1. SUBJECT AND SCOPE OF APPLICATION

These standard conditions shall govern all current and future contractual and pre-contractual interactions between the parties related to the supply of FORVIB branded components by Siltronic S.r.l. via Don B. Grazioli 57, 20161 Milan, ITALY, hereinafter referred to as the “Vendor,” and the customers, hereinafter referred to as the “Buyer”.
The supply [sale] is contingent solely upon the written order confirmation by the Vendor and is subject to the general terms of sale. Any deviations from the general terms of sale, if agreed upon by the parties, will be considered valid only if confirmed in writing by the Vendor.

2.1 DEFINITION OF THE CONTRACT

This supply agreement is formalized following receipt of the relevant written confirmation of acceptance of the order by the Vendor. However, in the event that the conditions specified in the Buyer’s order differ from those reported in the Vendor’s written confirmation, the latter are considered as new proposals and the contract shall be deemed completed as soon as the Buyer begins to execute it or accepts the products supplied without formulating express written reservations.

3.1 TECHNICAL DATA, DRAWINGS AND DOCUMENTS PERTAINING TO THE SUPPLIES 

The data and illustrations presented in the Vendor’s catalogs, brochures or other illustrative documents shall be considered purely indicative in nature. This data shall not constitute a binding commitment unless explicitly stated as such in the Vendor’s order confirmation. The Vendor reserves the right to make any modification to his own products as he deems appropriate, with prior notification to the Buyer if such modifications have an impact on the installation. If the Buyer wishes to make modifications to the products, for them to become binding, both parties must reach a written agreement regarding any potential adjustments to previously agreed prices and delivery schedules. The Buyer shall explicitly agree not to use the drawings, technical information, and findings related to the supply for purposes other than those outlined in the supply contract. These materials remain the property of the Vendor and the Buyer cannot disclose to third parties nor reproduce them without written permission of the Vendor. Should there be any particular normative law to respect in the country of final destination of the goods to be supplied, the Buyer is bound to inform the Vendor before the stipulation of the contract.

4.1 ORDERS

Orders received by the Vendor will be considered accepted only upon written confirmation by the Vendor.

5.1 PRICES

Unless otherwise agreed, the conditions reported in the order confirmation will be applied.

6.1 DELIVERIES

The delivery terms reported in the order confirmation represent an indication and do not constitute a binding obligation for the Vendor. The Vendor is not required to provide any form of compensation, whether direct or indirect, for losses incurred due to delivery delays or interruptions, or the partial or complete cancellation of the supply. Once the materials are delivered to the Buyer or the carrier, the Vendor is released from the obligation to deliver, and all risks relating to the materials pass to the Buyer, even if the Vendor has been entrusted with the shipment.
In the event that the Buyer is not up to date with payments relating to other supplies, the effective date of the terms is suspended and the Vendor may delay deliveries until the Buyer satisfies the payments due.
If the Buyer does not take delivery of the products for reasons attributable to him or for reasons beyond the control of the Vendor, the Buyer is responsible for the risks and expenses relating to the storage of the products.

7.1 SHIPMENTS

The goods, even in the case of special agreements, are dispatched “Ex works” to the destination address and the responsibility for transport is always borne by the Buyer.

8.1 PAYMENTS

Unless otherwise agreed, payments shall be made by the Buyer within the terms indicated in the written confirmation of acceptance of the order, at the Vendor’s domicile or with the Bank designated by the latter.
In the event of delay, the Buyer shall be bound to pay default interest.
Any disputes which may arise between the parties shall not release the Buyer from the obligation to comply with the payment terms and conditions. Payments remain due within the agreed terms even in the event of delays in the delivery of the goods, breakdowns or in the event of total or partial losses occurring during transportation, as well as in the event that the goods made available to the Buyer are not collected by the Buyer.

9.1 WARRANTY

Unless otherwise agreed, the Vendor gives a 12 (twelve) months warranty on materials, starting from the date of collection of the goods at its warehouse. This warranty is valid only for manufacturing defects, and exclusively with respect to the original Buyer. Products damaged due to transport, incompetence, improper storage, incorrect application or bad installation, inability to use, negligence or tampering by the Buyer are not covered by the warranty. Any maintenance, repair or replacement of the products will be carried out exclusively at the Siltronic S.r.l. headquarters. via Don B. Grazioli 57, 20161 Milan.

10.1 CLAIMS AND COMPLAINTS

Any complaints concerning the quantity, type or type of goods delivered must be notified to the Vendor within 8 (eight) days from the date of receipt of the goods by the Buyer. After this deadline the goods are considered tacitly accepted.
Any attempt to return the goods to the Vendor without prior agreement will be rejected.
Any complaints relating to the quality of the goods must be communicated to the Vendor within 8 (eight) days of discovery of the disputed defects. If such defects are recognized by the Vendor and the goods are still covered by the warranty, the Vendor undertakes exclusively to replace the product which will be returned ex works. The Vendor will not bear liability for any direct and/or indirect damage resulting from the use of the products supplied or from their incorrect operation.
In all cases, any complaint by the Buyer does not imply the suspension of payment or refusal to pay the invoices issued by the Vendor.

11.1 APPLICABLE LAW

All supply contracts between the parties, even with foreign countries, shall be regulated by these standard conditions and governed by the Italian law.

12.1 COMPETENT COURT

For any dispute pertaining to the execution, interpretation, validity, termination or cessation contracts entered into between the parties, the Court of Milan ( Repubblic of Italy ) exclusively shall be competent.