Update 04 April 2023

In these General Conditions of Sale, the following words and expressions, unless the context requires a different interpretation, will have the following meaning:
•    “SUPPLIER” refers to WDE MASPELL SRL, with its registered office in Strada di Maratta nr.1 Int. 7, 05035 Narni (TR) – Italy;
•    “CUSTOMER” refers to the company the purchase order is received from and/or the company who request an offer;
•    “SUPPLIER’s personnel” refers to persons directly employed by SUPPLIER or personnel assigned and authorized to act in the name and on behalf of the SUPPLIER.
•    “CUSTOMER’s personnel” refers to persons directly employed by CUSTOMER or personnel assigned and authorized to act in the name and on behalf of the CUSTOMER.
•    “SUPPLIER’s Offer” refers to the offer/quotation send to Customer by SUPPLIER. 
•    “Order Confirmation” refers to the SUPPLIER’s definitive confirmation of the order, received by the CUSTOMER.
•    “Sales Contract” or “Contract of Sale” refers to the Order Confirmation, issued by the SUPPLIER and signed by the CUSTOMER, or other cases regulated by these General Condition of Sale.
•    “Testing” refers to the test of products and its components correct functioning, executed by the SUPPLIER at its manufacturing site before the delivery to the CUSTOMER.
•    “Installation” refers to the assembling phase of the product, executed at CUSTOMER’s site and at CUSTOMER’s care and charge, with the assistance of one technician/engineer of the SUPPLIER, if expressly provided by the Order Confirmation.
•    “Commissioning (Start-Up)” refers to the final functioning and starting test, better described under clause 5.3, executed by the SUPPLIER at CUSTOMER’s site.   
2.1 All the sales and supplies made by the SUPPLIER will be exclusively regulated by these General Conditions of Sale. The CUSTOMER’s acceptance of any offer is limited to these General Conditions of Sale.  
2.2 The Parties assign to these conditions a privileged and strengthened efficacy, therefore any supplementary and/or different word or condition will be part of the Contract between the CUSTOMER and the SUPPLIER only if agreed in writing by Parties. These General Conditions of Sale will prevail over any general rules submitted by the CUSTOMER. The SUPPLIER’s acceptance of any purchase request by the CUSTOMER is expressly conditional to the CUSTOMER accepting these General Conditions of Sale.

3.1. Any order, order proposal, or supply request forwarded to the SUPPLIER will not represent an invitation to make an offer, being the SUPPLIER free to accept or refuse the order according to the SUPPLIER’s unquestionable judgement.
The Sales Contract will be deemed concluded only after that the Order Confirmation as well as the present General Conditions are signed by the Parties. 
It is been understood that, if the Sales Contract requests an advanced Payment, or if the payments conditions provide for a Letter of Credit and/or Bank guarantee, or if the purchase is agreed through a Leasing formula, the Sales Contract will be considered concluded at the moment of the signature of the Order Confirmation by the CUSTOMER, but the SUPPLIER’s obligations shall be binding only with the receipt of the above-mentioned documents/payments.  
3.2. In absence of different agreement by and between Parties, the CUSTOMER, with the acceptance of the Order Confirmation in accordance with article 3.1, is obliged to take delivery on time and to pay the agreed amount.
3.3. The CUSTOMER, by signing the Order Confirmation, acknowledges to have carefully examined the technical, functional and aesthetic features of the ordered products and to consider them suitable for the intended use, directly or indirectly, assigned to them.
3.4. SUPPLIER reserves the right to make all non-substantial improvements and changes to the Products that he deems necessary and which don’t compromise the correct and proper functioning of the products and its components.
4.1 The delivery terms are indicative and SUPPLIER, previously advance notice of 15 (fifteen) days, reserves the right to postpone, for a maximum of 60 (sixty) days the delivery date. Unless otherwise stated in writing, goods delivery is intended EX WORKS Supplier’s warehouse. Goods loading on truck is performed by SUPPLIER’s personnel at the CUSTOMER’s risk. 
4.2 Unless otherwise agreed in writing, all costs related to the transportation of the products are born by the CUSTOMER. Upon delivery to the CUSTOMER, to the shipper, to the carrier or to whoever is in charge of the transportation, the liability of whole or partial loss of the products is transferred to the CUSTOMER. It is understood that the product shall be considered delivered at the moment in which it is made available to the CUSTOMER in the SUPPLIER’s loading area.
Given the time lapse between the conclusion of the Sales Contract and the date of shipment, if transportation is organized by SUPPLIER, the SUPPLIER reserves itself the right to update the price of transportation, even after the conclusion of Sales Contract, previous demonstration and presentation of the proofs of higher costs incurred for the transport at the time of shipment.
4.3 If the CUSTOMER does not take delivery of the products within 15 (fifteen) days from the agreed delivery date (grace period) and pick-up notice, the SUPPLIER has the right, at his discretion, and at the CUSTOMER’s risk and expense, to stock the Products in its or third-party warehouse. In the above case, given the type, nature and size of the Products, all costs relating to loading, handling and unloading at the storage point will be charged to the CUSTOMER, upon presentation of suitable accounting documents certifying the costs incurred.  It is understood that all risks relating to damage and/or deterioration of the Products will be borne by CUSTOMER. 
4.4 Products referred to one specific Sales Contract are normally delivered as one single batch. Unless otherwise agreed, partial deliveries must be authorized and accepted by the SUPPLIER.
4.5 Notwithstanding the above clauses, the SUPPLIER reserves the right to suspend or extend delivery date in the following case: 
a)    should the CUSTOMER not communicate to the SUPPLIER the information that are necessary to perform the supply;
b)    should the CUSTOMER answer late to the request of information, drawing, and or executive lay-out approval, made by the SUPPLIER;
c)    should the CUSTOMER have outstanding payments even if deriving from previous and different contracts of sale; 
d)    should the CUSTOMER not establish Bank Guarantees or Irrevocable documentary credits, Leasing Agreement if any, according to contract terms and/or within the agreed time;
5.1. All Products are tested by SUPPLIER at Manufacturing site before the delivery.
5.2. The CUSTOMER has the right – provided 7 days written notice to the SUPPLIER - to inspect and verify personally or through authorized representatives and at his costs the Products ready for delivery in accordance with article 4.1. Such inspection shall be executed before the loading and during normal working time.
5.3 INSTALLATION and COMMISSIONING: after the delivery at the CUSTOMER’s place or in any other location different from the CUSTOMER’s location and previously agreed In Writing by the Parties, it is provided the Installation and the Commissioning phase (also called Start-up), that include:
-    support to the installation of the equipment, by one technician/engineer of the SUPPLIER;
-    training to the CUSTOMER’s personnel who will normally operate the equipment;
-    blank test (that is, functioning test without wood).
5.4 The commissioning phase price, as well as the costs related to the SUPPLIER’s engineers or technicians, are showed in the offer and/or in the Order Confirmation.
The Commissioning phase commencing date will be agreed by the Parties: anyway, it will begin within 30 days after the installation of the equipment is completed. The SUPPLIER will duly and on-time communicate to the CUSTOMER, in writing, all the predispositions (foundation requirements, electric and hydraulic connections, etc…) that are necessary to correctly install the equipment and, consequently, to begin the Start-up phase.
Commissioning phase is considered terminated, even for the purpose of payments, with the formal acceptance of the CUSTOMER, through the signature of the appropriate document called “Receipt and Start-Up Report”, except as provided at point 8.2 sub a..

6.1 The price of the Products is based on the dedicated quotation, net of VAT and taxes, agreed upon, except for special conditions negotiated in advance and confirmed in writing by the SUPPLIER in the Order Confirmation signed by the CUSTOMER.
6.2 Standard packing suitable for shipment is included in the price. Any special packing required by CUSTOMER is separately quoted and charged accordingly.
6.3 Unless otherwise agreed in writing, the prices of the Products are “EXW - Ex Works” SUPPLIER’s premises. Taxes, stamps, custom duties and any other supplementary cost are not included in the prices. Unless an exception is made, such costs and expenses will be at CUSTOMER’s charge and, in case they are paid by the SUPPLIER, their amount will be invoiced to the CUSTOMER.

7.1 The payment terms are agreed and confirmed between the SUPPLIER and the CUSTOMER trough negotiations and contained in the Order Confirmation signed by CUSTOMER.
7.2 Unless otherwise agreed in writing the payment will be made through bank transfer, on the bank account that will be indicated by the SUPPLIER, before the delivery of the goods and net of any finance charges and/or bank fees, which will always be understood to be borne by the Client.
7.3. If a down payment is required, it is understood that is attributable to cover the costs incurred by SUPPLIER for design, procurement of raw materials, advances for suppliers. Consequently, in case of termination of the Sales Contract for any reason not attributable to it, the SUPPLIER, without prejudice to the right to compensation for further damages, has the right to retain the sum received at down payment title.
7.4 If the Payment will be made by Letter of Credit, the Letter of Credit shall be issued by a first-rate bank, shall be irrevocable and confirmed by the SUPPLIER’s bank. In any case the conditions of the letter of credit will be agreed by the SUPPLIER and the CUSTOMER in advance.
7.5 Currency: unless otherwise specified in writing all prices are in EURO (€).
7.6. Should an agreement be reached on extended payments, and an instalment not be paid on time, the SUPPLIER will be entitled to require the payment of the whole amount, without considering the CUSTOMER’s payment deadline. 

8.1. the following penalties are applicable to SUPPLIER only in case of:
a.    delay of delivery of the equipment caused by SUPPLIER;
b.    delay of the Start-up/Commissioning phase caused by the SUPPLIER;
The above-mentioned penalties are determined at a rate of 0.3% of the Sales Contract Price for each completed week of delay, with a limit of 3% of the total Contract Price. The above penalties are the only applicable penalties to the Sales Contract for delay imputable to SUPPLIER and CUSTOMER does not have the right to request payment of other penalties, compensation or reimbursements for direct or indirect damages, or loss of production.
8.2. If, once the technician and/or engineer has arrived at CUSTOMER’s place to begin the Start-up and it cannot be executed or completed within the agreed terms or, anyway, it is delayed for causes not attributable to the SUPPLIER (as no exhaustive example, in case of lack, or delay, of the necessary predispositions mentioned under point 5.4):
a.    the SUPPLIER has the faculty to interrupt the Start-up process and to recall its personnel back to its headquarters. In this case, the Start-up phase will be intended as completed for the purpose of payments. However, in this case a new Start-up date will be agreed between the parties, and the new costs of the SUPPLIER’s personnel labour, travel and expenses, will be exclusively at customer’s charge.
b.    Alternatively, the SUPPLIER has the faculty to charge the customer at the rate of 800 € per each additional day, per technician/engineer, plus the expenses and the travel plan change’s costs.
9.1. In any case, the product ownership is handed to the CUSTOMER only upon the total payment of the price. Should the price not be paid, the SUPPLIER will expressly have the right to claim the ownership of the products and/or the payment also towards third parties and keep the eventual prepaid amount on compensatory basis.

10.1 The SUPPLIER provides 12 months warranty for Products starting from the date of completion of the COMMISSIONING (START-UP) and in any case if the defects are denounced pursuant to the terms indicated in this art. 10. A special warranty of 10 years is given on the Stainless-Steel inside-walls of cell (the cell is intended as the main body of the equipment) only: this warranty expires if chlorides are introduced in the cell. The SUPPLIER guarantees the absence of faults and defects in relation to the materials or manufacture of the Products as well as the compliance of the Products with the technical specifications provided by the SUPPLIER and/or expressly approved by the SUPPLIER that have been expressly agreed in writing.
10.2. The warranty commences from the date of completion of the COMMISSIONING (START-UP) of the Products. Missing a formal evidence of the completion of the COMMISSIONING (START-UP) of the Products, the warranty is considered starting from the delivery of Products.  
10.3 Any complaint related to a defect must be notified in writing to SUPPLIER within 7 (seven) days from the date of discovery but, in any case, within 12 months from the beginning of the Warranty validity period.
In order to allow the SUPPLIER the verification of the complaint the CUSTOMER, at SUPPLIER’s request, shall send at its cost the defective part of the Products to the SUPPLIER. If SUPPLIER needs to verify the Products directly on site, all the costs will be at SUPPLIER charge only if the defects are under warranty. Otherwise, the CUSTOMER will sustain al the costs related to the intervention on site. 
The SUPPLIER, after verification of the complaint and confirmation that the defect is covered by warranty, will either replace or repair the Products or components at no costs for the CUSTOMER. 
If the defect is not under warranty, all relevant costs born by the SUPPLIER will be at CUSTOMER’s charge. Consequently SUPPLIER, before to proceed with the reparation shall send a quotation for the reparation that shall have to be accepted by the CUSTOMER, in order to enable the SUPPLIER to execute the reparation work. 
10.4 The warranty is exclusive and replaces any other written, oral or implicit form of guarantee to which, by accepting these General Conditions, the CUSTOMER expressly declares to renounce.
10.5. The SUPPLIER will not be liable for faults, defects or lack of quality of the Products deriving from  i) incorrect assembly or installation of the Products, ii) improper use of the Products by the CUSTOMER, iii) intervention of unauthorized personnel iv) repairs, tampering or modifications made to the Products, without the prior written consent of the SUPPLIER, v) negligence or inexperience of the CUSTOMER and/or customers of the latter, vi) normal wear and tear, poor or insufficient conservation or maintenance of the Products, or vii) failure to comply with the instructions for proper use and maintenance, as well as the safety warnings contained in the Manual of Use and Maintenance of the product.  
10.6 Under warranty obligation and upon acceptance of said complaint, within the limit of the present Conditions of Sale, the SUPPLIER commits to replace and/or repair the faulty product without any further refunding obligation deriving from direct and/or indirect and/or subsequent damage deriving to the CUSTOMER or any third parties due to product defects.
10.7. In order to allow the SUPPLIER to intervene on the Products sold and installed, the CUSTOMER shall ensure a stable connection to the internet in order to allow the SUPPLIER’s necessary check and/or interventions.  The above internet connection is an essential requirement, failing which the warranty is not recognized.

11.1 The SUPPLIER is committed to ensure that the Products are safe and reliable for the CUSTOMER and/or the end-user in the application the product is intended for. 
11.2 The liability shall not apply in any case to indirect damages, not expectable and however for circumstances other than those the warranty can be applied to.

12.1 Without prejudice to any other remedy available to it, the SUPPLIER will have the right to terminate, previous written notice, with immediate effect, any Sales Contract concluded on the basis of these General Conditions, in case of violation by the CUSTOMER, and if said violation is not remedied by the CUSTOMER within and no later than 15 (fifteen) days following receipt of the notice to fulfil sent in writing by the SUPPLIER, in case of the following events:
a.    failure to honour terms of partial payments delayed more than 15 days;
b.    failure to provide the Letter of Credit and/or the Bank Guarantee within the agreed terms, if any;
c.    failure to provide the leasing Agreement within 30 days from the date of the Sales Contract, if any;
d.    failure to collect the goods beyond 30 days from the expiry of the grace period mentioned in the above art. 4.3.
12.2.  It is understood that in all the events of the above art. 12.1 the SUPPLIER shall be entitled to retain any sum received at down payment title.
13.1. The CUSTOMER commits to keep confidential and not to disclose to third parties any and all information or technical data relating to the purchased products, as well as any administration or commercial information relating to the assets Sales Contract (price, terms of payment and warranty etc.), when this is not strictly necessary for the legal use of purchased assets.

14.1. The purchase of products as well as any direct or indirect use of SUPPLIER’s IPR (as no exhaustive example trademarks, trade names, design) shall not give rise to any transfer to the CUSTOMER of any industrial or intellectual property right on sold products, which shall remain the SUPPLIER's right. 

15.1 The SUPPLIER will not be liable to the CUSTOMER for any non-fulfilment  or failure to its obligations caused by events beyond the SUPPLIER's reasonable control such as, by way of example and not limited to, union actions, strikes, transport difficulties, natural events, pandemics, imposed lockouts by public authorities, wars, street riots, administrative seizure measures, embargoes, laws or regulations of any territorial body or administrative authority, failure or delay in deliveries of processing materials by suppliers due to events beyond the reasonable control of the SUPPLIER.
15.2. If SUPPLIER’s performance is delayed more than 120 days due to such event or series of events, the Parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable. If Parties don’t achieve an agreement about the above reduction of the Force Majeure’s event, the Contract will be considered terminated.
15.3. In case of termination due to Force majeure according to previous art. 15.2. SUPPLIER shall not be considered in breach of the Contract and the CUSTOMER shall not be entitled to ask damages and/or any other sum at any title.  

16.1 In any case the SUPPLIER shall not be liable for any unlawful conduct of the CUSTOMER and/or end user.
16.2 Possible concessions by the SUPPLIER, expressed or implied waivers to act, even repeated, in case of breaches or defaults of the other Party cannot constitute a precedent or undermine the validity of clauses disregarded and or other clauses of this Agreement, nor will result in the loss of the right of the SUPPLIER to enforce its rights.
16.3 CUSTOMER shall not assign the Sales Contract, neither in its entirety nor in its part, without a prior written authorization by SUPPLIER. It is hereby agreed upon that, in the event of assignment, the CUSTOMER shall not be released from its obligations towards SUPPLIER. 
16.4 If Sales Contract is written in several languages and there are any discrepancies between languages, the text in English will prevail.

If any provision of the present General conditions of Sale shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.   

18.1 The Sales Contract shall be governed and construed in compliance with Italian law.
19.1 In case CUSTOMER legal seat is in EU (European Union) and EFTA (European Free Trade Association) Countries or  Brazil, Argentina, China, Kuwait, Turkey, Egypt, Lebanon, Morocco, Tunisia, Moldavia, CSI (Armenia, Azerbaijan, Byelorussia, Russian Federation, Kazakhstan, Kirghizstan, Moldavia, Tajikistan, Uzbekistan), any dispute arising out or in connection with the validity, performance or interpretation of this General Condition of Sale and/or relate to any Sales Contract  shall be subject to the exclusive jurisdiction of the Courts of  Terni, Italy.
19.2 In case CUSTOMER legal seat is in Countries other than the Countries listed in the above art. 19.1., any dispute arising out of or in connection with the present contract or with any Sales Contract shall be settled by arbitration under the Rules of the Chamber of Arbitration of Milan (the Rules), by a sole arbitrator, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The Arbitral Tribunal shall decide in accordance with the rules of law of Italy. The seat of the arbitration shall be Milan. The language of the arbitration shall be English. The award of arbitration shall be final and binding between Parties.
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