General Conditions of Sale
Object of application.
The present contractual conditions govern all sales relationships between Mackma Srl and the Customer. Any exceptions to these conditions must be agreed from time to time or through specific contracts and must be signed between the parties.
Formation of the contract
These General Conditions of Sale shall be effective as of the date the customer signs them and shall apply to any Order Confirmation already in progress on that date and to all subsequent ones entered into.
The Customer’s acceptance of the offer or of the Order Confirmation implies the application of all the conditions contained in this document, even when the acceptance occurs by simple execution of the contract. After the term indicated on the Order Confirmation without receiving changes, variations or cancellations, the same will be considered accepted. The only valid conditions of sale are those contained in this document and cancel and completely replace any conditions of purchase indicated in the customer’s order.
Offers
Offers sent to customers (however they are transmitted) are valid for the period specified therein. In the absence of a specific expiration date, the offer lapses after 10 days from the date of issue.
The transmission of the Offer does not imply any commitment on the part of Mackma Srl to proceed with the execution of the contract. It is up to the Customer to verify through the catalogs and other available documents the correspondence of the products offered with the products requested. The acceptance of the offer by the customer involves the application of all the conditions contained in this document.
Mackma Srl reserves the right to accept the Offer Request only if the Customer’s request contains all the information useful and necessary to the correct issuance of the Offer. Mackma Srl will formulate the offer only after receiving the useful and necessary information from the customer. Any changes in the requested specifications, communicated during the offer processing, will be considered from time to time by Mackma Srl which reserves the right to cancel the previous offer and consider the last one as an official request.
Orders
Orders received from Customers (in any way they are transmitted) are considered accepted by Mackma Srl only if confirmed in writing through the document “Order Confirmation”. Mackma srl reserves the right to suspend and/or modify the terms of the order if the following conditions occur:
-Variation of the required specifications;
-Inability to obtain materials (for manufacturing and testing tools) in the necessary time. Any changes to the order by the customer communicated after the issuance of the Order Confirmation will be considered from time to time by Mackma Srl which reserves the right to accept them in whole and / or in part. The cancellation of the order by the customer after the issuance of the Order Confirmation involves a charge for the management of the order itself and for any processing in the meantime started. The amount of the charge may vary from a minimum of 30% to a maximum of 75% of the value of the goods ordered (standard goods). This charge will be communicated to the customer from time to time. The amount of the charge may vary up to a maximum of 100% for special goods (made to specific dimensional and qualitative requirements of the customer).
Product characteristics.
The characteristics of the products and the relative tolerances are indicated in the technical catalogs, in the specifications, in the drawings, in the offer and in the order confirmation.
The terms of guarantee in force are the following:
-Months 24 (twenty-four) from the date of issue of the DDT by Mackma srl, and in any case not later than 35000 curves
24 (twenty-four) months from the date of issue of the delivery note by Mackma Srl for components already replaced under warranty.
You have a term of 10 working days to report the existence of a lack of conformity of the supply from the date of DDT by Mackma Srl or the Dealer.
Product Conformity.
Under the terms of this article, Mackma Ltd. guarantees the conformity of products. With the term (product conformity) means that they correspond in quantity, quality and type to what was established in the contract, that they are produced in accordance with the specifications of Mackma Srl, as well as the standards in force, and that they are free from defects that could make them unsuitable for their intended use. Following a request made by the customer and according to a written agreement between the parties, Mackma Srl may make changes to the construction of the products in order to meet the needs of the customer. Mackma Srl does not guarantee any use other than that for which the product was made, if this is not expressly agreed between the parties in writing.
Limitation of Liability
Mackma’s liability is limited to the products it supplies. Any compensation claimed by the customer for non-performance of Mackma Srl can not be higher than the price of the single disputed product on the invoice and not the amount of the total supply. Under no circumstances Mackma srl shall be liable for indirect or consequential damages, loss of production or lost profits of the customer or third parties. The warranty referred to in this article is absorbing and replacing the legal warranties for defects and conformity and excludes any other liability of Mackma Srl however originated by the products supplied. In particular, the customer may not make other claims for damages, price reductions or termination of the contract. After the warranty period, no claim may be made against Mackma Srl.
Warranty coverage, exclusions.
The warranty covers the finished product and all parts that compose it that will be recognized as defective and/or non-conforming by Mackma Srl.
The warranty does not cover
-Components subject to wear and tear (bearings, brushes, air filters, bending tools, etc).
-Electrical and mechanical modifications required by the customer for exclusive use, outside of Mackma Srl production standards;
-Damage caused by improper use or tampering of the product by the customer;
-Damage caused by poor maintenance;
Under no circumstances shall the Customer or the user of the product claim compensation or indemnity for the following:
-Damage to other material connected or related to the supplied product, legal expenses or of ascertaining defects and/or faults in the material;
-Expenses arising from repairs and / or interventions by the customer or third parties without the written permission of Mackma Ltd.
-Transport costs, travel, import duties, storage and packaging, product analysis, assembly and disassembly of the product supplied.
-Missing production and / or earnings (unless previously agreed and clearly stated in the order confirmation with clear terms of daily reimbursement and maximum refundable);
-Loss of image
-For losses, damages, non-payment, total and/or partial of the work performed with the product supplied by Mackma Srl.
Complaint and application of warranty terms.
The customer must provide all information necessary for the identification of the defect in reference to the supply made.
The applicability of the warranty terms shall be decided solely and exclusively by Mackma Srl by one or all of the following methods:
-Analysis and testing at its premises of the product deemed defective;
-Consultation of written reports, documentation and photos provided by the customer or by the repairer appointed by Mackma Srl (technician or service center);
On-site inspection carried out by Mackma Srl’s personnel or by a representative.
Replacement, repair, scrapping of the product.
During the warranty period Mackma Srl undertakes the complete replacement of the product supplied or its repair. Mackma Srl will determine from time to time, according to its on-site service organization and / or the actual availability of material, whether to completely replace the product supplied with a new one with the same characteristics or to repair it.
Any repair may be carried out at Mackma Srl’s premises or at workshops or service centers appointed by it for the specific repair. In any case, the goods in dispute must be received by Mackma Srl in free port and will be returned to the customer freight collect. In no case are recognized the costs arising from transport of goods in dispute. Any repairs carried out by the Customer or by a company commissioned by him must be previously agreed and authorized in writing by Mackma Srl, under penalty of forfeiture of warranty terms.
Lapse of Warranty Terms
The warranty expires immediately when
-Machining, modifications, tampering are carried out on the supplied product without the control or authorization of Mackma Srl;
-All use and maintenance instructions provided by Mackma Srl are not completely respected;
-The supplied product is used for purposes other than and/or not foreseen by the technical documentation provided;
-The supplied product is used improperly or for performances and/or installation methods different from those indicated in the technical manuals;
The product supplied is used improperly or for performances and/or installation methods other than those indicated in the technical manuals; -The break-in and maintenance operations foreseen in the use and maintenance manual are not carried out;
The warranty does not include and cannot be considered extended to any direct or indirect damage that may be caused to the purchaser, nor will it entitle the purchaser, in any case, to termination of the contract or compensation for failure to use the machine during the period of time necessary for repairs or replacement of defective parts. It is agreed that the purchaser shall not have the right to suspend or modify payments in any way, even in the event of a dispute arising between the parties for any reason whatsoever, and that he must therefore always comply with payments at the agreed due dates and in the agreed manner, under penalty of forfeiting the right to warranty. The purchaser who suspends or delays payments will be considered in default for all purposes.
Unfounded claim
If the claim is unfounded, the customer shall reimburse Mackma for all expenses incurred in the investigation.
Delivery terms.
Is excluded any liability of Mackma Srl for damages resulting from late or non-delivery or compensation for late or non-delivery. If not expressly stated in the order confirmation, the customer may not in any case request compensation. Any changes and/or variations made to the order by the Customer will result in a postponement of the delivery date which will be communicated by Mackma Srl by updating the delivery date indicated on the order confirmation.
Impediments independent of the will of the parties.
The delivery date will be extended by a period equal to the duration of the impediment, upon the occurrence of causes not dependent on the will of Mackma Srl and the Customer, such as:
-Strikes of any nature;
-Fires, floods;
-Lack of motive power;
-Unavailability of raw materials;
-Difficulty in finding means of transport;
-Failures of Mackma Srl production plants;
-Earthquakes and natural disasters;
Other impediments independent of the will of the parties occurred after the acceptance of the contract, which make delivery temporarily impossible or excessively onerous.
Delivery of Goods and Packaging
Each quotation, unless otherwise specified on the Offer or order confirmation, is considered valid for goods delivered ex Mackma Srl. The cost of packaging shall be charged separately at the time of invoicing and represents solely a participation in the expenses incurred by Mackma Srl.
The products supplied by Mackma Srl, are considered accepted and suitable for the use for which they were purchased by the buyer, unless written notice to the contrary within 10 (ten) days of receipt of the same.
Shipments
Delivery is always intended ex works. Any exceptions must be agreed in advance in writing. Possible damage or breakage of the product or packaging found at the time of receipt of goods and attributable to transport, must be documented and immediately communicated and challenged in writing to the carrier.
The Mackma Srl is not responsible for damage or breakdown suffered during transport not contested at the time of unloading to the carrier.
Prices and payments.
The price of standard execution products is the one in force at the date of order acceptance and is intended in the currency specified in the order confirmation. For special executions the prices will be established from time to time. The final invoice price is exclusively the one indicated on the document “Order Confirmation”, issued by Mackma Srl, canceling and replacing any other document issued previously. In case of withdrawal by the customer, the amount paid as a deposit will constitute a penalty for consequential damages caused to Mackma.
The payment must be made, unless otherwise agreed in writing, at the headquarters of Mackma Srl or at the bank indicated by it. Any payments made to agents, representatives or auxiliaries shall be authorized in advance by Mackma Srl and shall be considered accepted only after regular crediting of Mackma Srl’s current account.
Payment delays – Disputed amounts
Any delay or irregularity in payments determines, by Mackma Srl, the right to suspend any supply and / or terminate any contract in progress with the buyer, as well as the right to
– Compensation for any damages;
-From the due date of the payment and without the need of a formal notice, to default interest at the discount rate in force in Italy increased by five points.
The Customer will not be able to claim any default of Mackma Srl if it is not in order with the payments. The Customer is obliged to pay in full even in case of dispute. However, with regard to any sums in dispute, it has the right to deposit them with a bank until the dispute is resolved, binding the bank to transmit such sums to Mackma Srl in the event of a resolution in its favor. Offsetting with possible credits, however arising, towards Mackma Srl is not allowed.
Retention of title
In case the payment must be made in whole or in part after delivery, the delivered products remain property of Mackma Srl until full payment of the agreed consideration.
The Customer agrees to cooperate with Mackma Srl to prepare the necessary measures in his country for the protection of Mackma Srl’s property rights, which in turn undertakes to provide what is necessary for the defense of the same.
Excessive onerousness.
If, for any reason, not originally foreseeable, an increase in production costs of at least 20% occurs, Mackma Srl reserves the right to request a revision of the previously agreed sales price. It is the customer’s right to accept this revision or refuse, in which case the contract will be considered terminated.
The dealer may not sell products in the territory that are in direct competition with the manufacturer’s products.
Confidentiality
All models and drawings of the Products are and remain exclusively the property of the Manufacturer and therefore it is absolutely forbidden for the Retailer to reproduce them directly or indirectly.
The Reseller is bound to professional secrecy, for five (5) years, with regard to all information concerning the Products and the Manufacturer brought to its knowledge during the term of this agreement.
Interpretation.
The interpretation of these general conditions shall be based on the Italian language text for national contracts and on the English language text for international contracts. Any attachments or preliminaries shall be considered an integral part of the contracts to which they refer. Any reference to Mackma Srl’s or any third party’s price lists, general conditions or other material shall be construed as referring to the same in effect at the time of such reference, unless otherwise specified; any corresponding communication or condition in effect between the parties shall be deemed null and void.
Jurisdiction.
For any dispute relating to or in any way connected with the contracts to which these general conditions apply is exclusively competent the Court of Cassino. Mackma Srl will have the right to act at the Court of the Customer.
