The following General Conditions of Delivery and Payment for Foreign Customers shall apply to all deliveries of our products, except as modified by express agreement accepted in writing by both parties.

1. Scope of application

The sales and deliveries of RINGSPANN Italia S.r.l. are made exclusively in accordance with the following terms and conditions of delivery and payment (“Terms and Conditions”). The purchaser acknowledges the Terms and Conditions by placing an order or accepting delivery. The Terms and Conditions shall also apply to all future transactions with the purchaser. The validity of deviating or supplementary terms and conditions of the purchaser shall be excluded, even if we have not expressly objected to them.

2. Offer and conclusion of contract

Our letters of offer and such of confirmation shall be exclusively decisive for the scope and type of delivery. The order shall be deemed accepted when confirmed by us in writing; until such time, our offer shall be deemed non-binding. Measurements, weights, illustrations and drawings shall only be binding for the execution of the order if confirmed by us in writing.

We reserve the ownership and intellectual property rights to illustrations, drawings, sketches and other documents. They must not be made accessible to third parties without our prior consent and must be returned on our request.

The purchaser guarantees that the working drawings submitted by it do not infringe any third-party rights. We shall not be obliged vis-à-vis the purchaser to check whether we infringe any third-party rights if we produce in accordance with the working drawings submitted to us. The purchaser shall indemnify and hold harmless us against and from any third-party claims based on the infringement of rights through the working drawings submitted by the purchaser.

We will only supply workshop or individual part drawings if this has been agreed when placing the order and confirmed by us in writing.

3. Prices and terms of delivery

The prices are ex works (EXW) Limbiate (MB), Italy, (EXW) Bad Homburg, Germany or (EXW) Oberursel, Germany, as the case may be, and do not include value-added tax, freight or postage. Unless otherwise agreed on a case by case basis, our prices applicable at the time the contract is concluded shall apply.

Delivery shall be ex works (EXW) Limbiate (MB), Italy, (EXW) Bad Homburg, Germany or (EXW) Oberursel, Germany, as the case may be.

4. Terms of payment

Payment must be made by bank transfer within thirty (30) days or as otherwise agreed, after receipt of the invoice without deduction. Repairs and other services or works are due for payment without deduction immediately after receipt of the invoice.

If the purchaser is in default of payment, interest shall be charged in accordance with the statutory provisions. Claims for further damages caused by the default remain unaffected.

5. Delivery time

The delivery time and delivery dates are considered approximate and are only binding if they have been agreed upon as binding in the contract. The delivery period shall commence as soon as all technical details of the execution have been clarified and both parties agree on all matters of the transaction.

Unforeseen events beyond our control, e.g. operational disruptions, delayed deliveries from our subcontractors, production rejects in our plant or such of the subcontractor as well as force majeure, release us from the obligation to deliver or perform for the duration of such events. Delivery and performance periods or dates shall be extended or postponed by the duration of the disruption.

Orders whose delivery extends over several delivery installments will only be accepted by us if an acceptance date is specified by the purchaser for each delivery installment and the total period for delivery of the order does not exceed nine (9) months. Upon expiry of the agreed nine (9) months’ period, we shall be entitled to make the total remaining quantity available to the purchaser without notice, even if the purchaser is in default of acceptance of the previous delivery installments.

If the purchaser is in default of acceptance or violates other obligations to cooperate, we are entitled, without prejudice to any other rights, to store the delivery item appropriately at the risk and expense of the purchaser or to withdraw from the contract in accordance with the statutory provisions.

We may make partial deliveries for justified reasons, provided this is reasonable for the purchaser.

6. Liability for defects of the delivery

The quality of the delivery item shall be determined exclusively by the performance data and measurements according to the catalogue. In case of custom-made products for the purchaser, the agreed quality shall be measured exclusively in accordance with the design drawing approved by the purchaser.

We reserve the right to make minor changes to the delivery item with regard to its construction, material and/or workmanship, provided that this does not alter the agreed quality.

Rights of the purchaser due to defects of the delivery item require that it inspects the delivery item after delivery and notifies us in writing of any defects within eight (8) days from the discovery, but no later than one year after delivery; hidden defects must be notified to us in writing within eight (8) days from the discovery, but no later than one year after delivery.

In case of any notice of defect, we shall be entitled to inspect the rejected delivery item. The purchaser shall grant us sufficient time and opportunity to do so. We may demand that the purchaser returns the rejected delivery item to us at our expense.

If a notice of defect by the purchaser proves to be unjustified and if the purchaser has recognized this before the notice of defect was made or has not recognized it due to negligence, the purchaser shall be obliged to compensate us for all damages incurred therewith, e.g. travel, shipping and inspection costs.

We shall remedy defects at our own discretion by eliminating the defect free of charge for the purchaser or, alternatively, by supplying a defect-free delivery item free of charge. The purchaser shall grant us reasonable time and opportunity necessary for remediation.

Rights of the purchaser due to defects are excluded in the following cases: (i) normal wear and tear; (ii) if damage to the delivery items occurs for reasons for which the purchaser is responsible, in particular due to improper use, non-compliance with the operating instructions, faulty commissioning or faulty handling (e.g. excessive strain); (iii) faulty assembly or incorrect assembly or installation by the purchaser or by third parties commissioned by it; (iv) use of unsuitable accessories or unsuitable spare parts; (v) performance of unsuitable repair measures by the purchaser or by third parties commissioned by it; or (vi) performance of modifications or reworking without our approval.

The period of limitation for the rights of the purchaser due to defects is twelve (12) months from the time of transfer of risk. This shall not apply to cases specified in clause 7 (ii).

7. Limitation of liability, compensation

Our obligation to pay damages is limited as follows:

1. For the violation of material contractual obligations, we shall only be liable for the damages typically foreseeable at the time of conclusion of the contract. We shall, however, not be liable for loss of profits or any consequential or indirect damages, unless the relevant obligation is specifically designed to protect against such damages. In addition, we shall not be liable for the breach of non-material contractual obligations.


2. The aforementioned limitations of liability do not apply to damages caused intentionally or by gross negligence, to culpably caused bodily injury, to any mandatory liability provisions (such as provisions regarding product liability). Furthermore, it shall not apply if and insofar as we have assumed a guarantee.

In any case, if the products manufactured by RINGSPANN GmbH have been made on the basis of designs, models or any instructions from the purchaser, the relevant liability in case of damage to persons or property shall be governed from time to time by the individual contract entered into between RINGSPANN GmbH and the purchaser.

The purchaser is obliged to take reasonable measures to prevent and reduce the damage.

8. General provisions

Place of performance is Limbiate (MB), Italy. Any controversy, claim or dispute between the parties hereto shall be settled by the Court of Milan. However, we are entitled to sue the purchaser at any other applicable place of jurisdiction.

The purchaser may not transfer its contractual rights to third parties without our express consent.

If a provision of these Terms and Conditions is invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.

These Terms and Conditions and the contractual relationship between the parties shall be governed by the laws of Italy, excluding the conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Date: 24.11.2020