General Sales Conditions
- Definitions
For the purposes of the present General Terms and Conditions of Sale the following expressions will have the meaning hereby assigned to them:
SELLER: VETRART di Bagnara Daniele & C. s.n.c.
BUYER: the legal or natural person, whose order of goods is accepted by the Seller
GOODS: the products sold by the Seller
CONTRACT: the agreement between the Seller and the Buyer.
- Area of application
2.1 The present General Terms and Conditions of Sale constitute the entire agreement between the parties, notwithstanding any other provision, and will cover all sales between the parties.
2.2 No agreement or understating purporting to modify the present General Terms and Conditions of Sale shall have any effect unless it is expressly confirmed in writing by the Seller.
- Formation of Contract
3.1 Orders will be binding only if sent by the Buyer and accepted or confirmed in writing by the legal representative of the Seller or by a person expressly authorized by the Seller.
3.2 The Seller, without prejudice to any other remedies available, has the right to refuse orders if defective or to stop deliveries in case the Buyer does not fulfil its obligations.
3.3 Should the Buyer change, suspend or cancel the order, the Seller has the right to terminate the contract and to claim for damages or to increase the agreed price. In case of cancellation of the order, the deposit will not be returned.
- Characteristics of the Goods
4.1 The Seller may at any time vary any aspects or qualities of the Goods in consequence of production requirements.
4.2 Goods are to the Seller’s standard specifications, unless the Buyer promptly notify the Seller of any specific requirements for the use of the Goods other that the one set forth by the Seller in the catalogues.
- Price and Delivery
5.1 The price of the Goods is the one notified by the Seller to the Buyer in the offer or in the order confirmation. However, the Seller shall have the right to increase the price of the Goods at any time before the delivery, in order to cover increases in the cost of the Goods due to any factor beyond the control of the Seller.
5.2 Unless otherwise stated, the price includes the packing.
5.3 Unless otherwise agreed between the parties, the Seller shall supply the Buyer with the Goods Ex Works (“Incoterms” ICC Paris ed.2000) VETRART di Bagnara Daniele & C. s.n.c.’s registered office in 36061 Bassano del Grappa (VI) via dei Tulipani, 11, Italy, after the issuance of VETRART’s notice of goods ready for delivery. The Buyer shall bear all the costs, duties and risks and carry out all the formalities related to the transportation of the Goods.
5.4 Goods are deemed to be delivered when the Buyer has received notification of readiness for despach or when the Goods are surrended to forwarding agent or carrier, whichever is the sooner.
5.5 The delivery date agreed upon between the parties is only intended as an estimate and it is not deemed of essence. Accordingly, the Buyer shall not be entitled to any indemnity and/or claim for damages in case of late delivery.
5.6 The Buyer or its representatives shall take in charge the Goods within 7 working days from notice of readiness for despach. Should the Buyer fail to fulfill this obligation, the Seller reserves the right to ask for liquitaded damages amounting to 5% of the order for each day of delay. It is understood that the Buyer will bear the risk of damage, perishing, loss and/or theft of the same Products as from the term of collecting initially agreed.
- Passing of risk
6.1 Risks on Goods shall pass to the Buyer on delivery to the Buyer or to its representative (including representatives, forwarding agents or carriers charged with by the Seller on behalf of the Buyer), according to art. 67 of the United Nations Conventions on the International Sale of Goods (Vienna Convention 1980).
6.2 The Seller is not liable for damages and losses, which may occur during transport.
- Passing of Title
7.1 All Goods remain the property of the Seller until paid in full.
7.2 In case of delayed payments, the delivered Products remain the property of VETRART until full payment of the price, except the risk transfer to Purchaser upon Delivery pursuant to Art. 1523 CC. The Purchaser assumes the obligation to keep these products in perfect condition until full payment of the price. The Purchaser authorizes VETRART to make, at Purchaser’s expense, all the necessary formalities to enforce the title retention clause against third parties.
7.3 This provision does not affect the transfer of the risk to the Buyer as per article 6.
- Price and Payment
8.1 The price is in the currency specified in the Agreement; in the absence of such specification, the price is in EURO.
8.2 Payment shall be made according to the terms agreed upon between the parties and specified in the order confirmation sent to the Buyer by the Seller.
8.3 Overdue accounts bear interest as per D.lgs 231/2002.
8.4 The Buyer is not entitled to set off or to suspend the payment, in accordance with article 1462 of Italian Civil Code.
- Warranty
9.1 The Seller is responsible for defective Goods, provided defects are not due to the Buyer’s fault or negligence and non-compliance of the Goods is prior to the passing of risk as per article 6.
9.2 The Seller shall be notified of defects promptly and in any case within 8 days since the Buyer has discovered the lack of conformity or ought to have discovered it. The defect liability period runs for 18 months after the delivery of the Goods.
9.3 The Seller will, at its own discretion, either replace, repair or issue credit note on regards of the present warranty, on condition that Goods are promptly returned to the Seller free of costs within 18 months from the delivery.
9.4 The Seller has the right not to provide warranty in case of default in payment, partial or delayed payment.
9.5 The Buyer agrees to waive the right to claim compensation for damages.
9.6 In the event the defectiveness of the Goods is afterwards considered to be without grounds, the Buyer shall reimburse the Seller of any costs occured.
- Termination of the Contract
10.1 The Seller has the right to terminate the Contract with immediate effect by a written notice sent by registered letter with return receipt or similar mean of communication, in case of breach of Contract by the Buyer or in case of occurrence of exceptional circumstances which justify the earlier termination.
10.2 Shall be considered as exceptional circumstances justifying the immediate contract termination: bankruptcy, any kind of composition between the bankrupt and the creditors, death or incapacity of the Buyer, civil or criminal sentences as well as any circumstances which may affect its reputation or hamper the punctual carrying out of its activities, any important change in the juridical structure or in the management of the Buyer.
10.3 In respect of any termination pursuant to the previous articles, the Buyer shall pay to the Seller liquidated damages amounting to 30% of the net price of the order.
- Force Majeure
11.1 In the event of an Act of God (including but not limited to a flood, earthquake, typhoon, epidemic or other natural calamity), war or armed conflict or the serious threat of the same (including but not limited to a hostile attack, blockade, embargo, riot or insurrection), governmental order or regulation (including but not limited to prohibition or restriction of importation or exportation or the regulation or allocation of energy or other resources), labour disputes (including but not limited to a strike, slowdown, lockout or sabotage), or any other causes beyond the reasonable control of the parties hereto, the Seller shall not be liable for any failure to perform any of its obligations hereunder.
11.2 Each party shall have the right to terminate the Contract upon prior written notice if such inability continues for a period of 6 (six) months.
- Governing law
The Contract shall be governed by the United Nations Conventions on the International Sale of Goods (Vienna Convention 1980) and, with respect to questions not covered by such convention, by the Italian law.
- Mediation and Arbitration
13.1 Any dispute arising out of the present Contract and in connection therewith shall be settled under the Rules of Mediation of Vicenza (Italy) Chamber of Commerce, Industry, Handicraft and Agricolture.
13.2 If the Parties are unable to reach a settlement within 60 days following the filing of the request, the dispute will be finally settled under arbitration following civil procedure’s rules in conformity with Vicenza (Italy) Chamber of Commerce, Industry, Handicraft and Agricolture by one arbitrator appointed in accordance of the said Rules.
Still VETRART has the right to act in justice, as an interim or provisional measure, before the competent court of law of the Purchaser’s address.
13.3 For any dispute that may arise related to the conclusion, application, interpretation, validity, effectiveness, execution and/or termination of this Agreement, the winning party shall be entitled to obtain from the other party the reimbursement of any professional technical and/or forensic costs, expenses and compensation, to a reasonable extent, incurred in relation to the dispute.
- Severability
14.1 Should any clause be considered invalid or unenforceable by the judgement of a Court of competent jurisdiction or award of an Arbitral Tribunal, all other provisions shall remain in full force and effect.
14.2 The parties agree, however, to replace, when possible, any provision declared invalid by a provision which shall reflect their initial intent, as objectively and consistently as possible and in accordance with the basic relationship existing between the parties.
- Waiver
The non-enforcement by the Seller of any provision contained in the Contract shall not be construed by the Buyer as a waiver of the right to enforce the provision at another time under different circumstances and/or enforce other provisions of the Contract.
- Notice
14.1 Any notice required or permitted to be given by the parties under the terms of the Contract shall be in writing in English and shall be sent to the last known address of the recipient party.
14.2 Notices sent by post shall be deemed to be received after seven (7) days from the dispatch. Notices sent by e-mail, fax or any other equivalent means shall be deemed to be received on the date of the dispatch.
- Intellectual Property Rights
17.1 The Buyer acknowledges that the intellectual property rights related to the present Contract remain the sole and exclusive property of the Seller. The intellectual property rights are protected by the Italian law and the international rules.
17.2 The Buyer shall use the intellectual property rights only in accordance with the laws above-mentioned and with any other agreement between the parties.
- Information to Data Subjects
In compliance with the Italian Data Protection Code (D.lgs 196/2003), we inform you that your personal information will be recorded and handled for legal, fiscal and commercial purposes. The processing of your personal data may be performed also to send advertising materials or to carry out commercial communication activities related to VETRART di Bagnara Daniele & C. s.n.c. services. You are not obliged to give us your personal information. If you do not provide your personal information, it may be impossible for us to refer, respond to, or investigate your complaint or request. This provision does not apply to the processing of personal data perfomed to send advertising materials ot to carry out commercial communication activities. We may share your information with our employees, contractors acting on our behalf, consultants, any public or private authority that must access your data, who are subject to confidentiality agreements, only for the above metioned purposes. Your data may be disseminated through our web site or our publications for commercial reasons. The above mentioned collection and handling of information, which may be automatically processed, will be made using those tools as are appropriate to guarantee its security and confidentiality. The collection and handling of your personal information will run for a period of ten (10) years after the termination of the contractual relationship. After that period the information will be erased.
You are entitled to the rights as per art.7 of Italian Data Protection Code (D.lgs 196/2003) and you may access your personal information to correct, update, rectificate, anonymize, integrate, cancel and/or block it. The Data Controler is. VETRART di Bagnara Daniele & C. s.n.c., via dei Tulipani, 11 36061 Bassano del Grappa – (VI) – Italy.
- (Language)
These General Conditions of Sale are written in Italian and shall be understood as the only authentic text. In the case of translation into other languages, such translations should be considered as mere working papers.