Terms and conditions of sale

Object of the supply

These general terms and conditions govern and form an integral part of all orders and/or order proposals, as well as all individually negotiated special conditions relating to the supply of products by MAK SpA (hereinafter, for brevity, simply "MAK"). They apply to all current and future contracts whose primary purpose is the supply of goods. Any additional obligations undertaken by MAK do not alter the application of these general terms and conditions.

The supply concerns exclusively the products identified in quantity and quality, and with the technical and construction specifications indicated in the orders and/or order proposals, as well as in all negotiated contracts. MAK reserves the right to make any modifications deemed appropriate to the products for the purpose of updating them or adapting them to new technical construction solutions and/or requirements imposed by current legislation.

Standard clauses and terms and conditions of the customer that conflict with or modify those of MAK do not bind MAK, even if MAK has not expressly objected to them, or even if it has performed services or accepted services from the customer without reservations, regardless of the customer's conflicting or modifying terms and conditions. In any case, MAK is not obligated if the customer's terms and conditions, regardless of the content of these general conditions, conflict with national and/or EU laws, including regulatory provisions.

Knowability

MAK has made these general conditions known, among other things:
– making them available for viewing or copying at its offices to any customer who requests them, or alternatively

– by publishing them on your website.

MAK obligations

MAK must make the goods available to the customer for delivery to the address specified in the order confirmation and, failing that, at its headquarters in Carpenedolo (BS).

Conclusion of supply contract

Each supply contract will be deemed concluded upon receipt by MAK, via email or internet, via the B2B platform of a suitable supply order duly completed by the customer.

Third parties not involved in the conclusion of the contract, particularly the customer's purchasers, are not entitled to assert any contractual claims against MAK. The customer remains the recipient of the delivery even if they assign their rights to a third party. In any case, the signing of individually negotiated private agreements concerning the supply of products, or other and additional obligations and obligations for MAK, entails full acceptance of these general conditions.
Unless otherwise agreed in writing and negotiated separately, MAK is not obligated to perform services not specified in the written order confirmation or in these general conditions. Specifically, MAK is not obligated to provide scheduled services, conduct product demonstrations, deliver accessories not expressly referred to in the contract, provide additional safety equipment, perform installations, or provide customer advice. Under no circumstances is MAK liable for fulfilling obligations arising from the marketing of the goods outside of Italy.

Verbal agreements, declarations, and/or commitments by MAK's commercial representatives, employees, and/or collaborators and/or agents made before, at the same time, or after the signing of these conditions will not be binding on MAK unless confirmed by the latter in writing. Agents, commercial representatives, employees, and/or officials and/or agents of MAK are not authorized to waive the requirement for written confirmation by MAK, nor may they issue declarations differing in content from the written confirmation, or issue declarations and/or guarantees.
Orders placed by the customer using methods other than those set forth in these general conditions will not be binding on MAK in any way. MAK may therefore refuse to accept them, or accept them only partially, at its sole discretion. In the event of a conflict between the customer's purchase order and these conditions of supply, the latter will prevail unless MAK expresses otherwise in writing. Likewise, in the event of a conflict between the customer's order and MAK's confirmation, the latter will prevail.
Before concluding the sales contract, the customer must inform MAK in writing if the ordered goods must have specific characteristics as they are intended for a use other than normal, if they must be used in abnormal conditions or involving particular stress of use or intense stress.

orders

An order is any document containing the identifying elements of the supply to be made, such as quantity, product type, and price.

Pricing

Unless otherwise provided for by payment guarantee or preparatory payment procedures, the customer is obliged to pay the contractually agreed price in the currency indicated in the order confirmation.

Any deadlines granted for performance will lapse, and any unfulfilled obligations will immediately expire, if bankruptcy proceedings are filed against the customer's assets; if the customer fails to fulfill essential, overdue obligations to MAK or third parties without just cause; if the customer has failed to provide accurate creditworthiness information; or if credit insurance coverage is reduced for reasons not attributable to MAK.

MAK reserves the right to offset, at its sole discretion, payments received, regardless of their currency and jurisdiction, against any claims it may have against the customer – whether its own or obtained through assignment.

The customer may not exercise the legal right to set off his or her claims against those of MAK, unless the counter-performance is expressed in the same currency, is based on a right of the customer, and is legally established, or is due and undisputed, or is acknowledged in writing by MAK.

The customer is obliged to take delivery of the goods on the contractually established date, without invoking further terms, at the place indicated for delivery in the written order confirmation, or in its absence at the MAK headquarters.

Price lists, estimates, offers, and prices may be subject to changes and/or subsequent additions at any time at the sole discretion of MAK.

Time of delivery

Unless otherwise agreed in writing by the parties, delivery of the products is deemed to be EXW (ExWorks Incoterms 2010), excluding transportation, insurance, taxes and duties of any kind, as well as any other charges, which will be borne entirely by the customer. Force majeure, unforeseeable circumstances, and all exceptional events that may jeopardize the proper fulfillment of the order, such as delays and/or interruptions in supplies from regular suppliers, labor disputes, supply difficulties, power outages, import and export restrictions, third-party actions, the emergence of particular technical difficulties, and government measures, will allow MAK to appropriately extend the delivery terms or, if fulfillment of the order is compromised or made impossible, to withdraw from the contract in whole or in part, without the customer's right to compensation. The terms unforeseeable circumstances and force majeure are to be understood in a broad sense and include any event that limits or impedes the normal course of production and/or distribution.

Without prejudice to any other rights deriving from the law, MAK may perform after the expiration of the established deadline if it informs the customer and communicates the deadline for late performance. The customer may object within 48 hours of such communication. The objection will be effective only if it reaches MAK before the start of the late performance period. MAK may also make one or more attempts at late performance, under the aforementioned conditions.

MAK reserves the right not to process the order, even if confirmed, if the customer has become insolvent with respect to other supplies or with other suppliers, or if the customer's financial guarantees have diminished.

Complaints and complaints for defects and faults

The customer must report any defects and/or faults in the goods to MAK within 8 (eight) days of delivery, if recognizable and obvious. Claims for non-recognizable defects and/or faults cannot be reported after the 24 (twenty-four) month warranty period for manufacturing and paint defects has expired. Claims must be formally notified to MAK immediately in writing, under penalty of forfeiture. Failure to properly report the defects, given the mandatory deadline, will result in the buyer forfeiting the relevant right.

Employees, representatives or other distributors on behalf of MAK are not authorized to accept complaints or to issue declarations and/or warranty certificates.

Once the complaint has been filed, the customer may avail of the remedies provided for in these general terms and conditions. The customer has no further remedies. In the event of an incorrect complaint, the customer may avail of the above remedies only if MAK has fraudulently concealed the existence of the defect and/or fault.

MAK's implementation of the remedies available to the customer does not constitute recognition that would entitle the customer to any claim for compensation for alleged damages, nor can it be interpreted as a reversal of the burden of proof.

Any admissions by MAK, however expressed, have the sole purpose of clarifying the facts and do not constitute a waiver by MAK to raise the objection of incorrectly filed reporting.

If the delivered goods are actually defective, MAK may replace them.

Returns will not be accepted unless expressly authorized in writing by MAK.

Delivery of non-compliant goods

Without prejudice to any exclusion or limitation of the seller's liability under the law, delivery is deemed non-compliant with the contract when the customer proves that the goods are clearly different in quantity, quality, or type from those specified in the written order confirmation. Changes to the model, construction, or materials used that reflect the latest technological developments do not constitute non-compliance with the contract. Even if the goods are non-compliant under the provisions in force in Italy, the goods are still deemed to be compliant with the contract if the legal provisions in force in the country where the customer is based do not impede their normal use.

Upon delivery and/or arrival of the shipment, the customer and/or their representative is required to verify the correct number of packages and any anomalies, and to simultaneously sign the delivery note and/or the courier's shipping slip with reservation. Failure to do so will result in the shipment being considered complete and free of defects.

Warranty

MAK declares and guarantees that its products have been manufactured in full compliance with national, EU, and international regulations governing the material, the excellent quality of the materials used, and the good construction of the products. Furthermore, they have been carefully tested and subjected to strict quality checks.

Regarding the start and duration of the warranty, please refer to the provisions of the product warranty regulations in force at the time of sale and in particular it is confirmed that the warranty will be valid for 24 (twenty-four) months.

If the customer has directly performed or has had third-party interventions performed on the product other than MAK, the warranty will lose all effectiveness and will no longer be valid. In any case, the warranty cannot be invoked and the customer will be deemed to have forfeited its rights if they fail to properly fulfill their payment obligations for the supply.

The obligation to replace defective parts exhausts MAK's liability under this warranty, nor will the customer be entitled to claim compensation for damages or the payment of compensation for any further reason.

Disclaimer

MAK catalogs, price lists, or other promotional materials merely indicate the type of products and prices, and the information provided therein is not binding on MAK. MAK therefore assumes no responsibility for errors or omissions in its price lists or promotional materials.

Compensation for damage

Outside of the warranty cases referred to in the previous articles, the customer is not entitled to any further rights or remedies. Specifically, MAK is not liable for any compensation requested for breach or non-fulfilment of the contract.

The limitation periods for contractual claims as set out in these general terms and conditions apply.

The limitation and/or exclusion of MAK's liability also applies to the personal liability of its employees, dependent workers, collaborators, agents, representatives and delegates for the performance.

Without prejudice to any further claims by MAK arising from the law or the contract, the customer is in any case obligated to compensate for the following damages: i) in the event of late payment, the customer will reimburse the usual costs for judicial and extrajudicial actions incurred in Italy and abroad, as well as, without the need for proof, default interest as provided for by Article 5, paragraph 2 of Legislative Decree 231/2002, as amended by Legislative Decree 192/2012, starting from the payment deadline; ii) in the event of unjustified delay or failure to accept delivery, MAK will have the right to request a lump sum compensation for damages in the amount of 15% of the value of the relevant delivery without the need for proof of its existence and actual amount.

Retention of title

Ownership of the products will remain with MAK until the invoice is paid in full, even after delivery to the customer. Upon delivery and until ownership has been transferred, the customer will be deemed the custodian of the products and must maintain them with the utmost diligence. Until ownership has been transferred, the customer may not resell or dispose of the products in any way, rent them, transfer them, or give them to third parties, or otherwise use them for purposes other than those set forth in the supply contract.

In the event of third-party actions against the products subject to retention of title, and in particular with regard to seizures and seizures, MAK must be immediately informed by the customer in writing.

In the event of the customer's failure to pay for supplies in full or in part by the due date, MAK may repossess the delivered products upon request. Notwithstanding the foregoing, the customer is responsible as custodian for any damage or loss occurring after delivery, even if caused by unforeseeable circumstances, force majeure, or other events not attributable to the customer.

Payments

Payments must be made according to the conditions and timeframes set forth in the order, order proposal, or negotiated contract.

In the event of non-payment or late payment of any amount due to MAK for any reason, interest on late payment, as set forth in Article 5, paragraph 2 of Legislative Decree 231/2002, as amended by Legislative Decree 192/2012, will accrue from the date of the payment deadline, without the need for formal notice or formal notice from MAK and without prejudice to compensation for further damages.
MAK will have the right to refuse or suspend supplies in the event of default by the customer on any amount owed to it or if the customer's financial situation worsens after the conclusion of the contract such that its financial guarantees are reduced.

The customer waives the right to set off any credits against MAK unless his debts have been paid in full.

In the event of non-payment or late payment, MAK will also have the right to terminate the supply contract pursuant to art. 1456 of the Italian Civil Code, acquiring the advance payment as a penalty, without prejudice to further damages.

Confidentiality

For the entire duration of the supply contract, the parties undertake to maintain the confidentiality of all confidential information of which they have become aware by reason of and during the course of the same.

Technical specifications and industrial property

The specifications, drawings, specifications, samples, models, equipment and documents that MAK may communicate to the buyer by any means will remain the property of MAK and the customer undertakes to keep them confidential and to use them exclusively for the execution of this contract.

The customer also undertakes to refrain from using and from allowing third parties to use in any way, except to the extent strictly necessary for the performance of the supply contract, any and all ideas, projects, designs, trademarks, company names, signs, names, inventions, utility models, service marks, copyrights (including any future copyrights), intellectual works, designs, software, patents, know-how, distinctive signs and any other rights of a similar nature in any form, whether registered or not, including any rights created or developed during the performance of the supply contract, having as their object or incorporated in the products, the supply contract and/or in any and all components of the supply (including, without limitation, accessory technical and informational material and use and maintenance manuals), or which are in any way used by MAK or by companies belonging to its group (hereinafter, the “intellectual property”).

The customer therefore undertakes to refrain and to ensure that third parties refrain from requesting the registration of or claiming in any way rights to the aforementioned intellectual property, as well as to immediately inform MAK of any claims, disputes and threats made by third parties in relation to such rights.

Express termination clause

This contract will be automatically terminated in accordance with the procedures set forth in Article 1456 of the Italian Civil Code if the customer suspends, in whole or in part, payment of the sums owed to MAK in relation to the supplies made to it;

refuse to accept the goods supplied to you;

disclose to third parties news and information relating to commercial relationships with MAK;

you use MAK trademarks and/or designs inappropriately;

commit violations of the exclusive supply area, where expressly agreed;

is subject to bankruptcy proceedings, none excluded, and also if protests have been raised against it or if enforcement proceedings are pending on movable property, real estate or third parties;

reduce in any way its own financial guarantees placed to protect the satisfaction of MAK's creditor claims;

make himself untraceable;

make changes to its corporate structure if the buyer is a partnership or corporation;

refuse, if requested, to provide MAK with suitable personal and real guarantees.
In the event of automatic termination, in addition to paying MAK the amount due, the customer will also be required to fully compensate MAK for all damages suffered as a result of its breach of contract. MAK reserves the right to demand performance.

Termination of contract

Without prejudice to any further rights arising from the law, MAK may terminate the contract in whole or in part due to the customer's breach and without compensation if the customer objects to the application of the General Conditions of International Sale, if the customer violates essential obligations towards MAK or third parties without just cause, if the customer provides incorrect information regarding his or her solvency, if MAK itself receives irregular or late deliveries through no fault of its own, or if for other reasons performance cannot be achieved by means that MAK is required to use, taking into account its interests and those of the customer – legitimate and recognizable at the time of conclusion of the contract – and in particular the consideration stipulated in the contract.

Reasons for withdrawal

Regardless of the provisions set forth in the previous point, MAK may, in any case, withdraw from this contract, without any obligation to provide a reason, with one month's notice.

Assignment of rights

The customer may not assign its rights, nor entrust third parties with the performance of any of the obligations arising from the supply contract, without the prior written consent of MAK.

Privacy policy

Pursuant to EU Regulation 2016/679, the customer authorizes MAK to use and process their personal data, declaring from now on that they are aware of and have been informed of the purposes and methods of processing, the optional nature of providing them, and the possibility of legitimately objecting to their processing by MAK.

The customer also declares that it has been informed, pursuant to Article 13 of EU Regulation 2016/679, that it is the holder of the rights provided for by the aforementioned regulation and of the procedures for exercising them. The customer therefore authorizes MAK to communicate its personal data to its subsidiaries and affiliates for statistical, commercial, marketing, credit protection, credit management, and assignment purposes, through consultation, processing, comparison, interconnection, and communication of the same for credit protection purposes and always within the scope and limited to the purposes and provisions of this agreement.

Language

These general terms and conditions are drafted in Italian. Any translations into other languages are for reference purposes only. In the event of any discrepancies, the Italian version will prevail.

Competent court and applicable law

The agreed place for the performance of the service, for the payment of the price and for the fulfillment of all obligations arising from the legal relationships between MAK and the customer is Carpenedolo (BS).

This applies in particular if, pursuant to a separate agreement with the customer, MAK assumes the cost of payments, performs services at another location on behalf of the customer, or when payment must be made against delivery of the goods or documents, or services already performed must be returned. The place of performance established by this provision is not affected by any agreements regarding the allocation of costs.
For any dispute arising from or connected to the supply relationships governed by these general conditions or, in any case, with the same connected to them, the judicial authority of the Court of Brescia will have exclusive jurisdiction, with the express and agreed exclusion of any other possibly competing or alternative jurisdiction.
These general conditions and the supply contract are governed by Italian law.

Specific approval pursuant to art. 1341 et seq. of the Civil Code

The customer declares to have read and understood all the clauses of these general conditions and specifically approves, pursuant to art. 1341 et seq. of the Civil Code, the following articles: 4 (Conclusion of the Supply Contract); 6 (Prices); 8 (Disputes and Complaints for Defects); 10 (Warranty); 11 (Limitation of Liability); 12 (Compensation for Damages); 17 (Express Termination Clause); 18 (Termination of the Contract); 19 (Causes for Withdrawal); 23 (Jurisdiction and Applicable Law)