Art. 1 Scope
These Terms and Conditions govern all supply relationships between the parties. Even in the case of waivers agreed in writing, these terms shall remain valid for the parties not expressly waived. Any general purchase conditions drawn up by the Buyer will not apply in the relations between the parties, unless expressly accepted in writing by Italtecnica S.r.l., and do not invalidate, in any case, the effectiveness of these Terms and conditions, to which they must conform.
Art. 2 Conclusion of the agreement
Buyer's acceptance of the offer or the confirmation of the purchase order by Italtecnica S.r.l., in any form whatsoever, entails the application of these terms and conditions of sale. The offers submitted by agents, representatives and sales assistants of Italtecnica S.r.l. are not binding for the latter until they are confirmed in writing by Italtecnica S.r.l. Sales quotes submitted by Italtecnica S.r.l. have a validity period that is expressly indicated in the same and are limited to the complete supply of the goods specified therein. After that period, the sales offer will no longer have any validity.
Art. 3 Technical data and documents pertaining to the supply
The weights, the sizes, the prices, the colours and other data relating to the products supplied and indicated in catalogues and price lists, circulars or other illustrative documents, drawn up by Italtecnica S.r.l., as well as features of samples, are merely indicative and have no binding nature, except in cases in which the same are referred to as such in the sales offer or in the purchase order confirmation.
Nevertheless, Italtecnica S.r.l. reserves the right to change the design details of its products at any time, in order to improve the performance thereof, informing the Buyer beforehand in the case of significant changes (e.g. changes that involve: the installation procedure, the characteristics of interchangeability of the products etc.).
Art. 4 Prices – Payments
Product prices refer to the price list in force at the time of acceptance of the sales offer by the Buyer or the issuance of the purchase order confirmation by Italtecnica S.r.l..
Italtecnica S.r.l. reserves the right to change the price list in force at any time, sending a written notice to the Buyer, in the event of an increase in the cost of raw materials, labour or any other relevant factor which results in an increase in production costs. Product prices are always Free Carrier (FCA Incoterms 2010), unless otherwise agreed in writing between the parties.
Payments shall be made in accordance with the relevant provisions contained in the sales offer or the purchase order confirmation. Payments and any other amount due to Italtecnica S.r.l. for any reason whatsoever must be addressed to the same. Any payments made to agents, representatives or sales assistants of Italtecnica S.r.l. shall not be deemed valid and, therefore, do not release the purchaser from its obligation, until the due amounts are received by the same.
Payments shall be made in euros, unless otherwise agreed.
Prices expressed in currencies other than Euro could vary in relation to changes in the exchange rate.
Any late or irregular payment grants Italtecnica S.r.l. the right to:
a) suspend the ongoing supply, even if the same is not related to the payment in question;
b) vary the terms of payment and discount for subsequent deliveries, including requests for down prepayment or issuance of further guarantees;
c) ask for, as from the payment due date and without default notice, the default interest on the amount still due, to the extent of the rate provided by the law currently in force for commercials transactions (particularly the Law Decree 231/2002 and subsequent amendments), unless Italtecnica S.r.l. has the right to claim for reimbursement of the greater damage suffered.
Furthermore, in the above cases, any amount due for any reason whatsoever to Italtecnica S.r.l. becomes due immediately. The Buyer must pay in full the products even if there are exceptions, disputes or controversies that will be defined only after the payment of the amount due. The Buyer waives beforehand to request compensation from Italtecnica S.r.l. with any credits, regardless of their origin.
Art. 5 Right of Ownership
The products delivered shall remain the property of Italtecnica S.r.l. until full payment.
Art. 6 Delivery
Unless otherwise agreed, the delivery of the products shall be Free Carrier (FCA Incoterms 2010) and therefore the risks relating to the supply shall fall under the responsibility of the Buyer at the time when the products are delivered to the carrier. The delivery terms are purely indicative and are calculated in working days. Therefore, Italtecnica S.r.l. shall not be liable for any damage resulting from early or late delivery, either wholly or in part.
If the Buyer is not in good standing with regard to the payments relating to other supplies, the effective date of delivery is suspended and Italtecnica S.r.l. shall postpone the deliveries until the Buyer completes the payment of the amounts owed.
The tolerances of use are acknowledged by the Buyer to Italtecnica S.r.l. on the quantities delivered.
If, for reasons not attributable to Italtecnica S.r.l., the Buyer or the carrier, designated by the latter, fails to deliver the products, Italtecnica S.r.l. may store the products, informing the Buyer in writing beforehand, and charge the latter every storage cost involved.
Art. 7 Justifiable delays
Italtecnica S.r.l. shall not be liable for failure to comply with its contractual obligations to the extent that such failure is derived directly or indirectly from: a) causes that are not attributable to it and/or acts of force majeure;
b) actions (or omissions) of the Buyer, including failure to transmit to Italtecnica S.r.l. information and approvals needed to proceed with the work and the subsequent supply of the products;
c) Buyer’s failure to meet the terms of payment;
d) inability to obtain materials, components or services necessary for the execution of the work and delivery of the products.
In the event that any of the above situations occur, Italtecnica S.r.l. shall communicate it to the Buyer, along with the quantification of the possible delay and the new delivery date. If the delay of Italtecnica S.r.l. is caused by acts or omissions of the Buyer, or by specific works of other contractors or suppliers of the Buyer, Italtecnica S.r.l. will also have the right to a fair review of the price.
Art. 8 technical standards and liability
The products made by Italtecnica S.r.l. shall comply with the essential requirements of the European Directive; therefore the Buyer is responsible for checking if there are any differences between the regulations in force in Italy and those of the country of destination of the products, holding Italtecnica S.r.l harmless.
Italtecnica S.r.l. guarantees the performance of the products manufactured solely and exclusively if the same are used according to the stated and intended uses, purposes, applications, etc..
Any modification required by the customer, mainly referred to the marking of the products, is under its own responsibility in relation to compliance with the products applicable standards.
Art. 9 Patents
Italtecnica S.r.l. agrees to indemnify and release the Buyer from any liability arising from any legitimate claim by third parties relating to counterfeiting or breach of industrial property rights for the products supplied by Italtecnica S.r.l. In case of claims raised by third parties, the Buyer shall promptly notify Italtecnica S.r.l. and transmit any information and assistance useful to dispute the claim.
The above shall not apply to products manufactured according to designs, drawings, instructions and/or technical specifications provided by the Buyer, for whom Italtecnica S.r.l. assumes no responsibility for any breach of industrial property rights by third parties, of which the Buyer shall be solely responsible.
Art. 10 Warranty
Italtecnica S.r.l. warrants that the goods supplied conform to the quality and the type defined in the commercial negotiations and that they are free from any defects that could make them unsuitable for the use for which they were expressly intended.
Unless otherwise agreed in writing, the warranty lasts for 24 months from the date of manufacture or from the date of purchase, if the latter is verifiable.
The above warranty is effective if the products are properly stored and used in accordance with the instructions contained in the Product catalogue and the technical data sheets provided by Italtecnica S.r.l., and if they are not repaired, modified or altered without the prior written permission of Italtecnica S.r.l., and if the defects are not caused by chemical or electrical agents. The buyer must check the conformity of the products and the absence of defects within 10 days from the date of delivery of the goods, and in any case before using the same. The Buyer must report any obvious defects in writing not later than 10 days after delivery of the products, while the complaint against hidden and/or operating defects (detectable only after using of the product) must be made within 10 days of the discovery of the defect.
Complaints must be submitted in writing to Italtecnica S.r.l. according to the instructions and in the manner provided by the same, indicating in detail the defects or nonconformities noticed. Italtecnica S.r.l. reserves the right to acknowledge the direct management of the claim after verification of purchase of the product by the Buyer from Italtecnica S.r.l. or an authorized dealer. The Buyer loses the warranty rights if it does not allow Italtecnica S.r.l. to carry out any reasonable checks required or fails to return the defective products within 10 days of the relative request. Following the Buyer's regular complaint, Italtecnica S.r.l. can decide to: a) repair the defective products; b) supply, free of charge, to the premises of the Buyer (DAP Incoterms 2010) products of the same type and quantity of those defective; c) issue a credit note in favour of the Buyer for a sum equal to the amount indicated on the invoice of the returned products. In the above cases, Italtecnica S.r.l may demand the Buyer to return the defective products, which will become the property of Italtecnica S.r.l.. Unless otherwise agreed between the parties, it is understood that all costs relating to the interventions made by the technical support of Italtecnica S.r.l. shall be borne by the same.
In the event of defects on the products that are not attributable to Italtecnica S.r.l., the cost of repair and replacement of the products will be charged and invoiced to the Buyer.
Art. 11 Governing law and Court of competent jurisdiction
These terms and conditions and the relative supply agreements shall be governed by the Italian law.
For all disputes arising out of or in anyway connected to the agreements covered by these Terms and conditions, the sole Court of competent jurisdiction shall be the Court of Padua.