General sale conditions
- INTRODUCTION
1.1 These General Sales Conditions (hereinafter called “General Conditions”) along with the special conditions in the order confirmation
(hereinafter called “Order Confirmation”) govern the sale of products between TIERRE GROUP S.r.l. (hereinafter called the “Seller”) and any
purchaser (hereinafter called the “Customer”) and prevail over any other clause entered in the forms or other documents used by the
Seller and/or the Customer (hereinafter referred to together as the “Parties”).
1.2. The General Conditions are considered accepted by the Customer unless written notice to the contrary is received within ten days of
receipt of them.
1.3 These General Conditions may only be supplemented by the provisions in the Order Confirmation.
1.4 Unless otherwise agreed upon between the Parties, the sales subject to these General Conditions are governed by Italian Law, with
express exclusion of the 1980 Vienna Convention on contracts for the international sale of goods (except for Article 8 and 11 of the Convention,
that will prevail over any conflicting provision of Italian law).
1.5 Any disputes arising between the parties in relation to these General Conditions and sales it governs fall under the jurisdiction of the
Padova, Italy Court. - PRODUCTS
2.1 The sales governed by these Terms are all agricultural machinery indicated in the Seller’s price list (hereinafter the “Products”) in force at
the time the purchase order is sent by the Customer, with the specifications set out therein.
2.2 TIERRE GROUP S.r.l., in the continuous effort to improve its production, reserves the right to make changes without prior notice.
2.3 Packaging is at cost. - ORDERS
3.1 Each Customer Order (hereinafter “Order”) is considered accepted at the time the customer receives an order confirmation from the
Seller. Any changes in economic, payment, delivery or other terms considered necessary by the Seller will be notified promptly to the
Customer and shall be deemed accepted without reservation two working days after the date of notification. Sales offers from agents or
other
intermediaries are not binding without written confirmation from the Seller.
3.2 Descriptions, power, functions, weight, designs, and other data declared in the Seller’s catalogues or publications are only examples and,
in any case, not binding unless otherwise expressed in the Order Confirmation.
3.3 Drawings and other technical documents are not included in the delivery. These belong to the Seller and, consequently, the Customer
may not reproduce them, transmit them, or show them to third parties.
3.4 Product prices (hereinafter “Prices”) are those in the Seller’s price list that is in force at the time the Products are delivered, unless otherwise
set forth in the Order Confirmation.
3.5 The Seller reserves the rights to change the price list at any time.
3.6 The prices indicated in the list do not include VAT, which is the purchaser’s responsibility. - PAYMENT CONDITIONS
4.1 Unless otherwise set forth in the Order Confirmation, payment is due on the invoice date issued by the Seller and in the currency specified
therein.
4.2 Any payment is considered performed at the Seller’s office at the time it is received. The issuance of promissory notes or checks are not
considered payment and do not involve novation of the original obligation. In any case, the Customer is responsible for the cost of marking
the effects and related bank fees.
4.3 If payment is made by letter of credit (hereinafter “L/C”), it must comply with the “International Chamber of Commerce Uniform Uses and
Standards for Documentary Credits” in force at the time of the Order. Also, the L/C will be irrevocable and confirmed by a top level national
credit institute with offices in Italy and preferred by the Seller, transferrable in all or in part and payable on the due date indicated in
the Order Confirmation and executable upon presentation of the documents mentioned therein. If the Seller does not require confirmation
of the L/C, payment and enforcement of this will in any case be valid at the counters of the issuing credit institution.
The opening of a letter of credit will be communicated to the Seller by the credit institute, confirming or issuing it, as appropriate, within
ten (10) business days of receipt of the Order Confirmation by the Customer.
Failure to communicate will automatically cancel the Order, unless otherwise indicated by the Seller.
The letter of credit will remain effective and binding until 30 (thirty) days after the expiration of the payment term indicated in the Order
Confirmation.
If, for any reason, the original payment terms are extended, the Customer shall renew the L/C. If the Customer does not renew the L/C
within 5 (five) days from the extension date, the payment shall be due immediately.
4.4 For a partially or completely late payment, the Customer must notify the Seller regarding the amount due and interest invoiced as
established in L.D. vo 9.10.2002 no. 231.
4.5 If the Customer completely or partially delays payment, the Seller may suspend any deliveries. If this delay exceeds 60 (sixty) days, the
Seller may cancel the contract and retain any sums already received as compensation, without any right to claim damages.
4.6 The Price of the Products is net taxes and any shipping, packaging, loading, unloading, transport, and insurance costs that the Customer
must pay in addition to and under the same terms and conditions as the Products. - DELIVERY TERMS
5.1 The delivery terms are established in the Order Confirmation. If not otherwise agreed upon in writing, the delivery terms are calculated
taking into consideration only business days according to the Italian calendar. The terms indicated in the Order Confirmation are indicative
and, in the event of a delivery day, the Customer does not have the right to cancel the Order.
5.2 The Products are shipped Ex Works from the Seller’s facility in Curtarolo (PD), Italy. If the Customer does not accept delivery of one of
the Products that is ready for delivery for any reason, or if the Seller is not able to perform timely delivery because the Customer did not
provide adequate instructions, documents, licenses, and authorizations:
a. the Product risk is transmitted to the Customer (including the risk of loss or damage caused by the Seller);
b. delivery of the Products is considered complete;
c. the Seller may store the Products until the time of delivery and the Customer shall be required to pay any related costs and fees (including
stocking and insurance). - PROPERTY RISK AND TRANSFER
6.1 The Products remain the property of the Seller until complete payment of the Price by the Customer and, in the event of payment performed
by bills of exchange or cheques, until they are deposited, even if delivered in advance. Nevertheless, the Parties agree that all risks
arising from loss or damage to Products for whatever reason shall be passed on to the customer from the time of Ex Works delivery.
6.2 Registration costs are the Customer’s responsibility- Before it is full payment is made, the customer is not entitled to review, rent, or give
third parties the right to use the Products.
6.3 The Customer must notify the Seller within 24 hours of every executive or protective action performed by third parties on Products
subject to retention. The Customer is still responsible to the Seller for any cost or damage due to these acts. - WARRANTY AND CLAIMS
7.1 The Seller ensures the absence of material or workmanship defects in the Products under normal use conditions. Unless otherwise
specified in writing by the Seller, the warranty is valid for 12 months from the Ex Works delivery of the Products and cannot, in any case,
be suspended or extended due to lack of use of the Products by the Customer, even if due to repairs and interventions under warranty.
The Seller does not provide any other implicit or explicit warranty to the Customer, who expressly waves further legal or conventional
warranties.
7.2 At the time of delivery, the Customer must carefully examine each product in order to ensure that it is compliant with the agreed-upon
quantity and quality, also ascertaining the existence of obvious flaws. If the Customer finds defects or deformities in the Products, they
must notify the Seller, writing “Subject to Inspection” on the delivery note and communicating the claim to the Seller within 8 days,
otherwise the warranty will be void. At the end of that time, the products shall be considered accepted unconditionally by the Customer,
waiving any right to contest any Product defects.
7.3 The presence of any hidden defects not found on delivery must be notified, under penalty of forfeiture, within 8 days of discovery, as
provided for obvious defects.
7.4 Notwithstanding clauses 7.2 and 7.3 above, under no circumstances may a claim be accepted by the Seller after 12 (twelve) months from
the date of delivery of the Products to the Customer.
7.5 In the case of prompt recognition and notification of defects by the Customer, the Seller, at his own discretion and in compliance with
technical standards, may repair or replace it free of charge Ex Works, TIERRE GROUP S.r.l. Curtarolo (PD) of the Product or defective part of
it or, alternatively, reimburse the Customer for the price paid for the defective product.
7.6 The warranty in this clause 7 only covers material or workmanship defects manifesting under normal Product use conditions. The
warranty, under no circumstances, may cover (i) Products with an identification number or mark that has been altered or disfigured; (ii)
defects caused by: (a) incorrect assembly or installation of the product by the customer or third parties 7.7; (b) insufficient maintenance;
(c) improper use or that is not in compliance with the normal methods of operation; (d) normal wear an tear (in particular the blades,
screws, nuts, gaskets, bolts, axles PTO, oil, hydraulic pipes, etc.); (e) repairs, additions, alterations or interventions made by third parties
without the prior written consent of the Seller; (f) transit from the place of delivery to the final destination; (g) misuse or improper storage;
(h) use of non-original parts; (i) fire, force majeure and any other unforeseeable events not attributable to the Seller.
7.8 No other form of intervention under warranty and/or compensation may be claimed by the customer; in particular, the Seller is not
responsible for any direct, indirect, incidental or consequential damages (also pursuant to Article 1519-quinquies of the Italian Civil Code)
that may result from the defective nature and/or non-compliant products, as these damage requests are expressly excluded and waived
by the Customer to the extent permitted by law.
7.9 Any claim by the customer and any judicial action by same, does not in any case allow the Customer to suspend or delay payments due
according to the sales contract. - FINAL CLAUSES
8.1 The rights, credits, and obligations of the Customer may not be transferred to a third party without the Seller’s written approval.
8.2 The invalidity of one or more clauses in the General Order Conditions does not jeopardize the validity of the remaining clauses.
Conventions
The following terms and graphics are used in this Price List.
European Certification. Only valid if original TIERRE GROUP S.r.l. parts are used.