GENERAL TERMS AND CONDITIONS OF SALE 

1. The following general terms and conditions of sale apply to the agricultural machinery indicated and / or all the services indicated in the purchase order with the specifications contained therein (“Products”) as per the order above indicated (“Order”) (the general conditions of sale and the Order, jointly the “Agreement”), are an integral part of the same Order and prevail on any different agreement of sale condition that has not been approved in writing by Tierre Group S.R.L. (“TIERRE” of “Supplier”).

 

2 The Parties agree that the undersigning of these general conditions of sale, referred to the above indicated Order, represent complete acceptance of the general conditions of sale and of the Order, which the Client declares to have duly received, read, and approved.

 

3. The Order represents an irrevocable proposal of the Supplier and is valid and binding as such for a term of 20 days since dispatch by the Supplier with any means ensuring the receipt by the Client. The Supplier in any case, will follow up on the offer only following the signing of the same by the Customer as well as the payment of any down payment established therein. The Customer is required to verify that the offer complies with the supplies and / or services requested. Anything not expressly indicated in the offer is to be considered excluded. The sales offers proposed by agents and / or other intermediaries are not binding for Tierre Group s.r.l. unless confirmed in writing by the latter. In any case Descriptions, required power, functions, weight, drawings and other data declared in the Seller's catalogs and / or publications are purely indicative and, in any case, not binding.

 

4. The transportation conditions and costs, such as the transfer of the risks on the Products are determined according to the INCOTERM EXW Supplier’s headquarters in Curtarolo (PD).

 

5. TIERRE has the right to execute partial deliveries, in such event the terms agreed by the Parties shall apply to each delivery.

 

6. Should the Client request to postpone the Products’ delivery term the Supplier shall have the right to cancel the Order and terminate this Agreement.

 

7. The delivery terms indicated in the Order are not substantial terms under art. 1457 of the Italian civil code, but only an estimations of the Supplier based upon the Products’ and vessels’ availability on quotation date and exclude the customs time-consumption.

 

8. TIERRE will be held liable only following a formal notice to perform its obligation expressed in writing and with the indication of a term to comply with the performance requested not shorter than 15 days following the delivery of the notice to perform. The Client shall remain, in any event, bound to execute the purchase by taking the Products’ delivery and proceeding with the payment according to the agreed proviso.

 

9. Should the default of TIERRE persist; the Parties shall negotiate in order either to continue the execution or termination of the Agreement.

 

10. The amount of the liquidated damages eventually due by the Supplier as a consequence of a delayed, partial, or failed delivery of the Products due to a misconduct of the same Supplier shall not, in any event, exceed the value of the Products indicated in the invoice.

 

11. The Supplier reserves the right to make changes to the Products without prior notice. Drawings and other technical documents are not included in the object of sale as these are the exclusive property of the Supplier; Therefore, the Customer will not be able to reproduce them, transfer them to third parties and / or make any use of them.

 

12. The Client gives the Supplies the right on the basis of article 1460 Italian civil code to suspend the Products delivery should the Client be in default according to the Agreement or contractual relationships and purchase orders other than the present Order. For subsequent supplies, whether related to the order subject to non-fulfillment by the Customer, or relating to different offers, Tierre will have the right to request the payment of the entire agreed amount in advance, or, at its sole discretion, an appropriate deposit; failing that, Tierre will be able to terminate the contract due to the fact and fault of the Customer, withholding what has already been collected without prejudice, in any case, to compensation for damages. Should acts, facts and / or situations occur which, in the opinion of Tierre, may jeopardize the exact fulfillment of the payment obligations assumed by the Customer, the Supplier will have the right to request changes to the payment conditions themselves and / or guarantees. further or, failing that, to suspend the execution of the contract or to terminate it for just cause except, in any case, the payment of the work already carried out and compensation for damages.

 

13. The payment shall occur according to the terms indicated in the Order, so that the payment otherwise made to agents, representatives or employees of the Supplies shall not free the Client from its obligation. The Supplier will have the right to unilaterally change the prices indicated in the offer if even one of the following hypotheses occurs between the date of the same and the execution of the order: - a) increase in the costs of raw materials and / or processing and / or currency fluctuations greater than 5%; b) request by the Customer for products that require different activities and not included in the normal production process of Tierre. If it is not possible to agree on a price in the offer due to the particular characteristics and / or conformations of the products requested by the Customer, the price of the same will be specified by Tierre at the end of its production and will be paid by the customer within the agreed terms.

 

14. Should the Client fail to pay the price according to the Order, and without prejudice for any other protection according to the applicable law, penalty interests with the rate determined according to art. 5 of  D.lgs. n. 231/02 shall apply without intervention of any formal notice and/or warning.

 

15. Following the suspension executed according to clause 14 above, the Parties shall newly negotiate the delivery terms previously agreed.

 

16. The Supplier has the right to terminate the Agreement and/or request further guarantees should any event or circumstance occur that reasonably lead to believe that the ability of the Client to execute the payment and the obligations undertaken with the Agreement is compromised.

 

17. Should the Agreement be terminated under clause 16, the Supplier shall withhold any amount received as indemnification.

 

18. The complaint for defects of the Products shall follow art. 1495 of the Italian Civil Code; the Client’s guarantee right will be extinguished also if the complaint is not delivered by means of registered letter with return receipt and does not provide the products identification numbers, the packaging numbers and the photographic evidence of the defective Products. The term for the notification of the visible defects runs from the day on which the Products have been taken according to the Order. The guarantee operates, in any case, for a period of 12 months from the date of delivery of the Products ex factory and cannot, in any case, be suspended or extended as a result of the non-use of the Products by the Customer, even if due to any repairs under warranty.

 

19. Any Products turned-in without previous written authorization of the Supplier will be not accepted. In the event that Tierre Group s.r.l. recognizes the validity of the complaint made by the Customer, the same may, at its discretion, repair or replace the Product and / or its defective parts or, alternatively, return the price of the Product itself. The Parties agree that the guarantee referred to in this clause operates only in relation to the defects or faults that occur under normal conditions of use of the product. Under no circumstances may the guarantee operate for Products whose identification number or brand has been altered or disfigured or if the defects have been caused by: a) incorrect assembly or installation of the Product by the Customer or third parties; b) insufficient maintenance of the same; c) improper use or in any case different from normal operating methods; d) normal deterioration and / or loss of use (in particular by way of example only: blades, screws, nuts, gaskets, pins, shafts, oil, hydraulic pipes ...); e) repairs, additions, alterations, or interventions carried out by third parties without the prior written consent of the Seller; f) transit from the place of delivery to the final destination; g) abuse or incorrect storage; h) use of non-original spare parts; i) fire, atmospheric events, force majeure and any other unforeseeable event or not attributable to the Seller.

 

20. On the basis of article 1462 Italian civil code, payment of the sum indicated in the Tierre Group s.r.l. offer it cannot be omitted and / or postponed for any reason, reason, cause and / or exception.

 

21. The sale is understood to be carried out with retention of title pursuant to art. 1523 and ss. c.c The right of ownership of the products supplied will remain with Tierre until full payment of the agreed price. In the absence of full payment, the Seller, in addition to withdrawing its product, may withhold any installments already paid as an advance on the greater damage suffered.

The costs of registering the retention of title are charged to the Customer. It should be noted that until the Customer has made full payment of the price, the same will not have the right to resell, lease and / or loan to third parties the use of the Products themselves. The Customer is obliged to notify the Seller immediately - and in any case no later than 24 hours - of any executive and / or precautionary act performed by third parties on the Products subject to retention of title. In any case, the customer remains responsible towards the Seller for any cost, damage and / or prejudice suffered by the same as a result of such acts.

 

22.The Parties will not be liable for any delayed, incomplete or failed performance of the obligations under this Agreement due to a cause of Force majeure. Under Force Majeure shall be included any events independent from the will or ability of the parties and from their control, absolutely unforeseeable and inevitable. Among the events of Force Majeure are included, for example, major natural disaster or cataclysms, war, acts of rebellion, revolutions and factum principis.

 

23. The occurrence of a Force Majeure event shall suspend automatically the execution and/or the Order until such event is in place.

 

24. This Agreement is subject to Italian Law. Any dispute deriving from or connected to the interpretation and/or execution of the Agreement shall be subject to the sole jurisdiction of the Tribunal of Padua, thus expressly excluding and concurrent or alternative jurisdiction. 

 

25. Tierre has the right, at its sole discretion, to withdraw from the contract or suspend the work covered by the offer with 10 days' notice provided by written communication in the following cases: - failure and / or delayed payment by the Customer of the invoices of Tierre Group s.r.l. within the terms indicated in the offer; - Customer communication of not being able to fulfill their obligations within the terms indicated in the offer; - sale of the Client's company or business unit; - interruption or suspension of the Customer's production activity; - state of insolvency of the Customer proven by inserting the same in the appropriate databases or by indices (e.g. negative balance sheets, unavailability, changes in the credit rating by specialized companies) that suggest the Customer's inability to fulfill their own bonds; - subjecting the Client to liquidation procedures, declaration of insolvency or to any insolvency or over-indebtedness procedure. In case of withdrawal by Tierre Group s.r.l. following the occurrence of even just one of the aforementioned hypotheses, the same will also have the right to payment for any work already carried out in addition to compensation for damage. If Tierre has chosen to suspend the work / supply, the same may demand immediate payment of the entire work from the customer or the delivery of a first-demand bank guarantee. In the absence of such guarantees by the Customer within 10 days of the request formulated by Tierre, the contract must be considered terminated without prejudice to the Seller's right to pay for the work already carried out and to pay compensation for damage.

 

26. If the Customer withdraws from the contract after the completion of the same, Tierre will have the right to withhold any amount received as a deposit, in addition to the right to pay a sum - as a penalty pursuant to art. 1382 of the Italian Civil Code - equal to 30% of the agreed price, except in any case the payment of the work already carried out and any compensation for greater damage. The parties acknowledge that they have assessed the extent of this penalty and deem it fair.

 

27. AUTHORIZATION FOR PERSONAL DATA COLLECTION. Following due acknowledgement by reading the information memorandum drafted according to art. 13 of D. Lgs. 196/2003 and EU Reg. 679/2016, the undersigning expressly authorizes TIERRE to the collection of his personal data and of those of the company for the above specified purpose and pursuant to the privacy regulations. The undersigning also authorizes TIERRE to send communications to him and/or to the company that he represents by means of e-mail, telefax or postal communication according to the reference data made available to TIERRE at the beginning of the commercial relationship.

 

Place and Date ____________                The Client ______________

 

 

Pursuant to artt. 1341 and 1342 of the Italian Civil Code, the Client expressly accepts the following provisions : 6 (Supplier’s termination right), 8 (limitation to the Client’s termination right), 10 (Liquidated damages), 12 (Right to suspend the delivery), 13 (Price Change By Tierre) 16 (TIERRE termination right), 20 (Solve et Repete Clause) 24 (Applicable law and jurisdiction), 25 Withdraw by Tierre; 26. (Penalty)

 (Authorization for personal data collection) .

 

Place and Date ____________               The  Client ______________