Art. 1 – Prices. All prices quoted are net prices to be paid to Thiene and do not include shipping and delivery unless otherwise indicated. The price is as stated at the time of delivery. If payment is deferred, eventual costs and interest as agreed upon and any other added charges will be the Buyer’s sole responsibility.
Art. 2 – Confirmation, deposits. Once the buyer has signed the contract he is held to said contract and it cannot be revoked. Orders confirmed with FAMA srl Agents and Representatives must be officially accepted and signed by FAMA. The orders must be accompanied by the agreed upon deposit. Should the Buyer revoke his order, the deposit will be kept by FAMA to cover its costs, unless further damages are assessed. Deposits are non-interest-baring.
Art. 3 – Delivery. Delivery terms are purely indicative: the Seller can assume no responsibility should the merchandise be delivered beyond the deadlines established. Merchandise is considered delivered to all effects and purposes by the simple communication (including the sending of the invoice) that the goods are available to the Buyer or handed over to the delivery service.
Once the merchandise is in the control of the Buyer, he is responsible for all risks and expenses. The Buyer will have up to ten days, from the time it is communicated as available, to collect the merchandise ordered. Should the merchandise not be collected by the Buyer within the time limits established, the Seller will consider the contract fulfilled and the Buyer’s failure to collect does not exonerate him from the payment of the agreed upon prices within the terms established, and failure to do so will result in legal action.
Art. 4 - Payment. Payment must be made directly to the Seller. The Buyer must pay the Seller the entire amount due as per the invoices for the merchandise ordered and in the currency agreed upon by both parties. Delayed payment will automatically result in the accrual of interest as stipulated by Italian Legislative Decree 321/02, without affecting any other rights FAMA srl may have. Failure to pay within the terms established by the contract will exonerate FAMA srl of any warranty obligations and will give FAMA srl the right to demand, without the need for a declaratory judgment, the immediate payment of the amount due on the entire order or the immediate resolution of the contract rights with the application of the lien agreement and the Buyer’s obligation to return the machinery delivered to the Seller. This paragraph constitutes an express termination clause and the Buyer waives his right to communication as per article 1456, second paragraph, so that the expressed termination clause will become operational with a simple notification of injunction acts as needed. Payments already received by the Seller will not be reimbursed and will be kept by the Seller to cover any expenses unless other damage has incurred as stipulated in article 1526 of the Italian Civil Code.
Art. 5 - Delivery. The Buyer is responsible for delivery and must assume all risks and costs thereof.
Art. 6 – Testing and Assembly. The Buyer must assign a contact person for the assembly process to which requests can be addressed and provide the manpower, assistance and work as needed. The Buyer is also required to provide a suitable space for the safekeeping of the materials and tools deemed necessary on site. Testing of the purchased items must be done no later than 15 days after the initial switching on of the machinery, and within 30 days of receipt of the merchandise. The Buyer must furnish the Seller the necessary material for the final testing thereof and provide the electricity needed to set the system in motion.
Art. 7 – Construction modifications. There is no obligation on the part of the Seller to modify products already constructed or being constructed for the Buyer after the purchase order has been signed and confirmed.
Art. 8 - Warranty. New machinery and new equipment are guaranteed for a maximum of twelve months after the date of delivery, within which time replacement or repairs, decided by the Seller, are without cost to the Buyer, including defective parts discovered after testing done by the Buyer. The following is excluded from the warranty: defective or broken parts due to poor or incorrect maintenance, incorrect use of the machinery, normal wear and tear and, especially, parts of the machinery normally subject to periodic replacement. Warranties for spare parts purchased from other manufacturers are recognized only within the limits of the manufacturers themselves. The costs of manpower, per diems, travel, accommodations and meals are the responsibility of the Buyer, unless other accords have been stipulated and included in the Purchase Agreement. The warranty will cease to be valid even before the first twelve months are over if the machinery has been used for more than 2,500 hours, that is, if it has been operated for more that 6 days per week, 8 hours per day for twelve months. The warranty will cease to be valid before the twelve months are up if the machinery has been tampered with or if the machinery has been worked on by untrained or unreliable mechanics, or mechanics not officially trained by FAMA srl. The warranty will cease to be valid if the machinery is sold to a third party by the Buyer as the warranty is designed specifically to assist the original Buyer, or if payment has not been received by the Seller, or if the machinery has been subject to negligence, mistreatment, or if the recommended maintenance schedule has not been adhered to by the Buyer, or deterioration results from accidents or any unauthorized modifications or additions to the machinery. The Manufacturer denies any responsibility for breakage of the machinery caused by improper use or a use different from that for which the machinery is intended as per the contract.
Replacement of parts and repairs do not interrupt the warranty timeframe, and replacement parts fall under the overall warranty of the machinery. In none of the cases provided for in this Article, may the buyer demand the termination of the contract or damages for the period of inactivity of the machinery.
Art. 9 – Taxes and other costs. Present and future taxes and any other costs affecting this Purchase Agreement, and the use of the sold merchandise, are all the responsibility of the Buyer. Registration, transcription and any other expenses incurred and consequent to this Purchase Agreement are the responsibility of the Buyer.
Art. 10 - Claims. Eventual claims and complaints by the Buyer must be communicated to FAMA Srl by means of a registered letter within eight days of delivery of the machinery, after which all rights to claims are annulled. Filing a claim, protest or complaint does not give the Buyer any right to deny payment to the Seller, or to suspend or delay payments as agreed upon.
Art. 11 - Insurance. It is the Buyer’s responsibility, under penalty of cancellation of the contract through his own actions and fault with the exception of major damage, to cover the purchased goods with an adequate insurance policy to protect against any risks in favour of the Seller until the entire amount due the Seller has been paid (unless a different agreement has been reached).
Art. 12 – Lien agreement. Until the purchased items have been fully paid, the Seller retains the right, as per express agreement – an essential condition of the Purchase Contract – to ownership of the items being purchased, and as such:
Art. 13 - Privilege. Until full payment has been made, the Seller, as alternative to that which is written in no. 12, retains the right as per article 2762 of the Italian Civic Code with regards to the amount not paid at the time of purchase.
Art. 14 – Governing Law and Jurisdiction. Italian legal system. For complaints, directly resulting from or in any case tied to this Purchase Agreement, and should there be a content or joinder wherein the Seller is involved, the Court of Vicenza is the only competent legal forum.