Sales Terms & Conditions
PLEASE NOTE THAT THE TERMS AND CONDITIONS APPLICABLE TO ANY SPECIFIC SALE MAY VARY FROM THOSE LISTED BELOW.
FOR TERMS RELATING TO ANY SPECIFIC SALE, PLEASE REFER TO THE TERMS SUPPLIED WITH THE INVOICE
These standard terms and conditions of sales apply to the relationship involving the supply of products by any company of Manuli Hydraulics Group (referred to below as MHG) to professional operators (referred to below as Buyer or Buyers).
2. SUPPLY ORDERING PROCESS
The Buyer may issue purchase orders to MHG in the following ways:
- By fax
- By e-mail
- On-line, only in the case of Buyers previously authorized to do so by means of a suitable activation procedure. This activation is essential if orders are to be placed on-line.
The Buyer activation is by allocation of an identity code (user-id) and password to enable it to be recognized each time an order is placed, and takes place by filling in and returning the schedule set out in the home page of MHG’s web site as described in the Request for Information section.
The Buyer has the right to refuse the request for activation or cancel an existing activation.
3. CONTRACT FORMATION
All orders for MHG goods are subject to written acceptance by MHG by e-mail, fax or post. For on-line orders to MHG as described in point 2.C above, the authorized Buyer is first identified through his user-id and password, then selects the products, quantities and delivery address as guided by the system and issued the supply order. The order sent to MHG on-line is accepted only if specifically confirmed by this latter by e-mail, fax or post.
Any and all terms in Buyer’s purchase orders, acknowledgments, confirmations, or other business forms (“Buyer’s Forms”) which vary, conflict with or add to, or are in any way inconsistent with, the terms provided below are REJECTED by MHG and shall not be part of any agreement between the Buyer and MHG unless specifically agreed to in a writing document signed by MHG.
MHG’s acceptance of a purchase order or the commencement of performance by MHG shall neither change nor add to this Agreement; THE TERMS PROVIDED BELOW SHALL PREVAIL OVER ANY VARYING, ADDITIONAL OR CONFLICTING TERMS IN THE BUYER’S FORMS.
For all on-line orders, these Standard Terms and Conditions of Sale, as available to the Buyer on the web site www.manuli-hydraulics.com, are applicable.
4. INFORMATION MADE AVAILABLE TO THE BUYER
Before the issue of the purchase order, MHG will provide the Buyer with all the commercial information on the products that it may require. In particular, California’s Proposition 65 regulations require specific identification of at least one or more chemical and a specific end-point. In order to comply with these regulations, the new warning requirements for products sold in California will be provided to consumers prior to or during purchase and they will generally include 1) an icon, 2) specific language and 3) a website address. After the order has been placed, MHG will inform the Buyer of the stages of the order through MHG service structure or, for those Buyers in possession of User_ID and Password, through MHG’s web site.
MHG reserves the right to alter the prices, discounts and payment conditions in force when the contract is confirmed and the Buyer expressly acknowledges and agrees upon such right.
However, any modifications will become effective after notification of these has been issued, and they will apply only to the part of the supply that has not been completed.
In such a case the Buyer may cancel the contract for the part not completed within 2 (two) weeks of the issue of notification of the increase and MHG shall have no liability, directly or indirectly, whatsoever.
Prices do not include country, federal, state or local taxes, now or hereafter enacted, applicable to the goods sold, which tax or taxes will be added by MHG to the sales prices where MHG has the legal obligation to collect them, and will be paid by the Buyer or reimbursed by the Buyer to MHG if paid by MHG, unless the Buyer provides MHG with a proper tax exemption certificate.
7. SHIPPING, TITLE AND DELIVERY
Shipments shall be EXW as such term is defined in the Incoterms 2010, unless differently agreed upon in writing.
Shipping dates are approximate and are based to a great extent on prompt receipt by MHG of all necessary information from the Buyer.
MHG shall not be liable for any loss or expense incurred by the Buyer in the event that MHG fails to meet the specified delivery schedule(s) due to production or other delays due to unforeseen circumstances.
Buyer must collect the products within 5 working days from the declaration by MHG of readiness for shipment EXW.
For shipment FCA or FOB, Buyer must notify MHG with all necessary information for the shipment FCA or FOB within 10 working days from the declaration by MHG of readiness for shipment.
In case of not respect of the above mentioned period, MHG will have the right to terminate the order or to store the products at MHG’s warehouse at risk and expense of the Buyer at a rate of € 0,5 per day per pallet.
Unless differently agreed upon in writing, shipments shall be only for Lot or multiple of Lot for each product code.
The term “Lot” is the minimum order quantity for each product code as indicated in the current price list/catalogue and must be a multiple of the minimum quantity per product code.
8. WITHDRAWAL RIGHT
In case of communication by MHG of his impossibility to respect the shipping date indicated in the confirmation of order, and unless a new shipping date will be agreed upon in writing, the Buyer can, waiving any other rights, withdraw the order by means of written notice to be sent to MHG within 7 days from the communication of MHG.
MHG will accept returns only upon prior agreement and at conditions to be defined between the parties.
Due to MHG’s requirements, tolerances of +/-10% of the confirmed quantities, as and if applicable, are always allowed and accepted.
Payment shall be made within the agreed upon period from the date of invoice, in the agreed upon currency at the address shown on the invoice.
If payment in full is not received by MHG by the due date, the Buyer shall be in breach hereof.
In the event of late payment, the Buyer will incur an interest charge calculated at the reference rate of the local national central bank plus 2 percentage points per year on the unpaid balance to cover the administration costs of collection.
Moreover, MHG reserves the right to suspend all further deliveries, to recover all unpaid materials and to require an immediate payment of all other claims.
Such charges may be in addition to other remedies exercisable by MHG.
The amount of credit may be changed or credit withdrawn by MHG at any time.
On any order on which credit is not extended by MHG, shipment or delivery shall be made, at MHG’s election, Cash on order (in whole or part), letters of credit with all costs of collection paid by the Buyer or other terms as agreed between the parties.
12. SUSPENSION OF THE CONTRACT
Should the Buyer fail to comply in whole or in part even with only one of the supply conditions or if there are any changes of any kind in the Buyer’s company name, form or trading capacity, as well as in the event of proven difficulty in meeting the payments to MHG or third parties, MHG will have the right to suspend any further deliveries and convert any premiums that have matured, bank transfers or other deeds of payment unless a suitable guarantee is issued.
13. FORCE MAJEURE
MHG shall not be responsible for any delay or failure to perform due to causes beyond its reasonable control.
These causes shall include, without limitation, fire, flood, earthquake, accident, acts of the public enemy, war, acts of terrorism, riot, epidemic, quarantine restrictions, labor dispute, labor shortages, interruption of transportation, inability to secure raw materials or machinery, extraordinary increases in such raw materials prices, rationing or embargoes, acts of God, acts of Government or any agency thereof, acts of any state or local government or any agency thereof, and judicial action.
Similar causes shall excuse the Buyer for failure to take goods ordered by the Buyer, provided reasonable notice is given to MHG of such contingency.
However, the Buyer shall not be excused from the terms hereof for (i) any goods shipped prior to receipt of such notice; or (ii) goods already in transit when the contingency occurs.
14. LIMITATION OF LIABILITIES
THE BUYER AND MHG AGREE THAT (I) THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY WARRANTY CONCERNING THE GOODS SHALL BE REPAIR OR REPLACEMENT OF THOSE GOODS OR THEIR COMPONENT PARTS OR REFUND OF THE PURCHASE PRICE; AND (II) MHG SHALL HAVE THE EXCLUSIVE RIGHT TO SELECT ANY SUCH REMEDY IN ITS SOLE DISCRETION.
MHG SHALL NOT BE LIABLE FOR CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO PERSONS OR PROPERTY AND MHG’S SOLE LIABILITIES AND BUYER’S EXCLUSIVE REMEDIES HEREUNDER ARE AS PROVIDED IN THESE STANDARD TERMS AND CONDITIONS OF SALES. MHG SHALL NOT BE LIABLE FOR ANY EXCESS REPROCUREMENT COSTS, SPECIFIC PERFORMANCE OR DELAY IN DELIVERY.
Notwithstanding any implication to the contrary, MHG shall have no liability whatsoever unless and until the Buyer shall have paid the full purchase price of all goods delivered.
15. WARRANTY AND CLAIMS
MHG warrants that the Products will be free of defects in material and workmanship for a period equal to twelve (12) months from the date of shipping from MHG to the Buyer or, with the sole exception of assembly machines, within two thousand (2000) hours of use, whichever comes first.
In case of claims presented in the correct way and regarded as founded, MHG agrees to replace or repair the defective product when these are returned to its premises.
- This warranty does not cover any faults caused by normal deterioration, accelerated deterioration caused by special physical, chemical or electrochemical conditions, insufficient maintenance or incorrect repair, failure to follow the storage, user and operating instructions, use of unsuitable materials, the effects of a chemical or electrolyte process, assembly operations not carried out using only MHG’s original parts or MHG’s original certified parts, using MHG’s assembly machines and in strict accordance with MHG’s latest assembly instructions to be found always updated at www.manuli-hydraulics.com, or any other faults arising as a result of circumstances over which the supplier has no control.
This warranty does not cover faults caused by modifications made by the customer or a third party, or assembly or installation operations carried out by these latter without observance of the operating and installation conditions and/or the technical specifications of the products.
- IN NO EVENT SHALL MHG BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
NO PRODUCT IS WARRANTED AS BEING FIT FOR A PARTICULAR PURPOSE.
The warranties described above apply only if (i) the Product has not been misused, tampered or abused in any manner nor have repairs been attempted thereon; (ii) written notice of failure within the warranty period is forwarded – exclusively by means of the form available on the website www.manuli-hydraulics.com to be filled in each section – to MHG and MHG’s direction for properly identifying Products returned under warranty are followed; and (iii) with the return, a notice authorizing MHG to examine and disassemble returned Products to the extent MHG deems it necessary to ascertain the cause of failure.
The warranties stated herein are exclusive.
THERE ARE NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, BEYOND THOSE SET FORTH HEREIN, and MHG does not assume any other obligation or liability in connection with the sale or use of the Products.
- The receipt by the Buyer or its customer(s) of any of the Products shall constitute the Buyer’ unqualified acceptance of same and waiver by the Buyer of all claims hereunder (OTHER THAN CLAIMS NOT DISCOVERABLE UPON RECEIPT AND INSPECTION) unless the Buyer gives written notice of the same to MHG within eight (8) days after its receipt or, in the event of concealed defects, the claim should be sent to MHG in writing within eight (8) days of their discovery, and in any case within a period of twelve (12) months from shipping from MHG to the Buyer, or, with the sole exception of assembly machines, within two thousand (2000) hours of use, whichever comes first.
In any case, whenever possible, the Buyer shall send MHG a sample of the defective product to follow up the claim procedure.
- No claim of any kind, where as to Products delivered or for delay in delivery or failure to deliver, and whether or not based on negligence, shall be greater in amount that the purchase price of the Products with respect to which such claim is made.
IN NO EVENT SHALL MHG BE LIABLE FOR INDIRECT, INCIDENTAL SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE THEREOF.
It is expressly understood that any technical advise furnished by MHG with respect to the use of the Products, shall not be deemed to be a representation that the Products may be so used successfully or that such use will offer any specific result, and MHG does not assume any obligation or liability for any advice given or results obtained.
- The Buyer shall indemnify and hold MHG harmless against any and all loss damage, cost, or expense of any kind incurred by reason of any negligence, breach or other fault of the Buyer imposed by law upon MHG for damages assessed because of property damage or bodily injuries or death sustained or resulting from the sale, use, or handling of the Products except to the extent caused by the negligence of or breach of this Agreement by MHG, and the MHG has notified the Buyer in writing of any third party’s claims or demands within sixty (60) days after MHG received notice thereof.
For the orders sent to MHG on-line, these will be accepted only after the correct completion of the activation procedure described in point 2.C above, which takes place using a user-id and password. The Buyer is aware that the revelation of the user-id and password to unauthorized parties would enable these to make orders in his name. Consequently, the Buyer will guard his identity code and password with maximum diligence and reserve, as he will be held responsible for any abusive use of these. MHG will take no responsibility for abusive use of the user-id and password, and the order will remain fully valid and effective after confirmation of it has been issued.
- The Buyer agrees to exonerate MHG from any action, request or claim, including claims for compensation for damages, deriving directly or indirectly from the use or abuse of the user-id and password by any party.
- The Buyer agrees to inform MHG of the loss or theft of the password, whereupon MHG will deactivate the password in question and issue a new one.
17. ENTIRE AGREEMENT
THESE TERMS AND CONDITIONS, INCLUDING THE LIMITED WARRANTY AND DISCLAIMER AND LIMITATIONS OF LIABILITY, ARE A COMPLETE AND FULL EXPRESSION OF THE AGREEMENT BETWEEN THE PARTIES.
The terms hereof may not be varied, supplemented, qualified, modified, waived or interpreted by any prior or subsequent course of performance or conduct between the parties (including the shipment of goods hereunder) or by any usage of the trade or by conflicting or additional terms upon the face or reverse of any form to which this is attached or a part of, nor may it be modified by any agent, employee, or representatives of MHG unless such modification or representation is made in writing and signed by a duly authorized officer of MHG.
Stenographic or clerical errors are subject to correction.
If any term of this Agreement is held to be illegal or unenforceable, such term shall be severed from this Agreement and the remaining terms shall remain in force.
This Agreement shall be binding on and inure to the benefit of the successors and assigns of the entire business and goodwill of either MHG or Buyer, or of that part of the business of either used in the performance of such contract, but shall not be otherwise assignable by Buyer.
20. PROPRIETARY RIGHTS
Trademarks, service marks and other product identifications are MHG’s property at all times and shall only be used in connection with the products. The Buyer shall not remove or deface any such marks.
All correspondence regarding this contract will be sent to the MHG’s Customer Service structures geographically competent:
Manuli Hydraulics Italia S.r.l.
fax: +39 02 62713383
telephone: +39 02 62713450
email address: firstname.lastname@example.org
Manuli Hydraulics Polska S.A.
fax: +48 32 2220 147
telephone: +48 32 2220 222
email address: email@example.com
Manuli Hydraulics (Suzhou) Co. Ltd.
fax +86 512 6283 7399
telephone and help desk: +86 512 6283 7099
email address: firstname.lastname@example.org
The validity, performance and construction of these terms and conditions and any sale made hereunder shall be governed by the laws of the Italy. All the terms hereof shall be interpreted in the manner which enhances its enforceability.