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Steel Mont General Terms and Conditions of Sale and Delivery dd 13.02.2020


1. Applicability/Offers.

1.1. These General Terms and Conditions apply to all present and future contracts for deliveries, contracts for work and services, for work and materials and for other services, incl. consulting, proposals and other additional services. In the case of direct sales, the terms and conditions set out in the price list of the delivery mill commissioned with the order apply in addition to these rules. The Buyer’s purchasing conditions are not accepted even if we have not expressly refused to be bound by them upon receipt.

1.2. Our offers are subject to change without notice. Any oral agreements, promises, commitments and guarantees made by our employees in connection with the contract are not binding upon us unless confirmed by us in writing.

1.3. Commercial clauses shall be interpreted pursuant to Incoterms 2020.

1.4. All specifications such as dimensions, weights, illustrations, descriptions, assembly/installation sketches and drawings contained in sample books, price lists and other printed matter have been determined to the best of our ability but are approximate only and therefore not binding on us. This also applies to any information given by the mills. All models and drawings remain our property.

1.5. With regard to contracts for work and services or for work and materials, "Buyer" pursuant to these terms and conditions also includes the term "Orderer".

2. Prices.

2.1. Prices are quoted ex works or warehouse plus freight and with or without value-added tax.

22. Unless stipulated otherwise, the prices and terms set out in our price list prevailing at the date the contract is entered into are applicable. In the case of direct sales, especially deliveries ex works, we are entitled to apply the prices according to the terms and conditions of the mill's and producers price list in force at the date of delivery, unless fixed prices have been expressly agreed upon.

2.3. If taxes, duties, carriage, insurance premiums or other external costs included in the agreed prices are changed later than four weeks after the contract is entered into, or if new costs arise, we are entitled to adjust the prices accordingly and buy except the same.

2.4. With respect to goods not yet delivered, we reserve the right to increase the agreed price in case of a change in the supply of raw materials or the general economic situation causing production and/or procurement of the products in question to become far more expensive than at the time the prices were agreed upon. In such a case, the Buyer may terminate the non-fulfilled orders concerned within three weeks after being informed of the price increase. We are also entitled to increase the agreed price, if the delivery period is subsequently extended for one of the reasons listed under IV.4; or if the material or design is modified because the documents and/or instructions received from the Buyer were not in accordance with actual conditions or were incomplete, or if the data needed for the completion of the order is not received by us in time.


3. Payment and offsetting.

3.1. Unless otherwise agreed or stated in our invoices, the purchase price shall be paid in such a way that the amount is at our disposal at the due date for payment. The Buyer bears all payment costs. Payment of the full amount of Seller’s invoice shall be made without any discount, deduction, withholding, abatement, set-off or counterclaim in EUR by wire transfer of immediately available funds.

3.2. Neither Buyer nor Seller has the right to assign its rights and obligations under the present contract to any third party without written consent of the other Party with the exception of Seller's financing bank.

3.3. If the Buyer fails to pay the invoice amount at the due date or is in default of payment, we charge interest at a rate of 10 percentage points above, unless higher interest rates have been agreed upon. This does not restrict our right to claim additional damages.

3.4. In case payment is not received by the Seller on the date stipulated in the contract, the Seller has right at sole discretion to cancel the contract, revise price or delay delivery date. In this case Buyer has no right to claim from the Seller any remuneration or compensation or penalty or charges whatsoever for cancellation or delay of delivery and the Buyer has no right to file any legal case against the Seller.

3.5. If we notice any circumstances which in our view may negatively influence the credit standing of the Buyer, we are entitled to refuse delivery of the goods or effect deliveries only against advanced payments or other payment securities. In such a case we may demand that all our non-time-barred claims for payment under the current business relation with the Buyer fall due immediately.

3.6. Title of goods to pass from the Seller to the Buyer when the Seller received and confirmed 100% payment of goods from the Buyer at their account.


4. Execution of deliveries, delivery dates and periods.

4.1. Our obligation to deliver is subject to the timely and correct delivery of goods by our appointed nominated transport suppliers, operators, rail freight brokers, container lines except in cases in which incorrect or delayed delivery on the part of our suppliers is due to reasons for which we are responsible.

4.2. All delivery dates and periods are approximate indications only. Delivery periods commence at the date at which we confirm the order and apply only if all details relating to the order have been clarified and the Buyer has complied with all his duties, e.g. the provision of all official permits, letters of credit and guarantees, or the remittance of advance payments.

4.3. The date at which the goods are dispatched from the mill or mill producer stock warehouse is decisive for determining compliance with delivery dates or periods. In the event of any delay in shipment for reasons for which we are not responsible, delivery dates are deemed to have been observed with the notification that the goods are ready for dispatch.

4.4. All events of force majeure entitle us to postpone delivery for the duration of such events plus a reasonable start-up time. This also applies if such events occur during a period in which we are in delay. Events of force majeure are deemed to include monetary, trade and other government measures, strikes, lockouts, any disruptions to our production operations for reasons beyond our control (e.g. fire, breakage of machinery or rollers, non-availability of raw materials or energy, impact of radioactive substances), transportation obstructions, delays in import/customs clearance as well as all other circumstances for which we are not responsible, which materially impair delivery or render it impossible. In this connection it is irrelevant whether the effects of such circumstances are sustained by us or the mill commissioned with the order or our sub-suppliers. If as a result of any of the aforementioned events either party can no longer be reasonably expected to execute the contract and, in particular, if performance of material parts of the contract is delayed by more than 30 days, either party may terminate the non-fulfilled part of the contract or the contract completely.


5. Reserved ownership rights.

5.1. The goods remain our property until all our claims against the Buyer under the contract have been satisfied.

5.2. Should this retention of title clause be invalid under the law of the country in which the goods are situated, such security which corresponds to the above provision of retention of title is deemed to have been agreed upon. The Buyer shall take all measures necessary for such security to come into effect and/or to be maintained.

5.3. Should a more extensive retention of title clause be permitted by the law of the country in which the goods are situated (such as - without prejudice to the generality of the foregoing - the assignment of the Buyer's future claims resulting from the resale of the goods delivered by us), the Buyer shall implement such clause upon our request.


6. Qualities, dimensions and weights.

6.1. Qualities and dimensions are determined pursuant to the DIN/EN, ASTM, ISO, GOST standards or material specification sheets in force at the date or any applied standards of production of goods determine by the producer at which the contract is entered into or, in our absence, in accordance with standard practice. References to standards, mill standards, material specification sheets or test certificates, declarations of conformity, producer declarations or corresponding designations such as CE or any international marks, as well as information on qualities, dimensions, weights and suitability for a certain use are not deemed to constitute any form of guarantee.

6.2. The weights stated are based on measurements taken by us. Proof of weight is furnished in the form of packing list indicating weight. Weights may be determined according to standards without measurements being taken, if permitted by law. Customary additions and reductions in the steel trading business in Italy (commercial weights) remain unaffected. The quantities and bundle numbers etc. stated in the delivery note are not binding in the case of goods charged by weight or determined by third parties. The total weight of the consignment applies and if goods are in bulk without packing loaded from open area under natural conditions and due to carriage by sea, rail, truck discrepancies in weight may arise with respect to calculated weight as packing list. Any discrepancies with regard to the calculated individual weights are allocated on a proportionate basis. In bulk cargos like coil, coke, pig iron, chemicals etc. weight franchise up to 1% is acceptable.


7. Inspections.

7.1. Any agreed inspection may only be conducted in the delivery mill or in our warehouse immediately upon receipt of the notification of readiness for inspection. The Buyer bears the personal inspection costs; technical inspection costs are charged in accordance with our price list. Any inspection requests must be requested 14 days prior to the products and goods and must be accepted by us in writing.

7.2. If inspection is not performed or not performed in time without the Buyer having a right of rejection, we may dispatch the goods without inspection or store them at the Buyer’s expense and risk. In case of contracts for work and services, the goods are deemed to have been accepted 2 calendar days after the notification of readiness for inspection. In case initial operation takes place prior to the notification of readiness for inspection or before the expiration of the 3-day period, the goods are deemed to have been accepted with the start of operation.


8. Dispatch, passing of risk, packaging, part deliveries.

8.1. We determine the route and type of dispatch as well as forwarder and carrier.

8.2. If, for reasons for which we are not responsible, transportation of the goods on the planned route or to the planned destination becomes impossible in the planned period of time or is materially impaired, we may deliver the goods via a different route or to a different destination it being understood that the Buyer bears any additional costs. The Buyer is given a prior opportunity to make any comments.

8.3. Risk, including the risk of confiscation, passes to the Buyer for all transactions, including carriage-free or carriage-paid transactions, or the producer of the stock, upon handing the goods over to the forwarder or carrier, however, no later than upon their leaving the warehouse or mill producer. We arrange for insurance only at Buyer's instruction and cost. The Buyer is obliged to unload the goods at his expense and risk.

8.4. The goods are delivered in bulk, bare and loose unpacked without rust protection and any additional marking other than producers marking. If packing is agreed in the contract, the producer will arrange for the packaging as per their norms and standards. We can agree for additional packaging and/or transportation facilities at the so to expense of buyers on the basis of our experience. We arrange for packaging, protection and/or transportation facilities at the Buyer’s expense on the basis of our experience; packaging and facilities that are available. We are not responsible and do not assume the costs incurred by the Buyer for returning or disposing of the packaging, empty containers, additional storage of packaging material etc.

8.5. We are entitled to effect reasonable part deliveries. Excess or short deliveries of the contracted quantity are permissible in keeping with standard industry practice.

8.6. Our obligation to deliver and dispatch the goods is governed by the usage in sea ports, e. g. the Antwerp Conditions, 1972 edition etc. In the case of CIF deliveries, clauses 2, 3, 5, 7 to 18, and 21 of the Warsaw-Oxford Rules 1932 apply in addition or prevailing charter party terms and conditions agreed with vessel owner.


9. Orders for delivery on call.

9.1. In the case of orders for delivery on call, the call-off must be executed immediately after we have declared the goods as being available for dispatch. In case the Buyer fails to execute the call-off immediately, we are entitled, after a corresponding reminder, to dispatch or to store the goods in our warehouse at the Buyer’s expense and risk and to invoice them immediately.

9.2. In the case of orders for continuous delivery, we are to be notified of calls for delivery and quantities of types for roughly identical monthly quantities, failing which we may determine same at our own discretion.

9.3. If the individual release orders exceed the total contracted quantity, we are entitled but not obliged to supply the excess quantity. Prices for excess quantities have to be agreed separately.


10. Warranty.

10.1. Any defects in the goods shall be reported in writing immediately, however, no later than seven days after delivery. Defects which cannot be detected within this period notwithstanding the most careful examination shall be reported in writing immediately after being discovered, however, no later than before the expiry of the agreed period as per the contract. The Buyer shall immediately cease any operation with the goods after the detection of the defect and storage then separately free of cost for inspection of producers third partly inspection companies.

10.2. After the performance of an agreed inspection of the goods by the Buyer, any complaint with respect to defects that could have been detected during such inspection is excluded.

10.3. In the case of a justified and timely complaint, we may at our discretion either repair or replace the defective goods (supplementary performance).

10.4. All claims under this warranty are excluded, if Buyer does not immediately give us, producers and inspection companies, opportunity to verify the defect and, in particular, fails to furnish the defective goods in full quantity immediately at our request.

10.5. If the goods are sold as lower-grade material – e.g. so-called secondary material – the Buyer does not have any rights relating to defects with respect to the stated reasons for which the material was degraded and those he could reasonably expect to encounter. We are not liable for defects in the case of secondary material.

10.6. We bear the costs to remedy the defects only up to a reasonable amount and in individual cases, in as far as they are appropriate in relation to the purchase price of the goods. We do not assume any costs arising as a result of the fact that the goods sold have been transported to a location other than the Buyer’s domicile, we do not bear any responsibility by the carrier or the transporter with their contractual use.

10.7. If the goods are processed and the buyers or the end user and the final product contains quality issues such as difference in composition and/or mechanical properties and /or errors in surface, dimensions, visual defects, bad storage area, excess of moisture and other defects, then we do not bear any responsibility and as such, not liable for any manufacturing process defects.


11. Liability.

11.1. Our liability for breach of contract, in particular, but not limited to, impossibility of performance, delay, pre-contractual fault and tort, is limited to the foreseeable typical loss or damage, but to no more than the individual net contract value. Our liability for indirect and consequential damage such as loss of production or profit is excluded.


12. Statute of limitation.

In the absence of any agreement to the contrary, contractual claims held by the Buyer against us as a result of or in connection with the delivery of the goods become time-barred 30 days after delivery of the goods. This period also applies to goods customarily used for construction purposes, which have caused a defect to the whole construction.


13. Place of performance, place of jurisdiction, applicable law.

13.1. The Contract/Order Confirmation, these General Conditions and any agreed amendment thereto shall be governed in all respects by the laws of Switzerland.

13.2. Any dispute, controversy or claim arising out of or relating to the Contract and/or these General Conditions, including the breach, termination, validity or invalidity thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice of arbitration is submitted in accordance to these rules.

13.3. The number of arbitrators shall be three, each party appointing one arbitrator, the first two appointed arbitrators appointing the third one who will act as chairperson.

13.4. The seat of arbitration shall be Geneva, Switzerland.

13.5. The arbitral proceedings shall be conducted in English.

13.6. The arbitrators will assess the cost and fees as part of the award. The arbitration tribunal shall decide in final manner with exclusion of recourse to the ordinary courts of law, and its decision shall be binding on all parties.


14. Export to EU-member states.

14.1. In the event of deliveries from Italy to other EU member countries, the Buyer notifies us of his VAT identification number under which his income is taxed within the EU prior to delivery. Failing this, he is required to pay for our deliveries the VAT amount legally owed by us, in addition to the agreed purchase price.

14.2. When deliveries from Italy to another member state of the EU are invoiced, the VAT regulations of the recipient member state apply if the Buyer is registered in another EU member state for VAT purposes or if we are registered for VAT purposes in the recipient member state.

15. Severability.

Should any clause of these General Terms and Conditions of Sale and Delivery be partially or totally invalid, the balance of the Conditions remains unaffected. It is hereby agreed that the ineffective clause is replaced by such valid provision which is fair to both parties and which comes as close as possible to the economic purpose of the ineffective provision.


Steel Mont Italia S.r.L.

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