1. INTRODUCTION These general conditions of sale are an integral part of the offers and sales agreements of the company: Officine Orsi S.p.A. (hereinafter referred to as the "Seller"). With the publication of these conditions of sale on the website: "www.officineorsi.com" the Purchaser considers himself adequately informed of them and accepts the principles and operating rules, set out below, aimed at regulating the synallagmatic relationship with services fees typical of the sale established between the parties.
Sales, unless stipulated otherwise resulting from our order confirmation, are made in compliance with and by means of the general conditions set out in the following paragraphs.
Each order transmission to the Seller implies the Purchaser's unreserved acceptance of the aforementioned general conditions.

2. OFFERS Sales offers which indicate a term of validity are considered binding for the Seller if acceptance by the Purchaser is received within the aforementioned term; in the event that the acceptance of the offer is received after the deadline, the Seller has the right to consider the acceptance of the offer itself valid.
In all other cases, the sales offers are not binding for the Seller, unless expressly indicated otherwise.

3. CUSTOMER ORDERS Customer orders must be complete and defined in all their parts and must comply with the sales offers sent by the Seller; in the event of even partial discrepancy between sales offers and customer orders, the Seller has the right to refuse the orders.
Customer orders become binding for the Seller only following the order confirmation.
No order that has been accepted by the Seller can be canceled or modified, even partially, by the Buyer without the written consent of the Seller, without prejudice to the full compensation of the Buyer to the Seller for all losses (including lost profits), costs ( including the cost of the materials used and the labor employed), damages and expenses incurred by the Seller following the cancellation or modification of the order.

4. ORDER CONFIRMATIONS The order confirmation letter - sent to the customer by e-mail, fax or post - specifies the object of the supply (quality and quantity of materials, services, etc.) and any other conditions of sale.
The nominal weights and dimensions, in any case and wherever indicated, are indicative assuming usage tolerances on them. The execution of the orders admits the tolerance of 10%, more or less on the weight ordered, except for those particular dimensions or qualities for which the tolerance will be agreed from time to time.
Any condition expressed by officials or intermediaries of the Seller will be worthless if not reproduced in the text of the order confirmation letter.
Any variations of the order confirmation must be in writing.
The order confirmation is considered accepted by the Purchaser if not contested within 10 days from the date of dispatch.
In case of discrepancy, the text of the order confirmation will prevail over the offer and the customer's order.

5. DELIVERY OF MATERIALS The goods to be supplied, unless otherwise specifically agreed, are always understood to be delivered ex works of the Seller (EXW, Incoterms 2010), and therefore travel at the Buyer's risk.
In the event of late collection, storage costs may be charged. In any case, the Seller reserves the right to partially or totally terminate the contract and/or to ship, charging all expenses, the materials prepared to the Buyer's known address, if:
• fifteen days have elapsed from the date of notification of goods ready for shipment without the Purchaser having collected the materials;
• the Seller's factory or warehouse was unable to arrange for the shipment due to lack of instructions from the Purchaser.
Responsibility for the state of the materials is transferred to the Purchaser upon delivery to the carrier and therefore, once delivery to the carrier has been made, all responsibility of the Seller ceases and the materials travel at the risk and peril of the Purchaser.
Any reservations, complaints, actions for damage to the goods found by the Purchaser upon arrival at destination, deriving from or in any case connected with transport and subsequent operations must be made and/or proposed by the Purchaser exclusively against the carrier.
In the event of collection of the material by means of the Purchaser, no responsibility can be attributed to the Seller for any damage during transport.
The Purchaser is responsible for verifying the authorization of the carrier appointed by him.
Any other out-of-pocket expenses for particular arrangements of the materials on the means of transport - if agreed - will be charged at the Buyer's cost.
With regard to sales outside the Italian territory, it will be the Purchaser's responsibility to acknowledge receipt of the goods using the appropriate confirmation form and providing the documentation pursuant to EU Reg. no. 1912/2018 and will be responsible for the correct execution of any export customs procedures.

6. CONDITIONS OF PAYMENT The payment of the supplies according to the amounts indicated in the invoices must be made within the times and methods foreseen without any deduction or discount. For invoiced and unshipped material, for the purposes of the payment starting date, the date of issue of the invoice is assumed as the date of shipment or, if earlier, the date of the notice of goods ready.
The Seller has the right to:
• to request payment in cash upon order, when goods are ready, or upon shipment.
• to grant a deferred payment term possibly against the presentation of adequate guarantees, beyond which default interest will be charged.
• to withhold advances and advances as a penalty in the event of cancellation or cancellation of the order by the Purchaser.

7. NON-PAYMENT OR DELAYED PAYMENT Delay in payment, even partial, of invoices beyond their agreed deadline, gives rise to the immediate start of default interest which will be charged under the conditions and to the extent provided by Legislative Decree 9.10.2002 n. 231, implementing Directive 29.6.200/35/EC and any subsequent amendments.
Furthermore, the non-payment or delayed payment of the invoices or if, for reasons arising after the conclusion of the contract, the Seller has reasonable grounds to fear that the due payments will not be made within the terms or in full, authorizes the Seller, without prejudice to any other action and without prejudice to legal rights, to demand advance payment of the remaining supplies, to suspend the execution of contracts in progress with the Purchaser or to deem the supplies ready for shipment until new payment and supply conditions have been agreed and sufficient guarantees have been provided.
If such an agreement is not concluded within a suitable term or sufficient guarantees have not been provided, the Seller, at its sole discretion, has the right to request and obtain payment of the entire price in a single solution or to terminate the contract as well as to terminate the fulfillment of any other contracts in progress with the defaulting Purchaser and to withhold any advances and advances paid for any reason, without the Purchaser being able to make any claim for compensation for contractual liability from the early termination of the contract. The purchaser remains obliged to pay compensation for all damages (emergent or loss of profit) deriving from the non-execution of the contract/s itself

8. TRANSFER OF OWNERSHIP AND RISKS The transfer of ownership between the parties will take place with full payment of the invoice issued by the Seller. The risks inherent in the deterioration of the asset in question are entirely transferred to the Purchaser upon collection of the ordered product from the Seller's warehouse.

9. PACKAGING The Seller will provide for the packaging according to uses and customs while remaining explicitly exempt from any liability for losses and damages.
L'impiego di imballaggi particolari, ovvero l'esclusione dell'imballaggio nel caso di merce per la quale esso è normalmente usato, dovranno essere richiesti dall’Acquirente, all'atto della ordinazione.
For particular types of packaging, the extra price will be counted on the invoice.

10. TERMS OF DELIVERY The terms of preparation, presentation for testing, shipment or delivery, resulting in the order confirmations of the Seller are only indicative and are always given without guarantee, except in the case of the mandatory commitment of the Seller itself, which must result in the order confirmation. Any delays cannot, therefore, under any circumstances give rise to compensation for damages or the termination, even partial, of the contract unless such consequences have not been expressly accepted in our order confirmation.
In any case, the delivery term is observed with the communication of goods ready for shipment and/or testing.
In any case, the Seller is not liable for non-compliance with the delivery terms if one or more causes of force majeure or one or more situations unforeseeable by the same arise which affect the company's production efficiency causing delays in production. The above cases include, by way of example but not exhaustively: the lack of raw materials or electricity, breakdowns of the machinery, interruptions of the railway, maritime or other services connected with the transport of goods, lack of vehicles or wagons for loading, mobilization, blockade or war even in raw material supplier states, personnel unrest, occupation of factories, lockouts, floods, public disasters, etc., as well as any measures and instructions of the competent governmental bodies and/or or of the European Union, intended to limit and in any case regulate international sales, even in certain countries, the consumption of raw materials and the production and distribution of steel, its alloys and finished products.

11. TESTING Unless otherwise indicated in the order confirmation, the supplies of the Seller are governed by the provisions of the current international standards ASTM, DIN and EN.
Any testing of the materials must be expressly requested by the Purchaser at the time of ordering and expressly accepted by the Seller in the order confirmation; it can only take place in our manufacturing plant before shipment or delivery.
The testing of materials is meant to be liberating in all respects.
The test can be carried out according to the ASTM, DIN and EN standards or according to the Specifications of the control bodies or according to particular other requirements previously agreed and specified in the order confirmation. The fees of external testing bodies (official bodies or customer appointees) are to be paid in full by the Purchaser, unless otherwise indicated.
The Seller's plant will inform the Purchaser of the readiness of the materials for testing, so that the Purchaser can promptly give instructions to the Body designated by him. Any payments made by the Seller to the testing bodies on behalf of the Purchaser will be reimbursed by the latter on sight.
The test must take place within 15 days of the notification of readiness of the material if it is to be performed by the Buyer's representatives or within 30 days of the notification of readiness of the material in the case of assignment by the Buyer to third parties or recognized .
Failure to carry out the test, not depending on the Seller's actions, within the aforementioned term, entails the renunciation of the test itself and the tacit acceptance of the supply without testing and the Buyer's obligation to collect the goods. In case of non-collection. the Seller is deemed authorized to carry out the relative shipment, and/or to continue further processing and manufacturing
In any case, any waiver by the Purchaser of testing does not involve any change in the extra price for quality and testing indicated in the price lists of the individual products.
Any materials rejected during testing involve, for the Seller, the sole obligation of replacement in the shortest possible term without the Buyer being able to claim any compensation and/or reimbursement of expenses incurred for any reason.
If the test is postponed at the request of the Purchaser subject to written confirmation by the Seller, the Purchaser will be charged for all the greater expenses deriving from this suspension (storage, interest expense, etc.).

• Non-Conformity: potential complaints deriving from the non-conformity of the goods with the order confirmation must be communicated, in writing, within the maximum term of 15 (fifteen) days from receipt of the goods, under penalty of forfeiture. Reporting of any hidden defects must be made in writing, under penalty of forfeiture, within 8 (eight) days of discovery, and in any case within 90 (ninety) days of receipt of the product. If the complaint falls within the aforementioned terms and is founded after verification by the Seller's technical staff, the Seller's obligation is limited to the replacement and/or repair of the recognized non-corresponding goods, in the same place of delivery as the original supply. , upon return of this excluding any right by the Purchaser to request the termination of the contract or compensation for damages and reimbursement of expenses incurred for any reason.
• Defects and anomalies: defects/damage found by the Purchaser must be communicated in writing to the Seller within 8 days of delivery of the goods or, if later, within 8 days of discovery of the defect/damage. In the event of documented and accepted complaints, the Seller may, at its discretion, repair or replace the defective goods or issue a credit note for the corresponding value.
• The Purchaser forfeits any possibility of proposing a complaint and requesting the replacement of the goods if he does not immediately suspend the processing or use of the materials object of the dispute, or autonomously carry out changes and/or modifications without the Seller's authorization and supervision or repairs on the disputed goods. Complaints and protests do not entitle the Purchaser to suspend payment of the invoice for the disputed goods.

13. GUARANTEES The Seller guarantees the compliance of the materials with the characteristics specified in the order confirmation. Unless otherwise agreed, the Seller assumes no responsibility for the applications and operating conditions in which the supplied material will be used.
Any technical specifications and/or requests for guarantees made by the Purchaser will not be taken into consideration unless reproduced in the order confirmation.
The Purchaser has the obligation to carry out tests and trials on the products to determine if they are suitable for the processes and use for which they are intended.
Any modification and/or tampering carried out by the Buyer without the authorization and supervision of the Seller on the purchased goods renders the guarantee null and void. In compliance with the provisions in the previous paragraphs and unless otherwise provided by the Seller, the warranty has a maximum limit of two years from the date of delivery of the material.

14. LIMITATION OF LIABILITY The Seller guarantees materials that fully comply with the characteristics and conditions specified in the order confirmation. Unless otherwise agreed, it does not assume any responsibility for the applications and in any case operations to which the material supplied to the Purchaser or whoever will be subjected.
Any technical specifications and/or requests for guarantees made by the Purchaser will not be taken into consideration unless reproduced in the order confirmation.
The Purchaser has the obligation to carry out tests and trials on the products to determine if they are suitable for the processes and use for which they are intended.
In no case (including "product liability") can the Seller be charged for any incidental, indirect or consequential damages or disadvantages such as, but not limited to, loss of profit or production, production rejects or claims by the customer of the 'buyer.
All liability of the Seller ceases, in any case, if no notification in writing has been made by registered mail within two years from the effective date of delivery of the material.

15. TAXES TO BE PAID BY THE BUYER For sales in Italy, the prices indicated in the offers and order confirmations are net of VAT. On the invoice, VAT will be applied according to the taxability and non-taxability legislation in force on the invoice date.
For sales outside the national territory, the prices indicated in the offers and order confirmations are net of VAT and any tax or customs duty on the goods.
The taxes and/or fees affecting the materials upon entry into EU and non-EU countries are the responsibility of the buyers.

16. SAFEGUARD CLAUSE In addition to cases of force majeure and in the others provided for by law, including the state of alarm, mobilisation, blockade or war also in states supplying raw materials, strikes and unrest of personnel, occupation of factories, lockouts, fires , floods, public calamities, etc., as well as in the case of any measures and provisions of the institutions of the European Union intended to limit and in any case regulate the consumption of certain raw materials, and the production and distribution of steel and finished products, the Seller will have the right to withdraw, in whole or in part, from the definitively concluded sales contract, as well as from those being defined when, wherever this occurs, facts and circumstances occur which substantially alter the state of the markets, the value of the currency and conditions of Italian industry. In such cases and in general, when the Seller withdraws from the contract due to an impediment that does not depend on her own fact or fault, the Purchaser will not be entitled to indemnity, compensation or reimbursement and will have to, if requested by the Seller, pay for the already prepared goods or in progress.

17. COMPETENT COURT The exclusive competent court for any dispute relating to sales and related contracts concluded by the Seller is that of Milan (Italy). Alternatively, the choice of having recourse to the National and International Arbitration Chamber of the Milan Chamber of Commerce (Italy) will be at the sole discretion of the Seller. The language of the arbitration will be Italian for disputes with national clients and English for those with international clients. Alternatively, the choice of being able to appeal to the competent court, as well as to the legislation of the country of the Purchaser, will be at the sole discretion of the Seller, in order to be able to recover any credits due against the same.

18. APPLICABLE LAW Italian law is applicable to the sale of goods and services provided by the Seller.

19. LANGUAGE This contract is stipulated in Italian and English, in the event of interpretative discrepancies between the two versions, the Italian version shall prevail

Carpiano, 18 February 2020

Villaggio Francolino - 20074 CARPIANO (MI) ITALIA
Tel 02 9850951
C.F./P.Iva IT 02821570153

Browse catalog