DEFINITIONS
For the purposes of these general conditions of sale, the following terms shall have their meanings attributed as follows:
* “Vezzani” (Vezzani Lauro & C. S.n.c.);
* “Customer” means any one (or group of persons) that purchases products from Vezzani;
* “Products” means goods produced, assembled and / or sold by Vezzani;
* “Order / s” means any proposed purchase of products made ??by the Customer to Vezzani exclusively via fax or e-mail;
* “Sales / and” every contract of sale concluded between Vezzani and the Customer upon receipt of a written order confirmation from Vezzani by the Customer.
1 Scope of Application
These General Conditions of Sale apply to all sales of products; Vezzani and the Customer are binding to their observance, remaining now agreed that any amendment or repeal, the same will result from subsequent written document.
In the event of any inconsistency between the terms and conditions set forth in these Terms and Conditions of Sale and the terms and conditions agreed in the individual sale, the latter shall prevail.
These general conditions of sale are considered as tacitly accepted after 3 days from the date of receipt – even via fax or email – of the same.
Vezzani will not be bound by the terms and conditions of Customer’s purchase without express written consent.
2 Orders and sales
The Purchased Order submitted by the Customer shall contain all information necessary for the proper supply of the Products requested with it and it is always subject to the acceptance of Vezzani by sending a written confirmation.
The sale shall be deemed concluded: (i) when the customer receives a written confirmation from Vezzani (which may be sent via fax, e-mail or electronic means) that complies with the terms and conditions of the Order; (ii) or, in the event that the customer receives a written confirmation containing terms different from those contained in the Order; after 3 working days from the date of receipt of the said period without the written complaint to Vezzani from the Customer.
Where mentioned in the order confirmation, these General Conditions of Sale shall mean tacitly accepted 3 days after receipt of a written confirmation by the customer.
The Customer may not sign the contract without the written consent of Vezzani, or cancel the Order without the written consent of Vezzani.
3 Prices
Sale prices are those indicated on the Order in writing and referred to in the Order Confirmation and relate to the conditions in which it’s expressly specified.
The agreed prices may be modified in the event of changes or interruptions of work due to instructions or lack of instructions from the Customer.
Except as otherwise agreed in writing between the parties, the above prices are calculated excluding VAT and discounts, and do not include costs for packaging, shipping and handling from the premises of Vezzani Lauro and C. Snc to that of the customer, which will be possibly incurred separately by the customer.
4 Terms of delivery
Except as may be otherwise agreed in writing between the parties, and Vezzani Lauro & C. Snc deliver the products ex-factory at its plant in Reggio Emilia, Via E. Villa n. 9, as that term is defined in INCOTERMS 2010 published by the International Chamber of Commerce as in force at the time of delivery. If required, Vezzani Lauro and C. S.n.c. will take care of the transportation of goods at the risk, cost and expense of the Customer.
The delivery must be made within the period specified in the confirmation of order, that will be accepted after 3 days from the receipt by the Customer.
The delivery terms are not essential to the art. 1457 cod. civ. and, in any case, do not include the shipping times.
The delivery time may be extended for a reasonable period if the delay is due to events depending on the circumstances or force majeure such as, by way of example and without limitation: technical data, inadequate / inaccurate / delayed by the customer, supply shortage of raw materials, labor disputes, so that the occurrence of such events will not entitle the customer to claim any compensation and / or compensation.
5. Transport
Except as may be agreed in writing between the parties, the transportation of goods will always be at the expense and risk of the Customer. In the event that Vezzani be asked to take care of the shipping, it will choose the means it deems most appropriate in the absence of specific instructions from the customer.
6 Payments
Unless otherwise expressly agreed in writing, payments must be made ??by the Customer within the time specified in the Order Confirmation and shall be considered accepted after 3 days from the receipt by the Customer.
Vezzani will retain ownership of the products until full payment of the price of the same.
Failure to pay by the Customer to the deadlines set by contract will result in forfeiture of the term benefit for amounts not yet due and will entitle the Vezzani to refuse or suspend deliveries without giving him the right to the customer’s demand compensation.
Failure to pay within the agreed time frame, will entitle Vezzani to ask the customer to pay the interest due at the rate provided for by Legislative Decree no. 231/2002.
The Customer shall not be entitled to make any compensation.
7 Storage
In the absence of picking up of products or delivery instructions by the Customer within ten days of product being ready, Vezzani will be entitled to provide on its behalf for the storage of the same with him or other place deemed appropriate: each cost connected to this will be the sole responsibility of the customer.
8 Returns
Claims for Products delivered incomplete or damaged must be notified in writing via fax or e-mail within 7 days of delivery; returns will not be accepted unless pre-authorized in writing by Vezzani.
9 Non-compliance and assurance
TO DETERMINE WHAT ‘GIA’ INDICATED IN YOUR INSTRUCTION MANUALS.
BELOW REDIGO OTHERWISE A THEORY OF WARRANTY CLAUSE:
Vezzani warrants that the Products will be free from defects / faults (with the exception of those parts that are not produced by us) for a period of one year from the delivery of the same to the customer.
The warranty does not operate with respect to those products whose defects are due to: 1) damage caused during transport; 2) a negligent or improper use of the same; 3) failure to follow instructions of Vezzani related to their operation, maintenance and storage; 4) repairs or modifications made by the customer or a third party without written permission by Vezzani.
The Customer may not assert the right to warranty, if the price of the Products has not been paid under the conditions and terms agreed.
The Customer must report in writing to Vezzani the presence of defects within 8 days of delivery if it is obvious faults or defects, or within 8 days of the discovery in the event of faults or hidden defects not detectable by a person of average detection ability.
Products subject of a complaint must be immediately sent to the premises of Vezzani at the expense charged to the customer in order to enable Vezzani carry out the necessary checks and inspections.
The warranty does not cover damages and / or defects in the Products arising from problems caused by, or related to, the assembled parts / additions directly from the customer or end user.
The warranty will not operate due to defects related to normal wear and tear of the Products delivered.
Where actually subsisting under warranty and notified in the terms referred to in this article, Vezzani will remedy the defect / fault committed, at its option, to replace or repair any Products or parts of this that present defects / faults.
Except as expressly provided above, and except in cases of willful misconduct or gross negligence, Vezzani shall not be liable in respect to defects in the products delivered, and will remain exempted from any and all liability contract and / or tort for any direct and / or indirect (both with respect to damage leading to loss of profits) suffered by the Client and / or third parties as a result of the execution of the contract of sale.
In any case, the Customer’s right to damages shall be limited to a maximum amount equal to the value of products that are defective or defects.
10 Intellectual Property Rights
All rights of intellectual and industrial property of Vezzani, including, without limitation, the rights relating to patents, designs, utility models, know-how, specifications, data (whether registered or unregistered) are the complete and exclusive Vezzani and property of their communication or use as part of these Conditions of Sale does not, in relation to them, any right or claim to the Customer, who shall undertake not to commit any act inconsistent with the ownership of those rights .
The information that Vezzani and the Customer will exchange between each other during the execution of the contract of sale shall be held confidential and undisclosed to third parties without the express consent ..
The prohibitions and obligations under this clause will remain effective even after the termination of the contract of sale for any reason occurred.
11 Termination clause
Vezzani may terminate the individual sale pursuant to and by effect of art. 1456. civ. at any time, by written notice to the Customer, in the event of default of the same of their obligations under the Articles. 3 (Compare Prices), 6 (Payments) and 10 (Intellectual Property Rights).
12 Change in financial circumstances of the customer
Vezzani, in accordance to art. 1461 cod. civ., shall be entitled to suspend the fulfillment of the obligations arising from the sale of the Products, in the event that the financial circumstances of the customer would become such as to seriously endanger the achievement of the same, except for the provision of suitable guarantee.
13. Privacy policy
The customer’s personal data are processed as required by Italian law on the subject (D. Lgs. 196/2003). Vezzani holds the processing of such data and informs the customer that they will be collected and processed exclusively for the execution of the contract of sale, subject to the right of the customer to the customer recognized pursuant to art. 7 Legislative Decree no. 196/2003.
14 Domicile, Governing Law, Jurisdiction and Venue
Vezzani is, to all intents and domiciled at its registered office.
If the Customer is an entity of Italian law, these General Conditions of Sale and all contracts concluded by the latter with Vezzani means governed by Italian law.
If, however, the customer is subject to a nationality other than Italian, the present General Conditions of Sale and all contracts concluded by the latter with Vezzani means governed by the Vienna Convention of 1980 on Contracts for the International Sale of Goods .
If the customer is from a country which has not ratified the Convention, it will apply the Rome Convention of 1980 or, subject to the Italian law 218/95.
Any dispute arising between Vezzani and the Customer as a result of the interpretation, validity or enforcement of these Terms and Conditions of Sale and / or of each sale will be forwarded to the exclusive jurisdiction of the Court of Reggio Emilia.