Chemical Empowering prefers the establishment of joint ventures with local partners. If the sale is necessarily required, the general terms and conditions applied are shown below.
Without prejudice to what is established in the final offer, which also reports the economic values of the same,
Art. 1) SALES DENOMINATION: Each proposal is accepted by Chemical Empowering in compliance with all subsequent general conditions of sale, none excluded. Any condition entered by the buyer on the order, in contrast to the general conditions of sale of Chemical Empowering, is considered invalid. Any condition verbally agreed has no value unless Chemical Empowering writing confirmation.
Art. 2) SUPPLY CONTRACT: the contract is concluded only when Chemical Empowering sends the order confirmation to the buyer. Acceptance of the offer must in any case result from a written document. Any verbal or written commitment by the supplier’s agents is not valid without express written confirmation of Chemical Empowering itself. Unless otherwise agreed, any costs for the transcription of the contract, if required, are borne by the buyer.
Art. 3) DELIVERY: Delivery times are always approximate and are never binding. In the event of outages, difficulties in the procurement of raw materials, breakdowns in the workshops used by Chemical Empowering, adverse weather conditions, pandemics and in any other case of force majeure, these terms are extended in proportion to the continuation of these events. Delivery terms start from the day on which the contract is finalized in all aspects, also formal, including the sending of the advance payments. Any suspension or delay caused by the buyer, even if it is of very short duration, is a reason for forfeiture of delivery terms. In this case, delivery will take place within the terms that will be re-established by the parties compatibly with the requirements of the Chemical Empowering production. The delay in deliveries does not allow the buyer to cancel the order or claim compensation, for any reason.
Art. 4) PRICE: Unless otherwise agreed, the price is intended for goods delivered ex-assembly workshop of Chemical Empowering, excluding costs of packaging, loading, transport, customs, unloading, installation. If in the period between the date of confirmation of the proposal by Chemical Empowering and the delivery of the goods, should occur changes in costs and currency, Chemical Empowering will have the right to revise the price according to the regulations in force.
Art. 5) PAYMENT CONDITIONS: Unless otherwise agreed, payments must be made in cash, net of a discount, directly to the Chemical Empowering accounts, in the terms indicated in the order confirmation. In case of late payment, the buyer will have to pay interest on arrears equal to the current Euribor rate + 2%. The payment of the individual installments cannot be deferred for any reason or for any exception. In particular, any disputes regarding the supply do not authorize the client to delay payments beyond the agreed terms, which are considered peremptory and essential. In the event of payment by installments, the non-payment of two installments, even if not consecutive, the contract must be considered terminated by law for default.
Art. 6) PURCHASER CREDITWORTHINESS: If there are changes in the corporate composition of the buyer or, in any case, news and facts which, according to the unquestionable judgment of Euribor, lead to a decrease in the solvency of the buyer, or other prejudicial factors such as protests, executions, etc., if the payment wasn’t did fully in advance, Chemical Empowering will have the right to suspend the execution of the contract or to suspend the phase of the contract (EG. Feasibility Study, Basic, etc.), demand any guarantees or withdraw from the contract for just cause without obligation of any compensation. Any advances paid will be retained by Chemical Empowering as reimbursement of expenses, loss of earnings and compensation for damages, without prejudice to the greater.
Art. 7) MANUFACTURING WARRANTY: the device/plant built by Chemical Empowering is guaranteed by the same for 12 (twelve) months from the delivery date. Any defects must be reported within 8 (eight) days of discovery. The warranty refers to the correct use of the device/plant, in compliance with the instructions given by Chemical Empowering and the maintenance booklet. Chemical Empowering assumes no responsibility for damage resulting from inexperience and neglect of the buyer or his employees, from inadmissible overloads, inadequate means and materials of operation, from defects in the foundations and structures of the host property or from consequences due to chemical, electrochemical and electrical actions, unrelated to the operation to which the device/plant is used. In order to make repairs and replacements necessary for Chemical Empowering that are necessary as a result of the aforementioned guarantee, the customer must grant Chemical Empowering a suitable term and provide him free of charge upon his request with the help staff and any other necessary means. The parts of the supply removed or replaced are considered “under warranty” and become the property of Chemical Empowering only if they present defects or defects of origin and the transport costs for the parts to be replaced, replaced or repaired are the responsibility of the customer. At the request of the client, the repair can also be performed outside the Chemical Empowering office and travel, board and lodging expenses will be borne by the client. The aforementioned guarantee conditions always apply that the client has fulfilled all the obligations deriving from the contract and the law and in particular those relating to payment and scheduled maintenance, and always that the assembly has been carried out by the technicians of the supplier. In the event that the buyer operates on the device/plant without the consent of Chemical Empowering, any warranty will cease.
Art. 8) PERFORMANCE WARRANTY: if required, Chemical Empowering can provide a specific warranty on the contractually agreed production levels on the regards of the device/plant. It will be of the same duration as the manufacturing warranty. Unless otherwise contractually agreed, the cost of this guarantee is borne by the customer.
Art. 9) PROPERTY OF THE DEVICE/PLANT: The ownership right on the device/plant provided remains with Chemical Empowering until full payment of the agreed price. In the absence of full payment, Chemical Empowering may withdraw, or not deliver, the device/plant by retaining the installments paid as compensation for the damage, without prejudice to the greater. In case of delivery before the full payment, the buyer undertakes to insure the device/plant at its own expense against damage resulting from fire and in any other fortuitous case and not to transfer possession of the device/plant, until the full payment, without the consent of Chemical Empowering. It is expressly agreed that the device/plant not fully paid will not be considered part of the property in which it is placed, or intended for the use of the property itself, and that, therefore, the ownership of the device/plant itself can also be claimed against of those who had already had, or who had subsequently purchased, any real right on the property of the buyer. Chemical Empowering has the right to waive the above agreed right in relation to the device/plant subject of the supply.
Art. 10) CRIMINAL CLAUSE: If the buyer withdraws from the proposal, indeed time, or from the contract, once the latter has been perfected, or refuses to receive the device/s or the plant/s covered by the contract itself, in addition to losing the advance amount as a deposit, it must pay to Chemical Empowering, as a penalty, an amount equal to 30% (thirty percent) of the agreed price for the purchase of the same device/s or the plant/s.
Art. 11) WEIGHTS, DIMENSIONS, TECHNICAL DATA AND EXECUTED PROJECTS: Projects, drawings, illustrations, weight data, dimensions, yields, consumption data, etc. communicated with the offer are only approximate. The data indicated in the proposal and the actual data of the materials cannot be the cause of complaints by the buyer. If experiences and/or processing needs ecommend it, Chemical Empowering may make slight changes to the details of the supply and to the data that are not the subject of a particular agreed commitment, without disputes being raised by the customer. All above except as explicitly stated in the purchase contract.
Art. 12) ASSEMBLY: Assembly or installation can be performed with the assistance of Chemical Empowering's specialized staff. The contract must state whether the assembly is included in the price of the machinery or whether it must be paid separately; failing that, assembly must be paid separately; in any case it remains established that it refers only to the performance of the labor of Chemical Empowering staff, therefore excluding travel, labor, porterage and transport and lifting equipment, scaffolding and masonry and foundation, joinery, carpentry etc. and in general all the ancillary works for the installation of the supplied machinery, Without explicit declaration of the supplier company, the fitter will not be able to carry out works other than those indicated on the assembly sheet. Chemical Empowering is only liable for the state-of-the-art assembly of the machinery supplied. The customer is required to sign the fitter's worksheet and with this signature will confirm the facts set out therein.
Art. 13) ACCEPTANCE TEST: In the absence of usage rules and regulations, referred to on the supply contract or on special agreements, the acceptance test will be carried out according to the rules established by Chemical Empowering. If the acceptance test is not possible or delayed for reasons not attributable to Chemical Empowering, the latter will communicate to the customer the chosen date for the execution (by certified mail or telegram or email certified by third parties), with 15 days’ notice (fifteen); once the indicated day has elapsed, the device/plant must be considered tested. When installation is not agreed, the acceptance test of the device/plant supplied is carried out in the Chemical Empowering workshop before delivery.
Art. 14) DISPUTES: For all legal purposes, the client accepts, exclusively on any other, the application of Swiss law and the competence of the Swiss Judicial Authority, in particular of the Court of Zurich, even if the proposal or contract is stipulated elsewhere or through Brokers, Agents or Representatives and whatever the agreed means of payment. Except as otherwise contractually agreed during the purchase phase.
Art. 15) TERMINATION OF THE CONTRACT: If the buyer, after the refinement of the order should request, for any reason, the cancellation of the contract, this request must be considered legally equivalent to the termination of the contract due to the fact and fault of the client himself, with full safety of all Chemical Empowering rights also for a possible reintegration and / or maintenance action.