General Terms and Conditions of Sale
Article 1 – General Provisions
1.1 These General Terms and Conditions of Sale govern the contractual relationship between Global Technology SA (hereinafter referred to as the “Supplier”) and its customer (hereinafter referred to as the “Purchaser”). All sales made by the Supplier are subject to these Terms and Conditions.
1.2 Any differing terms and conditions proposed by the Purchaser are expressly rejected and shall only be binding if expressly accepted in writing by the Supplier. The Supplier’s failure to contest such differing terms shall not constitute tacit acceptance. Any derogation will apply exclusively to the specific transaction concerned and will not affect previous or future transactions.
1.3 Unless otherwise explicitly stated by the Supplier, the sale is deemed concluded upon the Supplier’s written confirmation of the order, specifying the applicable contractual conditions and any deviations from these General Terms and Conditions.
Article 2 – Delivery and Transfer of Risk
2.1 Delivery will take place according to the timing, place, and terms indicated in the order confirmation. Delivery dates are approximate and non-binding. Delays shall not entitle the Purchaser to claim damages. In the event of force majeure, the delivery date will be extended accordingly, and the Purchaser will be promptly informed. The Supplier reserves the right to accept or reject the cancellation of orders due to delayed delivery.
2.2 For scheduled orders, each shipment shall constitute a separate delivery. If a binding delivery date is agreed, the Purchaser may request cancellation of the part not yet in production in the event of delay, without claiming damages, and only after formally notifying the Supplier of default.
2.3 Should the Purchaser refuse to accept the goods, the Supplier may, at its discretion, store the goods at the Purchaser’s risk and expense while invoicing as if delivered, or terminate the contract for the outstanding portion and claim compensation for direct and indirect damages.
2.4 Risk shall pass to the Purchaser when the goods leave the Supplier’s premises, from which point onward, transport is at the Purchaser’s risk and expense. The Purchaser is responsible for securing appropriate insurance coverage. Unless otherwise agreed in writing, ICC Incoterms 2010 will apply.
Article 3 – Quality, Tolerances, and Acceptance
3.1 Unless otherwise agreed in writing, goods are supplied in commercial quality in accordance with the latest IPC standards.
3.2 The Supplier does not warrant the suitability of the goods for specific purposes or uses unless expressly agreed in writing.
3.3 In the event of discrepancies between test results obtained by the Supplier and those by the Purchaser, the Supplier’s results shall prevail.
3.4 Deviations in weight, dimensions, and quality within commercial practice are acceptable.
3.5 For products whose exact quantities cannot be precisely determined during production, a deviation of ±10% from the ordered quantity is permissible and will be invoiced accordingly.
Article 4 – Liability, Warranties, and Claims
4.1 Goods leave the Supplier’s premises in perfect condition.
4.2 Claims must be submitted in writing within 8 days of receipt of the goods, detailing the nature of the defect. Claims regarding goods that have been processed are excluded. If a claim is accepted, the Supplier shall, at its discretion, replace or refund the defective goods. Defective goods replaced or refunded must be returned upon request. The Supplier’s liability shall not exceed the invoiced value of the goods in question.
4.3 The Supplier shall not be liable for any indirect, consequential, intangible, or unforeseeable damages or losses incurred by the Purchaser or third parties.
4.4 Claims for damages resulting from production interruptions are expressly excluded.
4.5 In the event of valid claims by the Purchaser, the Supplier’s claims against the Purchaser shall become immediately due for an equivalent amount and on the same date for set-off purposes.
4.6 No claim shall entitle the Purchaser to defer payment or modify agreed payment terms.
4.7 The Purchaser shall ensure that its insurers waive any recourse against the Supplier beyond the limits defined herein.
Article 5 – Prices and Payment Terms
5.1 Unless otherwise agreed, prices are net, excluding VAT and taxes, as specified in the order confirmation.
5.2 Payments shall be made according to the terms specified in the order confirmation. Unless otherwise agreed, invoices are due immediately upon receipt. In the event of late payment, the Purchaser shall automatically, without prior notice, pay interest at the EURIBOR 3-month rate plus 3%, a penalty equal to 10% of the invoiced amount, and compensation for any exchange rate losses and associated costs incurred by the delay.
5.3 In the event of order cancellation by the Purchaser, the Supplier shall be entitled to a cancellation fee equal to 30% of the order value, without prejudice to other rights.
Article 6 – Retention of Title
6.1 The goods delivered shall remain the property of the Supplier until full payment of the purchase price and any additional charges has been made.
6.2 If the goods are combined with other products, the Supplier shall become co-owner of the new product.
6.3 The Purchaser shall not pledge or use the goods as collateral until full payment has been made.
6.4 In the event of seizure by third parties, the Purchaser shall promptly notify the Supplier.
Article 7 – Suspension and Termination of the Contract
7.1 If performance of the contract is suspended for more than 30 days without an agreement on continuation, the Supplier may terminate the contract with 15 days’ notice.
7.2 The Supplier may terminate the contract if the Purchaser fails to fulfil its obligations within 15 days of receiving formal notice.
7.3 The Supplier may immediately terminate the contract without notice in the event of the Purchaser’s insolvency, bankruptcy, judicial administration, or any event jeopardizing the performance of the contract.
7.4 In the event of termination, payments already made shall remain with the Supplier, and the Purchaser shall pay the value of goods delivered, without prejudice to further claims.
Article 8 – Force Majeure
8.1 The Supplier shall not be liable for delays due to force majeure.
8.2 Force majeure includes events beyond the Supplier’s control that were unforeseeable at the time of order confirmation and cannot be overcome without unreasonable expense or time.
8.3 Examples include natural disasters, strikes, shortages, production incidents, fires, acts of war or terrorism, embargoes, and transport disruptions.
8.4 If the force majeure event lasts longer than 30 days, either party may terminate the contract without liability.
Article 9 – Intellectual Property and Confidentiality
9.1 The Supplier retains exclusive ownership of drawings, technical documents, and materials shared with the Purchaser, which are confidential and may only be used for contract execution.
9.2 The Purchaser agrees to maintain confidentiality and not disclose such information to third parties without the Supplier’s written consent.
9.3 Upon contract termination, the Purchaser shall return all confidential information to the Supplier.
Article 10 – Severability
If any provision of these Terms and Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be replaced with a valid one that most closely reflects its original intent.
Article 11 – Trade Sanctions and Anti-Diversion
11.1 The Purchaser shall comply with all applicable trade sanctions laws and shall not supply goods or services in violation of such laws.
11.2 The Purchaser shall not divert goods to destinations other than those agreed upon without the Supplier’s prior written consent.
11.3 The Supplier may immediately terminate the contract in case of the Purchaser’s violation of applicable trade sanctions laws, without prejudice to claims for damages.
11.4 The Purchaser shall include these obligations in any subsequent agreements involving the transfer of goods.
Article 12 – Jurisdiction
12.1 These Terms and Conditions shall be governed by Italian law.
12.2 Any disputes arising from or related to the contract shall be subject to the exclusive jurisdiction of the Court of Milan, Italy, without prejudice to the Supplier’s right to bring action in other competent jurisdictions.
The Purchaser declares to have read, understood, and accepted these General Terms and Conditions of Sale, including Articles 2, 4, and 5, which form an integral part of the sales contract.
