Preamble

These general conditions govern all current and future relations between CEBA INGRANAGGI S.r.l., hereinafter referred to as the “seller,” and both Italian and foreign buyers, unless explicitly agreed otherwise in writing.

 

ART.1 – Contract formation

Acceptance of the offer by the buyer or the seller’s order confirmation, regardless of the method employed, implies the application of these general sales conditions, even when acceptance occurs through the mere execution of the contract. The buyer’s acceptance of non-conforming products in type or quantity, or sent under conditions different from those in the buyer’s request without explicit reservation, implies acceptance and entails the buyer’s acceptance of the supply and conditions proposed by the seller.

 

ART.2 – Orders

Orders are binding for the customer and always refer to “custom” material based on an offer from the seller. The buyer is entitled to suspend or cancel confirmed orders, but the seller retains the right to compensation for the cost of work and materials incurred in relation to the order’s progress.

 

ART.3 – Production dimensional drawings

Custom production is carried out according to standard tolerances if not specified by the buyer in their drawings and accepted by the seller.

 

ART.4 – Prices

Goods prices are always understood as “ex-works,” excluding packaging, separately accounted for unless otherwise specified in the contract. In the event of increases in material or other production costs during the supply, the seller has the right to adjust prices, even for ongoing orders affected by the increases.

 

ART.5 – Delivery

Delivery terms are purely indicative and do not bind the seller unless explicitly stated. Any changes requested during production release the seller from adhering to the agreed-upon deadline. The seller is not obligated to compensate for any direct or indirect damages due to delivery delays unless otherwise agreed by contract. Deliveries are considered “ex-works,” and all costs and risks related to shipment execution are borne by the buyer. The risks associated with the supply pass to the buyer at the latest when the products are taken over by the carrier. The delivery term will be extended for a period equal to the duration of the impediment in cases of force majeure, such as material supply difficulties, events beyond the control of the seller and buyer (e.g., strikes, fires, floods, interruptions in service distribution networks such as electricity, water, gas, telecommunications), lack or scarcity of raw materials, lack of transportation, rejection of critical parts in production attributable to the seller’s subcontractors, breakdowns and accidents in the seller’s production facilities, delays in obtaining authorizations from the relevant authorities, as well as other impediments beyond the parties’ control occurring after the contract’s conclusion, temporarily making delivery impossible or excessively burdensome. Under no circumstances, in the events outlined in this article, can the buyer or the seller claim compensation or indemnity of any kind.

 

ART.6 – Shipment

The seller uses the most suitable packaging method for the type of articles produced, typically pallets with protective film for mechanical pieces. Any damages or shortages occurring during transport must be reported solely to and charged to the carrier. If, contrary to the above, the seller undertakes the transportation burden, it reserves the right to choose the most convenient means of transportation. It is always the buyer’s responsibility to assert claims against the carrier and inform the seller (within 8 days of receiving the goods) of any shortages, damages, delays, etc.

 

ART.7 – Payment

Payments and any other amounts due to the seller are valid only if made in the agreed manner and timeframe. Any delay or irregularity in payment gives the seller the right, upon simple notice, to suspend supplies or terminate the ongoing contract, even if unrelated to the payments in question, as well as the right to compensation for any damages. In any case, the seller is entitled to charge late payment interest, without the need for formal notice, at the rate in force as provided by Legislative Decree 9 October 2002, no. 231.

 

ART.8 – Warranty

The seller guarantees the conformity of the supplied products, understood as correspondence in quantity, quality, type, and material to what is established in the offer. The warranty for defects is limited to material or manufacturing defects attributable to the seller, excluding design defects, which are the buyer’s sole responsibility. The warranty has a duration of twelve months, starting from the delivery date indicated on the accompanying delivery document. Warranty repairs or replacements do not initiate a new warranty period.

 

ART.9 – Returns and claims

Upon arrival of the goods, the buyer is obligated to verify the conformity of the products and the absence of defects. The buyer must report any visible defects or non-conformities in quantity, quality, or defects immediately upon receipt of the goods, and, in any case, no later than 15 days from that moment to avoid forfeiture. Hidden defects or non-conformities (i.e., those not identifiable based on the legally required inspection and the previous point) must be reported by the buyer, within 15 days of discovery, to avoid forfeiture. Returns of goods for any reason are not accepted unless previously authorized by the seller, who commits to replacing parts considered defective.

 

ART.10 – Liability

The seller disclaims all liability for any damages, material and immaterial, caused by the product as a result of:

• a) improper use, storage, and maintenance of the product;
• b) alteration and tampering with the product not expressly authorized by the seller, non-compliance of the product, even if conforming to the contracted technical specifications, with the intended use;
• c) responsibilities voluntarily assumed by the buyer towards the end user and not directly arising from the law;
• d) regulations issued after the product’s circulation;
• e) normal degradation, obsolescence, and wear of the product;
• f) adverse events and claims not promptly communicated to the manufacturer.

Loss of market value is also excluded.

 

ART.11 – Retention of title

In cases where payment must be made, in whole or in part, after delivery, the products delivered remain the property of the seller until the complete payment of the price.

 

ART.12 – Interpretation – amendments – invalid clauses

Any attachments or preambles are considered an integral part of the contracts to which they refer. The partial or total invalidity of a clause does not entail the invalidity of the entire contract.

 

ART.13 – Jurisdiction

For any dispute related or otherwise connected to the contracts covered by these general conditions, the jurisdiction of the seller is exclusively competent.