The execution of orders is subject to acceptance of these general conditions of sale, which form integral part of the agreements reached between the parties, insofar as they are recalled therein. The order shall be considered in all respects as a contractual proposal from the Purchaser who, by signing these general conditions, renounces his own general conditions of purchase either individually considered or altogether.
The order shall be definitely binding upon the Purchaser. It will instead be considered final for the Seller only if expressly accepted by him in writing, except for the delivery terms, which shall be only indicative.
However, the Seller retains the right, even after confirmation, to cancel the execution of the supply within five days of acceptance.
The minimum amount of an order shall be Euros 1,000.00; in the event of orders for lower amounts accepted by the Seller, the extra costs for execution of the order, the expenses for handling and packing, as well as the transportation costs shall be borne exclusively by the Purchaser.
In the event of difficulties in the procurement of raw materials or in finding the necessary workforce, the Seller may notify the Purchaser. In this case, for the purposes of the commencement of the payment and collection obligations, the order will be considered fulfilled, unless otherwise agreed between the Seller and the Buyer, when the Seller has produced a quantity of goods at least equal to 75% of the order’s countervalue, without prejudice to the Seller’s commitment to complete the order and that of the Buyer to pay the balance of the agreed price.
If not otherwise explicitly stated, the delivery terms shall be considered indicative and not essential, therefore they will not be binding upon the Seller. Any changes required by the Purchaser during production will release the Seller from complying with the agreed term.
The delivery terms, calculated in working days, start from when the specifications agreed between the parties are finalized and the Seller can start production of the supply.
The Seller shall notify the Purchaser the loading date for acceptance.
In case of Ex Works, FCA or FOB terms, the Purchaser will arrange transport in accordance with the date. In case of delay of more than three days in loading, the Seller could charge the Purchaser with late fees, amounting to 0,3% of the load value for orders up to € 20,000.00, excluding VAT, and equal to 0.5% for orders over € 20,000.00 excluding VAT; the penalty will be applied for each day of storage.
If the delay in loading lasts for more than twenty days, and a balance remains in the consideration for the supply, the Seller will have the right to consider the Buyer forfeited the benefit of the term, and to demand immediate payment of the full balance. If the consideration has been paid in its entirety in advance, after thirty days of delay in loading the Seller may communicate the termination of the contract, and will have the right to dispose of the goods, without any further obligation to keep them available to the Buyer.
In the event that the Purchaser is not up-to-date with his payments, the delivery terms will be deemed automatically postponed and they will resume their normal course at time of payment of the outstanding amount. This means that in such event the Purchaser shall not be entitled to claim the delivery within the terms set forth in the original order. On the occurrence of force majeure beyond the control of the Seller, including but not limited to, strikes of any kind, natural events or disasters, shortage or lack of raw materials, faulty production plants of the Seller, government measures or from any other body, new tax duties or of other kind which may limit or delay the provision of raw materials or worsen the agreed conditions, and other obstacles beyond the control of the Seller which may make the delivery temporarily impossible or too expensive, the delivery term will be extended for a period equal to the duration of the above event.
In this case the Seller, having become aware of the obstacle, will notify the Purchaser the existence thereof within a reasonable time and, where not implied in the type of obstacle, its probable effects on the delivery obligation. However, the Seller will not be bound to pay any compensation for any direct or indirect damage due to delivery delays. Title to the goods shall remain vested in the Seller and shall not pass to the Purchaser until the concerned price for the goods has been paid in full and received by the Seller. Until title to the goods passes to the Purchaser, the Seller shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods; the Purchaser shall store the goods separately from goods belonging to third parties or to him/her, or mark the goods in a manner reasonably satisfactory to the Seller indicating that title to the goods remains vested in the Seller. The Purchaser shall allow the Seller full access to the Purchaser’s premises, with ten days notice, in order to verify that the obligations are being complied with.
Irrespective of whether title to the goods remains vested in the Seller, the risk in the goods shall pass to the Purchaser upon delivery.
Any information or data on the characteristics and/or specifications of the Products contained in brochures, price lists, catalogues or similar documents will be binding only to the extent that they have been explicitly mentioned in the Agreement.
The Seller reserves the right to may make the changes to Products which will appear to be necessary or appropriate, without altering their essential characteristics.
Prices
Unless otherwise indicated, the prices set in the order are for goods delivered Ex Works, VAT excluded.
Unless otherwise agreed, the duties concerning the supply (subsequent and supplementary performances, VAT, registration fees and in general all the costs relating to the sale) shall be borne by the Purchaser.
The delivery of goods shall be deemed occurred with the handover to the carrier.
It is always the Purchaser’s onus to assert his rights against the carrier, with copy to the Seller, in case of shortage, failure, delays, etc.
On arrival, the goods shall be verified and checked for conformity to the order. Any differences concerning quantity, kind or type of supplied goods, or any detectable defects in material or workmanship shall be always notified in writing, also by fax, within a maximum term of 5 days from receipt of the goods, providing all the details for an immediate inspection. Elapsed the term of 5 days the goods will be deemed accepted to all intents.
With regard to complaints concerning possible detectable defects in materials or workmanship, the order cannot be withdrawn; the Seller, after a proper check, will replace the products if faulty or defective, unless otherwise decided, due to objective causes of impossibility to change the goods.
Any claims relating to defects not detectable through an accurate examination at time of receipt (hidden defects) shall be notified to the Seller, under penalty of forfeiture, within 8 days of the date of discovery of the defect, at the latest within 150 days from the receipt of the goods. The complaint shall clearly specify the detected defect and the products to which it relates.
Any return of goods must be authorized in advance in writing and accompanied by the customer’s notification making reference to the invoice or delivery note, without prejudice to examination of the goods upon arrival at the factory. The purchaser shall pack perfectly the defective goods whose return has been authorized. As a rule, the return will be made DDP Seller’s factory and will be exclusively borne by the purchaser, except otherwise agreed by the parties.
Any changes made to the sold goods by the purchaser will exclude the right of disputes or complaints concerning discrepancies or defects of the supplied goods. Any disputes concerning an individual delivery will not release the purchaser from the obligation to collect the remainder of goods included in the order.
The Seller retains the right, according to his indisputable judgment with regard to cost effectiveness, not to collect the goods in dispute and will inform the purchaser in writing thereof; should the Seller exercise that right, the Purchaser may dispose of the goods at his care and expenses or reuse them; however, in case of goods having structural defects, their reuse is not allowed if the defect might lead to a risk of damages to people or properties and the liability, under the law, falls on the Seller.
The payment terms will be clearly specified in the order confirmation thus being finally accepted in fact.
In the event of delay in payment with respect to the agreed date, the Purchaser could be asked to pay interests on late payment equal to the interest rate of the main refinancing instrument of the European Central Bank, plus 7 (seven) percentage points, in accordance with article 4 Decreto Legislativo (Legislative Decree) no. 231 of 9 October 2002.
In case of payment by bank transfer or swift, the amount received shall not have suffered any curtailment by the bank of the Purchaser; if the amounts received were reduced for costs and/or fees charged to Seller, the payments will be considered partial.
In case of cross-border payments the Purchaser shall make any payments by applying the “shared” clause, i.e. costs of the originator’s bank borne by the originator, costs of the beneficiary’s bank borne by the beneficiary.
No sums can be unilaterally retained from payment even in presence of a dispute; possible offsets on current payments will be allowed only subject to prior authorization from the Seller.
In the event that the Seller grants discounts due to short-term payments, the right to said discounts will lapse in case the payment is not made within the deadline.
In the event of non compliance, also in part, with any special and/or general conditions set for the sale, as well as in case of ascertained difficulty in payments or in case of subsequent lack or reduction of the guarantees of solvency of the Purchaser or, more generally, his economic standing, the Seller will be entitled, at his own unquestionable discretion to suspend or cancel the current order.
The Purchaser is strictly prohibited from reproducing entirely and/or partially the models purchased or in vision. He is also strictly prohibited from disclosing information, which may enable the reproduction of such models. As for the supplied products, the Seller retains the right to make any changes deemed appropriate or necessary, without the Purchaser being entitled to raise objections or to terminate the agreement or claim any compensation.
The Buyer declares to have read and to be aware of the Organization Management and Control Model of Volpato Industrie S.p.A. drawn up pursuant to Legislative Decree n. 231/01 on the administrative offense of the legal person dependent on a crime committed by directors, employees and / or collaborators and the related Code of Ethics by fully accepting all the terms and conditions that he declares to be well aware of.
To this reference, the Organization, Management and Control Model and the Volpato Industrie S.p.A. Code of Ethics. are made available on the website www.volpatoindustrie.it. The Buyer undertakes to fulfill its obligations under the contract in compliance with the provisions of Legislative Decree n. 231/01.
Failure by the Purchaser to comply with any of the provisions of the aforementioned legislative decree will result in a serious breach of the obligations under this contract and will legitimize Volpato Industrie S.p.A. to resolve the same with immediate effect, pursuant to and for the purposes of art. 1456 of the Civil Code, without prejudice to compensation for damage caused to the company itself such as, by way of example and not limited to, those resulting from the application of the sanctions provided for by Legislative Decree n. 231/01.
The agreement between the Purchaser and the Seller will be governed by and construed in accordance with the laws of Italy.
The parties agree to refer to the law provisions in force as far as not expressly agreed.
All disputes arising out of the agreement, or relating to these general conditions, shall be subject to the exclusive jurisdiction of the courts in Treviso, Italy.
By accepting these general conditions the Purchaser renounces his own possible general conditions of purchase both individually considered and altogether.
the Purchaser states to expressly approve the following general conditions:
Proposal and acceptance.
Delivery- Retention of title.
Characteristics of products
Delivery and shipping. Complaints
Warranty for defects.
Terms and method of payments
Suspension or cancellation of an order
Applicable law. Jurisdiction