Clause 1 - FOREWORD
Consignments will be carried out only according to what has been specified in Cinemeccanica Confirmation of Order and they are subject to the general conditions herebelow specified, unless exceptions are made and explicitly agreed upon by writing.
Upon the receipt of an order, Cinemeccanica will have 30 days’ time for passing on their order acceptance and during that period the order cannot be cancelled by the Buyer.
Clause 2 - PRICES
Prices are to be considered according to the terms expressly specified in the confirmation of order. Prices do not include services or charges which were not stated in the confirmation and, particularly, duties and taxes in force in the place to which the goods have been despatched.
If a rise of production costs occurs due to an increase of the price of raw materials, of the labour cost or any other charges, prices will be increased accordingly. Packing materials cannot be returned.
Clause 3 - PAYMENT TERMS
The payment of the goods is to be made as expressly specified in the confirmation and sent to Cinemeccanica address.
Should a draft payment be agreed upon, discount interest, expenses and any commission are for account of the Buyer. Interest will be counted at the Italian official rate of discount, increased by six units.
Under no circumstance and for no reason, Buyer can delay payments beyond the negotiated dates, particularly in case of delay either in the delivery of the goods or in equipment assembling, or in case of any other kind of dispute. In case of delayed payments, interest at the Italian official rate of discount plus six units will be charged with full right and without granting a period of grace, and for this reason the Buyer is not entitled to delay his payments, excepted any action of the Seller to compensate any further damage due to the delayed payment.
Even in case of payment by draft, the place of payment always is the domicil of the Seller according to the clause 1182 3c and 1498 3c in Civil Code.
Clause 4 - OWNERSHIP
Cinemeccanica keep ownership upon all goods supplied by them until the full payment has been made. Should the Buyer act in such a way to prejudice Cinemeccanica right of material rivendication, unless Cinemeccanica explicitly approve the Buyer’s action by writing, law sanctions can be applied against him. So until the full payment has not been done, the goods totally owned by the Seller, cannot be transfered for any right to third party, or moved from the facility of the Buyer without written permission of Cinemeccanica S.p.A.
The agreement of retention of title and the sale agreement registration costs and the insurance will be at the Buyer charge.
The Buyer takes charge to preserve the goods supplied with the utmost care and to insure them against fire and larceny risks in favour of Cinemeccanica S.p.A. at the purchasing value.
The parties agree that lack of compliance with this obligation causes the cancellation of the contract, with the exception of the compensation of any damages.
Clause 5 - CONSEQUENCE OF NON-PAYMENT
Under no circumstance and for no reason, Buyer can suspend payments. In case of delayed payment, the non-payment of one instalment will entitle the Seller to consider the Buyer no longer benefited by the possibility to pay by instalments, and to ask the immediate payment of the total amount or to deem the contract cancelled without giving public notice or putting suit.
In this case the Seller will be entitled to withdraw or resell the goods, if necessary, compelling the Buyer to return them immediately. The amount already paid and the outstanding instalments are due to the Seller as indemnity for depreciation, wearing of the goods, and as compensation of any damages, with the exception of further compensation for abnormal wearing, declaring on this matter to renounce expressly to what is provided by the clause 1526 in Civil Code.
Clause 6 - DELIVERY
Delivery starts the date when any detail of delivery of the contract has been approved, or when an advanced payment, if agreed upon, has been received. It shall be the duty of Cinemeccanica to postpone delivery whenever the Buyer fails to keep his contractual obligations, and particularly:
- if payments are not made on the due dates;
- if the Buyer does not provide Cinemeccanica with all the necessary information to carry out a consignment and does not approve drawings and schematics promptly, whenever such an approval is required;
- if the Buyer amends the order while the materials are being prepared;
- if the Buyer does not supply in time those items that should be provided by him;
- if delays are experienced beyond Cinemeccanica’s control, including delays from sub-suppliers;
- if the postponement of the delivery is due to circumstances beyond everybody’s control.
According to Clause 1510 in Civil Code, delivery is ex works and is considered as carried out by Cinemeccanica when the goods have been taken up by the Buyer or by the shipping agent, even if the price includes transport charges or if Cinemeccanica has undertaken to install the equipment. However, if Cinemeccanica have not delivered a consignment for reasons beyond their control, the goods are considered as delivered by a simple notice in writing that the materials are ready. After delivery, all risks on the materials are for account of the Buyer and Cinemeccanica are entitled to charge the Buyer with storing, maintenance, insurance expenses, etc. when the delivery has been delayed due to reasons beyond Cinemeccanica’s control.
The goods are despatched at the Buyer’s risk even when delivery has been carried out “freight prepaid”.
Clause 7 - GUARANTEE
Cinemeccanica guarantee reliable quality and manufacture of their materials committing themselves, during the guarantee period herebelow specified, to repair or replace free of charge those parts which should prove to be defective due to the bad quality of the material or to manufacturing defects or imperfect assembling (when this has been made by Cinemeccanica themselves).
Cinemeccanica will not recognize the guarantee on natural wearing, troubles caused by lack of skill or negligence from the Buyer, equipment overwork beyond contract limits, unauthorized assistance, service made or required by the Buyer and on accidental losses or circumstances beyond Cinemeccanica’s control.
Whenever an equipment is to be despatched completely disassembled owing to manufacturing or carriage necessities, Cinemeccanica will not guarantee such an equipment unless the assembling is carried out by them.
The guarantee covers a period of 12 months from the delivery time as specified under Clause 6, and it ends after twelve months even if the equipment has not been put into operation.
A quick assistance under guarantee from Cinemeccanica depends upon the Buyer’s compliance with payment conditions.
Repair or replacement under guarantee will be carried out at Cinemeccanica works or by a third party or on the spot according to Cinemeccanica decision. In case of repair or replacement to be made on the spot, the Buyer shall at his own cost and care provide Cinemeccanica staff with all facilities and auxiliary staff that should be necessary, and also with all accessory construction, smith, carpenter works.
Nothing is due to the Buyer for the period during which the equipment has not been working. He cannot claim damages on direct or indirect accidents due to what specified under the first paragraph of this Clause. Neither can he claim repair or replacement.
Replaced parts are Cinemeccanica property and should be returned by the customer, carriage free.
Cinemeccanica products or pieces cannot be returned for repair or replacement without their previous authorization.
All material transports consequently to Cinemeccanica assistance under guarantee are at charge and risk of the Buyer.
As far as the parts bought by Cinemeccanica from sub-suppliers are concerned, same guarantee conditions as granted to Cinemeccanica apply for the Buyer.
All materials and parts subject to continuous wearing, overvoltage dischargers and optical materials are not covered by this guarantee.
Clause 8 - DISPUTES
Any dispute will be settled by the Court in Milan, even in case of payment by draft.