1. Purpose and completion of the contract
1.1. These general conditions (hereinafter the "General Conditions") will apply to all sales and / or supplies of goods ("Products") or services ("Services") by Meteor SAS di Fabio Dell'Oglio & C. (the "Supplier" or "Meteor") towards all subjects, whether they are individuals and / or legal persons and / or entities ("Customer” and collectively the "Parties") and prevail over any general conditions of purchase of the Customer, except for express written derogation. The Parties may modify or supplement the General Conditions only with a document signed by both Parties and with reference to the order to which the changes refer. In case the Customer and the Supplier agree to a specific contract in order to regulate the supply of goods provided by the Supplier, it is understood that the contract shall prevail to these General Conditions.
1.2. In the case of interest, the Supplier may send the Customer an offer (the "Offer") specifying the Product and / or Service, its characteristics, quantity, price, terms, method and place of delivery, terms of payment. To communicate their acceptance of the Offer, the Customer must send the same signed for acceptance or formalize the order request. The receipt of the Offer and / or the Customer's order by the Supplier will determine the completion of the contract (the "Contract").
1.3. If the price is not expressly indicated, the Supplier's price list in force for the reference year will apply. The Supplier reserves the right to periodically change its price list.
1.4. If the Customer requests the supply of custom products ("Custom Supplies"), he will have to send the Supplier detailed information on the characteristics of the product and the functions that it must achieve.
1.5. It is understood that the execution of the order by contract shall prevail to these General Conditions Meteor S.A.S. di Fabio Dell'Oglio & C. shall not imply any acceptance to the General Purchase conditions specified in the Customer order confirmation and that all sales and / or supplies of goods or services are exclusively governed by General Sales conditions submitted by Meteor.
2. Delivery
2.1. The terms indicated in the Contract have no essential value, unless otherwise agreed between the Parties and expressly indicated in the Contract. The Parties agree that the Supplier may also perform partial deliveries and issue partial invoices according to the deliveries made.
2.2. In the case of Custom Supplies, delays resulting from the lack of timely communication of information or approval of projects by the Customer will not in any case be attributable to the Supplier.
2.3. Unless otherwise agreed in writing, the Products will be delivered to the Supplier's headquarters, or the local unit indicated by the same according to Incoterms EX WORKS. All costs of transport, insurance, packaging, customs (etc.) will be charged to the Customer.
3. Customer obligations
3.1. The Customer undertakes to pay the Supplier the fees agreed in the Contract, within the terms and in the manner provided. The Parties agree that in the case of contracts with periodic or continuous or deferred execution, the prices may be increased in relation to circumstances occurring after the conclusion of the Contract.
3.2. In the event of a delay in payment with respect to the terms indicated in the Contract, the Customer will be required to pay default interest on the sums due pursuant to Legislative Decree 231/2002 from the first day following the agreed deadline, without the need for any formal notice.
3.3. In the event of a delay of more than 5 days in the payment, the Supplier may suspend the execution of further supplies.
4. Complaints
4.1. Complaints relating to evident defects and / or defects of the Products or the quantity of the Products must be ascertained and proven upon delivery of the Products to the Customer or to a person appointed by the Customer.
4.2. Complaints regarding any hidden defects or non-evident non-conformities of the Products must be made by the Customer to the Supplier, under penalty of forfeiture, within 8 days of discovery and, in any case, within one year of delivery. In all cases, the Customer who proposes the complaint must provide it with adequate documentation and keep the Products available for investigations.
4.3. If the presence of any defect or non-conformity of the Products is ascertained jointly between the Parties, the Supplier may replace the Products or individual parts of the same or carry out the necessary repairs.
5. “Solve et repete” Clause
The Parties agree that in the event of a dispute on any of the obligations arising on the Supplier under the Contract, the Customer may not make exceptions in order to avoid or delay the payment to the Supplier.
6. Force Majeure
The Supplier cannot be considered in default of the obligations assumed if the fulfillment is prevented or made objectively excessively onerous by any circumstance beyond its control ("Force majeure"), including pandemics, earthquakes, tsunamis, wars, strikes of its own personnel or of third-party suppliers in charge of the execution of part of the contract, difficulties in transport.
7. Limitation of Liability
The Parties agree to exclude the Supplier's contractual liability for slight negligence with reference to all the obligations assumed.
8. IPR
8.1. The Parties agree that the industrial and intellectual property rights on the Products are understood to be attributed exclusively to the Supplier, unless expressly agreed in writing.
8.2. The Customer undertakes to maintain the utmost confidentiality and not to use the information acquired under the Contract for an unlimited time.
9. Applicable Law and Exclusive Competent Court
9.1. Italian Law will apply to these General Conditions, the Order, the Contracts and their execution.
9.2. The Court of Treviso will be exclusively competent to decide any dispute that may arise regarding the interpretation, execution or validity of the Contract, the General Conditions.