Art. 3 Payment Terms and Delivery. Suspension of the Supply/ies
3.1 The Supplier may revoke or modify, by restricting, the payment extensions originally granted to the Customer if it does not provide the guarantees promised or if its commercial, economic and financial references, if changed during the course of the relationship, do not offer suitable guarantees for the good purpose of the supply.
By relying on the same conditions, MARRONE SRL may also suspend the execution of the supply or supplies in progress with the same Customer. The above applies to the case of outstanding amounts, even if relating to supplies other than the ones subject to suspension.
3.2 Once the production of the goods supplied has been completed, if the hypotheses referred to in the paragraph above have occurred, the Customer is obliged to collect, with a contextual payment, the manufactured goods prepared by MARRONE SRL, under a coercive execution pursuant to Art. 1515 of the Italian Civil Code and compensation for damages.
3.3 If the Customer requests the Supplier to provide the delivery directly, the transport costs will be charged to MARRONE SRL before the delivery thereof: in this case, the risks of loss and/or damage related to transportation will be borne by the Customer without anything can be attributed to MARRONE SRL. The delivery of the goods does not provide in any case its unloading at the target site, which remains the responsibility of the Customer.
3.4 As a rule, the goods are delivered “ex warehouse or ex factory” (the so-called “EX WORKS”) at the headquarters of MARRONE SRL in Zoppola (PN), Italy. In this case, the goods will be collected by the Customer no later than 7 (seven) days from receipt of the communication by which the Supplier notifies it that the goods are ready for collection.
3.5 For each day of delay in picking up the goods, a penalty will be charged to the Customer in an amount equal to 0,1% of the purchase price, subject to greater damage.
In any case, the Provincial Authority reserves the right to deposit the goods, on behalf and at the expense of the Customer, in a public deposit room as per Art. 1514 of the Italian Civil Code.
3.6 If the delivery of goods will be characterized by differences between the proposed order sent by the Customer and as specified in the order confirmation, it means valid and effective only as reported in the order confirmation of the Supplier.
3.7 The delivery terms shown on the contract, in days rather than on a fixed date, are only indicative and not peremptory for the Supplier, being understood that, in any case, the non-payment, in whole or in part, of the advance payment in the Art. 8 below or the different sum agreed between the Parties for this purpose, will allow MARRONE SRL not to start production of the order.
3.8 In the event of late payment of the deposit compared to the agreed deadline, MARRONE SRL will no longer be required to comply with the delivery time originally agreed with the Customer, expressly acknowledging the power to set a new fixed delivery date, rather than one based on days, including the term, however, within the following 12 months from the full payment of the deposit. The same consequences apply if the Customer has not explicitly approved the final “as built” or “shop drawing” projects sent by MARRONE S.r.l.
3.9 In the event of the invalidity of the benefit of the term referred to in Art. 9 below, any production activities and any delivery terms imposed on MARRONE SRL for supplies in progress and/or new orders will be automatically suspended until full payment by the Customer of the debit items opened against the Supplier, excluding any compensation for damages in favour of the Customer. In case of invalidity of the benefit of the term of the Customer, MARRONE Srl, subject to payment, will identify a new delivery date, with a fixed date rather than one based on days, including the term, however, within 12 months following the crediting of the balance of the suspended supplies due to customer default. In any case, the above is except for compensation for any damage suffered by MARRONE S.r.l.
3.10 Any delays cannot give rise to compensation for damages or cancellation or reduction of order and contingencies, such as strikes, suspensions of electricity, fires, transport difficulties, machine breakdowns, difficulty in supplying raw materials, etc., constituting cases of force majeure for the Supplier. In case of non-delivery of the goods prepared, for reasons not dependent on the Supplier, the terms of payment will also start from the notice of goods ready and, at the expense of the Customer, the storage/deposit costs equal to € 20.00/die per cubic meter of material with exemption of the Supplier from any liability for fire or damage. The compensation of the greater damage eventually suffered by MARRONE S.RL remains unaffected, as well as the application of the penalty for delay referred to in paragraph 3.5 of this article.
3.11 If, prior to their execution, the fulfilment of obligations of MARRONE SRL has become – for any reason unforeseeable by an entrepreneur in the industry with normal experience – excessively burdensome in relation to the originally agreed consideration – so as to change the ratio in the same extent equal to or greater than 10% – MARRONE SRL may request a revision of the contractual conditions or, failing an agreement within 15 days of the request, may terminate the contract without charges and/or penalties whatsoever and without the Customer can claim anything as refund, compensation and/or indenisation.
3.12 In case of delays in delivery, the Customer cannot otherwise resolve the contract for default by the Supplier, unless such delay exceeds 180 business days than the date of delivery provided for in the contract – namely pursuant to paras. 3.8 and 3.9 above – and provided that the causes for the delay are attributable to severe negligence of the Supplier.