1) Scope of the General Terms and Conditions of Sale
a. These General Terms and Conditions of Sale regulate the sales relationship between Bruno Folcieri s.r.l., hereinafter referred to as the Seller, and the Customer, hereinafter referred to as the Buyer, of the granulator intended for grinding plastic material, to be understood both as a single piece of machinery, whether or not including the electrical panel (in the latter case with only the incorporation plate), and as component(s) of the grinding line (by way of example leaf-dragging rollers, pushers for bulky masses, conveyor belt, grinder transport fan, dry material discharge auger, metal detector, soundproofing cabin, stainless steel feed hopper, drainage auger), hereinafter referred to as ‘Product’ as a whole. When this is expressly agreed in the contract of sale of the Product or in a different and separate contract, the Seller shall supply the Buyer, against the agreed consideration, with the spare parts or components that the Buyer needs for the use of the Product, for which these General Terms and Conditions of Sale shall also apply.
b. They shall be understood to be accepted without reservation by the Buyer, at the same time as the acceptance of any contract of sale, consisting of the Offer, Acceptance and Order Confirmation, which, therefore, together with the technical specifications of the Product, constitute the contractual apparatus that regulates the relations between the Seller and the Buyer. In any case, the Offer is valid for three months and, once Acceptance has been received, it cannot be cancelled, nor modified, except by agreement of the Parties.
c. Should any clause of these General Terms and Conditions be wholly or partially inapplicable and/or invalid, this shall not affect the validity of the other clauses.
d. Any amendment/termination of all or parts of these General Terms and Conditions of Sale shall be made in writing, in agreement between the Seller and the Buyer.
e. These General Terms and Conditions of Sale shall prevail over any general terms and conditions of purchase of the Buyer and over any previous agreements between the Parties.
f. If the contract of sale is assigned to a third party, the Buyer, who shall be liable to the Seller in respect of the commitments undertaken under these General Terms and Conditions of Sale, shall inform them that these General Terms and Conditions of Sale shall continue to apply in all their terms, which, in any event, shall also be deemed valid vis-à-vis the assignee, except as provided for in condition 7) i.
2) Product Features
a. The Seller warrants, pursuant to Articles 1490 et seq. of the Italian Civil Code, that the Product supplied is free from defects that make it unsuitable for the use for which it is intended or that appreciably diminish its value. On the other hand, the Seller, as specified in sub 7), does not assume any guarantee for materials that are not its own production.
b. The weights, dimensions, capacities, prices, yields and other data in catalogues, brochures, circulars, advertisements, illustrations and price lists are approximate indications. These data shall not be binding except to the extent that they are expressly provided for in the contract. Any photographs in the Offer and/or the Seller's Order Confirmation are not contractual and are for illustrative purposes only.
c. The Seller's Product complies with the relevant industry standard UNI EN 12012-1:2018 and the Machinery Directive. The granulator bears the CE mark.
d. Directive 94/9/EC (ATEX) implemented by Presidential Decree No. 126 of 23 March 1998 is not applicable to the granulator intended for the grinding of plastic material, since it cannot be used in a working environment where an explosive atmosphere is likely to form. The Seller and the Buyer may, nevertheless, agree on technical and economic variants that are necessary and sufficient to make the machine/equipment meet the requirements for explosive atmospheres in a working environment.
e. Without prejudice to the foregoing, the Seller declares that the Product is manufactured in compliance with the regulatory provisions in force in Italy on the date the contract of sale is signed, excluding any guarantee concerning the Product's compliance with laws, safety regulations and/or technical standards in force in countries other than Italy. The Buyer shall therefore indemnify and hold harmless the Seller against any claim and/or any cost that may arise from or in relation to the Buyer's failure to ascertain that the Product complies with the laws, safety regulations and/or technical standards in force in the countries of destination other than Italy.
3) Exclusions
a. Collateral works necessary for the installation of the Product are excluded from the sale and, therefore:
• all building works in general;
• the electrical system and all electrical regulation systems, cable ducts, cables and wiring of the individual machines;
• compressed air lines;
• the hydraulic pumping and control system;
• the water purification plant;
• smoke and dust extraction systems;
• the custody of the worksite;
• anything not expressly mentioned in the Offer and these General Terms and Conditions.
4) Installation and commissioning
a. If the sale also includes the installation of the Product, the Buyer shall be solely responsible for ensuring the prerequisites at the place of installation. In this case, the General Terms and Conditions of Sale are supplemented as follows.
b. Prior to the commencement of installation and commissioning works, the Buyer shall have the installation site viewed by the Seller's operators and the characteristics of any existing production activity concurrent with the installation works shall be explained.
c. The Seller's operators shall also be made aware of the characteristic aspects of the site described below:
• presence and location of sanitary facilities (changing rooms, toilets, recreation area, first-aid kit, etc.) and the permitted walking routes;
• evacuation plan, indicating escape routes;
• instructions on emergency management and the names of first aid and fire-fighting officers, with their telephone numbers;
• list of risks present in the company related to in-house work;
• possible presence of toxic, flammable, explosive substances.
d. Buyer shall guarantee the Seller the availability of lifting means with a capacity suitable for the weight of the machines and equipment to be moved, compressed air systems with available pressure of 6 bar, electric power with a minimum power of 6 kW, ladders, scaffolding. The Buyer shall self-certify in advance to the Seller the compliance of the plant and equipment with the regulations in force, regularly maintained and checked.
e. Should the characteristics of the installation site or of the Product to be installed require the use of equipment operated by specially trained personnel, it shall be the Buyer's responsibility to make such personnel available to the Seller's operators, subject to prior written notice.
f. Should the installation of the Product take place in an unmanned location, it shall be the Buyer's responsibility to provide the Seller with an operator for the duration of the worksite.
g. Buyer undertakes to facilitate in every way the work of the Seller's personnel and to ensure that this work can begin immediately upon arrival on site and can continue without interruption until completion. In particular, by way of example, the Buyer undertakes to:
• complete all necessary work, of whatever nature, prior to the commencement of work by the Seller's personnel;
• have the necessary connections (electricity, energy, water, etc.) ready, as well as the necessary equipment and tools, including lifting and internal transport equipment;
• provide lockable rooms for storing the tools and clothing of the Seller's personnel in the immediate vicinity of the workplace;
• prepare the parts to be assembled on site, ensuring complete protection;
• keep all appropriate auxiliary personnel ready;
• guarantee the safety of the Seller's technicians at all times.
h. At least 15 days in advance of the date of commencement of installation work, the Buyer shall send the company DUVRI to the Seller, on the basis of which the SOP relating to the worksite to be worked on will then be sent to the Buyer.
i. Should the Buyer fail to comply with the above requirements in whole or in part to such an extent that the installation operations are delayed or slowed down, the Seller shall be charged for the resulting costs.
j. By signing these General Terms and Conditions, the Buyer expressly accepts and acknowledges that all or part of the activities connected with the sale of the Product may also be carried out by the Seller through companies/companies/companies of its trust.
k. In any case, the Seller shall not be liable in any way whatsoever for pecuniary or non-pecuniary damage, direct or indirect, attributable to the conduct and/or omissions of the Buyer or of any third party not authorised by the Seller. The possible presence, during the installation activity, of personnel commissioned by the Seller shall not, in any case, imply the latter's liability in the event of any problems and/or damages arising from and/or connected with the activity itself.
l. Once the installation procedure has been completed, the Buyer's technical staff will proceed with interconnection, commissioning and functional testing in order to verify correct operation.
m. After successful acceptance, the Buyer's legal representative or person delegated by him shall sign the installation, test and acceptance certificate for acceptance.
n. The Seller is expressly exempt from liability in the event of failure of the line due to machinery placed upstream and/or downstream from those supplied by the Seller for which the Seller assumes no warranty obligation.
5) Terms, conditions and payment guarantees
a. Terms, conditions and payment guarantees are agreed between the Parties in the Offer and the relevant Acceptance. Without prejudice to specific agreements, prices are always expressed in Euro and include normal packaging.
b. The Buyer undertakes to pay the Seller the consideration for the Product in accordance with the terms and conditions of payment agreed upon in the Order Acceptance or Order Confirmation.
c. Any default by the Seller shall not entitle the Buyer to suspend or delay payments.
d. If payment in instalments has been agreed, late payment of even a single instalment shall forfeit the right to any discount or facilitation and mean that the entire unpaid amount immediately due.
e. In the event of a deferred payment, the Product remains the property of the Seller until the price is paid in full, with the express reservation of title in favour of the Seller.
f. For payments made late with respect to the agreed due dates, the Seller reserves the right to charge the Buyer, without prior reminder, default interest as provided for by Legislative Decree No. 231 of 9 October 2002, implementing the Directive of 29 June 2000/35/EC "combating late payment in commercial transactions", without prejudice to the right to compensation of the costs incurred for the recovery of the sums not paid on time, subject to proof of greater damages.
g. Without prejudice to the foregoing, non-payment, in whole or in part, of the amount owed by the Buyer to the Seller within the established terms, shall entitle the latter not to proceed with the execution of the order, or to suspend immediately and without notice the disbursement in favour of the Buyer, without prejudice to the Seller's right to terminate the contract by availing itself of the remedies provided for by law. Without prejudice to the retention of any amounts already paid by the Buyer and without prejudice to the compensation for damages suffered.
h. The Seller shall also have the right not to render its performance or to suspend the performance thereof, even if it has already begun, in the event provided for in Article 1461 of the Civil Code. (changes in the financial conditions of the contracting parties, e.g. protests of cheques or bills of exchange, unpaid Ri.Ba., shortage of funds on current accounts, injunctions, seizures), including the case in which the financial conditions of the Buyer were not known to the Seller at the time of the conclusion of the contract, or in the case of non-fulfilment of any obligation, including accessory obligations, assumed by the Buyer towards the Seller under the present contract or under the terms of other relations existing between the Parties. In all such cases, however, the Seller may make the performance or completion of its services subject to the Buyer's prior full payment of the relevant consideration. In addition to the foregoing, the Seller may subordinate the performance or completion of its services upon prior full payment of the relative consideration by the Buyer, even if the latter, in the Seller's sole discretion, does not offer adequate guarantees of compliance with payment terms and deadlines, or if, at the time of or following the request for services, the Buyer's exposure to the Seller is greater than the credit line that the latter may have granted in its sole discretion.
6) Making the Product Available
a. The Seller undertakes to make the Product available to the Buyer within 180 days from the Order confirmation, it being understood that in the event of unforeseeable circumstances or events of force majeure or, in any case, beyond the Seller's control, including but not limited to natural catastrophes, war events, governmental measures, lack/unavailability of raw materials, import difficulties, accidents, strikes, etc., the Seller shall not be held liable for any non-fulfilment and delays in making the Product available and in testing. As a result, the Buyer shall not be entitled to claim damages and/or terminate the purchase agreement.
b. It is understood that the Buyer must guarantee to the Seller all conditions necessary for making the Product available, in the absence of which the Seller is authorised to store the Product.
c. If the Buyer fails to collect the Product ex-works within the peremptory term of 5 days from the date it was made available, the Buyer shall be obliged to make the agreed payments and to reimburse the Seller for storage costs at a flat rate of 1% of the full price of the supply, in addition to any damages caused by the delay attributable to the Buyer.
d. After 30 days have elapsed from the expiry of the deadline for collecting the Product, the Seller may act at its own discretion in accordance with clauses 5) g. and 5) h.
e. To the extent permitted by law, the Buyer expressly exonerates the Seller from any liability for pecuniary and non-pecuniary damages, direct and/or indirect and/or unforeseeable damages, losses, capital losses and any detrimental consequence that may be caused to the Buyer, to persons and/or movable and immovable property, also of third parties, by the failed, delayed or inexact provision of the Product, except in cases of fraud or gross negligence on the part of the Seller.
7) Warranty, Limitations and Exclusions
a. The warranty period is 12 months from commissioning and, in any case, 15 months from making the Product available, excluding motors, electrical and electronic parts for which the manufacturer's warranty applies.
b. In the event that the contract of sale provides for the commissioning of the Product, the guarantee is only valid if it is carried out under the supervision of the Seller's personnel.
c. The guarantee is valid only and exclusively for purely defective and/or faulty parts and therefore excludes the guarantee for parts subject to normal wear and tear.
d. All expenses relating to interventions by the Seller's technicians, with the exception of repairs and/or replacement of parts under warranty, shall be borne entirely by the Buyer. Spare parts will always be sent ex works by Bruno Folcieri s.r.l.
e. At the time the Product is made available and put into operation, if any, the Buyer is obliged to check the packaging and the Product, immediately reporting any damage and/or problems detected and, in this case, raising specific reservations to be noted in writing. Failing this, the Product shall be deemed accepted and the Buyer shall forfeit all rights, warranties, actions and exceptions relating to conformity defects and flaws in the Product that, according to diligence, could have been detected during testing or commissioning. In case of minor defects that do not considerably impair the efficiency of the Product, the Buyer may not reject the Product in any case.
f. Any claims or disputes that could not be verified at the time the Product was made available must be communicated in writing by the Buyer to the Seller within the peremptory term of 8 days after the Product was made available or the defect was ascertained. Otherwise, the Product shall be deemed accepted by the Buyer and in perfect condition.
g. Without prejudice to the foregoing, it is understood that the guarantee shall be valid and operative only following the full and complete payment of the price by the Buyer, if the payment is to be made in a lump sum, or only following the payment of a deposit, if it has been agreed upon in instalments. To the extent permitted by law, in accordance with sub 5) c., no claim may be asserted in court, not even by way of exception, if the amounts due by the Buyer to the Seller has not been paid regularly.
h. Any requests for total or partial return of the Product must be duly justified in writing by the Buyer. The Seller reserves the right to assess, at its own unquestionable judgement, the return request, which shall only be deemed accepted subject to prior written authorisation. In any case, the Product, always within the time period referred to in point a., must be in like-new condition, must be returned intact in all its parts and/or installations, in its original packaging and, at the Buyer's care and expense, ex-works.
i. In the event of transfer, for whatever reason, by deed between living persons, of the Product to a third party, the guarantee for defects and (where applicable) the guarantee for good functioning shall also be valid in favour of the third party transferee on condition that the latter has accepted and specifically approved these General Terms and Conditions by signing them.
j. The guarantee is excluded in the event of:
• late or non-payment;
• installation and commissioning of the Product by personnel not authorised by the Seller in the event that the contract of sale includes commissioning;
• processing with materials other than those specified in the contract or materials of poor quality or materials that may cause abnormal mechanical stress;
• inappropriate or incorrect use of the Product;
• natural wear and tear of the Product;
• non-compliance with the rules set out in the operation and maintenance manual and with safety regulations;
• incorrect, deficient or absent maintenance;
• neglect and/or negligence;
• carrying out modifications or repairs or tampering without the prior consent of the Seller;
• unforeseeable circumstances and force majeure.
k. The Seller's warranties are limited to what is expressly provided for in this contract. In no event shall the Seller be liable for loss of profit, loss or direct or indirect damage of any kind and/or arising from mere suggestions made to the Buyer, for damage to persons and/or property.
8) Transport risks
a. The Product is returned Ex Works (EXW) via Sopracomune, 1 - 26030 Volongo (CR), unless otherwise agreed with the Buyer (FOB, CIF, DAP, etc.).
b. In the case of EXW the Product is subject to the total and exclusive liability of the Buyer and, therefore, the risk passes to the Buyer at the time of notice to make the Product available.
c. The Seller disclaims any and all liability for damage suffered by the Product during transport.
d. The Product shall be insured against the risk of transport only on the Buyer's specific instructions, the costs of which shall be borne exclusively by the Buyer, unless otherwise agreed.
e. Notwithstanding the foregoing, the Parties may agree to transport the Product at the Seller's charge, with consequent agreement on costs and methods (FOB, DAP, CIF, etc.). In any case, the Product shall be entrusted to the carrier/shipper of the Seller's trust. In this case, the limitations of liability provided for in the transport/shipping contract between the carrier/shipper and the Seller shall apply. Any liability of the Seller for errors or delays in delivery due to transport or customs clearance of the Products or, in any case, to facts not directly attributable to the Seller is excluded.
f. Pursuant to Article 20 of the Code of Civil Procedure, the competent Court, including in the event of disputes concerning transport, is the one where the goods are loaded and, therefore, the Court of Cremona.
9) Exclusive ownership, licence for use and duty of confidentiality
a. Drawings and technical instructions for the assembly, installation and maintenance of machinery and equipment, including the manual and technical information, are the exclusive property of the Seller. They may not be transferred to third parties without the prior written consent thereof.
b. Ownership, copyright and other rights under applicable laws are not assigned or transferred to the Buyer.
c. It is expressly forbidden for the Buyer to disclose and/or use, either directly or indirectly, all knowledge, information, news, data, documents, software applications, procedures, drawings, patents, know-how and other intellectual property rights relating to the Product, of which the Buyer may become aware in the performance of the contractual relationship with the Seller. In particular, it is expressly forbidden for the Buyer to reproduce, disclose to third parties, use on its own behalf or on behalf of others, the designs and drawings of the Product supplied by the Seller, as well as the original software and technical solutions contained therein. The Buyer therefore acknowledges the Seller's rights and shall treat the documents received as trade secrets and shall not use them for purposes other than those for which they were delivered to him.
d. The programme(s) may not be transferred, leased or assigned to third parties unless it/they are transferred together with the Product and with the written consent of the Seller.
e. The Buyer shall not duplicate or otherwise reproduce the programme(s), unless such reproduction is made for security reasons (back-up copy) or to ensure the functioning of the programme(s).
f. The obligation of confidentiality shall also extend to the period after the termination of the contractual relationship between the Parties, until such time as the aforementioned confidential information is disclosed by the Seller or legitimately enters the public domain.
10) Applicable Law and Jurisdiction
a. These General Terms and Conditions of Sale are governed by Italian national law, with the exception of the conflict-of-law rules of that legal system, which are not referred to herein.
b. In no case shall the United Nations Convention on Contracts for the International Sale of Goods, adopted in Vienna on 11.4.1980, apply.
c. For any dispute concerning the interpretation, validity and/or execution of this Contract, or in any case arising out of, dependent on or consequent to this Contract, the Court of Cremona shall have exclusive jurisdiction, with express exclusion of competing and/or alternative Courts.
11) Personal data processing and Industry 4.0
a. The information regarding the processing of personal data in accordance with EU Regulation 2016/679 (“GDPR”), “Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC”, and the corresponding national implementing regulations (Legislative Decree 196/2003, as amended by Legislative Decree No. 101/2018), is governed by the conditions attached to these General Terms and Conditions of Sale.
b. They also apply in relation to Industry 4.0 through which the Product is configured by the Seller so that a remote control system configuration service and intervention is possible via a tpc/ip network connection of the Buyer and an internet connection.
For acknowledgement and unconditional acceptance of the above General Terms and Conditions,
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Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Buyer specifically accepts and approves the following clauses: 1) e., 2) b., 2) e., 4) k., 4) n., 5) c., 5) d., 5) g., 5) h., 6) a., 6) c., 6) d.,6) e., 7) a., 7) b., 7) e.), 7) f., 7) h., 7) i., 7) j., 7) k., 8) b., 8) c., 8) e., 8) f., 9) f., 10) b., 10) c.
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