What are MIC spa's General Terms and Conditions of Sale and Supply?
GENERAL SUPPLY CONDITIONS of MIC Spa
1. Applicability of these General Conditions
1.1 These general conditions (hereinafter "GC"), unless expressly waived in writing by Manifattura Italiana Cucirini Spa (hereinafter "MIC"), form an integral part of all contracts for the sale, in Italy and/or abroad, by MIC, of products (hereinafter "Products") to purchasing companies (hereinafter "Buyer/s"). All offers, order confirmations, deliveries, and invoices from MIC are deemed to be made in accordance with these GC, unless expressly waived in writing by MIC.
1.2 These GC are deemed accepted by the Buyer, even if they differ from any general purchasing conditions prepared by the Buyer. The latter will not bind MIC in any way unless expressly accepted in writing by MIC.
2. Formation of the Contract – Order Acceptance
2.1 Each sales contract shall be deemed concluded at the moment the Buyer receives, from MIC, the written confirmation of the order sent by the Buyer (an order that must be strictly in written form, even if sent to MIC's local representatives), which MIC reserves the right to accept or reject. Simultaneously with the dispatch of the order confirmation, the order is automatically and immediately processed. Therefore, if the Buyer believes that the order confirmation contains terms or conditions different from the order sent by them, they must immediately contest it in writing to MIC. Otherwise, the order will be deemed accepted and, therefore, binding. If, for any reason, MIC does not send the order confirmation, the contract shall be deemed concluded, at the latest, upon delivery of the Products to the Buyer, according to the agreed delivery terms.
2.2 Any offers made by MIC to the Buyer shall remain valid exclusively for the period indicated therein, and after that period, they shall expire without the need for revocation. In the absence of express indication to the contrary, the offer shall be deemed valid for 30 (thirty) days from the date of issuance. The delivery terms (or dates) indicated by MIC in the offer are to be considered purely indicative and non-binding.
2.3 Any cancellations or modifications of the order by the Buyer shall have no effect unless previously authorized or subsequently accepted in writing by MIC. In the event the Buyer decides to discontinue the purchase of Products that MIC has produced based on the Buyer's specifications (the so-called customized products) or in the case of Early Termination (see Article 8), the Buyer agrees to purchase all the stock of such products that MIC may have prepared for the Buyer. MIC reserves the right, in case the retrieval of such products by the Buyer does not occur or occurs only partially, to invoice such products to the Buyer.
2.4 Intermediaries and agents do not have the authority to bind MIC to the Buyer or to enter into contracts on behalf of MIC. Offers presented by intermediaries and agents are subject to approval and written confirmation by MIC.
3. Prices of the Products
3.1 Unless otherwise agreed in writing between the parties, the prices stated by MIC in the respective offer or, in their absence, the prices listed in the price lists provided by MIC to the Buyer and in force at the time of the conclusion of the sales contract under the previous Article 2.1, shall apply to each purchase order.
3.2 Unless otherwise agreed in writing between the parties, the prices of MIC's products are understood to be "EXW" (or Ex Works in Italy), excluding any special packaging (the so-called "out of packaging"), transport, VAT, and taxes. "Out of packaging" refers to packaging requested by the Buyer that does not fall under MIC's standard packaging, such as packages composed of multiple different items or packages with a number of items lower than those provided in the standard packaging. The additional activity required by MIC for the packaging of "out of packaging" incurs extra expenses that will be invoiced to the Buyer according to MIC's price list for "out of packaging". It is understood that MIC will handle the packaging of the Products using the type of packaging that it deems, at its discretion, most suitable for the type of transport agreed upon with the Buyer from time to time. Any special packaging, to be requested by the Buyer no later than the transmission of the order, will be quoted separately by MIC and will be the subject of a specific written agreement between MIC and the Buyer.
4. Delivery – Risk of Loss – Transfer of Ownership
4.1 Unless otherwise agreed in writing between the parties, the delivery of the Products to the Buyer will be made according to the "EXW" (Ex Works) formula, with the sole exception that MIC will load the Products onto the collecting vehicle at MIC's expense but at the Buyer's risk ("EXW loaded"). This formula, as well as any other delivery terms agreed upon in writing between the parties, refers to the current edition of the International Chamber of Commerce's Incoterms®.
4.2 In the case of EXW delivery, MIC will not enter into any shipping or transportation contract regarding the Products being delivered, unless upon the express written request of the Buyer and at the Buyer's risk and expense. The shipping or transportation expenses incurred by MIC will be invoiced to the Buyer in addition to the agreed prices. If, according to the agreements between the parties, the Products are to be delivered to MIC's warehouses, MIC will inform the Buyer of the availability of the Products at MIC's warehouses and subsequently issue the relevant invoice. If the Buyer does not arrange for the collection of the Products within 5 (five) working days from the date they become aware of the availability at MIC's warehouses, MIC reserves the right to charge the Buyer for the storage costs incurred by MIC from the end of this 5 (five)-day working period until the actual collection day. The payment terms applicable under the subsequent Article 6 will remain binding on the Buyer even if they fail to collect the Products promptly. If a deferred payment is provided relative to delivery, the payment terms will in any case commence from the date of notice of ready goods or, only in the absence of this, from the agreed delivery date.
4.3 Ownership of the Products will transfer to the Buyer at the time of payment of the invoice.
5. Delivery Terms – Acceptance of Delivery
5.1 The delivery of the Products will take place within the delivery terms (or dates) indicated by MIC in the order confirmation. In the event of discrepancies between the delivery terms (or dates) requested by the Buyer, mentioned in the order confirmation as a mere reference, and the delivery terms (or dates) provided by MIC, the latter shall prevail. The delivery period will start from MIC's receipt of any advance payments to be made by the Buyer upon receiving the order confirmation or, in the case of Products to be made according to the Buyer's technical specifications, from MIC's receipt of all the final technical specifications required by MIC and/or necessary to be provided by the Buyer for the production and supply of the Products. The delivery terms cannot be considered essential terms for the Buyer purposes of Article 1457 of the Italian Civil Code.
5.2 MIC reserves the right to fulfill the order through partial deliveries and issue partial invoices based on the deliveries made. If the Buyer does not intend to accept partial deliveries of the goods, they must declare it to MIC in advance and in writing.
6.1 Payments must be made by the Buyer within 30 days from the invoice date, unless otherwise indicated by MIC in the offer, order confirmation, and/or invoice, as sent by MIC to the Buyer each time. Payment methods must be traceable, through bank transfer, bank cheque, or credit card.
6.2 The non-payment, delayed payment, or partial payment by the due date of an invoice or debit note from MIC, the occurrence of events negatively impacting the financial or economic situation of the Buyer, and any other act constituting non-compliance by the Buyer will result in the Buyer's forfeiture of the agreed terms for the payment of the Products. MIC will, therefore, have the right to take immediate action for the recovery of existing credits - or goods - even if they are not due and payable, at any time, without any obligation of notice and/or formality. Any dispute or claim by the Buyer for defects or faults in the Products shall not, in any case, entitle the Buyer to suspend or delay payments.
6.3 In cases mentioned in the previous Article 6.2, MIC also has the option, at its sole discretion and without incurring any liability for damages, to i) not proceed with the execution of the order, ii) suspend and/or refuse the delivery of ordered but not yet delivered Products, even if they are unrelated to the non-payment or delayed payment in question, until the full payment of the amount due by the Buyer, iii) revoke or decrease the value of any credit line offered to the Buyer, and/or iv) request payment guarantees and/or different payment terms or methods, both for ongoing supplies and future ones.
7. Contractual Warranty
7.1 MIC guarantees the absence of defects in relation to the materials or manufacture of the Products and the conformity of the Products to the technical specifications and any samples provided by MIC and/or expressly approved by MIC, which have been expressly agreed upon in writing, all (unless otherwise agreed in writing by MIC) within the limits of Acceptable Quality Levels. This warranty is provided for a period of 12 (twelve) months from the date of delivery of the Products to the Buyer.
7.2 Any complaints regarding packaging defects must be immediately reported to the carrier, under penalty of non-refundability by MIC. In the case of reports of defects or faults in the Product, these must be sent by the Buyer to the MIC local representative within a reasonable period and in any case not later than 5 (five) working days from the date of delivery of the Products to the Buyer or, in the case of defects not immediately visible for ordinary diligence, within 60 (sixty) days from their discovery.
7.3 MIC reserves the right to examine the Products in advance to verify that the defect exists and is attributable to its responsibility. In such a case, MIC undertakes, at its sole discretion, to replace the Products that MIC recognizes as defective or, if this is not possible, to refund, in whole or in part, the price already paid by the Buyer. This does not entail any liability on the part of MIC for direct, indirect, or consequential damages of any kind, loss of profit, or losses resulting from or connected to the defects or faults of the Products.
7.4 In the case of replacement of the Products, the Buyer will receive the replaced Product at the expense of MIC (including transportation costs). Any return of the Products by the Buyer must, in any case, be previously authorized in writing by MIC, once the Buyer has followed MIC's return management procedures.
7.5 MIC shall not be liable for defects, faults, or lack of quality of the Products arising from i) defects and faults or deficiencies in the raw materials and materials or components supplied by the Buyer and/or sourced by MIC on the Buyer's instructions, ii) incorrect use of the Products, iii) improper use of the Products by the Buyer, iv) negligence or incompetence of the Buyer and/or the Buyer's customers, or v) improper or insufficient storage of the Products, the use of aggressive agents.
8. Early Termination
8.1 Without prejudice to any other available remedy, MIC shall have the right to terminate, with immediate effect, any sales contract concluded under these General Conditions by sending a registered letter with acknowledgment of receipt to the Buyer if the Buyer breaches any obligation arising from these General Conditions, and such violation is not rectified or remedied by the Buyer, to MIC's satisfaction, within 15 (fifteen) days following MIC's written notice to comply.
9. Know-how and Confidential Information
9.1 The know-how and other confidential information of MIC exclusively belong to MIC and are made available to the Buyer strictly confidentially for the sole purposes of the sales contract concluded under these General Conditions. The Buyer, therefore, undertakes the obligation to use MIC's confidential information only to the extent necessary for the performance of each sales contract and the use of the related Products, and not to disclose such confidential information to third parties unless authorized in writing by MIC.
10. Trademarks and Other Intellectual Property Rights
10.1 The Buyer shall not register or allow others to register the trademark, trade name, or expression used by MIC in the sale of the Products (which are and shall remain the exclusive property of MIC), or similar or confusing terms or expressions.
10.2 MIC shall not be liable for any inconvenience, loss, damage, or other expenses of any nature, direct or indirect, that the Buyer may incur as a result of MIC's infringement of third-party intellectual property rights, except in cases where it is proven that MIC was aware that the goods in question were manufactured, produced, or distributed in violation of an existing intellectual property right owned by a third party.
10.3 If MIC manufactures Products based on instructions provided by the Buyer or applies any process to the Products according to the Buyer's instructions, the Buyer shall indemnify MIC for any loss, damage, cost, and expense that MIC may suffer or incur in relation to the Products, or that it may have had to pay in a settlement for any action taken in violation of designs, patents, copyrights, trademarks, or other industrial or intellectual property rights.
11. Force Majeure and Limitation of Liability
11.1 MIC shall not be liable to the Buyer for any non-performance caused by events beyond the reasonable control of MIC, including but not limited to, labor actions, strikes, transportation difficulties, natural events, wars, public disturbances, administrative seizure measures, embargoes, laws, or regulations of any territorial entity or administrative authority, and delayed or non-deliveries of raw materials by suppliers due to events beyond the reasonable control of these suppliers.
11.2 MIC's warranties and liabilities arising from and in relation to contracts concluded under these General Conditions are limited to those expressly provided herein. Except for cases of fraud and gross negligence on the part of MIC, MIC shall have no other liability in relation to the Products, and in no event shall it be liable for direct, indirect, or consequential damages, loss of profit, direct or indirect losses of any kind (including personal injury and property damage) arising from the purchase of the Products. The Buyer acknowledges that MIC's overall liability arising from and/or relating to contracts concluded under these General Conditions will, in any case, be limited to the price paid by the Buyer for the respective Products, plus any amount liquidated under the insurance policies stipulated by MIC.
12. Processing of Personal Data
12.1 The Buyer acknowledges, pursuant to and for the purposes of Article 13 of Legislative Decree 196/03 and Article 13 of EU Regulation 2016/679, that the "personal data" communicated and/or exchanged with MIC, even during pre-contractual information phases, will be processed by MIC. Furthermore, it is understood that the Buyer expressly consents to the processing of "personal data" and may exercise their rights as expressed in Article 7 of Legislative Decree 196/03 and as provided for in EU Regulation 2016/679.
13. Applicable Law – Competent Court – Language
13.1 These General Conditions and contracts of sale to which MIC is a party are governed in all respects by Italian law and, in particular, when it comes to contracts for the international sale of movable goods as defined by Article 1 of the Vienna Convention of 1980, by said Convention, unless otherwise expressly waived in writing by the parties.
13.2 The exclusive competent court for all disputes arising from and/or relating to these General Conditions and the sale of Products by MIC will be the competent court of Verona, where MIC has its registered office. However, notwithstanding the foregoing, MIC may summon the Buyer before any court with jurisdiction over the Buyer.
13.3 These General Supply Conditions are drafted in both Italian and English languages.
Vallese di Oppeano, 27/10/23 MIC Spa