General terms and conditions of sale of Axel Technology S.r.l.

art. 1 – Definitions

1.1 For the purpose of this contract the terms stated below shall have the meaning attributed thereto save where otherwise indicated:

  • Axel: the company Axel Technology s.r.l. (VAT no 01735031203), with registered office at Via Caduti Di Sabbiuno 6/F, Anzola Emilia (BO),
  • Client: the party sending the Order and intending to enter into the sale and purchase contract ;
  • Incoterms: Incoterms 2000 issued by the International Chamber of Commerce;
  • Order/s: the purchase offer/sent by the Client;
  • Product: any equipment, hardware or software produced and/or sold by Axel Technology s.r.l., the relevant documentation for use, the data and instructions therein incorporated;
  • Software: the software contained within the Product, whether owned by Axel or by third party manufacturers

art. 2 – Scope

2.1. The sale of the Product is governed by these general terms and conditions, by the Incoterms that as herein referred to form an integral and substantial part of the contractual relationship, and by the provisions of law and conventions applicable to the relationship.

art. 3 – Order – contents

3.1.Axel will only accept Orders signed by the legal representative of the Client company;

3.2.The Client shall obligatorily indicate in the Order:

a. the exact company name of the Client, with indication of the full address (registered office where a company or the owner’s address in case of an individual business entity);

b. the name of the legal representative, his/her telephone number, fax number and email address where possibile;

c. the address to which the goods are to be delivered only if different from the address stated at a) above

d. the payment conditions agreed;

e. the bank details including IBAN number, C.A.B., A.B.I. and C.I.N.

art. 4 – Conclusion of contract

4.1.The contract will be considered as having been entered into only following the express acceptance in writing by Axel of the Order.

4.2.The Order may not be deemed, in any manner, as binding for Axel until such time as it has stated its express acceptance. Axel, having received the Order reserves the right to verify the availability or otherwise of the Products ordered

4.3.Axel will fill the duly accepted Order in the shortest possible time in accordance with the conditions of manufacture. The time indicated by Axel for fill the Order is purely as an indication. In any case, no liability will arise to Axel in case of delay in completion of the Order.

art. 5 – Delivery of Product in Italy

(Risks and costs)

5.1. The Product will be delivered to Client ex works (EXW) at the premises of Axel Technology s.r.l., via Caduti di Sabbiuno  n.  6/F – Bologna.

5.2. If requested by the Client, Axel Technology S.r.l may contract for shipping at the Client’s risks and expense. No liability may be attributed to the latter for any cause or reason, in relation to damage that may occur during said transport.

In said case the Product will be delivered free carrier (FCA) to the address agreed with Client and the Product will travel at the risk and cost of the Client.

5.3 In all cases, by handing over the Product to the shipper for transport, Axel shall be freed from any further risks or liability. The Product will always travel at the risk and cost of the Client. The costs of transport, and any accessory or additional costs, including those for packing, loading and unloading, taxes or duties that may be requested will be borne by the Client, and the sum will be charged in the invoice.

5.4. In all cases, the Client will be obliged to verify i) the compliance with the indications stated in the waybill with the effective number of packages and the apparent state of the goods or their packaging at the time of delivery by the shipper, and insert – in case of any difference – the relevant reserves in the waybill.

art. 6 – Delivery of Product outside Italy

(Risks and costs)

6.1.The delivery of Products outside Italy is governed by Incoterms.

6.2. All sales entered into by Axel are deemed ex works (EXW) at Anzola Emilia (Bo) via Caduti di Sabbiuno n. 6/F at its premises.

6.3. In case of delivery of Products outside Italy clauses stated at art. 5.2, 5.3, 5.4, 5.5 above shall also apply.

Art. 7 Prices

7.1. Product prices are always indicated net of VAT where applicable, and may be changed at any time;

7.2. Each supply will be invoiced to the Client on the basis of prices in force at the time of delivery.

Art. 8 Payments

8.1. The Client shall make payment to Axel with value in currency as indicated in the Order and relevant invoice, at the due date agreed at the time of the Order.

8.2. Payment of invoices issued by Axel to the Client, in respect of supplies made, may be divided subject to agreement with Axel, into a maximum of 2 instalments of equal sums due , respectively, after 30 and 60 days from the date of delivery of the Products.

8.3. In any case it will not be possible to make instalment payment of individual value less than five hundred Euros+ VAT where applicable.

  1. In case of delays in payment of the instalments due Axel will be entitled to request termination of the contract and the Client will in any case be charged, without need for prior formal notice and without any prejudice to any other rights, late interest on the sum not timely paid at Euribor plus seven points.

8.5. Payments made as capital and interests will be attributed first to interest, commencing form the oldest invoices.

art. 9 – Retention of title

9.1. Axel shall retain title to Products until such time as full payment of the agreed price has been made according to art. 1523 et seq Italian civil code. Payment by means of cheques, notes or promissory notes shall not affect the retention of title and shall be deemed as made “pro solvendo” and not “pro soluto”.

9.2. The Client may not transfer the Product to third parties until such time as it has acquired full title to the same.

Axel Technology S.r.l. – Cap. Soc. Int. Vers. € 500.000,00 – C.f./P iva 01735031203 – R.E.A. n 369206/BO

Headquarter: Bologna | Offices: Rome – Bergamo – Pisa