GENERAL SALES CONDITION MATRIX S.r.l.

1. General principles.

1.1 The present General Sales Conditions (hereinafter referred to as “GSC””), govern the sales contracts (hereinafter referred to as “Contract” and/or “Contracts”) having as object tools for punching and deforming the sheet (hereinafter referred to as "Products") between MATRIX S.r.l. (hereinafter referred to as "MATRIX") and the customer (hereinafter referred to as "Customer").

1.2 The present GSC form an integral and essential part of the contractual relationship between MATRIX and the Customer (hereinafter referred to as the "Parties") and also apply to any subsequent supplementary agreement.

2. Orders and modifications.

2.1 Orders and/or requests for delivery or supply, as well as modifications and/or additions to orders and/or requests, shall be agreed in writing, also by email and/or fax. Unless otherwise agreed, MATRIX shall not accept requests for modifications after MATRIX’s order confirmation or, in case of special tools, after Customer’s confirmation of the pattern.

2.2 MATRIX’s order confirmation makes the Contract effective, with automatic application of the GSC.

2.3 The validity of any verbal agreement, including any modifications, additions and/or derogations to the present GSC, is subject to the mandatory written confirmation by MATRIX.

3. Price and payment.

3.1 The price indicated in MATRIX’s order confirmation includes packaging and transport costs, unless otherwise agreed between the Parties. MATRIX reserves the right to apply variations to the prices in case of substantial changes in the costs of raw materials and/or in case of monetary fluctuations or state/administrative taxes, taxes, customs duties, additional taxes, etc. entered into force in the period between the conclusion of the contract and the agreed delivery terms.

3.2 The Customer shall provide the payment following terms and conditions indicated in MATRIX’s order confirmation. The Customer is not entitled to compensate the amount due with any claim against MATRIX, except for specific written agreement between the Parties.

3.3 In case of breach of the payment terms, the Customer shall be required to pay default interest pursuant to Legislative Decree 231/2002 and/or any subsequent amendments and/or additions.

4. Delivery and transfer risks.

4.1 Deliveries are governed by INCOTERMS 2010® of the International Chamber of Commerce, without prejudice to the additions and/or derogations agreed in writing by the Parties.

4.2 Dates and delivery terms shall not be mandatory, but shall be respected by MATRIX in consideration to the ordinary availability of material, production and transport and, moreover, in consideration of the correct communication of the necessary data by the Customer.

4.3 Dates and delivery terms will be extended by a period equal to the impediment, in case of causes beyond MATRIX’s control and unavoidable by MATRIX’s ordinary diligence (including, but not limited to, breakdowns and accidents to the plants of production, conflicts at work of any kind, delayed or defective subcontracting, force majeure ...). In any case, the Customer will not be entitled to any compensation and/or indemnity for the delay.

4.4 MATRIX reserves the right to suspend delivery if the agreed payment conditions are not satisfied.

4.5 MATRIX is exempt from any responsibility for any delay in delivery, except for cases of its gross negligence and/or fraud.

4.6 The Customer shall accept delivery of the Products also in case of partial and/or early deliveries, in compliance with the following art. 5, excluding any compensation and/or indemnity for any kind of damage.

4.7 The Customer confirms the receipt of the Products by countersigning the delivery note. The delivery note, if signed by an authorized representative, will be necessary for any claim.

5. Guarantees, Responsibility and Claims.

5.1 The Products are designed and manufactured to the highest quality and according to the specifications indicated by MATRIX. There is no provision for using the Products other than that for which these Products were designed and manufactured for.

5.2 I Prodotti sono coperti dalla garanzia per i vizi prevista dalla vigente normativa (art. 1490 ss. c.c.) per un periodo di 12 (dodici) mesi dalla consegna. Il Cliente ha termine di n. 8 (otto) giorni lavorativi dalla scoperta di eventuali vizi per presentarne denuncia per iscritto a MATRIX. MATRIX guarantees that the Products are of excellent quality, free from defects in materials and workmanship. The Products are covered by the warranty for defects for a period of 12 (twelve) months from delivery. The Customer has to claim non-compliance, faults and/or hidden and/or visible defects of the Products in writing within 8 (eight) days from the discovery of the defects.

5.3 Warranty is excluded if the Customer and/or any third party has made changes, manumissions and/or repairs to the Products without prior written agreement with MATRIX or if, in case of defect, the Customer has not taken in time all the measures necessary to reduce the damage and/or has not grant MATRIX the possibility to remedy to the defect. Warranty is also excluded in case of damages caused by ordinary wear, improper maintenance, not following the instructions for use, excessive stress, inappropriate equipment, chemical, electrochemical or electrical influences, or any other cause not attributable to MATRIX.

5.4 The Customer has to communicate the claim in writing within 8 days from the discovery of the defects. The claim does not suspend the payment of the price by the Customer. The communication has to contain, in addition to a specific description of the alleged defect, the identification number of the order confirmation, the code of the alleged non-compliant pieces and photos of:

  1. alleged non-compliant pieces;
  2. tools used for processing together with non-conforming parts (e.g., matrix punch);
  3. piece of worked sheet.
Moreover, the Customer has to provide information regarding the type of performed work and the type (including the thickness) of the worked material.

5.5 In any case, MATRIX’s liability is limited to the maximum amount of the defective part of the Products.

6. Termination.

6.1 1 In addition to the termination rights provided by law, MATRIX has the right to terminate the contract immediately if:

  1. the Customer's financial conditions result or risk to be substantially impaired, compromising the fulfillment of the contractual obligations towards MATRIX;
  2. the Customer has become insolvent and/or is in a excessive debt situation, or interrupts and/or only makes partial payments.

6.2 MATRIX also reserves the right to terminate Contract if the Customer presents an instance of bankruptcy, composition or other insolvency procedure or debt restructuring involving the Customer's assets.

7. Confidentiality and industrial property.

7.1 The Customer shall keep confidential, with respect to third parties, all commercial and technical information made available by MATRIX (including data that can be learned from objects, documents, or software and any other information or experience), as well as the results of the work achieved in based on the contract, except for what is already public knowledge. All rights to such information are reserved to MATRIX (including industrial and intellectual property rights).

7.2 MATRIX guarantees the Customer that the Products do not infringe patents and/or models of third parties, licenses and/or legal provisions. MATRIX also guarantees that the Products can be legitimately sold to the Customer and resold by the latter.

8. Miscellanous.

8.1 Any ineffectiveness of a clause of the present GSC or subsequent supplementary agreements shall not cause the invalidity of other conditions. MATRIX and the Customer, in case, shall agree a replacement clause reflecting the economic intent as much as possible.

8.2 The present GCS are governed exclusively by the laws of the Italian Republic. Any dispute arising out of or in connection with this GCS shall be subjected to the Italian jurisdiction, Court of Vicenza.


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