General Conditions of Sale of Cramaro Tarpaulin Systems S.r.l.
The present General Conditions of Sale (the “General Conditions”), together with the specific conditions indicated in the Order Confirmation, regulate all sales of products between Cramaro Tarpaulin Systems S.r.l. a socio unico (the “Seller”) and any buyer (the “Client”; Seller and Client are jointly referred to as the “Parties”). The General Conditions will prevail over any other different or contradictory conditions of purchase of the Client or any different or contradictory clause inserted in any standard document used by the Client. The conditions indicated in the Order Confirmation will prevail over the General Conditions.
1. PRODUCTS AND PRICES
1.1 Unless otherwise provided in the Order Confirmation, these General Conditions regulate the sales of any product from the Seller to the Client (the “Products”).
1.2 Any catalogue or price list of the Seller will not constitute a formal offer by the Seller who will be free to modify the Products indicated in the catalogues or price lists without notice at any time.
1.3 Save any other written agreement between the Parties or any other provision contained in the Order Confirmation, the Products will have the prices indicated in the Seller’s official price list applicable from time to time when the Order Confirmation is issued (the “Prices”).
1.4 Prices do not include transport, dispatch or packaging costs of the Products and any other cost not specifically indicated in the Order Confirmation. These costs will be borne directly by the Client.
2. ORDER AND ORDER CONFIRMATION
2.1 Every Client’s order (the “Order”) has to be sent to the Seller in writing by e-mail or fax and will be considered firm and binding for the Client for 30 (thirty) days from receipt by the Seller.
2.2 Orders will be considered binding for the Seller only upon receipt by the Client of an order confirmation issued by the Seller in writing by e-mail or fax (the “Order Confirmation”).
2.3 If the Order Confirmation contains modifications of any term and condition contained in the Order, the modifications will be considered accepted after 2 (two) working days from the receipt by the Client of the Order Confirmation, unless the Client rejects the Order Confirmation in writing by e-mail or fax.
3. PAYMENT CONDITIONS
3.1 The payment conditions will be indicated in the Order Confirmation and they will include the invoicing procedure, the term of payment and the bank account of the Seller to which the Price must be paid. In case the Order Confirmation do not specify the term of payment, the Products shall be paid in advance and the Seller will ship the Products only upon receipt of the payment.
4. NON-PAYMENT OR DELAYED PAYMENT
4.1 If the payment of the Price is totally or partially delayed:
(a) the Client will pay the Seller interests on the amount invoiced and overdue at the interest rate provided by the Italian Legislative Decree n. 231/2002;
(b) in case the payment has to be made before delivery, the relevant delivery term will be automatically suspended until the complete and correct payment is credited to the bank account indicated by the Seller;
(c) the Seller will be authorized, at its own discretion, to (i) terminate the relevant contract and (ii) suspend any other pending delivery to the same Client.
5. RETENTION OF TITLE
5.1 The Products will remain the property of the Seller until the Price has been fully paid by the Client or, in case of payment by bills or cheques, until their successful and complete collection. Nevertheless, the Parties agree that all risks of loss or damages to the Products for any reason whatsoever will pass to the Client upon shipment, as defined in Article 6 below.
5.2 The Client will have to fulfill, at his own expense, all the acts and formalities required by any applicable law to make the Seller’s property right enforceable towards third parties.
5.3 The Client shall inform the Seller within 24 hours of any enforcement or precautionary acts or proceedings started by third parties and having the Products as object. In this case the Client will still be responsible towards the Seller for all costs, expenses or damages borne by the Seller due to such acts or proceedings.
6.1 Delivery of the Products will be Ex Works, (ICC Incoterms 2020) Cologna Veneta, VR, Italy. The Client shall nominate a carrier or forwarding agent and the Products shall be collected by the term indicated in the Order Confirmation or communicated by the Seller. If the Client, by means of the nominated carrier or forwarding agent, does not timely collect the Products ready for delivery, within this term, the Client shall pay the Seller, as compensation for the storage in the Seller’s warehouse, a monthly fee equal to 5% of the Price of the Products purchased indicated in the invoice and calculated for each fraction of month of storage.
6.2 The delivery term will be automatically suspended in the case provided by letter (b) of clause 4.1 above.
6.3 If the delivery date cannot be respected by the Seller, the latter should inform the Client in a written form. This will not affect the other terms agreed between the Client and the Seller and the Client shall not be entitled to cancel the Order, reject the goods or claim for compensation.
7.1 The Seller is not giving herewith any warranty on the Products other than the standard warranty provided by art. 1490 of the Italian Civil Code, with the following specifications and limitations. No other warranty, whether express or implied, is given with regard to the Products. The warranty period shall be 12 months for all the Products unless otherwise agreed in writing. The warranty period shall commence on the delivery date.
7.2 The warranty covers the defective parts only. The warranty shall not be effective with regard to defects of the Products due to (i) damages occurred during transportation if not notified to the carrier upon delivery by signing the delivery document conditionally (unchecked); (ii) misuse, abuse or negligent use of the Products; (iii) non-compliance with Cramaro’s instructions related to the functioning, maintenance and conservation of the Products; (iv) reparations or modifications to the Products not authorized by the Seller and made by the Client or by third parties; (v) normal wear and tear; (vi) improper assembly; (vii) improper maintenance; (viii) installation of parts or accessories not originally intended for, or not compatible with the Products.
7.3 The Seller shall not be responsible for any damages deriving from or connected to the defects of the Products. In any case, Seller shall not be deemed responsible for indirect or consequential damages of any nature such as, for example, losses deriving from inactivity of the Client or loss of profits. In any case, the right to compensation for damages of the Client shall be limited to a maximum amount equal to the value of the Products with defects or faults.
7.4 The Client shall verify the Products at time of receipt. The goods will be considered accepted by the Client after 8 days of delivery.
7.5 In any event, the Client shall not be entitled to warranty if the Price of the Products has not been paid according to the applicable terms and conditions, even in case the missing or incorrect payment refers to Products other than the allegedly defective Products but inserted in the same order.
7.6 Warranty Procedure:
- Any warranty claim is to be communicated to Seller using Seller’s own “Request For Replacement Form”;
- The defective part shall be promptly returned by the Client in order to be inspected in Seller’s premises for a complete evaluation by Seller’s technicians;
- Should the part be considered defective, the Seller will issue a credit note in favour of the Client and the warranty for such part will be confirmed.
7.7 The Seller does not warrant compliance of the Products to the law and regulations applicable in extra-European Union countries.
8. NON-DISCLOSURE CLAUSE
8.1 All information, drawings, models, prices and other technical and commercial data and information supplied by the Seller to the Client may not be lend, passed or sold to a third person under any circumstance.
9. CHANGES IN CLIENT’S FINANCIAL SITUATION
9.1 The Seller shall have the right to suspend the performance of the obligations related to the sale of the Products, according to article 1461 of the Italian Civil Code, in case the financial conditions of the Client become such as to seriously endanger the performance of payments by the Client, unless proper warranty is given.
10. ABSENCE OF WAIVER
10.1 The circumstance that either Party does not assert its rights recognized by these General Conditions or by the sale contracts regulated by the same, cannot be considered as a waiver of such rights and it cannot prevent the Party from requesting the other party to fully perform and comply with its obligations.
11. APPLICABLE LAW AND PLACE OF JURISDICTION
11.1 The sales regulated by these General Conditions are governed and construed according to Italian law, with explicit exclusion of the application of the Vienna Convention on International Sales Contracts of Goods.
11.2 Any and all disputes arising out of or in connection with the sales regulated by these General Conditions shall be submitted to the exclusive jurisdiction of the courts of Italy and the exclusive competence of the Tribunal of Verona.
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The Client has read and understood the foregoing General Conditions of Sale and accepts them, with particular regard to articles 2. (Order and Order Confirmation); 4. (Non-Payment or Delayed Payment); 5. (Retention of Title); 6. (Delivery); 7. (Warranty) and 11. (Applicable Law and Place of Jurisdiction).