1. INTRODUCTION
These general conditions refer to all contracts drawn up with professionals for the sale of goods produced by the company Biotec Italy Srl (hereinafter BIOTEC), VAT Nr. 03488271218, based in Viale della Repubblica 20, 36031 Dueville – Vicenza.
2. DEFINITIONS
Goods: the term “Products” includes the machines manufactured by Biotec, as well as components, parts of goods, finished products and any other material, therefore in compliance with current regulations at the time of the sale.
Buyer: “Buyer” means any person or legal entity acting in his business, commercial, craft or profession, or an intermediary activity.
3. CONTACT FORMATION
Any order from the Buyer shall be binding for BIOTEC, only when accepted in writing by BIOTEC itself.
BIOTEC shall have the right to refuse any amendment requested by the Buyer.
Unless otherwise agreed in writing, BIOTEC shall not accept any cancellation of orders.
4. CHARACTERISTICS OF THE PRODUCTS
Catalogues, price lists or other advertising matters are only an indication of the type of products and no prices or other particulars contained herein shall be binding for
BIOTEC.
Any information or data relating to technical features and/or specifications of the Products contained in dépliants, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the contract.
All information given in price lists and catalogues or any literature are supplied by BIOTEC in good faith; however, whilst every effort has been made to ensure that the information is correct, BIOTEC does not accept any responsibility for errors which may have inadvertently been made.
Designs and drawings of machines, wiring diagrams or circuits and manuals are BIOTEC property and no one can alter, modify or copy them.
At any time, BIOTEC shall have the right to make any change to the products which appear to be necessary or suitable. The Buyer shall have no right to indemnities or other remedies for such modifications.
5. PRICES
BIOTEC shall have the right to increase prices, by prior notice, in accordance to any change of cost of raw materials and labour which may take place between the date of order and the delivery.
Unless otherwise agreed, the prices indicated in the quotations and in the contract are EX WORKS Dueville (Vicenza-Italy) and include only the packing costs for each single Product.
It is agreed that any other cost or charge relating to any other kind of packaging, including customised packaging, shall be for the account of the Buyer.
6. PAYMENT CONDITIONS
All payments must be made, for the exact amount applied without any detractions and clear of any charges, directly to the head office of BIOTEC in Dueville (Vicenza – Italy), according to the payment conditions agreed upon each time.
In addition to the other remedies permitted under the applicable laws, in case of late payment BIOTEC shall have the right, at its own discretion, to charge delay interests at the current legal rate plus seven per cent, plus cashing, banking and legal expenses. Delay interests shall be due, from due date to the payment without any formal requests.
Unless otherwise agreed in writing, any expenses or bank commissions due with respect to the payment shall be for the Buyer’s account.
7. RETENTION OF TITLE
a) It is agreed that the Products delivered remain BIOTEC property until complete payment is received by BIOTEC.
b) The Buyer shall have, according to article 5 a) here above, the right to sell the Products, and any new product in which the Products have been converted into other products, in the ordinary course of business on the understanding that the proceeds of any such sale shall belong to BIOTEC to whom the Buyer shall account such proceeds up to the concurrence of the full price due by the Buyer to BIOTEC for the supply of the Products.
c) BIOTEC shall have the right at any time to revoke the Buyer’s right of sale by written notice to the Buyer, if the Buyer is in default in respect of payment of any sum due to BIOTEC for longer than 7 (seven) working days (whether in respect of Products or other goods or services supplied by BIOTEC to the Buyer for any other reason whatsoever).
d) On termination of the Buyer’s right of sale in accordance with the foregoing conditions, the Buyer must place the Products at the disposal of BIOTEC who shall have the right to enter upon the Buyer’s premises for the purpose of removing the Products.
e) The Buyer shall act as a bailee and the Products shall be on its responsibility, according to the articles 1766 and following of Italian Civil Code, until the complete payment is received by BIOTEC.
8. TERMS OF DELIVERY
Except otherwise agreed, the supply of the goods will be Ex Works (EX WORKS Incoterms 2000), even if it is agreed that BIOTEC will take care, wholly or in part, of the shipment.
In any case, whatever the delivery term agreed between the parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier.
BIOTEC shall not provide any transport insurance for the Products, unless otherwise agreed in writing. For the purposes of traceability of the Products to the end user, the Buyer agrees to provide to BIOTEC a list of the end Buyers who purchased the Products under this contract (and relevant serial numbers), if required by the Producer.
9. COMPLAINTS
Any complaints relating to packing, quantity, number or exterior features of the products, including transport damages (apparent defects), must be notified to BIOTEC by a written notice within eight days from receipt of the Products; failing such a notification, the Buyer’s right to claim the above defects will be forfeited.
Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to BIOTEC, in writing, within 7 days from discovery of the defects and in any case not later than 12 months from the delivery; failing such a notification the Buyer’s right to claim the above defects will be forfeited.
It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the Products as well as payment of any other supply.
BIOTEC shall not accept any return without BIOTEC prior written authorization. Any return of Products not authorized by BIOTEC shall be shipped back to the Buyer at the Buyer’s charge.
10. DELIVERY TIMES
Any date quoted in orders confirmations for delivery of the Products is approximate. In the event of delay, no liability, order cancellation nor penalty shall be accepted by BIOTEC.
BIOTEC shall endeavour to complete the contract and/or deliver the Products within the time agreed (if any) but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products.
Any delay caused by force majeur or by acts or omissions of the Buyer (e.g. the lack of indications which are necessary for the supply of the Products), shall not be considered as a delay on BIOTEC responsibility.
If the Buyer fails to make any payment on the time and in the manner specified by BIOTEC or becomes insolvent or bankrupt or makes composition with its creditors or has a receiver appointed or passes a resolution for winding up, BIOTEC shall have, at its own discretion, the right to suspend or cancel further deliveries, to request advanced payments or guarantees.
11. FORCE MAJEUR
Either party shall have the right to suspend performance of its contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond its control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy black-outs, delay in delivery of components or raw materials.
12. WARRANTY
BIOTEC undertakes to remedy any defects, lack of quality or non-conformity of the Products for which he is liable, occurring within twelve months from delivery of the Products, provided such defects have been timely notified in accordance with art. 7. BIOTEC will have the right, at its own discretion, to repair or replace the Products which have shown to be defective.
BIOTEC does not warrant that the Products conform to special specifications or technical features or that they are suitable for particular usages except to the extent such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.
BIOTEC shall be under no liability in respect of any defect arising from wear and tear, transport damages, abnormal working conditions, failure to follow BIOTEC
instructions, negligence, lack of maintenance, abnormal or unsuitable supply of electricity, misuse, tampering, alteration or repair of the products without BIOTEC authorization.
Except in case of fraud or gross negligence of BIOTEC, BIOTEC’s only obligation in case of defects, lack of quality or non-conformity of the Products will be that of repairing or replacing the defective Products or reimbursing wholly or partially the price. It is agreed that the above mentioned guarantee (i.e. The obligation to repair or replace or reimburse the Products) is in lieu of any other legal guarantee or liability with the exclusion of any other BIOTEC’s liability (whether contractual or noncontractual) which may anyhow arise out of or in relation with the Products supplied (e.g. compensation of damages, loss of profit, recall campaigns, etc.).
13. TRANSFER OF RECEIVABLES
The Buyer acknowledges that BIOTEC may transfer to third parties any claims arising from individual sales and previously accept the assignment, for the purposes of the article 1264 of the Italian Civil Code, which will be promptly communicated.
14. DISCOUNTS AND BONUS
At its sole discretion Biotec Italia may grant further discounts, promotions or bonus of any kind and measure for the goods purchased under this contract.
These discounts can be confirmed by e-mail and/or written letter. These discounts will be applied only if agreed payment terms have been respected and fulfilled.
15. SUSPENSION OR TERMINATION OF THE CONTRACT
BIOTEC shall be entitled to suspend and/or terminate contracts running according to these Terms and Conditions, by simple written communication and with immediate effect if the Buyer does not regularly and fully meet its obligations to pay the price (including the payment in advance or the submission of suitable guarantees of payment). BIOTEC may also terminate with immediate effect the individual agreements with the Buyer with a written letter, in case its financial circumstances change substantially so as to put in risk the payments (as an example: awe foreclosures for significant amounts, insolvency, elevation of protests against him, etc.).
The Buyer, not willing to proceed with the single contract, is required to pay, as a penalty an amount equal to 30% (thirty percent) of the agreed value. In this case
BIOTEC has the right to withhold the amounts received in advance until agreement for the expected penalty. With the exception in any case of the right for BIOTEC to compensate any damage or harmed law, either by civil or penal action.
16. APPLICABLE LAWS – JURISDICTION
These general terms and conditions and any contract made hereunder with BIOTEC shall be construed and interpreted in accordance with the substantive laws of Italy.
The competent law Court of Vicenza, ITALY, shall have exclusive jurisdiction in any action arising of or in connection with these terms and condition or any contract made with BIOTEC. However as an exception to the principle here above, BIOTEC is in any case entitled to bring its action before the competent court of the place where the Buyer has its registered office. The United Nations Conventions for the International Sale of Goods does not apply to any supply of Products made by BIOTEC to any Buyer.