General terms & conditions of sales


  1. SCOPE

    1. These general terms and conditions of sale (“T&C”) unless expressly waived in writing, regulate the sales of products (as defined below) between the company Bonetti Costruzioni Meccaniche S.r.l. (the “Seller”) and the buyer (the “Customer” – together with the Seller, the “Parties” and each of them, severally, a “Party”).

    2. The T&C are not intended to be applied to relationships between the Seller and consumers, so the application of Legislative Decree 206/2005 is excluded

    3. The T&C may be modified, amended, updated or integrated at any time by the Seller, who will notify the Customer; it being understood that such updates or amendment will apply starting from the sale immediately following the relevant date of entering into force.


    1. All products manufactured and/or distributed by the Seller, included in the Seller’s catalogues at the time of the order by the Customer, together with the specifications contained therein (the “Products”) are subject to the regulations governed by these T&C.

    2. Any issuance of catalogues to the Customer by the Seller, or by any of its representatives, brokers, agents, does not constitute a formal offer of sale by the Seller. For clarity, weights, measures, dimensions, and any further index, scale or value, together with any other data reported in the catalogues and/or in any other illustrative material of the Seller, disseminated through any channel or medium – including the internet, social media and the website – is to be considered merely indicative and not binding for the Seller itself. It is also understood that the Seller has the right to amend/update the catalogues or any other illustrative material and their respective contents at its sole discretion and that these, in any case, are to be understood as merely indicative and in no way binding for the Seller herself.


    1. The Customer who wants to purchase Products from the Seller must send them, solely by e-mail or, if necessary, in hard copy form (in any event advanced by e-mail), a clear and complete proposal for a retail order in an exhaustive manner whichever actual concerning the Products and in relation thereto (the “Order”).

    2. Orders, upon valid issuance, are considered binding pursuant to art. 1329 of the Italian Civil Code for the Customer for a period not exceeding 15 (fifteen) days from the moment of their receipt, until the relative confirmation by the Seller is conveyed only via automated e-mail message sent by its internal Order management application (the “Order Confirmation”).

    3. Each Order is considered binding for the Seller upon receipt by the Customer of the Order Confirmation sent by the Seller solely by means of an automated e-mail message issued by its internal Order management application. The Order Confirmation could summarize any special conditions applied to the reference Order. For clarity, each Order confirmed pursuant to these T&C is intended as a single contract for the sale of Products and any special conditions thereof will derogate, where applicable, these T&C. In the case of sales to Customers with registered office or domicile in Italy, the effectiveness of the sale must be understood in any case subject to the return, alternatively by registered letter with return receipt or email/PEC to the Seller by the Customer of these T&C duly signed pursuant to art. 1341 and 1342 of the Italian Civil Code.

    4. In case the Seller’s Order Confirmation contains any change with respect to the Order, the changes are considered tacitly accepted after 15 (fifteen) days from the sending of the Order Confirmation without the Customer having expressed his dissent in writing by e-mail or by means equivalent to that through which the Seller received the Order.

    5. The Seller reserves the right, even after the Order Confirmation, to make any technical changes to the Products that may be necessary in relation to the relevant Order, either by the Seller’s own initiative or following any request by the Customer, In the latter case without the Customer being able to make any claim or complaint for this reason, and without the Seller being obliged to do so. The Seller may suspend and/or discontinue the manufacturing of the Products if market and/or production needs require it, without the Customer being entitled to any claim to any claim for this reason.

    6. In case of cancellation of an Order in progress or partial/total failure to collect the Products purchased, the Seller will be entitled to withhold, as a penalty, any advances already paid by the Customer in relation to the relevant Order, or, in the absence of agreed advances, the Customer will have to pay a penalty equal to 30% of the value of each cancelled Order and/or of each of the Products not collected in addition to the documented fixed costs of carrying out each Order incurred by the Seller up to the cancellation of the Order itself, without prejudice to the Seller’s right to payment in full of the price and to be compensated for the grater damage occurred, if any.


    1. Unless otherwise agreed in writing between the Parties, the prices for the Products (the “Prices”) are those resulting from the Seller’s price list in force at the time of delivery of the Products.

    2. Nevertheless, no hinderance is brought towards the right of the Parties to negotiate and determine the Prices of each Order separately, provided that they are in writing from the relevant Order and the relevant Order Confirmation.


    1. The terms of payment, unless otherwise agreed in writing between the Parties, run from the invoice date of the Products. The payment methods, in addition to any agreed guarantees, are those indicated in the Order Confirmation or, if applicable, those agreed from time to time only in writing between the Parties.

    2. Regardless of what is provided in the Order Confirmation, or in writing between the parties about the method of payment, the same is understood in any case to be made at the Seller’s headquarters. Any release of bills of exchange is not valid as payment nor does it involve novation of the original obligation. In any case, the cost of stamping the bills and the related bank charges are charged to the Customer.


    1. In the event of a total or partial delay of payment, interest rated in pursuance of Legislative Decree 231/2002 shall apply. No hinderance is brought to the right of the Seller to suspend any further provision of Products, terminate the Order or withhold any already-collected sum as a penalty, without prejudice to the right of the Seller of seeking compensation for the damages incurred, if any.

    2. In the case of payment of the price to be paid in instalments, the failure to pay even a single instalment or the reduction by the Customer of the provided guarantees, automatically determines the forfeiture of the benefit of the term with reference to any sum due to the Seller by the Customer himself, also with reference to previous supplies.


    1. The Seller will retain ownership of the Products until full payment by the Customer of the price for all the Products supplied and, in the event that this is done by checks or bills of exchange or by leasing, until the Seller has received from the bank the communication that the bills of exchange and checks have been paid definitively or confirmation by any lessor. Nevertheless, it is understood that all risks deriving from loss or damage for any cause suffered by the Products are transferred to the Customer from the moment of delivery according to the rule adopted from time to time with reference to the Incoterms 2020.

    2. All costs, if any, for the registration of bills of exchange shall be entirely on the Customer.

    3. The retention of title referred to in this article is enforceable against third party creditors of the Customer pursuant to and by effect of art. 11, paragraph III, of Legislative Decree 231/2002 and for this purpose it is indicated in the relative invoices. It will be the Customer’s obligation to inform the Seller within 24 hours of any executive or precautionary act performed by third parties on the Product subject to the retention of title agreement. The Customer will in any case remain liable towards the Seller for any expense or damage suffered by the same as a result of such acts.


    1. In the absence of different indications contained in the Order Confirmation, the delivery of the Products is to be understood, unless otherwise agreed in writing between the Parties in the Order and in the Reference Order Confirmation, EXWORKS based on the Incoterms 2020 at the Seller’s warehouse, in via Medaglie d’Argento 8 – 26012 Castelleone (CR), Italy. The Seller undertakes to deliver the Products according to the uses of the sector and the type of transport agreed upon, unless otherwise agreed in writing by the Parties.

    2. The delivery terms as per in the Order Confirmation are purely indicative and are not essential. The terms themselves are in any case automatically extended in the event of non-payment by the Customer of the first instalment following the reference Order Confirmation or of technical changes, as the case may be, requested in writing by the Customer or promoted in writing by the Seller subsequently. to the Order Confirmation and which have not yet been expressly approved in writing by the Seller.


    1. The installation of the Products at the site chosen by the Customer may take place, alternatively depending on what has been agreed in writing between the Parties or as indicated in the Order Confirmation, by the Customer’s staff or by the Seller’s staff or by third parties. duly authorized by the latter. The Order Confirmation or other written agreement between the Parties may possibly contain further specifications relating to the technical installation methods and the possible division of any activities between the Seller and the Customer, including, without limitation, the preparation and delivery of the installation or testing report, the subdivision of any related travel and out-of-pocket expenses, etc.


    1. In the event of an agreed installation by the Seller and, in any case, if agreed in writing between the Parties or specified in the Order Confirmation, the authorized personnel of the Seller/third parties possibly appointed by the Seller will provide adequate training to the Customer’s personnel regarding Products, according to methods (including, without limitation, at the Seller’s headquarters or remotely via specific streaming applications), timing and splitting of the related costs agreed in writing between the Parties, or specified in the Order Confirmation .


    1. Unless otherwise agreed in writing between the Parties, the Seller undertakes to remedy the defects or faults in the Products attributable to it, only if they make the Product unsuitable for the use for which it is intended, or appreciably decrease its value or not arise as a result of the normal wear and tear of the components inside the Products involved in the cutting operations. Unless otherwise indicated in writing by the Seller, the guarantee will be valid for 1 year from the date of delivery (according to the applicable Incoterms 2020 terms or on the basis of the formula agreed in writing or in the Order Confirmation between the Parties) of the Products and will not in no case be suspended or prolonged as a result of the Customer’s failure to use the Product, even if due to repairs under warranty. No other guarantee is provided by the Seller to the customer, who expressly waives any further legal or conventional guarantee, both implicit and expressed. The Customer’s right to demand termination of the contract and / or compensation for damage is also excluded. Without prejudice to the content of this clause, the Seller’s guarantee will be equal to 2 years from the date of delivery (according to the applicable Incoterms 2020 terms or on the basis of the formula agreed in writing or in the Order Confirmation between the Parties) only in the case of purchase by the Customer in relation to the relative Order also of a programmed assistance package.

    2. It is understood that the Seller is in no way responsible for any repair/modification carried out directly by the Customer, or by any third party appointed by them.

    3. In any case, it is understood that the Seller’s warranty referred to in this article does not apply to those cases in which the defects of the Products are due, alternatively, to: (i) use for different activities and areas of use with respect to those for which the Product has been designed, manufactured, distributed or for any use not envisaged for the relative Product by the relevant legislation; (ii) maintenance not compliant with any technical recommendation provided in writing by the Seller.

    4. The warranties hereof are also intended to be ineffective if the Customer, either directly or through third parties, installs equipment or devices on the Product in any way authorized by the Seller through its own written instructions or through the applicable technical documentation.

    5. In any case, this guarantee is subject, under penalty of forfeiture, to the notification of the relative defect by the Customer, to be made in writing to the Seller within 8 (eight) days of discovery, as well as upon the specific request of the intervention of the Seller covered by this guarantee.

    6. Any disputes by the Customer, as well as the initiation of any judicial action by the same, cannot in any case legitimize the Customer to suspend or delay payments contractually provided for.


    1. Without prejudice to the content of any confidentiality agreement issued by the Seller and signed by the Customer, it is also understood that any confidential information, such as, without limitation, drafts/drawings/projects (in any state of progress), plans, technical specifications, calculations, documentation in general and other data that is communicated, verbally or in writing, by the Seller to the Customer in relation to each of the contracts/Orders governed by these T&C and which is qualified as confidential, will be treated and kept as such by the Customer.

    2. Any and all intellectual property rights, know-how and/or copyright arising from each of the contracts/Orders governed by these T&C will remain the exclusive property of the Seller, who may proceed in full autonomy to the filing of the related Italian, European Union, international or foreign applications related to designs, invention patents, utility models or any other industrial property title and/or copyright, being also fully free to keep it secret.

    3. The Customer undertakes not to file any application for industrial and/or intellectual property connected with any confidential information pursuant to this clause received from the Seller.

    4. In no event, these T&C or the individual sales of products between the Seller and the Customer constitute an offer or assignment to the Customer of a license or other right to use any present and future patents, trademarks, models or other property rights. intellectual or industrial with respect to confidential information pursuant to this clause.

    5. The Parties acknowledge that each Party remains the owner of its own intellectual property rights, know-how and/or copyright held at the time of signing these T&C which will be made available to the other Party only for the purpose of implementing these T&C and for the time strictly necessary.


    1. Any processing by the Customer of personal data controlled by the Seller in its name and on its behalf will be governed by a specific data processing agreement. The Parties represent that they are aware that the personal data under their control or concerning them or their representatives/collaborators will necessarily be processed, even with the aid of electronic tools, by the personnel appointed to do so by each Party, for the performance of the respective obligations assumed and of the related regulatory obligations, according to the methods and within the limits indicated therein. In this regard, the Parties undertake to mutually guarantee the lawful use of the aforementioned personal data acquired and processed for the conclusion and execution of the relationship and, in particular, the fulfilment of the disclosure and consent collection obligations, where necessary, in the towards the interested parties, as well as the recognition to the latter of the rights provided for by the applicable privacy legislation, or by art. 15 and ss. of EU Regulation 679/2016 (access, rectification, cancellation, limitation, portability, opposition, possibility to lodge a complaint with the supervisory authority).


    1. These T&C and/or the individual sales contracts referred to in the relative Orders regulated by them may be terminated by each of the Parties for cause and without notice, by means of a communication to be notified to the other party by registered letter with acknowledgment of receipt, in the following cases: (a) in the event of non-payment; (b) in the event of bankruptcy or insolvency proceedings against the other Party; (c) if one of the Parties acquires interests or participations, both direct and indirect, in companies or entities competing with the counterparty.


    1. Unless otherwise agreed by the Parties, the sales covered by these T&C are governed by Italian law, with the express exclusion of the application of the 1980 Vienna Convention relating to contracts for the international sale of goods (with the exception of articles 11 and 15 which will prevail over any other provision of Italian law).

    2. All disputes – included those of not contractual nature – arising out of, related or connected to this T&C or the single Oders shall be settled by arbitration under the Rules of the Milan Chamber of Arbitration, by a sole arbitrator, appointed in accordance with such rules, which are deemed to be incorporated by reference into this clause.


    1. It is forbidden for the Customer to assign, in whole or in part, these T&C.

    2. The failure by any Party in enforcing any of its rights hereof or in the relevant purchase/Order shall not be intended as a waiver thereof.

    3. Should one of the clauses of these GCS be declared invalid, illegal or ineffective by the competent judicial authority, the remaining conditions will continue to be effective for the part not affected by said clause.