ISVAL S.p.A. (“ISVAL”), manufactures, directly or through contractors, brass, bronze and copper hot-forged and/or machined products (the "Products"), whose features (size, surface finishing, mechanical features and tolerances) are stated in ISVAL’s production specifications, as the same may change from time to time and without notice. In case of subcontracting, the weight of the material to be processed sent by the Buyer, will be that actually recorded when goods are received at ISVAL.
Article 1 - Subject and field of application of the conditions herein
The general terms and conditions herein shall govern all the present and future relationships between ISVAL and both Italian and foreign Buyers, unless special modifications are agreed upon in writing. Any reference to whatever commercial terms (ex works, FOB, CIF, etc.) shall be meant in accordance with the International Chamber of Commerce (CCI) Incoterms 2020.
Art. 2 – Stipulation of the agreement
The acceptance by the Buyer of any offer or order acknowledgments issued by ISVAL implies agreement to, and application of, these general terms and conditions of sale. This is also true whenever acceptance is made by the simple execution of a contract. Offers issued by ISVAL shall be deemed to be valid or irrevocable only if declared in writing by ISVAL itself and if it specifies the validity term of the clause.
Art. 3 – Prices – Payments
The Product prices and manufacturing costs shall be those valid at the order date expressed in the contract currency. Payments are to be made within the payment terms, without delay, and by the means agreed upon stated in the invoices. Interest accrues after invoice expiration at a yearly rate equal to the reference rate fixed by European Central Bank and increased by 5 percentage points. Moreover, ISVAL shall be entitled to cease and/or cancel any other order or supply in progress as long as the pending debts are open and unresolved. In the case of cash payment or cash remittance being delayed, ISVAL reserves the right to draw a draft at sight on the buyer including the above-mentioned interest for delayed payment and the expenses already borne.
Art. 4 – Delivery
Unless otherwise agreed upon, all Products are sold EX-WORKS and transport is at the Buyer’s expenses and risk. This also applies to deliveries arranged by ISVAL. Quantities stated in the order acknowledgment issued by ISVAL, unless otherwise agreed, are deemed to be accepted by the buyer within a tolerance of +10% -5%.
The Buyer shall always be obliged to accept the Products even in the case of partial delivery and also when the Products are delivered before or after due dates. In the case of a subcontract processing, the lead time starts from the receipt of the raw material at ISVAL’s. If the Buyer does not collect the Products for reasons beyond ISVAL’s control or for reasons of force majeure, the Buyer shall bear all related expenses and all sums due to ISVAL for any reason whatsoever and will be payable at once. Moreover, ISVAL shall also be entitled to:
store the Products at the buyer’s risk and expense;
dispatch the Products to the buyer premises in the name, on behalf and at purchaser’s expense;
Any damage and other remedies provided for by the law to safeguard the buyer’s interest are excepted.
The agreed delivery terms are not binding and any delay shall not result in the cancellation of the order by the buyer, nor price reductions, nor a compensation for damages or other indemnities.
Art. 5 – Claims
Any claim as to the Product difference in weight, number, or any defect found out shall be made in writing in the shortest time possible and no later than 15 days after receipt of the Products, under penalty of loss. In the case of hidden defects, the complaint shall be filed within as short a time as possible from its discovery and, in any case, not later than 3 months after the delivery date, under penalty of loss.
Art. 6 Remedies
Following the complaint filed by the Buyer, and within a reasonable term fixed as to the claim extent, ISVAL can (at its discretion):
a) supply the Buyer (free of charge and ex-works) with the same type and quantity of Products as the faulty or non-conforming products; ISVAL shall then have the right to require the faulty Products to be sent back. These Products become ISVAL’s property;
b) credit the Buyer with an amount corresponding to the cost of the faulty Products;
c) state the cancellation of the contract in writing ensuring the price will be reimbursed against return of the supplied Products.
ISVAL obligations are limited to the supply of Products complying with ISVAL specifications and directions contained in the contract. ISVAL visual inspect the Products, unless special inspections and testing have been previously agreed upon, in which case they are to be carried out at the buyer’s expense at ISVAL’s facility.
ISVAL is not responsible for defects deriving, even not directly, from buyer’s directions and instructions; therefore, ISVAL is not liable for the Product design and compliance with the use it is meant for, i.e. the industrial performance required by the buyer.
ISVAL AND BUYER HEREBY AGREE THAT ISVAL SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES AND THAT THE EXPRESS WARRANTIES CONTAINED HEREIN CONSTITUTE BUYER’S ONLY REMEDY IN RESPECT OF THE PRODUCTS.
BUYER ADDITIONALLY HEREBY IRREVOCABLY WAIVES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT ALLOWED BY LAW.
ISVAL does not guarantee any particular use of the Products if not agreed in writing by the parties.
Except in cases of fraud or gross negligence by ISVAL, any compensation for damages to the Buyer shall not be higher than the invoice price of the objected Products. The guarantee herein mentioned includes and replaces any legal guarantee for defects and conformity and excludes all other ISVAL responsibilities on the finished Products. In particular, the Buyer shall not apply for any claim for damages, price reduction or contract termination. At the guarantee expiration, no rights shall be claimed to ISVAL. In no cases, shall ISVAL be deemed to be liable for immediate or consequential damages, production losses or non-profits.
Art. 7 – Contracts stipulated by agents
Any contract drawn up by agents and representatives is not binding for ISVAL, unless formally accepted by the company itself.
Art. 8 – Retention of title
If payment is to be made – in part or entirely – after delivery, the shipped or delivered Products shall remain ISVAL’s property until their price has been fully paid. The Buyer agrees to do everything necessary to set up a valid reservation of title or security interest in the Products or their proceeds, including the filing and recording of one or more UCC-1 Financing Statements.
Art. 9 - Jurisdiction – Governing Law
These General Terms and Conditions of Sale are to be governed by the laws of the State of Indiana, United States of America, without regard to conflicts of laws principles. Jurisdiction over any disputes arising out of or in connection with these General Terms and Conditions of Sale shall lie exclusively in the state or federal courts of Indiana, United States of America. The prevailing party in any litigation shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.
Art. 10 – Integration
Any modification or addition to these General Terms and Conditions of Sale shall be valid only if made in writing, signed by both parties. Any exception or waiver whatsoever to one or more terms in these General Terms and Conditions of Sale shall not apply to any other terms.