GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS
1. Applicability
1.1. These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the products (“Products”) by Alteco S.r.l., or its affiliates (“Seller”) to the buyer (“Buyer”).
Notwithstanding anything herein to the contrary, if a written document signed by both parties covering the sale of the Products covered hereby is executed after these Terms, the terms and
conditions of said document shall prevail only to the extent they are inconsistent with these Terms.
1.2. Any accompanying Sales Contract (the “Sales Contract”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or
contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and
conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and
conditions and does not serve to modify or amend these Terms.
2. Sales Contract
2.1. A Sales Contract if formed when:
a. Seller shall issue an offer to Buyer and Buyer shall accept, without any changes or modifications to the offer, such offer in written form via e-mail. By placing an offer, Seller makes an offer to sell Products; or
b. Buyer shall issue a purchase order to Seller in written form via facsimile, e-mail, or mail. By placing an order, Buyer makes an offer to purchase Products. Seller may, in its sole discretion, accept or reject any purchase order.
2.2. Buyer shall be deemed to have accepted the offer when:
a. Seller receives a letter of credit from Buyer; or
b. Seller receives all or part of the Price (as defined below) from Buyer.
2.3. Seller may accept any purchase order by issuing a sales confirmation or by delivering the Products, whichever occurs first. If Seller does not accept the purchase order under the terms of this Section 2 within fifteen (15) days after Seller’s receipt of the purchase order, the purchase order will lapse.
If Seller accepts a purchase order by changing the terms and conditions of the purchase order, such changes shall be deemed accepted by Buyer if Buyer does not reject them within two (2) business day following Buyer’s receipt of Seller’s changes. No order is binding on Seller unless accepted by Seller as provided in this Agreement.
2.4. Buyer’s purchase orders may be preceded by Seller’s quotation which, under no circumstances, shall be considered an offer to sell Products.
3. Delivery
3.1. The Products will be delivered within a reasonable time after the formation of the Sales Contract, subject to availability of finished Products. Seller shall not be liable for any delays, loss or damage in transit.
3.2. Unless otherwise agreed in writing by the parties, Seller shall deliver the Products at Seller’s premises indicated on the Sales Contract (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Products. Buyer shall take delivery of the Products within 20 days of Seller’s written notice that the Products have been delivered to the Delivery Point. Buyer shall be responsible for all costs related to loading, equipment and labor reasonably suited for receipt of the Products at the Delivery Point.
3.3. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
3.4. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Seller’s notice that the Products have been delivered at the Delivery Point, or if Seller is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, drayage and insurance).
3.5. Liquidated Damages for Delay in Delivery. If Buyer incurs costs due to delay in delivery attributable to Seller, other than as a result of a delay caused by Seller’s suppliers, Buyer shall only be entitled to damages caused by such delay. Seller agrees that it will be liable to Buyer for payment of Buyer’s delay liquidated damages if Seller fails to deliver the Products by the delivery date for reasons exclusively attributable to Seller. Buyer’s delay damages will begin to accrue on the first day immediately following the period of three (3) weeks after the missed date. The agreed
amount of liquidated damages is 0.1% of the Price of the Products being delayed for each full week
of delay. Seller further acknowledges the reasonableness of the stated amount and agrees that the
imposition of liquidated damages will in no way be construed as a penalty provision. Liquidated
damages for delay shall in no case altogether exceed three percent (3%) of the Price of the Products
being delayed. PAYMENT OF LIQUIDATED DAMAGES FOR DELAY SHALL BE FINAL AND IN FULL
SATISFACTION OF SELLER’S LIABILITY FOR SUCH DELAY AND ALL FURTHER CLAIMS OF BUYER
DUE TO SUCH DELAY.
