General Terms of Sale

ART.1 SUBJECT 

1.1 The items below list the general terms of sale for the purchase of enological machines (hereinafter  “goods”) entered between the seller O.M.B.F. Snc dei F.lli Bene with legal seat in Canelli, Regione San Giovanni n.57, VAT CODE and FISCAL CODE 01193250055, (hereinafter the Seller) and the purchasing company. 

 

ART. 2 METHODS OF EXECUTION OF THE CONTRACT

2.1 The sale of the goods is made following a “Purchase order” sent  to OMBF by the purchaser 

2.2 After receiving the purchase order OMBF can accept it, at its unquestionable judgment, forwarding the acknowledgement of the order to the purchaser”.

2.3 The contract will be regarded as stipulated between the parts and binding within 15 (fifteen) working days from the date of the “Acknowledgement of the order”, if the purchaser returns it duly singed in all its parts to OMBF at the mail address info@ombf.it

2.4 The acknowledgement of the order signed by the Purchaser can be modified only with written agreement between the parties.  

2.5 The sales of the goods is made under the clause of restricted property in favor of OMBF.

 

ART. 3 RIGHTS AND OBLIGATIONS OF THE SELLER 

3.1 OMBF guarantees that the goods are free from any restriction and right of third parties and that the goods sold are exempt from visible defects and vices of quality.  

3.2  In case of transport performed with the means of OMBF, said company fulfills the commitment of delivering the goods to the purchaser by subscribing the transport document by the consignee; in case of transport performed by a forwarder, OMBF fulfill its commitments of delivering the goods at the delivery of them to the forwarder.  

3.3  OMBF can postpone the delivery 30 (thirty) working days with respect to the date of delivery indicated in the acknowledgment of the order. In that case, OMBF shall inform the customer of the delay in advance and the purchaser cannot raise any claim for compensation from OMBF for any reason and neither require the cancellation of the sales contract.  OMBF shall have the right of postponing the delivery beyond the terms mentioned at clause 3.3. first subsection, in case the purchaser had modified the characteristics of the goods mentioned in the acknowledgement of the order.   

 

ART.4 RIGHTS AND OBLIGATIONS OF THE PURCHASER

4.1 The Purchaser has the obligation to pay the purchase price of the goods in the terms and methods indicated at clause 9 and following clauses of these general terms of sales.  

4.2  In case the parties had agreed that the Purchaser shall provide for the collection of the goods, the purchaser is oblige to collect the Goods within the date indicated in the Acknowledgment of the order or at the notice of goods available for collection sent by the Seller. In case of failure to collect the Goods within 10 (ten) days from the expiring delivery date or from the receipt of the notice of goods available sent by the Seller, the Seller has the right to ship it to the Purchaser with the means considered most suitable and the shipment costs shall be for the Purchaser’s account.   

4.3 The Purchaser has the right to ask, in writing, the Seller to keep the Goods in its warehouse after the date of delivery agreed; in that case the Seller shall issue the Invoice related to the order and the purchaser is obliged to pay at the expiring date agreed and mentioned in the invoice. The purchaser relieves the Seller from any responsibility for direct and indirect damages deriving to the Goods during their storage at   OMBF.

 

ART.5 SOLVE ET REPETE CLAUSE (PAY AND RAISE CLAIMS)

5.1 According to art. 1462 Italian Civil Code c.c., the Purchaser shall not have the rights to raise objections aimed at avoiding or delaying the payment of the price in the amount and at the expiring dates indicated in the invoice, neither in the case of delayed delivery or failure to deliver to goods  according to art.3.3, loss, damage, deterioration, destruction or partial or total subtraction, unfitness or temporary or definitive uselessness of the goods, due to any cause, also due to apparent vices or defects of quality  existing in origin or appeared later, except in the cases mentioned at art.9 of these general terms of sale.

 

ART.6 CLAUSE OF RESTRICTED PROPERTY  

6.1  OMBF transfers the full property of the goods sold to the Purchaser only after the full payment of the price agreed, till that moment the goods remain of exclusive property of   OMBF.

6.2  Till the full payment of the price the Purchaser is obliged not to alter, lease, give in use or pawn the  goods or remove them physically from the place of their original destination; besides, in case the Goods delivered to the purchaser were subject to precautionary measures or execution  requested by creditors of the Purchaser, the Purchaser commits himself to make the bailiff verify, submitting the present General Terms of Sale,  that OMBF has the full property of the Goods and, at the same time, to inform the latter so that they can take adopt the right and proper measures.  

 

ART.7 TRANSPORT OF THE GOODS

7.1 In case the goods are transported with the means of  OMBF:

a) The delivery of the goods is not performer on fixed days and times, yet according to the organizational needs of OMBF;

b) The Purchaser is obliged to wait for the arrival of the vehicle transporting the goods at the time and day indicated by OMBF, also arranging for 2 (two) people being present to facilitate the unloading of the goods, the availability of suitable means for the unload and the connections to the supplies needed for the operation of the machine.  

c) The amount of the transport costs with the means of OMBF will be charged in the invoice and will be net; in case the Seller is obliged to perform the transport many times, for causes imputable tot the Purchaser, the cost of the transport will be debited to the purchaser for the number of times that the transport is performed.  

7.2 In case the Gods are transported by the Forwarder chosen by OMBF:

a) OMBF commits itself to stipulate a transport contract of the Goods, to have them transported to the Purchaser’s address, choosing a Forwarder of its choice. If not agreed otherwise, the transport costs are for the Purchaser’s account.  

b) In case of transport of the goods performed by the Forwarder the Purchaser has no right to receive further notice of the departure of the goods and neither can refuse the delivery.  

c) After the delivery of the goods from the Seller to the Purchaser, the goods are intended delivered to the Purchaser and they travel at his risks and danger; in case that at the arrival at the Purchaser’s address the goods show defects or non correspondence to the order, the claims to the forwarder shall be noted in DDT (ex works) to avoid risk forfeiture. 

 

ART. 8 WARRANTY

8.1 All products marketed by the Seller are manufactured in compliance with the safety regulations provided for by the EU.  Therefore the conformity to the safety norms outside Europe on the products marketed by the Seller is excluded and any consequence deriving from said failure cannot be imputed to the Seller.  

8.2  The Purchaser who, after the delivery of the goods by the Forwarder, notices any vices and/or defects of quality visible and imputable to OMBF, is obliged to notify them to the latter within 8 (eight) days from their discovery to avoid the loss of the right of warranty. In any case this action falls in prescription 1 (one) year from the delivery of the goods at the Purchaser’s address.    

8.3   In case vices and/or defects are notified in the modes and terms provided for at art.  8 of these terms of sale, OMBF shall operate as decided by this company itself to solve the problems notified by the purchaser. The cost of the controls (travel, board and lodging, labor) made by the Seller in the Purchaser’s premises will be for his account if the Seller, at its indisputable judgment and on the basis of the results of the pre-testing performed before the delivery, ascertains that the vices and defects are imputable to the Purchaser. In this case, also all costs for the repairing of the goods will be for the Purchaser’s account, since any intervention under warranty shall be excluded.  

On the contrary, in case the Seller ascertains that the vices and or defects are due to poor workmanship, the cost of the controls (travel, board and lodging, labor) will be for the Seller’s account, without any additional cost for the purchaser.  

8.4 The Goods on which OMBF has ascertained the existence of apparent vices and defects of quality and that cannot be repaired in the Purchaser’s premises shall be sent to OMBF. Seller and Proprietor.

8.5  In case the Seller is not able to substitute a product under warranty (repairing or substituting it with an identical item), he can proceed, with the consent of the Purchaser, to substitute said product with another one with the same characteristics and value.   

8.6 No request for damages can be made by the Purchaser to the Seller for any delay in performing the repairing or substitution of products under warranty.  The warranty shall not be applied in case the Purchaser has made modifications or repairing to the Goods without the agreement of the Seller.

 

ART.9 PRICE and METHODS OF PAYMENT of the GOODS 

9.1  If not agreed otherwise between the parties, the Purchaser commits himself to pay the price of the Goods indicated by the Seller in the invoice through bank draft or transfer and at the expiring date stated.

9.2 In case of partial or total delayed payment of the invoice over 15 (fifteen) days from the expiring date, the Seller is, at his discretion and without the obligation to give prior notice, to: 

a) interrupt the performance of any current order  for the Purchaser; 

b) recall any rights to discount in favor of the Purchaser;

c) ask at any moment  for the unpaid Goods to be returned and/or to refund the damage.  

9.3 The cost of the packing is excluded from the sales price and is indicated in the sales invoice.  

9.4 The Purchaser has no right to raise claims concerning the content of the price list of the Seller, the technical sheets and the related drawings, the minimum invoicing amounts of every single item, since these prices are regarded as read and known by the Purchaser.     

 

ART. 10  LEGAL TERMINATION  

10.1 On the other side, the contract will be regarded as terminated by right with immediate effect and without any necessity of cancellation and/or notice in the following cases:   

  • one of the parties is submitted to one of the  bankruptcy procedures provided for by the law;
  • cessation of the formal requisites requested by the law and owned obligatorily for the activities subject of this contract;
  • in case of  failure to fulfill its commitments by one of the Parties: in that case the resolution can be requested only by the not-guilty party;
  • failure to pay the invoices for over 3 months from their expiration even if they are object of claim .

10.2 In case one of the parties is in condition of patent economical difficulty, easily ascertainable, with evident risk not to be able to execute the counter performance, the above party is obliged to inform the other party with a document in writing bearing a date certain; the failure to comply with this will lead to the resolution of the contractual right. The latter, after receiving the notification, will be entitle to immediately interrupt the execution of its performances for a maximum period of 6 months, and shall inform about this interruption the counterparty always in writing and with a date certain. After the period of interruption stated and communicated has expired, if the difficulties in the patrimonial situation of the party toward which the execution of the performance has been interrupted still persist, the contract is intended cancelled by law.   

 

ART. 11 COMMUNICATIONS AND NOTIFICATIONS 

11.1 All communications and notifications, concerning in any aspect these general terms of sales, shall be send in written form to the following addresses by mail (also email) or fax:

 A) O.M.B.F. Snc dei F.lli Bene with legal seat in Canelli, Regione San Giovanni n.57, telephone and fax +39 0141.831252, email address info@ombf.it, pec: ombf@pec.ombf.it

B) The address of the Purchaser shall be communicated to the Seller at the moment of undersigning this document.  

11.2 Every party shall inform the other party in writing the change of its seat.  

 

ART. 12 EXCLUSIVE PLACE OF JUSRISDICTION AND APPLICABLE LAW 

12.1 The parties agree that for any litigation concerning the interpretation or execution of this contract, the place of jurisdiction will exclusively be the Court of Asti.  

12.2 Applicable law; for all clauses not expressly mentioned reference is made to the Italian Legislation.  

 

ART.13   FINAL CLAUSES

13.1 These general terms of sales shall substitute any other and previous agreement, negotiation, in writing or spoken, stipulated between the parties and  concerning the activity subject of the contract. Any modification or integration of this contract will become effective only if in writing and signed by both parties.  

13.2 It is expressly forbidden to both parties to transfer to third parties the rights and obligations deriving from the acceptance of these general terms of sales.