General Terms and Conditions

1. The following general trade terms and conditions shall be applied to all the Contracts between Seller (E.P.M. SpA) and Buyer; any other inconsistent term and conditions hereof will be considered invalid.
2. The trade terms known as Incoterms – 2000 Edition – shall be applied in the a.m. contracts, where the Seller’s conditions are not express.
3. The price of the goods, according to the Seller’s order confirmation, is VAT (Value Added Tax) net. Buyer shall make payment in accordance with the invoice terms. All bank charges shall be for the account of Buyer. In case of any delay in payment of any amount due to Seller, Buyer shall pay interest on such amount from the due date until payment at the rate determined by Seller to be three (3%) above Prime Rate Interest.
4. Buyer shall in addition to the price of the goods specified on this Contract (“Contract Price”) pay all taxes, duties and other fiscal dues in respect of the sale of goods, including (but not limited to) VAT (Value Added Tax) and customs duties. All payments under this contract shall be made by Buyer free and clear from any deduction and from any set-off or counter-claim of any kind to which Buyer might otherwise be entitled.
5. Buyer shall properly check the goods on delivery. Any claim (defects, missing quantity, etc.) shall be notified to the carrier of the goods, signing C.M.R. document.
6. All the claims connected to defects, missing quantity, price difference etc. shall be notified by Buyer to Seller within thirty (30) days after the arrival of the goods, providing samples on request. Seller will consider only the written claims (fax, e-mail etc.), containing full particulars of the claim itself; quantities will be based on packing lists or freight documents.
7. Seller, for any claim of Buyer considered valid, can decide to substitute the claimed material, after receiving back the same, or in alternative to credit in Buyer favour an acceptable price difference. Seller shall not in any circumstances be liable to Buyer for any incidental, indirect, consequential or special loss or damage.
8. Notwithstanding any other provision of this contract (express or implied) property in the goods shall not pass to Buyer until the date on which all amounts outstanding from Buyer to Seller on any account whatsoever have been unconditionally paid in full by Buyer to Seller by the unconditional receipt of cleared funds by Seller .
9. Seller will guarantee the material supplied to Buyer in terms of compliance with provided specifications.
10. Seller can modify brands, packaging of the material to be supplied.
11. In the event that the performance by Seller of its obligations hereunder is prevented by FORCE MAJEURE, directly or indirectly affecting the activities of Seller, Seller shall not be liable for loss or damage or failure or delay in performing its obligations under this contract and may, at its options, extend the time of shipment of or delivery of the goods and/or cancel uncondiotionally and without liability the unfulfilled portion of this contract to the extent so affected.
12. If the goods are to be delivered FOB, FCA, EXW or in any other way on Buyer’s charge, risk of loss of, or damage to, the goods shall pass from Seller to Buyer.
13. This contract shall be governed by and construed in all respects in accordance with the laws of Italy. Buyer submits to the jurisdiction of the Milano courts for the settlement of disputes arising under or in connection with the contract itself.

EXW: ex works
FCA: free carrier
FOB: free on board