1. Definitions
In these General Terms and Conditions of Sale, the following terms shall be construed as follows:
a) by “Seller”: EURONDA S.P.A.;
b) by “Buyer”: the purchaser of the Product;
c) by “Parties”: the Seller and the Buyer considered jointly;
d) by “Product”: the goods described in the catalogue/price list and set out in the Order Confirmation;
e) by “Order(s)”: the order by which the Buyer states to the Seller that they intend to purchase the Products;
f) by “Sales Contract”: any agreement concluded following the Order Confirmation or subsequent document or amendment between the Seller and the Buyer concerning the sale of the Products;
g) by “General Terms and Conditions”: these general terms and conditions of Sale;
h) by “Special Terms and Conditions”: any additional condition set out in the Order Confirmation and/or in the Sales Contract.
2. Application of the General Terms and Conditions
2.1 These General Terms and Conditions shall apply to any Contract for the Sale of the Products from the Seller to the Buyer. These General Terms and Conditions shall override any of the Buyer’s General Terms and Conditions of Purchase, even failing specific objections to the application thereof.
2.2 No change or amendment to these General Terms and Conditions shall be valid and effective between the Parties unless it is set out in the Order Confirmation, except where agreed in writing and signed by a duly authorised Seller representative.
3. Conclusion of the Sale Contract
3.1 The Orders, Order Confirmations and amendments shall be made in writing. Orders sent by the Buyer constitute an irrevocable purchase proposal by the Buyer and are subject to acceptance by the Seller.
3.2 The Sales Contract between the Seller and the Buyer shall be understood to be concluded only after the Order Confirmation is sent by the Seller to the Buyer.
3.3 Signing and returning the Order Confirmation or, alternatively, the Buyer’s failure to expressly reject it within 3 (three) days of its receipt, entails the Buyer’s acceptance of the contractual terms and conditions set forth therein.
3.4 Orders shall be considered accepted by the Seller only in the terms set out in the Order Confirmation. Furthermore, Orders directly processed by the Seller shall be considered confirmed. Any collection by the Seller of an advance upon order shall not be construed as order acceptance.
3.5 For the features and specifications of the Products, reference shall be made to the Seller’s catalogue/price list.
3.6 Orders for amounts of less than Euro 2,000.00 for delivery abroad (or Euro 150.00 for delivery in Italy) are subject to advance payment by bank transfer.
3.7 Where an Order requires the delivery of Products over the term of 60 (sixty) days, the Seller reserves the right to amend the price before delivery in the event of increases in the costs of raw materials or production. Should the price increase by over 5%, the Buyer shall be entitled to withdraw from the Sales Contract.
4. Delivery
4.1 Unless agreed otherwise, the goods are made available at our warehouses and the delivery term is ex works – EXW loaded (ICC Incoterms 2020). The risks relating to the Products shall pass onto the Buyer upon taking delivery thereof. Part deliveries are permitted.
4.2 The delivery terms of the Products indicated in the Order Confirmation are indicative and not essential or binding for the Seller. Where advance payment or a deposit is required, the terms are effective as from the date of collection. In any case, the Seller shall not be liable for delayed or failed delivery due to the occurrence of events beyond its control, including force majeure or unforeseeable circumstances. Where the Order Confirmation does not state the delivery date, it will be carried out within a reasonable period.
4.3 Should the Buyer be late in collecting the Products, they must promptly notify the Seller, indicating the reasons for the delay and the deadline within which action can be taken. It is understood that, in the event of delay in collecting the Products, the Seller reserves the right to carry out early billing with relevant effective date of the payment terms. However, the risks and costs of storage and any other charges and responsibilities for storage and safekeeping of the Products shall be borne by the Buyer from the date of receipt of the notice of goods ready for delivery.
4.4 Should the Buyer fail to collect the Products or delay collection by more than 60 days, the Seller shall be entitled, at its sole discretion, to terminate the Sales Contract by law, and sell the uncollected Products as best as possible, or to request execution in a specific form, and in any case without prejudice to the right to withhold any advances paid by the Buyer and compensation for damages.
4.5 Any return of the Products shall be subject to the prior authorisation of the Seller. Returns authorised for incorrect orders by the Buyer or for unsold material are however subject to the payment of an amount of Euro 50.00 for handling fees, if the return is intact. Otherwise, in addition to the handling fee, the costs for restoring the returned Products shall also be charged.
5. Packaging
5.1 The Products shall be packed by the Seller in an appropriate and suitable manner for the type of Product delivered.
5.2 Unless agreed otherwise in writing by the Parties, the Products shall be delivered with the Seller’s packaging, labels and trademarks.
5.3 The costs for any special and/or different packaging from that used by the Seller, requested by the Buyer, shall be borne by the latter.
6. Payment terms
6.1 Unless indicated otherwise in the Order Confirmation and/or written agreement between the Parties, payment is in advance and shall be made within 5 (five) days of receipt of the Order Confirmation.
6.2 Payment terms are essential. Any payment extensions granted by the Seller shall be shown in the Order Confirmation and/or in another written agreement between the Parties. Payment shall be made in Euro or in the other currency resulting from the Order Confirmation, and shall be made by bank transfer to an account in the name of the Seller.
6.3 In the event of delayed payment, the Buyer is required to pay default interest at the rate set forth by (It.) Legislative Decree 231/2002 as amended, with effect from the time of due payment.
6.4 In the event of a delay in payment exceeding 15 (fifteen) days, or where the Seller has reason to doubt the solvency and financial soundness of the Buyer, or where the Buyer should be subjected to bankruptcy proceedings of any kind, the Seller is entitled to terminate the Sales Contract or not to perform the part of the Sales Contract not yet performed, without the Buyer’s consent being required; furthermore, all payments not yet due shall become immediately due, without the need for formal notice.
6.5 However, it is understood between the Parties that title to the Products shall be retained by the Seller until full payment of the price pursuant to art. 1523 of the Italian Civil Code (retention of title).
6.6 In no case shall the Buyer be entitled to delay or suspend payment for the Products, including in the case of defects and/or non-conformities, notwithstanding the right to recover any amounts unduly paid (solve et repete), nor is it entitled to offset any credits, unless agreed otherwise in writing.
7. Price
7.1 The price of the Products shall be that indicated in the Seller’s price list, in force at the time of conclusion of the Sales Contract, unless set forth otherwise in the Order Confirmation.
7.2 Unless agreed otherwise in writing, prices do not include transport costs, insurance, duties and taxes, storage, handling, demurrage and the like, which shall be borne by the Buyer.
7.3 Should the supply of the Products require the manufacture of moulds or the use of special equipment, the cost of said moulds and/or equipment shall be borne by the Buyer, it being understood that title to said goods shall be retained by the Seller, unless agreed otherwise in writing.
8. Warranty
8.1 Any complaints relating to the condition of the package, quantity, number or external characteristics of the Products (apparent defects), shall be notified in writing to the Seller, under penalty of forfeiture, within 8 (eight) days from the date of delivery of the Products. Any complaints relating to defects which cannot be identified through a thorough inspection upon receipt (hidden defects) shall be notified in writing to the Seller within 8 (eight) days from the date of discovery of the defect and however within 12 (twelve) months from delivery.
8.2 The complaints shall expressly indicate the type of non-conformity and/or defect found and the number of non-conforming and/or defective Products and shall be accompanied by a sample of the non-conforming and/or defective Products or by adequate photographic material, under penalty of forfeiture.
8.3 The Seller undertakes to perform the appropriate checks in order to ascertain the substantiality of the complaint. In the event that the complaint is deemed to be substantiated, the Seller undertakes to remedy any relevant defect, lack of quality or lack of conformity of the Products, occurred within 12 (twelve) months of delivery of the Products, provided it has been notified thereof promptly in accordance with art. 8.1. The Seller may choose whether to repair or replace the Products found to be non-conforming and/or defective, after collecting them if so required.
8.4 For repairs to the devices, the official text of the Seller’s Warranty Certificate shall apply, which is made available at the website download.euronda.com.
8.5 The warranty does not cover: (i) the compliance of the Products with specific features or technical specifications or their suitability for specific uses, except to the extent that said features have been expressly agreed in the Order Confirmation or in documents expressly referred to for this purpose in the Order Confirmation; (ii) defects or damage resulting from tampering, third-party actions, incorrect storage, wear, use and/or installation of the Products which are incorrect or do not comply with the instructions provided by the Seller, chemical, mechanical and/or electrical interference from other products, equipment and/or systems used; (iii) aesthetic defects which do not affect the functionality of the Products; (iv) non-compliance with the conditions of use and/or the laws and regulations applicable in the countries of destination of the Products, unless agreed otherwise in the Order Confirmation.
8.6 It is understood that the aforementioned warranty (consisting of the obligation to repair or replace the Products) includes and supersedes the guarantees or responsibilities set forth by law and excludes any other liability of the Seller (either contractual or extra-contractual) arising in any way from the Products supplied (such as for example compensation for damages, loss of earnings, recall campaigns, etc.).
9. Intellectual Property and Confidentiality.
9.1 The Buyer has no right to use patents, trademarks, designs, trade secrets, or other intellectual property rights of the Seller, whether registered or not, for any purpose other than in connection with use of the Products. The software installed in the devices is understood to be granted under a non-exclusive, non-transferable licence limited to the use of said devices. No provision of these General Terms and Conditions and/or of the Sales Contract may be understood or construed as having the effect of changing the ownership of any intellectual property right of the Seller.
9.2 The Buyer is responsible for the data and technical specifications provided to the Seller for the purposes of executing the Sales Contract. Should said data and/or technical specifications provided by the Buyer breach intellectual or industrial property rights of third parties, the Buyer shall hold the Seller harmless and indemnified from any third party claims, detriment or damage that may arise from use of said data and/or technical specifications.
9.3 The Buyer is expressly forbidden from reproducing or using the Seller’s trademark and/or Products for advertising purposes, unless prior written authorisation has been obtained from the Seller.
9.4 The Buyer is required, also in the event of cancellation or termination of the Sales Contract, to keep strictly confidential for the maximum duration set forth by law the confidential information (i.e. any confidential, protected information and/or not generally available to the public, including, by way of non-limiting example, information relating in whole or in part to industrial and trade secrets, drawings and technical specifications, know-how, data, intellectual property rights that no third parties are aware of, etc.) that have been provided by the Seller or which it has become aware of in the execution of the Sales Contract, and not to use them for purposes other than execution thereof.
10. Personal Data Processing.
10.1 Pursuant to and for the purposes of Regulation (EU) 2016/679 (“GDPR”), the personal data acquired directly and/or through third parties by the Seller shall be processed in paper, computer and telematic form for contractual and legal requirements, as well as to enable effective management of trade relations. Failure to provide the data, where not mandatory, shall be assessed from time to time by the Seller and shall determine the consequent decisions related to the importance of the data required with respect to the management of the trade relationship.
10.2 The data may be disclosed, solely for the purposes indicated above and, consequently, processed only for said purposes by other parties, and specifically by: (i) network of agents; (ii) factoring companies; (iii) credit institutions; (iv) debt collection companies; (v) credit insurance companies; (vi) commercial information companies; (vii) professionals and consultants. For the same purposes, the data may be processed by the Seller’s financial and commercial managers. The Buyer may exercise all the rights set forth in the GDPR and in art. 7 of (It.) Legislative Decree no. 196/2003 (including the rights of access, rectification, updating, to object to processing and to erasure).
10.3 For any other issue related to privacy, as well as the processing of sensitive data, express reference is made to the provisions of the Privacy Policy available on the website www.euronda.com.
11. Conformity to restrictive measures of the European Union and OFAC.
11.1 By sending the Order, the Buyer represents and warrants that the Buyer, as well as, to the best of their knowledge, their directors, managers or employees, are not, and shall not be for the entire duration of the contractual relation with the Seller, subject to sanctions issued by the authorities of the European Union or by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or by any other competent authority, or otherwise of any other similar sanction imposed by any member state of the European Union (collectively, “Economic Sanctions”), and represents and warrants that they are not acting on behalf of or for the benefit of any natural or legal person listed in any list of entities subject to Economic Sanctions.
11.2 By sending the Order, the Buyer also declares to be aware of the prohibition imposed by the Economic Sanctions on re-export to Russia and Belarus and/or for use in Russia and/or Belarus of certain categories of goods, and undertakes not to re-export to, and/or to use in Russia or Belarus the goods supplied by the Seller, where these were or should be included in the categories of goods affected by such prohibitions. Specifically: (i) the Buyer undertakes not to sell, export or re-export, either directly or indirectly, to Russia and/or Belarus or for use in Russia and/or Belarus any goods supplied by the Seller which fall respectively within the scope of application of art. 12 octies, paragraph 1, of Regulation (EU) no. 833/2014 and art. 8 octies, paragraph 1, of Regulation (EU) no. 765/2006; (ii) the Buyer undertakes to do everything possible to ensure that the provisions of the previous paragraph (i) are not breached by third parties in the commercial chain, including any dealers; (iii) the Buyer undertakes to implement and maintain an adequate control mechanism to identify any conduct by third parties in the commercial chain, including any dealers, that may undermine or breach the provisions of the previous paragraph (i); (iv) any breach of paragraphs (i), (ii) or (iii) shall constitute a breach of an essential obligation of the Sales Contract, as a result of which the Seller shall be entitled to make recourse to appropriate remedies, and to immediately withdraw from any Order and/or to immediately terminate and/or discontinue the trade relationship with the Buyer, without incurring any liability, it being understood that in any case the Buyer shall indemnify and hold the Seller harmless from all losses and damages in the event of breach of the Economic Sanctions and/or the representations, warranties and undertakings referred to above.
11.3 The Buyer undertakes to inform the Seller immediately of any circumstances arising which may affect the representations and warranties set forth above and/or be relevant under the Economic Sanctions and of any problems in the application of paragraphs (i), (ii) or (iii) above, including any relevant activities by third parties which may defeat the purpose of paragraph (i) above.
11.4 The Buyer shall make available to the Seller the information relating to compliance with the obligations set out in article 11 herein and the previous paragraphs (i), (ii) and (iii) within 10 days of the simple request for said information.
12. Applicable Law/Court of jurisdiction
12.1 These General Terms and Conditions, and the Sales Contracts related thereto, are governed by Italian law, bar application of the 1980 Vienna Convention.
12.2 Any dispute arising from and/or connected to the Sales Contract governed by these General Terms and Conditions shall be under the sole jurisdiction of the Court of Vicenza – Italy. Notwithstanding the foregoing, the Seller shall nevertheless be entitled to bring proceedings, at its discretion, before the court where the Buyer’s registered office is.
12.3 Should these General Terms and Conditions be drawn up in languages other than Italian, the Italian version shall be the overriding one.
Having read articles 3.3 (Conclusion of the Sales Contract); 4.2, 4.3, 4.4 (Delivery); 6.1, 6.2, 6.3, 6.4, 6.5 (Payment Terms); 8.1, 8.2, 8.3, 8.5, 8.6 (Warranty); 9.1, 9.2, 9.3, 9.4 (Intellectual Property and Confidentiality); 11.2 (Conformity to restrictive measures of the European Union and OFAC); 12.2 (Court of Jurisdiction) of these General Terms and Conditions, the Buyer declares to accept them unconditionally and without any reservation, where necessary also pursuant to articles 1341 and 1342 of the It. Civil Code.