1 Validity
These general terms and conditions of sale apply to all supplies made by Mag Data S.p.A. to a Sole Shareholder. Any other condition or term contrary or that differs from these prescriptions will be considered null and void or in any case not recognized unless agreed in writing. In any case, even in the presence of such exceptions, these conditions will continue to apply for the parties not expressly replaced. Any general conditions of purchase drawn up by the Purchaser shall not be applied in relations between the parties unless accepted in writing by the supplier.
2 Offer, Acceptance
The order proposals are subject to final approval by the supplier, who shall have the right to accept them within 2 weeks of their transmission.
3 Prices, Payments
1. The prices supplied shall, as a rule, be understood to be ex works including the cost of packaging unless otherwise specified in the offer or agreed by the parties.
2. The supplier reserves the right to change the sales prices with twenty days' notice.
3. If the invoices are not paid on time, Mag Data shall charge default interest at seven percent from the day after the due date. In any case, Mag Data reserves the right to claim additional damages for late payment.
4 Offsets
The purchaser shall only be entitled to make offsets if his rights are recognized by the supplier or established by a court judgment.
5 Deliveries 1
1. Delivery shall be conditional on the proper performance of the purchaser's services in accordance with the terms and timescales stipulated in the agreements.
2. In case of non-acceptance of the goods by the buyer Mag Data is entitled to claim damages including additional costs.
6 Reserved domain
1. Until full payment of the invoice, the supplier retains ownership of the goods. In case of breach of contract including late payment, the supplier shall be entitled to claim the delivered goods, even in case of bankruptcy of the buyer.
2. The purchaser shall be obliged to store the goods diligently and to insure their value.
3. As long as the goods are not paid in full, the purchaser shall be obliged to inform the supplier if the goods in his possession are subject to seizure by third parties.
7 Returns
The return of the goods must be authorized in advance by the supplier.
8 Warranty
1. The purchaser shall be obliged to check that the goods received correspond to the invoice and the sales order and to check the quality of the goods for conformity with the receipt of the delivery.
2. The prerequisite for the buyer's warranty claim is the notification by registered letter to the supplier within and no later than 8 days after receipt of the goods and in any case no later than 6 months after delivery in the presence of defects not detectable at the time of receipt of the goods and provided that the products have been properly stored.
3. In any case, the purchaser must reserve the right to the forwarder upon receipt of the goods if the complaint concerns the state of packaging and the number of packages.
4. In case of complaint, the buyer shall provide the original supplier with the label of the disputed reel, the invoice and sales DDT references, sample of the film taken from the disputed reel, sample of the film laminated with the paper in which the technical problem found is visible.
5. In case the supplier, following the control procedure, finds the non-conformity of the supplied goods, he will decide whether to refund the value or replace it with other goods complying with the standards. 6. In any case, the supplier shall not be held responsible towards the purchaser and shall not be liable for any compensation for any unforeseeable, indirect, personal injury, damage to property or loss of profit.
7. The warranty and contractual liability shall in no way exceed the value of the goods supplied even if they have been integrated into other finished products.
8. In any case, the buyer is required to verify the suitability of the material supplied with respect to the intended application by carrying out tests before starting the industrial process.
9. If the complaint is not communicated in the forms and terms mentioned above, the products will be considered compliant with those ordered by the buyer.
9 Force Majeure
They are contractually assimilated to the force majeure and will constitute cause of suspension of the obligations of the supplier the accidents that will determine a block of the production, the partial or total stop of the supplies of the supplier, the fire, the flood, the breaking of the machinery of the production, the strikes and in general all the external events that for their nature will delay, prevent or make economically exorbitant the contractual performance.
10 Jurisdiction
Exclusive jurisdiction for any dispute relating to the supplies is that of Parma.
The Management