1. Contractual regulations
Orders made relating to the purchase of products manufactured by our Company (hereinafter also referred to as: the Seller) lead to the automatic and unconditional acceptance of these General Conditions of Sale that are an integral part of the sales contract. Any exceptions made to the same shall be considered valid only if agreed upon in writing between the parties and limited exclusively to the sales to which they refer.
2. Product characteristics
- The weight, the size, the technical specifications, the price and any other information which is shown in the catalogues, prospectuses, circular letters or any other of the Seller’s illustrative documents are only approximate indications.
3. Orders – left-over stock, packing and packaging
- These General Conditions of Sale shall be deemed to have been approved by the Customer upon the transmission of the order, which is always received by our Company with the clause stating “subject to approval by the Company”. The Seller can accept the order by shipping the goods, in accordance with Art. 1327 of the Italian civil law code or rather by means of explicit acceptance.
- The Seller reserves the right to process an order either in whole or in part or rather divided into several batches.
3.3 The order must contain the item number and name as well as the quantity required.
Minimum order quantities for each item are specified in the price list. Non-compliant orders that do not correspond to these quantities, or to multiples of these, shall automatically be adjusted without the Customer’s prior authorisation, unless otherwise mutually agreed by both parties.
4. Terms of delivery
- All terms of delivery, if and when required, shall have a purely indicative value. The Seller shall not be held responsible under any circumstances for delivery delays which are not caused by his/her personal wilful misconduct or gross negligence. Failure to comply with these terms of delivery, provided that delivery is carried out within a reasonable timescale, does not give the Customer the right to claim compensation or to cancel the orders, unless, after taking into consideration both the normal limits of tolerance and the nature of the contract and supplies, the same is no longer of importance to the Customer. In this case, the burden of proof shall be entirely at the Customer’s expense.
- Except for cases of wilful misconduct or gross negligence committed by the Seller, any compensation for damage caused by the late delivery of products is expressly excluded.
5. Order management, shipment and packaging
- Shipments are carried out at the Customer’s expense, using the means of transport chosen by the
- The transfer of risks relating to the products takes place from the moment they are handed over to the Carrier: consequently, the products travel at the risk and peril of the recipient, even if they are dispatched FOB designated port. In any case, the goods must be insured at the Customer’s expense by a company chosen by the Seller. Should the Customer intend to collect the products at the Seller’s Distribution Centre, this shall be possible only during the warehouse working hours, by giving at least 48-hours’ notice and only regarding previously ordered and available goods.
5.3 The Buyer who is already a regular, direct Customer can contact the Seller’s warehouses also for quantities other than the foreseen packing units. The cost of the service shall be agreed on each occasion.
6.1 The price stated in the catalogues is purely indicative and can, therefore, be subject to change without giving prior notice.
- Unless otherwise agreed in writing between the parties, the goods shall be invoiced at the price currently in force at the moment they are dispatched.
- Prices are to be considered net of VAT, of any levies or duties, as well as of any tax, tax-related fees or expenses or of any other kind which may possibly burden the contract which remain at the Customer’s exclusive expense.
- Payment must be carried out directly at the Seller’s registered office or rather to the person provided with the relative written authorisation in accordance to the methods and terms specified on each single invoice.
- Late payment shall give rise to default interest being charged in accordance with Art. 5 of Italian Legislative Decree 231/02 and it shall lead to the Buyer losing the benefit of the time limit (acceleration clause) specified in Art. 1186 of the Italian civil law code, which will make all pending sums immediately recoverable.
8.Notice of defects
8.1 Under penalty of expiry of this Contract, the Customer must report any faults and defects found in the products supplied or the lack of all or part of the supplies specified in the Purchase Order or which prove to be non-compliant, within 8 (eight) to be calculated respectively from the date of the discovery of the faults or defects and/or that of the delivery of the products. In the case of obvious defects the complaint must be made in writing and sent by registered letter with return receipt (or by certified e-mail), sent in advance by fax to n. <…..> in order to ensure a prompt receipt of such notification.
- Complaints do not give the Customer
the right to suspend or, in any case, to delay payments relating to both the products in question and to any other supplies provided.
- The warranty is deemed null and void
in the case in which the Customer has carried out or has allowed operations to be carried out by third parties on the products, without obtaining the Seller’s prior written consent or if the goods have been badly stored. The faulty goods which do not have problems associated with normal wear and tear, incorrect use or tampering, shall be repaired or substituted only if returned to the Seller’s registered office FOB designated port, stating in the delivery note the relative reason as well as details of our invoice.
- Warranty against defects
- Products sold by <…..> are guaranteed for a period of 2 (two) years as from their delivery to the Customer with regard to manufacturing faults and defects and it is limited to the replacement or repair of the relative products which have been acknowledged as being faulty upon the Seller’s premises (registered office), with the exclusion of any rights whatsoever relating to the possibility to claim compensation for damage. The abovementioned warranty does not apply to products which show signs of abnormal wear and tear, tampering or improper use. Any transport costs relating to products to be replaced or repaired and of products replaced and repaired are to be borne by the Buyer, unless otherwise agreed by means of a written agreement.
- In accordance with the conditions specified in the previous paragraph, the Seller shall replace or repair the Product which has been recognised as faulty due to manufacturing defects if returned FOB designated port accompanied by the relative delivery note on which the words “Faulty goods” must be written, also details of the document subject to tax issued at the moment of sale must be provided.
- Except for cases of wilful misconduct or gross negligence, the Seller shall be obliged, in the case of defects or lack of quality of the products, solely to repair or replace the faulty products. It is understood that the abovementioned warranty (consisting in the obligation to repair or replace the products) incorporates and supercedes any other warranties or any of the Seller’s responsibilities (of both a contractual and non-contractual nature) which, in any case, are associated with the products supplied (e.g. compensation for damage, loss of earnings ).
- The Customer is not authorised to carry out any deduction from the agreed price (e.g. in the case of alleged product defects), unless otherwise agreed in writing with the Seller.
10. Return of goods
Returns of goods are accepted only if previously agreed in writing with the Seller. The Customer hereby authorises the resale of the items returned to the Company for whatever reason including the reasons specified in points 8 and 9 of these general conditions.
11. Competent court
These General Conditions of Sale are governed by the laws of the Italian Republic. For any other matters not specifically provided for in these conditions, the relative provision of the Italian civil law code shall be applied.
As for any dispute deriving from the sales contract disciplined by these General Conditions of Sale or associated with these shall be referred to the exclusive jurisdiction of the Court of Venice (Italy).
Pursuant to and in accordance with Articles 1341 and 1342 of the Italian civil law code, the Buyer does hereby declare to have read and approved the following clauses of the contract: n.4. (Terms of delivery); n.5 (Order management, shipment and packaging); n.8 (Notice of defects); n.9 (Warranty against defects); n. 11 (Competent court).