General conditions of sale/ courtesy translation

The original document can be found here : www.tecnosida.it/servizio/condizioni-generali-vendita

Section I - Sale

1 – Generality:

1.1 These General Conditions of Sale (henceforth GCS) will be applicable to offers, price quotations sent by Tecnosida S.r.l. (henceforth "SUPPLIER") and to all product’s orders (henceforth PRODUCTS) issued by any company (henceforth "CLIENT”) in favour of the SUPPLIER.

The parties agree to use these GCS to regulate entirely all present and future supply arrangements and/or procurement between the CLIENT and the SUPPLIER and these GCS shall be   applicable to orders, price quotations, offers and to all similar documents even if the SUPPLIER has not specifically referred to.

The parties expressly agree that these GCS, despite of any different reference, shall prevail on any purchase condition or on other CLIENT’S unilateral document sent to the SUPPLIER before and/or after these GCS.

Every single supply may be regulated by different conditions of sale only in case of written approval by the SUPPLIER with the acceptation of the relevant order.

The original and legally binding version of this document can be found here: www.tecnosida.it/servizio/condizioni-generali-vendita. This document is alternately sent to the CLIENT together with quotations, offers, order confirms and shall be considered anyway knew and approved, even if they’re not underwritten, with the simple receiving by the CLIENT.

1.2 The parties may renounce to rights or remedies provided by these GCS only in writing and in no case these renunciations and/or missed or not prompt use of these rights or remedies provided by law or by the present GCS, shall be considered as renounced for further rights or remedies. These renunciations shall not preclude the exercise of that right or remedy or any other rights or remedies in the future.

1.3 If one or more clauses of these GCS would be declared invalid, ineffective or illegal in part or in all, by the juridical authorities, the relative judicial ruling will have no effect on the validity or efficacy of the other provisions or for the remaining part of such clause.

2 - Products:

The object of sale and/or installation service agreement is only the PRODUCTS which result from the Offer (as defined by Art. 3) with their specified technical characteristics.

Are to be consired accessory services of Tecnosida S.r.l. only the services expressly identified in the offer and that they do not have the wording “excluded”.

3 - Orders:

3.1 The Order sending process by the CLIENT is composed of more consecutive phases whose respect is obligatory: only orders which will respect the procedure as described at the following Art. 3.2 will be accepted.

3.2 To complete the Order procedure, the CLIENT shall necessarily:

  • send to SUPPLIER an offer request;
  • after a site inspection and/or a prodromal activities the SUPPLIER will send to the CLIENT an economic offer of goods or services supply as requested (henceforth “Offer”);
  • The CLIENT shall send to the SUPPLIER the Offer  undersigned for acceptance.

The Offer undersigned and sent to the SUPPLIER will be considered as binding order for the CLIENT.

In no case, even if the CLIENT accepts the quotation or an offer sent by the SUPPLIER, the SUPPLIER will be obligated to sell its own PRODUCTS to the CLIENT previously by the acceptance of the Order through the written confirm (Order Confirm) and, if expected, before of advance payment receiving agreed with the CLIENT.

The Order Confirm is constitute by:

  • copy of the accepted quotation by the CLIENT
  • summary order confirm of the principal order conditions

3.3 The acceptance by the SUPPLIER of a possible Order modification shall be formalized through the issue of the new Order Confirm, that could contain amount of the expense and/or the costs supported by the SUPPLIER because of aforementioned modification, and this new confirmation will be binding for the SUPPLIER and the CLIENT after the period of 3 working days from the date of the new Order Confirm sent to the CLIENT.

3.4 In case of non-observance of the article 3.3 and, except as differently agreed, in case of cancellation or modification of Order by the CLIENT, the SUPPLIER will have the right to invoice to the CLIENT the same amount equal of the PRODUCTS price initially ordered.

3.5 The SUPPLIER shall not have any responsibility for data exactness and for any other element or elaborate supplied by the CLIENT as consequence of the PRODUCTS variation request.

The costs of the changes necessary to remedy the errors contained in the data provided by the CLIENT shall be borne by the CLIENT.

4 – Price - Payment:

4.1 The price and other economic conditions of the sale agreement (including payment methods) are specified in the special conditions of sale in the Offer and they are accepted without reservation from the CLIENT as soon as the Offer is signed. If the CLIENT, after the Order Confirmation by the SUPPLIER, requests changes to the PRODUCTS and the services indicated in the special conditions of sale, the price will be increased according to what is proposed by the SUPPLIER and accepted by the CLIENT and will be applied to Article 3.3 .

4.2 If payment of an advance amount is foreseen, the effectiveness of the sale will be conditioned by the effective payment by the CLIENT. Failing this, the SUPPLIER will be free not to supply the PRODUCTS, except as provided for in the Art. 3.4.

4.3 In case of late payment the overdue interests will be charged in accordance with D.lgs 321/2002 art. 4-5, in addition of legal expenses. Except as provided in the preceding points, in the event of delayed or omitted payment of one or more invoices for each individual supply of PRODUCTS, the SUPPLIER, without prejudice to any claims for damages, may fix a deadline by which the CLIENT has to pay the outstanding invoices and, if payment is not made in full within this period, the SUPPLIER may, at his discretion, cancel the related order and / or suspend the execution of the order in progress and / or request immediate payment of all sums still due (forfeiture of the term pursuant to Article 1186 of the Civil Code) and / or request guarantees of payment or advance payments with respect to future orders.

4.4 The CLIENT will fully pay the sums due by the Order without applying deductions or deductions except as established by law, and will not have the right to claim credits or claim compensations from the SUPPLIER in order to reduce payments. The CLIENT can offset the sums due to the SUPPLIER only with his own claims deriving from the same order only if they are ascertained by a judgement that has become final.

5 – Products Consignment:

5.1 Except as differently provided in the Order Confirmation all products shall be delivered _EXW (EX-WORKS) incoterms 2010)

5.2 The delivery terms, except different Order Confirm prevision, shall not be considered essential in accordance with art. 1457 c.c. In case of modification request by the CLIENT compared to what is established in Order Confirmation, the term of delivery shall be prolonged as indicated by the SUPPLIER.

5.3 In any case delivery terms as provided in Order Confirm shall start to elapse from  effective date of reception, by the SUPPLIER, of all advance/deposit amounts agreed. Consequently, the delivery dates indicated in the Offer, will be postponed a number of days equal to the number of days of delay in the payment of the advance / down payment, if any, by the CLIENT.

5.4 In any case may not be impute to the SUPPLIER any lateness of the PRODUCTS delivery and/or accessory services execution as indicated in order confirmation if they depend on:

  • imprecision, inaccuracy or late communication by the CLIENT of data and/or necessary elaborate for Order execution;
  • lateness and/or a difficult finding of raw material that are necessary for PRODUCTS production and to execution of the services provide in the sale agreement object;
  • strikes (complete or partial), electricity missing, natural disaster, measures as imposed by the public authority, transport difficulty;
  • deferments imposed by production needs of the CLIENT and / or SUPPLIER;
  • delays in completing ancillary or complementary works for the installation of the PRODUCTS.

6 – Retention of title:

6.1 The CLIENT shall acquire Product/s property after the payment of the last price trance. Until this date, the PRODUCTS shall be considered SUPPLIER’s property. By the moment of delivery, the CLIENT is responsible for any lost and/or damage and/or goods theft. In case of incorporation and/or transformation of the goods in other works and/or semi works, the SUPPLIER's property right shall be extended to these PRODUCTS and/or to them sale proceeds.

6.2 The CLIENT hereby authorizes the SUPPLIER, in the cases provided for by Art. 6.1, to access its factories in order to remove the PRODUCTS being supplied without anything being due to the CLIENT.

7. delivery checks – complaints:

7.1 At the moment of receive all the PRODUCTS will be examined and checked by the CLIENT, to evaluate Order conformity.

7.2 The CLIENT, within 5 (five) working days from the date of PRODUCTS delivery shall inform the SUPPLIER in writing of any defect or non-conformity of the PRODUCTS that is recognizable to reasonable compliance control, without prejudice to any claims against the carriers. Failing this, the delivery will be considered accepted by the CLIENT and the SUPPLIER will no longer be responsible for the defects and dissimilarities of the PRODUCTS delivered.

7.3 In the case the PRODUCTS are non-conform or dissimilar for reasons that may not be imputable to the CLIENT and these could not be recognised after a reasonable compliance control in accordance with Art. 7.1 (“hidden defects”), the CLIENT should inform the SUPPLIER within (3) working days after a non-conformity or dissimilarity discovery. In the absence of this, the SUPPLIER will not be responsible of any hidden defects.

In no case will the SUPPLIER accept any complaints or be liable for defects or non-conformity of the PRODUCTS that become recognizable or are discovered after more than twelve (12) months from the date of delivery.

8 – Warranty:

8.1 The warranties shall be applied to the PRODUCTS only for fabrication and/or material defects that are imputable to the SUPPLIER. The warranty will not cover the defects that depend on or concern:

  • the parts exposed to the normal use (as an example and not exhaustive: filters, joints, belts, gaskets, fuses, filter elements, etc.);
  • nonconforming use of the PRODUCTS as indicated in the instructions of the user manual;
  • omitted respect of maintenance as provided and indicated in the instructions of the user manual;
  • using of the spare parts that are not produced by the SUPPLIER, or anyway by him not approved;
  • modification or intervention carried out by the CLIENT or by the third parties on the PRODUCTS without any prevent consensus in writing by Tecnosida S.r.l.

8.2 In accordance as above established by art. 7.3, the warranty is valid for 12 months from PRODUCTS delivery.

8.3 The CLIENT may not pretend to assert his warranty right against Tecnosida S.r.l. if the price of the PRODUCTS wasn’t paid in time and with all modalities as indicated by the special conditions in the Order Confirmation, even if the CLIENT's default regards goods different from those for which it intends to assert the warranty right.

8.4 The provision of any guarantee is excluded if the CLIENT does not proceed with the commissioning of the Products, as provided for in Section II.

8.5 The SUPPLIER reserves the right to evaluate the assistance services requested and to charge the cost to the CLIENT if he finds that the problem is due to incorrect use, incorrect installation or connection of the Product, either as a result of the CLIENT or third parties, or concerning information already communicated to the CLIENT or present in the operating manual.

9 – intellectual property:

Tecnosida S.r.l. reserves every right, title and intellectual property on draws, catalogues or technical documents which shall be delivered to the CLIENT. The CLIENT is forbidden to copy, reproduce, divulge or otherwise transmit to third parties the drawings, catalogues and technical documents received from Tecnosida S.r.l. without the prior written consent of the latter.

The CLIENT expressly grants the SUPPLIER the right to use for promotional purposes in all areas (exhaustive and non-exclusive in exhibitions, fairs, publications) drawings, references and data relating to the Products.

10 - responsibility:

10.1 Within the limits permitted by law, the SUPPLIER'S Liability (arising from or connected to these GCS and to any order, be it of a contractual or extra-contractual nature by law or any other title and for any reason, and / or deriving from the violation, omitted or delayed execution of any obligation on the part of the SUPPLIER according to the GCS or the order and / or any defect in the PRODUCTS) will be limited to the price of the PRODUCTS which gave rise to this responsibility.

Consequently, Tecnosida S.r.l. will not be liable for any damages deriving from and / or connected to the defects of the PRODUCTS, including direct, indirect and consequential damages, all of which include the emerging damage, loss of profits, damages, claims, claims, legal and procedural costs of the CLIENT. In any case, the CLIENT's right to compensation for damages deriving from the faults found will be limited to a maximum amount equal to the value of the PRODUCTS that present the defects.

10.2 Within the limits of the provisions of Article 10.1, the SUPPLIER shall in no way be liable to the CLIENT on a contractual basis or for any damage included, by way of example and not exhaustively:

10.2.1 loss of components and production costs of the finished, semi-finished or intermediate PRODUCTS of the CLIENT;

10.2.2 costs incurred by the CLIENT to obtain replacement Products;

10.2.3 damage to reputation;

10.2.4 third party claims against the CLIENT or other compensation or sums paid by the CLIENT in favour of its clients.

10.3 The CLIENT agrees to hold harmless and to keep the SUPPLIER free from and against all costs, expenses, indemnities, direct, indirect and consequential damages, all of which include emerging damage, lost profits, damages, claims, claims, legal costs and procedural and convictions in which the SUPPLIER should incur as a result of direct or indirect violations of these GCS.

11 - force majeure:

11.1 In any case of the unforeseeable event or force majeure, the SUPPLIER will have the right to cancel the Order, suspend its execution or postpone the delivery date, without the CLIENT being entitled to claim any compensation, cancelling its Order or entrust the execution to third parties. In particular, it refers to force majeure events or to all similar events, all events beyond the control and unrelated to the SUPPLIER's will, objectively preventing them from delivering the goods.

11.2 Following the occurrence of an event integrating the case of fortuitous event or force majeure, the SUPPLIER will promptly inform the CLIENT and will try to find a solution by consulting the CLIENT.

Section II – Installation and commissioning

12 – Installation and commissioning:

The provisions referred to in this section shall applied, in addition to the provisions of Sections I and III, whenever the CLIENT requests the SUPPLIER to proceed with the commissioning of the PRODUCTS purchased.

This section may not be applied when the SUPPLIER proceeds exclusively to the installation of the PRODUCTS purchased, there being only the obligation of the SUPPLIER to send the CLIENT the CE Certificate of the only components sold (issued by the respective manufacturers).

13 – terms and modality:

Terms and methods for the installation and / or commissioning of the PRODUCTS are specified in the Order Confirmation in the Offer. If the Parties have specifically agreed, as binding, the terms of delivery indicated in the Order Confirmation, the SUPPLIER will not be held responsible for delays in delivery due to adverse weather conditions, such as, for example, rain, snow, hailstorm, strong wind. The SUPPLIER will discretionally evaluate, on a case-by-case basis, the effect that all these factors may have in relation with delivery terms. The SUPPLIER in any case will inform the CLIENT in writing about the expected duration of the delay. The delay in delivery due to adverse weather conditions, does not give the CLIENT any right to suspend payment or to withdraw from the contract.

14 – price:

Installation and/or commissioning costs of PRODUCTS are specified in the Order Confirmation. Any additional costs that may arise during the installation and/or commissioning and other than those indicated in the special conditions of Order Confirmation, will be charged to the CLIENT.

15 - execution:

15.1 PRODUCTS' placement and/or commissioning is carried out by the SUPPLIER through his own employees and/or qualified self-employees. As far as necessary, the CLIENT shall expressly authorise the SUPPLIER to conclude sub-procurement agreements, for the execution of agreed services, without any need for communication on the matter, except information and communication fulfilment in accordance with current regulations.

15.2 The CLIENT is responsible for obtaining all permits, authorizations, clearances, beginning activity declaration or similar documents, if needed, and to guarantee environmental conditions, services and everything else as provided in the special conditions of the Order Confirmation, in order to allow the SUPPLIER to correctly install the PRODUCTS; all this, in accordance with legal regulations and with requisite as provided by the State where the placement will be carried out. In any case in which the placement and/or execution are interrupted as consequence of missed issue or efficacy loss and/or validity, for any reason, of any permit, authorization, clearance, beginning activity declaration, or similar documents, if needed, the SUPPLIER have the right to receive the payment for all materials already delivered and the realized works not yet paid at the time of the interruption, regardless of any delays in the execution of the installation are attributable to the failure or delayed delivery of materials by third parties.

15.3 At the end of installation, the SUPPLIER shall deliver the PRODUCTS to the CLIENT to allow them to arrange the necessary connection to make the PRODUCTS functional for commissioning and at the same time, shall compile the completion report which have to be signed by the CLIENT for acceptance. The PRODUCTS cannot be used by the CLIENT before the SUPPLIER has carried out the commissioning that must be carried out within 15 days from the completion of the installation works.

15.4 In the event of any damage, even if due by third parties, caused by improper use of the PRODUCTS by the CLIENT prior to commissioning , the CLIENT shall be held solely responsible and agree to hold harmless and maintain indemnify the SUPPLIER from and against every cost, expenses, indemnities, direct, indirect and all consequential damages, which include emergent damage, loss of profits, damages, claims, demands, legal and procedural costs as well as sentences in which the SUPPLIER may incur for improper use of the PRODUCTS and/or malpractice of the CLIENT.

15.5 At the end of commissioning, the SUPPLIER shall declare the compliance of the PRODUCTS to the specification indicated in the Order Confirmation by drafting the Commissioning Report which must be simultaneously signed by the CLIENT for acceptance. From the signing of the Commissioning Report the Warranty Period will start and the CE certification will be delivered to the CLIENT by the SUPPLIER.

15.6 If the commissioning is not scheduled within 15 (fifteen) days after completion of the works, and/or if the CLIENT, for willpower or even de-facto, will not desire or not consent the implementation of the commissioning, the CE certification and instructions will not be granted by TS because of the impossibility to verify (with commissioning) the minimum conditions for their released. In this case, the provisions set in art. 15.8 shall apply.

15.7 With the drafting of the Commissioning Report in contradictory between the parties or in the case of the signing of the Commissioning Report by the CLIENT, the PRODUCTS will be considered as delivered, the CE Certification will be delivered, and from that moment will begin the Warranty Period.

15.8 The delivery of the PRODUCTS shall be considered carried out also in the event that, by the deadline for Acceptance, the CLIENT does not return to the SUPPLIER a signed copy of the Commissioning Report or does not wish to carry out commissioning. In this case, the SUPPLIER will not send the CE certification and the manuals relating to the PRODUCTS and any warranty will be excluded.

16 - warranty:

16.1 Within the limits of the dispositions that follow, the SUPPLIER shall guarantee the PRODUCTS for a period of 12 moths from commissioning for every discrepancy resulting from design defect, installation and execution of the same.

16.2 For everything that is not expressly indicated in this clause, it shall be referenced in full to what is indicated in clause 8 of the Section I of these General Conditions of Sale.

16.3 It is understood that, if the PRODUCTS also include assembly of material supplied by third parties, the SUPPLIER will not be held responsible for any defective of these, unless the CLIENT proves that these defects were caused by negligence or fault of the SUPPLIER during the assembly or installation.

Section III – Final Clauses

17 – treatment of personal data:

17.1 To register and process CLIENT's orders and / or respond to requests for information, the SUPPLIER may be required to collect personal data.

17.2 The processing of personal data of interested parties shall be governed by European Regulation no. 679/2016 and by the applicable national law.

17.3 The CLIENT may at any time exercise the right to request information, access, correct, oppose and request the cancellation of such data, pursuant to European Regulation no. 679/2016 and the applicable national law. These requests must be sent by email, PEC or by post to the SUPPLIER's registered office.

18 – governing law - jurisdiction:

18.1 The GCS and the agreements stipulated under the GCS will be regulated and interpreted pursuant to Italian law.

18.2 The parties agree that any dispute arising out of or connected to an agreement between the parties pursuant to these GCS (including, without limitation, disputes relating to non-contractual liability) shall be referred to the exclusive jurisdiction of the Monza Court.