1. These general supply terms and conditions shall be effective for any order processed by KFI SRL, unless expressly waived in writing by the parties and accepted in writing by KFI SRL (hereinafter “KFI”).
  2. Any verbal agreements, representations or commitments of agents, employees and officials of KFI occurred before, simultaneously or after the signing of these conditions shall not be binding for KFI, unless confirmed in writing by them.
  3. Purchase orders, submitted in any form by the Customer, shall not be in any way binding for KFI that can then accept them fully or partially or reject them, at their sole discretion, or terminate this agreement. In case of conflict between the Customer’s purchase order and these supply conditions, the latter shall prevail, unless otherwise specified by KFI in writing; in case of discrepancy between the order and the relevant confirmation by KFI, the latter shall prevail.
  4. Price lists, quotations, offers and prices are subject to change at any time at the discretion of KFI.
  5. The prices indicated by KFI, unless otherwise stated in the quotation, are intended ex works Binasco (Milan), excluding taxes, freight charges, customs duties and other tax expenses (Incoterms 2000: EXW). At Customer’s request, the products shall be delivered by KFI in the place indicated by the Customer itself, reported on the transport document, nothing noting the diversity of this place from the Customer’s premises, thus exempting from now on KFI from any prejudice and damage suffered by the Customer resulting from the place of delivery of the products. The delivery of products shall be, unless otherwise agreed, totally at Customer’s expense, who, in this regard, cannot rely on the possibility of using prices or means of transport cheaper than those used by KFI.
  6. The product delivery terms, if agreed, refer to the date of taking over by the carrier and shall be effective from the fulfillment, by the Customer, of charges and obligations at their expense, such as the production of documents, or from the execution of advance payments, as it may be agreed. The delivery terms shall be purely for information and any delay in product supply shall not result in any responsibility for KFI. The Customer shall not charge/seek any compensation from KFI for any damage suffered as a result of any delay in the delivery of the products.
  7. Force majeure, fortuitous events and all the exceptional events that may affect the smooth order processing, such as delays in delivery by KFI’s suppliers, disruption of transportation, manufacturing mishaps, extreme weather events, labor disputes, lack of material and electricity supply, measures by the state authorities, as well as restrictions on imports and exports, shall allow KFI to postpone the delivery terms or, if the order processing is impaired or made impossible, to withdraw from the agreement in whole or partially, without Customer’s right to claim for any compensation. KFI is still entitled not to process the order, even if it is confirmed, in case the Customer has become insolvent, also with reference to other supplies or towards other suppliers, or their capital guarantees have decreased.

Objections and Claims for Defects

  1. Any objections for incomplete or incorrect deliveries must be immediately formalized to KFI in writing, under penalty of forfeiture, and shall be reported on the shipping document or other documents upon receipt of the goods. In any case they must be reported to KFI within eight days from delivery of the goods under penalty of forfeiture. If the delivered products do not work (DOA), the notification must be made within 15 days from delivery; after this period, the products shall not be replaced and repairs shall be carried out according to the standard warranty.

Warranty

  1. KFI represents and warrants that the sold products have been manufactured in full compliance with national and international regulations governing the matter.
  2. As regards beginning and duration of the warranty, please refer to the rules laid down in the product warranty in force at the time of sale and, in particular, it is confirmed that the statutory warranty will be valid for twelve (12) months from the date of delivery, except consumables and products subject to wear, such as batteries, chargers and power supplies for which the guarantee is limited to 90 days. Repairs are to be understood ex works Binasco. Possible interventions of KFI’s technical staff involve the reimbursement of work hours and travel expenses. The warranty on hardware components only can be extended on the recommendation of the manufacturer.
  3. The following conditions shall not be in any case covered by the warranty:
  • possible transport damages (scratches, dents, etc.),
  • damage or malfunction due to and arising from failure or inadequacy of the electrical, water and power supply, or alterations caused by environmental and climatic conditions or otherwise,
  • damage and failure caused by carelessness, negligence, tampering, disassembly, inability to use, repairs by unauthorized personnel,
  • failures and malfunctions resulting from the incorrect installation of the product,
  • rubber seals and all the accessories and parts made of glass or plastic,
  • installation and adjustment of the equipment, if not carried out by KFI’s personnel,
  • plant counseling and convenience testing,
  • maintenance,
  • use of non original accessories and spare parts,
  • what may be considered normal decay for use of the product, including its components (such as batteries and accumulators),
  • damage or malfunction resulting from improper use and misuse of the product.

Retention of title

  1. The title of the products shall remain with KFI until full payment of the invoice, even after the delivery to the buyer.
  2. In case of actions by third parties on the products covered by the retention of title, in particular with regard to foreclosures and seizures, KFI shall be informed immediately.
  3. In the event of full or even partial non-payment of the supplies by the Customer, within due date, KFI shall repossess the products delivered, and this at their mere request. Notwithstanding the foregoing, the Customer is responsible for any damage and loss occurred after delivery, also for unforeseeable circumstances, force majeure or other events not attributable to the Customer.

Payments

  1. Payments must be made according to the conditions laid down by KFI in the quotation stage.
  2. KFI shall have the right to refuse or suspend supplies in the event of default, by the buyer, for any amount due or if their financial standing worsens after the conclusion of the agreement and moreover if their capital guarantees have decreased.
  3. The buyer waives to offset their credits against the amounts due to KFI without prior full payment of their debts to the latter.
  1. In the event of non-payment by the buyer, within due date, even of a single part of the sum for the supply, the buyer shall automatically loose the benefit of term for the amounts not yet due and must therefore ensure immediate payment in full of their debt in principal, interests and costs.

Jurisdiction

  1. For any controversy arising from supply relationships governed by these terms and conditions or otherwise associated with the same, the judicial authority of the Court of Milan shall be exclusively competent; any other eventually competitor or alternative court shall be excluded by express and mutual agreement.

In accordance with and for the purposes of articles 1341 and 1342 of the Italian Civil Code, signing this supply agreement, the Customer specifically agrees to the following clauses:

art. 2 (statements and commitments of third parties)

art. 3 (order entry)

art. 4 (selling price amendments)

art. 6 (delivery terms and responsibilities)

art. 8 (limitation period for claims and complaints)

art. 12 (retention of title)

art. 16 (suspension of supplies)

art. 17 (compensation)

art. 18 (loss of the benefit of term)

art. 19 (exclusive jurisdiction)