General Conditions of Sale
1. ORDERS
Orders for the purchase of products may be sent by the customer (i) in the manner indicated in the introductory pages of the Catalogue, or (ii) via the Internet. The order will be considered as a contractual proposal. Unless otherwise specified, for orders sent online, Melchioni's acceptance may also take place through direct execution of the orders, without the need for prior formal acceptance of the order.
1.a PRICES
The prices shown in the Catalogue or on the website www.melchioni-ready.com are exclusive of VAT, which will be applied at the rate in force on the date of invoicing and are subject to change. In the event that the price of the product ordered as shown in the Melchioni price list in force at the time the order is received is different from the price indicated by the customer in the order form, Melchioni will promptly contact the customer, who will have the right to confirm or reject the purchase order. Where prices are not expressly indicated or in the case of supplies relating to products not included in the Catalogue, the prices must be specifically agreed upon and confirmed in writing by Melchioni before the product is shipped. According to internal policies, Melchioni does not issue pro forma invoices, which may only be issued in case of advance payments. The prices indicated in the Order Confirmations may vary in case of sudden and exceptional price increases made by the manufacturer due to changed market conditions. It is understood that such variations shall be promptly communicated and applied only after acceptance by the Customer. With regard to transport, please refer to the link https://www.drewry.co.uk/supply-chain-advisors/supply-chain-expertise/world-container-index-assessed-by-drewry
1.b PAYMENT METHODS
Payments may be made in the following ways:
I. by bank transfer: BANCA DI CREDITO COOPERATIVO DI CARATE BRIANZA - Ag: Milan Loreto Branch - IBAN: IT90 Q 08440 01602 000000246032
II. by bank receipt
III. by credit card
For any further information or clarification, please contact our Administrative Office at: amministrazione@melchioni.com.
Melchioni in any case reserves the right to propose other and different methods of payment. Any payment terms other than those mentioned above must be agreed in writing with Melchioni before placing the order. All payments shall be made in favour of Melchioni without the customer being able to oppose any compensation, deduction or counterclaim. In the event of non-payment of the price due by the customer within the agreed terms Melchioni shall be entitled to terminate the sales contract pursuant to and for the purposes of article 1456 of the Italian Civil Code. In the event that payments are not made within the agreed terms, from the day following the expiry of the deadline for payment, the default interest provided for by Legislative Decree 231 of 9 October 2002 and subsequent amendments shall accrue on the amount due without the need for a formal notice of default. In this regard, unless otherwise expressly agreed with Melchioni, the payment terms for the consideration due by the customer shall be those provided for by Article 4 paragraph 2 of Legislative Decree 231 of 9 October 2002 and subsequent amendments on the starting date of default interest. Melchioni, within the limits of what is permitted by law, reserves the right to request compensation for any further damage, as well as the reimbursement of any cost or expense incurred for the recovery of its credit, including legal expenses. In the event of any delay in payment of the amount due, all the sums owed by the client to Melchioni at that time, even in relation to other supplies, shall immediately become due for payment in full, and any payment extension granted by Melchioni shall be considered revoked for this purpose.
Payment shall be due as stated on Melchioni's invoice without set-off or any deduction for withholding tax or any other reason, including bank fees charged by the correspondent bank, if any. On any overdue invoice, Melchioni may charge interest from the due date of payment to the date of payment equal to the maximum amount permitted by applicable law, plus reasonable legal fees and collection costs, with a minimum fee for sales in the European Union equal to the amount required by applicable law.
If the Customer is late on any payment, Melchioni may reschedule or cancel any outstanding deliveries or orders and immediately declare all outstanding invoices due and payable. Unless otherwise required by applicable law, Customer's accounts receivable supplied by Melchioni shall expire if not used within twelve (12) months.
1.c COUNTRY OF ORIGIN
Unless otherwise communicated to the customer in writing, the information contained in the Catalogue does not constitute, nor should it be construed as, a declaration of the country of origin, preferential origin, manufacture, production or assembly of the products or any part thereof.
1.d DELIVERY
Same day delivery, regardless of the transport system used and if possible, shall be carried out, as a rule, only for orders received on working days before 4:00 p.m. Melchioni is able to deliver within Italy with an average time of 24/48 hours.The "Order to Schedule" service is also available, with delayed delivery. It is however understood that the delivery terms are to be intended as indicative and in any case not essential. Melchioni reserves the right to change the shipping cost during the period of validity of the Catalogue. Since the shipping costs shown in the Catalogue may not be up to date, customers are required to check the relevant amounts on the website www.melchioni-ready.com under the "General Terms and Conditions of Sale" section "Deliveries". For orders that are not sent online, if the shipping cost is higher than the amount indicated in the Catalogue, the relative amount will be communicated by Melchioni to the customer before shipping, which will only take place after the customer has accepted the new amount within 3 (three) days from Melchioni's communication. If Melchioni foresees that it will not be able to comply with the delivery terms indicated, without this entailing any liability towards the customer, it shall communicate the new product delivery terms to the same customer, who must confirm the order, as modified, within 3 (three) days from Melchioni's communication. If Melchioni does not receive any confirmation within the aforementioned term, the order shall be considered cancelled without any liability on the part of Melchioni. Unless otherwise agreed, delivery shall be made to the address specified by the customer in the order.
When the operator in charge of the shipment (carrier) delivers the goods loaded on EPAL pallets, he shall collect an equal number of EPAL pallets in order to avoid subsequent charges.
1.e EXAMINATION OF PRODUCTS, DELAYS AND NON-DELIVERY
The customer is obliged to examine the products received carefully upon delivery and to notify Melchioni in detail, within 8 (eight) days from delivery, of any defects found - or which may be found - as a result of this examination, or to make any other claims relating to the products.
Should the customer fail to make the above communication, the products shall be considered definitively accepted and compliant with what was requested in the order, without prejudice to the possibility, which may be exercised within and no later than 1 (one) year from delivery, to assert any non-apparent defects, provided that the relevant complaint is made within 8 (eight) days from their discovery (in compliance with the provisions of Article 1495 of the Italian Civil Code).
It is understood that the customer must refuse the delivery, by the carrier, of packages with damaged packaging and must, in this regard, immediately inform Melchioni of the incident; otherwise, the delivered products shall be considered fully accepted in the state they are in at that moment. For the purpose of examining the products, the customer acknowledges that Melchioni is not the author of the software that may be contained therein, nor has examined the same. The customer shall therefore carry out, under his/her sole responsibility, before using the product or article, any check that is reasonably necessary to verify that the software contained in the purchased products make them fit for use or are not affected by computer viruses or other defects that may damage the article or the goods that come into contact with it.
2. CANCELLATION OF ORDERS
Orders placed with credit card payment that cannot be completely fulfilled on the basis of stock will be partially cancelled and the relevant amounts refunded. Furthermore, Melchioni reserves the right not to accept or to cancel any orders, regardless of whether or not payment has been received, by notifying the customer by telephone or e-mail within 48 (forty-eight) hours (excluding Saturdays and public holidays) of receipt of the order. In the event that Melchioni does not accept or cancels an order for which payment has already been made, Melchioni shall promptly refund the full amount received, according to the terms that will be indicated to Melchioni by the customer for this purpose. However, it is understood that the refund of the price represents the only charge to be borne by Melchioni for non-acceptance or cancellation of the order, any form of liability on the part of Melchioni being excluded in this respect. The customer may cancel or revoke purchase orders only within the limits allowed by law or by these General Conditions.
3. TITLE AND PASSING OF RISK
For all intra-EU and extra-EU sales, title shall pass to the Customer upon delivery of the Products to the carrier at the Customer's domicile or at the address indicated by the Customer when placing the order. The products therefore travel at the risk and peril of the customer, it being agreed that each shipment is carried out on the customer's behalf and that, therefore, Melchioni is exonerated from any liability with the delivery of the same to the carrier or - if the customer decides to collect the goods personally or through a person appointed by the same on the basis of a written proxy. In the event of non-payment, Melchioni shall have the right to avail itself, at its sole discretion, of the express termination clause set out in the following section "Payments and Express Termination Clause" or of any other remedy provided for by law, including compulsory execution or repossession pursuant to article 1519 of the Italian civil code. It is also understood that Melchioni shall in any case have the right to claim full compensation for any damages suffered as a result of the client's breach.
4. GUARANTEE
In the event of defects or faults asserted within the terms set out in Article 5 or within the different term from time to time indicated by Melchioni for specific products, or established by law, Melchioni shall replace or repair the products supplied, or refund the relevant price, if, despite proper and diligent use by the customer, defects are found. The products, or the components or parts thereof to which the complaint refers, must be returned to Melchioni within the terms indicated, suitably packaged, with shipment by the customer and in compliance with the special instructions that Melchioni may have given at the time of supply or subsequently. The products or parts thereof returned must be accompanied by a note containing a description of the defect, as well as any other information indicated or requested by Melchioni at the time of supply or subsequently. All products or parts thereof for which Melchioni has replaced them shall become its exclusive property. This warranty supersedes any warranty or other provision established by law concerning the quality or suitability of products for specific uses, except for those provisions that cannot be waived by law and replacement or repair shall be the sole remedy available to the customer to the exclusion of any other remedy.
5. RETURN OF THE PRODUCT
No products may be returned without Melchioni's prior written consent, except in the cases provided for in Article 7 above ("Warranty"). After obtaining Melchioni's consent, in order to be entitled to a refund, the customer must return the products under the following conditions - the products must not have been used and must be returned in the same condition in which the customer received them; - the return must take place within 15 (fifteen) days from the date of the purchase invoice; if the conditions of sale do not contain specific instructions (and these have not been subsequently indicated by Melchioni), all the parts or components that may have been added to the product or article by the customer must be removed before returning them to Melchioni; otherwise, Melchioni shall be authorised to remove and/or eliminate all the additional parts. Returns are not allowed for software or for other products which, although supplied by Melchioni, were not available in the Catalogue and were therefore specifically ordered at the customer's request. The products shall be returned to Melchioni at the customer's care, expense and risk, suitably packaged and sent to: Melchioni S.p.A. - c/o Geodis, S.S. 235 Ang. Str. Vicinale Della Pieve, PV 27010 Copiano, Italy.
6. INFORMATION ON THE PRODUCT AND ITS AVAILABILITY
Unless otherwise specified, the methods of use of the purchased product, with particular reference to its safety, are indicated in the "technical parameters". It will be the customer's responsibility to check, in advance, the suitability of the product for the use the customer wishes to make of it. In any case, Melchioni reserves the right to cease offering any product, or to make changes to product specifications, at any time, even without prior notice and without having to justify such a decision. Melchioni recommends that customers check the dimensions and other data relating to the products published in the Catalogue or on the virtual showcase of the website www.melchioni-ready.com, as well as the future availability of the same, before using them for any particular purpose. The information contained in the Catalogue is, to the best of Melchioni's knowledge, correct at the time of printing. If the customer intends to sell the purchased products to third parties, it shall be his responsibility to ensure that these products are complete with all the accessory elements such as warnings, labels, instructions, manuals and other useful information supplied with the products themselves.
7. LIMITATION OF LIABILITY
These general conditions outline the entire scope of Melchioni's liability with regard to the products, with the exclusion of any other guarantee, condition and term, expressed or implicit, established by law, also with reference to the quality or suitability of the products for specific uses, except in any case those guarantees and responsibilities that, by law, cannot be waived, with particular reference to the provisions of article 1229 of the Italian civil code and on the subject of liability for damage caused by defective products. It is however understood that Melchioni shall not be held liable to an extent exceeding the scope of liability of the supplier of the products and that under no circumstances shall Melchioni be held liable for loss of profit or for any indirect damage suffered by the customer due to a fact, act or omission attributable to Melchioni pursuant to these general conditions or in any case in relation to the sale that is the subject of these general conditions. The applications described in the sheets in the Catalogue and the combination of components for their realisation do not represent the only possible technical solution. Melchioni shall not be held liable for the correct functioning of these applications, nor for their compliance with the specific purposes for which they may be intended.
8. LIMITATIONS OF USE
The products sold by Melchioni have not been tested for applications in the medical field nor for use in conjunction with medical-surgical devices of any kind or nature. In addition, Melchioni's products have not been tested for application in the context of nuclear or aviation activities. Melchioni's products must not, therefore, be used in such areas, in respect of which Melchioni does not assume any liability for malfunctions and/or damage to things or persons.
9. FORCE MAJEURE
Melchioni will not breach this Agreement and will not be liable for any failure to perform its obligations under this Agreement if such failure or delay is due to or resulting from any act of God, act of nature, act or omission of the Customer, act of any governmental authority, including any law, regulation, order or decree, operational disruption natural or man-made disasters, epidemics, pandemics, shortage of labour, energy, fuel, materials or products, strike, industrial action, criminal act, war, terrorism, civil disturbance, delay in delivery or transportation, inability to obtain labour, materials or products through regular sources, communications or power outages.
In the event that the execution of orders by Melchioni is hindered or prevented by force majeure or unforeseeable circumstances, or by the impossibility of obtaining the services, materials or products necessary for the fulfilment of the order, except at increased prices, Melchioni may delay the fulfilment of the order and, in this case, notify the customer of the delay; the customer, within 3 (three) days from receiving the communication from Melchioni, shall have the right to cancel the order in whole or in part. In none of the aforementioned cases shall Melchioni be held responsible for the delay, cancellation or impossibility to deliver.
10. USE OF THE PRODUCTS
The Customer must use the products in accordance with the product specifications provided by the manufacturer.
Products are not authorised for use in life support applications, human implants, nuclear facilities, dual use products including weapons, or any other application where product failure could lead to loss of life or damage to property. If the Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, the Customer acknowledges that such use, sale or non-compliance is at the Customer's sole risk. The Customer shall indemnify Melchioni against any claims arising out of: (i) Melchioni's compliance with Customer's drawings, technical specifications or instructions; (ii) modification of any Products; (iii) use of Products in combination with other products; (iv) use of unauthorised Products as described above; or (v) the use of Products and related technologies in chemical, biological or nuclear weapons, missile systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned aerial vehicles capable of delivering the same, or in the development of any weapons of mass destruction.
11. EXPORT CONTROL
Certain Products and related technology ("Items") distributed by Melchioni may be subject to the export control laws of the United States, the European Union, Japan and/or other countries, excluding boycott laws ("Export Laws").
Customer must comply with such Export Laws and obtain any necessary licences, permits or other approvals to transfer, export, re-export or import the Items.
The Customer acknowledges that related technology consists of "Technical Data" and "Technical Support". Technical Data may be identified as blueprints, plans, diagrams, models, tables, engineering, design and technical specifications, manuals and instructions written or recorded on media or devices such as discs, tapes or read-only memories. Technical assistance may take the form of instructions, professional training or consultancy services.
12. VARIATIONS TO THE DOCUMENT OR TO THE CONTRACT
Variations to this document or to the Contract may only be made in writing and shall be effective after acceptance by both Parties and according to the methods and the Fees agreed between them.
Melchioni reserves the right to change these General Conditions from time to time and for this purpose invites the Customer to check the latest update on the Company's website.
13. SAFETY, QUALITY AND ENVIRONMENTAL COMPLIANCE
Where applicable, the Customer shall be responsible for all obligations under the industry regulations applicable from time to time and in their most up-to-date version. All products shall be supplied in accordance with, and meet all, contractually agreed quality and safety criteria and may be used safely for the purpose for which they are intended.
14. GENERAL
A. The Customer may not assign this document or any rights or obligations hereunder without the written consent of Melchioni.
B. If any provision of this Agreement is held by a court to be unenforceable, the parties will negotiate in good faith to modify this Agreement to implement the original intent of the parties.
The unenforceability or invalidity of any term or condition will not affect the remainder of the terms or conditions.
C. The Products, including the Software or other intellectual property, are subject to any applicable third party rights, such as patents, copyrights, and licenses to use, and Customer shall respect such rights.
D. Melchioni warns the Customer that the Products presented in the Catalogue or on the website www.melchioni-ready.com may be subject to a patent, trademark, copyright or other industrial or intellectual property right owned by Melchioni or by third parties. Melchioni is the owner of the copyright on the Catalogue, the reproduction of all or part of which is forbidden without the prior written consent of Melchioni.
E. The Customer shall comply with all applicable laws, rules and regulations, including but not limited to anti-corruption laws.
F. The Customer shall collect, process, store and transfer all personal data provided by Melchioni under this Agreement in accordance with applicable law, including but not limited to EU data protection principles and requirements. The Customer shall use - with Melchioni's formal consent - and retain personal data for the sole purpose of facilitating communication and collaboration and for the purchase of Products from Melchioni under this Agreement and for no other purpose.
The Customer shall implement and maintain security procedures and practices appropriate to the nature of the personal data it collects, processes, stores or transfers in line with industry best practice. Pursuant to Regulation No. 679/2016 (GDPR) in the event that personal data of EU residents is transferred to countries outside the EU/EEA, the Client must ensure by appropriate means that such personal data continues to be processed and handled in accordance with the data protection principles of purpose limitation and necessity; data accuracy, data quality and proportionality; data security and confidentiality. The data subject's rights (access, rectification, deletion and objection) must be guaranteed.
Furthermore, the Client shall reasonably assist Melchioni in promptly fulfilling requests received under applicable data protection laws. If the Customer discovers or is informed of a data breach involving personal data provided by Melchioni, the Customer shall inform Melchioni of the data breach as soon as possible, but no later than twenty-four (24) hours after the Customer becomes aware of the data breach. Customer shall take all actions necessary to contain the data breach and provide Melchioni with all reasonably necessary information about the data breach and corrective action.
G. The parties agree that electronic signatures may be used for all purposes under this Agreement and shall be legally valid, effective and enforceable for all purposes of this Agreement.
H. Product information (e.g., statements (technical or otherwise), advertising content, and information relating to the technical specifications, features, export/import control classifications, uses, or compliance with legal or other requirements of a Product) is provided by Melchioni "AS IS". Melchioni makes no representations as to the accuracy or completeness of the Product information and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES.
All product information is subject to change without notice. Melchioni is not responsible for typographical or other errors or omissions in Product information. For products marketed and traded, Melchioni's employees, representatives and/or agents have no authority to make any statements other than what is specified in this Agreement or any written amendment. Melchioni has no responsibility for any statement or information that is not part of this Agreement.
For information on these General Terms and Conditions of Sale, please contact Melchioni S.p.A., Via Pietro Colletta 37, 20135 Milan, Italy; email: clienti-ready@melchioni.com.
15. APPLICABLE LAW AND COMPETENT COURT
Any dispute arising from the interpretation and execution of the contract and the General Conditions of Sale shall be governed by Italian law and the Court of Milan shall have exclusive jurisdiction, with the exclusion of any other competing or alternative jurisdiction. Should the Purchaser be based in a non-EU country, all disputes arising from the contract and from the General Sales Conditions shall be settled definitively by a board of one or more arbitrators according to the rules of the Milan Chamber of Arbitration at the Milan Chamber of Commerce.
The seat of arbitration shall be Milan.