Iglu Cold Systems is a brand of Marrone S.r.l.
GENERAL CONDITIONS OF SUPPLY
Art. 1 General Provisions and Technical Terminology
The present general conditions, which can be found and consulted on the home page of MARRONE SRL at the following web address URL:\http:dev.marrone.it, govern all current and future supply contracts between the parties, except for eventual derogations for the specific case punctually agreed in writing. Any derogations to the present discipline agreed upon between MARRONE SRL and its Customer are valid only for the single supply to which they refer and do not deprive of effectiveness the article as a whole that continues, therefore, to regulate the present and future relationships between the parties except for what has been specifically agreed upon in writing for the specific case. The present general contractual conditions are to be understood as applicable to the entire production of MARRONE SRL regardless of reference to a specific Catalogue. With the specific approval ex art. 1341/1342 c.c. of the present article, the Customer renounces the use of its own general contractual conditions towards MARRONE SRL and accepts that the Supplier may unilaterally modify the content of the present general conditions to apply to all subsequent contractual relationships with the same Customer. The parties agree that the contractual relationships born under the validity of the present general contractual conditions are exclusively governed by the Italian substantive law. In the case of communications and/or contractual documents drawn up in both Italian and foreign languages, the parties agree that, in the event of any doubt as to the exact meaning to be attributed according to the Italian language rather than the other, to certain terms, phrases and/or sentences used by the parties themselves, reference shall be made exclusively to the meaning that can be derived from them according to the Italian language, to be understood, for this purpose, as the elective and prevailing language. If the Supplier uses the commercial terms set out below in the text, the parties shall exclusively attribute to them the following, unambiguous meaning:
RETURN OF GOODS = TRANSPORT
CONSIGNEE = CUSTOMER
Art. 2 Formation and Object of the Contract. Orders. Cancellation of orders. New orders and additions
2.1 The order must be sent to MARRONE SRL by fax or email signed for acceptance by the Client, to be valid as an order proposal and filled in, under penalty of inadmissibility, in all its parts (company name of the Client, address, contact person, article code, telephone and fax number, bank of support etc.), on the appropriate form prepared by MARRONE SRL itself. MARRONE SRL reserves the right, at its own discretion, to consider as equivalent to the order, the sending by fax or email of the final ‘as built’ or ‘shop drawing’ projects elaborated by the same, when returned to the Supplier signed for acceptance by the Customer or, in any case, validated for acceptance by the Customer. The contract is always understood, by express agreement between the parties, to be concluded at the offices of the Supplier MARRONE SRL in Zoppola (Pn).
2.2 Order proposals are not binding for the Supplier and orders are only considered accepted after written confirmation thereof or their execution. Only the text of the order signed by the Client and in the possession of the Supplier is binding between the parties. The forwarding to the Client of the final ‘as built’ or ‘shop drawing’ projects elaborated by MARRONE SRL, when 3 (three) days have elapsed since their forwarding to the Client without any written comment being received by the Supplier, are considered definitively accepted by the Client, with the consequent faculty for MARRONE SRL to start production of the order.
2.3 The signatory of the order is responsible for the payment of the supply even if ordered on behalf of third parties and jointly and severally with them. The order jointly and severally binds the signatory of the order with the Customer indicated in the order header without time limits, in express derogation of art. 1957 civil code.
2.4 Any variation in quantity, quality and type of the goods to be supplied with respect to the order proposal signed by the Client must be, in advance, accepted by MARRONE SRL. If the order has not started production and the change requested by the Customer is therefore possible, the order itself will be subject to the order confirmation process. The order of the Customer (reseller or not) constitutes a firm and irrevocable proposal of purchase. No order can be cancelled without written placet of the Supplier MARRONE SRL. In any case, the right of MARRONE SRL to claim compensation for damages against the Customer for cancellation of orders remains unaffected. All orders in addition to the main supply shall always be subject to these general contractual conditions. MARRONE SRL is recognised as having the faculty to assign the credits deriving from this contract to third parties, as well as the contract itself. A similar faculty, of cession of credits and of the contract, is not recognised to the Customer.
2.5 MARRONE SRL retains the ownership and copyrights on all technical and commercial documentation prepared by it.
Art. 3 Payment and Delivery Terms. Suspension of the Supply(s)
3.1 The Supplier may revoke or modify, restricting them, the payment extensions originally granted to the Customer if the same does not provide the promised guarantees or if the commercial, economic and financial references of the same do not offer, if modified during the course of the relationship, suitable guarantees for the successful completion of the supply. Under the same conditions, MARRONE SRL may also suspend the execution of the supply or supplies in progress with the same Customer. The same applies in the case of insolvencies, even if related to supplies different from the one subject to suspension.
3.2 Once the production of the goods object of the supply has been completed, if the hypotheses referred to in the preceding paragraph occur, the Customer is obliged to take back with contextual payment the manufactured goods prepared by MARRONE SRL, under penalty of compulsory execution ex art. 1515 of the Civil Code and compensation for damages.
3.3 Should the Customer request the Supplier to directly provide for the delivery of the supply, the former shall be responsible for the transport costs to be paid to MARRONE SRL prior to the execution of the same: in this case, the Customer shall also be responsible for the risks of loss and/or damage connected to the transport without any charge being made to MARRONE SRL. The delivery of the goods does not in any case provide for their unloading at destination, which remains the responsibility of the Customer.
3.4 As a general rule, the delivery of the goods takes place ‘ex-warehouse or ex-works’ (c.d. ‘EX WORKS’) at the premises of MARRONE SRL in Zoppola (PN). In this case, the goods must be collected by the Customer within and no later than 7 (seven) days from receipt of the communication with which the Supplier advises that the goods are ready for collection.
3.5 For each day of delay in collecting the goods, the Customer shall be charged a penalty in the amount of 0.1% of the purchase price of the same, without prejudice to any greater damages. This is without prejudice to the Supplier's right to deposit the goods, on behalf of and at the expense of the Customer, in a public storage facility pursuant to Article 1514 of the Italian Civil Code.
3.6 If, upon delivery of the goods, differences result between the order proposal sent by the Client and what is specified in the order confirmation, only what is stated in the Supplier's order confirmation shall be considered valid and effective.
3.7 The delivery terms indicated in the contract, in days rather than fixed dates, are only indicative and not peremptory for the Supplier, it being understood that, in any case, failure to pay, in whole or in part, the down payment referred to in art. 8 below or the different sum agreed between the parties for this purpose, shall entitle MARRONE SRL not to start the production of the order.
3.8 In the case of late payment of the down payment compared to the agreed schedule, MARRONE SRL shall no longer be obliged to respect the delivery term originally agreed with the Customer, being expressly recognized the right to set a new delivery term, with a fixed date rather than days, a term included, in any case, within 12 months from the date of the full crediting of the down payment. The same consequences shall apply if the Customer has not expressly approved the final ‘as built’ or ‘shop drawing’ projects sent by MARRONE S.r.l.
3.9 In the case of forfeiture of the benefit of the term referred to in art. 9 below, any production activities and delivery terms imposed on MARRONE S.r.l. for supplies in progress and/or new orders shall be automatically suspended until full payment by the Customer of the outstanding debts towards the Supplier, excluding any form of compensation for damages in favour of the Customer. In the event of forfeiture of the benefit of the term of the Customer, MARRONE S.r.l., once payment has been made, shall identify a new delivery term, with a fixed date rather than days, a term included, in any case, within the 12 months following the crediting of the balance of the supply(s) suspended due to the Customer's non-fulfilment. In any case, MARRONE S.r.l. shall not be liable for any damages suffered.
3.10 Any delays shall not give rise to compensation for damages nor to cancellation or reduction of the order, and unforeseen events, such as strikes, power cuts, fires, transport difficulties, machine breakdowns, difficulties in supplying raw materials, etc., shall constitute cases of force majeure for the Supplier. In the event of non-delivery of the goods prepared, for reasons beyond the Supplier's control, the payment terms shall still run from the notice of ready goods and, at the expense of the Customer, storage/deposit costs of €20.00 per cubic metre of material shall be charged, releasing the Supplier from any liability for fire or damage. This is without prejudice to the compensation for any greater damage suffered by MARRONE S.R.L., in addition to the penalty for delay referred to in paragraph 3.5 of this Article.
3.11 If, prior to their execution, the fulfilment of MARRONE SRL's obligations has become - for any reason unforeseeable by an entrepreneur in the sector with normal experience - excessively onerous in relation to the original agreed counter-performance - so as to modify the relationship itself by 10% or more - MARRONE SRL may request a revision of the contractual conditions or, failing agreement within 15 days from the request, withdraw from the contract without any charges and/or penalties of any kind and without the Customer being able to claim anything by way of restitution, compensation and/or compensation.
3.12 In the event of delays in delivery, the Client may not terminate the contract for non-performance by the Supplier, except in the event that the delay exceeds 180 working days from the contractually agreed delivery date - i.e. pursuant to the provisions of paragraphs 3.8 and 3.9 above - and provided that the causes of the delay are attributable to the Supplier's gross negligence.
Art. 4 Transport. Packaging and Returns
4.1 The goods travel at the risk and peril of the Customer unless otherwise agreed in writing. For all intents and purposes, delivery of the goods shall be understood to have been made at the time of delivery to the carrier or forwarding agent and the contract shall always be deemed concluded at the Supplier's premises, even if the negotiations have been conducted by Agents who shall always be understood to have no power of representation over the same. The provisions of Article 3.3 above remain unaffected.
4.2 In the event of a discrepancy between the quantity of the goods indicated in the delivery note or other equivalent document (C.M.R. etc.) and that which the Customer declares to have received, the quantity indicated in the transport document or other equivalent document adopted by the parties themselves (C.M.R. etc.) shall prevail.
4.3 The packaging of the goods sold shall comply with the standard for both transport by land, rail and road, and transport by sea. Packaging that differs from the standard adopted by the Supplier shall entail a price surcharge to be agreed upon in the order.
Art. 4 Transport. Packaging and Returns
4.4 In the absence of specific agreements for special packaging, MARRONE SRL will provide as per its own practice for the execution of the same, which the Customer acknowledges to be carried out in a workmanlike manner. The Supplier will not accept the return of the above packaging unless there are special agreements for special packaging or pallets or other.
4.5 MARRONE SRL shall not accept returns of goods unless expressly authorised by the same in writing in advance.
4.6 In the event that MARRONE SRL authorises the return of products in writing, these must be returned in their original packaging. The returned goods must be accompanied by a return delivery note or other equivalent document containing the quantity and description of the returned items. In the case of returns not authorised by MARRONE SRL, these will be rejected and returned at the sender's expense who will also be charged for any other related charges.
Art. 5 Prices
5.1 Prices, VAT excluded, are for goods delivered ‘ex works’ in Zoppola (PN), unless otherwise agreed in writing. Prices shall be understood as unit prices.
5.2 The prices do not include export charges (customs duties, import tax, etc.), as well as loading/unloading, transport and insurance costs, which shall be borne by the Customer.
Art. 6 Complaints
6.1 Complaints of any kind and those of apparent defects in order to be valid must be made by certified e-mail or by registered letter with return receipt, in Italian language, directly to the Supplier's head office within the peremptory term, under penalty of forfeiture, of 8 (eight) days from the arrival of the goods, without prejudice, in any case, to the provisions of paragraphs 6.6 and 6.7 below.
6.2 In no case may the non-conformity of the colour or finish of the material supplied with respect to what is represented in the MARRONE SRL catalogues constitute a valid claim. The colours of the articles represented in the images in the Catalogues, the Supplier's Website, Magazines and anything else, are purely indicative, as the images themselves must be understood as purely indicative of MARRONE SRL production. The Supplier reserves the right to modify, without any obligation to give prior notice, the technical and aesthetic characteristics of its production according to the continuous technological evolution, guaranteeing in any case the quality of the material supplied.
6.3 The Client acknowledges that the product supplied may differ in appearance and, in some cases, in dimensions compared to what is represented in the illustrative material of MARRONE SRL (Catalogues, Executive Drawings, Internet Site, advertisements in Specialised Magazines etc.).
6.4 Considering the type of material supplied by MARRONE SRL, any non-homogeneous colour of the products sold shall not constitute the object of a claim.
6.5 Any changes to the final product made by MARRONE SRL compared to the executives delivered by the Customer shall never constitute the object of any complaint and/or contestation for any claimed discrepancies of the executed product compared to the designed one, only the final ‘as built’ or ‘shop drawing’ drawings countersigned for acceptance, prepared by MARRONE SRL itself or presumably accepted by the Customer in accordance with the above article 2.2 being valid for this purpose.
6.6 Once the material is delivered to the Customer (delivery is always considered perfected at the premises of the Supplier), it is considered accepted and appreciated by the same with the signing of the delivery note, either directly or through the appointed transporter, both in relation to the quality and number of pieces and accessories. The Supplier assumes no responsibility for shortages or alteration of the materials for any cause after direct delivery to the Client or to the transporter, which always intervenes at the MARRONE SRL premises.
6.7 The consignee undertakes to carefully examine the goods upon delivery at MARRONE SRL's premises and to note in writing any discrepancies or damages. Missing, damaged or tampered packages shall be absolutely indicated on the delivery note of the goods before the signature of the same by the consignee, a copy of which shall be promptly delivered/sent to the MARRONE SRL Supplier under penalty of forfeiture of the Client's rights within and not later than 3 (three) working days following the delivery itself, which always takes place at the MARRONE SRL premises. Generic reservations will not be accepted by MARRONE SRL, such as, for example, phrases such as ‘subject to subsequent control’ and other similar phrases.
6.8 Complaints against invoice evidence must be made equally within the peremptory term of 8 (eight) days from the arrival of the invoice, which will be issued within the term established by law or conventionally agreed between the parties.
6.9 Any defects of conformity that are not evident and not identifiable following the verification of the goods upon delivery at the MARRONE SRL headquarters must be reported by the Client, under penalty of forfeiture, by certified email or registered letter A/R, in Italian or English, directly to the Supplier's premises within the peremptory term of 8 (eight) days from the moment in which the goods themselves arrived at the Client's premises.
6.10 Any other form of communication of the existence of flaws and/or defects and/or lack of conformity of the goods shall not be suitable to avoid forfeiture if not made in the forms and terms provided for in the above paragraphs.
Art. 7 Supplier's guarantee
7.1 The Client shall grant the Supplier all use tolerances on dimensions and accessory types. In the event that the goods cannot be partially used due to material or other defects objectively attributable to the Supplier, the Supplier undertakes to repair and/or replace it in the shortest time possible or, if it is impossible to repair and/or replace the product, to proceed to a reduction of the price paid, excluding to the Client any other right or claim for any reason. The amount of the reduction of the price paid by the Customer to MARRONE SRL shall never exceed 40% of the price actually paid for the product in dispute and in any case the determination of the reduction shall be referred to the evaluation of third party technicians designated by MARRONE SRL.
7.2 MARRONE SRL does not provide any guarantee regarding the compatibility of the products with other products used by the Customer and/or the final purchaser of the latter, nor does it provide any guarantee regarding the suitability of the products for the specific use desired by the final purchaser of the Customer and/or the Customer.
7.3 The Supplier shall not be liable for damage to the supplied goods resulting from negligence and/or failure to comply with the instructions for use by the Customer and/or third parties.
7.4 Complaints received in any other way than as provided for in Article 6 ‘COMPLAINTS’ shall not be taken into consideration.
7.5 The authorization to send replacement goods under warranty is always conditioned to the effective verification by MARRONE SRL of the validity of the complaints of the Client: the same will be obliged to pay the goods ordered in substitution except for the subsequent crediting procedure mentioned below. The eventual crediting will take place only after the Supplier has authorised the collection and received back the contested goods, having verified the causes of the claim itself. If, upon analysis of the returned material, the causes of complaint prove to be unfounded because the defects/defects complained of are not attributable to the Supplier, the Customer shall not be entitled to any credit.
7.6 All the items supplied by the Supplier are guaranteed, except as better specified in art. 6 above, for quality and workmanship in a workmanlike manner for 12 months from the date of delivery, which is always at the MARRONE SRL premises. Any repair costs carried out directly by the Client or by third party companies commissioned by the same, without prior, specific written authorisation from the Supplier MARRONE SRL, shall not be recognised.
7.7 In order for the warranty to be operative, the Customer must return the material to the MARRONE SRL premises, accompanied by a regular return note, reporting the invoice number and serial number of the equipment to which the component to be replaced belongs.
7.8 Specifically excluded from the Vendor's guarantee are knobs, movable or removable plastic parts, pilot lights, glass parts, external piping and any accessories. Also excluded from the Supplier's guarantee are all parts damaged during or due to transport, bad and incorrect installation or maintenance, insufficient capacity or abnormality of electrical, plumbing and gas/steam supply systems, insufficient chimneys and drains, poor quality fuel, neglect or inability to use, tampering, use of unsuitable pans and accessories and in any case for causes not depending on MARRONE SRL.
7.9 The warranty is valid only for the direct Customer of MARRONE SRL and cannot be activated by third parties having cause from the Customer, except in cases provided for by mandatory provisions of Italian law. 7.10 In any case, the warranty does not include collection at the Customer's premises, as well as the labor necessary for the assembly of the replaced or repaired component and any other related charges.
Art. 8 Payment methods, Allocation of payments, interest on late payments
8.1 Payments must be made in the manner indicated by the Supplier in the order confirmation. If the goods supplied are made to measure, payments must be made, unless otherwise agreed in writing between the parties, as to 50% as a deposit upon receipt of the order confirmation or the final “as built” or “shop drawing” projects drawn up by MARRONE SRL referred to in article 2.1 above and as to the remaining balance, at least 7 (seven) days before the date scheduled for delivery of the goods to the premises of MARRONE SRL.
8.2 Unless otherwise indicated by the Supplier, only payments made directly to the Supplier’s premises will have a discharging effect and any delays will be subject to legal interest according to the amount set out in Legislative Decree 231/02 or to the legal rate increased by two percentage points if the supply is to be made to a consumer. The Supplier reserves the right, in derogation of art. 1193 of the Civil Code, to attribute any payment to the oldest debts, regardless of any different indication by the Customer.
8.3 The terms and methods of payment indicated in the order confirmation and in the invoice are considered peremptory and binding and different conditions are not accepted unless expressly agreed in writing with the Supplier.
8.4 Any charges connected to the payment of the consideration (bank commissions, stamps, etc.) remain the responsibility of the Customer and the relative amount will be shown on the invoice issued by MARRONE SRL;
8.5 The failure and/or delay and/or partial payment of even a single instalment constitutes, by express will of the parties, a case of serious contractual breach by the Customer pursuant to art. 1455 of the Italian Civil Code and will constitute grounds for termination ipso iure of the contract pursuant to art. 1456 c.c., with the right in any case for the Supplier to suspend the work/supplies still to be carried out even if they refer to another contract, it being agreed that the sums paid up to that point are by right retained by the Supplier as compensation, without prejudice to the compensation for any further damages.
8.6 In the event of payment in installments, without prejudice to the above-mentioned right, the advances will be charged first to cover the value added tax (if applicable) and then to the taxable amount of the consideration indicated on the invoice.
8.7 Payments may never be suspended or delayed - not even in part - for any reason and the Customer is precluded from raising any dispute before having correctly fulfilled the payment obligation. Offsetting with any credits claimed by the Customer against MARRONE SRL is not permitted unless prior written authorization from the Supplier. Once the expected payment terms have elapsed, the Supplier is authorized to issue Ri.Ba. without further notice, with the related costs charged to the Customer. Any exemptions or tax breaks must be specifically communicated by the Customer at the time of ordering, otherwise the Supplier will apply the normal legal rates.
Art. 9 Forfeiture of the Benefit of the Term
In the event of agreed installment payments, failure and/or delay in payment, in full and/or in part, even of a single installment within the agreed timeframe, will cause the immediate and automatic forfeiture of the benefit of the term for subsequent installments by the Customer pursuant to art. 1186 of the Civil Code, with the Supplier having the right to demand the entire agreed fee even if it relates to different orders. The issuing of bank notes and, more generally, of credit instruments and any commercial agreements agreed between the parties do not constitute a novation of the original payment obligation.
Art. 10 Retention of Title
10.1 The ownership of the goods is reserved to the Supplier, with express prohibition for the Customer to transfer/alienate the goods until the invoice is paid in full, even if settled with bills of exchange and that is until the actual payment of the same. The payments made, in the event of non-fulfilment by the Customer, will benefit the Supplier as compensation for the dismantling costs, material depreciation, without prejudice to greater damages and this in derogation of the provisions of art. 1526 of the Civil Code, without the possibility of reduction by the Judge. The Supplier is authorised to bring to the attention of interested third parties the contract and the retention of title agreement finalised with the Customer by means of receipt of the order proposal. The Customer is obliged, under penalty of compensation for damages to the Supplier, to inform any of its assignees of the existence of the retention of title agreement between them.
10.2 Until the Customer has acquired ownership of the goods, the Customer will be obliged to store them in a suitable place, keeping them separate from the goods already purchased or in any case in such a way that the former are easily identifiable. Furthermore, the Customer must take out a suitable insurance policy against damages and show the relevant contract to the Supplier, upon simple request of the latter.
10.3 The Customer undertakes to immediately communicate to MARRONE SRL any enforcement actions, burdens or encumbrances on the goods subject to retention of title, in order to allow the Supplier to assert its rights.
10.4 Without prejudice to the prohibition referred to in the above paragraph 10.1, the Customer, as a guarantee of all obligations, including future ones, undertaken towards MARRONE SRL, hereby assigns to the Supplier all credits that may accrue as a result of the transfer to third parties of the goods subject to retention of title.
10.5 MARRONE SRL, if requested by the Customer, may, at its sole discretion, release the retention of title, thus allowing the Customer to acquire full ownership of the goods before payment of the entire consideration.
Art. 11 Interpretation - Amendments
11.1 Any reference to prices, general conditions or other information material of MARRONE SRL is understood to refer to the documents in force at the time of the reference itself, unless otherwise specified.
11.2 Except in the cases provided for in these general conditions, any modification made by the parties to the contracts to which these general conditions apply must be made in writing, under penalty of nullity. The derogation from one or more provisions of these general conditions must not be interpreted extensively or by analogy and does not imply the intention to disapply this article as a whole. The possible ineffectiveness of one or more clauses of this article does not deprive it of effectiveness as a whole which, except for the unenforceability of the invalidated clause, will continue, for the rest, to regulate the present and future relationships between the parties.