1. CONTRACTUAL RULES 1.1. These General Terms, subject to any exceptions specifically agreed in writing, shall regulate all current and future sales contracts in which Magni TH is the Seller. The Purchaser's general terms shall not apply unless expressly accepted in writing and shall in any case be coordinated with these General Terms. The term Products indicates the goods that form the subject of the individual sales contract regulated by these General Terms (hereafter known as the "Contract").
1.2. The Purchaser's acceptance of a contract, in any way, involves acceptance of these General Terms. If Magni TH s.r.l. has issued, even after the contract has been concluded, an order or sales confirmation, any additional or amending terms of the Contract contained in the order or sales confirmation shall apply, provided that the Purchaser does not promptly object in writing.
2. PRODUCT CHARACTERISTICS - TECHNICAL DOCUMENTATION 2.1. Any information or details regarding the characteristics and/or technical specifications of the Products and their use, such as weights, dimensions, etc., and other data appearing in catalogues, prospectuses, circulars, advertisements, illustrations, price lists or other explanatory documents of Magni TH s.r.l., will be binding only to the extent that those data have been expressly mentioned in the offer or in the written acceptance of Magni TH s.r.l..
2.2. Magni TH s.r.l. reserves the right to make, even during the supply, any changes that become necessary or opportune, without altering the essential characteristics of the Products.
3. TESTING 3.1. Any testing agreed contractually will be carried out - unless otherwise agreed in writing - at the premises of Magni TH s.r.l. during normal working hours. If not otherwise specified in the Contract, the testing will be carried out according to the practices in use within Magni TH s.r.l..
3.2. If the Purchaser asks for the testing to be carried out at its premises, all testing costs, including the tester's travel and transfers, will be borne by the Purchaser, unless otherwise agreed in writing.
4. DELIVERY TERMS 4.1. Any delivery terms agreed between the parties are merely indicative and shall not be binding on Magni TH s.r.l.. However, in the event of a delay exceeding 90 days, attributable to Magni TH s.r.l., the Purchaser may terminate the Contract relating to the Products whose delivery is delayed, giving prior notice of 30 days to be communicated in writing (even by certified email) to Magni TH s.r.l.. 4.2. Any delay due to causes of force majeure (as defined in Art. 10) or to acts or omissions of the Purchaser (for example, lack of or delayed communication of the data required to process the order, failure to pay the advance) shall not be considered attributable to Magni TH s.r.l..
4.3. Subject to the case of wilful intent or gross negligence of Magni TH s.r.l., any compensation for damages due to lack of or delayed delivery of the Products is expressly excluded. 4.4. If the Purchaser withdraws or cancels the order, Magni TH s.r.l. shall be entitled to apply a penalty equal to 20% of the total price of the Products (and, if an advance has been agreed, to retain its full amount), without prejudice to its right to compensation for any greater damage. No penalty or compensation for damages will, on the other hand, be due if the Purchaser has terminated the Contract due to a delay attributable to Magni TH s.r.l., in accordance with Art. 4.1.
5. RETURNS AND SHIPMENT - COMPLAINTS - RETENTION OF TITLE5.1. Unless otherwise agreed, the supply of the Products is understood to be ex works even when it is agreed that the shipment or part of the same will be dealt with by Magni TH s.r.l..
5.2. The risks transfer to the Purchaser upon delivery of the goods to the first carrier, at Magni TH s.r.l. plant.
5.3. Any complaints regarding the external characteristics of the Products (apparent defects) must be notified to Magni TH s.r.l. by recorded delivery letter with notice of receipt, under penalty of forfeiture, within 8 days from receiving the Products. If the Products are damaged or incomplete, the Purchaser must formulate the necessary reserves to the carrier, in accordance with the forms provided for the method of transport used.
5.4. Any complaints regarding defects not identifiable by means of a diligent check upon receipt (hidden defects) must be notified to Magni TH s.r.l. by recorded delivery letter with notice of receipt, under penalty of forfeiture, within 15 days from the date of discovering the defect and in any case not beyond the guarantee period indicated in Art. 8.2. The complaint must specify accurately the defect found and the Products to which it refers.
5.5. Any complaints or disputes will not entitle the Purchaser to suspend or delay the payments of the disputed Products, or, even less so, those of other supplies.
5.6. Lien Agreement: Magni TH s.r.l. retains ownership of the Products until it has received full payment for the same. In accordance with and for the effects of Article 1523 of the Italian Civil Code, Products sold with deferred payment remain the property of Magni TH s.r.l. until the final instalment has been paid. Magni TH s.r.l. reserves the right, by way of precaution and without prejudice to the retention of title, to register the contract and to have the lien transcribed at the Court Office in accordance with Article 2762 of the Italian Civil Code. The registration and transcription costs are borne by the Purchaser. Similarly, the Purchaser undertakes to assist Magni TH s.r.l. in taking any measures necessary to protect its right of ownership. The retention of title does not affect the transfer of the risk, regulated by Article 5.2..