Sale Conditions
G E N E R A L T E R M S A N D C O N D I T I O N S O F S A L E A N D W A R R A N T Y
The following General Terms and Conditions of Sale constitute an integral and essential part of sales offers and contracts (in any form and at any time agreed) for products, components and/or accessories and/or services ("Products") sold and/or supplied by Germanplast srl ("Supplier") to the Customer, and are applied as essential clauses thereof. Every related offer and order confirmation, as well as any delivery by the Supplier, is deemed subject to these provisions. Only the Special Conditions contained in individual sales offers and agreed between the Parties prevail over these GTC and may constitute an amendment or derogation to them. These General Terms and Conditions of Sale apply to all further offers submitted to the Customer, even if not explicitly mentioned. The Supplier may accept conditions different from and/or additional to those established in these GTC only if such agreement is signed by both parties. The possible inapplicability, nullity, invalidity, ineffectiveness or annulment of any clause of these Territorial Provisions, in whole or in part, shall not affect the validity of the remaining provisions, which shall remain fully valid. The Parties may renegotiate the invalid clause in good faith to reflect as closely as possible their original intentions. The Supplier reserves the right to modify, integrate or amend these GTC by attaching such modifications to offers or to any correspondence sent in writing to the Customer. The title of these GTC and the headings of each article are for reference purposes only and do not limit their content.
1. Orders and Confirmations
Any agreement, order or clause that differs from these General Terms and Conditions of Sale must be confirmed in writing by the Supplier to be valid. An order is considered finalised only upon receipt of the signed order confirmation, any approved specifications and the agreed Confirmatory Deposit. By accepting the Supplier’s offer and sending the signed contract, the customer accepts all the conditions and references included therein. Orders or amendments made verbally or by telephone must be confirmed in writing by the Customer and explicitly accepted by the Supplier in writing. Otherwise, the Supplier assumes no liability for any errors or misunderstandings.
2. Sale of Used Machinery
Used machines are offered "subject to prior sale" and may be sold "as seen and approved", partially or fully reconditioned. A Confirmatory Deposit is required to reserve a machine, refundable only if the sale becomes impossible for reasons attributable to the Supplier. In the event of multiple deposits received for the same item, the Supplier reserves the right to choose to whom the sale will be confirmed, returning unused deposits without liability for bank charges or indirect damages.
3. Machine Conditions and Liability
Information on used machines is provided based on data received from the previous owner and/or available documentation. The level of reconditioning is defined on a case-by-case basis. Some of the components in an electric cabinet may be retained following a professional check to ensure they are in good working order, at the Supplier’s sole discretion. For new machines constructed by third-party partners, the Supplier assumes no liability for patent infringements or failure to comply with CE regulations.
4. Sale of New Machinery
The Supplier delivers machinery in accordance with the project data provided by the Customer.
If actual data differ from those previously communicated, compromising the expected result, no liability shall be attributed to the Supplier and any warranty provided shall be void, as the use shall be deemed improper
Approval of the technical drawing releases the Supplier from any liability regarding the suitability of the equipment design.
If, during construction or at the time of receipt/installation of the equipment, modifications are requested that deviate from the approved drawing, such modifications shall be subject to further commercial agreements. The Supplier reserves the right, at its sole discretion and without prior notice, to modify the technical specifications of the offer to improve the product.
5. Parts of Used Machinery
Machines sold as "parts of used machinery" cannot be used in the condition in which they are sold.
It is the exclusive responsibility of the buyer to:
• complete the machine with all missing parts and safety devices;
• ensure compliance with national technical and safety standards;
• obtain the certifications of conformity required by law.
6. Warranty
The customer must notify the Supplier of any need to activate the warranty promptly by registered letter or certified email (PEC).
The warranty covers manufacturing defects:
• New machinery: limited warranty of 12 months from the date of shipment.
• Used machinery: can be sold without warranty or with a limited warranty of 3, 4 or 6 months from the date of shipment, at the Supplier’s discretion.
This period is halved if the machinery operates more than 16 hours per day.
If commissioning takes place at the Customer’s site, the warranty begins from actual start-up only if carried out by a technician of the Supplier or under their supervision, and in any case within 2 months of delivery. The warranty is void if the buyer or a third party carries out modifications or repairs without the Supplier’s written consent, or if the Customer fails to promptly notify the Supplier of the problem and take steps to prevent further damage. The machine must not be used before the intervention of the Supplier’s technician or without the Supplier’s written authorisation, otherwise the warranty will be voided.
The Supplier will repair or replace, at its discretion and as soon as possible (subject to pandemics or other restrictions), the parts of the machine covered by the warranty.
New motors, electrical and electronic components are covered by the manufacturer’s warranty, which the Supplier will activate on behalf of the Customer.
Replaced parts become the property of the Supplier and must be returned upon request. Replacement of parts does not extend the original warranty period of the machine.
The following are excluded from any warranty:
• damage due to incorrect installation, improper use, use of materials not specified in the offer, tampering, normal wear and tear, negligence or inadequate maintenance, chemical or electrolytic influences, poor lubrication, misunderstanding of the user manual or training, operation under conditions other than those prescribed or contrary to safety regulations;
• consumables and wear parts: electrical and mechanical components such as blades, belts, screens, filters, bearings, bushings, supports (indicative and non-exhaustive list);
• repairs or replacements carried out by the Customer without the Supplier’s prior written approval;
• any direct or indirect economic damage, including loss of production, loss of profits, missed orders, contractual breaches or third-party claims.
The warranty is ex works (11020 Issogne).
If the customer is unable to send the defective part to the Supplier’s factory, the latter may assess the feasibility of an on-site intervention. In such cases:
• The Supplier covers labour and replacement materials under warranty;
• The Customer covers travel expenses, boarding, travel time, idle waiting time, transport, disassembly/reassembly operations, lifting equipment and consumable materials.
(In case the defect is not covered by the warranty, the Customer will also bear the costs of parts and labour.)
During the warranty period, the Supplier undertakes to repair, replace or modify, at its sole discretion, any defective material to restore the supply to the contractual conditions. The warranty is strictly limited to what is described in this article, for the stated period, and without further liability on the part of the Supplier.
7. Testing
Machines are tested at the Supplier’s facility before delivery or shipment and the customer is always invited to attend in person or through a designated representative. Failure to do so implies unconditional acceptance of the supply, subject only to the warranty conditions described in Article 6. The Supplier reserves the right to carry out an on-site inspection to verify correct installation and may collect photographic or video documentation for its electronic records.
8. Training
When training is offered to personnel, the Supplier strongly recommends not underestimating its importance. The Customer must appoint one or more dedicated operators who will attend the training and make full use of the allotted time. Inadequate training may cause malfunctions or improper use for which the Supplier cannot be held responsible. Customers are advised to send a technician to observe the disassembly of the machine prior to shipment, to facilitate reassembly at destination.
9. Manuals and Documentation
New machinery comes with CE compliance certificate, User’s Manual and electrical drawings. As far as used machines are concerned, technical manuals may be provided in a language other than that of the country of destination. It is the Customer’s responsibility to ensure that all operators, regardless of language, have read and understood the manual before starting the machine. Documents may be provided in digital format.
10. Delivery and Transport
Deliveries are ex works (EXW – Incoterms) unless otherwise agreed. The Supplier can provide DAP, FOB or CIF with a specific quotation. Delivery dates are approximate and not binding deadlines. Delays caused by external events (wars, pandemics, delays from third-party suppliers, force majeure) do not entitle the Customer to compensation for loss of profits. Delivery times begin once the signed pro-forma invoice, approval of any drawings and the confirmatory deposit have been received. Goods travel at the customer’s risk, even if transport is organised by the Supplier. Insurance will be taken out only upon written request and at the Customer’s expense.
11. Prices and Payments
Prices are expressed in euros, ex works, net of VAT, packaging, transport and any other costs, unless otherwise agreed in writing. Payment must be made in advance by bank transfer unless different conditions have been agreed. Cheques or bills of exchange are not accepted. The Supplier is available to invoice a leasing company chosen by the Customer. If the Customer delays payment of the outstanding balance, the Supplier reserves the right to apply interests at the rate governed by Legislative Decree 231/2002 (ECB rate increased by 8 points), in addition to legal costs incurred for debt recovery and charge the Customer for the storage of the goods. If the Customer does not pay the outstanding balance within 30 days of the “Goods Ready Notice”, the Supplier will retain both the Confirmatory Deposit and the goods, pursuant to Art. 1523 et seq. of the Civil Code (see point 12). Payments must be made net of all charges, commissions, discounts or taxes, directly to the Supplier’s bank account.
12. Retention of Title (Italian Law – Articles 1523 et seq. of the Civil Code)
Ownership of the goods sold remains with the Supplier until full payment of the purchase price. The risk of loss, damage or deterioration passes to the Customer at the time of delivery.
The Customer shall be considered trustee of the goods, which remain the property of the Supplier and is prohibited from transferring them to third parties on any basis.
In the event of damage, theft, fire, improper use or negligence that compromises the value of the goods –if not yet paid in full for – the Customer is nonetheless obliged to pay the full agreed price, without prejudice to the Supplier’s right to seek termination of the contract and damages.
It is agreed that the contract shall be deemed automatically terminated if any instalment of payment is not paid on time. In such cases, payments already made shall be retained by the Supplier as compensation, without prejudice to the right to seek further damages. Bankruptcy or insolvency proceedings shall not compromise the Supplier’s right to recover or remove the goods sold.
13. Claims and Returns
Any claim or dispute relating to apparent defects must be communicated only by registered letter or certified email (PEC) – and where possible also by ordinary email – within eight (8) days of receipt of the goods, under penalty of forfeiture.
Claims relating to hidden defects, i.e. defects that could not be discovered upon careful inspection at the time of delivery, must be communicated by the same means within eight (8) days of discovery, and in any case no later than six (6) months from the date of delivery, under penalty of forfeiture.
It is understood that claims regarding a single delivery shall not affect the remainder of the order or other deliveries, nor justify non-payment for uncontested goods. The Supplier’s obligation is limited to the replacement of defective parts, as specified in Article 6. Shipping and customs costs for returns are borne by the Customer.
14. Termination of Contract
The Supplier reserves the right to terminate the contract in the following cases:
a) failure or delay in payment exceeding 20 days from the Goods Ready Notice;
b) failure to adequately prepare the premises and installation areas within 20 days of receipt of the goods by the customer;
c) tampering with the Products or components sold;
d) unauthorised transfer of the contract;
e) bankruptcy or insolvency proceedings of the customer;
f) material changes in the financial situation or creditworthiness of the Customer;
g) significant corporate changes (e.g. transfer of business, demerger, separation from group, etc.).
In such cases, termination shall be effected by written notice from the Supplier, sent by PEC or registered letter to the Customer’s address.
Goods must be returned and the Supplier may retain any amounts received without prejudice to further claims for damages.
15. Prohibition of Assignment
The Customer may not assign the contract or any of its obligations, even partially, to third parties without the express written authorisation of the Supplier.
16. Express Termination Clause
In the event of a breach or non-compliance by the Customer of one or more clauses of these Territorial Provisions or the Special Conditions, in particular Articles 1, 2, 3, 4, 5, 6, 11, 12, 13, 14, 15 and 19, the Supplier reserves the right to terminate the contract pursuant to Article 1456 of the Italian Civil Code, by registered letter or certified email (PEC), without prejudice to the right to seek compensation for any damages.
17. Privacy
Customer data will be processed in accordance with Italian law and EU Regulation 2016/679 (GDPR). For the full privacy policy, please visit the Privacy page at www.germanplast.com.
18. Export
The Supplier is not responsible if export authorisations are not granted or if the goods cannot be used in the Customer’s country.
19. Jurisdiction and Applicable Law
For any disputes, the Parties agree that the Court of Biella (13900) shall have exclusive jurisdiction. This jurisdiction may not be waived on grounds of connection or related disputes. Any dispute shall be governed by Italian law.
20. Acceptance of Terms
All clauses of the contract are considered interdependent and failure to comply with even a single clause shall be deemed a breach of the entire contract, entitling the Supplier to terminate the agreement for non-performance.
In accordance with Articles 1341 et seq. of the Italian Civil Code, the Customer declares to have read and expressly accepted the following clauses:
1. Orders and Confirmations
2. Sale of Used Machinery
3. Machine Conditions and Liability
6. Warranty
7. Testing
8. Training
10. Delivery and Transport
11. Prices and Payments
12. Retention of Title (Italian Law – Articles 1523 et seq. of the Civil Code)
13. Claims and Returns
14. Termination of Contract
19. Jurisdiction and Applicable Law
20. Acceptance of Terms