Via Murri, 40 20013 Magenta (MI)

Phone: + 39 02 97003091

Fax: + 39 02 97290132

E-Mail:

GENERAL SALES AND TERMS CONDITIONS

INTRODUCTION

  1. Our sales, unless stipulated otherwise and clearly shown on our order acknowledgement, are effected at the following GS & TC.
  2. All orders sent to our company imply adherence with no reserve on the part of the buyer to the general sales and terms conditions.

OFFERS

  1. Offers are always without any obligation, unless specifically indicated and are subordinate to OPM Italia sales and conditions.
  2. Offers, for which a validity term is indicated, are understood to be binding for our company if acceptance by the buyer reaches us within the established term. If acceptance will arrive later, we retain the faculty of accepting or not.

ORDERS

  1. Sending the order, binds the buyer to the prices and all the conditions of the price list in force at the date of order confirmation.
  2. Orders must be complete and defined in all parts.

ORDER ACKNOWLEDGEMENT (ORDER CONFIRMATION)

  1. The supply includes only the services, materials and quantities specified in our letter of order confirmation or in any subsequent modification of the same transmitted by our company
  2. The text of our O.A. shall prevail, in any case, over texts differing from orders from our customers.
  3. The O.A. shall be considered accepted by the buyer if not questioned within 3 working days from the date of sending.

TERMS OF PAYMENT

  1. Goods payment shall be made – net of all costs, discounts or taxes, in accordance with the timing and methods written in our invoice. Concerning materials invoiced, but not shipped yet, starting date of payment is assumed to be that of invoice date.
  2. OPM Italia has the right to:

a)To request payment in cash against documents or notice of goods readiness or at shipment

b)To grant deferred terms of payment if necessary against bills, notes, assignments or drafts, with costs and stamps charged to the buyer, to whom delay interests will be charged.

NON-PAYMENT OR DELAYED PAYMENT

  1. Delay in payment for whole amount or part of it, beyond the agreed expiry gives rise to the immediate accruement according to conditions and amounts as provided by Legislative Decree 231 – 9th October 2002, following UE Directive 2000 / 35 / CE and any modification.
  2. The Non payment or delayed payment of our invoices gives OPM Italia the right to claim advance payment on the remaining invoices or to consider the deal suspended or terminated and to freeze or cancel the carrying out of any other outstanding job, without the buyer being able to advance any claims for compensation or reimbursement; the buyer remain obviously obliged to refund all damages deriving from the failed execution of such contracts.

CLAIMS

  1. Any claims for goods not corresponding to what is specified in OPM Italia order confirmation must be sent in writing within fifteen (15) days at most from receiving the goods. The report of any hidden faults must be made in writing, within eight (8) days from discovery. Should the claim be made in time, certified by our technicians, OPM Italia obligation is limited to the replacement of these goods identified as non-corresponding, at the same place as per original delivery, following return of the same and excluding any right for the buyer to request termination of the contract or reimbursement of damages and refunding of expenses of any kind.
  2. The buyer is excluded from any right to claims and therefore replacement of the goods should processing or the use of the material object of the dispute not be suspended immediately.
  3. Claims and protests give the buyer no right to suspend payment of disputed goods.

TAXES CHARGED TO THE BUYER

  1. Concerning domestic sales, Value Added Tax (V.A.T.) at date of invoicing shall be added to invoice price
  2. As per sales outside Italy inside UE, these are exempted from the above mentioned tax. Tax and / or duties affecting material the above mentioned countries are to be borne by the purchaser, as are taxes and / or duties affecting products entering non UE countries.

DELIVERY TIME

  1. Completion, presentation for testing, shipment or delivery times resulting from our O.A. have only an indicative value and are always given without guarantee, except in the case of our precise commitment, which shall clearly result from O.A., and excepting even unforeseen events over and above those of majeure force which may arise during job preparation. Any delays, therefore, may – in no case – give right to reimbursements for damages or to termination, even partial, of the contract unless these consequences have been expressly accepted by OPM Italia O.A.
  2. Delivery deadline is given once communication for goods ready for shipment or testing.
  3. OPM Italia is not responsible or has any liability for non-delivery or delayed delivery are those relative to lack of raw materials or electrical power, machinery breakdowns, transport interruptions, lack of vehicles, boats or any other for loading, embargo or war in states supplying raw materials or part of the goods, labour unrest, public calamity, etc. etc.

MATERIALS SHIPMENT

  1. Shipments shall be effected in accordance with OPM Italia Order Acknowledgement (which, in case of any dispute, will prevail)

2The goods, unless otherwise mutually agreed, are supplied Ex-works F.O.T. delivery. Responsibility for the state of the materials is transferred to the buyer only and exclusively at delivery to the carrier. Once delivery to the carrier is done, every responsibility from OPM Italia ceases and the material travel at the buyer’s own risk.

3Therefore, any reserves, claims, actions coming from or in any case related to the transport and subsequent operations must be made and / or proposed by the buyer exclusively against the forwarder.

4In the case, that sales price includes costs up to destination, the transfer is understood to be effected by OPM Italia on behalf of the buyer and consequently at his own risk.

5In the case of delayed collection, storage costs will be charged. Moreover, OPM Italia reserves the right to totally or partially terminate the contract and / or ship the materials ready to the buyer’s known address, charging the costs as provided per previous point 2, in the case one of the following occurs:

a)Fifteen (15) days have passed from the date of communication to the buyer of goods ready for shipment or for testing and he has given no answer about goods collection.

b)We haven’t been able to ship the goods due to a lack of instructions from the buyer.

TRANSFER OF OWNERSHIP AND RISKS

  1. The buyer shall acquire goods ownership only upon full payment of the invoice issued by OPM Italia, but will assume any risks concerning the supply, including the risk of deterioration of the same, starting from the moment of delivery of the supply to the agreed place of destination. From such a moment, the seller will be freed from any liability regarding goods supply.

TESTING

  1. Any materials testing must be clearly requested by the buyer at the moment of order, upon OPM Italia acceptance of it, through written indication Order Confirmation.
  2. Fees for the external testing authorities (Third Party Inspection) are fully charged to the buyer, unless otherwise previously mutually agreed.
  3. The Buyer will be informed that the goods are ready for testing as soon as possible, so that the buyer may give instructions to the authority ha has designed.
  4. Materials that might be rejected during testing lead to the unique obligation of substitution in the shortest possible time and the buyer is not entitled to ask for any compensation or reimbursement.
  5. Should testing have to be suspended upon the buyer’s request and accepted from OPM Italia, the buyer shall be charged for all extra costs deriving from such suspension (storage fees, interests, etc. etc.)

PACKAGING

  1. OPM Italia shall provide packaging in accordance with his experience and usage and is explicitly exempt from all and any liability for losses and damages.
  2. The use of particular packaging, or the exclusion of packaging in the case of goods for which it’s normally used, shall be requested by the buyer when placing the order.

GUARANTEES

  1. OPM Italia guarantees materials fully in accordance with Order Confirmation. OPM Italia, however, can’t be responsible, unless differently previous mutually agreed, for applications and / or operations to which the supplied material is subjected by the buyer.
  2. The buyer is obliged to carry out tests on the products to determine is these are suitable for processing and for the use to which they are designed to.

COURT OF LAW - APPLICABLE LAW

  1. The Court of law with sole jurisdiction for any controversy related to any contract concluded from OPM Italia is that of Milan (Italy)
  2. For whatever not considered in these general sales and terms of conditions, Italian law shall apply to sales concluded by OPM Italia. In case of further law controversy, Italian law shall prevail.

O.P.M. ITALIAS.R.L. SEDE LEGALE: VIA MURRI 40, 20013 MAGENTA (MI) COD.FISCALE/P.IVA: 12135310154

CAP.SOCIALE: 115000,00 € I.V. ATTO COSTITUTIVO DEL 21/04/97.