These conditions of sale (“Conditions”) are an integral part of all offers and agreements for all goods ( “Goods”) sold by Inox Market Service S.p.A. and all of its affiliates (collectively hereafter be referred as “Inox Market” or “Inox”). Any terms and conditions set out in the Buyer’s Request For Proposal (RFQ), order or any other Buyer document are rejected and will only have effect if accepted by Inox Market in writing. An agreement for sale of Goods will be concluded only upon Inox Market issuance of an order acknowledgment (“Acknowledgment”) or a signed agreement.
An offer from Inox Market is valid for a period of 5 business days from the date of issue, unless otherwise expressly stated in the offer. Notwithstanding the foregoing, Inox Market may revoke an offer at any time prior to receiving the Buyer’s written acceptance.
3. Material selection
Any advice on material selection or other similar assistance by Inox Market is made free of charge without any representation or warranty and Inox Market shall have no liability for any such advice or assistance.
The Goods shall meet the “Specifications” set out in the Agreement (defined in clause 11) which are the only undertakings Inox Market has for the Goods e.g. statements in product information, handbooks, web sites, are not binding on Inox Market.
5. Delivery of the Goods
5.1 Delivery time and term
Agreed delivery date shall mean the date of dispatch from Inox Market, irrespective of Incoterm agreed. Inox Market is entitled to divide the delivery into lots. If no delivery date is agreed, delivery shall be made according to Inox Makret capacity planning. Delivery will be made ExWorks Inox Market (Incoterms 2020) unless otherwise set out in the Agreement.
5.2 Adjustment of volume
The quantity to be supplied, either weight or number of blanks, can be adjusted by Inox Market to deviate up to 10% (+/-) from the agreed weight or number of blanks, and the price shall be adjusted accordingly.
5.3 Delay in delivery
Should the delivery of the Goods be delayed, the Buyer’s sole remedy is to cancel the purchase of the Goods which are delayed more than eight weeks. Cancellation shall be in writing.
5.4 Limited liability
The Buyer is not entitled to any compensation or remedies other than expressly set out above, attributable to any delay in delivery of any Goods, except in the event of Inox Market gross negligence.
6. Defective Goods and shortages
6.1 Inox Market Group warranty
Inox Market warrants that the Goods delivered are free from defects (faults) and in agreed quantity when the risk for loss and damage to the Goods transfers to the Buyer according to the Incoterm agreed (“Risk Transfers Date”). The Goods shall only be regarded as defective or otherwise deviating from the Agreement, if the Goods do not meet the Specifications (“Defect”) for a percentage grater than 3% of the total delivered volume. If the Goods are sold with the explicit written classification of second choice material, the Goods shall not be regarded at any time and for what ever reason as defective or otherwise deviating from the Agreement. Hence Inox Market is not liable for any function, quality or property other than set out in the Specifications. Any term, undertaking or liability implied, whether by statute or otherwise, relating to quality or fitness for purpose are excluded.
6.2 Buyer notices of complaint
In the event of any Defect or the Goods are not delivered in the agreed quantity (“Shortage”), the Buyer shall give notice to Inox Market in writing: (i) on the business day after the day the Goods arrived at the named point of destination according to the Incoterm agreed (the “Destination”) for damages incurred during transport and Shortage – possible to detect at normal arrival inspection or (ii) for other Defect and Shortage, within 10 business days from the day the Buyer noticed or should have noticed the Defector Shortage . If notification is made after the dates stated above or clause 14, Inox Market is not obligated (liable) to perform any remedy or pay any reduction in price related to such Defect or Shortage.
In the event of any Defect, Inox Market shall, at its own expense and at its sole discretion, either rectify the Defect or deliver replacement Goods. Defective Goods shall be handed over to Inox Market at the Destination at the same time as the replacement Goods are delivered, Alternatively, the Buyer and Inox Market may agree in writing the value for scrapping the Goods at Buyers plant. Instead of correcting a Defect or Shortage, Inox Market has the right to reduce/credit the price for the Goods with an amount equal to the price for the missing or Defective Goods less (minus) the latter’s scrap value.
6.4 Limited liability
Apart from the remedies and compensation expressly set out above, the Buyer is not entitled to any compensation or remedies with respect to any Defect or Shortage, except in the event of Inox Market gross negligence.
7. Force majeure
“Force Majeure” is an impediment beyond a party’s reasonable control such as war, terrorism, fire, explosion, flooding or other extreme weather, major machine breakdown, strikes, lockouts and other labor disputes, epidemic, trade disputes, refusals to grant licenses, which the party could not reasonably have avoided or overcome. Delay or failure by a party to perform its obligations due to a Force Majeure event shall not constitute a breach of contract with the effect that the affected party is relieved from liability in damages and any other contractual remedy for breach of contract during the time the Force Majeure persists. The time for performance shall be extended by a period equivalent to the time the Force Majeure persists. If Force Majeure persists for more than three months, either party shall be entitled to terminate the Agreement in respect of Goods not yet delivered to the Buyer. In the event of such a termination, neither party will be entitled to any damages or other compensation.
8. Retention of title
(i) Inox Market holds the title to the Goods delivered until the Buyer has made full payment for the Goods. (ii) Inox Market also holds title to the Goods delivered until the Buyer has made full payment of all other monies due from the Buyer to Inox Maket. (iii) Until the title passes, Inox Market has the right to recover the Goods in the Buyer’s possession or control and Inox Market is hereby given the right to enter any land or building where the Goods are stored to collect the Goods. (iv) If the Buyer processes the unpaid Goods into/or to form part of a “New Object”, Inox Market is granted title to the New Object proportionate to the value of the unpaid Goods in the New Object until such time as it has received full payment for the original Goods. (v) If the Buyer sells any unpaid Goods or New Object, the Buyer hereby assigns to Inox Market a proportion of its claim on any third-party equivalent to the debt for the unpaid Goods/New Object sold. (vi) Each sub clause (i)-(v) above shall have effect as a separate clause and accordingly in the event of any of them being unenforceable for any reason, the others shall remain in full force and effect.
9. Payments, VAT and overdue interests
Agreed prices are exclusive of Alloy Surcharges, Value Added Tax (VAT) and any other taxes or duties unless otherwise expressly agreed. Alloy Surcharge will be added in accordance with Inox Market surcharge ruling at the date of dispatch (available at: www.inoxmarketservice.com) for each lot of Goods unless otherwise expressly agreed. If Inox Market is required pay VAT and VAT related penalties due to Buyer not providing correct VAT number or sufficient evidence of export/international shipment, the Buyer shall reimburse Inox Market such costs. If not otherwise agreed in writing, the Buyer’s payments under the Agreement shall be made within 30 days from the date of invoice. If Buyer at date of dispatch is not approved for credit insurance by Inox Market credit insurance company or have overdue invoices to any Inox Market Group Company, Inox Market is entitled to request advance payment or other security as a condition for delivery of the Goods. Should Buyer refuse to take delivery, the Buyer shall pay for the Goods as if it is delivered. If the Buyer has not made payment in accordance with the Agreement, the Buyer shall pay overdue interest on the amount outstanding at a rate of 7 percent per annum above the three-month Euribor (Euro Interbank Offered Rate) interest rate, from the due date to the payment date. The interest shall be adjusted every three-months from the due date.
10. Compliance with laws, sanctions and ethics
Both parties undertake to (i) comply with all applicable anti-corruption and anti-money laundering laws & regulations, (ii) standards & principles of Inox Market’s Code of Conduct (available at www.inoxmarketservice.com) and (iii) not sell or supply the Goods to or to be used in, any territory or by any individual or entity in breach of any sanction regulation, export restriction and other restrictive measure applicable on the Goods or the parties, including those imposed by the United Nations, European Union or USA (OFAC). A serious breach of any of these undertakings entitles the non-defaulting party to immediately terminate the Agreement.
11. Entire agreement
These Conditions, the Acknowledgment and any agreement confirmed in writing regarding the Goods, constitutes the entire agreement between the parties (“Agreement”). The Agreement supersedes all previous negotiations, commitments and understandings between the parties with respect to the Goods covered by the Agreement.
12. Governing law and Venue
All disputes deriving from this contract or in relation to the same, will be resolved by arbitration according to the Regulations of the Arbitration Chamber of Padova, by three arbitrators, appointed in accordance with said Regulations.
However, as an exception to what is established above, the Seller has the right to bring the dispute exclusively before the Italian Judge, Court of Padova.
13. General limitation of liability
Under no circumstances shall Inox Market or Buyer be held liable for any special, indirect, incidental or consequential loss or damage including, but not limited to, loss of profit, loss of production, lost sales or claims from the Buyer’s customer. This limitation, however, does not apply in the event of gross negligence or willful misconduct. Inox Market shall have no liability for any claim whatsoever when notification is made more than one year after the Risk Transfer Date.