The subject and price of this supply are strictly defined by this agreement, and anything not mentioned therein will be excluded. Any modification, even of a single element, will cancel any price obligation, unless otherwise agreed in writing. Any change or addition beyond what is mentioned will be at the Client’s expense.
By signing this agreement, the Client signs a firm offer that is binding for everything contemplated herein, while the supplier company reserves the right to final acceptance by means of a separate written confirmation or by commencing performance. The supplier company may suspend or interrupt the delivery of supplies, at its sole discretion, if the Client’s situation or commercial, economic, or financial references do not provide sufficient guarantees for the performance of the obligations undertaken by the Client under this order.
Any payment facilitation by draft or bill of exchange, or through an authorized person, does not invalidate the Supplier’s right to require that payment be made by bank transfer directly to its registered office. The issuance of bills of exchange is always understood as “with recourse”; such issuance and any renewal shall never constitute a novation of the original contractual obligations. The balance must be paid within 8 (eight) days after testing, unless otherwise agreed in writing. All payments by bank transfer must be made to the bank details indicated by the Supplier in the order confirmation or communicated via certified email (PEC) or registered letter with return receipt; any payment made to different bank details or through other methods (e.g., simple email or verbal communication) shall not release the Client from the obligation to pay the price.
In the event of delay, for any reason whatsoever, in the payment of fees or individual instalments or agreed advances, late payment interest shall automatically apply at a rate of 5% (five percent) above the official discount rate of the Bank of Italy. In any other case where interest is due, it shall be calculated in the same manner.
In the event of an increase in material and/or labor costs during the period between the date of the offer and the actual delivery of the machines, the supplying company is expressly authorized by the Client to revise the prices stated in the order by up to a maximum of 10% (ten percent), considered as a legal risk threshold.
Failure to pay even a single instalment or advance on the agreed date shall entitle the other party to demand immediate payment of the remaining price and any other amount owed to the Supplier, and authorizes the Supplier to suspend any further delivery, even related to different orders, and to consider the contract fully terminated pursuant to Art. 1456 of the Italian Civil Code, with the consequent right to compensation for damages. In the event of termination due to non-performance, the Supplier shall be entitled to retain all payments made up to the time of default as an advance on compensation for any additional damages.
Under no circumstances may the Client refuse or delay payments on the agreed date by raising disputes or objections concerning the supply. Any claim in favor of the Client may only be exercised after full payment of the price.
Delivery times, regardless of how they are specified, are purely indicative and non-binding; under no circumstances shall the Client have the right to refuse the goods or request contract termination or compensation for damages due to any delivery delay.
In all cases where full payment is not made at the time of delivery of the machines and/or equipment, the latter, even if already installed, shall remain the property of the Supplier until full and effective payment of the price. In the event of termination of the agreement due to the Client’s non-compliance, all amounts already paid by the Client shall remain the property of the Supplier as compensation, without prejudice to further damage claims.
The machines and/or equipment are guaranteed by the manufacturer for 12 months from the date of delivery or from the preparation of the positive test report. The warranty covers the free replacement or repair of parts proven to be defective in terms of materials or construction. This is carried out after inspection and verification of defects by the Seller’s workshop. All transport, travel, and labor costs for assembly or replacement of defective parts shall be borne by the Buyer if it is determined that the defect or fault is not attributable to the manufacturer. It is understood that parts worn through normal operation will not be replaced under warranty. Used machines and/or equipment are not covered by the warranty. The Supplier is automatically released from all obligations if the Buyer entrusts the machines and/or equipment to mechanics not authorized by the Seller, uses non-original spare parts, uses lubricants other than those indicated by the Seller, or uses the machines in a manner not compliant with the instruction manual provided by the selling company. The Seller declines all responsibility for any accidents that may occur to persons or property due to or independent of the use of the supplied machine, such as accidents caused by PTO shafts, drive shafts, etc. No other obligation shall fall on the supplying company. In the aforementioned cases, the Client shall have no right to request contract termination, compensation for damages, or price reduction. In any case, compensation for damages resulting from defects or malfunctions of the machines shall not exceed the price of the machine itself. The defect warranty does not cover the electrical components of the machine. Compensation for any indirect damage is expressly excluded.
Without prejudice to the Client’s payment obligations, which must in any case be fulfilled at the contractually agreed time, no event constituting a breach of these General Conditions shall give rise to termination or compensation for any damages if it is due to force majeure or unforeseeable circumstances (including, but not limited to, strikes, death, epidemics, embargoes, armed conflicts, state measures or those of any national or supranational authority, interference by military or civil authorities, acts of terrorism, riots and civil disturbances, sabotage, fires including arson, and any other case of force majeure or unforeseeable circumstances provided for by applicable law), where the event could not reasonably have been foreseen or controlled by the Parties, and without negligence on the part of the affected Party having contributed to it. The Party seeking relief shall notify the other Party of the impediment and its effects on its ability to perform as soon as possible after becoming aware of it. Notice must also be given when the cause for relief ceases. If a force majeure event or unforeseeable circumstance preventing the execution of the agreement continues for more than 8 (eight) weeks, either Party may terminate the agreement by sending appropriate notice to the other Party by registered letter with return receipt or by international mail with receipt confirmation.
Excluded from the supply are: all foundations and masonry work with related static calculations and evaluations, modification of any existing structure, loading and unloading of materials at the Client’s premises, transport and assembly including testing if not specified, electricity required for assembly and safety coordination (in accordance with Italian Legislative Decree 81/08 and subsequent amendments), connection to the burner’s gas or fuel line, connection to the electrical network, system grounding, lightning protection system, licenses, permits, authorizations and similar documentation, successful interconnection certification or Industry 4.0 compliance certificate, as well as anything not expressly stated in these general terms of sale.
All taxes, duties, and any present or future charges arising from this contract proposal shall be borne exclusively by the Buyer.
The parties agree that for any dispute concerning this contract proposal, the Court of Padua shall be the sole and exclusive competent jurisdiction. This agreement is governed by Italian law.
Strahl srl – Via Roma 139 – 31020 Villorba (TV) – Italy
R.E.A. TV-179145 – C.F/ P.I. (IT) 01947660260 – Cap. Soc. € 1.000.000 i.v.
Mail: strahl@strahl.it – PEC: strahlsrl@pec.it