Terms of Sale

Article 1 - Seller Information

This website (the "Website") is owned by Magaldi Power S.p.A. ("Magaldi" or the "Seller").

Name: Magaldi Power S.p.A.
Registered office: Piazza di Pietra 26, 00186 Rome, Italy.
VAT and Fiscal Code: 03854270653.
Business Register Number (REA): RM - 1400591.
Email address: service@magaldi.com
PEC (registered email) address: magaldipower@pec-mail.it.
Telephone: +39 089 688111

 

Article 2 - General Provisions and Framework Contract

2.1

The following Terms of Sale ("Terms of Sale") apply, without limitation or condition whatsoever, to the offer and sale of products by Magaldi through this internet platform (the "Website"), accessible through the internet at eshop.magaldi.com.

In accordance with the provisions of Article 3 of the Terms of Use of the Website, the use of e-commerce services provided by Magaldi through the Website is reserved for customers who are expressly authorised to do so by Magaldi by entering into a specific agreement or contractual clause (the "Framework Agreement"), and for as long as such Framework Agreement is in force.

The Master Agreement may contain information on the sale price, terms and conditions of payment and delivery of Magaldi products that can be ordered through the Website.

In any event, the information, terms and conditions contained in these Terms of Sale and on the Website take precedence over the provisions of the Framework Agreement.

 

2.2

Magaldi sells the products on the Website exclusively to professional customers.

To be able to purchase products and place Orders through the Website, customers must (a) own a Magaldi plant or machines (a "Plant"); (b) have an Account and Magaldi's authorization to access the Reserved Area of the Website, pursuant to Articles 2 and 3 of the Terms of Use of the Website); (c) have completed Registration pursuant to Article 3 of the Terms of Use; (d) not be consumers, understood as natural persons acting for purposes unrelated to their commercial, entrepreneurial, handicraft and/or professional activity.

 

2.3

The purpose of these Terms of Sale is, on the one hand, to inform each potential purchaser of the terms and conditions under which the Seller carries out the sale and delivery of the products ordered and, on the other hand, to define the rights and obligations of the parties in relation to the sale of the products by Magaldi to the purchaser (the "Purchaser").

For the purposes of these Terms of Sale, the Purchaser and Magaldi are individually or jointly referred to respectively as the "Party" or the "Parties".

 

2.4

These Terms of Sale form an integral part of the Terms of Use of the Website. These Terms of Sale must be carefully reviewed by the Purchaser before completing the procedure for purchasing products via the Website and must be printed and retained by him. Although they remain available at all times on the Website, they may be subject to updates and variations.

Access by the Purchaser to the Reserved Area of the Website implies full and unconditional acceptance of these Terms of Sale, as well as the Terms of Use of the Website and the Privacy Policy.

Magaldi reserves the right to amend these Terms of Sale at any time.

In any event, the Terms of Sale applicable to an order placed by the Purchaser via the Website ("Order") are those published on the Website at the time the Purchaser places such Order.

 

Article 3 - Products

3.1

The Purchaser may select one or more products from the different categories available on the Website with reference to the Magaldi Plants in his possession.

Magaldi may at any time change the assortment of products offered for sale on the Website, and/or the information relating thereto, without prior notice.

 

3.2

Product information is available on the Website and is provided in accordance with applicable laws.

Before sending the Order, the Purchaser may view the available information on the Website regarding the products, such as, but not limited to, information regarding the Seller, the price, including taxes and shipping costs, and the essential characteristics of the product it wishes to purchase.

The products comply with the legislation applicable in Italy in force at the time of the Order. In the event of a request for delivery or, in any case, use of a product in a country other than Italy, the Purchaser is obliged to verify at his own care the requirements, compliance, conditions, terms and applicable charges, also with reference to the methods of importation and/or use of the products it intends to order.

Magaldi takes all reasonable professional care to ensure that the information, descriptions, and images of products appearing on the Website are correct at the time they were entered into the system; however, to the extent permitted by applicable law, Magaldi does not warrant that such information, descriptions, and images of products are accurate, complete, current, or error-free. In any event, the product images on the Website are purely for the purpose of commercial illustration and are not descriptive of the products.

 

3.3

For any questions and information concerning the purchase of the products and their use, and for any further questions, the Purchaser may contact Magaldi via contact webpage.

 

Article 4 - Availability of Products

Information on the availability of products is provided to the Purchaser when Magaldi communicates confirmation of receipt of the relevant Order ("Order Confirmation E-mail").

Magaldi cannot exclude the occasional occurrence of errors or variations. In any case, and in the event that, after the Order has been sent, a total or partial unavailability of the product occurs, the Purchaser will be immediately informed of the unavailability of the product and the total or partial cancellation of the Order.

 

Article 5 - Prices

5.1

The prices of the products indicated on the Website in the section "My Plants" (the "Price" or the "Prices") are indicated in Euros (€) and are exclusive of VAT and any other direct or indirect tax or duty, burden, tariff or other cost associated with the sale (such as, but not limited to, freight, packaging, storage, insurance or any transport cost).

Magaldi may change the Prices of products at any time and without prior notice.

These Prices are based on the Seller's good faith estimates of the costs of steel and other relevant raw materials at the date of the Order and the Seller reserves the right to increase the Prices in the event of significant increases in raw materials.

These Prices are net EXW (ex-works) at the Seller's plant where the products in question are manufactured or where they are stored.

In any case, all further costs such as, for example, VAT, taxes, charges, loading and unloading, transport and packaging, insurance, commissioning, shall be borne by the Purchaser.

 

5.2

In the event that a different mode of delivery is agreed pursuant to Article 9 below, unless expressly stated otherwise, any related cost will be borne by the Purchaser and will be quantified by Magaldi making a good faith estimate on the basis of available information.

Unless expressly stated otherwise, Magaldi's right to obtain from the Purchaser reimbursement of any additional costs incurred, for any reason whatsoever, for the shipment, transport, packaging, insurance and/or delivery of the product shall remain unaffected.

The estimated costs of shipping, transportation, packaging and/or delivery of the Product vary depending on what is agreed upon in the Framework Agreement or requested by the Purchaser at the time the Order is placed and is displayed in the Order summary before the Order is confirmed by the Purchaser ("Checkout").

Shipping costs may be changed at any time by Magaldi but, without prejudice to the foregoing regarding any extra costs and Magaldi's right to reimbursement thereof, changes will not be applied to Orders already placed and accepted by Magaldi.

The recipient of an international shipment is in any case responsible for all import taxes, customs duties and charges that may be levied once the shipment reaches the recipient's country.

 

5.3

Magaldi regularly checks that all prices displayed on the Website are correct, however, it cannot guarantee that there are no errors. If an error is detected in the pricing of a product, Magaldi will offer the Purchaser the opportunity to purchase the product at the correct price or to cancel the Order.

 

5.4

Offers made by Magaldi are valid for as long as they are published on the Website and within the limits of available stocks. For products not immediately available in Magaldi's warehouses, the offers published on the Website will be valid subject to availability.

 

Article 6 - Placing an Order

6.1

The Purchaser registered on the Website will be able to access his Reserved Area which will display the Magaldi Plants in his possession.

Through this page, it is possible to access the lists of products, including spare parts and Plants or components of Plants that it is possible to purchase in connection with the Plants and machines in possession of the Purchaser.

To place an Order, the Purchaser shall (i) select the product or products he/she wishes to purchase from the lists above, (ii) select the size and quantity of the product he/she wishes to purchase. The Purchaser may click on "Add to Cart" to place the selected product in the desired quantity in the "Shopping Cart".

The Purchaser may decide to continue shopping for other products and add them to his Shopping Cart or proceed to Checkout by clicking on the "Checkout" button. The Purchaser may review the products in the Shopping Cart by clicking on Cart or on "Checkout". The Purchaser may remove products from his/her Shopping Cart by clicking on the "X" sign, or he/she may reduce the desired quantity by clicking on the "-" sign next to the chosen product in the Basket.

 

6.2

The Purchaser must follow the on-screen instructions to proceed through the Checkout process on the Website. The Purchaser can always correct any errors in the data entered, change the contents of the Shopping Cart, add or remove one or more products from the Shopping Cart or cancel the entire order during Checkout before submitting his Order. Before placing an Order on the Website, the Purchaser will be given the opportunity to review and amend all details for their Order, including billing and shipping information, before confirming their purchase.

In addition, through a confirmation action on the Website (by ticking a box), the Purchaser acknowledges and declares that he/she has read, understood and accepted, without limitation, all instructions provided during the Checkout process, as well as these Terms of Sale, the Terms of Use of the Website and the Privacy Policy. 

The Purchaser places an order request for products via the Website by clicking on "Place Order" at the end of the Order procedure.

 

6.3

After an Order has been sent, a sending page will be displayed, and the customer will receive an e-mail confirming the Order.

The Order Confirmation E-mail contains information on the essential characteristics of the products purchased, a detailed indication of the price and means of payment, information on delivery costs, and information on support services.

 

6.4

If the Order confirmation does not arrive within 24 hours after the Checkout and the placing of the Order, the Purchaser may contact Magaldi for assistance using the contacts and methods indicated in clause 3.3 of these Terms of Sale or any other contact indicated in the Framework Agreement.

 

6.5

If the Purchaser has any questions or doubts when placing an Order or wishes to enquire about a previously placed Order, it may contact Magaldi using the contacts and methods indicated in clause 3.3 of these Terms of Sale or any additional contacts indicated in the Framework Agreement.

 

Article 7 - Information on Magaldi Services

Within the service section, the user of the Website can consult a list of services offered by Magaldi. These services cannot be purchased through the Website and are listed for information purposes only. The user of the Website may in any case contact Magaldi to obtain information and place orders for services.

 

Article 8 - Payment

8.1

All Orders are payable in Euro, including taxes and accessories. Any expenses, costs and bank charges shall be borne exclusively by the Purchaser (also in the case of reimbursement).

Magaldi reserves, in any case, the right to suspend or cancel, at its own discretion and at any time, the execution of an Order and/or the shipment of the products ordered in the event of non-payment or partial payment of any amount due by the Purchaser, in the event of late payment or in the event of fraud or attempted fraud through the use of the Magaldi Website, including in relation to previous Orders.

Unless otherwise agreed in writing, ownership of the products ordered shall in all cases remain with Magaldi until the full consideration for the Order, including shipping charges, taxes and other mandatory contributions (if any) are paid in full by the Purchaser.

 

8.2 Means of Payment

The Purchaser warrants to Magaldi that it has the necessary authorisations to use the payment method chosen for its Order. In any event, and regardless of the means of payment agreed and used, payment shall be deemed to have been made when the relevant sum has reached the Seller's disposal at its bank.

The means of payment to be used by the Purchaser shall be those agreed upon in advance between the Parties in the Framework Agreement or in subsequent written agreements (the "Standard Mean of Payment").

The Purchaser's ability to use the Standard Mean of Payment may be suspended, blocked, removed and/or revoked by Magaldi in accordance with the provisions of the Master Agreement and, in any case, in the event of non-payment or partial payment of any amount due by the Purchaser, late payment, fraud or attempted fraud by using the Magaldi Website and/or breach of the Master Agreement, the Terms of Sale and the Terms of Use, even in relation to previous Orders.

In addition to the Standard Mean of Payment, when placing an Order, the Purchaser may choose to make payment by the following methods, where made available by Magaldi:

• Bank transfer: By direct bank transfer to the bank account indicated by Magaldi through the Website following the request to make payment by this method. In such case, the Order in question will be automatically suspended until the sums are received by Magaldi.
• Credit and debit cards: The credit cards accepted on the Magaldi Website are the following: Visa, American Express, Master Card. These payment cards must be issued by an internationally recognised bank or financial institution. Payment by credit and/or debit cards is only permitted for payments up to certain amounts, which Magaldi reserves the right to determine at its own discretion.

 

8.2.1 Payment Terms and Deadlines

The payment terms relating to Orders placed through the Website are governed by the Framework Agreement. For matters not governed by the Framework Agreement, the applicable payment terms are indicated on the Website prior to the checkout of the relevant Order.

 

8.3 Security in Payment Transactions

In order to guarantee the security of payments made by credit card, the Purchaser shall transmit to Magaldi the security code (CVV) indicated on the credit card used for payment.

Magaldi also reserves the right to request any information regarding the Purchaser necessary for the identification of the same in order to guarantee the security and correctness of transactions made through the Website. As part of the fight against Internet fraud, for legitimate purposes and to the extent permitted by applicable law, information concerning the Purchaser's Order may be transmitted to third parties authorised by law or designated by Magaldi, for the sole purpose of verifying the identity of the Purchaser, the validity of the Order, the method of payment used and the place of delivery.

 

8.4 Solve et repete

Payment in favor of Magaldi may not be omitted or suspended, in whole or in part, by reason of any defect, and the Purchaser may not in any event raise any exception, even notwithstanding the provisions of art. 1460 of the Italian Civil Code, or make any set-off to omit, suspend, delay a payment. Any exception or claim on the part of the Purchaser with respect to an Order may be raised after fulfilment of the obligation to pay the price.

 

Article 9 - Delivery

9.1

Unless otherwise agreed upon in writing between the Parties, the delivery of the products shall take place according to the delivery terms set out in the Framework Agreement or by subsequent written agreement between the Parties (the "Standard Delivery Terms").

In addition, at the time of placing the Order the Purchaser will have the option of requesting to use different modes of delivery among those that Magaldi will make available at that time.

These different modes of delivery may include:

• EXW (ex-works) at the Seller's factory where the products in question are manufactured or where they are stored;
• CIF (cost, insurance and freight), seaport indicated by the Purchaser. In such case, Magaldi will provide an estimate of the costs associated with delivery (including freight and insurance costs) which will be added by the Seller to the sale price and will be borne by the Purchaser, subject however to any balance to be paid in full.
• CIP (carriage and insurance paid up to), ground transport at plant or warehouse indicated by the Purchaser. In such case Magaldi will provide an estimate of the costs associated with the delivery (including transport and insurance costs) which will be added by the Seller to the sale price and will be borne by the Purchaser, subject, however, to any balance.

Furthermore, the Purchaser will have the possibility to ask Magaldi to use different modes of delivery, describing its requirements. Magaldi reserves the right to evaluate such requests and to provide, or not provide, a quotation to meet them, possibly suggesting alternative solutions.

 

9.1.2

In any event, the provisions of Article 5 regarding Prices and the costs of shipment, transport, export, import, packaging and/or delivery of the product shall remain unaffected.

 

9.2

Orders are only processed on working days (Monday to Friday, excluding public holidays).

 

9.3

In the event that authorisations or permits are required for the delivery or execution of an Order, such documents shall be obtained at the Purchaser's expense.

In any case, in the event of delivery and/or shipment to countries other than Italy, Magaldi may take charge of the activities relating to export from Italy, at the expense of the Purchaser, while any tasks relating to import will remain the responsibility of the Purchaser.

 

9.4

The dates of shipment and/or delivery that may be indicated on the Website at the time an Order is placed or otherwise communicated to the Purchaser are estimated and are not guaranteed unless otherwise expressly stated by Magaldi and are contingent upon the timely performance by the Purchaser of all obligations and liabilities placed upon it. Any delay by the Purchaser may postpone the delivery date.

Notwithstanding the foregoing, Magaldi shall in no event be liable for any delay due to any cause beyond its direct control or beyond its immediate control.

 

Article 10 - Warranties and Notification of Defects

10.1

The Seller warrants to the Purchaser that the products sold pursuant to an Order are free from defects in material, manufacture and workmanship, provided that

(i) the operating conditions and use of the products in question comply with any standards set out in the manufacturer's/Vendor's statement of work, published specifications, operation and maintenance manuals and any recommendations of the Vendor; and

(ii) installation, adjustment, set-up and start-up of the Products have been performed properly, in accordance with the Manufacturer's/Vendor's statement of work, published specifications, operation and maintenance manuals and any recommendations of the Vendor. Products repaired or replaced pursuant to Article 10.3 below are warranted for the longer of (i) six (6) months from the date of shipment or (ii) the remainder of the original warranty period.

 

10.2 Limitation of Liability and Warranty

The Seller's liability in respect of any defects or faults in the products, of whatever nature, and/or for any loss, injury or damage caused by defects or faults in the products, shall be limited to the removal of defects and faults which arise solely from faulty design, materials or workmanship and which are not due to misuse of the products. Any further liability or guarantee of Magaldi for defects or faults in the products is expressly excluded.

If the installation, or subsequent maintenance, repair, alteration of any kind of a product has not been performed by Magaldi, no warranty will apply. Any liability of Magaldi shall in any event be excluded where examination by the Seller reveals that any alleged defect or flaw was not caused by an original defect or flaw in design, manufacture or materials.

Breakage and defects of the products, or their components, due to normal wear and tear in use are in any case not covered by the guarantee.

 

10.3

The warranty given by Magaldi pursuant to clause 10.2 above is for a period of twelve (12) months from delivery of the relevant product. Upon expiration of such period, all relevant liability and warranty of Magaldi will cease.

In any event, the Purchaser shall forfeit its right to the warranty if (i) it does not report the defects or faults, by written notice, within ten (10) days from their discovery, providing at that time a precise description of the same; and (ii) it does not return to Magaldi, carriage paid at the factory or warehouse indicated by the latter, in Italy, unless otherwise agreed in this respect, the defective or faulty products.

 

10.4

Any replacement parts or products, at the Seller's discretion, may be new, remanufactured or reconditioned.

If the repair or replacement carried out by Magaldi does not solve the defects or faults in the product, the Purchaser may request an on-site emergency service at its premises, which will be at the Seller's expense and care.

If any malfunctions of the Plant, machines or relevant components are not due to guaranteed defects or faults in the Magaldi products, the costs of the on-site service (including time, activities, travel and travel expenses) shall be borne by the Purchaser.

On-site warranty services performed at the Seller's expense shall not include the costs of removal or reinstallation of equipment or machines other than the faulty or defective ones for which the warranty has been activated.

Where necessary to fulfil its obligations under this warranty, the Seller shall be obliged to disassemble and reassemble the products, and the related plant and machinery, only to the extent that this is necessary for repair or replacement, and only if this requires special expertise. If such expertise is not required, the Seller shall have fulfilled its obligations by merely delivering to the Purchaser the duly repaired or replaced product, or component thereof.

 

Article 11 - Withdrawal or Cancellation of an Order

11.1

The Purchaser is entitled to cancel an Order up to the moment Magaldi sends the Order Confirmation E-mail.

 

11.2

If the Purchaser intends to cancel an Order after such time, it shall bear and reimburse all expenses and costs incurred by Magaldi in the performance of the relevant Order. To this end, it must contact Magaldi and inform it of its intention in a timely manner through the contacts and/or in the manner indicated in the Framework Agreement or in art. 3.3 of these Terms of Sale, providing all information necessary to identify the Order and the relevant products without delay. Magaldi will inform the Purchaser of the costs and amount of the refund to be paid by the Purchaser and the latter may confirm the cancellation within 8 hours.

Otherwise, the Order shall be deemed confirmed and the Purchaser shall in any case pay to Magaldi the entire agreed Price, including all further costs and charges, unless otherwise agreed between the Parties.

 

11.3

Depending on the factual conditions of the concrete case, such as, by way of example, the characteristics of the products in question, whether or not they were already in Magaldi's stock, the agreed time of delivery and the timing of the cancellation request, the amount to be paid by the Purchaser for cancellation pursuant to clause 11.2 may also amount to the entire agreed Price and the additional charges and costs to be paid by the Purchaser pursuant to these Terms of Sale.

 

Article 12 - Intellectual Property

The Magaldi trademark, all figurative and non-figurative trademarks on the Website, images, illustrations and logos and any content on the Website (including, without limitation, the Terms of Use of the Website and these Terms of Sale), as well as patents and all other intellectual property rights, whether registered or not, are the exclusive property of Magaldi.

Reproduction, in whole or in part, modification or use of such trademarks, illustrations, images and logos, or any other content of the Website, for any reason and by any means, without the express written permission of Magaldi and/or the respective owners of the intellectual property rights over them is strictly prohibited.

 

Article 13 - Purchaser's Liability Regarding Use of the Website

The Purchaser declares that it has full capacity to act and enter into a contract for the purchase of products offered on the Website on the basis of these Terms of Sale. Magaldi may in no case be required to verify the capacity and powers of the Purchasers and of the individuals who place Orders on the Website in the name and on behalf of the Purchasers. The responsibility for limiting, controlling and verifying the legitimacy of the use of credentials and access to the reserved area of a Purchaser lies exclusively with the Purchaser himself.

 

Article 14 - Force Majeure and Limitation of Liability

14.1

Magaldi shall not be liable in any way for any breach of these Terms of Sale, even if foreseeable, attributable to the act of a third party, the fault of the Purchaser, the occurrence of a force majeure event or any other event not reasonably within the sole control of Magaldi.

 

14.2

The Seller shall not be liable to the Purchaser, nor shall it be deemed in default, due to non-delivery or delayed delivery of the products if the delay or non-delivery is due to any cause beyond the reasonable control of the Seller ("Force Majeure Events"). The following shall in any event be considered Force Majeure Events, without limitation and by way of example only:

• explosion, flood, storm, fire or accident;
• war or threat of war, sabotage, insurrection, civil unrest or requisition;
• acts, restrictions, regulations, statutes, prohibitions or measures of any kind by any public or administrative authority, national, local, Italian or foreign;
• import or export regulations or embargoes;
• strikes, lockouts or other industrial action or trade disputes (involving employees of the Seller or third parties);
• difficulties in obtaining raw materials, labour, fuel, parts or machinery;
• power failure or machinery breakdown;
• epidemics or pandemics.

 

14.3

In the event of the occurrence of a Force Majeure Event, Magaldi will notify the Purchaser. If the circumstances described above still persist six (6) months after such notice, either Party may, by written notice, withdraw from the Order in question, in which case the Seller will refund to the Purchaser any payment made on account, less any costs actually incurred by Magaldi in the performance of the Order and any further amount which the Seller may claim from the Purchaser under the law and these Terms of Sale, but shall in no way be liable or obliged to indemnify the Purchaser for any further loss or damage caused by the non-delivery or non-performance of the Order.

 

14.4

The delivery terms of any Order slowed down or suspended due to a Force Majeure Event shall be deemed automatically extended for the same number of days during which the Force Majeure Event persisted.

Article 15 - Partial Invalidity

Should one or more provisions of these Terms of Sale be declared invalid or ineffective for any reason whatsoever, whether as a result of a change in the law or a ruling by a competent judicial authority, the other provisions shall remain in full force and effect.

 

Article 16 - Waiver

The circumstance that one of the Parties does not assert against the other a right or a breach of any of the obligations contained in these Terms of Sale shall not be construed as a waiver of such right or a waiver of the performance of such obligation in the future.

 

Article 17 - Applicable Law and Jurisdiction. Language

These terms and conditions are governed by and shall be construed and enforced in accordance with the laws of Italy, irrespective of the place of dispatch of the Order and any other factual circumstances.

Any dispute arising from the interpretation, validity and/or execution of these Terms of Sale and/or Orders placed through the Website shall be subject to Italian jurisdiction and the mandatory competence of the Court of Salerno.

 

These terms and conditions are written in Italian and translated into English and Spanish for the convenience of the Parties. The Italian text shall prevail in all cases.