These terms and conditions (“Conditions”) form an integral part of any and every offer or agreement for the sale of goods by Inox Market Service S.P.A. Any changes to the conditions are valid only if confirmed in writing by Inox Market Service S.P.A.. Any clause proposed by the Buyer in his order or elsewhere will only take effect if expressly accepted by Inox Market Service S.P.A. in writing. Inox Market Service S.P.A. will confirm the Buyer’s order with an order confirmation and the contract will be in effect only following the issuance of the aforementioned order confirmation (“Confirmation”).
An offer issued by Inox Market Service S.P.A. is valid for a period of 14 (fourteen) days from the date of issue, unless the offer itself explicitly states otherwise. Inox Market Service S.P.A. can always revoke an offer prior to receipt of acceptance by the Buyer.
3. Selection of the material
Where Inox Market Service S.P.A. provide suggestions about the choice of the material or other similar advice, they are given free of charge and without any commitment, declaration or warranty by Inox Market Service SPA, which will not be subjected to any liability or compensation nor reparation, neither direct nor indirect.
The goods will conform to the agreed specifications. If specific specifications have not been agreed, then the goods will comply with the general specifications of Inox Market Service S.P.A. currently applicable at the time of delivery. Any statements contained in information on products, manuals, websites, price lists or other information relating to the goods, will be binding for Inox Market Service S.P.A. only if they are expressly referred to in an offer or a Confirmation.
The agreed delivery date means the date on which the goods will be ready for shipment by Inox Market Service S.P.A. Inox Market Service S.P.A. has the right to distribute and deliver the goods in separate lots. In the event that a delivery date has not been agreed, delivery will take place according to the production capacity of Inox Market Service SPA. In the event that the delivery conditions have not been agreed, then the conditions will be applied Franco Stabilimento (EXW – Incoterms 2010) referring to an Inox Market Service SPA plant at the choice of the latter. Should the delivery be delayed for more than eight weeks, the Buyer will have, as the only remedy available to him, the right to withdraw from the contract by written notice to Inox Market Service S.P.A., thus canceling the purchase of goods subject to delay. In the event that the quantity of the goods to be supplied is agreed on by weight, this quantity may be changed by Inox Market Service S.P.A. within the limits of 10% (+/-) of the total weight of the order in delivery for each type of product / type of steel and the price will be modified accordingly. Unless proven otherwise, the weight or quantity printed or otherwise indicated on the goods supplied will be determined. Inox Market Service S.P.A. is not responsible for direct or indirect damages or other consequences of any kind connected to the delayed delivery, except in case of its serious fault.
6. Defective goods and quantitative deficiencies
The delivered goods must be free of defects. The goods will be considered defective only if they do not comply with the specifications referred to above in Article 4. Inox Market Service S.P.A. is not responsible for the functionality, qualities and properties of the goods, except as specified above. Any reference to laws or other regulations concerning the quality or suitability of the goods for specific uses is expressly excluded. Goods sold as non-first choice or other similar expressions are considered sold “as such”. In this case, therefore, any right to remedies or compensation in the event of defects is explicitly renounced except for the specifications expressly agreed. In the event that the goods present defects or quantitative deficiencies, the Buyer is obliged to notify it in writing to Inox Market Service S.P.A. within one week from the arrival of the goods to the intended destination. In the case of defects that could not reasonably be discovered upon arrival of the goods at the intended destination, the Buyer is obliged to communicate them in writing within two weeks from the date on which the Buyer discovered or should have discovered the defect. However, the communication that has been carried out after more than one year from the moment in which the risk related to the goods has passed to the Buyer is without any legal effect. In case of late communication, to Inox Market Service S.P.A. will not be required to remedy in any way or to recognize any price reduction. In the event that the goods present defects or quantitative deficiencies and on condition that the Buyer has communicated to Inox Market Service S.P.A. in due time and in compliance with the aforementioned specifications and of which Inox Market Service S.P.A. is responsible under these terms, then Inox Market Service S.P.A. it will be held at its own expense, also taking into account the reasonable time it takes to produce the new goods (if necessary), correct the defect or, at its option, deliver a new batch of non-defective goods, or again, in the case of quantitative deficiencies, to deliver the missing quantity to the agreed destination. Defective goods must be returned to Inox Market Service S.P.A. simultaneously with the delivery of any replacement product. Instead of proceeding to correct the defect or quantitative deficiency, Inox Market Service S.P.A. may always, at his option, credit the Buyer with a reduction in the value of the goods commensurate with the defect or lack of quantity. In case of defects or quantitative deficiencies in the goods, the Buyer has no right, except in case of serious fault of Inox Market Service SPA, to invoke further remedies in addition to the remedies and compensation expressly established in these Conditions or in the Contract (as defined at following article 10).
7. Force majeure
The parties are not responsible for delays in the fulfillment or for non-compliance with the respective obligations in the event that the delay or default is due to events or circumstances beyond their reasonable control, as in the case of war, terrorism, fire, explosion, flooding or other extreme weather conditions, serious machinery malfunctions, strikes, lockouts and other individual or collective labor disputes, trade union disputes, non-licensing. Delays or defaults due to such impediments do not constitute a breach of contract and, therefore, while the force majeure persists, the party involved is exempt from liability and any contractual claim against it. The deadline to fulfill will be extended for a period of time equivalent to that during which the fulfillment is prevented. Should the force majeure last for more than three months, each party will have the right to withdraw from the Contract only for goods not yet delivered to the Buyer.
In the event of such withdrawal, none of the parties will be entitled to compensation or indemnity of any kind but advance payments for undelivered goods must be returned and the goods in transit not delivered must be returned to the sender.
8. Retention of ownership
1. Inox Market Service S.P.A. remains the owner of the goods delivered until the Buyer has fully paid for the goods in question.
2. Inox Market Service S.P.A. furthermore, it remains the owner of the goods delivered until the Buyer has paid all the other amounts eventually due to Inox Market Service S.P.A.
3. As long as the property is not transferred, Inox Market Service S.P.A. has the right to take back possession of the goods of which it owns and of which the Buyer is in possession or in control; to Inox Market Service S.P.A. therefore has been here conferred the right to access any land or building in which the goods in question have been stored, in order to take possession and recover them.
4. If the Buyer transforms the goods not yet paid into a new object or merges them with others in order to create a new object, to Inox Market Service S.P.A. is recognized the right to property on the new object, in proportion to the value of the goods not paid in it, until Inox Market Service S.P.A. will not have received the full payment of the goods originally sold.
5. If the Buyer sells the goods that have not yet been paid or the new items, the Buyer already gives to Inox Market Service S.P.A a part of its credit towards the third buyer for the part equivalent to the sums due for the goods not yet paid / the new items sold.
6. All previous paragraphs (from 1 to 5) will take effect as separate clauses and therefore, if one of these clauses should prove to be ineffective for any reason, the remaining will remain fully effective and applicable.
9. Payments, VAT and default interest
The agreed prices do not include the Lega Extra, Value Added Tax (I.V.A.) or any other duty or tax, unless this is expressly agreed. The Extra League will be added in accordance with the relevant regulation of Inox Market Service S.P.A. on the dispatch date of each batch of goods, unless otherwise expressly agreed. In the event that to Inox Market Service S.P.A. is for any reason required to pay the Buyer’s VAT and penalties related to VAT (such as in case the Buyer does not export the goods or does not provide the correct VAT number), then the Buyer will have to reimburse to Inox Market Service SPA these costs, increased, with respect to the payments made by Inox Market Service S.P.A., of the default interest indicated below. If payment terms have not been agreed, the Buyer will have to make payment in execution of the Contract within 30 days from the date of the invoice. In the event that the Buyer has not paid promptly, the Buyer will have to pay default interest on the unpaid sum at the annual rate of 7% above the three-month EURIBOR rate (Interbank Offer Rate in Euro) which will be payable by the date on which the payment should have taken place until the balance. The default interest will be determined on the basis of the EURIBOR set on the bank business day following the date on which the payment should have taken place and will be adjusted at quarterly intervals. If, on the date of shipment, the credit insurance company of Inox Market Service S.P.A. has not approved the buyer’s credit insurance, Inox Market Service S.P.A. has the right to request advance payment or another guarantee as a condition for the delivery of goods.
10. Entire contract
These Conditions, the Confirmation with its attachments and any changes agreed in writing, constitute the entire contract between the parties (“the Contract”). The Contract replaces and prevails, in relation to the goods to which the Contract refers, on any negotiation, commitment or agreement past or contextual, both written and verbal.
11. Applicable law
The Contract is governed by Italian law.
All disputes, divergences or claims deriving from the Contract, including those related to its execution, resolution or invalidity will be definitively resolved according to the Italian jurisdiction in the Forum where the selling company has its registered office.
13. General limitation of liability
Except as expressly established in these Conditions or otherwise explicitly agreed upon, in no case – including cases of product liability – Inox Market Service S.P.A. will be liable for any incidental, direct, indirect, consequential loss or damage, including – but not limited to – loss of earnings, loss of production, production to be discarded or claims and demands by the Buyer’s customers. This limitation, however, does not apply in the case of willful misconduct or gross negligence. Inox Market Service S.P.A. nevertheless will never be liable for claims and demands that have been communicated after a year has elapsed from the date in which the risk related to the goods passed to the Buyer.