1. Application

1.1 These General Conditions of Sale and Delivery are applicable to all acts of IRE s.r.l. with the buyer and/or customer hereinafter jointly defined as the "Buyer" with regard to the sale and/or delivery of the items, goods and services (hereinafter jointly defined as the "Purchase" or " the Purchase Agreement”).
Changes and/or additions to these General Conditions of Sale and Delivery will be binding only if and to the extent that they have been agreed in writing by IRE s.r.l.

1.2 These conditions apply to all countries.

2. Offers and sales confirmations

2.1 All offers are without obligation, unless otherwise agreed in writing.

2.2 The agreements will become binding for IRE s.r.l. only after IRE s.r.l. sent confirmation in writing.

2.3 If the Buyer has not filed a complaint within 3 days after the date of confirmation of sale, he will be considered to agree with the content and conditions of sale and delivery of IRE s.r.l., including the provisions on disputes indicated below.

3. Delivery, acceptance and risk

3.1 IRE s.r.l. undertakes to supply and the Buyer undertakes to take delivery of the goods.

3.2 Delivery and collection will take place ex-works, i.e. at the IRE s.r.l. warehouse, unless otherwise agreed.

3.3 The goods are transported at the expense and risk of the Buyer, unless otherwise agreed in writing.

3.4 The risk of the goods purchased will pass to the Buyer upon delivery.

3.5 If a certain shipping time has been agreed for the goods sold and if this period has been exceeded, IRE s.r.l. is not liable for consequential damages. IRE s.r.l. has the right to deliver the order in parts.

3.6 The Buyer is obliged to take delivery of the goods sold within the agreed period. If IRE s.r.l. does not keep quiet about it has the right, without notice of failure to comply, to request payment of the selling price of the entire goods or of the part not yet taken over or to consider the agreement as cancelled.
IRE s.r.l. has the right to request payment for losses suffered.
In the first case, the goods are considered as if the Buyer had taken delivery of the goods ex-works, i.e. at the IRE s.r.l. warehouse, after which the goods will be stored in the warehouse at the Buyer's expense and risk and upon reimbursement to IRE s.r.l. for all resulting costs.
If this period has not been agreed, IRE s.r.l. has the right to apply the conditions indicated above if the goods sold have not been taken delivery within 2 (two) months after confirmation of the sale.

4. Force Majeure

4.1 In case of force majeure events IRE s.r.l. has the right, without being obliged to recognize damages, to change the delivery period or to cancel the agreement.

4.2 Force majeure means any circumstance that prevents the fulfillment of the agreement permanently or even temporarily as well as war, threat of war, civil war, riots, terrorism, strikes of IRE s.r.l. and/or any of its associated companies and/or logistics service providers, transportation problems, fire, storm, floods and/or resulting losses, problems in the supply of raw materials and/or products.

5. Prices

5.1 All prices do not include the Value Added Tax (VAT) in force at the time the agreement is stipulated.

5.2 The prices stipulated are ex-works, i.e. at the IRE s.r.l. warehouse, unless otherwise agreed in writing.

5.3 If in relation to the delivery of particular quantities during a certain period, IRE s.r.l. has granted discounts to the Buyer, these discounts will only be valid if the Buyer has taken full delivery of the agreed quantities during the agreed period.

5.4 When at the time of execution of the order or part of it, wages, raw material prices and/or other cost factors have increased, IRE s.r.l. will have the right to increase the agreed price.
IRE s.r.l. has the right to increase the price even if the current currency has been devalued.

6. Payment

6.1 Payment must be made by bank transfer within 30 days of the invoice date, unless otherwise agreed in writing, at the Credit Institution indicated by IRE s.r.l.
Complaints in relation to the goods delivered will not give the Buyer the right to suspend or set off payment against other sales.

6.2 Payment must be made in euros unless another currency is agreed.

6.3 If the amount due has not been paid within the period mentioned in point 6.1, it will be considered as a breach and IRE s.r.l. has the right, without further notice, to charge interest from the due date of the invoice equal to 4.00 (four) percentage points above the Euribor rate, plus all administrative costs incurred.

6.4 The place for payments is the headquarters of IRE s.r.l.

7. Warranty

7.1 IRE s.r.l. guarantees the good condition of the goods and the quality of the materials used and/or supplied.

7.2 In the event that the Buyer provides IRE s.r.l. the raw materials or goods to be processed or transformed, the guarantee is granted only in relation to good execution, processing and transformation.

8. Complaints

8.1 All complaints arising from defects that can be immediately identified can be forwarded when delivery of the products has been carried out in accordance with clause 3.2, under penalty of extinction of rights.

8.2 Complaints do not entitle the Buyer to suspend payments in whole or in part and the Buyer cannot make compensations.

9. Responsibility

9.1 The responsibility of IRE s.r.l. is explicitly limited to the fulfillment of the obligations described in clauses 7 and 8 of these Conditions.
Any claim for damage is excluded, except those due to failure to fulfill the obligations mentioned in clauses 7 and 8.
Any claims based on business losses, consequential losses or any other losses are excluded.
IRE s.r.l. is not responsible for costs, damages and interests that may arise as a direct or indirect consequence of:
– infringement of patents, licenses or other rights;
– acts and omissions by employees or other people employed by IRE s.r.l., except for obvious negligence of the people who are part of IRE s.r.l.

10. Drawings, calculations, descriptions, models, equipment, etc.

10.1 The information reported in the catalogs and on the site, illustrations, drawings, measurements and weight specifications etc. will be binding only if and to the extent that they are explicitly included in a contract signed by the parties or in an order confirmation signed by IRE s.r.l.

10.2 The offer sent by IRE s.r.l., and also the drawings, calculations, software, descriptions, models, equipment and products manufactured or supplied by IRE s.r.l., remain the property of IRE s.r.l. regardless of whether their costs have been charged.
The Buyer guarantees that such information, except for the execution of the Agreement, will not be copied, shown or released to third parties or used unless with the written consent of IRE s.r.l.

11. Competent forum

11.1 The agreement and the agreements deriving from it are governed exclusively by Italian law.

11. 2 All disputes (including those considered as such by only one of the parties) that may occur in reference to the agreement or further agreements deriving from it, will be submitted exclusively to the Court of Modena.