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General Terms and Conditions of Sale

On this page you will find Movin’s General Terms and Conditions of Sale, which set out in a structured manner the principles and rules governing the supply of our products: from order placement and acceptance through to delivery, as well as warranties, payments, and liability.

GENERAL PROVISIONS

These General Terms and Conditions of Sale (hereinafter the “General Conditions”) govern all sales contracts for the Products (as defined below) entered into between Movin s.r.l. (hereinafter the “Seller”) and any purchaser of the Products (hereinafter the “Buyer”). In the event of any inconsistency between these General Conditions and any specific special conditions of the Seller contained in the contracts concluded between the Seller and the Buyer (hereinafter jointly the “Parties”), or in any other document and/or template of the Seller, the Seller’s Special Conditions shall prevail over the General Conditions.

In any case, these Conditions of Sale shall prevail over any general or specific purchase conditions of the Buyer.

For matters not governed by these Conditions, the provisions of the Italian Civil Code on sales shall apply.

Any amendment or addition to these Conditions proposed by the Buyer shall be ineffective.

Whereas

  • the SELLER is an Italian company that manufactures and markets transport and material-handling systems, automatic equipment and multi-axis controlled manipulators, as well as Cartonfreezer Systems, hereinafter the PRODUCTS;
  • the Parties agree that all supplies of the SELLER’s PRODUCTS to the BUYER shall be subject to the general conditions set out below;
Now therefore, the following is agreed and stipulated:

1. RECITALS AND ATTACHMENTS

1.1 The recitals and attachments form an integral part of these General Terms and Conditions of Sale.

2. DEFINITIONS

The terms listed below shall have the following meanings:
  • Seller: Movin s.r.l., Via Maniago, 43/A – 33080 San Quirino (PN) – Italy – An Italian-law company registered with the Chamber of Commerce of Pordenone under REA no. PN-53755.
  • Buyer: the natural or legal person/company/business that purchases the Products from the Seller and pays, directly or indirectly, the price thereof.
  • Contract: if understood broadly, this document (General Terms and Conditions of Sale) and all contractual documents that the Seller and Buyer will exchange in present and future sales transactions, such as Offers, Orders, Order Confirmations, Proforma Invoices, etc.; if understood narrowly, the individual sale transaction.
  • Effective Date of the Contract: the date on which the sales Contract shall be deemed concluded pursuant to Article 3 of these General Terms and Conditions of Sale.
  • Prices: the price of the Products supplied by the Seller to the Buyer based on the amount, expressed in a given currency, agreed and accepted by the Buyer.
  • Delivery Terms: any reference to trade terms shall be made with reference to ICC Incoterms® 2020.
  • Shipping Date: the shipping date of the Products shall be deemed the date shown on the delivery/transport document.
  • Products: the goods that are the subject matter of the sales Contract concluded between the Seller and the Buyer.

3. CONCLUSION OF THE CONTRACT

3.1 The Contract is concluded at the moment when the Party that made the offer becomes aware of the acceptance by the other Party.

3.2 The offer, acceptance, their revocation and any other declaration addressed to a Party shall be deemed known when they reach the recipient’s address, unless the latter proves that, through no fault of its own, it was unable to become aware of them.

3.3 The procedure for forming the Contract is of two types, depending on whether it begins with a Request from the Buyer or with a purchase order from the BUYER. In the first case, the provisions of Paragraph 3.3.1 below shall apply. In the second case, the provisions of Paragraph 3.3.2 below shall apply.

3.3.1 If the Contract formation procedure begins with a Request from the BUYER—qualified as a mere invitation to treat— the SELLER shall be free to consider such Request or to disregard it at its sole discretion. If it decides to consider the Request and to follow it up, the SELLER shall send the BUYER a written Offer within a reasonable time—qualified as a proposal—containing: (a) details of the Request submitted by the BUYER to the SELLER; (b) description of the Products; (c) Prices of the Products; (d) payment terms for the Products; (e) delivery method of the Products according to Incoterms®; (f) delivery times of the Products; (g) packaging methods of the Products; (h) validity of the Offer; (i) method of acceptance of the Offer; (j) any other information the SELLER deems useful or necessary. The Buyer is free to accept the Offer and, if it accepts it, shall send the SELLER a written purchase order within 60 working days which, if consistent with the content of the Offer, shall constitute acceptance: the Contract shall be deemed concluded at the time such purchase order reaches the SELLER’s address, and the SELLER shall send the Order Confirmation or the Proforma Invoice.

3.3.2 If the Contract formation procedure begins with a written purchase order from the BUYER—qualified as a proposal— the SELLER shall be free to consider such purchase order or to disregard it at its sole discretion. If it decides to consider the purchase order and to follow it up, the SELLER shall send the BUYER, within 60 working days, a written Order Confirmation which, if consistent with the content of the purchase order, shall constitute acceptance: the Contract shall be deemed concluded at the time such Order Confirmation reaches the BUYER’s address.

3.4 The Buyer undertakes to perform the Contract in compliance with applicable laws and regulations (including—regarding any subsequent resale and/or movement of the Products—EU and international rules on subjective/objective restrictions, embargoes and dual-use), with Movin’s Code of Ethics and with the Organization, Management and Control Model pursuant to Italian Legislative Decree 231/2001 adopted by Movin and published on www.movin.it, which the Buyer declares it has read, understood and accepted. Failure to comply with this condition constitutes grounds for immediate termination of the Contract.

4. PRODUCTS

4.1 The subject matter of sales governed by these General Terms and Conditions of Sale are the PRODUCTS indicated in the SELLER’s catalogue and/or drawings in force at the time the BUYER sends the purchase order, or the PRODUCTS from time to time ordered by the BUYER.

4.2 The sending of catalogues or price lists does not constitute a formal offer by the SELLER, who remains free to amend catalogues and/or drawings at any time and without prior notice. Any information or data regarding the features and/or technical specifications of the PRODUCTS contained in catalogues or other illustrative material of the SELLER shall be binding for the purpose of assessing conformity of the PRODUCTS only to the extent that such data are then referred to in the Order Confirmation or in the Proforma Invoice.

4.3 The SELLER may make any modifications to the PRODUCTS that may be necessary, without altering their essential characteristics, informing the BUYER of such modifications.

5. PACKAGING

5.1 The PRODUCTS shall be packed and prepared for shipment according to standard practice and care as recommended by the nature of the Product, with the protection required for normal transport conditions.

5.2 The BUYER may request that the PRODUCTS under the Contract be shipped with special, specific packaging and shall bear the related additional costs. The BUYER must submit a specific written request to the SELLER before conclusion of the Contract, indicating the type of packaging required and any other useful information. In the absence of a specific request and all further information, the Seller shall not be liable for any damages due to packaging.

5.3 The SELLER may accept the Buyer’s specific packaging request. In that case, the Seller shall inform the Buyer of any additional charges if the requested special packaging results in a higher impact on the sale price. Such additional charge may also be invoiced separately from the sale price.

6. ORDERS AND DELIVERY OF PRODUCTS

6.1 No purchase order for the PRODUCTS sent by the BUYER shall be binding on the SELLER unless it has been expressly accepted in writing by the SELLER, in accordance with the contract formation process under Articles 3.3.1 and 3.3.2 above.

6.2 The PRODUCTS shall be supplied by the SELLER to the BUYER within the term indicated in the purchase order, in the Order Confirmation or in the Proforma Invoice issued by the SELLER, or in any other document issued by the SELLER.

6.3 The SELLER shall not be liable for any loss, damage or deterioration of the PRODUCTS after delivery to the BUYER; in no case may the BUYER refuse to pay the price or suspend payments for the PRODUCTS.

6.4 The SELLER’s obligation to deliver the PRODUCTS may be suspended in all cases where the BUYER fails to comply with payment terms for the PRODUCTS.

6.5 The Seller undertakes to deliver the products within the agreed term. However, the term shall be extended in the event of supervening causes not directly attributable to the Seller, such as, by way of example, force majeure, epidemics and pandemics, difficulties in sourcing raw materials, shutdowns and stoppages ordered by the authorities. Prompt written notice of such events shall be given to the Buyer.

In the various cases where the delivery delay depends on the production cycle, the Seller shall promptly communicate to the Buyer a new delivery term. In such case, the Buyer shall provide maximum cooperation, acting in good faith, to enable the Seller to deliver within the new stated term. In the event of the Buyer’s failure to cooperate, the Seller may withdraw from the contract.

In any case, the Seller shall not be liable for slight negligence.

7. SALE PRICES

7.1 The prices of the PRODUCTS (hereinafter the “Prices”) are those stated in the purchase order, in the Order Confirmation or in the Proforma Invoice issued by the Seller and, unless otherwise agreed in writing, include the costs relating to transport of the goods, any insurance, and any other charges relating to delivery of the goods in accordance with the delivery term adopted by the Parties, as defined in ICC Incoterms® 2020.

7.2 In contracts for continuous, deferred or periodic performance, the price is subject to revision, which the Parties shall agree from time to time by mutual consent, in line with trends in raw material, labor or transport costs. Any changes to the supply requested by the Customer in writing through an additional order shall be invoiced to the Customer in addition to what was agreed in the Contract or Order. The Seller may assign the receivable to third parties.

8. PAYMENT

8.1 Payment for the PRODUCTS shall be made by bank transfer to the Seller’s bank account indicated in the Seller’s specific sales conditions (Offer, Order Confirmation, Proforma Invoice, other document), in accordance with the terms indicated therein. The Seller, if authorized by the Order and/or the Contract, may issue bills of exchange.

8.2 Where payment of the price of the PRODUCTS (in whole or in part) is by documentary credit, or by bank transfer supported by a bank guarantee or a Standby Letter of Credit, such payment and guarantee instruments shall be issued in accordance with what is agreed in the purchase order, Order Confirmation or Proforma Invoice, or in another document.

8.3 The Parties agree that the delivery terms for the products shall run from receipt of the payment and/or guarantee instruments referred to in point 8.2 above.

8.4 The Parties also agree that each Party shall bear the costs and commissions charged by their respective banks (the Seller’s bank and the Buyer’s bank) for currency transfers and for the issuance of the payment and guarantee instruments indicated above.

8.5 The payment terms are always essential and strict and must be strictly complied with by the Buyer, who in no case—even in the presence of any disputes or notices of defects—may suspend payments in whole or in part, delay them beyond the agreed terms, or refuse to make them.

The price may not be set off in any case against claims or requests for damages.

In the event of failure to pay, in whole or in part, within the agreed terms, the Seller may suspend delivery and such failure may constitute grounds for termination of the Contract.

Title to the products passes to the Buyer at the time of full payment of the agreed price.

In the event of late payment, the default interest rate under Legislative Decree 231/02 shall apply without the need for a formal notice of default.

9. DELIVERY

9.1 Unless otherwise indicated in the Seller’s Offer or Order Confirmation or Proforma Invoice, delivery of the PRODUCTS shall be EX Works. For deliveries on an “Ex Works” basis, the BUYER undertakes to appoint a forwarder or carrier to collect the PRODUCTS from the place indicated by the SELLER within 5 working days from the notice that the goods are ready for delivery sent by the SELLER to the BUYER. The SELLER undertakes to make the packaged PRODUCTS available at its premises or as otherwise agreed, provided that payment terms and/or issuance of bank guarantees have been complied with as set out in the preceding articles.

9.2 If the BUYER does not appoint a forwarder or carrier within the above term, or if the forwarder or carrier appointed by the BUYER does not promptly take delivery of the PRODUCTS, the BUYER shall pay the SELLER, as compensation for warehouse storage, an amount equal to 5% (five percent) of the price of the purchased PRODUCTS stated on the invoice, calculated for each month or fraction of a month of storage.

9.3 If the BUYER does not collect the goods within 5 (five) working days from the notice of availability, the SELLER, alternatively to what is provided in paragraph 9.2, may, at its sole discretion, ship the PRODUCTS at the BUYER’s cost and expense, informing the BUYER of the transport terms and conditions. If the BUYER refuses to receive the PRODUCTS, the contract shall be terminated by operation of law and the SELLER shall have the right to retain the products and apply a penalty calculated as a percentage equal to 50% of the value of the PRODUCTS as established in the Order Confirmation or Proforma Invoice, in addition to compensation for further damages.

9.4 Delivery times indicated in the Order Confirmation, Proforma Invoice or Offer are purely indicative and are not essential. Without prejudice to Article 6.5, delivery times shall be automatically extended and/or suspended in the event of late payment by the BUYER of even a single invoice and/or installment, or changes to the supply requested by the BUYER after conclusion of the contract, or delay in notification by the bank of the documentary credit or Standby Letter of Credit in accordance with the terms and instructions contained in the Order Confirmation, or delayed receipt of the independent guarantee issued by a primary bank in accordance with the terms and conditions contained in the Order Confirmation.

9.5 In any case, the delivery term shall be deemed automatically and appropriately extended if the Buyer does not promptly fulfill contractual obligations and in particular:
  • if payments are not made on time;
  • if the Buyer does not timely provide the data necessary to perform the supply and does not approve drawings and execution schemes, where required;
  • if the Buyer requests variations, which are accepted, during performance of the Order;
  • if the Buyer does not timely provide any materials to be supplied by the Buyer.
The risk of deterioration of the goods and any other risk relating thereto shall pass to the Buyer from the time of delivery.

10. RETENTION OF TITLE

10.1 As specified in Article 8.5, the SELLER retains title to the PRODUCTS delivered to the BUYER until full payment of the PRICE, unless otherwise agreed in writing.

10.2 In accordance with the retention of title in favor of the SELLER, the BUYER shall act as custodian of the Products and shall be liable for any damage, loss or deterioration they may suffer. The BUYER must also keep goods subject to “Retention of title” separated in its warehouse. The SELLER shall have the right to access the Buyer’s warehouse at any time, upon notice, to inspect and check the Products, given the retention of title in its favor.

10.3 The BUYER is prohibited from reselling, assigning, or granting as security to third parties the PRODUCTS purchased from the SELLER without having first paid the price in full to the SELLER; any enforcement action brought by third parties involving the PRODUCTS must be immediately notified to the SELLER. In the event of breach of this obligation, the Buyer shall be liable for all damages suffered by the Seller and shall hold the Seller harmless from any third-party claims.

10.4 In the event of breach by the BUYER of any of the obligations set out in this Section 10, the SELLER shall have the right to cancel with immediate effect all orders for PRODUCTS not yet performed and/or delivered.

11. PRODUCT WARRANTIES

11.1 The SELLER warrants to the BUYER that the PRODUCTS conform to the technical specifications contained in the Order Confirmation, the Proforma Invoice or the Offer, prepared on the basis of what was actually requested in the purchase order submitted by the BUYER to the SELLER and accepted by the SELLER.

The Seller provides no warranty other than those set out in these Conditions on the supplied products, or on particular technical specifications and features not communicated at the time of conclusion of the contract, or for uses of the products other than those intended, and shall not be liable for any resulting damage. The Buyer is prohibited from improper use of the goods and shall therefore be solely responsible for any damage in the event of improper use.

Furthermore, the Seller provides no warranty and shall not be liable for loss of profit, loss of use, loss of production, loss of or damage to raw materials or finished products, or for any other indirect, special, consequential or incidental damages, other than as provided in these conditions.

In any event, the warranty does not cover: failure to comply with payment terms; installation and testing not performed in a workmanlike manner; failure to comply with operating and maintenance instructions; lack of maintenance; inappropriate use; failure to comply with technical and safety standards; external events (theft, vandalism, lightning, fire, humidity, adverse weather, liquid infiltration); unauthorized integrations; interventions/modifications by unauthorized persons; power supply defects (electricity/compressed air); normal wear and tear; non-original spare parts; mechanical/electrical disturbances/vibrations; regulatory changes after delivery; sabotage; software tampering, and any other external cause or cause not foreseen during the design phase, as detailed in the original text.

11.2 As stated, in no case shall the BUYER be released from its obligation to pay the price of the PRODUCTS in the event of any dispute regarding the Products.

11.3 The Buyer must inspect the products upon delivery by the Seller and in any event before delivery to the final user. In the event of disputes regarding the products, the Buyer must promptly send a written notice to the Seller by fax, email or letter within eight days from discovery, indicating the type of defect or fault, under penalty of forfeiture of the warranty.

11.4 The SELLER has the right to withdraw defective PRODUCTS from the market at its own expense, using, where possible, the cooperation of the BUYER.

11.5 With the sole exclusion of cases of willful misconduct and gross negligence by the SELLER, the SELLER’s sole liability towards the BUYER for the supply of the PRODUCTS is limited to the obligation to repair and/or replace defective and/or non-conforming PRODUCTS and, at its sole discretion, to the FCA supply (Incoterms® 2020) of new Products (or new parts) in replacement of defective Products (or defective parts).

11.6 The SELLER therefore undertakes to remedy defects or faults in the PRODUCTS only if attributable to the SELLER, provided such defects or faults are not due to normal wear and/or inappropriate use and/or improper maintenance by the BUYER, and have been notified in writing to the SELLER within 8 days from the delivery date or, if hidden, from their discovery, which in any case must occur no later than 365 days from the delivery date. Therefore, in order to ensure prompt service during the warranty period, the Buyer must procure and keep available the “recommended” spare parts proposed by the Seller, which will be promptly replenished. The Buyer shall also bear the costs of the necessary labor and the Seller’s personnel travel, board and lodging expenses.

11.7 The warranty provided (obligation to repair or replace the PRODUCTS) is exclusive and in substitution of any other warranty and, in no case, shall the SELLER’s liability, on any ground, extend to damages or losses, whether direct, indirect, incidental or consequential, that may be suffered by the BUYER due to defects and/or lack of conformity of the PRODUCTS.

11.8 This warranty shall be valid for a period of 12 months (hereinafter “Warranty PRODUCTS”) from delivery of the products based on the Incoterms® 2020 rule adopted, and may in no case be suspended or extended as a consequence of the Buyer’s non-use of the product, even if due to warranty repairs. For materials not specifically manufactured by the Seller, warranty terms are those in force and provided by the respective manufacturers.

11.9 As specified above, any claims or disputes raised by the BUYER regarding the PRODUCTS do not entitle the BUYER to suspend or otherwise delay payments for the disputed PRODUCTS, nor for any other supplies.

12. FORCE MAJEURE

12.1 Neither Party shall be liable for failure to perform any of its obligations to the extent it proves that such failure is due to an impediment beyond its control and will (such as, by way of example: strikes, boycotts, lockouts, fires, floods, earthquakes, civil and non-civil wars, riots, revolutions, requisitions, embargoes, power outages, public authority measures, epidemics and pandemics). The Party prevented by a force majeure event shall immediately notify the other Party in writing upon the occurrence of such circumstance and shall take all measures to limit its effects.

In such case, delivery terms shall be extended and the new term shall be established by the Parties by mutual agreement. Force majeure may not be invoked if it arises after expiry of the contractual delivery term.

12.2 The Party invoking exemption from liability must notify the other Party, as soon as possible after becoming aware of the impediment and its effects on its ability to perform its obligations, of the existence of such impediment and of its effects on its ability to meet its commitments. A similar notice must be given as soon as the cause of exemption ceases. The Party that omits one or both notices shall be liable for damages that could otherwise have been avoided.

12.3 A cause of exemption from liability under this Article shall relieve the Party that has not performed an obligation from liability for damages, penalties and other contractual sanctions—except for payment of interest on sums due—until and to the extent that such cause of exemption exists.

12.4 If the cause of exemption continues for a non-negligible period according to the nature of the transaction and the needs of the Parties, each Party shall have the right to terminate the contract by written notice to the other Party.

13. TERMINATION OF THE CONTRACT

13.1 In particular, the SELLER may terminate the contract with immediate effect in the following cases:
  1. if the BUYER fails to perform the obligations under Article 8;
  2. if the BUYER becomes subject to insolvency or liquidation proceedings, or if the BUYER’s economic conditions reasonably suggest insolvency;
  3. if shares and/or quotas representing the majority or control of the BUYER’s capital are directly or indirectly transferred, sold or pledged as security.

14. CONFIDENTIALITY AND PRIVACY

The Parties undertake to keep strictly secret and confidential and not disclose to third parties, in any form, technical information or know-how exchanged for the management of the Contract or in any way acquired in connection with and in performance of their commercial relationships, under penalty of compensation for damages that each Party proves it has suffered as a result of the other Party’s breach of this confidentiality obligation.

Pursuant to Regulation (EU) 2016/679, also known as the “GDPR”, the Seller informs that the Buyer’s data collected during the commercial relationship are processed solely for the purposes indicated in the contract and/or in the purchase order and in a manner instrumental to its performance, as well as to comply with legal obligations and/or requirements of the Privacy Authority. Such data may also be processed for statistical and quality control purposes, subject to authorization through the Buyer’s express consent. Data are processed manually and/or by automated means, according to principles of lawfulness and fairness, in a manner that protects confidentiality and recognized rights, and in compliance with appropriate security and data protection measures provided by the Privacy Code and the GDPR.

Providing such data is necessary for compliance with legal or contractual obligations and therefore any refusal to provide them or to allow their processing may make it impossible to continue the relationship.

Other data not related to legal or contractual obligations are necessary for the establishment and maintenance of supply and/or commercial relationships, without prejudice to the Buyer’s right to withdraw consent.

Without prejudice to disclosures and communications made in compliance with legal and contractual obligations, the collected and processed data may be communicated, for the purposes indicated above, in Italy and in third countries that ensure an adequate level of data protection; in any case, all appropriate safeguards will be adopted to protect the data subject’s rights.

Data will be processed for the above purposes for the entire duration of the contractual relationship and thereafter for the time necessary to fulfill legal and tax obligations, and in any event for no longer than 10 years.

With regard to such data, the Buyer may exercise the rights provided under Art. 15 et seq. of the GDPR.

15. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

15.1 Any industrial and intellectual property rights relating to the supplied PRODUCTS are and shall remain—also after performance or termination of the Contract—the exclusive property of the SELLER. All documentation made available by the Seller to the Buyer for performance of the supply, in addition to remaining the exclusive property of the Seller, is strictly confidential in nature and may not be disclosed, copied or reproduced in any way.

The Seller is the sole owner of any software of the Products and all industrial and intellectual property rights in the sold products remain exclusively with the Seller. The Buyer is granted only a right of use under a free-of-charge license.

The Buyer and the final user are prohibited from making any modification, even minor, without the Seller’s consent and approval.

If the Buyer or the final user makes modifications to the software, they shall be solely responsible for any damage to the machinery and to persons and/or property; this shall result in immediate and total forfeiture of any warranty, and the Seller shall be entitled to compensation for all damages suffered.

The Buyer is prohibited from reselling, assigning or granting as security to third parties the products purchased from the Seller without having first paid the price in full to the Seller; any enforcement action brought by third parties involving the products must be immediately notified to the Seller.

15.2 The BUYER is also expressly prohibited from using—also after performance or termination of the Contract—the Seller’s trademarks and other distinctive signs, under penalty of payment of a penalty equal to Euro 50,000 (fifty thousand) for each ascertained violation, without prejudice to compensation for further damages that the SELLER proves it has suffered as a result of the breach of this prohibition.

15.3 The BUYER undertakes to promptly inform the SELLER of any and all infringements, or attempted infringements, of the SELLER’s industrial and intellectual property rights of which it becomes aware and also undertakes to provide the SELLER with its fullest cooperation to enable the SELLER to defend its industrial and intellectual property rights before the competent judicial authority in the most effective manner.

16. LANGUAGE AND COMMUNICATIONS

These Conditions are drawn up in English and/or Italian and, in the event of interpretative discrepancies, the only version to be considered shall be the Italian one. Only with regard to other documents and/or communications exchanged between the Parties, if drafted in different languages, the English version shall prevail, unless one of the two versions is in Italian, in which case Italian shall also prevail over English.

Any written communication between the Parties must be sent in Italian to their respective registered offices declared at the time of conclusion of the contract or subsequently notified, or to any domicile elected for that purpose. Communications sent to places other than those indicated above shall be deemed ineffective.

17. GOVERNING LAW AND COMPETENT COURT

17.1 The Contract, of which these General Terms and Conditions of Sale form an integral part, is governed by Italian law, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna on 11 April 1980 (CISG).

In the event of disputes, the Parties shall endeavor to resolve them amicably and through conciliation. If, nevertheless, no mutually satisfactory amicable solution is reached within a reasonable time, the dispute shall be subject to the exclusive jurisdiction of the Court of Pordenone.