General Conditions of Sale
These General Conditions of Sale govern the contractual relationships between Modercromo Srl and its professional customers.
Company Details
Modercromo S.r.l.
Via Mac Mahon 33, 20155 Milano (MI) – Registered Office
Via Genova 3, 20060 Bussero (MI) – Production Site
P.IVA / C.F.: IT01507290151
Email: info@modercromo.it
Scope of application
These General Conditions of Sale (“GCS”) apply to all supplies of products and services made by Modercromo Srl, except in specific written agreements.
- 1. Subject matter and scope
- 2. Orders, confirmations and amendments
- 3. Prices and payment terms
- 4. Delivery, transport and storage
- 5. Packaging
- 6. Checks, complaints and returns
- 7. Warranty and limitations of liability
- 8. Force majeure
- 9. Termination and cancellation
- 10. Visits, audits and subcontracting
- 11. Code of Ethics and Compliance
- 12. Processing of personal data
- 13. Applicable law and competent court
1.1
These General Conditions govern all sales of products and services made by Modercromo Srl (“Seller”) towards professional customers (“Buyer”).
1.2
Any general conditions of the Buyer will not apply unless expressly accepted in writing by the Seller. These Conditions take precedence over any differing conditions indicated in orders or documents of the Buyer.
1.3
The Conditions also apply to sales made by telematics, email or other electronic means.
2.1
Any order from the Buyer must be made in writing and becomes binding only upon confirmation of order from the Seller
2.2
The order must specify: product type, quantity, price, delivery conditions, payment method and any other technical specifications required.
2.3
Any modification or cancellation of the confirmed order is only possible with the prior written consent of the Seller. Cancellation costs proportional to production progress and material commitment may be applied.
2.4
Per prodotti su comunicazione o acquisto appositamente (make-to-order, purchase-to-order), non è ammessa cancellazione oltre 30 giorni dalla data di conferma ordine
2.5
Forward-looking orders (forecasts) are acceptable only after joint planning. In the event of cessation (phase-out), the Buyer undertakes to withdraw the entire envisaged quantity in addition to any shared security stocks.
3.1
Prices are indicated in the order confirmation. Unless otherwise agreed in writing, prices are Ex Works Bussero (MI), excluding VAT.
3.3
Payments must be as agreed; any delays will give rise to late payment interest pursuant to Legislative Decree 231/2002 and may cause supplies to be suspended.
3.4
The Buyer may not suspend or offset payments without written permission from the Seller.
3.4
The Buyer may not suspend or offset payments without written permission from the Seller.
4.1
I termini di consegna decorrono dalla conferma d’ordine e dall’avvenuto pagamento, ove previsto. I termini indicati sono sempre indicativi, salvo patto contrario.
4.2
Unless otherwise agreed in writing, delivery takes place Ex Works Bussero (Incoterms 2020). The costs of transport, insurance, customs and handling are borne by the Buyer.
4.3
The risk passes to the Buyer upon delivery to the carrier. In the event of non-collection on the agreed date, the Seller may store the products at the expense and risk of the Buyer.
4.4
Products should be stored in a dry, covered place, avoiding direct exposure to sun or frost. Bundles should be handled with cranes and fabric bands; avoid contact with unprotected metal floors or supports.
5.1
The packaging will comply with the Seller’s standards or according to the agreed technical specifications.
5.2
Damaged packaging should be reported immediately to the carrier and noted on the bubble. Failing that, delivery shall be deemed to have been accepted without reservation.
6.1
The Buyer is required to verify the conformity of the products with delivery. Any claim for visible defects, quantitative differences or damage must be communicated within 5 working days of receipt.
6.2
Occult vices must be reported within 8 days of discovery and in any case no later than 12 months after delivery.
6.3
In the event of an established defect, the Seller may at its discretion repair, replace the product or issue a credit note. The contested goods must be made available for inspection and may not be used or scrapped without written permission.
6.4
Returns are accepted only with written permission. Unless otherwise agreed, return transport is at the expense and risk of the Buyer.
7.1
The guarantee covers the conformity of the product with the technical specifications provided and the stated quality requirements.
7.2
Defects due to: improper use, inadequate storage, subsequent processing by the Buyer or third parties, natural wear and tear, force majeure are excluded from the warranty.
7.3
Under no circumstances will the Seller be liable for indirect damages, loss of profit, production losses or damage from plant downtime.
7.4
The overall liability of the Seller shall not exceed the amount actually paid by the Buyer for the defective products.
8.1
The Seller shall not be liable for non-performance or delay caused by events beyond its reasonable control, including but not limited to: strikes, natural disasters, fires, wars, epidemics, lack of raw materials, logistical disruptions.
8.2
In the event of force majeure prolonged beyond 90 days, either Party may terminate the contract by written notice.
8.2
In the event of force majeure prolonged beyond 90 days, either Party may terminate the contract by written notice.
9.1
The Seller shall be entitled to terminate the contract immediately in the event of:
– serious breach of the Buyer;
– protests, bankruptcy proceedings or loss of solvency of the Buyer;
– unjustified refusal to collect goods;
– violation of essential contractual obligations.
9.2
In the event of cancellation by the Buyer, the Buyer will be required to reimburse the Seller for all costs incurred up to that point, including materials, workmanship, lost opportunities and penalties to third parties.
10.1
The Buyer may visit the Seller’s production site only with written authorization, to be requested with at least 15 days’ notice.
10.2
The Seller has the power to entrust to third parties, under its own responsibility, the total or partial execution of the supply (subcontracting).
11.1
The Buyer declares that it is aware of and accepts the principles of the Code of Ethics and Model 231 adopted by the Seller, if available.
11.2
The Parties undertake to comply with all applicable laws, including those relating to the environment, occupational safety, human rights and anti-corruption.
12.1
The Parties mutually acknowledge that the data will be processed in compliance with Regulation (EU) 2016/679 (GDPR) and Legislative Decree. 196/2003.
12.2
The Buyer states that it has read the privacy policy available on the Seller’s website.
13.1
These Conditions are governed by Italian law.
13.2
For any dispute, the Milan Forum has exclusive jurisdiction.