With regard to these general conditions of sale (hereinafter “Conditions of Sale”), the terms listed below shall have the following meaning:
ACM: A.C.M. S.r.l., headquartered at Via A. Einstein 7, Novellara (RE), Italy
Customer: any company, body or legal entity which purchases products from ACM; for purchases via resellers, they shall also be considered the end customer:
Products: the goods produced, assembled and/or sold by ACM
Services: all sales and after-sales services provided by ACM
Order(s): each offer to purchase products and/or services sent by the customer to ACM exclusively via fax, e-mail, or in any case in writing
Sale: each sales contract established between ACM and the Customer following the customer's reception of the written order confirmation from ACM
Intellectual Property Rights: all intellectual and industrial property rights held by ACM, including but not limited to, rights relating to: patents for inventions, designs or models, utility models, brands, know-how, technical specifications, and data, whether such rights have been registered or otherwise, as well as any application or registration relating to such rights or any other right or form of protection of a similar nature or with an equivalent effect
These Conditions of Sale shall apply to all sales of products and/or services. In the event of disagreement between the terms and conditions in these Conditions of Sale and the terms and conditions established in the individual Sale, the latter shall apply.
ACM shall not be bound by the customer's general conditions of purchase (hereinafter “GCP”), even in the event that they are referred to or contained in the orders or in any other documentation from the Customer, without prior written agreement from ACM. GCP shall also not be binding on ACM by tacit consent.
ACM reserves the right to add, amend or delete any requirement to/from these Conditions of Sale, and it shall be understood that any such additions, amendments or deletions shall apply to all Sales completed beginning on the thirtieth day following notification of the customer of the new Conditions of Sale.
3) Orders and Sales
The customer must send ACM specific orders containing the description of the Products, the quantity required, the price and the requested delivery terms. The order must be made in writing via fax, email or electronic means; ACM shall not be held responsible for any errors or mistakes due to orders placed by telephone.
The sale shall be considered confirmed: (i) When the customer receives written confirmation from ACM (via email, fax or electronically) in conformity with the terms and conditions of the Order (ii) or, in the event that the customer receives written confirmation from ACM containing terms which differ from those contained in the order, after two working days from the date of receipt of such confirmation with different terms without ACM receiving written notification by the customer of the same (iii) or, in the event that ACM does not provide written confirmation, upon delivery of the Products to the customer. The order confirmation must be signed and stamped by the customer for acceptance.
Orders accepted by ACM may not be cancelled by the Customer without written confirmation from ACM.
4) Product Pricing
The prices of the Products shall be those indicated in the ACM price list valid at the time the Order is sent by the customer, or if the Product is not contained in the price list or the price list is not available, those indicated in the Order and confirmed in writing by ACM upon acceptance of the Order. Unless otherwise agreed in writing between the parties, the above-mentioned prices shall be calculated ex-works and net of VAT and discounts. These prices do not include costs for Packing, shipping and transport from ACM premises to other destinations, unless otherwise specified.
ACM shall retain ownership of the Products until the applicable price is paid in full. The Customer shall take all measures required by local law to ensure this title clause is valid and applicable with regard to all third parties, including registration in any and all applicable registers, where required locally.
ACM reserves the right to unilaterally modify the prices contained in the price list without prior notice and with immediate effect in the event that such changes are due to circumstances outside of the company's control (for instance, and purely as an example, due to increases in the price of raw materials, labour costs or exchange-rate fluctuations). In all other cases, modifications shall be communicated to the Customer and shall take effect from the thirtieth day after the date in which the Customer is notified of such changes, or alternatively, on the date agreed upon in writing between the parties.
5) Delivery Terms
Unless otherwise agreed upon in writing between the parties, ACM shall deliver the property EXW (ACM plant), as this term is defined in the most recently published version of the INCOTERMS 2010 in force at the moment of delivery.
ACM shall organise transport of the Products only when explicitly requested, and the risk, costs and expenses shall remain the responsibility of the Customer.
Delivery must occur within the terms indicated in the order, as accepted in the order confirmation. The delivery terms are approximate and are not essential terms pursuant to article 1457 of the Italian Civil Code, and in any case do not include delivery times.
Except as provided for in the preceding point, ACM shall not be held responsible for delays or failures in delivery due to circumstances outside of its control, for instance (purely as an example, and not limited to) the following:
Inadequate technical information or inaccuracies or delays by the customer in providing ACM with information or data necessary for product shipment
Difficulties in obtaining supplies of raw materials
Problems linked to order production or planning
Partial or total industrial action, power cuts, natural disasters, measures imposed by the authorities, transport difficulties, terrorist attacks, disorder and any and all other examples of force majeure
Delays by the forwarding agent
The occurrence of any of the events listed above shall not entitle the customer to compensation of any kind.
6) Installation and Use of the Products
The customer is required to inform themselves of any requirements to obtain permissions, licences or authorisations due to legislation applicable to the place of installation before carrying out sale and installation of the product. All related expenses shall be borne by the Customer.
Installation is the responsibility of the Customer, who must assess the feasibility of the chosen location and satisfy all necessary safety requirements.
ACM wishes to highlight that its products are designed and manufactured in conformity with product and sector standards and regulations in force at the time of sale; the only permitted use of the product is therefore that specified in the use and maintenance manual. All instructions in the use and maintenance manual provided with the product must obligatorily be followed in order to guarantee the safety of operators and bystanders, as well as to maintain the validity of the warranty.
Improper use of the products, tampering with them or incorrect installation will void the warranty, as provided for by law.
Unless otherwise agreed upon in writing, transport shall always be at the Customer's expense and risk. In the event that ACM is requested to organise transport of the Products, ACM shall choose the method of transport it considers most appropriate unless specific instructions are provided by the Customer.
Payment must occur within the terms indicated in the order, as accepted in the order confirmation.
Failure to make payment by the agreed deadline shall entitle ACM to apply interest at the rate established by Italian Legislative Decree no. 231/02.
Payments missed or delayed by over 30 days shall entitle ACM to suspend delivery of the Products and terminate all outstanding Sales contracts. Suspension of delivery of the Products or Termination of Sales shall not entitle the Customer to make any claims for compensation.
Any complaints regarding the Products and/or delivery of the same shall in no case justify the delay or suspension of payments.
Any difference in the type and quantity of the Products delivered from that indicated in the Order must be communicated in writing to ACM within five days of receipt. If such notification is not received within the term specified above, the Products delivered shall be considered to conform to the order placed by the Customer.
Unless otherwise agreed in writing, ACM guarantees its products to be free of faults or defects (with the exception of product components not manufactured by ACM) for a period of one year from their date of delivery to the customer.
This warranty shall not apply to Products with faults/defects due to (i) Damage sustained during transport (ii) Negligent or improper use (iii) Failure to follow ACM's instructions for operation, maintenance and storage of the product (iv) Repair or modifications made by the Customer or third parties without prior written authorisation from ACM (V) Failure to use original spare parts or components
The warranty does not cover motors, electrical or electronic equipment.
The customer must notify ACM in writing of the presence of faults or defects within one week of delivery, for evident faults or defects, or within one week of the discovery of faults or defects which are hidden or not easily identifiable by an average person.
Any such products or components reported to ACM must be sent back to the company at the Customer's expense, unless otherwise agreed, in order to allow ACM to perform the necessary inspections.
Without prejudice to the provisions of article 9.3 above, and except in the event of gross negligence or misconduct, ACM shall not be held responsible for any damage due to and/or connected with product faults/defects. In any event, ACM shall not be held liable for indirect or consequential damages of any nature, such as, for example, losses or lack of earnings due to stoppages.
11) Technical assistance
Except in the exceptional cases listed below, technical assistance is entirely at the dealer's expense.
The dealer must make arrangements with an appropriate organisation able to solve any ordinary technical problems which may arise during the use of our products.
ACM will act as follows:
a)Free of charge : if the problem is due to manufacturing defects, on condition that the machine is still under warranty (see WARRANTY).
b)At the customer's expenses in all other cases.
Assistance requests to A.C.M. S.r.l. must be accompanied by the following :
Report drawn up by the distributor’s technician containing information on the fault and the operations performed by the technician themselves.
List of any spare parts required or replaced.
Model, serial number and date of delivery of the machine to be repaired or that has been repaired.
The customer shall bear the travel, room and board costs.
12) Intellectual Property Rights
Intellectual property rights are entirely and exclusively the property of ACM, and communication or use of the same in the context of these Conditions of Sale does not give the Customer any right or claim in this regard. The Customer agrees not to take any action incompatible with the legal ownership of such Intellectual Property Rights.
To that end, the customer hereby declares that: (i) ACM is the sole owner of the Brands (ii) They shall refrain from using or registering similar brands or any brands which could be confused with those of the company (iii) They shall use the Brands exclusively in compliance with ACM's instructions, and only for the purposes specified in these Conditions of Sale.
13) Express Termination Clause
ACM shall have the right, pursuant to article 1456 of the Italian Civil Code, to terminate individual Sales at any time by sending written communication to the Customer in the event of default with regard to the requirements provided for in articles: 4 (Product Pricing); 8 (Payments); 12 (Intellectual Property Rights).
14) Change in the Customer's Financial Situation
ACM shall be entitled to suspend fulfilment of the obligations deriving from the sale of products, pursuant to article 1461 of the Italian Civil Code, in the event that the Customer's financial situation should deteriorate to the extent that payment should be put at serious risk, unless sufficient guarantees are provided for.
15) Registered Office, Applicable Law and Place of Jurisdiction
The registered office and legal domicile of ACM is Via A. Einstein 7, Novellara (RE), Italy.
The Conditions of Sale and all individual Sales contracts shall be regulated and interpreted on the basis of Italian law, with the exclusion of the 1980 Vienna Convention on the international sale of goods.
All disputes deriving from or connected to these Conditions of Sale and/or individual Sales shall come under the sole jurisdiction of the Court of Reggio Emilia.
With the exception of that specified and agreed upon above, ACM reserves the right, when bringing legal action, to do so in the place of residence of the Customer in Italy or abroad.