- CONTRACT: These contract terms and conditions apply to the sales contract between TAPPEZZERIA NAUTICA TOTI BENITO srl (henceforth the “Company””) and your company (henceforth “Client”), which is formed of the quotation, order and order confirmation with the special terms, subject to the products listed in the order confirmation (henceforth “Products”). The general terms and conditions shall be considered the exclusive terms governing the supply, unless otherwise indicated in the order confirmation. Client shall forward all orders by fax, email, phone; orders shall be valid upon order confirmation by the Company within the non binding term of ten days from order’s receipt.
- PAYMENT TERMS AND CONDITIONS – DELAYS: All prices for the supply and payment conditions are settled in the order confirmation. All prices are VAT excluded. In case of payment delay with respect to the established deadlines, an interest rate will be applied equal to the rate given in Legislative Decree n. 231/2002 as amended. In such a case, all forms of instalments will cease and the Company has the right to ask for immediate payment of the outstanding invoices. In case of unpaid bank receipt, the Company is entitled to ask for payment of the related bank expenses up to Euro 50,00= for single receipt.
Company’s invoices will be issued, save as otherwise agreed, at the end of the production and/or supply of the Products. If the Client requires modifications and/or additions to the terms stated in the order confirmation, the Company will hold the right to accept or deny such variations, which will have to be agreed upon. For each modification or variation accepted, the Company will inform the Client about the new delivery terms and additional costs arising from the execution of the requested modifications. Accordingly, also the delivery terms of the Products, including the installation carried out by the Company, will be modified. Price differences, new payment methods, new delivery terms by contract, if any, new features and new warranties, if any, shall be agreed upon by the parties through written document prior to execution of the additions and/or variants.
- DELIVERY: Every trade term (Ex Works, FOB, CIF, and others) mentioned in the order confirmation complies with the INCOTERMS of the International Chamber of Commerce, except for any derogations differently agreed upon by the parties in the order confirmation. Transport to destination, at the place indicated by the Client, and transport insurance, covering the worth of the Products supplied, are the responsibility of the Client, unless differently stated in the order confirmation. In case of modifications to the supply which were agreed upon by the parties following the date of the contract completion, in compliance with the following art. 2, or when delay is caused by an event of force majeure, Company may extend the delivery terms established in the order confirmation, through a simple notice via fax or e-mail. Saved as otherwise agreed by the Parties, if Client does not withdraw the Products within ten days from the notice by the Company that the Products are ready, the Company is entitled to issue the related invoice and ask to the Client all additional costs. In this latter case, risk for damage, loss and/or theft of the Products is borne by the Client.
- WARRANTY: The warranty for faults, defects, non-conformity, lack of quality and/or correct functioning is valid for twelve (12) months from the date of delivery of the Products in the Client’s premises and remains valid for this term as long as the Client has satisfied all the payment obligations. In the period in which the warranty is in force the Company, at its own choice,
a) will replace the defective goods at its own expenses;
b) will repair free of charge at its own production site, the defective parts of. The Client is obliged to return the defective components, who, after the substitution, will keep them indefinitely.
c) will return the price
All wear and tear parts, consumable parts and those which have been damaged because of improper use and/or interventions and/or works by the Client are not included in the warranty. Repairs and/or replacements carried out during the warranty period do not prolong the duration of the guarantee of the whole system, so the new warranty period will only be for the replaced part.
Company is not liable for the defects caused by noncompliance with the instruction manual, by misuse or ill treatment of the Products or because of modifications and repairs carried out by the Client, without previous written approval by the Company.
The Client, under penalty of cancellation, will have to notice the defect of the Products explaining in detail its nature, within 30 days from the delivery date and, if hidden faults are concerned that were not discovered upon delivery, from the date of discovering the defect or from the day in which the defect should have been found. The guarantee lapses, if the Client does not allow the Company to carry out the necessary checks or in the case in which the Company asked for the defective piece to be returned at its own expenses, but does not return such piece within the requested time.
This warranty replaces all other remedies provided by the applicable laws, included compensation for damages.
- ORDERS INTERRUPTION AND/OR CANCELLATION: The Company has the right to stop supply and/or to cancel existing orders should Client sensibly diminish its financial conditions and/or become insolvent. The Company, in this cases, is entitled to deliver the Products upon the release by the Client of adequate guarantees.
- UNFORESEEN CIRCUMSTANCES AND FORCE MAJEURE: the Company will not be responsible for failing to satisfy any contractual obligation or delays caused by or derived from earthquake, fire, flood, pandemic, invasion, uprising, revolt, civil or military orders, states of alarm, mobilisation, blockades, war (including in countries indirectly involved with the supply), strike, trade union actions, sit-ins, lock-outs, embargoes, interruption in any form of transport, and any other circumstance that is beyond the control of the Company, even if not expressly listed herein. The delivery term will be suspended for the duration of any of the above causes for delay in fulfilling the contract.
The Company has the right to terminate the contract with the Client in the event the force majeure/unforeseen event lasts for more than 30 days.
- APPLICABLE LAW AND DISPUTES RESOLUTION: The interpretation, validity and execution of these Terms and Conditions, the Special Terms in the Order Confirmation and the entire contract agreement between the Company and the Client are ruled exclusively by Italian law. Any disputes deriving from or in connection with the contract shall be handled exclusively by the Court House of Bergamo (Italy).