Art. 1) Subjects
These General Conditions refer to the following subjects:
- the Buyer is the person who sends an offer request or an order to the Seller or subscribes to the offer prepared by the Seller
- the Seller is Technobi Srl with registered office in Buccinasco (MI), Via Lazio n. 65;
- the Manufacturer is the person who manufactures the goods marketed by the Seller.
Art. 2) Definitions
2.1) Request for quotation: the communication (written, verbal or telephone) sent by the Purchaser to the Seller, containing a request for a cost estimate for the purchase of the goods indicated therein;
2.2) Offer: the communication sent by the Seller to the potential Buyer, containing the cost estimate for the purchase of the goods indicated therein and the specification of the conditions of sale (by way of example and not limited to: product description, quantity, price, any discount applied, any down payment required, term of validity of the offer, delivery terms, transport methods, packaging costs and payment methods, etc.);
2.3) Order: expression of will (written, verbal or telephone) to purchase goods forwarded by the potential Buyer to the Seller;
2.4) Order confirmation: acceptance of the order by the Seller, containing express specification of the conditions of sale (by way of example and not limited to: product description, quantity, price, any discount applied, any down payment requested, term of validity of the offer, delivery terms, transport methods, packing costs and payment methods, etc.).
Art. 3) Nature of the general conditions of the sales contract
These general conditions of sale have a regulatory nature, as they are aimed at determining the content of any future sales contracts concluded between the Buyer and the Seller.
The conclusion of future sales contracts between the Buyer and the Seller therefore entails the application of these general conditions.
With the acceptance of these general conditions of contract, the Purchaser renounces any of his own general conditions considered individually and as a whole.
Art. 4) Object of the Contract
The sale relates exclusively to the goods indicated in the order confirmation (art. 2.4) or in the offer (art. 2.2) signed by the Purchaser.
The changes that the Purchaser wishes to make to the content of the contract must be requested in writing to the Seller within the peremptory term of 5 days from the date of conclusion of the contract. In any case, the Seller has the free right to accept or refuse such requests.
Art. 5) Price
The price indicated in the offer (art. 2.2) or in the order confirmation (art. 2.4) is understood to be net of VAT and does not include transport and packing charges which remain the responsibility of the Purchaser, unless otherwise agreed in writing.
In the event that the Manufacturer were to modify its price list in the time interval between the conclusion of the contract and the delivery of the goods, the Seller reserves the right to unilaterally modify, to the same extent, the price of the goods indicated in the offer or in the order confirmation.
Where requested by the Purchaser, the Seller must document the modification of the Manufacturer's price list.
Art. 6) Terms and methods of payment of the price
6.1) The terms and methods of payment are established by the Seller and indicated in the offer (art. 2.2) or in the order confirmation (art. 2.4); in the absence of different agreements, payment is understood to be cash upon delivery of the goods; payment must always take place at the Seller's domicile;
6.2) payments are due within the agreed terms even in the event of delay in the delivery of the goods, or damage, or partial or total loss of the same occurring during transport, as well as in the event that the goods made available to the Purchaser at the Seller is not collected by the Buyer himself;
6.3) in case of payment by deposit, the Purchaser pays the Seller:
- a deposit upon conclusion of the contract, the amount of which will be indicated by the seller in the offer (art. 2.2) or in the order confirmation (art. 2.4);
- the balance of the price within the term and in the manner indicated by the seller in the offer (art. 2.2) or in the order confirmation (art. 2.4).
6.4) payment by check or bill of exchange must always be authorized in advance by the Seller and the releasing effect will only be produced following successful completion of the check or bill; payment by bills of exchange does not constitute novation of the original relationship;
6.5) by express agreement between the parties, any dispute raised by the Purchaser or in any case arising between the parties, cannot suspend or delay the Purchaser's obligation to pay the sums due on the fixed dates, nor the other obligations assumed with the contract, with express waiver of exceptions of any kind.
6.6) in the event of non-payment or delayed payment, even if only partial, by the Purchaser of the goods covered by the sales contract, the Seller reserves the right to suspend the execution of any other sales contract stipulated between the parties;
6.7) in the event of delayed payment with respect to the terms indicated in the sales contract, the Purchaser shall pay the Seller, without the need for formal notice or formal notice, interest on the overdue amounts calculated on an annual basis to the extent envisaged by Legislative Decree no. 231/02 starting from the due date of the payment and until the actual balance of the price.
Art. 7) Express termination clause and penalty clause
7.1) In the event that the Buyer is late in taking or receiving delivery of the goods covered by the sales contract for a period exceeding 15 days from the date of issue of the transport document, the Seller will have the right, pursuant to art. 1456 of the Civil Code, to terminate the contract.
7.2) In the case referred to in the previous art. 7.1 termination occurs automatically when the Seller declares to the Purchaser that it intends to make use of the termination clause.
7.3) The parties agree that, if the hypotheses provided for in this article occur, the Seller will have the right to withhold, as a penalty, the down payment paid by the Purchaser, or, in the absence of a down payment, the payment by the Purchaser, again as a penalty, a sum equal to 25% of the price; in any case and in any case, the Seller will be entitled to compensation for greater damages and to the payment of the penalty referred to in the following art. 9.6).
Art. 8) Delivery terms
8.1) The terms for the delivery of the goods are established by the Seller and indicated in the offer (art. 2.2) or in the order confirmation (art. 2.4) and are entirely indicative, and do not constitute an essential term, as they are closely connected to the production processes used by the Manufacturer and, for this reason, they may undergo variations;
8.2) the delivery terms referred to in the previous art. 8.1) do not bind the Seller, who is not required to respond with compensation of any kind for any direct or indirect damages due to delivery delays, or interruptions or termination, partial or total, of the supply.
Art. 9) Method of delivery
9.1) The delivery methods are established by the Seller and indicated in the offer (art. 2.2) or in the order confirmation (art. 2.4);
9.2) the costs of transporting the goods covered by the Contract to the Purchaser's domicile, unless otherwise agreed in writing, shall be borne by the Purchaser;
9.3) the Buyer is required to indicate to the Seller the carrier he intends to use for the delivery of the goods; in the absence of specific instructions from the Purchaser, the Seller declines any responsibility concerning both the choice of carrier and the rate applied by such carriers and/or shippers;
9.4) the carrier possibly appointed by the Seller carries out transport activities with its own autonomous business organization, with management at its own risk and with the organization of the means and equipment necessary for the execution of the transport, without being subject to any power of direction and supervision of the Seller;
9.5) given the provisions of art. 9.3), from the delivery of the goods to the carrier for transport until delivery to the Purchaser's home, the Seller is released from all risks and liabilities deriving from the transport itself, the carrier being directly responsible. The Seller is not responsible for any damage caused by the carrier to things and/or people during the transport and delivery of the goods covered by the contract;
9.6) given the provisions of art. 9.3), from the delivery of the goods to the carrier for transport until delivery to the Purchaser's home, the Seller is released from all risks and liabilities deriving from the transport itself, the carrier being directly responsible. The Seller is not responsible for any damage caused by the carrier to things and/or people during the transport and delivery of the goods covered by the contract;
9.7) in the event that the Purchaser delays in taking or receiving delivery of the goods covered by the Contract, he will be required to pay the Seller, in addition to the price agreed for the sale and the interest referred to in the previous 6.6), a penalty of € 4.00 per day for each package starting from the 15th day from the date of issue of the transport document.
Art. 10) Warranty for faults or defects
10.1) The presence of faults or defects in the goods purchased entitles the Purchaser to the replacement or repair of the goods free of charge, in the event that all the following conditions are met:
- the Purchaser has reported, by means of written communication, the faults or defects within eight days of delivery (for apparent defects), or within eight days of discovery (for hidden defects), and in any case no later than one year from delivery.
- the Manufacturer has acknowledged the existence of the faults or defects reported by the Purchaser;
- no interventions, repairs or modifications have been carried out on the goods by subjects other than the Manufacturer or the Seller;
10.2) in the case referred to in art. 10.1) the choice between the remedy of repair and replacement is at the discretion of the Seller;
10.3) in the case referred to in art. 10.1) the right of the Purchaser to reduce the price and terminate the contract is expressly excluded;
10.4) The Seller is not responsible and is not liable for any damage to things or people that may derive directly or indirectly from the faults or defects of the goods sold.
Art. 11) Partial nullity
The parties unanimously declare, pursuant to art. 1419, 1st paragraph, civil code, that the nullity of single articles or the partial nullity of the contract will not lead to the nullity of the entire contract.
Art. 12) Applicable law
The law applicable to the contract is exclusively the Italian one.
Art. 13) Jurisdiction
For any dispute that may arise in relation to the Contract, by way of derogation from ordinary territorial jurisdiction, the parties agree that the judge of the place where the Seller's registered office is located is exclusively competent, with the express exclusion of the criteria established by law in alternative and optional way.
Art. 14) Jurisdiction
The parties establish the exclusive jurisdiction of the Italian judge. Therefore the Purchaser will not be able to appeal to a Judicial Authority in another State.