1.1 The present General Terms and Conditions of Delivery apply to the rendering of our performances (services) for the customer, the delivery of the works produced by us and the sale of goods (hereinafter collectively referred to as "objects of performance").
1.2 General Standard Terms and Conditions of Business of the customer that are contradictory to, or deviate from, our General Terms and Conditions of Delivery will not be accepted, unless otherwise agreed in writing.
2.1 Our offers are revocable, i.e. they do not constitute a non-revocable offer to contract. All the supporting documents, which are annexed to the offer, are not binding, unless indicated otherwise in writing. Verbal/Oral agreements following conclusion of the contract are only valid if afterwards they are confirmed by us in writing.
2.2 The Customer when placing an order with NICHELCROM ACCIAI INOX SPA accepts the present General Terms and Conditions of Delivery.
3.1 The objects of performance are rendered in accordance with Italian law including European Union Law. Unless expressly agreed in writing, we will not check the accuracy and completeness of information and data placed at our disposal by the Customer, such as specifications and drawings.
4.1 Our terms of delivery are according to INCOTERMS 2010 published by the International Chamber of Commerce ("ICC") either FCA (Free carrier place of delivery our warehouse and/or premises), or CIF (Cost, Insurance and Freight named port of destination) or Ex-Works for movements within Italy. The provisions of Article 9 of the present General Terms and Conditions of Delivery related to Force Majeure also specifically apply to the above described delivery conditions.
5.1 The Customer undertakes to respect the European Union and Italian export control laws.
5.2 The Customer will, inter alia, ensure full compliance with the Common Foreign and Security Policy sanctions and embargoes currently in force by the European Union as well as with the laws, statutes and regulations by the United States of America with respect to embargoes and sanctions to the extent they are not incompatible with European Union law.
5.3 Subject to the above, the Customer will not sell, transfer, loan or render in any other direct or indirect manner available the products and/or the services related to the products (object of performance) to any individual, company, association or organization which is currently black listed by the European Union and/or a denied party by the United States of America with respect to embargoes and sanctions.
5.4 Should the customer wish to loan, sell or render in any other manner available the objects of performance to any client related to the military and para-military sector, he will make sure of having obtained all the relevant authorizations and/or licenses both in the country where he operates as well as, where applicable, in any third country including the European Union member states.
5.5 When using the objects of performance outside Italy, the Customer himself is responsible for compliance with the legal provisions applicable there. Within the framework of the scope permissible by law, we assume no liability whatsoever in the event of non-compliance.
6.1 The ownership and risk in respect of goods will be transferred from us to the Customer at the time at which the goods have arrived at the sites agreed with the Customer. In case no specific agreement with the Customer on such issue intervenes, the ownership and risk in respect of the goods will be transferred from us to the Customers at the time of their arrival at the storage or assembly or production or resell and distribution site of Customer.
6.2 Unless otherwise agreed, all prices are "FCA (Free Carrier) our warehouse" including loading but excluding packaging, freight, postage, insurance, unloading and other coverable risks. The value-added tax applicable to the prices is additionally to be borne by the customer, at the statutory level valid from time to time.
6.3 Payments are to be made as agreed in the order confirmation with a deadline starting from the date of our invoice, to our account and free of charge for us. NICHELCROM ACCIAI INOX SPA renders available trough its internet sites the relevant documentation to the Customer. More in detail, the following documents are available in digital format trough a protected area of such internet site: invoices, certificates as well as delivery notes. The Customer will be given access to such protected area via username and password which are not be shared with third parties and must be treated as confidential. The Customers undertakes to access such protected area of the Internet Site to obtain the above mentioned documents.
7.1 The customer has to examine the objects of performance immediately upon receipt and notify us of any defect discovered without delay, but within 30 days from the shipment date if the customer is based in Italy or in the European Union or within 60 days from the shipment date if the customer is based outside the European Union. This does particularly apply to obvious transport damages, as well as differences in identity and quantity.
7.2 If the customer fails to notify us, the objects of performance are considered to be approved, taking the defect in question into consideration, insofar as it is not a matter of a hidden defect.
7.3 Claims for defects of quality does not include defects which are attributable to failure to comply with installation, operating or maintenance instructions, or incorrect or unsuitable assembly, commissioning, treatment, use or maintenance, or use of unsuitable operating materials, or intervention in, or modification of, the objects of performance without our prior, written consent on the part of the Customer or third parties, or natural wear and tear, or the implementation of customer specifications or instructions by us.
8.1 The Customer is obliged to observe a duty of strict confidentiality with respect to any and all information originating from NICHELCROM ACCIAI INOX SPA (including, ideas, knowledge, trade secrets, information, procedures, materials, drawings, samples, etc.) that come to its attention in the context of the Agreement (and the performance of the Agreement) and that NICHELCROM has designated as confidential or in respect of which Supplier reasonably can presume that it is confidential in nature (to be referred to below as the ‘Confidential Information’).
8.2 The above does not apply to Confidential Information that must be disclosed by the Customer on the grounds of the law or a binding decision or decision that is not open to appeal that has been rendered by a court or another government body, in which case customer will notify NICHELCROM ACCIAI INOX SPA in that respect in writing in a timely manner, so that the scope of the disclosure by customer can be limited, in consultation with NICHELCROM ACCIAI INOX SPA, to whatever is strictly necessary.
9.1 Neither Party shall be liable to the other by reason of any delay in performing, or failure to perform, any of its obligations under the present General Terms and Conditions of Delivery if the delay or failure was beyond that Party’s reasonable control (including without limitation fire, flood, explosion, epidemic, riot, civil commotion, any strike, lockout or other industrial action, war, war like hostilities or threat of war, terrorist acts). Force majeure also specifically covers Article 4 concerning Delivery as specified in the present General Terms and Conditions of Delivery.
9.2 Force majeure includes trade restrictions under the European Union Common Foreign and Security Policy measures including but not limited to embargoes, denied and/or black listed parties as well as dual use legislation. It also includes the corresponding restrictions by the United States of America so long they are not incompatible with European Union law.
10.1 Any dispute, controversy or claim arising out of or in connection with this General Terms and Conditions, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce at the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC). The seat of arbitration shall be Stockholm. However, arbitrations hearings shall to the extent possible take place in Milan (Italy). The language to be used in the arbitral proceedings shall be English. Despite the above NICHELCROM ACCIAI INOX SPA is entitled at its own discretion to lodge claims to collect any receivable or debt owed to it by the Customer as well as to lodge any interim relief application before the Milan Tribunal in Italy.
10.2 The present general terms and conditions of delivery are controlled and regulated by Italian law which specifically also includes European Union law.
11.1 All personal data provided for by the Customer concerning transactions regulated by the present General Terms and Conditions of delivery will be treated in accordance with Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data as currently in force as well as with the Italian Legislative Decree 30 June 2003, n.196 (Italian Code on the protection of personal data as currently in force). The provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) are applicable as soon as such Regulation will enter into force.
Should any inconsistency arise between the present general terms and conditions of delivery in English language and their Italian version, the English version shall prevail.