GENERAL TERMS OF SALE “e -4e Srl”
Art. 1 – Object
1.1 These General Terms and Conditions of Sale apply to all contracts between “e -4e Srl” (hereinafter, for brevity, also the “Seller”) and its customers (hereinafter, for brevity, the “Customers” and, individually, the “Customer”) concerning the sale of goods and related services and/or accessories by “e -4e Srl” (hereinafter, for brevity, the “Products” and, individually, the “Product”), unless otherwise agreed in writing between the parties. Therefore, agreements and conditions derogating from these provisions shall have no effect unless expressly agreed in writing, signed by both parties. They shall prevail, moreover, over any general conditions of purchase of the Customer.
Art. 2 – Order and conclusion of the sale contract
2.1 Catalogues, technical, advertising and/or promotional information sent to the Client by “e – 4e Srl” or through its Agents do not constitute, in any way, an offer or contractual constraint.
2.2 The contract of sale will be considered concluded, and as such effective and binding between the parties, when “e -4e Srl”, receiving the Customer’s order properly signed by the same, will confirm it to the latter by sending the Sales Confirmation and/or by execution of the supply. The sales contract shall also be concluded when the Customer sends the Seller acceptance by written confirmation of the Seller’s invoice in the Customer’s name.
2.3 The Customer may not modify the order of the products, even only with regard to quantities and/or delivery terms, without the express acceptance of the modification by the Seller.
Art. 3 – Prices
3.1 Unless otherwise agreed in writing, the unit sales prices are intended for goods returned ex works/deposit of “e – 4e srl” and do not include packaging costs and costs arising from transport, insurance, or other services and additional charges.
3.2 Prices are intended net of statutory VAT, as well as any taxes, duties and fiscal charges of any kind that may be levied on the contract.
3.3 In case of significant increases in the costs of raw materials, and/or transport, which may generate the increase in costs of manufacture/marketing, “e – 4e Srl” may change the unit prices and / or terminate the contract pursuant to art. 1467 of the Civil Code, in both cases by simple written notice to the customer.
3.4 Unless otherwise agreed in writing between the parties, the unit prices are referred to the price list “e -4e srl”, in force at the time of conclusion of the contract of sale in the terms provided for in the previous art. 2.
Art. 4 – Technical features of the Products
4.1 The technical features of the products supplied conform to those specified in the catalogs “e -4e Srl” in force at the moment of the conclusion of the contract or in the relative data sheets delivered to the Customer. It is also agreed that the Seller does not assume any responsibility for the characteristics of the Products not included in the above mentioned catalogs and technical data sheets. In any case, the seller must be considered free from any responsibility if, at the end of the inspection and testing procedures of the Products carried out by the Customer, the products are accepted without any reservation or objection being raised by the latter in relation to the technical characteristics of the products.
4.2 “e -4e Srl” reserves, at any time, the right to make, to its Products, any changes that may be necessary for production requirements, regulations etc.
Art. 5 – Delivery terms
5.1 The delivery terms are to be considered indicative and not essential, unless they are defined as such in the Customer’s order and expressly accepted in writing as such by “e -4e Srl”.
5.2 In no case, failure to comply with delivery terms authorizes the Customer to cancel the order, to defer payment terms, to make any type of compensation with any claims against “e -4e srl” and/or apply penalties. The penalties, if provided for, must be expressly agreed in writing between the parties.
5.3 “e -4e Srl” will in any case be released from any responsibility for late delivery in the following cases:
- If the Customer’s instructions, necessary to organize the delivery, have not been received according to the required terms and conditions;
- In the event of force majeure or other serious or unforeseeable events similar to force majeure such as, for example: strikes, boycotts, lockdowns, epidemics, wars, revolutions, riots, fires, floods, earthquakes and other natural disasters, interruptions or delays in transport, embargoes, power outages, delays in the delivery of raw materials and/or any other cause that causes, directly or indirectly, a partial or total blockage of production and/or commercialization.
Art. 6 – Delivery methods
- Unless otherwise agreed in writing between the parties, the delivery of the products shall be deemed to be ex-customer’s domicile.
- In order to comply with the delivery terms and the transfer of risk to the Customer, “e -4e Srl” is released from its obligations by delivering the Products at the domicile reported by the customer.
- If the parties agree in writing that the delivery, at the expense of “e -4e Srl”, takes place ex worksite of the Customer, the latter must make the place accessible to vehicles, suitable for maneuvering and equipped with adequate and suitable spaces in respect of the safety of operators. In case of difficulty of access and / or inability to unload at the site the delivery will be considered in any case carried out at the time of arrival of the vehicle at the site, and also all the resulting charges and expenses will be borne by the Customer.
- If, for any reason not attributable to “e -4e Srl”, the delivery of the products cannot take place on the agreed date, the delivery is understood to be made for all intents and purposes (including the transfer of risk to the Customer) with the simple notice of goods ready to the same communication. If the period of rest of the Products exceeds 10 (ten) calendar days, the Seller may, at its discretion:
- Proceed with the invoicing of uncollected Products; or
- Resell uncollected products to third parties
In any case, the Customer will be required to pay to “e -4e Srl” the deposit costs, quantified in € 9,00 (nine/00) per calendar day, calculated on the total number of packages stored, starting from the first day of storage
6.5 Packaging costs shall be charged to the seller
Art. 7 Warranty of the products and limitations of responsibility of “e -4e srl”
- Unless otherwise agreed in writing between the parties, the Seller only guarantees, to the exclusion of any other guarantee, the conformity of the Products with the characteristics described in the catalogs and data sheets referred to in art. 4.1 of these General Conditions of Sale for a period of 12 (twelve) months from the date of delivery. It is understood that it is up to the Customer to verify that the Products supplied allow a use in accordance with his own needs and expectations, also taking into consideration the other components used.
The material is guaranteed 25 years in terms of technical performance. Infinite R may have a performance decay not exceeding 10% at the 25th year.
- Any claim for apparent defect of the Products shall be contested by the Customer, who shall be responsible for promptly inspecting the Products upon delivery. The relative report must be made in writing, to “e -4e Srl” immediately, and or at the latest, under penalty of expiration, within and not later than 10 (ten) calendar days from the date of receipt of the Products. An apparent defect shall be deemed to be any defect visibly identifiable at the time of receipt of the Products, including any claims relating to the state of packaging and any differences in the quantity and/or quality of the Products delivered. In the event of a complaint, in order to facilitate the control of the Products delivered, the latter must be made freely accessible to “e -4e Srl” in the persons of its representatives and/or appointees.
- Without affecting the duration of the warranty referred to in art. 7.1 here above, any claim other than that provided for in paragraph 7.2 above relating to defects and / or operating defects, must be reported by the Customer, in writing, to “e -4e Srl” immediately, and or at the latest, under penalty of expiration, within 10 (ten) calendar days of discovery, in order to allow verification of the same in any contradictory between the parties, and, where necessary, at the laboratory indicated by “e -4e Srl”.
- If, as a result of the above discussion, and limited to the defects and/or faults of the Products ascertained, a liability of the Seller is established, “e -4e Srl” undertakes to carry out the activities necessary to restore the conformity of the Products, through repair and elimination of the defects and/or faults, providing, alternatively, where necessary, at the exclusive discretion of the Seller, the replacement of the same, in this case will be charged to “e -4e Srl” only the related transport costs. It is expressly excluded the compensation for any further direct and indirect damages suffered by the Customer (by way of example: costs arising from the suspension of the water supply or for any water dispersed, disassembly or reconstruction of works accompanying the defective Products, costs for downtime, assembly and installation costs, etc.).
- “e -4e Srl” does not assume any responsibility for the fact that the Products purchased by the Customer are suitable for the purpose that the latter intends to pursue with the purchase of the Products. Therefore, it will not be, in any way, responsible for all damages, direct and/or indirect, that may occur to the Customer or to third parties in relation to or depending on the use or processing of the Products.
- Any warranty and therefore any responsibility of “e -4e Srl” is excluded in case of:
- Misuse, abuse, negligence and/or inexperience on the part of the Customer, the final recipient of the Product and/or the staff dedicated to the installation or use of the same;
- Incorrect conservation, storage, assembly, assembling and/or use of the products on materials and/or applications other than those recommended, imperfect and/or different installations from the specifications of the Product.
To this aim the Customer is obliged to respect and execute the instructions for the correct use of the Products, together with the other technical prescriptions provided and present on the single technical sheets prepared by the Seller.
Art. 8 – Tolerances
The supplies are made with the use of tolerances of quality, quantity, dimensions, thicknesses and weights, which are expressly accepted by the Customer, without the latter benefiting from a reconsideration of the order or variation in prices. This is without prejudice to the seller’s right to adjust the level of tolerances allowed on a case by case basis, in relation to the characteristics and requirements of the Products.
Art. 9 Terms and methods of payment
9.1 Unless otherwise agreed in writing between the parties, the payment of the supplies shall be made by automatic procedure present on line and in any case in advance of shipment.
9.2 On all payments due under the sales contract, the Customer will be required to pay “e -4e Srl”, automatically, i.e. without the need for prior notice of default by the Customer, and for each day of delay with respect to the due date of the relevant payment, a default interest equal to the reference rate, increased by 8 percentage points, in accordance with D. Lgs. 9 October 2002, n. 231, as amended by the D.
Legislative Decree 9 November 2012, n. 192 and subsequent amendments .
9.3 In case of delay in the payments due, or non-payment, even partial, of the supplies, “e -4e Srl” reserves the right to suspend the supplies of the Products and, if it deems it appropriate, to give written notice to the customer to fulfill in a maximum term of 15 (fifteen) days, after which the sales contract will be considered terminated by law with all the consequences of the law, without prejudice to any further action to protect its interests or for damages.
9.4 In the presence of any disputes for complaints and/or contestations of any nature, the Customer shall not be entitled to suspend or delay the payment of the Products subject to the complaint or contestation, nor to delay the payment of any further credits claimed by “e -4e Srl”, neither to make any compensation.
9.5 “e -4e Srl” where it has reason to believe that the Customer, due to changes in its legal or financial situation, can not or does not intend to fulfill its payment obligations at the agreed date, reserves the right at any time, even in case of partial execution of the supply, to suspend subsequent deliveries, subject to the continuation and / or the balance to the issuance of appropriate guarantees of payment by the customer (eg: bank guarantee, advance payments to notice goods ready etc.).
Art. 10 Industrial and intellectual property and competition
10.1 “e -4e Srl” is the exclusive owner of all industrial and intellectual property rights of the Products and of the related technical and/or commercial documents delivered to the Customer, which may be used only in conjunction or correlation with the Product or the service being sold as part of the completion of the service requested. The Customer undertakes not to use the documents without the prior written authorization of the Seller. All technical and/or commercial documents transmitted and possible reproductions must be returned to the Seller, upon the Seller’s simple request.
10.2 The Customer is expressly forbidden to sell, without the prior consent of the Seller, directly or indirectly, the Products to other manufacturers of similar products.
10.3 No rights or licenses are granted to the Customer with respect to the intellectual property rights of the Seller, except the right to use the Products in the normal course of the Customer’s business.
10.4 Without prejudice to the provisions of Art. 10.3, compositions, formulas and other information provided by the Seller to the Customer for use in its production process remain the property of the Seller and may not be disclosed to third parties without the written permission of the Seller.
10.5 The Customer shall not use the Seller’s name, logo or other identifying signs for advertising or publicity purposes without the prior written consent of the Seller.
10.6 No warranty or representation is made by the Seller concerning the fact that the Products do not infringe industrial property rights of third parties neither that the final products of the Customer, manufactured using the Products, do not infringe industrial property rights of third parties.
10.7 If the products have been manufactured in accordance with the Customer’s instructions or drawings, the Customer shall indemnify the Seller and hold it free from and against all losses, liabilities, costs, claims, demands, expenses and fees (including legal fees and other professional fees), actions, procedures, judgments issued and damages suffered or suffered by the Seller resulting from or related to any infringement of the Intellectual Property Rights of any third party where such liability is a consequence of the Customer’s instructions.
10.8 If the Seller develops a Product at the request of the Customer and specifies specific requirements (“Instructions”), the intellectual property rights developed and/or related to or based on the Instructions shall remain with the Seller unless otherwise agreed between the parties. To the same end, Customer assigns in good faith to Seller all of its developed intellectual property rights arising out of or related to the Instructions, waiving, in favor of Seller, any and all rights that may arise therefrom and undertakes to sign any document and to do what is necessary to register and perfect the transfer of intellectual property rights referred to in this Article 10.8 as well as to assist Seller in all activities necessary to apply for and obtain copyrights, drawings, patents, trademark registrations, as required by Seller from time to time, in its own description.
Art. 11 – Jurisdiction
Any possible dispute related to the application, execution or interpretation of the sale agreement and/or of these General Conditions of Sale will be devolved to the exclusive jurisdiction of the Court of Aosta.
Art. 12 – Communications
Any communication required or permitted by these General Conditions of Sale and the sales contract must be made in writing, by registered letter a. r. sent by post, or letter delivered by hand, or letter sent by fax, or by certified e-mail.
Art. 13 – Final clause
13.1 The nullity of one of the clauses of these General Terms and Conditions of Sale does not affect the application of the other clauses which will therefore maintain their validity and effectiveness.
13.2 For “e -4e Srl”, not making use, at any time, of one or more of the clauses of these General Terms and Conditions of Sale does not imply, in any case, the renunciation of the same, as any other included in this document