian version shall prevail.