General Sales Conditions
1. Applicability of the General Terms and Conditions and departures.
These General Terms and Conditions of Supply (hereinafter referred to as “General Terms and Conditions”) are an integral part of all supply/sale contracts entered into by Mazio Attachments LLC (hereinafter referred to as “Mazio Attachments LLC” and/or “Manufacturer”) in Italy or abroad about the products manufactured, assembled or marketed by Mazio Attachments LLC (hereinafter referred to as “Products”). All contracts entered into with Mazio Attachments LLC, as well as all offers, order conformations and deliveries performed by Mazio Attachments LLC shall be deemed performed in compliance with and subject to these General Terms and Conditions, unless otherwise expressly specified in writing.
2. Execution of the contract.
The supply/sale contract shall be deemed executed when the buyer/customer is informed of the acceptance of the order by Mazio Attachments LLC by means of an order confirmation. Each order shall be deemed as a firm and irrevocable proposal by the buyer/customer for at least 30 days from its receipt by Mazio Attachments LLC. In any case, the supply/sale contract shall be deemed executed at Mazio Attachments LLC’s registered office.
3. Delivery terms.
All dates established as delivery terms shall be deemed just indicative and thus not binding, since they can be influenced by shipment and transport factors that do not, directly or indirectly, depend on Mazio Attachments LLC. Therefore, Mazio Attachments LLC shall not be liable for any damage of whatever nature due to delays in deliveries. In any case, if no precise delivery date is specified on the order confirmation, delivery terms shall start from the date of receipt by the buyer/customer of Mazio Attachments LLC’s order confirmation.
4. Delivery conditions.
Unless otherwise agreed between the parties upon order and order confirmation, Products shall be delivered “EX WORKS – Ex Seller’s works” (Incoterms 2010 issued by the International Chamber of Commerce, and subsequent amendments and/or supplements). In any case, starting from the moment when Mazio Attachments LLC delivers the Products to the carrier or forwarding agent, Products shall travel at the buyer/customer’s risk and peril. Therefore, Mazio Attachments LLC shall not be obliged to replace or refund any material tampered, damaged or lost during transport. Mazio Attachments LLC shall not be obliged to enter into a transport contract nor to insure the Products to be shipped unless expressly requested by and at the expense of the buyer. Even in this latter case, Products shall travel at the buyer’s sole risk and no responsibility may be laid on Mazio Attachments LLC, not even for the choice of the carrier.
The buyer/customer may not reject the delivery of the Products and shall in any case collect them immediately, unless they feature at first sight serious and evident defects. In any case, the buyer shall fully pay the price of the Products and bear all costs and expenses resulting from the rejection or return of the Products to Mazio Attachments LLC.
Unless otherwise specified in writing, Mazio Attachments LLC shall deliver the Products only after having received the full payment of the price due by the buyer as well as of any delivery expenses and other charges due by the buyer, as indicated in the relevant order confirmation and/or invoice.
In the event of force majeure, fortuitous circumstances and any exceptional events that may compromise the regular execution of the order, such as delays in deliveries by Mazio Attachments LLC’s suppliers, transport problems, manufacturing complications, industrial disputes, socio-political events, natural disasters, lack of materials and energy, orders issued by government authorities and import/export restrictions, Mazio Attachments LLC shall be allowed to extend delivery terms accordingly or, should the execution of the order become compromised or impossible, to recede, in total or in part, from the contract, without the buyer/customer be entitled to any indemnity as a result thereof.
In addition to the provisions under the following articles, as manufacturer of complete machinery, equipment, components and devices or parts of them but not of the single electrical and/or electronic and/or mechanical and/or oil-pressure components, Mazio Attachments LLC shall not guarantee nor take any responsibility for delays, lack of deliveries, deliveries not complying with requirements, rejects, obsolete products, termination of production, etc.
Mazio Attachments LLC shall not guarantee nor take any responsibility for any consequences, non-performance and/or delays due to transfers of enterprises and/or shutdowns of suppliers and/or total or partial interruptions of production lines and/or interruptions of productions or deliveries by any component manufacturer.
Prices in Mazio Attachments LLC’s Price List do not include VAT and may be modified without notice, even though Mazio Attachments LLC shall inform the buyer/customer of any change within 30 days.
Prices in Mazio Attachments LLC’s Price List are “EX WORKS – Ex Seller’s works” (Incoterms 2010 issued by the International Chamber of Commerce, and subsequent amendments and/or supplements) and do not include packaging, which, if necessary, shall be requested and charged at cost according to the type of packaging requested by the buyer/customer.
6. Partial execution.
The partial execution of an order by Mazio Attachments LLC shall imply its acceptance only for the quantities of Products included in such partial execution. In that case, Mazio Attachments LLC shall have the right not to make any further partial execution of the same order, without the buyer or any third party be entitled to any right or claim at whatever title as a result thereof.
7. Manufacturer’s warranty.
Mazio Attachments LLC guarantees to the buyer/customer that all Mazio Attachments LLC products are manufactured in compliance with the relevant national and international regulations in force and are free from engineering, processing, assembly and material defects for a period of 12 (twelve) months from the delivery date indicated on the transport document.
If the delivered Products are stocked in the buyer/customer’s warehouse before being actually placed on the market, with the buyer/customer’s obligation to manage and maintain them correctly, the above-mentioned 12-month warranty shall apply from the buyer/customer’s notice to Mazio Attachments LLC that the Products have been actually placed on the market.
Under no circumstances may the warranty period exceed 24 months from the date of delivery of the products to the buyer/customer indicated on the transport document.
If Mazio Attachments LLC does not receive any notice within 12 months from the delivery of the Products to the buyer/customer, the warranty shall be deemed expired for all practical purposes after twelve months from the actual date of delivery to the buyer/customer indicated on the transport document. Any notice by the buyer/customer about the actual placement of the products on the market received by Mazio Attachments LLC after twelve months from the date of delivery indicated on the transport document shall have no effect.
During the warranty period, Mazio Attachments LLC undertakes to repair or replace free of charge at their plant any parts or components that cannot be used due to a proven material and/ or engineering, processing or assembly defect.
Defective pieces replaced by Mazio Attachments LLC under warranty shall remain the property of Mazio Attachments LLC, also for an accurate inspection and, if necessary, complaint about them to the relevant supplier. Should the replacement be performed at the end user’s or buyer/customer’s premises, the replaced product or component shall be returned to Mazio Attachments LLC.
8. Warranty application.
The warranty shall be applied only if the buyer/customer sends to the Manufacturer the “Warranty Certificate” (to Mazio Attachments LLC’s premises), duly and completely filled in, within 10 (ten) days from the receipt of the product.
To benefit from the warranty, the buyer/customer shall expressly formalize in writing a request to Mazio Attachments LLC within 15 days from the identification of the defect. Each request for repair and/or replacement under warranty shall contain: - Product registration number; - purchase date; – equipment type and model; – date of delivery to the buyer/customer with a copy of the relevant transport document; – description of the defect and of any repair and/or replacement deemed necessary.
Mazio Attachments LLC shall not take into consideration any request for repair and/or replacement under warranty in which even just one of the information listed above is missing. Such list shall thus be deemed compulsory and binding.
The defective parts or the entire product shall be sent by and at the expense of the buyer/customer to the Manufacturer’s plant together with the identification data on the machine plate. The costs for the transport of the replaced pieces and for any examinations and inspections by Mazio Attachments LLC’s technicians to establish the causes of the defect shall be borne by the buyer/customer. The examination of the defects and their causes may be performed only and solely by the Manufacturer’s personnel or by technicians duly appointed by the Manufacturer, whose judgement shall be final.
At the end of the examination of the defective product, the Manufacturer shall send to the buyer/customer within 30 days from the date of receipt of the Product the results of the analysis and any corrective action plan for the identified defect, unless otherwise agreed between the parties from time to time.
The buyer/customer shall accept and comply with the methods and terms that the Manufacturer deems necessary for the repair and/or replacement and/or maintenance of the defective parts.
If at the end of the preliminary analysis, the Manufacturer’s conclusion is that there is no malfunctioning or, in the presence of any malfunctioning, that the relevant responsibility shall be laid on the buyer/customer that has not opened the packaging or stored the products correctly, the repair and/or replacement costs shall be borne by the buyer/customer only.
9. Exclusions from warranty.
The warranty expressly excludes the following:
– costs for the shipment of new pieces requested under warranty and of defective pieces to be returned to Mazio Attachments LLC for inspection;
– labour costs other than those relating to the repair or replacement time envisaged by the Manufacturer;
– costs for any repair or replacement not performed by the Manufacturer or by technicians duly authorized by the Manufacturer;
– costs for any machine downtime and/or penalties for works not performed, economic losses, costs for replacement machines, and any other commercial damage due to defects covered by warranty;
– repair or replacement of parts or components not performed directly by the Manufacturer. Moreover, the warranty shall not apply in the following cases: - expiration of the warranty period; - failures or damage due to normal machine wear;
– failures or damage due to incorrect use of the machinery or use not complying with the usage specifications on the product user’s manual;
– failures or damage due to negligence, inexperienced use, accident, fortuitous event, improper use not complying with Mazio Attachments LLC’s instructions and normal intended use of the machinery as well as to any other cause not attributable to an original defect of the product;
– damage and malfunctioning due to an insufficient and/or inadequate electric system or inadequate environmental conditions; - damage to persons, things and animals resulting from any failure; - damage to products during transport; - failure to perform ordinary and regular maintenance or failure to take the necessary precautions to protect the product during its use or non-use; – defects due to modifications, changes, repairs or replacements performed by personnel not authorized by the Manufacturer;
– damage due to the use of non-original spare parts, components or accessories; - tardy notification of defects (beyond 15 days) by the buyer/customer; - increased damage due to further use of the product by the User after the identification of the defect; - failure by the buyer/customer to pay, in total or in part, the amounts due; - failure to send to the manufacturer the “Warranty Certificate” duly filled in within 10 days from the delivery of the product to the User.
10. Repairs not covered by warranty.
Mazio Attachments LLC shall not be obliged to perform any repair or replacement of products not covered by warranty or whose warranty has expired.
Mazio Attachments LLC reserves the right to charge, in addition to repair costs, a minimum cost of USD45.00 + Taxes for each product received as refund of product acceptance and management costs, even in case of refusal to make any repair. If the buyer/customer asks for a Repair Quotation, such quotation shall be sent by fax or e-mail by Mazio Attachments LLC’s Technical Assistance Department and shall include product acceptance and management costs. The buyer shall be free to accept such Repair Quotation, by signing it and returning it to Mazio Attachments LLC by fax or e-mail, or not to accept it, being fully aware that they will be nonetheless charged the costs for the analysis performed at a minimum cost of USD45.00 + Taxes. The buyer shall accept the Repair Quotation within 15 working days from the date indicated on it. After such term, the Products shall be returned to the buyer/customer without any repair, charging them the above-mentioned costs. For complex equipment or products, the cost charged for their analysis may be higher than the minimum amount indicated above according to the complexity of the analysis. All transport risks and expenses of the products under repair shall be always borne by the buyer.
11. Reservation of title.
The property of the Products shall pass to the buyer/customer only upon settlement of the purchase price, including any taxes and any other agreed amounts due. In the event of delayed payment by the buyer of even just one installment or price share, Mazio Attachments LLC shall be allowed to repossess all Products under lien wherever they are, without any formality whatsoever, reserving the right to take any legal action for the protection of Mazio Attachments LLC’s rights and the compensation for the damage incurred. The buyer/ customer shall be expressly forbidden to modify or resell the products before having settled their purchase price. Moreover, under no circumstances, shall the buyer/customer be allowed to remove or alter any trademark, trade name, serial number, adhesive, copyright notice or any other notice of rights on the purchased products. In the event of delayed payment, the buyer shall also pay to Mazio Attachments LLC delay interest calculated in compliance with Florida´s Chamber of Commerce.
12. Use of Products and any spare parts.
Products may be used by the buyer/customer only after having read the relevant technical specifications and instructions for use carefully. Therefore, the use of the Products implies the implicit declaration by the buyer that the buyer is aware of such technical specifications and instructions for use. Moreover, the buyer/customer shall use the Products with the skillfulness and professionalism required by the nature and intended use of the Products. Therefore, Mazio Attachments LLC shall not be liable at any title or for whatever reason for any damage to the buyer or to buyer’s employees, collaborators or clients or to any third party due to any improper or incorrect use of the Products and/or to the incorrect installation of the Products. Moreover, the buyer shall use the Products as strictly described in the protocols enclosed to the user’s manuals as well as use only Mazio Attachments LLC original spare parts and components.
Industrial property and license of use of Mazio Attachments LLC products
Any specifications, drawings, samples, models, equipment and documents supplied by Mazio Attachments LLC to the buyer/customer for whatever reason shall remain the property of Mazio Attachments LLC; the buyer/customer undertakes to keep them strictly confidential and to use them only for the execution of this contract.
All intellectual property rights relating to Mazio Attachments LLC Products and their documentation and developments, and especially all relevant rights of economic use, shall be the exclusive property of Mazio Attachments LLC, which shall thus be entitled to take direct action in the event of any violation of the above rights.
Without prejudice to any greater contract obligations undertaken by the Parties, each party shall keep all confidential information received by the counterparty strictly secret and, upon written request of the counterparty, shall cancel all sensitive data from their records. The Parties shall be nonetheless entitled to use and disclose confidential information to third parties if such confidential information: (i) is or becomes common knowledge for reasons other than the violation of confidentiality obligations under this article; (ii) is disclosed to the Party by a third party not subject to confidentiality obligations about such information; (iii) is generally known or easily accessible by third parties with basic skills; (iv) is required to be disclosed by a government, administrative or judicial authority or by a regulation or legal obligation.