Terms of sale

Mesa Italia S.r.l. is a company incorporated under Italian law, established in 1975.

Mesa Italia S.r.l. deals with the production of alloys for the dental sector and high-level mechanical processing.

IMPORTANT NOTICE CONCERNING MEDICAL DEVICES

Mesa Italia S.r.l. undertakes to archive all quality registration documents relating to its products for a period of at least 15 years from the date of the invoice.

The customer undertakes to maintain an active batch traceability system that allows the traceability of all batches and all end users of each batch for a period of at least 15 years from the date of the invoice issued by Mesa Italia S.r.l.

Both parties undertake to carry out market surveillance activities as well as post-sale product surveillance activities, in order to mutually report any knowledge of:

a) cases of accidents, or potential accidents, which could have caused or could cause the death or serious deterioration of the state of health of patients, third parties and users of products made with materials supplied by Mesa Italia S.r.l.

b) shortcomings in the instructions for use that could lead to inappropriate use of the device.

The above information is intended to enable both parties to intervene, if necessary, in the most appropriate and timely manner, with adequate actions, including the withdrawal of the product from the market.

 

1.General

1.1 These general conditions apply together with any special conditions defined in the contract. In case of contradiction, the special conditions prevail.

1.2 This sales contract is governed by the United Nations Convention on the International Sale of Goods (Vienna 1980) and, for matters not covered by this convention, by Italian law.

1.3 Any reference to commercial terms (such as EXW, CIP etc.) is to be considered as a reference to the Incoterms of the International Chamber of Commerce, in the text in force on the date of stipulation of the contract.

2.Product Features – Modifications

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 will be binding only to the extent that such data have been expressly referred to in the contract.

2.2 The Seller reserves the right to make changes to the products which, without altering the essential characteristics of the products, should prove necessary or appropriate.

3.Formation of the contract

3.1 The “purchase order” becomes binding when the Buyer receives the “order confirmation” from the Seller, 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 of the same only if accepted in writing by the Seller.

4.Terms of delivery

4.1 The delivery terms are intended as approximate in favor of the Seller and in any case with a reasonable margin of tolerance.

The Seller must send the Buyer some of the following documents within 7 days from the date of delivery of “dental alloys”:

• invoice;
• declaration of conformity to the order;
• packing list;
• instruction manual and labels;
• declaration of origin;
• declaration of known sender.

The Seller must send 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 conformity to the order;
• dimensional visual certificate;
• declaration of normal or fluorescent penetrating liquids;
• mechanical tests.

If the Seller foresees that he will not be able to deliver the products on the agreed delivery date, he must promptly notify the Buyer in writing, indicating, where possible, the expected delivery date.

4.2 Any delay due to force majeure (as defined in Article 12) or acts or omissions of the Buyer (eg failure to provide information necessary for the supply of products) is not considered to be attributable to the Seller.

4.3 In the event of a delay in delivery attributable to the Seller, the Buyer may request, upon notice in writing by the Seller, compensation for the actual damage demonstrated by him, up to a maximum 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; this penalty cannot in any case exceed 5% of said value.

It is understood that the Buyer may terminate the Contract relating 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 communicated in writing (also by fax) to the Seller.

4.4 Except in the case of willful misconduct or gross negligence by the Seller, the payment of the amounts indicated in art. 4.3 excludes any further compensation for damage for non-delivery or delayed delivery of the products

5.Return and Shipping – Complaints

5.1 Unless otherwise agreed, the supply of the goods is intended Ex Works.

5.2 In any case, whatever the delivery terms agreed by the parties, the risks pass to the Buyer at the latest with delivery to the first carrier.

5.3 Any complaints relating to the state of the packaging, quantity, number or external characteristics of the products (apparent defects) must be notified to the Seller by registered letter with return receipt, under penalty of forfeiture, within 8 days from the date of receipt of the products. Any complaints relating to defects not identifiable through a diligent check upon receipt (hidden defects) must be notified to the Seller by registered letter with return receipt, under penalty of forfeiture, within 8 days from the date of discovery of the defect and in any case no later than twelve months from delivery.

5.4 It is understood that any complaints or disputes do not entitle the Buyer to suspend or otherwise delay payments for the disputed products, nor, much less, for other supplies.

6.Prices

Unless otherwise agreed, the prices are intended for products packaged according to the uses of the sector in relation to the agreed means of transport, delivered ex works, it being understood that any other expense or charge will be borne by the Buyer.

7.Terms of payment

7.1 If the parties have not specified the payment conditions, the payment must be made as indicated in the following art. 7.3

7.2 If the parties have agreed on deferred payment, this must be made, in the absence of any other specification, within 30 days of the invoice date, by bank transfer. Payment is considered to have been made when the sum becomes available to the Seller at his bank in Italy. Where it is envisaged that the payment must be accompanied by a bank guarantee, the Buyer must make available at least 30 days before the delivery date, a first demand bank guarantee, issued in accordance with the Uniform Rules for Guarantees on Demand by the CCI by primary Italian bank and payable against simple declaration by the Seller that he has not received the payment within the agreed terms.

7.3 Where the parties have agreed on advance payment without further information, it is assumed that the advance payment refers to the full price. Unless otherwise agreed, the advance payment must be credited to the Seller’s account at least 30 days before the agreed delivery date.

7.4 If the parties have agreed to pay by documentary credit, the Buyer must, unless otherwise agreed, ensure that an irrevocable documentary credit, issued in accordance with the Rules and Customs of the CCI relating to Documentary Credits (Publication No. 600), is notified to the Seller. at least 30 days before the agreed delivery date. Unless otherwise agreed, the documentary credit must be confirmed by an Italian bank acceptable to the Seller and be payable at sight.

7.5 If the parties have agreed to pay against documents, the payment will be made, unless otherwise agreed, with Documents Against Payment.

7.6 Unless otherwise agreed, any bank charges or commissions due in connection with the payment will be borne by the Buyer.

7.7 In case of late payment with respect to the agreed date, the Buyer will be required to pay the Seller an interest on arrears equal to the discount rate in force in the Seller’s country, plus eight percentage points, starting from the moment in which the payment would be had to happen.

8.Warranty for defects

8.1 The Seller undertakes to remedy any defect, lack of quality or lack of conformity of the products attributable to him, which occurred within twelve months of delivery of the products, provided that the same has been promptly notified in accordance with art. 5.3. the Seller can choose whether to repair or replace the products found to be defective; Products replaced or repaired under warranty will 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 guarantee the compliance of the products with particular specifications or technical characteristics or their suitability for particular uses except to the extent that these characteristics have been expressly agreed in the contract or in documents referred to for this purpose by the contract itself.

8.3 Except in the case of willful misconduct or gross negligence, any compensation for any damage to the Buyer may not in any case exceed the value of the products sold.

8.4 It is understood that the aforementioned guarantee absorbs and replaces the guarantees or liabilities provided for by law, and excludes any other liability of the Seller (both contractual and non-contractual) in any case originating from the products supplied; in particular, the Buyer will not be able to make other claims for damages, price reduction or termination of the contract. Once the warranty has expired, no claim can be made against the Seller.

9.Manufacturer’s Liability

The Seller delivers to the Buyer goods that comply with the laws in force in Italy. The Buyer will ensure that the goods comply with the laws of the country of destination and will promptly inform the Seller of any changes to be introduced, and in any case before shipping the goods; in this case the Seller will be free to refuse the order or to charge the higher cost.

10.Retention of title

It is agreed that the delivered products remain the property of the Seller until full payment is received by the latter.

11.Confidentiality and copyright

The Buyer must keep all information provided to him by the Seller, i.e. those contained in drawings, documents, know-how, samples, models, information media, etc., in a confidential and confidential manner, and may not disclose the same to third parties, without having obtained the prior written consent of the Seller, nor can it use them for purposes other than those established by the Seller. The Seller retains ownership and other rights (for example, copyright) on the information provided.

12.Force Majeure

12.1 Each party may suspend the execution of its contractual obligations when such execution is made impossible or unreasonably burdensome by an unforeseeable impediment independent of its will such as eg. strike, boycott, lockout, fire, war (declared or not), civil war, riots and revolutions, requisitions, embargoes, power outages, delays in the delivery of components or raw materials.

12.2 The party wishing to make use of this clause must immediately notify the other party in writing of the occurrence and termination of the circumstances of force majeure.

12.3 If the suspension due to force majeure lasts more than six weeks, each party will have the right to terminate this contract, upon notice of 10 days, to be communicated to the other party in writing.

13.Jurisdiction

For any dispute deriving from this contract or connected to it, the Court of the Seller’s office will be exclusively competent.