ART. 1- FIELD OF APPLICATION
1.1 These General Supply Conditions (hereinafter also referred to as “GSC”), apply to all sales contracts stipulated by Italynnova S.r.l. (hereinafter referred to as “Seller”), with its customers (hereinafter referred to as “Buyer”), for the supply of goods and / or services as better described in the purchase orders issued between the parties. The GSC will prevail over any other document, proposal or offer presented and / or attached by the Buyer in any email communication or purchase order. The Buyer agrees to be bound by, and to comply with, all the terms set forth in these GSC, including any modification, supplement, specification or other document referred to in these GSC or other documents related thereto.
1.2 Offers become effectively binding only if confirmed in writing by the Seller.
1.3 The documents and data relating to the offer, as well as the data relating to the quality and technical functional characteristics of the products and / or services supplied, are not intended as a promise or guarantee of performance of the products.
1.4 Any discrepancies between what is supplied and any further information provided by the Buyer will be permitted only if they fall within the provisions of the technical standards applicable to the case in question and if previously confirmed in writing by the Seller.
ART. 2 – OBJECT OF THE CONTRACT
2.1 The supplies include only the products specified in the order confirmation issued by the Seller.
2.2 For the supply of so-called products “customized” (personalized) the return of the same is neither expected nor accepted.
2.3 Supply orders are governed by these GSC. Any further special conditions will be applicable only if provided for in the order confirmation issued by the Seller, except for exceptions or additional conditions resulting from further written agreements between the parties.
2.4 Any behavior that does not comply with these GSC by one of the parties (even if repeated), will not affect the right of the other party to demand, at any time, the application of the provisions of the GSC themselves.
ART. 3 – CONCLUSION OF THE CONTRACT
3.1 The supply contract will be considered finalized only following the issuance by the Seller of the relative order confirmation.
3.2 In any case, the order must be sent by the Buyer to the Seller by email to the email address indicated below: email@example.com; the receipt of the order is considered as an irrevocable purchase proposal by the Buyer.
3.3 The Seller, having verified the conditions contained in the purchase order and their compliance with these GSC, will have a maximum time of 10 days from receipt of the same to accept it. Acceptance is considered completed by sending the Buyer the order confirmation duly signed by the Seller referred to in point 2.1 above.
ART. 4 – PRICES OF SUPPLIES
4.1 The prices for the supply of goods and / or services (to be understood net of taxes, duties, charges or other services not expressly indicated in the offer), and the relative terms of payment applicable to the single supply will be those indicated in the confirmation of order issued by the Seller. However, unless otherwise communicated in writing by the seller to the buyer, prices are to be considered Ex-Works location Italynnova (EXW according to Incoterms 2023).
4.2 The costs for packaging are to be considered included in the prices indicated in the order confirmation, unless otherwise agreed in writing from time to time between the parties.
4.3 The Seller reserves the right to adjust the prices indicated in the order confirmation if in the period between the issue of the offer and the completion of the contract as established in Art. 2 above, changes have arisen to the main cost items such as, by way of example but not limited to, labor, raw materials, etc.
4.4 Any costs incurred for customization activities carried out on request and in the name and on behalf of the Buyer (by way of example but not limited to: printing of films, decals, manuals, advertising brochures, prints, etc.) will be invoiced by the Seller at the same time upon the issuance of the first order subsequent to the one to which the aforementioned expenses refer, and the related material will be stored in the Seller’s warehouses until the order is completed by the Buyer.
4.5 Any further changes requested on the products already subject to customization referred to in point 4.4 above, or failure to collect them will result in the Buyer being charged for the purchase cost of all the relative warehouse stocks relating to the orders not withdrawn, as well as any costs of storage, logistics and / or disposal of the goods.
4.6 In case of suspension / interruption of the order and / or early termination of the contract for any reason and / or motive, the costs for the finished products or products in progress already confirmed by the Buyer, in addition to those of supply, will be charged to the latter in full.
ART. 5 – METHOD OF PAYMENT AND RETENTION OF OWNERSHIP
5.1 The terms of payment will be those specified in the order confirmation, without deduction of discounts, taxes, expenses, rights, duties, taxes or similar.
5.2 It is possible that the Seller may make partial deliveries.
5.3 For no reason, title or cause, not even in the event of delays in the delivery of materials or disputes of any kind, the Buyer may defer payments beyond the agreed deadlines.
5.4 The Buyer’s credits contested by the Seller, or not legally approved, do not entitle the Buyer to withhold payments or to compensate.
5.5 In the event of late payments, interest on arrears will be calculated at the current interest rate pursuant to Legislative Decree 231/2002, without however entailing any right to defer payments by the Buyer.
5.6 The Seller will remain the owner of all the products ordered until the last payment amount contractually provided for is received.
ART. 6 – CONTRACTUAL CLAUSES RELATING TO PAYMENTS
6.1 The Seller’s invoices that are not contested by the Buyer by email, registered letter with return receipt or CEM within 8 days of their receipt are considered fully accepted.
6.2 Any delays in the payment of invoices or installments agreed by the Buyer, even if they refer to partially fulfilled orders or split deliveries, entail the Seller’s right to cancel the order and suspend subsequent deliveries, without prejudice to the right to compensation for greater damage.
6.3 In the event that the payment of an advance at the time of the order has been agreed in the payment conditions, or if partial balances have been provided for split deliveries, the Seller has the right not to initiate the execution of the contract, as well as to suspend the execution of supplies already in progress with the Buyer, until the agreed advance payment or the balance of the individual agreed installments is received.
6.4 If the Buyer, due to a change in its financial conditions, is unable to ensure the fulfillment of the commitments undertaken through the conclusion of individual orders, and / or in the case of insolvency proceedings or the sale or liquidation of the company , the Seller may suspend the execution of the supply without notice pursuant to and for the purposes of art. 1461 Cod. Civ., Without prejudice to one’s rights, or to withdraw from the contract by means of a simple written communication to the Buyer.
6.5 The right of the Seller to compensation for damage is reserved in any case.
ART. 7 – DELIVERY AND AVAILABILITY OF SUPPLIES
7.1 No responsibility can be attributed to the Seller for any delays in deliveries due to events caused by unforeseeable circumstances, force majeure, or any other event and / or circumstance beyond its legitimate control.
In these cases, the delivery deadline may be extended or otherwise revised by mutual agreement between the parties, having regard to the residual interest in the supply.
7.2 The Seller, unless otherwise agreed in writing between the parties, has the right to make partial supplies.
7.3 The Buyer is required to pay compensation for damages deriving from any delays in collecting the supplies from the Seller’s warehouses, or in any other place agreed between the parties for collection, if this delay is greater than 5 working days from receipt of the notice to collect the goods ready.
The supply preparation period is established by the Seller when confirming the order: the calculation of this period will be counted in working days and should be understood as an indicative term and in any case not peremptory. It starts from the day of completion of the agreement on every detail of the supply contract, or, if the payment of an installment has been agreed on the order, from the payment itself.
7.5 The Seller has the right to reschedule the delivery date of the supply if the Buyer fails to fulfill its contractual obligations, and in particular if the Buyer:
- does not respect the payment terms agreed and indicated in the order confirmation;
- does not send in time the data necessary for the execution of the supply;
- does not approve the drawings and executive schemes proposed by the Seller;
- does not provide any material within its competence in good time;
- requests changes to the supply during construction.
The occurrence of difficulties independent of the will and diligence of the Seller, including delays of any sub-suppliers involved in the supply, will also be considered a cause for the rescheduling of deliveries.
7.6 If, upon written agreement between the parties, the Seller undertakes to keep in its warehouses a quantity of goods available to be immediately supplied to the Buyer, in the event of suspension / interruption of the order and / or early termination of the contract for any reason, the Buyer undertakes to purchase all the agreed available quantity; in the case of goods in stock that have not been collected, the Seller will proceed with the relative invoicing.
ART. 8 – SHIPPING AND TRANSPORT
8.1 The goods must be shipped with suitable packaging to guarantee delivery in perfect conditions of use.
8.2 The party in charge of carrying out transportation, according to Art. 4, will bear the costs and charges related to the same, in accordance with the terms and conditions described in the order confirmation and set forth in the transport document, and will take out an appropriate insurance guarantee, until final delivery at the agreed place of destination. The goods delivered in any case must be accompanied by a transport document indicating the order number and the description of the goods, as per order confirmation. Any specific requests concerning the shipment, transport and insurance of the goods must be promptly communicated to the party responsible for carrying out the transport and be approved in writing.
8.3 The Buyer is required to carry out the appropriate checks on the products received no later than 8 calendar days from their receipt and, in case of damage and / or shortages, before making the release, he is required to make a complaint to the carrier; otherwise the supply is considered fully approved.
8.4 Even if the price agreed for the supply includes transport costs, the Buyer will be responsible for any extraordinary expenses due to interruptions in transport services, stops due to the encumbrance of stations, increases in transport rates compared to those initially foreseen, use of means or rates that are in any case more expensive.
ART. 9 – WARRANTY
9.1 The Seller guarantees its products for a period of 12 months from the date of issue of the invoice, undertaking, for the duration of said period, to replace or repair the defective parts, provided that the defect is due to a defect in materials, or manufacture and provided that the Seller is notified by email, registered letter or CEM within the peremptory term of 8 days from discovery. The Seller’s warranty is limited only to the aforementioned defects, which can be eliminated at its discretion, by replacing the product or repairing the defective component. Any right of the Buyer in terms of reimbursement of damages, conversion of the purchase or reduction of the price is preventively and expressly excluded.
9.2 In the event of any intervention during the warranty period, the defective parts must be returned and returned ex warehouse of the Seller.
9.3 Unless otherwise specified by the Buyer, the supplies are intended to comply with the requirements and legislation in force at the Seller’s headquarters.
9.4 The warranty does not operate and cannot be invoked if the Buyer:
- makes changes to the products without the Seller’s authorization;
- performs or has operations performed by personnel not previously authorized by the Seller;
- fails to settle payments within the established terms;
- uses the supply without observing the instructions for use.
9.5 The guarantee does not operate and is not invocable, moreover, if any systems, devices or machinery of the Buyer with which the Seller’s product is intended to be integrated are not made as a work of art, causing damage / breakage of the supplied product , or determine, partially or totally, its incorrect functioning according to the indications provided by the Seller or according to the practices and / or regulations in force.
9.6 Any damage attributable to force majeure and / or unforeseeable circumstances or other events not foreseeable by the parties are excluded from the warranty and the Seller’s liability.
9.7 The warranty does not cover: wear or cosmetic damage, damage incurred during transport, failures caused by products not supplied by the manufacturer, failures following an accident, negligence, abuse, neglect of use, mistreatment, alteration, installation, maintenance and operations incorrect or improper or in contradiction with the technical and / or safety measures required in the country where the appliance is used, repairs or attempts at repairs carried out by unauthorized personnel, or use in violation of the instructions provided by the manufacturer, configuration adjustments , supercharges, modifications or rental use of the product.
9.8 Parts which by their nature and method of use are subject to continuous and / or rapid wear are excluded from the Warranty, such as: aesthetic parts subject to abrasion or washing with unsuitable products, consumables, batteries, gaskets, etc.
9.9 The above warranties are not valid for equipment on which the serial number or other identification label has been removed, altered, damaged, soiled or made illegible.
ART. 10 – INSTALLATION
10.1 The installation of the products is the sole responsibility of the Buyer.
10.2 By installation we mean the installation of the purchased product on a site of the Buyer prepared to receive it; any adaptations, modifications, arrangements that may be necessary to make the integration of the Buyer’s site compatible with the Seller’s products will be made at the Buyer’s exclusive expense and care, unless otherwise expressly specified in the order confirmation.
ART. 11 – BUYER’S OBLIGATIONS
11.1 The Buyer undertakes to:
- promptly notify the Seller in writing of the need for assistance or corrective interventions, explicitly and clearly indicating the claimed defect;
- use the products in compliance with the Seller’s rules and instructions and / or the law, in any case according to the original intended use;
- pay the agreed fees within the agreed terms.
accidents to things, animals and people resulting from the use of the products supplied and the failure to comply with the obligations assumed towards the Seller or the failure to comply with the prescriptions indicated in the User Manual concerning, in particular, the warnings on safety, installation, use and maintenance of the product.
ART. 12 – LIABILITY
1 2.1 The Seller guarantees that each product sold is free from defects that do not make it suitable for the use for which it is intended, or that significantly reduce its value and / or performance.
12.2 The Seller’s liability is limited only to the products supplied by it; he cannot and must not be held responsible for any product in which the products are possibly integrated and / or incorporated, nor for the production deriving from it. The Buyer expressly exempts the Seller from any liability for any direct and indirect damage, including loss of profit, production and profit, and from any liability for injuries to things and / or people resulting from improper use of the products supplied or from non-use of the same.
12.3 In no case may the Seller’s liability for damages exceed the price of the supply paid by the Buyer.
12.4 The information that the Buyer could find through photographs, catalogs or other documents (ie drawings, tables, etc.) of the Seller (or transmitted by the same orally), have a purely indicative value and cannot in any case entail a liability on the part to the Seller about the choice of products, their use and the results they have achieved. It is the Buyer’s responsibility to carry out any analyzes to verify the performance and quality of the products. The Seller’s liability cannot be invoked in particular:
- in case of use of the products in a discordant form from the indications regarding the correct installation and use of the same;
- in the event that any deficiencies in terms of performance and / or qualitative suitability of the product could be found through an appropriate control by the Buyer.
ART. 13 – INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
13.1 All documentation including drawings, analyzes, technical specifications, evaluations, offers, contracts and any data or elaboration that, for any reason, is exchanged between the parties before and / or during the execution of the supply, will remain the exclusive property of the party who transmitted them and produced them under the supply contract. All the above documentation is intended to be used only for the specific purpose for which it is intended. The Seller retains all intellectual property and author rights also on the drafts, offers, drawings, prototypes, customized materials and on any other material and / or component concerning the supply developed following the requests received by the Buyer. The Buyer, expressly acknowledging these rights of the Seller, undertakes not to use improperly or for his own benefit, and for reasons other than those expressly provided for in the contract, the technical information, the findings, the drawings, the drafts, the offers or any other document relating to the supply or material produced by the Seller pursuant to these GSC. In the event of the use of the supplied material differing from what was agreed upon between the parties, the Seller shall be entitled to compensation for damages.
13.2 The Buyer undertakes to:
- not to reproduce in whole or in part, or to transmit to third parties, the technical data of the Seller and not to file patent, utility model, industrial design or other applications relating to products similar or identical to those supplied by the Seller;
- not to produce or have produced, for any reason, directly or indirectly, products or parts of products similar or identical to those supplied by the Seller;
- to request the express written consent of the Seller for the use of the images depicting the products supplied for any promotional, editorial or corporate purpose, and for any modification of the images themselves (including the name of the Seller).
13.4 The Seller reserves the right to make any structural and functional changes it deems convenient to its products at any time.
13.5 If the Seller has supplied products on the basis of drawings, models, samples or other material provided by the Buyer, at the request of the same, the latter will assume responsibility for any violation of intellectual property rights of third parties, indemnifying the Seller from any related claims.
ART. 14 – WITHDRAWAL BY THE SELLER
Should unforeseen or unforeseeable events (ie fortuitous events and / or force majeure events) alter the economic value or the content of the supply, or in the event of subsequent impossibility of use, the contractual agreements may be appropriately revised in agreement between the parties.
Insofar as this is not possible, the Seller will have the right to withdraw from the contract, upon written notice to the Buyer. In this case, the Seller will be entitled to reimbursement of expenses for supplies already completed, and to payment of any warehouse stocks.
Any claim for compensation of the Buyer resulting from the interruption of the contractual relationship is expressly excluded.
ART. 15 – DEROGATIONS
15.1 Any agreement made in derogation, or changes and additions to these GSC must be made in writing and in agreement between the parties; any verbal agreement with agents, distributors or other subjects delegated by the Seller, not ratified in writing by the Seller itself, will be invalid and ineffective.
15.2 The supply contracts and the individual rights and obligations deriving from them can be assigned only with the consent of the other party.
15.3 Unless otherwise agreed in writing, the place of performance of all supplies and services due on the basis of the contract between the parties will be the headquarters of the Seller.
15.4 If one or more provisions of these GSC are or become, wholly or partially, ineffective, the remaining provisions will in any case remain valid and unchanged, and the parties undertake to replace said invalid or ineffective provisions with other provisions or contractual clauses.
ART. 16 – JURISDICTION AND APPLICABLE LAW
16.1 Any dispute arising between the parties connected or dependent on the interpretation, execution and application of these GSC and related contracts, which cannot be resolved amicably within 90 days, will be devolved to the exclusive jurisdiction of the Court of Udine, with the exclusion of any competing or alternative forum. The Seller has the right to renounce the jurisdiction of the exclusive forum to take legal action before the competent judge at the Buyer’s headquarters.
16.2 Although not expressly regulated by these GSC, the provisions of Italian law apply, excluding any hypothesis of validity or applicability of foreign jurisdictions or regulations.
The Buyer, at the same time as the transmission to the Seller of a Buyer Order, declares to have read the above extended General Conditions of Supply, with express acceptance of the following clauses: Art. 1 Scope; Art. 2 Object of the contract; Art. 4 Prices of supplies; Art. 5 Methods of payment and retention of title; Art. 6 Contractual clauses relating to payments; Art. 7 Delivery and availability of supplies; Art. 8 Shipping and transport; Art. 9 Warranty; Art. 11 Obligations of the Buyer; Art. 12 Liability; Art. 13 Intellectual and industrial property rights; Art. 14 Withdrawal by the Seller; Art. 15 Exemptions; Art. 16 Jurisdiction and applicable law.
The clauses reported, subject to specific negotiation, are understood to be accepted for all consequent purposes and in particular pursuant to and for the purposes of Articles 1341 and 1342 Cod. Civ.