General conditions of Sale
MAC PLACE S.r.l.
GENERAL CONDITIONS OF SALE
Version n. 1/2018
The present general terms and conditions
cancel and replace all previous ones
Art. 1 GENERAL PROVISIONS AND TECHNICAL TERMINOLOGY
- These general conditions, which can be consulted on the home page of MAC PLACE SRL (from now on, also “Seller” rather than “Supplier”) to the following web address http: //www.mac-place.com discipline all current and future sales contracts between the parties.
- Any exemptions from this regulation agreed between MAC PLACE SRL and its customer are valid only for the single supply to which they refer and do not deprive the present articulated overall as a whole, which therefore continues to govern the present and future relations between the parties. These general terms and conditions are to be considered applicable to all sales of MAC PLACE SRL.
- With the specific approval pursuant to art. 1341/1342 c.c. of this article, the Customer waives the right to make use of the general terms and conditions of contract with MAC PLACE SRL and agrees that the Supplier may unilaterally modify the content of these general terms and conditions for all subsequent contractual relationships with the same Customer. The parties agree that the contractual relationships born under the validity of these general conditions of contract are governed exclusively by the Italian substantive law. In the case of communications and / or contractual documents written in both Italian and foreign languages, the parties agree that, in case of doubt about the exact meaning to be attributed – according to the Italian language rather than the other – to certain terms, locutions and / o phrases used by the parties themselves, must refer exclusively to the meaning that they can be obtained according to the Italian language, to be intended, for the effect, as an elective and prevailing language.
Art. 2 FORMATION AND OBJECT OF THE CONTRACT.
ORDERS. CANCELLATION ORDERS. NEW ORDERS AND INTEGRATIONS.
- The purchase proposal of vehicle / tractor / vehicle / trailer rather than mechanical equipment in general (from now on, “purchase proposal” also defined as “order”) must be signed by the customer and completed, under penalty of inadmissibility, in all its parts (business name of the purchaser, address, contact person, telephone and fax number, bank of support etc), on the appropriate model prepared by MAC PLACE SRL.
- The proposals for the purchase of vehicle / tractor / vehicle / trailer rather than mechanical equipment are generally not binding for MAC PLACE S.r.l. and they agree upon acceptance of the written confirmation thereof. Only the text of the proposal / request signed by the Customer and held by the seller is valid. The acceptance of the above proposal by MAC PLACE SRL can also consist in its execution.
- If, in the purchase proposal, the Customer conditions the sale to the provision of a future financing by third parties for the payment of the supply, if completed in such terms the sales contract by MAC PLACE SRL, failure to fulfill the condition within 1 (one) months from the conclusion of the relative contract, does not make it for this only ineffective / invalid, with the consequent faculty for the Seller MAC PLACE SRL to act, in case of default by the Purchaser, in the forms referred to in art. 2932 c.c. rather than ex art. 1453 c.c. or ex art. 1456 c.c.
- The signer of the order is always responsible for the payment of the supply even if ordered on behalf of third parties and jointly with them. The signature at the bottom of the order obligates the petitioner jointly with the buyer indicated in the order header without time limits, in express derogation from art. 1957 civil code.
- Any variation of the model and type of goods supplied with the original order signed by the customer must be previously accepted by MAC PLACE SRL. The order of the Buyer (retailer or not) constitutes firm and irrevocable purchase proposal for 3 months from its formulation and communication to the Supplier. No order can be canceled without the registration of MAC PLACE SRL. In any case, the right is reserved for MAC PLACE SRL to claim compensation for damages against the purchaser for the cancellation of orders even if not sent to execution. All orders in addition to the main supply will always be subject to these general conditions of sale. The additions to an original purchase proposal for which MAC PLACE SRL has agreed in writing with the Customer particular derogation conditions of some clauses of the present general conditions, will be subject to the general discipline referred to in this articulated, save contrary to the will of MAC PLACE expressed in writing. By signing the order, the Customer grants MAC PLACE SRL to assign the receivables deriving from the specific supply to third parties, as well as to transfer the contract. An equal right to assign the credits and the contract is not recognized to the Customer.
Art. 3 TERMS OF FULFILLMENT FOR THE SELLER. DELIVERY OF GOODS.
- The deliveries of the goods are in any case subject to the prior full payment of the supply.
- The purchased goods must, as a rule, be withdrawn by the Purchaser, unless otherwise agreed between the parties, within and no later than 4 weeks from the completion of the sale and the notice “ready goods” communicated by MAC – PLACE SRL to the same Purchaser , the term due to cause imputable to the Purchaser has passed unnecessarily and for the case of payment of the mere payment on the total supply price, MAC PLACE SRL is granted the right to withdraw from the contract pursuant to art. 1382 of the Italian Civil Code, without prejudice to the reimbursement of the additional damage in favor of the seller.
- If granted a deferred payment of the supply, the same may at any time be interrupted, suspended or canceled by the Seller, which also has the right to cancel or modify the payment extensions granted to the Buyer if the same does not give the promises promised or if , at the unquestionable judgment of MAC PLACE SRL, the commercial, economic and financial references of the same purchaser, even after the beginning of the supply, do not offer suitable guarantees for the good purpose of the same or in case of outstanding also related to different supplies from that object of suspension. If the hypothesis referred to in the previous paragraph occurs, the Purchaser is obliged to withdraw, with simultaneous payment, the goods prepared under the terms of the compulsory execution envisaged by art. 1515 of the civil code and compensation for damages.
- If the Purchaser requests the seller to provide the delivery directly, the transport costs will be charged to the first to be paid to MAC PLACE SRL before it is carried out. The delivery of the goods does not provide in any case the discharge of the same that remains the responsibility of the Purchaser.
- If, upon delivery of the goods, there will be differences between the order proposal transmitted by the Customer and what is specified in the order confirmation, only what is stated in the Seller’s order confirmation is considered valid and effective.
- The delivery terms indicated by contract are always intended as indicative and non-peremptory, referring to working days starting from the completion of the same, being understood that, if it is foreseen the payment of a deposit and in default of its previous payment, the order will not evaded and / or the repair not carried out, due to the effect of not passing the delivery terms themselves.
- In case of expiry of the benefit of the term referred to in the following art. 5, any delivery terms imposed on MAC PLACE SRL for supplies in progress and / or new orders will be automatically suspended until full payment by the Purchaser of the debit items opened against the Seller, excluding any form of compensation for the damage in favor of the Purchaser.
- Any delay if contained within 1 (one) month from the expiry of the original term to be paid by the Seller, can not give rise to compensation for damages or cancellation or reduction of order and contingencies, such as strikes, transport difficulties, etc. constitute cases of force majeure for MAC PLACE SRL. In case of non-delivery of the goods / resources prepared, for reasons not dependent on the Seller, the terms of payment from the notice of goods ready will also start.
- If, before their execution, the fulfillment of the obligations of MAC PLACE SRL has become – for any reason unpredictable by an entrepreneur in the sector with normal experience – excessively burdensome in relation to the original counter-consideration agreed upon – so as to modify the same ratio to an even or more than 5% (five percent) of the agreed price and / or estimated – MAC PLACE SRL may request a revision of the contractual conditions or, in the absence of an agreement within 15 calendar days from the request, withdraw from the contract without charges and / or penalties sort and without the Customer can claim anything by way of return, indemnity and / or refreshment.
- If delays in delivery occur, the Customer can not in any case terminate the contract for breach of the Seller, except in the case in which such delay exceeds 3 (three) working months with respect to the contract delivery date and always that the causes of the delay are attributable to the gross negligence of MAC PLACE SRL.
Art. 4 TRANSPORT. RETURNS
- The goods, if any agreed upon delivery directly to the Customer’s premises or other place expressly indicated by him in writing in the order proposal, travel at the risk and peril of the same Customer unless otherwise agreed in writing. The delivery of goods to any effect is intended made at the time of delivery to the carrier or to the forwarder and the contract is always concluded at the headquarters of the Seller (so-called “EX WORKS”), even if the negotiations were conducted by Agents / employees of the Seller that must always be understood as being free from any representative power of the same.
- In the event that the quantity of goods indicated in the delivery note does not correspond to the quantity that the Purchaser declares to have received, the information in the transport document shall prevail.
- MAC PLACE SRL does not accept returns unless expressly authorized by the same beforehand in writing. In the event that MAC PLACE SRL authorizes in writing the return of goods, these must be returned intact and in the exact same state in which they were sold.
- Returned goods must be accompanied by a return receipt with indication of the quantity and description of the items returned. In the case of returns not authorized by MAC PLACE SRL, these will be rejected and returned at the expense of the sender to whom the collection costs will also be charged.
Art. 5 PRICES
- Prices, V.A.T. excluded, are those listed on the order confirmation and always mean “ex works”, unless otherwise agreed in writing. Prices must be understood as unitary.
- The prices do not include VAT, export charges (customs duties, import tax, etc.), as well as loading / unloading, transport and insurance costs, roadworks, amounts that remain the responsibility of the Purchaser.
- MAC PLACE SRL reserves the right to apply surcharges to be specifically indicated in the order confirmation for deliveries in certain geographical areas.
- The prices of any used of the Customer withdrawn or to be swapped by the seller at the time the contract is concluded, as well as the discounts, are subject to change without prior notice from MAC PLACE SRL.
Art. 6 COMPLAINTS
- Complaints of any kind and those for apparent defects, to be valid must be done only by certified email to the account: email@example.com or by registered mail, in Italian, directly to the registered office of the Seller in 33084 CORDENONS (Pn) Via G. Boccaccio 21 within the peremptory term of 5 (five) calendar days from the arrival of the goods.
- In case of sale of used goods (tractor, trailer, semitrailer, self-propelled machine and so on), the sale is always made with the clause seen and liked (“as is”) with express exemption for the seller from any form of warranty for defects of the thing sold, except that between the parties is not agreed, for a fee, the performance of mechanical checks and verification of functionality by MAC PLACE SRL.
- The Purchaser acknowledges that the supplied / sold goods may differ in appearance and, in some cases, in the dimensions / equipment compared to what is shown in the illustrative material sent and / or available on the MAC PLACE SRL website, which must always be understood indicative and without any contractual proposal value.
- Once the material / good to be deposited by the Purchaser has been considered, it is considered accepted and appreciated by the same with the signature of the delivery ddt, both in relation to the quality and to the number of pieces and accessories used. The Seller assumes no responsibility for missing or altering the materials after delivery for any reason.
- The addressee undertakes to carefully examine the vehicles / equipment at the time of delivery and to record any discrepancy or damage caused by transport in writing. Goods missing, damaged or tampered with must be strictly indicated on the delivery note before the signing of the same by the recipient, a copy of which must be promptly sent to the seller MAC PLACE SRLa penalty of forfeiture of the rights of the Buyer no later than the 5 (five) calendar days following delivery. Generic reserves will not be accepted by MAC PLACE SRL.
- Claims against invoice evidences must be made in the same way within the peremptory term of 5 (five) calendar days from the arrival of the invoice, which will be issued within the statutory time limit or conventionally agreed between the parties.
- Any other form of communication of the existence of faults and / or defects and / or lack of conformity of the purchased goods will not be suitable to avoid the forfeiture of the above, if not carried out in the forms and terms provided above.
Art. 7 WARRANTY OF THE SELLER
- The buyer will grant the Seller all the tolerances for use on the dimensions and the accessory types. In the event that the purchased goods, if sold as “new”, could not be used for their own use for defects of material or other objectively attributable to the Seller, the same is obliged to repair and / or replace it in the shortest possible time, or in case of impossibility of repair and / or replacement of the product, proceed to a reduction of the price paid, excluding the buyer any other right or claim for any title. The amount of the reduction paid by the Purchaser to MAC PLACE SRL will never exceed 50% of the price actually paid for the product / good in dispute and in any case the determination of the reduction within the ranged will be devolved to a third party appointed by the President of the Court of Pordenone, at the request of the most diligent party.
- MAC PLACE SRL does not provide any guarantee regarding the compatibility of the goods sold with other products / goods / equipment used by the Purchaser and / or Final Customer, nor provides any guarantee regarding the suitability of the products / goods for the specific use desired by the Customer end of the Purchaser and / or the Buyer himself.
- The Seller is not liable for damages to the goods supplied as a result of negligence and / or failure to comply with the instructions for use by the Purchaser and / or third parties.
- Complaints received in ways other than the provisions of art. 6 “COMPLAINTS” will not be considered.
- Authorization to send replacement goods as collateral must always be understood to be subject to the actual verification by MAC PLACE SRL of the validity of the claims made by the Customer: the same will be held at the prior payment of the goods ordered in place of the substitution, save the subsequent accreditation procedure described below.
- Any crediting will only take place after the Seller has authorized the withdrawal, and received the returned goods in return and check the reason for the claim. If from the analysis of the return the reasons for the complaint were not attributable to the Seller, the buyer will not be entitled to any credit. In case of dispute about the debit or less of the credit in favor of the client, the provisions of paragraph 1 above apply.
- All new products / goods supplied by the seller are guaranteed for 6 (six) months from the date of delivery, with the additional guarantee given directly by the manufacturer. No repair costs will be recognized without specific written authorization from the Seller MAC PLACE SRL. The guarantee – operative only if the Buyer proves to have scrupulously followed the instructions and precautions contained in the use and maintenance manual supplied with the machines / equipment bought and sold – consists in the repair of only the defective parts or in the replacement of the same when the technical needs they require it. The customer will still be charged those repairs or replacements that are necessary due to circumstances beyond or due to facts or acts attributable to the fault or responsibility of the latter. The Seller does not provide any warranty on the sale of used machines / equipment. Any different agreement in point to the warranty of the Seller on the used must result from a written deed pursuant to art. 1352 of the civil code.
Art. 8 TERMS OF PAYMENT, PAYMENT IMPUTATION, DEFAULT INTEREST
- Payments must be made with a proforma invoice, save explicit written derogation for the specific case between Purchaser and Seller, in any case before the delivery of the good / vehicle / equipment, etc. to the customer rather than to the carrier / shipper.
- Unless otherwise specified by the Seller, only the payments made directly at the headquarters of the same will be released and any delays will be subject to statutory interests as provided for by Legislative Decree 231/02 or to the legal essay pursuant to art. 1284, paragraph 1, c.c. plus two percentage points if the supply is to be executed against a consumer. In any case, the provisions of art. 1284, fourth paragraph, of the civil code remain valid.
- The Seller reserves the right, notwithstanding the art. 1193 C.C., to attribute any payment to the most ancient debts, independently from the eventual different indication of the Purchaser.
- The terms and methods of payment indicated in the order confirmation and invoice are peremptory and mandatory and no different conditions are accepted unless expressly agreed upon with the Seller.
- Failure and / or delayed and / or partial payment even of a single installment, if granted the benefit of the term, constitutes, by the express intention of the parties, cases of serious breach of contract by the Customer pursuant to art. 1455 c.c. and will constitute grounds for resolution ipso iure of the contract pursuant to art. 1456 of the Civil Code, with the faculty in any case for the Vendor to suspend supplies still to be carried out even if referring to another contract, it being agreed that the amounts paid up to that moment are automatically deducted by the Seller as compensation, except for compensation any greater damages.
- In the case of split payment, without prejudice to the above mentioned right, the down payments will be charged first to cover the value added tax (if applicable) and then to the taxable amount indicated on the invoice.
- Payments can never be suspended or delayed – even in part – for any reason, and the Buyer is prevented from raising any objection before having correctly complied with the payment obligation. Compensation with any receivables claimed by the Buyer against MAC PLACE SRL is not allowed unless prior written authorization from the Seller. Any exemptions or tax breaks must be specifically communicated by the Purchaser at the time of the order, otherwise the Seller will apply the normal rates of law.
Art. 9 DECADENCE FROM THE BENEFIT OF THE TERM
- In case of agreed installment payments, the missed and / or delayed payment, integral and / or partial, even of a single installment within the agreed timing, will cause the Buyer to forfeit the benefit of the term for the subsequent installments pursuant to art. 1186 of the Civil Code, with the faculty for the Seller to demand the entire agreed consideration even if related to different orders. The release of bank effects and, more generally, of credit instruments and any commercial agreements agreed between the parties do not constitute a novelty of the original payment obligation.
Art. 10 RETENTION OF TITLE
- All sales are made with explicit agreement of reserved domain, so the customer is prohibited to pledge the asset purchased and / or transfer the property for the purpose of coverage, until the total extinction of the debt to MAC PLACE SRL. In the case of foreclosures and seizure or other measures by third parties, the Customer is obliged to immediately inform the Seller by registered letter with advice of delivery rather than by PEC. In the event that the payment must be made, in whole or in part, in installments after delivery, the Products delivered to the buyer will remain the property of the Seller until full payment of the price.
- The payments made, in the event of default by the Purchaser, will be to the benefit of the Seller as compensation for dismantling, material depreciation and transport costs, with the exception of greater damages and this notwithstanding the provisions of art. 1526 c.c. without possibility of reduction by the Judge. The Seller is authorized to inform the third parties concerned of the contract and the reserved domain agreement with the Purchaser by receiving the order proposal.
- The Client, until full payment of the price, also undertakes not to transfer the goods object of supply, even temporarily, to third parties and not grant them in use or lease to third parties, as well as to remove or transfer them, without the prior consent written by the Seller.
- As long as the Purchaser has not acquired the ownership of the goods, the same will be obliged to keep the assets in a suitable place, keeping them separate from the assets already purchased and fully paid or anyway in such a way that the former are easily identifiable. Furthermore, the Purchaser must stipulate an appropriate insurance policy against damages and show the relative contract to the Seller, upon the simple request of the latter.
- The Seller’s right to expressly renounce in writing the provisions of this article is reserved.
Art. 11 INTERPRETATION – CHANGES – DATA PROCESSING AUTHORIZATION
- Any reference to the price lists, general conditions or other informative material of MAC PLACE SRL refers to the documents in force at the time of the call, unless otherwise specified.
- Except for the cases provided by these general conditions, any modification made by the parties to the contracts to which these general conditions apply shall be made in writing, under penalty of nullity. The derogation from one or more provisions of the present general conditions must not be interpreted broadly or by analogy and does not imply the desire to disapply the general conditions as a whole. The possible ineffectiveness of one or more clauses of this articulated does not render ineffective the same articulated as a whole that, save the unenforceability of the invalidated clause, will continue, for the rest, to regulate the present and future relations between the parties.
- By signing the order, in case of conclusion of the relevant contract, the Customer expressly authorizes MAC PLACE S.r.l. ex Legislative Decree 196/2003 and REG. EU n. 679/2016, to the processing of personal data, even if acquired by the Seller during the execution of the contract, their communication and dissemination to third parties, also for advertising purposes.
Art. 12 JURISDICTION – APPLICABLE LAW – DISPUTES – JURISDICTION
- All supplies and contracts concluded under the validity of the present general conditions will be governed by the Italian substantive and procedural law and devolved to the exclusive knowledge of the Italian Judge identified according to what is reported in the following paragraph.
- For any dispute concerning the interpretation, execution and termination of contracts concluded under the validity of these general conditions, the Judge of Peace and / or the Court of Pordenone will be exclusively competent, according to their value, with the express exclusion of all the other alternative “Fori” and / or competitors provided for by the articles 18 et seq. Of the c.p.c., even if the payment is agreed by means of C/O or bill of exchange / s domiciled / with the debtor and can not be waived even by call under warranty and for reasons of connection or communion.