General Sales Terms
Applicability of the General Conditions:
Every offer, order, order confirmation, sale contract, distribution contract as well as to any document connected, drafted and concluded by PIZZATO USA INC, a company organized under the laws of the United States of America , with principal address in East Syracuse (hereinafter Pizzato) are subject to these General Conditions. These General Conditions will prevail over any Client’s general purchasing conditions, even if indicated or recalled in orders or in any other document issued by the Client, unless they have been expressly accepted by Pizzato in writing.
In case of discrepancy between these General Conditions and the special conditions reported in the Contract, the Contract shall however prevail.
In writing, in written form, written means paper documents, fax and e-mail.
Client means the Purchaser or the Distributor, as the case may be.
Products means Pizzato’s products.
Any Order sent to Pizzato by the Client shall be accepted entirely at the discretion of Pizzato, and, if so accepted, will only be accepted upon these General Conditions.
Each Order which is accepted by Pizzato’s (the Order Confirmation) shall constitute an individual legally binding contract between the Pizzato and the Client and such contract is hereafter referred to in these Conditions as the Contract.
Contract modifications and/or cancellation could be valued on case by case bases by Pizzato, only if the production of such goods has not been already started.
The Products are manufactured according to the best quality standards.
The technical features of the Products are listed in the Technical Specifications.
Any information or data relating to technical features and/or specifications of the Products contained in brochures, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the Contract.
Pizzato may make any change to the Products which, without altering their essential features, appear to be necessary or suitable.
The products are packed in accordance with the highest standards in order to ensure their perfect preservation in good condition. Pizzato is not liable for any improper treatment of the Products by the carrier.
All orders are shipped “Freight Pre-Paid” F.O.B. Pizzato in East Syracuse, New York. In any case, whatever the delivery term agreed between the parties, the risks will pass to the Client, at the latest, on delivery of the Products to the first carrier.
The terms of delivery specified in the Order Confirmation are approximate and in no case of essence.
Complaints and Warranty:
Any complaints relating to packing, quantity, number or exterior features of the Products (apparent defects), must be notified to Pizzato in written form, by registered letter with return receipt, or facsimile or email with evidence of acknowledgment of the addressee within 10 days from receipt of the Products; failing such notification the Client’s right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Pizzato in written form, by registered letter with return receipt, or facsimile or email with evidence of acknowledgment of the addressee, within 10 days from discovery of the defects and in any case not later than 18 months from delivery, failing such notification the Client’s right to claim the above defects will be forfeited. It is the responsibility of the Customer to evaluate the importance of the products used and the possible damage caused by their malfunction and to adopt the necessary technical measures to minimize consequences on machines also for personal safety purposes (redundancy systems, self-controlled systems, etc).
Complaints shall give a complete and precise description of the claimed defect, also through appropriate documentation by images.
Pizzato will have the choice between repairing or replacing the Products which have shown to be defective or paying to the Client the cost of repairing that the Client intends to perform by himself but not higher than the cost of the Product to be repaired.
Pizzato does not warrant that the Products conform to special specifications or technical features or that they are suitable for particular usages except to the extent such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.
The guarantee will not operate if the Products have undergone any kind of modification by the Client or by unauthorized third parties or have been subject to misuse other than the one indicated in the technical specifications and user manuals and installation or if they have not been moved, stored and maintained properly by the Client or have been subjected to repair unauthorized by Pizzato.
Normal wear and tear of the Products are excluded from this guarantee.
Any complaint or objection do not entitle the Client to suspend or to delay payment of the Products as well as payment of any other supplies.
Pizzato is in no way liable or responsible for injuries or damages to persons or property arising from or out of use of the Products. In no event shall Pizzato be liable for other damages, direct or indirect, special or consequential, including, without limitation, damages for lost profits, business interruption, loss of data, or other economic loss arising out of use of or inability to use any Product.
THE ABOVE-MENTIONED GUARANTEE IS IN LIEU OF ANY OTHER LEGAL GUARANTEE OR LIABILITY WITH THE EXCLUSION OF ANY OTHER PIZZATO’S LIABILITY (WHETHER CONTRACTUAL OR NON-CONTRACTUAL) WHICH MAY ANYHOW ARISE OUT OF OR IN RELATION WITH THE PRODUCTS SUPPLIED (E.G. COMPENSATION OF DAMAGES, LOSS OF PROFIT, RECALL CAMPAIGNS, AND SO FORTH).
Prices of Products are determined on the basis of the price lists sent by Pizzato to the Client. In case of conflict between the price list and Prices established in the Order Confirmation, the latter shall prevail. Unless otherwise stated, prices are firm for thirty days. The minimum billing charge on any order placed with Pizzato is $100.00. Prices are net of transportation costs, insurance, taxes and any additional burden. Prices are quoted in the currency listed in the Order Confirmation. Should Pizzato be required to pay any such tax or fee, the Purchaser shall reimburse Pizzato unless the purchaser has provided Pizzato at the time of the order with an exemption certificate or other document acceptable to the authority charging the same with proof of exemption from any required taxes or fees.
Terms are net thirty (30) days from the date of invoice to Purchaser’s with open accounts with Pizzato. Purchaser’s without open accounts, payments can be made by credit card or bank wire transfer. If Purchaser fails to comply with any terms of payment, Pizzato may place on hold any further shipments and the past due unpaid balance will also accrue interest of 1.5 % per month from date of invoice or to the maximum interest rate that can be lawfully applied. All payments shall be in U.S. currency, without any deductions.
Trademarks and Copyrights:
The Client has no right, title or interest in any trademarks, tradenames or copyrights in the goods, and the Client covenants that they will take not action to register or otherwise interfere with such rights.
Either party shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy black-outs, delay in delivery of components or raw materials.
The party wishing to make use of the present clause must promptly communicate in writing within 48 hours from the event to the other party the occurrence and the end of such force majeure circumstances.
Should the suspension due to force majeure last more than six weeks, either party shall have the right to terminate the Contract by a 10 days' written notice with registered post with acknowledgment of receipt to the counterpart.
Applicable law and dispute resolution:
These General Conditions shall be construed and enforced in accordance with the laws of the state of New York.
The exclusive jurisdiction and venue of any action with respect to these General Conditions shall be in the Supreme Court for the County of Onondaga, New York and the United States District Court for the Northern District of New York and each party hereby submits itself to the exclusive jurisdiction and venue of such Courts for purposes of any such action.