1. Definitions
1.1 In compliance with the general conditions of sale (hereinafter, “Sales Conditions”), the following terms have the meaning set forth below:
Customer: buyer of the products Mixtron s.r.l.;
Products: the goods manufactured and assembled by Mixtron s.r.l.;
Order(s): each proposal to buy the Products forwarded by the Customer to Mixtron s.r.l.;
Order Confirmation: each written confirmation that Mixtron s.r.l. forwards to the Customer as acceptance of the Order;
Sale(s): each sales contract concluded between Mixtron s.r.l. and the Customer after receipt by the Customer of written acceptance of the Order by Mixtron s.r.l.
2. Subject-matter
2.1 All the Sales are regulated exclusively by these Sales Conditions. Any terms and conditions other than those specified in the Sales Conditions are only valid if accepted in writing by Mixtron s.r.l.
2.2 Mixtron s.r.l. reserves the right to amend the Sales Conditions, it being understood that said changes shall apply to all the Sales concluded as of the 30th day after the notification to the Customer of the new conditions.
3. Orders and conclusion of contract
3.1 The Customer must forward to Mixtron s.r.l. specific Orders that include a description of the Products, the requested quantity, the price and delivery times.
3.2 The Sale is considered concluded: (i) when the Customer receives from Mixtron s.r.l. the Order Confirmation in accordance with the terms and conditions of the Order, (ii) or if the Customer receives from Mixtron s.r.l. an Order Confirmation that includes terms that are not conforming to those specified in the Order, after 3 business days from receipt of order confirmation containing the non-conforming terms without a written complaint sent to Mixtron s.r.l. in said period.
3.3. On the bottom of the Order Confirmation there should be a reference to the corporate website of Mixtron s.r.l. where the Customer can view and download a copy of these Sales Conditions which are considered accepted in full by the Customer if in 3 days after receipt of Order Confirmation, Mixtron s.r.l. does not receive a notice to the contrary.
3.4 Orders that are duly accepted by Mixtron s.r.l. cannot be cancelled by the Customer without the written consent of Mixtron s.r.l. If Mixtron s.r.l. accepts the cancellation of an Order, Mixtron s.r.l. shall reserve the right to invoice the Customer for any costs and expenses incurred in the cancellation.
3.5 Orders received through agents, collaborators and business procurers in general shall always be considered “subject to approval by Mixtron s.r.l.”
4. Changes to Products
4.1 Mixtron s.r.l. reserves the right to approve changes to Products at any time, as long as said changes do not jeopardise their initial use and functions.
5. Prices and payments
5.1 Unless agreed otherwise, the prices on the price lists shall be effective as of the Order confirmation date.
5.2 Unless agreed otherwise, said prices are calculated Ex-Works, net of VAT and discounts. Moreover, said prices do not include packaging, shipping or transport costs from the premises of Mixtron s.r.l. to the premises of the Customer. Said costs must be paid separately by the Customer.
5.3 Mixtron s.r.l. reserves the right to change the prices accepted without notice and effective immediately if there are changes in manufacturing costs and costs of raw materials beyond their control. In all other cases, changes in prices will be notified to the Customer and shall be effective on all Orders received and confirmed by Mixtron s.r.l. whose delivery times expire beyond the three months after the date in which the changes are notified to the Customer.
5.4 Unless agreed otherwise in writing between the parties, Mixtron s.r.l., at its own discretion, will issue the invoices upon acceptance of an Order or upon delivery of the Products.
5.5 Payments shall have full effect only if made according to the terms and conditions specified in the Order Confirmation and in the invoice.
5.6 Failure to make payment within the agreed term shall entitle Mixtron s.r.l. to apply late payment interest as envisaged in Legislative Decree 231/02.
5.7 In the event of extended payment, if just one instalment of the price is not paid on time, Mixtron s.r.l. may immediately demand payment of the entire agreed price (regardless of the conditions set out in article 1186 of the Italian Civil Code), or consider the contract terminated due to breach. In this case, Mixtron s.r.l. may withhold any sums received as compensation for damages and demand for the delivered goods to be returned at the Customer’s expense.
5.8 Under no circumstance shall payments be suspended or delayed.
6. Delivery times
6.1 Unless agreed otherwise in writing, the Products are sold Ex-Works (EXW) the premises of Mixtron s.r.l.
Transportation shall take place at the expense and risk of the Customer.
If requested, Mixtron s.r.l. shall manage the transportation of the Products using the means considered most appropriate whenever it is not specified by the Customer; nevertheless, even in this case, costs and risks will be at the expense of the Customer.
6.2 The delivery times specified in the Order Confirmation are approximate and not essential pursuant to article 1457 of the Italian Civil Code and in any case, they do not include transportation times. In any case, Mixtron s.r.l. shall take all reasonable efforts to comply with said times.
6.3 Mixtron s.r.l. will not be considered responsible for delays or non-deliveries due to circumstances that are beyond its control, by way of example, but not limited to:
i) delays or inaccuracies on the part of the Customer in providing to Mixtron s.r.l. the necessary data for the supply;
ii) difficulties in obtaining supplies of raw materials;
iii) issues associated with the production and planning of orders;
iv) delays on the part of the forwarding agent.
If any of the above cases take place, the Customer may not apply any contractual penalties or other late payment charges
6.4 The delivery of the Products may be suspended whenever Mixtron s.r.l. considers that the conditions of the Customer’s assets or debts are as such as to constitute an evident danger to receiving the price.
6.5 In any case, the Customer accepts partial deliveries.
7. Non-Conformity
7.1 Any non-conformity of the Products delivered to the Customer with respect to the type and quantity specified in the Order shall be reported in writing to Mixtron s.r.l. within 5 days after the delivery. If the above is not reported within the above term, the delivered Products will be considered as conforming to those ordered by the Customer.
8. Product warranty and repairs
8.1 Unless agreed otherwise in writing, Mixtron s.r.l. shall guarantee that the Products are free from any defects in the materials, processing and assembly for a period of 24 months, effective as of the delivery date of the Products to the Customer. In the event of a sale of individual components of the Products intended for installation by the Customer, the warranty shall extend exclusively to said components and not to products that derive from said installation.
8.2 The warranty does not cover the following:
i) Products that reach the end of their life cycle;
ii) parts of the Product that are subject to normal wear and tear from using the Product;
iii) damages to the Product due to (a) an accident, abuse, improper use, natural or personal disasters; (b) non-compliance of specific installation instructions provided in the special user and maintenance manual supplied with the Product, (c) negligence and poor maintenance or lack of reasonable maintenance by the Customer, (d) repairs made inappropriately or components installed inappropriately, (e) use of non-original spare parts or accessories that do not conform to the specifications given by Mixtron s.r.l., (f) the use of components not supplied or manufactured by Mixtron s.r.l.;
(iv) any aesthetic imperfections regarding the surfaces, finishes, paintjob or appearance of the Product that are evident or that are present at the time of delivery.
8.3 The Customer must issue a written report to Mixtron s.r.l. or to an authorised distributor outlining the presence of a defect within 8 (eight) days after its discovery.
Provided that the Customer’s complaint is covered by the warranty and notified within the time specified in this section, Mixtron s.r.l. shall undertake, at its own discretion, to replace or repair each Product or parts of it that are defective or reimburse the respective value in the invoice.
8.4 The replacement of any Product must be accepted by Mixtron s.r.l. beforehand by issuing an authorisation number - RMA (Return Material Authorisation) - which must be clearly visible on the outside of the Product's package. The procedure specified in this section 8.4 and in section 8.9 must also be followed if the Products are returned for any reason or after the warranty period.
The issue of an authorisation number shall by no means imply acceptance of a complaint, as a complaint must always be subject to evaluation by staff authorised by Mixtron s.r.l. The shipped Products must reach the premises of Mixtron s.r.l. or any other place specified by the latter each time, at the expense of the Customer. Shipments paid for by the addressee will not be accepted. The Product must be securely packaged to avoid being damaged during transport and must be accompanied by a letter indicating the following: (a) serial number or code of the Product or component, (b) detailed description of the issue encountered, including a chronological description of the actions taken, (c) layout of the system and design or size characteristics of related components, (d) specifications on the work type and cycle, (e) estimated usage hour of the Product, (f) name, sender address and written authorisation to send back the repaired or replaced Product.
8.5 In any case, the Customer may not claim the warranty rights towards Mixtron s.r.l. if the price of the Products is not paid according to the agreed terms and conditions, even if said non-payment refers to Products other than those for which the Customer intends to enforce the warranty.
8.6 The liability of Mixtron s.r.l. is solely limited to the above obligations and under no circumstance shall Mixtron s.r.l. be held liable towards the Customer for indirect or consequential damages of any sort, by way of example, losses due to the Customer’s inactivity or loss of earnings.
8.7 The warranty is offered only to the original buyer of the Product and the respective rights cannot be transferred to third parties, unless agreed otherwise with Mixtron s.r.l.
8.8 The above warranty shall be the only reference for the Customer in relation to the Products and any other sort of warranty, explicit or implicit, deriving from standard business practices, the law or others is therefore excluded.
8.9 Products that are returned by the Customer to Mixtron s.r.l. from the branch or distributor, according to the conditions envisaged in section 8.4, for repairs or checks, will be subject to proper checks with the purpose of ascertaining the actions to take thereby formulating the respective cost estimate. The results of said check, along with the respective quotation, will be notified in writing by fax or by email to the Customer, to the branch or distributor to then obtain authorisation to proceed; nevertheless, if Mixtron does not receive a written response from the recipient within 30 (thirty) days after receipt of notice, the Products (in the same conditions in which they are found when being returned) shall be sent back (carriage forward) to the Customer, branch or distributor.
9. Patents
9.1 Mixtron s.r.l. shall not be liable for any expenses or damages suffered by the Customer resulting from legal actions or proceedings taken against the Customer based on complaints due to the fact that (i) the use of a product, or part of it, supplied according to these conditions, in combination with products not supplied by Mixtron s.r.l. or (ii) a manufacturing process or any other process where a product or any part of it, supplied according to these conditions, constitutes a direct or indirect infringement of any patent.
10. Trademark
10.1 The Customer shall indemnify Mixtron s.r.l. for any expenses or losses caused by the infringement of filed patents or trademarks deriving from the fact that Mixtron s.r.l. has adapted its design based on the Customer’ specifications or instructions.
11. Confidentiality – Industrial Property Rights
11.1 The Parties must observe strict confidentiality and must not disclose to third parties confidential information received in any form or in any case taken for the execution of the Contract, by way of example, technical, commercial or business information, drawings, documentation, models, correspondence or secrets. Disclosure to third parties can take place only with the written consent of the other Party.
11.2 The Parties undertake to keep strict confidentiality of the Confidential Information by assuming full responsibility even in regard to the observance of said obligation on the part of employees and collaborators and hereby undertake to return all documents in general to the other Party that are classified as “reserved” at the time of delivery pursuant to the Contract.
11.3 It is understood between the Parties, that Mixtron s.r.l. shall preserve all industrial and intellectual property rights on the Products that are part of the supply, including engineering and know-how and that their use is permitted to the Buyer only for purposes of executing the Contract.
11.4 The Parties expressly agree that the obligations envisaged in this section 11 shall remain valid and binding on the Parties, even after the termination of the Contract for any reason.
12. Trade compliance
12.1 The Customer declares to observe all applicable laws and business standards regarding the Products supplied to Mixtron s.r.l., including international laws and regulations.
12.2 The Customer acknowledges that some products of Mixtron s.r.l. may be subject to export or import control restrictions and warrants that it will not export, re-export or transfer products of Mixtron s.r.l. subject to export or import control restrictions without the required license or authorisation. Mixtron s.r.l. will not be responsible for missed delivery of any product in case of the inability to obtain or maintain any license or authorisation for the required exportation or importation.
12.3 The Client represents and warrants that it will not sell, export, re-export or use any Product of Mixtron s.r.l., directly or indirectly, in breach of economic sanctions or trade embargos.
12.4 The Customer represents and warrants that it is not subject to restrictions (defined as any entity listed in the consolidated screening list of the United States, in the consolidated list of the European Union of people, groups or entities subject to EU financial sanctions, in the list of sanctions of the United Kingdom or in any other list with applicable restrictions) and not to be owned or controlled by any party included in the above lists.
12.5 The Customer warrants that it will not engage in any transactions regarding the Products of Mixtron s.r.l., directly or indirectly, in breach of the restrictions placed on persons or entities included in the above lists or in any other applicable list of parties subject to restrictions.
12.6 The Customer warrants that in regard to the supply of Products of Mixtron s.r.l., no financial transactions will be undertaken, directly or indirectly, in breach of the restrictions on credit institutions subject to sanctions.
12.7 The Customer agrees on the fact that all the provisions of this Trade Compliance clause are essential and that a breach of any declaration or guarantee will entitle Mixtron s.r.l. to terminate any contract between the Parties with immediate effect.
12.8 In case of a breach of sections 12.1 through 12.7 or breach of regulations on Export Control on the part of the Buyer or its assignees, the Parties agree that Mixtron s.r.l. shall be indemnified from any liability and that the Buyer shall indemnify Mixtron s.r.l. from any prejudicial consequents that may be suffered.
13. Expressed termination clause
13.1 In compliance with article 1456 of the Italian Civil Code, Mixtron s.r.l. shall have the right to terminate each Sale at any time by sending a written notice to the Customer, in case of a breach of the obligations set out in section 5 (Price and Payments).
14. Competent court
14.1 These Conditions of Sale are drawn-up with reference to Italian law and any disputes must be resolved according to Italian law, even by way of derogation from international conventions.
14.2 Any dispute regarding the execution and interpretation of these Conditions of Sale shall be subject to the exclusive jurisdiction of the Court of Reggio Emilia.
15. Text and form
15.1 The official language is Italian. In case of a conflict in interpretation, the Italian version of this document shall prevail.