GENERAL CONTRACT TERMS AND CONDITIONS OF W.P.R. S.R.L.
- CONTRACT: These contract terms and conditions apply to the sales contract between W.P.R. srl (henceforth “WPR”) and your company (henceforth “Client”), which is formed of the quotation, order and order confirmation with the special terms, subject to the products listed in the order confirmation (henceforth “Products”). The general terms and conditions shall be considered the exclusive terms governing the supply, unless otherwise indicated in the order confirmation.
- SUPPLY ELEMENTS: The supply includes all the elements and Products parts described in the previous order confirmation. The following are excluded from this supply: all the masonry and mounting work, including the electrical and air connections, the materials needed for the start-up of the machine and everything that is not mentioned in the description of the supply. The object of the supply governed by these contract terms and by the contract between WPR and the Client is only one system compatible with performing special procedures and must not be intended as a productive “turnkey” cycle supply. We clarify that W.P.R. will set up the system on the basis of the Client's requirements and/or technical specifications as supplied: the system will then be inserted within a productive process, which is defined and technologically developed by the Client. The analysis and the productive process validation, the definition of various productive parameters, of the criteria and the production specifications, through the choice of materials, the qualifications of personnel, the use of defined methods and procedures, which are the technical asset and the specific know-how of the Client, are of the Client's total competence. Such admissions must be compatible with the requirements of the UNI EN ISO 9001:2008 standard.
- DELIVERY OF THE MACHINE – DELIVERY TERMS: Every trade term (Ex Works, FOB, CIF, and others) mentioned in the order confirmation complies with the INCOTERMS of the International Chamber of Commerce, with reference to the text effective at the time of the contract conclusion, except for any derogations differently agreed upon by the parties in the order confirmation. Transport to destination, at the place indicated by the Client, and transport insurance, covering the worth of the machine supplied, are the responsibility of the Client, unless differently stated in the order confirmation. Unless stated otherwise in the order confirmation product delivery is subject to the Client meeting the following obligations:
a) Payment of the amount due by the Client as a down payment;
b) Opening of documentary credit by the Client, if agreed by the parties, with respect to the terms provided in the order confirmation.
c) In case of modifications to the supply which were agreed upon by the parties following the date of the contract completion, in compliance with the following art. 4, or when delay is caused by an event of force majeure, W.P.R. may extend the delivery terms established in the order confirmation, through a simple notice via fax or e-mail.
- SUPPLY MODIFICATIONS – ADDITIONS AND CHANGES FOLLOWING ACCEPTANCE OF ORDER CONFIRMATION: If the Client requires modifications and/or additions to the terms stated in the order confirmation, W.P.R. will hold the right to accept or deny such variations, which will have to be agreed upon. For each modification or variation accepted by W.P.R., the company will inform the Client about the new delivery terms and additional costs arising from the execution of the requested modifications. Accordingly, also the delivery terms of the machine, including the installation carried out by W.P.R., will be modified. Price differences, new payment methods, new delivery terms by contract, if any, new features and new warranties, if any, shall be agreed upon by the parties through written document prior to execution of the additions and/or variants.
- MACHINE INSTALLATION: W.P.R. will carry out, in compliance with the contract specifications, at its full expense and under its full responsibility, the installation and assembly and the initial start-up of the ordered Products, in compliance with the order specifications, except for the provisions of the following point 6). The machinery will be installed within 2 months at most from the date of delivery. Should it be impossible to respect this installation term due to reasons beyond the control of W.P.R., the warranty term will begin from the last day of said term. The Client shall submit all technical specifications, so that W.P.R. can perform the machine assembly in the location agreed with the Client, therefore giving detailed instructions for the connection of the electrical, pneumatic and fumes extraction systems. The Client shall also verify that collocation lay-out drawings of the machinery are correct and exact, and that all civil projects needed for installing the machine, if any, comply with the relative projects. Should installation and assembly operations be interrupted for wrong, missing or inaccurate supply of the specifications required by the Client, or for causes not attributed to the seller, W.P.R. will hold the right to request an extension of the contractual terms for the time lost. For the assembly work and tests on site, the Client shall arrange, free of charge, all contents particularly listed in each order confirmation.
- MACHINE START-UP: The initial start-up at the Client’s location is not part of the cost of the supply, unless stated differently in the order confirmation. The initial start-up includes: - Support during connection of the service networks; - Adjusting of the machinery to ensure optimal functioning: - Demonstration of all main functions; - Support for a correct use of the machinery by the operator. The Client is responsible for preparing and connecting the service networks to the machinery; in particular: - Electrical power; - Pneumatic network; - Suction systems. The Client also guarantees the technical support of an operator during the whole installation phase.
- PAYMENT TERMS AND CONDITIONS - DELAYS: All prices for the supply and payment conditions are settled in the order confirmation. All prices are VAT excluded. In case of payment delay with respect to the established deadlines, an interest rate will be applied equal to the rate given in Legislative Decree n. 231/2002 as amended. In the case of any delay in payments, W.P.R. will hold the right to interrupt any kind of intervention or support on the machine supplied, and the Client’s right to claim any damages caused for missing or delayed production shall be unenforceable. If the Client chooses to pay the balance through leasing, the relative contract shall be sent to W.P.R. for approval and signing within 30 days from the date established in the order confirmation. If this imperative date is not complied with, any obligations regarding the sale of the machinery as listed in the order confirmation will be the exclusive responsibility of the Client, including that of full payment of the balance due, and with the deposit being withheld as advance against the price. W.P.R. will hold the right to terminate the contract through simple notice via fax and to withhold the down payment.
- PROPERTY TRANSFER AND RETENTION: The ownership of the Products is transferred at the time of delivery to the Client. In case of delayed payments, the delivered Products remain the property of W.P.R. until the price is paid in full. W.P.R. is authorized to carry on, at the Client’s expense, any necessary procedure in order to exclude property retention from any third party.
- TEST: The testing will be the audit of compliance of the Products with the order confirmation and any other agreed changes, and its functioning according to the standards if indicated in the order confirmation. In particular technical tests will be carried out, to check that the performances and the technical characteristics stated in the descriptions of each system section are present (i.e. translation speed, temperatures reached, glue spread grammage, functioning of security devices, etc.). The test will be performed according to the methods which are usually adopted by W.P.R., unless differently agreed upon in written form by the parties. The test will take place at the warehouse of W.P.R., unless differently agreed upon. The Client will be notified of the test date in advance, so that the Client's staff will be able to attend. The test shall be considered successful if:
a) The Client attends the test; in case no claim submitted by written means, in the inspection report of the Products’ inherent defects, during or immediately after the test conclusion; or
b) The Client declares that he/she does not wish to attend the test, or anyhow he/she does not attend; the inspection report drawn up by W.P.R. lists no inherent defects of the machine.
Delivery terms are considered extended of the time period needed to make all changes deemed necessary by the test.
The Client loses any right of warranty action and exception with regards to inherent defects and flaws of the Products that, through diligence, could have been detected during testing or with the machine start-up, unless they are particularly claimed in written form in the inspection report or through other notice within 15 days from testing or start-up. Once the test has been successfully completed, or after the aforesaid term without the Client requesting the test, the supply is considered as accepted by the Client.
- WARRANTY: The warranty for faults, defects, non-conformity, lack of quality and/or correct functioning is valid for twelve (12) months from the date of installation/acceptance of the Products in the Client’s premises, as defined in art. 5, and remains valid for this term as long as the Client has satisfied all the payment obligations. In the period in which the warranty is in force W.P.R. will repair free of charge at its own production site, the defective parts of the system. The Client is obliged to return the defective components to W.P.R., who, after the substitution, will keep them indefinitely. All wear and tear parts, consumable parts as gaskets, air heater leisters, IR lamps, thermal-regulated hoses, filters, ELV/WLV maintenance kits, pressing wheels and rollers and those which have been damaged because of improper use of the system by the Client are not included in the warranty. Repairs and/or replacements carried out during the warranty period do not prolong the duration of the guarantee of the whole system, so the new warranty period will only be for the replaced part. Any expense borne by W.P.R. for travel, food and accommodation for technicians of the selling company or of the company supplying electronic equipment installed on the system, are to be paid by the Client. Equally W.P.R. is not liable for compliance defects of the machines and for the defects caused by noncompliance with the instruction manual, by misuse or ill treatment of the machine or because of modifications and repairs carried out by the Client, without previous written approval by W.P.R.. The Client, under penalty of cancellation, will have to report to W.P.R. the compliance defect or the defect of the machine explaining in detail its nature, within 15 days from the delivery date and, if hidden faults are concerned that were not discovered upon delivery, from the date of discovering the defect or from the day in which the defect should have been found by carrying out a simple test on the machine. The guarantee lapses, if the Client does not allow W.P.R. to carry out the necessary checks or in the case in which W.P.R. asked for the defective piece to be returned at its own expenses, but does not return such piece within the requested time. In order to maintain the validity of the guarantee, the Client has to request W.P.R., annually, to send the technicians for the controls and the technical servicing of the system. The Client is charged with the relevant expenses for the annual controls and will be invoiced according to W.P.R. price lists. The Client waivers any requests of indemnification of damages deriving from the malfunctioning of the system.
- REPAIRS AND REPLACEMENTS: Following a proper declaration made by the Client in compliance with art. 10 and after verifying the existence of such defect, W.P.R. can:
a) supply to the Client all parts necessary to replace the faulty ones, free of charge; or
b) execute the repair or have it executed by third parties, at its expense.
Any supply of replacement parts shall take place Ex Works.
- UNFORESEEN CIRCUMSTANCES AND FORCE MAJEURE: W.P.R. will not be responsible for failing to satisfy any contractual obligation or delays caused by or derived from earthquake, fire, flood, pandemic, invasion, uprising, revolt, civil or military orders, states of alarm, mobilisation, blockades, war (including in countries indirectly involved with the supply), strike, trade union actions, sit-ins, lock-outs, embargoes, interruption in any form of transport, and any other circumstance that is beyond the control of W.P.R., even if not expressly listed herein. The delivery term will be suspended for the duration of any of the above causes for delay in fulfilling the contract.
W.P.R. has the right to terminate the contract with the Client in the event the force majeure/unforeseen event lasts for more than 30 days.
- APPLICABLE LAW AND DISPUTES RESOLUTION: The interpretation, validity and execution of these Terms and Conditions, the Special Terms in the Order Confirmation and the entire contract agreement between W.P.R. and the Client are ruled exclusively by Italian law. Any disputes deriving from or in connection with the contract shall be handled exclusively by the Court House of Treviso.