1) General conditions of sale
(a) The terms and conditions indicated below (the "General Conditions of Sale") form an integral part of the contracts concluded between the Seller and the Buyer for the supply of the Seller's products (the "Products").
(b) The General Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any different conditions or terms apply only if confirmed in writing by the Seller.
(c) The Seller reserves the right to modify, supplement or vary the General Conditions of Sale, attaching these changes to the offers or to any correspondence sent in writing to the Buyer.
2) Offers and Orders.
(a) The offers of the Seller are not to be considered binding, in particular with reference to quantities, prices and delivery terms.
(b) Orders placed by the Buyer are not considered accepted until they have been confirmed in writing by the Seller. In the event that the Seller does not provide the written confirmation of an order negotiated verbally, the issuance of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation.
(c) Orders and / or changes to orders placed verbally or by telephone must be confirmed in writing by the Buyer. Otherwise the Seller assumes no responsibility with regard to any errors or possible misunderstandings.
3) Prices and Payment Terms.
(a) Product Prices include VAT.
(b) Taxes, duties, shipping, insurance, installation, end user training, after-sales service are not included in the prices unless quoted separately.
(c) Payment for the product and any ancillary expenses must be made in advance; the seller undertakes and obliges to ship the product within 5 days of receipt of payment.
4) Terms of Delivery.
(a) Unless otherwise agreed in writing, any delivery time indicated is not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery time is that specified in the order confirmation.
(b) The Seller reserves the right to reasonably make partial deliveries.
(c) Any liability for delivery deriving from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, provisions of the public administration, subsequent blocks of export or import possibilities, in consideration of the their duration and scope, release the Seller from the obligation to respect any agreed delivery deadline.
(d) The Seller is not obliged to accept returns of the products, unless it has been expressly agreed in writing. Any costs incurred for this purpose are borne by the Buyer.
5) Duty of Inspection and Acceptance of Products.
(a) Upon taking delivery of the Products, the Purchaser must immediately: check the quantities and packaging of the Products and record any objection in the delivery note; carry out a conformity check of the Products with respect to what is indicated in the order confirmation and record any discrepancies in the delivery note.
(b) In the event of a complaint of defects, the Purchaser must comply with the following procedures and deadlines: the communication must be made within no more than [3 (three) working days] from the taking over of the Products by the Buyer. In the event that the dispute relates to a defect that, despite the initial inspection, has remained hidden, the complaint must be made as soon as possible by the end of the working day in which the defect was discovered and, in any case, no later than [2 (two) weeks] from taking delivery of the Products; the detailed communication must be sent in writing to the Seller within the terms indicated above. Any communication made by telephone is not accepted; the communication must clearly specify the type and amount of the alleged defects; the Purchaser agrees to make the disputed Products available for inspection; this inspection will be carried out by the Seller or by an expert appointed by the Seller. No dispute with reference to the quantity, quality, type and packaging of the Products may be made except through the communication affixed to the delivery note, in accordance with the procedure indicated above.
(c) Any Product for which no dispute has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Purchaser.
6) Warranty Terms.
(a) The Seller warrants that the Products are free from defects and conform to the technical specifications declared by the Seller.
(b) The warranty will not be valid if the problem or anomaly results from incorrect or unsuitable applications for the product, or if it does not comply with commissioning. Any modification or replacement of parts of the product not authorized by the Seller releases the manufacturer from civil and criminal liability, however, making the warranty void. The warranty does not cover normal wear parts.
(c) For orders regarding products of different colors than white and galvanized, due to the particularity of the same, the return will not be possible except for obvious damage to the product depending on the assembly.
7) Right of withdrawal
(a) The Purchaser has the right to withdraw from the contract, without indicating the reasons, within 10 days of the conclusion of the agreement, without penalty.
(b) For orders regarding products of different colors than white and galvanized, due to the particularity of the same, the withdrawal will not be possible, except for evident damage as provided for in letter c of the preceding point.
(c) To exercise the right of withdrawal, the buyer is required to inform the seller (by entering name, geographical address and, if available, telephone and fax number and e-mail address) of his decision to withdraw from this contract by means of an explicit declaration (for example letter sent by post, fax or e-mail).
(d) The reimbursement may be suspended until receipt of the goods which must be returned with costs to be borne by the buyer within 3 days from the notification of the withdrawal
(e) The buyer is in any case responsible for the decrease in the value of the goods resulting from the handling of the goods other than that necessary or for any other damage suffered by the goods.
8) Limitation of Liability.
(a) Except in cases of justified objection raised in accordance with the provisions of paragraph 5 above, the Purchaser is not recognized any further right or remedy.
(b) The Seller will do everything in its power to deliver the Products within any time agreed, but in no case can it be held liable for damages directly or indirectly caused by the delivery of the Products.
(c) The catalogs, price lists or other promotional material of the Seller constitute only an indication of the type of Products and the prices and the indications indicated therein are not binding for the Seller. The Seller assumes no responsibility for errors or omissions contained in its price lists or in its promotional material. 8. Right of withdrawal If the CUSTOMER intends to contest the adequacy of one of the items delivered, it is obligatory to give written notice as specified in the paragraph "Duty to Inspect and Accept Products"; otherwise, this element is to be considered fully accepted.
9) Applicable Law.
(a) If the Purchaser is a subject governed by Italian law, these General Conditions of Sale and all contracts entered into by the latter with the Seller are understood to be governed by Italian law.
(b) If, on the other hand, the Purchaser is a person of a nationality other than Italian, these General Conditions of Sale and all the contracts stipulated by the latter with the Seller are understood to be governed by the Vienna Convention of 1980 relating to Contracts of International Sale of Goods.
(a) Any dispute arising between the parties as a result of the interpretation, validity or execution of these General Conditions of Sale and the related contracts stipulated will be devolved to the exclusive jurisdiction of the Court of Modena
11) Final Provisions.
(a) The invalidity in whole or in part of individual provisions of these General Conditions of Sale does not affect the validity of the remaining provisions.
(b) Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the Purchaser specifically approves the provisions referred to below: Art. 1 - general conditions of sale; Art. 2 - offers and orders; Art. 3 - prices and terms of payment; Art. 4 - Delivery terms; Art. 5 - Duty of Inspection and Acceptance of Products; Art. 6 - warranty terms; Art. 7 - right of withdrawal; Art. 8 - Limitation of liability; Art. 9 - Applicable law; Art. 10 - Jurisdiction.