General conditions of Sale
Art.1 – General
1.1 The present General Conditions of Sale are intended to define the relationship between NF Trading srl,
hereinafter referred to as “Supplier”, and its customer, hereinafter referred to as “Buyer”.
All the Purchaser’s sales are made on the basis of these general contract conditions.
1.2 Any different terms and conditions or counter-confirmations that the Buyer can establish are
hereby expressly opposes and is formally rejected.
These different terms and conditions of the Buyer will be binding only on condition that
these different terms and conditions have been expressly confirmed in writing by the Supplier. The supplier
silence in relation to these different terms and conditions should not be construed as acceptance or
If a confirmation occurs, this confirmation will only apply to the specific issue, and will not affect precedents either
future sales of the Supplier.
1.3 Unless otherwise expressly specified by the Supplier, the sale becomes definitive when the Supplier confirms
receipt of the order form sent by the Buyer and adds the necessary information, in particular as regards the
contract conditions, including any specific exceptions to these general conditions of sale.
Art. 2. Delivery-Transfer of risk
2.1 Delivery will take place at the time, place and conditions indicated in the confirmation of receipt
The agreed delivery terms are to be considered only approximate and are not binding.
No delay in delivery can lead to liability for the Supplier and entitles the Purchaser to request compensation for damages.
If a delivery date has been agreed, but delivery is delayed due to circumstances beyond
The control of the supplier, the Buyer will be immediately informed.
In this case, the delivery date will be extended accordingly for the duration of this delay.
The Supplier reserves the right to accept or refuse the cancellation of orders for late delivery.
2.2. 2.2. As for orders on call, each part of shipment is to be considered as an independent shipment.
transaction. The Supplier must be granted the period of time necessary to perform
If a binding deadline for delivery is agreed, the Buyer will be entitled to request, in case of delay, only the
the cancellation of the product not yet in the manufacturing phase, without requesting compensation for damages of any kind
and only after giving formal notice of default to the Supplier.
2.3. 2.3. In the event that the Buyer does not take delivery of the goods, the Supplier will be entitled, at its discretion,
store the goods at the risk and expense of the Buyer in a place that the Supplier deems suitable and a
invoice the goods as if they had been delivered, or completely withdraw from the contract with regard to the outstanding
and to seek compensation for direct and indirect damages, in which case special notice is not required.
2.4. 2.4. The risk is considered transferred to the Buyer when the goods leave the factory.
From that moment on, the goods travel at the Buyer’s risk.
The Supplier declines all responsibility regarding the regularity and quality of the means of transport by rail,
road, plane, sea, river or storage.
The Purchaser and his carrier have full responsibility for loading and transportation.
The Buyer will therefore take out the necessary insurance policies to cover these risks.
Unless otherwise indicated in writing, the parties refer to the official ICC rules, (“Incoterms 2010”)
Art. 3 Quality, tolerances and acceptance
3.1 Unless expressly stated otherwise in writing, the Supplier’s offers and obligations always refer to
ordinary commercial quality goods according to the latest edition of the IPC standards.
3.2 Unless expressly stated otherwise in writing, the Supplier does not guarantee that the goods comply with
specific areas of application of the Buyer’s business or for a specific purpose, use or application.
3.3.In case of discrepancy between the results of the tests or analyzes carried out by the Supplier and those of the
Buyer with regards to the composition of a product, the Supplier’s test results will prevail and will be
3.4 The agreed weight, size and quality deviations are allowed within the usual range
3.5. Goods whose final result cannot be accurately estimated during production can be delivered to
more or less 10% of the quantity ordered and invoiced accordingly. The same goes for deliveries of individual pieces.
Art.4. Liability – Guarantees – Complaints
4.1 The goods are in perfect condition when they leave the factory.
4.2 Complaints must be made in writing within 8 days of receipt of the goods. This notification must include all relevant information relating to the defect discovered. Claims relating to goods that have been processed are excluded. Whenever the Supplier accepts a complaint as justified, the Supplier’s obligation consists only, at its discretion, in the discretion, replacement or refund of the defective goods. Defective Goods, which have been replaced or refunded, must, at the request of the Supplier, be returned immediately. In any case, the Supplier’s liability will be limited to 100% of the invoiced value of the injured party.
4.3.The Supplier will be liable only to the extent specified in the previous paragraph. The Supplier expressly disclaims responsibility for any other damage or expense of any kind, or for consequential, intangible or unforeseeable losses, which may be suffered by the Buyer or by third parties.
4.4 All losses or damages deriving from production interruption are expressly excluded.
4.5.If the Buyer has rights against the Supplier, the Supplier’s rights towards the Buyer become immediately due for the same amount and on the same date as the Supplier’s debts in the event of compensation.
4.6. No complaint, even if justified, entitles the Purchaser to defer the payment or to modify the agreed payment terms in any way possible.
4.7. The Purchaser will ensure that its insurers renounce claims on the Supplier beyond the limits and exclusions as defined above
Art. 5. Prices and payment conditions
5.1. Unless otherwise specified in the sales contract, the Supplier’s prices are net, excluding taxes. 5.2. The details are defined in the order confirmation.
5.2. 5.2. Payments must be made to the Supplier according to the payment conditions indicated in the confirmation of receipt of the order. Unless otherwise agreed, invoices are immediately due. Whenever payment is not made on the due date, the Purchaser shall automatically, and without notice, pay the Supplier the loss of exchange and costs caused by this delay, as well as interest at the EURIBOR rate of the Union Banking Federation European past 3 (three) months increased by 3%, and a penalty of 10%. of the total invoice amount.
5.3. In the event of cancellation of an order by the Buyer, the Supplier is entitled to a cancellation indemnity of 30 percent of the value of the order, without prejudice to all other rights.
Art. 6. Reservation of ownership over the assets
6.1. All delivered goods will remain the property of the Supplier (proprietary property) until full payment of the price and all other costs (taxes, interest, etc.). The Purchaser cannot, without prior written consent, convert or resell the purchased goods until he has made the payment.
6.2. 6.2. If the goods supplied are combined with other goods, the Supplier becomes co-owner of the new product.
6.3 The Buyer cannot pledge the items supplied or use them as a guarantee. 6.4. In the event of seizures by third parties, the Buyer will immediately inform the Supplier.
Art.7 Suspension – Termination of the contract
7.1. If, for any reason, the execution of the contract is suspended for more than 1 (one) month, without an agreement has been reached on how to execute the contract, the Supplier can terminate the contract after 15 (fifteen) notice. days.
7.2 The Supplier can also terminate the contract after having communicated it to the Purchaser through a formal communication, if the latter does not fulfill its contractual obligations within 15 (fifteen) days of receipt of the formal Notice.
7.3. 7.3. The contract can be immediately terminated by the Supplier without notice in the event of a serious event, which considerably jeopardizes the execution of the contract. Such would be the case if the Purchaser became insolvent, was subject to judicial corrections or had to declare bankruptcy, if it was subject to a procedure for the appointment of a director, an authorized agent or any other representative in charge of managing all or part of the its assets, or has become subject to any bankruptcy law, or Liquidation.
7.4. 7.4. If, for any reason, the sales contract is terminated, the deposits and payments already made before the termination of the contract remain the property of the Supplier. In addition, the Purchaser must pay the Supplier, subject to further damages or interests, the residual amount of the contractual value of the goods delivered.
Art. 8 Force majeure
8.1 The Supplier will not be responsible for any delays in the delivery of goods to the extent that this delay is due to a Force Majeure event as defined below.
8.2. 8.2. Force Majeure events are events that are beyond the control of the Supplier and that occur after the entry into force of the contract. date of the contractual agreement and which are reasonably unpredictable at the time of order confirmation, the effects of which cannot be overcome without unreasonable expenses and / or loss of time for the Supplier.
8.3. Without prejudice to the general nature of the above provisions, the following events will be considered as Force Majeure events: climatic and natural disasters, social conflicts, shortages of professional specialists or raw materials, accidents affecting production activities, in particular accidents with machinery or refusal of important parts, significant accidents affecting the production of suppliers and subcontractors, fires, explosions, actions or failures by public services or public authorities, acts of war, sabotage, terrorism, embargoes, insurrections, strikes, riots , riots, various public problems of order and interruptions or delays in transport.
8.4. Neither party can be held liable to the other party following the cancellation pursuant to this article if the Force Majeure event exceeds 1 (one) month.
Art.9 Intellectual property rights and confidentiality
9.1. The Supplier retains the exclusive ownership of the drawings, plans, models and any documents, which it has issued and communicated to the Purchaser or of which the Purchaser has come to know in the context of the contract and the execution of the order. The above documents are considered confidential documents and can be used by the Purchaser exclusively for the purposes of executing the contract entered into with the Supplier.
9.2. 9.2. The Purchaser undertakes to keep this confidential and non-confidential information confidential, without the written consent of the Supplier, to disclose it to third parties or to use it for any purpose other than that of the execution of this contract.
9.3 At the time of termination of the contractual relationship for any reason, the Purchaser will return, at the time of execution of this contract, all confidential information.
Art. 10 Invalid clauses
If a point of these terms and conditions should be declared void or unenforceable by a court of a competent jurisdiction, the remaining terms and related provisions remain unchanged and the invalid term or provision is replaced by the applicable valid term or provision.
Art. 11 Commercial and anti-hijacking sanctions
11.1 The Buyer declares and guarantees that he will comply with all applicable laws relating to commercial sanctions.
The Purchaser guarantees that:
– no goods, services or technology (in any form, through sale, rental, processing or otherwise) will be provided in violation of these laws,
– the goods, services or technology are not directly or indirectly intended or may not be destined for a country in which sanctions have been imposed for such goods, services or technology, or in relation to what they would be used for or to the sector in which to which they would be used or which would otherwise conflict with applicable sanction laws,
– no person or entity that would have been included in the official sanctions lists in the field of applicable trade, the sanctioning laws are involved or could benefit from the goods, services or technology.
11.2 The Purchaser declares and also guarantees that he will not divert the load to other destinations with respect to the destination indicated in the initial agreement. Any deviation to another destination is subject to the Supplier’s prior written consent. If the Buyer becomes aware of a possible diversion, he must immediately inform the Supplier.
11.3 The Supplier can terminate any agreement – without notice and without any liability towards the Purchaser – if the Purchaser has acted in violation of the aforementioned provisions on commercial sanctions or has violated the aforementioned declarations and guarantees – without prejudice to any claims for compensation by the Supplier for the damages suffered as a result of this violation for which the Purchaser must indemnify the Supplier – or if the execution of the contract violates or risks otherwise violating the sanctioning laws.
11.4 The Buyer must include these declarations and guarantees through a perpetual clause in any subsequent contracts under which the goods are sold.
Art. 12 Jurisdiction
12.1 The general conditions will be regulated and interpreted in accordance with Italian law.
12.2. 12.2. Any dispute arising out of or in relation to the contract will be subject to the exclusive jurisdiction of the Court of Milan (MI) Italy. However, the Supplier reserves the right to bring any dispute to a different location
The Buyer declares to have read and accepted the aforementioned terms and conditions which form an integral part of the sales contract. In addition, the Purchaser declares that he has specifically accepted article 2, article 4 and article 5.