GENERAL TERMS AND CONDITIONS OF SALE – NF TRADING S.R.L.
Art. 1 – General Provisions
1.1 These General Terms and Conditions of Sale govern all commercial relations between NF Trading S.r.l. (hereinafter the “Supplier”) and the Customer (hereinafter the “Buyer”). Every order placed implies full acceptance of these conditions, unless otherwise agreed in writing.
1.2 Any differing conditions proposed by the Buyer shall be deemed null and void unless expressly and formally accepted in writing by the Supplier. Silence on the part of the Supplier shall not be construed as implicit acceptance.
1.3 The sale is deemed finalized upon the Supplier’s order confirmation, which shall include all necessary contractual and specific information.
Art. 2 – Delivery and Transfer of Risk
2.1 Deliveries shall be made under the terms indicated in the order confirmation. Delivery times are indicative and non-binding.
2.2 For scheduled orders, each delivery shall be treated as an independent transaction. In case of delays, the Supplier shall not be liable for direct or indirect damages.
2.3 If the Buyer fails to collect the goods, the Supplier may charge warehousing costs or terminate the contract.
2.4 Risk passes to the Buyer upon dispatch. The Buyer is responsible for transport insurance and verifying the means of transportation.
Art. 3 – Quality, Tolerances, Acceptance
3.1 Products conform to standard commercial and technical specifications (e.g., IPC standards), unless otherwise agreed in writing.
3.2 The Supplier does not warrant suitability for specific purposes unless explicitly agreed.
3.3 In case of discrepancies in technical test results, the Supplier’s tests shall prevail.
3.4 Deviations in weight, dimensions, and quality in line with commercial practices are permitted.
3.5 Quantity variations of ±10% are allowed where exact production outcomes are not feasible.
Art. 4 – Claims and Liability
4.1 Products are inspected prior to dispatch. Claims must be submitted within 8 days of receipt.
4.2 If a defect is acknowledged, the Supplier may replace or refund the product at its discretion. Compensation shall not exceed the invoiced value.
4.3 The Supplier shall not be liable for indirect damages, production losses, or loss of profit.
4.4 Defects do not entitle the Buyer to delay or suspend payment.
4.5 The Buyer shall ensure that its insurers waive any rights of recourse against the Supplier.
Art. 5 – Prices and Payment Terms
5.1 Prices are net of VAT unless otherwise specified.
5.2 Payments must be made as indicated in the order confirmation.
5.3 In case of late payment, default interest equal to the 3-month EURIBOR rate plus 3 percentage points will apply, along with a 10% penalty on the total invoice amount, without the need for formal notice.
5.4 If the order is cancelled, the Buyer must pay a cancellation fee equal to 30% of the order value, without prejudice to additional damages.
Art. 6 – Retention of Title
6.1 Goods remain the property of the Supplier until full payment is received.
6.2 If the goods are combined with other materials, the Supplier becomes co-owner of the resulting product.
6.3 The Buyer may not dispose of the goods prior to full payment and must protect them from seizure.
Art. 7 – Contract Termination
7.1 The Supplier may terminate the contract if suspended for more than 30 days without agreement on resumption.
7.2 The Supplier may also terminate the contract if the Buyer fails to comply within 15 days of formal notice.
7.3 In serious cases (e.g., insolvency), the Supplier may terminate the contract without notice.
7.4 In the event of termination, all payments made remain with the Supplier, and the Buyer must settle any remaining value.
Art. 8 – Force Majeure
8.1 The Supplier is not liable for delays due to force majeure events.
8.2 Such events include: natural disasters, strikes, wars, shortages, accidents, government actions, etc.
8.3 If the event persists for more than 30 days, either party may terminate the contract without obligations.
Art. 9 – Intellectual Property and Confidentiality
9.1 All technical documents provided by the Supplier remain its exclusive property and are confidential.
9.2 The Buyer agrees not to disclose or use such information for purposes other than contract execution.
9.3 Upon contract termination, such materials must be returned to the Supplier.
Art. 10 – Severability
Should any provision of these terms be deemed invalid, this shall not affect the validity of the remaining provisions.
Art. 11 – Trade Sanctions and Anti-Diversion
11.1 The Buyer undertakes to comply with all applicable trade sanctions regulations.
11.2 Any diversion from the agreed destination is prohibited without the Supplier’s written consent.
11.3 The Supplier may terminate the contract without notice if such obligations are breached.
11.4 The Buyer agrees to pass on these obligations to any downstream buyers.
Art. 12 – Jurisdiction
12.1 These terms are governed by Italian law.
12.2 Any disputes shall fall under the exclusive jurisdiction of the Court of Milan, unless otherwise agreed.
The Buyer declares to have read, understood, and expressly accepted the above terms and, in particular, the clauses contained in Articles 2, 4, and 5.
