Mesa Italia S.r.l. agrees to archive all quality registration documents regarding its products for a period of at least 15 years from invoice date.
The customer agrees to maintain an active lot traceability system such that all lots and all end users of each lot can be traced for a period of at least 15 years from the invoice date issued by Mesa Italia S.r.l.
Both parties undertake to carry out market surveillance activities as well as post-market surveillance of products in order to mutually report any knowledge of:
a) cases of incidents, or potential incidents, that could have caused or could cause death or serious deterioration of the health condition of patients, third parties and users of products performed with materials supplied by Mesa Italia S.r.l.
(b) deficiencies in the instructions for use that could lead to inappropriate use of the device.
The above information is intended to enable both parties to take appropriate and timely action if, of the case, in the most appropriate and timely manner, including withdrawal of the product from the market.
1.1 These general conditions apply together with any special conditions defined in the contract. In case of contradiction the special conditions shall prevail.
1.2 This contract of sale is governed by the United Nations Convention on the International Sale of Goods (Vienna 1980) and, for matters not covered by that convention, by Italian law.
1.3 Any reference to trade terms (such as EXW, CIP, etc.) shall be deemed to be a reference to the Incoterms of the International Chamber of Commerce, in the text in effect on the date the contract is entered into.
2.1 Any information or data on the characteristics and/or technical specifications of the products contained in brochures, price lists, catalogs or similar documents shall be binding only to the extent that such data has been expressly referred to in the contract.
2.2 The Seller reserves the right to make such changes to the products as may be necessary or appropriate without altering the essential characteristics of the products.
3.1 The “purchase order” becomes binding when the Buyer receives the Seller’s “order confirmation,” which must be sent in writing, including by e-mail.
3.2 Any changes to the contract, proposed by the Buyer, will result in a change to the contract only if accepted in writing by the Seller.
4.1 Delivery terms shall be approximate in favor of the Seller and in any case with a reasonable margin of tolerance.
The Seller shall send to the Buyer within 7 days from the date of delivery of “dental alloys” some of the following documents:
– invoice;
– declaration of order compliance;
– packing list;
– instruction manual and labels;
– declaration of origin;
– declaration of known consignor.
The Veditor shall send to the Buyer within 7 days from the date of delivery of “mechanical and industrial products” some of the following documents:
– invoice;
– chemical analysis;
– declaration of order compliance;
– dimensional visual certificate;
– normal or fluorescent liquid penetrant declaration;
– mechanical testing.
If the Seller expects to be unable to deliver the products on the agreed delivery date, he shall promptly notify the Buyer in writing, stating, where possible, the expected delivery date.
4.2 Any delay due to force majeure (as defined in Article 12) or to acts or omissions of the Buyer (e.g., failure to provide information necessary for the supply of the products) shall not be deemed attributable to the Seller.
4.3 In the event of delay in delivery attributable to the Seller, the Buyer may claim , after having put the Seller in default in writing, compensation for the actual damage proved by the Seller, in the maximum amount of 0.5% of the price of the products delivered late for each week of delay, starting from the twentieth day from the agreed delivery date; however, this penalty shall not exceed 5% of said value.
It is understood that the Buyer may terminate the Contract with respect to products whose delivery is delayed only after the penalty of 5% of the value of the products delivered late has been reached and with 10 days’ notice, to be given in writing (including by fax) to the Seller.
4.4 Except in the case of Seller’s willful misconduct or gross negligence, payment of the amounts specified in Article 4.3 excludes any further compensation for damages for non-delivery or delayed delivery of the products.
5.1 Unless otherwise agreed, delivery of the goods shall be Ex Works.
5.2 In any case, whatever the terms of surrender agreed upon by the parties, the risks pass to the Buyer at the latest upon delivery to the first carrier.
5.3 Any claims relating to the condition of the packaging, quantity, number or external characteristics of the products (apparent defects) shall be notified to the Seller by registered letter RR, under penalty of forfeiture, within 8 days from the date of receipt of the products. Any claims relating to defects not detectable by diligent inspection upon receipt (hidden defects) must be notified to the Seller by registered letter RR, under penalty of forfeiture, within 8 days from the date of discovery of the defect and in any case not later than 12 months from delivery.
5.4 It is understood that any claims or disputes do not entitle the Buyer to suspend or otherwise delay payments for the disputed products, let alone other supplies.
Unless otherwise agreed, prices are for products packaged according to industry custom in relation to the agreed means of transport, delivered ex-works, it being understood that any other expenses or charges shall be borne by the Buyer.
7.1 Where the parties have not specified payment terms, payment shall be made as set forth in Article 7.3 below
7.2 Where the parties have agreed on deferred payment, it shall be made, in the absence of any specification to the contrary, within 30 days from date of invoice, by bank transfer. Payment shall be deemed to have been made when the sum becomes available to Seller at his bank in Italy. Where it has been provided that the payment must be accompanied by a bank guarantee, the Buyer shall make available at least 30 days prior to the date of delivery, a first demand bank guarantee, issued in accordance with the Uniform Standards for Demand Guarantees by the ICC from a leading Italian bank and payable against a simple declaration by the Seller that payment has not been received within the agreed terms.
7.3 Where the parties have agreed on prepayment without further indication, prepayment shall be presumed to refer to the entire price. Unless otherwise agreed, prepayment shall be credited to Seller’s account at least 30 days prior to the agreed delivery date.
7.4 Where the parties have agreed to payment by documentary credit, the Buyer shall, unless otherwise agreed, see to it that an irrevocable documentary credit, issued in accordance with the ICC Rules and Uses Relating to Documentary Credits (Publication No. 600), is notified to the Seller at least 30 days prior to the agreed delivery date. Unless otherwise agreed, the documentary credit shall be confirmed by an Italian bank acceptable to Seller and be payable at sight.
7.5 Where the parties have agreed to payment against documents, payment will be made, unless otherwise agreed, Documents Against Payment.
7.6 Unless otherwise agreed, any bank charges or fees due in connection with the payment shall be borne by the Buyer.
7.7 In the event of delay in payment from the agreed date, the Buyer shall be liable to pay the Seller interest on arrears equal to the discount rate in force in the Seller’s country, plus eight percentage points, from the time when payment should have been made.
8.1 The Seller agrees to remedy any defect, lack of quality or lack of conformity of the products attributable to it, occurring within twelve months after delivery of the products, provided the same has been promptly notified to the Seller in accordance with Article 5.3. the Seller may choose to repair or replace products found to be defective; products replaced or repaired under warranty shall be subject to the same warranty for a period of six months from the date of repair or replacement.
8.2 The Seller does not warrant that the products meet particular specifications or technical characteristics or that they are suitable for particular uses except to the extent that such characteristics have been expressly agreed to in the contract or in documents referred to for that purpose in the contract.
8.3 Except in the case of willful misconduct or gross negligence, any compensation for any damage to the Buyer shall in no case exceed the value share of the products sold.
8.4 It is understood that the aforesaid warranty is absorbent and in lieu of the warranties or liabilities provided for by law, and excludes any other liability of the Seller (whether contractual or non-contractual) however arising from the products supplied; in particular, the Buyer shall not be entitled to make any other claims for damages, price reduction or termination of the contract. Once the warranty period has expired, no claim may be made against the Seller.
The Seller shall deliver to the Buyer goods which comply with the laws in force in Italy. The Buyer shall ascertain that the goods conform to the laws of the country of destination of the goods and shall promptly, and in any event prior to the shipment of the goods, inform the Seller of any changes to be introduced; in such case the Seller shall be free to refuse the order or charge the higher cost.
It is agreed that delivered products remain the property of the Seller until full payment is received by the Seller.
The Buyer shall keep all information provided to it by the Seller, i.e., that contained in drawings, documents, know-how, samples, models, information carriers, etc., confidential and shall not disclose the same to third parties without obtaining the prior written consent of the Seller, nor shall the Buyer use the same for purposes other than those established by the Seller. The Seller retains ownership and other rights (e.g. copyright) to the information provided.
12.1 Either party may suspend performance of its contractual obligations when such performance is rendered impossible or unreasonably burdensome by an unforeseeable impediment beyond its control such as strike, boycott, lockout, fire, war (declared or undeclared), civil war, riots and revolutions, requisition, embargo, power outage, delay in delivery of components or raw materials.
12.2 A party wishing to make use of this clause shall immediately notify the other party in writing of the occurrence and termination of force majeure circumstances.
12.3 If the suspension due to force majeure lasts for more than six weeks, either party shall have the right to terminate this contract upon 10 days’ notice to the other party in writing.
Any dispute arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the Court of Seller’s place of business.
