General terms and conditions of sale
- Scope of Application
All orders placed by the Buyer shall be subject to these General Terms and Conditions of Supply, to the exclusion of any other terms. Any terms contained in the order shall not derogate from these General Terms and Conditions of Supply unless expressly approved in writing by Euromega Srl.
These General Terms and Conditions of Supply may only be amended or modified by means of an explicit written agreement between the Parties. - Orders
Orders must be submitted in writing and must contain all necessary information including date, product description, quantity, unit price, total amount, delivery times, delivery and payment terms, and any other special conditions. Any refusal of an order must be communicated in writing to the Buyer within 15 days from the order date. Failure to respond will be considered as tacit acceptance of the order. - Price
The price of the Products shall be the one stated in the price list in force at the time the order is accepted and confirmed in the order. - Payment Terms
Payment for the Products shall be made by the due date stated on the invoice issued by Euromega Srl, which will be issued upon delivery of the products. Each invoice will detail the product description, the Buyer’s code, and the delivery date. Ownership of the delivered goods will remain with Euromega Srl until full payment is received. Any complaints regarding defects or shortages, identified by the Buyer during acceptance checks or in the production process, will result in a credit note being issued by Euromega Srl, subject to verification of the claim’s validity. In the event of a claim, the corresponding amount may be deducted from the payment due. - Delivery
Euromega Srl will make every effort to meet the delivery dates and quantities specified in the order. Any indicated delivery dates are approximate, and Euromega Srl shall not be held liable for any delays. In case of non-delivery of the ordered quantity and/or correct Products, Euromega Srl shall provide the supply or replacement as soon as possible, consistent with its business needs, without liability for any damages claimed by the Buyer. - Inspection of Defective Products
The Buyer shall inspect the integrity of the Products and their packaging within 5 days from the delivery date. Any defects must be immediately reported in writing to Euromega Srl. Products acknowledged as defective by Euromega Srl will be repaired or replaced free of charge, within the limits of the warranty provided. If transportation is handled by a carrier appointed by the Buyer, the latter shall be responsible for any damage incurred during transport. Any packaging defects must be noted on the transport documents at the time of loading. - Warranties
Euromega Srl warrants that all Products will comply with the agreed technical specifications and undertakes to promptly investigate any reported defects. In case of verified defects, Euromega Srl undertakes to repair and/or replace the defective Products. For Products not directly manufactured by Euromega Srl, the Buyer accepts that the only applicable warranty shall be the one granted by the Manufacturer. Transport and delivery costs shall be borne by the Buyer. If defective Products are identified after delivery to the final Consumer, Euromega Srl shall be exempt from any liability if it is proven that the defect was caused by the Buyer. - Confidentiality
Each Party undertakes to keep confidential all technical or commercial information acquired regarding the other Party’s business. The Parties agree that such confidential information shall not be disclosed to third parties and shall remain confidential among executives, employees, agents, and external consultants. This clause shall remain in force for 3 (three) years from the date of completion of the last Order. - Duration, Termination, and Withdrawal
These General Terms and Conditions shall remain in force until the completion of the last supply Order, unless modified by agreement between the Parties. The Buyer and/or Euromega Srl may terminate the contract pursuant to Article 1456 of the Italian Civil Code by registered letter with return receipt, clearly stating the alleged breach. - Miscellaneous
The Buyer may not assign, in whole or in part, any obligations under these General Terms and Conditions without the prior written consent of Euromega Srl. These General Terms and Conditions replace all previous agreements between the Parties. Any amendments shall only be valid if agreed in writing. Any tolerance by Euromega Srl of business practices differing from the terms herein shall not constitute a waiver of its rights. Should any clause be found invalid, the validity of the remaining provisions shall not be affected. - Registered Office
Any communication between the Parties shall be deemed valid only if sent to the addresses indicated. Any address changes must be notified by registered letter with return receipt. - Incoterms
All trade terms referred to in these General Terms and Conditions shall be interpreted in accordance with Incoterms 2020 and subsequent amendments. - Applicable Law and Jurisdiction
Any aspect not expressly regulated by these General Terms and Conditions shall be governed by Italian law. Any dispute concerning the interpretation, execution, or termination of these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Court of Milan.