GENERAL CONDITIONS OF SALE
1. General provisions
1.1 These General Sales terms and Conditions have been drawn up in order to be applied to Enofrigo S.p.A.’s Sales Agreements, excepting any eventual exceptions agreed upon in writing by the contracting parties hereto.
1.2. Any eventual exceptions or additional conditions shall only be held to be valid if agreed in writing.
1.3. Any reference to the delivery terms is taken in accordance with the terms contained in Incoterms®, published by the International Chamber of Commerce.
1.4 In accordance with the protection of the personal data dispositions, Enofrigo S.p.A. informs the Purchaser that the collected personal data will be kept and used only for signed contracts, the related agreements and the cessation of future business.
2.1 Orders gathered by the Seller’s agents and/or employees or which in any way arrive at the attention of the former, shall not be held to be binding upon the Seller until the same are not fully or partially accepted.
2.2 The order sent by the Purchaser will be subject to the prices and the conditions of our price list as of the delivery date specified in our order confirmation.
2.3 Any condition communicated by the staff or negotiators of our Company will not be valid if not reproduced in the text of the order confirmation sent by e-mail or fax.
2.4 The Purchaser’ s order is considered accepted and the contract signed with our written order confirmation.
2.5 The text of our order confirmation prevails in any case and in each part over the terms indicated by the Purchaser on his order.
2.6 If within two working days from receipt of our order confirmation the Purchaser will not arrange to notify a different communication, the Purchaser himself is considered tacitly obliged.
2.7 Nevertheless, the Purchaser authorizes the delivery even without answer, dispensing the Seller from the obligation of notifying the start of the contract’s execution and from any damage compensation.
2.8 The Seller is entitled to suspend and/or cancel, either fully or partially, the processing of the orders, already accepted, when their processing is rendered impossible or made too burdensome by unforeseeable problems and independent of his will, such as, for example, strikes, fires, wars, insurgences and revolutions, interruptions to the energy supply, earthquakes, floods and delays made by his supplier in delivering the raw materials, finished or unfinished components.
3. The Products Characteristics
3.1 Any information or data on the Products’ characteristics and/or technical specifications, contained in brochures, price lists, catalogues or similar documents shall only be held to be binding in the measure in which said information has been explicitly quoted in the contract.
3.2 The Seller is entitled to amend the Products, without the latter changing the essential characteristics inherent in the Products, but which might be retained to be necessary or opportune.
4. Delivery Terms
4.1 Any delivery information supplied by the Seller shall merely be considered to be indicative, unless the Seller undertakes to put the same in writing.
4.2 When a Purchaser sends an order, he accepts that the delivery times are not an essential element and renounces to any request for compensation due to delays in delivery or cancellation of the order.
5. Delivery and Consignment – Complaints
5.1 Unless agreed otherwise, the sale is understood to be made, FCA-FREE CARRIER, (Incoterms® in force), Via dell’Industria 9A, 35010 Borgoricco, Padova, Italy, and this occurs even when it has been agreed that the consignment or a part of the same is dealt with by the Seller.
5.2 Unless the Seller explicitly accepts different conditions in writing (i) the risk of loss or damage to the Products shall be transferred to the Purchaser when the Seller delivers the Products to the carrier, suitably packaged for transportation, (ii) the Seller shall not be bound to provide insurance cover for the Products sent, (iii) any provisions adopted by the Seller, on the Purchaser’s request, with carriers or shipping agents, with reference to the consignment, shall be exclusively carried out on behalf of the Purchaser and exclusively at the expense and risk of the latter; moreover (iv) the shipping agent appointed for said consignment shall be considered to be the sole party appointed by the Purchaser, to all effects.
5.3 Any complaints relative to the Products’ state of packaging, quantity, number or exterior characteristics, must be brought immediately to the attention of the carrier in the pertinent transportation documentation and then sent in good time to the Seller by registered mail, in order to avoid forfeiting his rights in merit, within seven days from receipt of the Products. Any complaints relative to defects that cannot be detected after careful checking, when the Products are received (latent defects), must in any case be brought to the attention of the Seller by means of registered mail, at the risk of forfeiting his rights in merit, within seven days from discovery of the defect and, in any case, no later than twelve months after delivery.
5.4 It is understood that any complaints or disputes shall not entitle the Purchaser from suspending or, in any case, delaying payment of the Products, subject to dispute, nor payment of other supplies.
6. Prices and payment conditions
6.1 Excepting where agreed otherwise, the prices are understood to be for unpackaged Products, FCA-FREE CARRIER -BORGORICCO, it being understood that any further expenses or charges shall be attributed to the Purchaser.
6.2 Excepting where agreed otherwise, the Seller’s list price shall be applied, less VAT, which is in force on the date on which the Agreement is executed and payment shall be required on receipt of the Seller’s invoice.
6.3 Payment must be made in compliance with the conditions contained in the order confirmation and/or invoice.
6.4 Should there be any delay in payment, the Seller shall be entitled to suspend deliveries and may, at his own discretion, terminate the agreement.
6.5 The Purchaser shall be obliged to pay the Seller default interest at the legal interest rate, increased by five percentage points, from the moment in which the payment should have fallen due, independently of being placed in default.
7. Retention of title
7.1 The Products supplied shall remain as the Seller’s property until the latter has received full payment thereof.
7.2 The Purchaser is obliged to assist the Seller in those measures that the latter wishes to adopt in order to protect his rights over the Products supplied. If and when third parties intend establishing or confirming a right over the Products, in case of point, the Purchaser must immediately inform the Seller, or be obliged to compensate the damage sustained by the latter in favour of the third parties or by the latter’s clientele due to said non compliance.
8. Warranty for defects
8.1 The Seller undertakes to remedy any defect, lack of quality or conformity found in the Products, which might be attributable to himself, that arises within twelve months from the Products’ delivery, as long as the same have been communicated in good time, in compliance with Art. 5.3 and their existence has been ascertained by the Seller himself. The transportation costs incurred by the Products that the Purchaser has declared as being defective or lacking in quality or conformity shall be charged to the Purchaser. Electrical and electronic parts and those parts of the Products that are subject, due to their nature and use, to wear and tear or deterioration shall not be included in the warranty.
8.2 Excepting cases of misrepresentation or gross negligence, the Seller, in the case of faults, lack of quality or conformity found in the Products, may choose to repair or replace the Products or reimburse the price paid for the faulty Products. It is understood that said warranty absorbs and replaces the guarantees or liabilities foreseen by law, and excludes any other liability attributable to the Seller that might arise out of the Products supplied (for example, compensation of damages, loss of earnings, recall campaigns, etc.). The Products that are replaced or repaired under warranty shall be covered by the same twelve-month warranty from the date of their replacement or repair.
8.3 No Product whatsoever may be returned by the Purchaser unless he has received the Seller’ written authorization to do so.
8.4 The Seller does not guarantee the Products’ meeting particular specifications or technical characteristics or their suitability for use and/ or particular use, except for in the measure that said characteristics have been explicitly agreed upon in the Agreement.
8.5 The Seller shall not be held liable for damages that the Purchaser, or third parties claiming against the latter, claim to have sustained from using the Products, should it be ascertained that the damages is not dependent on the Product’s quality or intrinsic characteristics, but due to the use they have been put to by the Purchaser.
8.6 The Purchaser shall forfeit the warranty if the Products are used in a way that is not in compliance with the instructions laid down by the Seller; the Purchaser shall also forfeit the warranty if he, on his own initiative, without the Seller’s authorisation and/or control in merit, disassembles, amends or tries to repair the Products.
9. Applicable law and competent court
9.1 Any matter regarding this Agreement which has not been explicitly or implicitly resolved by these General Conditions of Sale or by any specific conditions agreed upon by the contracting parties shall be governed by the United Nations Convention on the International Sale of Goods (The Vienna Convention, 1980) and for any matters not covered by said convention, by Italian Law.
9.2 Any dispute arising out of this Agreement or connected to the same or in any way related to the Products, shall be exclusively submitted to the Court of Padova; however, in exception of that which has been established foregoing hereto, the Seller is always entitled to have the dispute submitted to the competent Judge, where the Purchaser is resident.
10. Final Clauses
Any eventual partial or total invalidity of a clause contained in these General Conditions of Sale shall not lead to the invalidity of the entire clause or the General Conditions of Sale themselves.