1. CONTRACTING PARTIES AND AGREEMENTS
AxxonOil SRL, a company incorporated and registered in Italy, is the Seller. The Seller provides petroleum chemicals (such as lubricants and greases) as well as other related products (the “Products”). The catalogue of Products offered by the Seller and detailed pricing are available on request.
When the Buyer sends the Seller a purchase order, the Seller issues a Proforma Invoice/Order Confirmation (the “Contract”). When the Buyer confirms the Contract, both enter into a Sale Agreement (the “Sale Agreement”) which is governed by these General Terms and Conditions of Sale (the “GTC”).
These GTC, completed by the Proforma Invoice/Order Confirmation constitute the complete and exclusive agreement between the parties and supersede any prior agreements relating to the Products sold hereunder.
No terms, conditions, prior course of dealings, course of performance, usage of trade, understandings, purchase order or agreements purporting to amend, vary, waive, supplement or explain any provision of these GTC shall be effective unless otherwise specifically agreed to in writing by the parties.
2. ORDERS AND CONCLUSION OF THE SALE AGREEMENT
2.1 The Seller shall send the Contract to the Buyer showing the Products types or names, quantities and prices, as well as terms of delivery or shipment and terms of payment. The Sale Agreement is deemed to have been concluded upon the Buyer sending the confirmation of the Contract to the Seller by e-mail or by phone. The Seller shall issue the Invoice upon shipment date.
2.2 No amendment to any sales agreement shall be of any force or effect unless agreed in writing and signed by the parties.
3. PRICE
The Price of the Products (the “Price” or “Sale Price”) shall be the price on the Contract sent to the Buyer. The Seller has the right to adjust such prices at any time pursuant to the variation of shipment costs and or variation of taxes applicable to any sale of the Products. In the event of a variation of price by the Seller, the Buyer shall have the right to the cancel the order or to reduce the quantity ordered prior to shipment.
4. TAXES AND LOCAL REQUIREMENTS
4.1 Any tax, excise or governmental charge imposed upon the value added to the production, sale, storage, use or transportation of any Product sold hereunder, shall be paid by the Buyer to the Seller in addition to the Price. The Buyer shall provide the Seller, on request, with properly completed exemption certificates for any tax from which Buyer claims exemption.
4.2 The Buyer must ensure the Product and the associated packaging, labelling and other information meet all requirements stipulated for it in the country of destination and applicable government regulations. Failure of the Product to meet the aforementioned requirements and regulations remains at the expense and risk of the Buyer.
5. PAYMENT
5.1 Terms of payment are defined in the Contract issued by the Seller. Unless otherwise agreed in writing, payments by the Buyer shall be made in advance, on the acceptance date of the Contract by the Buyer. All bank charges or expenses related to the payment of the invoice shall be for the Buyer’s account.
5.2 The Seller reserves the right to withhold the shipment in case of Buyer’s (a) late payment; (b) non-payment; or (c) failure to provide reasonable assurance of payment upon Seller’s request. If the financial condition of the Buyer becomes impaired or unsatisfactory to the Seller, advance payment shall be given by the Buyer upon demand of the Seller and shipments may be withheld until such payment is received. The Buyer agrees to pay collection costs incurred by the Seller including attorney’s Fees.
5.3 The Buyer cannot invoke any complaint in order to suspend or refuse payments.
5.4 Any invoice that is not paid in accordance with the payment terms shall be accrued of a penalty of 5% per annum of the outstanding balance of the invoice calculated on a daily basis until full settlement. In addition, the Buyer shall be responsible for any costs supported by the Seller to collect the unpaid amount due, equal to a lump sum of 10% of the outstanding amount inclusive of accrued interest. In the event the Buyer fails to make timely payments of any monies due and owed to the Seller, the Seller may set off, withhold or recoup any payments due to the Buyer under this Sales Agreement or any other agreement between the parties, without any prior notification to the Buyer.
6. TITLE AND RISK OF LOSS
Unless otherwise specifically agreed in writing by the parties, title and risk of loss shall pass to the Buyer upon delivery to the carrier at the Seller’s plant or warehouse. Products shall be shipped as agreed between the Seller and the Buyer. Export/import freight terms shall be governed by International Chamber of Commerce Incoterms 2010.
7. CLAIMS
7.1 The Buyer is obliged to verify the goods immediately upon delivery with regard quantity, quality and conformity. The Seller shall not be responsible for measuring, sampling and/or testing the Products. Quantity and quality of the Products are based on the Transport documents and on the Certificate of Analysis (the “COA”) issued at the loading location. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or obvious mistake, as conclusive and binding as to the quantity and quality of the Products loaded.
7.2 The Seller may supply an excess or deficiency of the Products of up to 5% of the weight or volume ordered. If the Products are sold in bulk, the Buyer shall pay for the actual quantity supplied. Only differences in net weight or volume in excess of 5% may be subject to quantity claims.
7.3 Quality shall mean that the Products are in accordance with the Seller’s specifications in force at the time of acceptance of the Contract by the Buyer. In the event of non-compliance of the Product, the Buyer may introduce a claim to the Seller based on the COA.
7.4 The Buyer must also visually inspect the Product and/or its packaging on arrival at the first place of destination and mark any complaint on the consignment note or any other delivery document, on pain of forfeiting relevant claims by virtue of non-conformity (“damaged Products”).
7.5 Complaints regarding the aforementioned elements are only valid if (i) they are communicated in writing by the Buyer to the Seller at the latest within eight (8) calendar days after the delivery of the Products in case of quantity and quality claims and immediately upon delivery for damaged Products, in conformity with article 7.4, (ii) such goods remain available for the Seller’s inspection effected by the Seller or its representative, (iii) the Buyer shall attach to its claim adequate supporting evidence and (iv) the Buyer undertakes all necessary and reasonable measures to restrict the damage. Claims shall be made by written notice from Buyer to Seller within the deadlines stated in article 7.5 (i) above or shall be deemed to have been waived.
7.6 The Supplier will, at its sole discretion, fully or partially replace the delivered Product, credit the defective or damaged Product and/or packaging or provide the Seller a replacement secondary packaging when sufficient to make the Product salable.
7.7 The Seller’s reception of returned goods or its acceptance of a return of the goods, does not imply any recognition of responsibility or correctness of the complaint. A return of the goods will only be accepted if they are in their original condition upon delivery, meaning in their original packaging.
7.8 The use of the goods by the Buyer implies its irrevocable acceptance of the goods.
7.9 Differences with respect to samples, previous deliveries or other characteristics do not justify a claim, when the goods delivered correspond to the characteristics specified in the Contract.
8. LIMITED WARRANTY
8.1 There is no warranty, representation or condition of any kind, express or implied (including no warranty of fitness for a particular use with respect to the Products, whether used singly or in combination with other substances or in any process), except that the material shall be of the quality specified on the Contract, and no warranty shall be implied by law. Final determination of the suitability of the Products for the use contemplated by the Buyer is the sole responsibility of the Buyer, and the Seller shall not have any responsibility in connection with such suitability. No suggestion for use is intended as, and nothing herein shall be construed as a recommendation to infringe any existing patent or to violate any federal, state or local law or regulation.
8.2 Notwithstanding the above, the Seller’s total liability to the Buyer for any and all claims, losses or damages arising out of any cause whatsoever, whether based in contract, negligence or other tort, strict liability, patent infringement, breach of warranty or otherwise, shall in no event exceed the Sale Price of the Products from which such cause arose. In no event shall the Seller be liable for special, incidental, punitive, consequential or exemplary damages, including, without limitation, loss of revenue or profit. The Seller shall not be liable to the Buyer, by way of contribution, indemnity or otherwise, for any part of any loss, damage, or injury to persons or property resulting from Buyer’s handling, storage, transportation, resale, use or disposal of Products, except to the extent that such loss, damage or injury is caused by the Seller’s breach of its warranty as specified above and is within the limit on damages as set forth in this Section 8.
8.3 The Seller shall not be liable to the Buyer for any delay or failure to perform their obligations hereto caused by events beyond the Seller’s reasonable control, including without limitation, acts of God, war, pandemic crisis, vandalism, sabotage, accidents, explosions, tires, floods, strikes, labour disputes, mechanical breakdown, embargoes or other import or export restrictions, shortage of or inability to obtain energy, shortage of suitable parts, material, equipment, labour or transportation, acts of subcontractors, interruption of utility services or acts of any unit of government or governmental agency.
8.4 In the event either Party suspends or ceases the operation of any producing or consuming facility because the operation and/or the Products fail to comply with, or become uneconomical by virtue of compliance with, any applicable governmental law, regulation, ordinance, standard, order or decree relating to pollution, ecology, environment, health or safety, either party shall have the right, in the case of suspension, to suspend, or, in the case of cessation, to terminate this Sale Agreement without any liability upon fifteen (15) days’ prior written notice to the other party.
9. MISCELLANEOUS
9.1 The Buyer warrants that it will not resell the Products or any technical information to any third party individual or legal entity, or to any country subject to sanctions and/or blockades of the United States and/or the European Union.
9.2 Any sales agreement shall be construed and enforced under the laws of Italy. Any dispute resulting from any sales agreements shall be brought exclusively before the Courts of Rome (Italy), to the exclusion of any other jurisdiction.
9.3 Any decision by the Seller to continue performance of this Sale Agreement despite any breach or default by the Buyer shall not constitute or be interpreted as a waiver of such default or breach. No express waiver of any breach of these GTC shall be construed as a waiver of any further breach.
9.4 If any provision in these GTC is cancelled or declared null and void, invalid, or ineffective by any judicial authority, said cancellation and the status of being null and void, invalid, or ineffective shall not affect the other provisions in these GTC, which remain in force to the fullest extent possible.
10. TIME OF APPLICATION AND CHANGES TO GTC
The GTC applicable to any sale are those prevailing at the time of the Contract. The Seller reserves the right to change these GTC at any time, without prior notice. These GTC are available at any time on the Seller’s website www.axxonoil.com. It is the responsibility of the Buyer to review the GTC upon each Sale Agreement. Any purchase order issued by the Buyer implies acceptance by the Buyer of these GTC.
Last update: 29/11/2024.