GENERAL SALES CONDITIONS

1. CONTRACT

This order from the Purchaser is considered accepted only after the written confirmation from BREAK POLYMER SRL. Any following modification wanted by the Purchaser will not be valid unless it is accepted in writing by BREAK POLYMER SRL, with any specification on new delivery terms.

2. DELIVERY PLACE AND TRANSPORT

The delivery of the goods and the consequent passing of all risks of loss or damage shall take place according to the terms agreed upon in the present Sale and Purchase Agreement and in accordance with the INCOTERMS 2020. The suitability of the means of transport is determined at the sole discretion of BREAK POLYMER SRL.

3. TERMS OF DELIVERY

The terms of delivery agreed upon, are indicative. Any and whatsoever recourse from the Purchaser for direct or indirect damage in case of delayed delivery is excluded. An incidental delay cannot be pleaded as a cause for the cancellation of deed of Sale.
The delivery terms are meant tacitly to be extended for acts of force majeure such as strikes, lack of electricity supply, epidemic, natural calamities, delivery delays caused by third parties and in all other cases for which BREAK POLYMER SRL is not responsible for the delay.
Should the delivery not take place according to the terms agreed upon for causes which can be ascribed to the Purchaser (e.g. definition of a noncompleted loan practice, non-availability of the premises or of installation works etc.) BREAK POLYMER SRL reserves the right to establish new terms of delivery according to its needs.
Partial deliveries will always be acknowledged. The consignment will be considered as carried out from all legal points of view from the warehouse of BREAK POLYMER SRL, even if not carried out form the warehouse of BREAK POLYMER SRL.

4. TRANSPORT – PACKING

Unless otherwise agreed, all the transport expenses will be charged to the Purchaser.
Return of goods shall be considered EXW Grantorto (Italy).

5. SALES OBJECT

Only the plants, the machinery and the accessories described in the deed of Sale are part of this deed.

6. TEST

The test is carried out at the premises of BREAK POLYMER SRL before shipment. The Purchaser on request has the right to be present himself/herself or may delegate someone for the test before collecting the machinery.

7. INSTALLATION AND COMMISSIONING

BREAK POLYMER SRL guarantees the presence of its own specialised personnel for the period and at the costs established in the deed of Sale, for the installation of the machinery which is the object of this deed.
BREAK POLYMER SRL guarantees furthermore, for the commissioning of the machinery part of the object of this deed of Sale, the presence of its own specialised personnel in compliance with the terms agreed upon in the contract itself.
All the works, connections, manpower and whatsoever needed for the installation and assembly of the machinery, which is part of this deed, is at the Purchaser’s concern in all cases.

8. TECHNICAL DATA

The dimensions, weights, capacity, efficiency and all the other data appearing in catalogues, schedules, drawings, circular letters, photographs, advertisements and price lists, are indicative.
BREAK POLYMER SRL unquestionably reserves the right to modify such data without notice.

9. WARRANTY

BREAK POLYMER SRL warrants the Purchaser, but not his possible buyers or future owners, for the machinery object of this deed of Sale for the term of 12 months starting 30 days after the transport document date, on parts only, excluding labour.
Excluding wear parts. Wearing parts are filters (laser punched or microperforated), scrapers, wire cloth filters, gaskets, oil filters, lubricants.
Spare parts shipping costs at your expense.
The guarantee covers the repair or replacement of parts recognised as defective in manufacture at the sole discretion of BREAK POLYMER.
The eventual replacement of components foresees the return of the defective part by the purchaser to the Break Polymer factory (Grantorto Padova – Italy). The repair or replacement of parts under warranty in no way modifies the expiry date of the initial warranty.
The warranty does not apply to parts that have been tampered with or damaged by the Buyer.
The Buyer waives the right to claim damages or expenses in advance, including those resulting from the temporary non-use of the purchased machine for as long as it takes to restore it to working order.
The warranty does not in any case extend to parts worn out by normal use and is understood to be excluded if the failure was caused by or contributed to by the incorrect use of the machine, modifications or repairs made by the Purchaser, or the use of unsuitable lubricants.

10. TECHNICAL ASSISTANCE

BREAK POLYMER SRL guarantees the Purchaser the keeping of a technical post-sale assistance by sending specialised personnel. The costs of such performances will be charged to the Purchaser,

11. PRICE REVISION

BREAK POLYMER SRL guarantees the keeping of prices agreed upon in the deed of Sale up to the date of delivery established for the machinery.
In case of exceptional market events and in case of delayed delivery for causes due to the Purchaser, BREAK POLYMER SRL reserves the right to revise the prices.

12. PLACE AND METHOD OF PAYMENT

If not carried out in compliance with the method agreed upon, each payment has to be carried out at the premises of BREAK POLYMER SRL.
The issuing of bills of exchange, to be meant “pro-soluto” (from Latin as if it were paid even if the payment has to be carried out) will not change the place where to carry out the payment, nor will it constitute the renewal of the pre-existent relationship.
Default interests calculated on the current interest bank rates will be applied for each delayed payment as agreed upon.
The Purchaser will not have the right to suspend or modify in any case the payments, even if a controversy between the parties arises for whatsoever reason though regarding the security given by BREAK POLYMER SRL or the security foreseen by law.
An interest bank rate in force will be reckoned for the instalments not paid without being placed in default.
In case of non or delayed payment of only one of the convened instalments, the Purchaser will lose the benefit of terms and BREAK POLYMER SRL will have the right to claim the total payment of the price still due up to then.
The incidental issue or release of bills of exchange do not represent a novation and, if agreed upon, the lack of production of the bills within the terms established, will equally give rise to the loss of terms of payment benefits.

13. RETENTION OF TITLE

Hire purchase is subject to the Agreement of Retention of Title in favour of BREAK POLYMER SRL, till the complete and integral of the convened price.
The Purchaser is bound to perfection all the formalities regarding this Agreement.
Lacking to accomplish such formalities will give rise to the cancellation of the contract, The Purchaser is obliged to give immediate notice to BREAK POLYMER SRL in case of change of domicile.

14. TRANSFER OR CHANGE OF CORPORATE NAME OF THE PURCHASER

In case of conversion or change of juridical-economic nature of the Purchaser, he/she will have to give notice immediately to BREAK POLYMER SRL, and it can consider cancelled “ipso iure” (automatically) the contract or accept the new situation, leaving the obligation of the former Purchaser unchanged.

15. NON-FULFILLMENT OF THE SELLER

The cancellation of the deed of sale, if it depends on the Seller’s responsibility, will give the Purchaser the right to restitution of contingent payments on account carried out plus legal interests.

16. DUTIES AND TAXES

All prices in this offer are VAT excluded. Any and whatsoever tax burden, expense and duty associated with this contract will be paid by the Purchaser.

17. PLACE OF JURISDICTION

Any controversy in the interpretation or in the execution of this contract will be referred to the Juridical Authority of Padova, which is therefore the exclusive or competent Court, in order to solve controversies which might arise between the parties.

18. RESERVATION OF TITLE

Should the payment be carried out -completely or partially- after delivery, the products delivered will remain the property of the seller up to the moment of complete payment of the price.

19. APPLICABLE LAW

This contract is exclusively governed by the Italian law.

 

For any juridical effect of article 1341 of the Italian Civil Code, the Purchaser hereby declares to have closely looked over and therefore to accept
the provisions above mentioned in the general sales terms, as specified below:
(3)       Regarding the consignment and terms of delivery;
(6)       Regarding the execution of test and relative consequences;
(9)       Regarding the warranty given by BREAK POLYMER SRL;
(11)     Regarding the price revision due to cost increase;
(12)     Regarding the payment obligation of the price though the Company.s or the law guarantees are still in force,
(12)     Loss of benefit of terms;
(13)     Retention of title;
(17)     Regarding the territorial competence reserved to the Court of Padova (Italy)
(19)     Applicable Law.