General conditions of Sale
These general conditions of sale (the “General Conditions”) govern all sales of the Products (as defined hereinafter) between Valente S.r.l. (the “Seller”) and any person not falling within the definition of “consumer” set out in art. 3 of Legislative Decree no. 206 of 6 September 2005 as subsequently amended (the “Client”). Unless otherwise agreed in writing, the General Conditions shall prevail over any other possible conflicting provision contained in forms or other documents used by the Seller or the Client (together, the “Parties”).
1.1 The subject of the sales governed by these General Conditions are the goods present in the Seller’s lists in force at the time of submission of the purchase order by the Client (the “Products”).
1.2 The sending of lists or catalogues shall not be deemed to be a formal offer by the Seller, who may modify the same at any time without giving prior notice. Unless otherwise agreed in writing, any information or data regarding the characteristics and/or technical specifications of the Products contained in the Seller’s lists, catalogues or other illustrative materials shall not be binding on the Seller.
1.3 The Seller reserves the right to modify the Products in any way that may result necessary or appropriate, yet without changing their fundamental characteristics.
- ORDERS AND CONFIRMATIONS
2.1 The Client shall make orders by filling in the forms provided by the Seller (the “Order Forms”) and delivering or sending them by post, fax or e-mail.
2.2 Each order shall be considered effective and binding on the Client in accordance with Article 1329 of the Italian Civil Code until confirmed by the Seller and, in any case, not later than 30 (thirty) days from its receipt.
2.3 Order Forms shall be considered accepted by the Seller upon receipt by the Client of the order confirmation issued by the Seller (the “Order Confirmation”).
2.4 Should the Order Confirmation contain amendments with respect to the Order Form, the amendments shall be considered as tacitly accepted 5 (five) working days from receipt of the Order Confirmation unless the Client has raised its objection in writing.
2.5 Should an order be cancelled or if the Products remain uncollected, even in part, the Client shall pay a penalty equal to 30% of the value of the cancelled orders and/or uncollected Products, without prejudice to the Seller’s right to claim further compensation.
2.6 The delivery of a quantity of Products which is greater or lower than 5% of the quantity ordered and accepted shall be deemed to conform with the Order Form.
2.7 Without prejudice to the fulfilment of orders that have already been confirmed, the Seller may at any time and without prior notice suspend and/or cease the production of the Products without the Client being entitled to raise any complaint or claim in this regard.
- SALES PRICE
3.1 Unless otherwise agreed in writing, the price of the Products (the “Price”) shall be that stated on the Seller’s price list in force on the date of sending the Order Confirmation.
3.2 The Price is expressed in Euros (EUR).
- PAYMENT CONDITIONS
4.1 Upon transmission of the Order Form, the Client shall pay 20% (twenty per cent) of the total Price in advance. The outstanding balance must be paid upon delivery in accordance with the terms and deadlines indicated on the Order Form.
4.2 Notwithstanding the provisions of paragraph 4.1, should the Parties have agreed that payment shall be effected, in whole or in part, after the delivery of the Products, the Client must provide the Seller, upon transmission of the Order Form, with a suitable autonomous first demand guarantee issued by a first class bank of a country which is not at risk, for the entire outstanding amount or, alternatively, a stand-by credit letter in accordance with the terms and conditions specified in the Order Confirmation sent from the Seller to the Client.
4.3 Should such payment be made by documented credit, the same must be issued in accordance with the terms and the indications that, from time to time, the Seller shall indicate in the Order Confirmation.
4.4 Any payment is intended as effected or due at the Seller’s place of business. Bills of exchange or cheques are not accepted forms of payment. In any case the Client shall bear all relevant paperwork costs and associated bank charges.
- NON-PAYMENT OR DELAYED PAYMENT
5.1 Should a payment be delayed in whole or in part, the Client will be liable to pay interest to the Seller on the due amount in accordance with Art. 5 of Legislative Decree no. 231/2002.
5.2 In the event that the Client delays a payment in whole or in part, even if related to previous supplies, the Seller may suspend any supply in progress, terminate the relevant contract and retain as pre-liquidated damages all sums already cashed in advance, without prejudice to its right to claim further damages.
5.3 In the case of payment of the Price in instalments, the failure by the Client to pay even one instalment or the reduction of the security granted (in both cases even if related to a previous supply) will automatically cause the loss of the benefit of instalments.
- RETENTION OF TITLE
6.1 Ownership of the Products remains vested with the Seller and shall not pass to the Client until payment of the Price is made by the latter in full and, should the payment be extraordinarily made by way of cheques or bills of exchange, until the Seller has received from the Bank the communication that the cheques and bills of exchange have been paid in full. Nevertheless, all the risks deriving from loss or damage to the Products for whatsoever reason will pass to the Client from the time of delivery of the Products in accordance with the rule adopted from time to time with reference to the Incoterms® 2020.
6.2 The Client shall bear all costs necessary for the registration of the retention of title.
6.3 The Client may resell the Products to third parties even before the Price has been entirely paid. In such a case, the Client shall carry out at its own cost all acts and formalities required by local laws in order to render such retention of title enforceable against third parties. The Seller shall automatically replace the Client with regard to rights vis-à-vis third parties and the proceeds of the sale – until payment of the price in full – shall be received by the Client on behalf of the Seller, or directly by the latter.
6.4 The Client must inform the Seller within 24 hours of each and any enforcement proceedings or interim injunction filed by third parties on the Products under reservation of title. The Client shall remain, in any case, liable to the Seller for any expense or damage suffered in relation to such acts.
7.1 Unless otherwise indicated in the Order Confirmation, the delivery of the Products shall be to FCA Via Luigi Galvani 2/4 Campodarsego (Padua), Italy, in accordance with the Incoterms® 2020. Within 5 working days of the Seller giving the Client notice that the Products are ready for delivery, the Client shall appoint a carrier or a forwarding agent. The Seller warrants that the Products shall be packaged in accordance with the custom of the business sector and suitable for the agreed means of transport.
7.2 If the Client fails to appoint a carrier or a forwarding agent within the aforementioned term or if the carrier or if the forwarding agent appointed by the Client fails to collect the Products in time, the Client shall pay the Seller, as compensation for storage – an amount equal to 5% of the price of the purchased Products indicated on the invoice, calculated per month or part of month.
7.3 In the event that the Client fails to collect the Products within 5 working days of the notice of availability of the Products, the Seller, as an alternative to paragraph 7.2, may, at its sole discretion, send the Products as it, from time to time, deems most opportune, or may ship the Products at the Client’s expense and inform the latter of the terms and conditions of shipment. Should the Client refuse to take delivery of the Products, the contract shall terminate automatically, and the Seller shall be entitled to claim the penalty set out in paragraph 2.5 as well as further damages.
7.4 The delivery terms specified in the Order Confirmation are merely indicative and shall not be deemed to be an essential characteristic. Such terms shall be deemed automatically extended in case of late payment by the Client of even one instalment or in case of amendments to the supply requested by the Client after the execution of the contract or in the case of late receipt of the autonomous first demand guarantee issued by the bank and/or delay of notice on the part of the bank giving documented credit or of the stand-by credit letter, in accordance with the terms and instructions contained in the Order Confirmation.
- WARRANTY OF PRODUCTS
8.1 The Seller guarantees that the Products are free from material and workmanship defects under normal use and are compliant with the specifications contained in the Seller’s catalogues.
8.2 Unless specifically agreed in writing between the Parties, the Seller undertakes to remedy the defects or faults with the Products, provided that such defects or faults (i) are not due to normal deterioration and/or inappropriate use and/or incorrect maintenance by the Client and (ii) have been notified in writing to the Seller within 8 (eight) days from the delivery date or, in the case of latent defects, from the date of their discovery.
8.3 In the event of Products defects or faults, the Seller shall, at its discretion, repair or replace to FCA (Incoterms® 2020) Via Luigi Galvani 2/4 Campodarsego (Padova), Italy the Product or its defective parts. The Client is expressly excluded from terminating the contract and/or claiming damages.
8.4 Such warranty will be valid for a period of 12 (twelve) months from the date of delivery of the Products on the basis of the adopted Incoterms® 2020 (the “Warranty Period”) and may not, in any case, be suspended or extended as a consequence of the non-use of the Product by the Client, even if due to repair under warranty.
8.5 It remains understood that this warranty (i.e. the obligation to repair or replace the Products) absorbs and replaces any other form of guarantee or liability (both contractual and extra-contractual) provided for by law with regard to the supplied Products, and in particular the Seller shall not be liable for direct, indirect, incidental or consequential damages which may derive from the defective nature and/or the non-conformity of the Product.
8.6 Any claim or dispute raised by the Client about the Products shall not entitle the Client to suspend or delay the payments for the Products, including those forming the object of claim and other supplies.
- INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights, as defined below, on Products, catalogues, manuals and other materials made available to the Client in connection with the Products, are and remain the exclusive property of the Seller. These General Conditions do not grant to the Client a license or any other right relating to such Intellectual Property Rights, except for the limited use of the Products pursuant to, and in accordance with, these General Conditions.
9.2. For the purposes of these General Conditions, Intellectual Property Rights shall mean copyrights, patents, trademarks, designs, schemes, know-how and any other type of intellectual property protection, whether registered or not.
- CODE OF ETHICS
10.1 The Client confirms that it has read and agrees to the provisions of the Code of Ethics adopted by the Seller pursuant to Legislative Decree 231/01 on criminal liability of legal entities available at the website www.valentepali.com , the rules of which are binding upon the Parties and part of their contract.
10.2 Failure by the Client to comply with any of the provisions contained in the Code of Ethics will constitute a serious breach pursuant to and for the purposes of art. 1456 of the Italian Civil Code and will entitle the Seller to terminate the contract between the Parties, without prejudice to the right for damages.
- APPLICABLE LAW AND COMPETENT JURISDICTION
11.1 The supply and installation forming, the object of these General Conditions are governed by Italian Law, with the express exclusion of the application of the Vienna Convention on Contracts for the International Sales of Goods (with the exception of Article 8 and Article 11 of the Convention, which shall prevail over any other conflicting provision of Italian law).
11.2 Every dispute arising between the Parties in relation to the General Conditions and in relations to contracts regulated by the same shall be submitted to the exclusive jurisdiction of the Court of Padua (Italy). As a partial derogation to that provided above, the Seller shall have the right to elect, at its discretion, the Court where the Client has its registered office or place of business.