General conditions of Sale

These general conditions of sale (“General Conditions”) govern all sales of the Products (as defined below) between Valente S.r.l. (“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 (“Client”). Unless otherwise agreed in writing, these General Conditions shall prevail over any other conflicting provision contained in forms or other documents used by the Seller or the Client (together, “Parties”).

 

  1. PRODUCTS

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 (“Products”).

1.2 The sending of lists, catalogues or projects 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 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.

 

  1. ORDERS AND CONFIRMATIONS

2.1 The Client shall place orders by post, fax or e-mail. Where possible, the Client shall fill in the specific order forms provided by the Seller.

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, within 30 (thirty) days from its receipt.

2.3 Orders shall be considered accepted upon receipt by the Client of the order confirmation issued by the Seller (“Order Confirmation”).

2.4 Should the Order Confirmation contain amendments with respect to the order, such amendments shall be considered as tacitly accepted 5 (five) business days from receipt of the Order Confirmation unless the Client has raised an objection in writing.

2.5 If an order is cancelled or all or part of the Products remain uncollected, the Client shall pay an amount equal to 30% of the value of the cancelled orders or uncollected Products as liquidated damages, without prejudice to the Seller’s right to claim further damages.

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.

2.7 Without prejudice to the fulfilment of confirmed orders, the Seller may at any time and without prior notice suspend or cease the production of the Products without the Client being entitled to raise any complaint or claim.

 

  1. SALES PRICE

3.1 Unless otherwise agreed in writing, the price of the Products (“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).

 

  1. PAYMENT CONDITIONS

4.1 Within 5 (five) business days from receipt of the Order Confirmation, the Client shall pay 20% (twenty percent) of the total Price in advance. Unless otherwise agreed in writing, the outstanding balance must be paid before delivery in accordance with the agreed term (e.g., if the delivery term is FCA Incoterms® 2020, the balance must be paid before loading the Products on trucks).

4.2 Notwithstanding the provisions of paragraph 4.1, where the payment is to be made, in whole or in part, after delivery, the Client shall, within 5 (five) business days from receipt of the Order Confirmation, provide the Seller with a suitable autonomous on 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.

4.3 Confirmed orders shall not be binding on the Seller unless the advance payment is made or the guarantee/letter of credit is delivered in accordance, respectively, with paragraphs 4.1 and 4.2.

4.4 Should such payment be made by documented credit, the same must be issued in accordance with the terms and the conditions set out in the Order Confirmation.

 

  1. NON-PAYMENT OR DELAYED PAYMENT

5.1 Should a payment be delayed, 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, even if related to previous supplies, the Seller may suspend any supply in progress, terminate the relevant contract and retain as compensation for damages all sums already received, 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 and the Seller shall be entitled to claim payment of the whole unpaid Price.

 

  1. RETENTION OF TITLE

6.1 Ownership of the Products remains vested with the Seller and shall not pass to the Client until the Price has been paid in full or, should the payment be 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 register the retention of title and 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.

 

  1. DELIVERY

7.1 Unless otherwise indicated in the Order Confirmation, the delivery of the Products shall take place according to FCA (Incoterms® 2020) to Via Luigi Galvani 2/4 Campodarsego, Italy. Within 5 (five) business 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, for each month (or fraction of month) of storage, an amount equal to 5% of the invoiced Price.

7.3 In the event that the Client fails to collect the Products within 5 (five) business days of the notice of availability of the Products, the Seller, as an alternative to paragraph 7.2, may, at its sole discretion, dispose of the Products as it deems most opportune or 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 payment of the liquidated damages set out in paragraph 2.5 plus any further damages.

7.4 The delivery terms specified in the Order Confirmation are indicative and shall not be deemed of the essence. Accordingly, the Seller shall not be liable for late delivery (even if such late delivery were to cause the loss of chance for the Client to obtain government grants or loans or tax benefits).

7.5 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 on demand guarantee issued by the bank or delay of notice on the part of the bank giving documented credit or of the stand-by credit letter.

 

  1. WARRANTY

8.1 The Seller warrants 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 otherwise agreed in writing between the Parties, the Seller undertakes to cure the defects or faults with the Products, provided that such defects or faults 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 and are not due to: (i) normal deterioration; (ii) inappropriate use; (iii) incorrect installation (including installation made in breach of the best practices or on unsuitable soil); or incorrect maintenance (including maintenance made in breach of the Seller’s instructions).

8.3 In particular, no warranty is granted in relation to: (i) the suitability of the site or soil where the Products are to be installed; and (ii) the information contained in any project sent by the Seller before receiving an order (regardless of whether the project is based on information provided by the Client or on a survey made by the Seller).  

8.4 In the event of Products showing defects or faults, the Seller shall, at its discretion, repair or replace the defective Products (or the defective parts of Products) by delivering the repaired or new ones according to FCA (Incoterms® 2020) to Via Luigi Galvani 2/4 Campodarsego, Italy. The Client’s right to contract termination or damages is expressly excluded.

8.5 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 agreed rule of Incoterms® 2020 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 the non-use is due to reparation under this warranty).

8.6 This warranty (i.e., the obligation to repair or replace the Products) absorbs and replaces any other form of warranty or liability (both contractual and extra-contractual) provided for by law with regard to the supplied Products. 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 Products.

8.7 Any claim or dispute raised by the Client about the Products shall not entitle the Client to suspend or delay any payment, not even for the Products forming the object of a claim or dispute. 

 

  1. 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.

 

  1. 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.

 

  1. APPLICABLE LAW AND JURISDICTION

11.1 The sales forming the object of these General Conditions are governed by 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.