IGLU Cold Systems S.r.l.
GENERAL CONDITIONS OF SALE
Version no. 4/2019
These general contractual conditions cancel and replace all previous ones
Art. 1 GENERAL PROVISIONS
These general conditions, available and accessible to the homepage of IGLU COLD SYSTEMS SRL at the following web address: URL:\\http:www.iglu.it, govern all present and future sales contracts between the Parties, barring any exceptions for the specific case promptly agreed in writing between the Parties. Any exemptions to the provisions in this document agreed between IGLU COLD SYSTEMS SRL and its customer apply only for a single supply to which they refer and do not undermine the effectiveness of the document as a whole and, therefore, continue to apply to the present and future relationship between the Parties except as specifically agreed in writing for the specific case. These general contractual conditions are intended as applicable to all production of IGLU COLD SYSTEMS SRL regardless of reference to a specific Catalog and/or Price list. Under the Art. 1341/1342 of the Civil Code, specifically approving this article, the Customer waives to apply its general contractual conditions to IGLU COLD SYSTEMS SRL and agree that IGLU COLD SYSTEMS SRL can unilaterally change the content of these general conditions to be applied to all future contractual relationships with the same Customer. In no event IGLU COLD SYSTEMS SRL will be considered a Contractor to the Buyer. In the case of contractual notices and/or documents drawn up both in Italian and foreign language, the Parties agree that, in case of doubt about the exact meaning to be attributed to certain terms, phrases, and/or sentences used by the Parties according to language rather than the other one, should be without regard to the meaning obtainable from them according to the Italian language, to be understood, for the effect, as the prevailing and/or elective language.
Art. 2 ITEMS AND SUBJECT OF THE CONTRACT.
PURCHASE ORDERS. CANCELLATION OF PURCHASE ORDERS. NEW ORDERS AND ADDITIONS
The purchase order shall be sent to IGLU COLD SYSTEMS SRL by fax or mail signed for acceptance by the Customer and will be considered as a proposed order, and filled in, under penalty of inadmissibility, in all its parts (Buyer name, address, contact person, item code, telephone and fax number, support bank, etc), on the forms provided by IGLU COLD SYSTEMS SRL.
The purchase order proposals are not binding for the Seller and orders are accepted only after its written confirmation. It prevails between the Parties only the text of the purchase order signed by the Customer and in possession of the Seller. The acceptance of the purchase order by IGLU COLD SYSTEMS SRL may also consist in its execution.
The being signing the purchase order is responsible for the supply payment even if ordered on behalf of third parties and jointly with these. The signature on the purchase order obliges jointly the Signer with the Buyer reported on the purchase order header with no time limit, in express derogation from Article 1957 of the Civil Code.
Any change of quantity, quality and type of goods to be delivered compared to the proposed order signed by the Customer must be, previously, accepted by IGLU COLD SYSTEMS SRL. If the order has not been subject to production and is therefore possible to accept the change requested by the Customer, the same purchase order will be subject to the order confirmation procedure. The order by the Buyer (Retailer or otherwise) is a firm and irrevocable purchase order. No order can be canceled without written consent of the Seller IGLU COLD SYSTEMS SRL. In any case, IGLU COLD SYSTEMS SRL can claim compensation for the damage to the Buyer for the cancellation of orders. All orders in addition to the main supply will always be subject to these general conditions of sale. Additions to an order proposal related to the supply order, for which IGLU COLD SYSTEMS SRL has agreed in writing special conditions derogating from certain provisions of these general conditions with the Customer, will be subject to the general rules of supply covered by this document, unless contrary will of the Parties expressed in writing. IGLU COLD SYSTEMS SRL is entitled to assign its claims arising from this contract, as well as the contract, to third parties. The power related to the transfer of the loans and the contract is recognized to the Customer.
Art. 3 TERMS AND DELIVERY
Deliveries may at any time be interrupted, suspended or canceled by the Seller, without any obligation for compensation. The Seller may cancel or modify the payment terms granted to the Buyer if it does not supply the guarantees promised or if, at the discretion of IGLU COLD SYSTEMS SRL, the trade, economic and financial references of the Buyer, although subsequent to the start of the supply, do not provide adequate assurance for the smooth end of the same, or in case of failure to pay even relating to supplies other than the object of suspension. If the situation referred to in the paragraph above arises, the Buyer is obliged to withdraw and pay the goods prepared, subject to the coercive execution provided for in Article 1515 of the Civil Code and to the compensation for damages.
If the Buyer requires the Seller to directly arrange the delivery of the supply, it shall bear the transport costs to be paid to IGLU COLD SYSTEMS SRL prior to the transport.
The delivery of goods does not provide in any case the unloading which shall be arranged by the Buyer.
As a rule, the goods are delivered "ex warehouse". In this case, the goods will be collected by the Buyer no later than7 days from receipt of the communication by which the Seller notifies it that the goods are ready for collection.
If the delivery of goods will be characterized by differences between the proposed order sent by the Customer and as specified in the order confirmation, it means valid and effective only as reported in the order confirmation of the Seller.
The terms of delivery specified in the contract are only indicative and not mandatory, referring to business days starting from its completion, given that, as long as it will not be paid the advance referred to in Art. 8, the order will not produce and the terms of delivery will not be effective.
In the event of loss of the benefit of the term referred to in Art. 5 below, any production and any terms of delivery imposed on IGLU COLD SYSTEMS SRL for current and/or new supplies will be automatically suspended until full payment by the Buyer of the amounts due to the Seller, excluding any form of compensation in favour of the Buyer.
Any delays cannot give rise to claims for damages or for cancellation or reduction of quantities order. Unplanned events, such as strikes, suspension of electricity, fire, transport difficulties, machine failure, difficult supply of raw materials, etc. constitute force majeure for the Seller. In case of failure to deliver the goods, for reasons not depending on the Seller, they shall be effective also the payment terms of the notice that goods are ready, and the Buyer shall cover the warehousing costs, thus releasing the Seller from any liability for fire or damage.
If, prior to their execution, the fulfillment of obligations of IGLU COLD SYSTEMS SRL has become - for any reason unforeseeable by an entrepreneur in the industry with normal experience - excessively burdensome in relation to the originally agreed consideration - so as to change the ratio in the same extent equal to or greater than 10% - IGLU COLD SYSTEMS SRL may request a revision of the contractual conditions or, failing an agreement within 15 days of the request, may terminate the contract without charges and/or penalties whatsoever and without the Customer can claim anything as refund, compensation and/or indemnization.
In case of delays in delivery, the Customer cannot otherwise resolve the contract for default by the Seller, unless such delay exceeds 180 days of the date of delivery provided for in the contract and provided that the causes for the delay are attributable to severe negligence of the Seller.
Art. 4 TRANSPORT. PACKAGING AND RETURN
The goods travel at Buyer's risk unless otherwise agreed in writing. The delivery of goods to every effect is understood as occurred at the time of delivery to the carrier or freight forwarder and the contract is always concluded at the headquarters of the Seller, even if the negotiations were conducted by agents who must always be understood as nakedness of any representative power. The above is subject to the provisions of the second paragraph of Article 3 above.
If any discrepancies between the quantity of goods indicated in the transport documents and that the Buyer declares that it has received, it prevails what shown the transport document.
The packaging of the goods sold complies with the regulations on transportation by land, on rail vehicles and by sea. Packaging other than the standard one followed by the Seller will result in an increase of the price to be agreed at the time of the purchase order.
In the absence of specific agreements for special packaging, IGLU COLD SYSTEMS SRL will take care of the packing, as usual, and the Buyer acknowledges that packing has been performed in a workmanlike manner. The Seller will not accept the return of the packages above unless there are particular agreements for special packaging or pallets or other.
IGLU COLD SYSTEMS SRL will not accept returned goods unless specifically authorized by it in writing.
If IGLU COLD SYSTEMS SRL authorizes in writing the return of the products, they shall be returned in their original packing and shall be placed on a pallet appropriately serrated. The goods returned must be accompanied by a return transport document showing the quantity and description of the items returned. In case of returns unauthorized by IGLU COLD SYSTEMS SRL, they will be rejected and returned at the expense of the Sender whom the withdrawal costs will also be charged to.
Art. 5 PRICES
Prices, VAT excluded, are those shown on the price lists in force at the time of order and are per goods delivered "ex works" Zoppola (PN), unless otherwise agreed in writing. The prices shall be construed as unitary.
The prices do not include the costs related to export (customs duties, import tax etc), as well as loading/unloading, transportation and insurance, as these amounts shall be borne by the Buyer.
The price of the supplies for quantities lower than any minimum amount shown in the Price List and/or Catalog shall be previously agreed between the Buyer and IGLU COLD SYSTEMS SRL, being worth, failing that, the unit price shown on the Price List plus 6%.
IGLU COLD SYSTEMS SRL reserves the right to apply the surcharges listed in the Catalog and Price List in force at the time of the supply for deliveries to certain geographical areas and/or for orders less than the possible minimum amount reported.
Prices, quotes and discounts are subject to change without notice by IGLU COLD SYSTEMS SRL
All order proposals received after the successful modification of the Price lists, as well as the planned deliveries beyond thirty days of notification of the change, are subject to the new prices.
Art. 6 CLAIMS
Complaints of any kind and those of apparent defects to be valid must be made by certified mail or by registered letter, in Italian, directly to the Seller's headquarters within a deadline of eight days from the arrival of the goods, as this is a sale agreement and not a contract.
In no event, it shall be valid claim any failure to meet the colour of the material to be delivered than what is shown in the catalogs of IGLU COLD SYSTEMS SRL. The colours of the items shown in the images of the Catalogs, the Price lists, the Seller Website, Magazines, etc. are only indicative as the same images shall be construed as indicative of the production of IGLU COLD SYSTEMS SRL. IGLU COLD SYSTEMS SRLreserves the right to change, without 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 sold.
The Buyer acknowledges that the product supplied may differ in appearance and, in some cases, in size than what is shown in the leaflets of IGLU COLD SYSTEMS SRL (Catalogs, Price Lists, Website, advertising on specialized magazines, etc.).
Given the type of material provided by IGLU COLD SYSTEMS SRL any colour inhomogeneity of the products sold cannot be the subject of the claim.
Any changes to the final product made by IGLU COLD SYSTEMS SRL with respect to any executive documents delivered by the Buyer can never be the subject of a complaint and/or dispute for alleged discrepancies with respect to the product manufactured, as, as a result and to that end, only the final drawing, the so-called signed for acceptance and prepared by IGLU applies.
After receiving the Buyer's material for storage purposes, it shall be deemed accepted and liked by it by signing the delivery note, and in relation to the quality as well as the number of parts and accessories for use. The Seller does not take any responsibility for missing items or alteration of the materials after delivery for any reason.
The recipient undertakes to carefully examine the goods upon delivery and to detect any differences or transport damage in writing. Missing, damaged or tampered packages will be strictly specified on the delivery document of the goods prior to the signing thereof by the recipient, a copy of which will be promptly dispatched to the Seller IGLU COLD SYSTEMS SRL subject to the forfeiture of the Buyer's rights no later than 3 (three) business days after delivery. Generic reserves will not be accepted by IGLU COLD SYSTEMS SRL.
Claims against the bill evidence shall be made equally by the final deadline of 8 (eight) days from the receipt of the invoice, which will be issued within the law terms or as agreed between the Parties.
Any lack of conformity that cannot be identified as a result of the check of the goods at the time of delivery must be reported by the Buyer, subject to invalidity, by notice sent by certified email or registered letter, in Italian or English directly to the headquarters of the Seller within a deadline of 8 (eight) days starting from the time when the same goods have been made available.
Any other communicative form of the existence of defects and/or non-compliance of the goods sold will not be liable to disrupt the legal forfeiture if not made in the forms provided on the paragraphs above.
Art. 7 WARRANTY OF THE SELLER
The Buyer shall grant the Seller all manufacturing tolerances of the ancillary dimensions and types. If the goods could not be used for material defects or other defects objectively attributable to the Seller, the Seller is obliged to repair and/or replace it in the shortest possible time or, in case of impossibility of repair and/or replacement of the product, it shall proceed to a reduction of the price paid, excluding all other rights or claims of the Buyer for any reason. The extent of the reduction of the amount paid by the Buyer to IGLU COLD SYSTEMS SRL shall never exceed 40% of the price actually paid for the product disputed and in any case the determination of the reduction will be submitted to the technical assessment of a third party designated by IGLU COLD SYSTEMS SRL
IGLU COLD SYSTEMS SRL does not guarantee the compatibility of products with other products used by the Buyer and/or End Customer, nor grants any guarantee on the suitability of the products for the specific purpose of the End Customer of the Buyer and/or the Buyer itself.
The Seller is not liable for damage to the goods to be delivered resulting from negligence and/or failure to follow the operating instructions by the Buyer and/or third parties.
Those complaints that will be received in manner other those in the provisions of Art. 6 “CLAIMS” will not be taken into account.
The authorization to send the replacement goods under guarantee must always be understood conditioned to the effective check by IGLU COLD SYSTEMS SRL of the validity of the Customer complaints: it is subject to the prior payment of the ordered replacement goods, subject to next steps for accreditation referred to below.
Any credit will be made only after the Seller has authorized the withdrawal and received the goods disputed and checked the reasons of the complaint. If the returned material checked shows that the claim reasons are not attributable to the Seller, the Buyer shall not be entitled to any credit. All items provided by the Seller are guaranteed, except as further specified in Art. 6 above, in terms of quality and workmanship processing, for 12 months from the delivery date, which always takes place at the headquarters of IGLU COLD SYSTEMS SRL. Any repair costs run without specific written authorization of the Seller IGLU COLD SYSTEMS SRL will not be covered.
Knobs, movable or removable plastic parts, indicator lamps, glass parts, external pipes and any accessories are specifically excluded from the guarantee of the Supplier. Also excluded from the warranty of the Supplier are all parts damaged during or due to transportation, bad and incorrect installation or maintenance, due to lack of capacity or abnormality of electrical, plumbing and refrigerant or water, due to insufficient discharges, due to poor refrigerant quality, negligence or inability to use, the tampering, the use of not suitable accessories and, in any case, reasons not depending on IGLU COLD SYSTEMS SRL.
Art. 8 PAYMENT MODES, ALLOCATION OF PAYMENT, DEFAULT INTEREST
The payments must be made in the manner indicated by the Seller in the order confirmation. If the goods supplied are custom made, payments must be made, as to 50% as a down payment upon receipt of the order confirmation and for the remaining balance, at least 7 days before the date of goods delivery, unless otherwise agreed in writing between the Parties.
Unless otherwise specified by the Seller, they will have discharging effect only payments made directly to the Seller and any delays will be subject to legal interests according to the extent provided for by Legislative Decree 231/02 or to the legal rate plus two percentage points where the supply has to be carried out to a end user. The Seller reserves the right, notwithstanding Art. 1193 of the Civil Code, to allocate any payment to the oldest debts, regardless of any otherwise specified by the Buyer.
The terms and conditions of payment shown in the order confirmation and invoice are considered peremptory and unconditional and different conditions are not accepted unless expressly agreed with the Seller.
The failed and/or delayed and/or partial payment of even one installment is, by the express will of the Parties, a serious breach of the contract by the Customer as per Art. 1455 of the Civil Code and will constitute grounds for ipso jure resolution of the contract pursuant to Art. 1456 of the Civil Code with faculty in each case for the Seller to suspend work/supplies still to be executed even if they relate to another contract, being agreed that the sums paid up to that time are retained by the Seller as compensation, except compensation for any more damage.
In the case of fractionated payment, subject to the discretion referred to above, the advance payments will be allocated first to cover value added tax (if applicable) and then the taxable amount shown on the invoice.
Payments can never be suspended, or delayed - even in part - for any reason, and the Buyer has the right to raise any objection before having properly fulfilled the obligation of payment. It is not allowed the offset against any amounts due by the Buyer to IGLU COLD SYSTEMS SRL without the prior written consent of the Seller. After the payment deadline, the Seller is authorized to issue a bank order with no other further notice, with the expenses paid by the Buyer. Any exemptions or tax breaks must be specifically notified by the Buyer at the time of the order, otherwise the Seller will apply the normal rates of Law.
Art. 9 LOSS OF THE TERM BENEFIT
In the event of agreed installment payments, failed and/or delayed full and/or partial payment, even of one installment within the agreed timetable, it will result in the immediate revocation of the Buyer of the term benefit for subsequent installments pursuant to Art. 1186 of the Civil Code with the right of the Seller to demand the entire amount agreed upon even if relating to different orders. The release of bank receivables and more generally of debt securities and any trade agreements agreed between the Parties does not constitute novation of the original obligation to pay.
Art. 10 RETENTION OF TITLE
The ownership of the goods is reserved to the Seller, with express prohibition to the Buyer to dispose of, alienate or incorporate the goods in real estate until payment in full of the invoice, even if settled with bills, that is, until the effective payment of the same. The payments made, in case of non-fulfillment of the Seller, will be in favour of the Seller by way of the removal, material depreciation and transport expenses allowance, unless major damage, and this notwithstanding the provisions in Art. 1526 of the Civil Code without possibility of reduction by the Judge. The Seller is authorized to bring the contract and the agreement perfected with the Buyer by means of receipt of the proposed order to the attention of interested third parties. The Buyer is obliged, subject to pay any damages to the Seller, to inform whether its successor about the existence of the agreement between the Parties.
As long as the Buyer has not acquired the ownership of the goods, it will be obliged to keep the goods in a suitable place, keeping them separate from the assets already purchased or otherwise in such a way that the former items are easily identifiable. The Buyer has also to obtain insurance against damage and show the relevant contract to the Seller, on its simple request.
Art. 11 INTERPRETATION - CHANGES
Every reference to the price lists, general conditions or other informational materials of IGLU COLD SYSTEMS SRL refers to the documents in force at the time of the reference, unless otherwise specified.
Except as provided by these general conditions, any changes made by the Parties to the contracts covered by these general conditions must be made in writing, subjet to nullity. The derogation from one or more provisions of these general conditions shall not be interpreted extensively or by analogy and does not imply the will to disregard the general conditions in their entirety. Any invalidity of one or more clauses of this document does not make it ineffective as a whole that, subject to the unenforceability of the invalidated clause, will continue to govern the present and future relationship between the Parties.