General sales terms and conditions

In the context of these general sales terms and conditions the word  “Seller” shall mean the company Italiana Ferramenta s.r.l., a company duly incorporated under the Laws of Italy, having its registered headquarters in Viale Europa 17, 33070 Brugnera (PN), Italy, Tax number 01315480937, e-mail: info@italianaferramenta.it , website: www.italianaferramenta.com

The word “Buyer” shall mean the organization or person who buys Goods, where “Goods” shall be deemed as articles to be supplied to the Buyer by the Seller.

The Buyer and the Seller hereinafter are referred to as the “Parties”.

1 - SUBJECT AND SCOPE OF APPLICATION OF THESE GENERAL TERMS AND CONDITIONS

1.1 The present general terms and conditions shall apply to all current and future contractual relationships between the Parties regarding the supply of furniture fittings and accessories. They shall be binding and comprehensive of special conditions which might be additionally agreed in written between the Parties or specified in the written order confirmation issued by the Seller.

1.2 Unless specially approved by the Seller, any differing conditions or terms of the Buyer are herewith objected to and shall not apply.

2 – SALES PROCESS

2.1 The supply of goods from the Seller to the Buyer shall be carried out only upon a written order confirmation, that is the acceptance sent per e-mail by the Seller to the Buyer.

2.2 The order confirmation is issued by the Seller after receiving an official purchase order from the Buyer. The purchase order shall be transmitted by the Buyer in written form only by e-mail. Other forms of communication such as text message, WhatsApp or social networks, phone or video-calls shall not be used to transmit a purchase order.

Any purchase order shall contain the following basic information:

• General information of the Buyer (company name, VAT nr., address, tel.no. and e-mail)
• Article number of the Seller
• Ordered quantity
• Requested delivery date
• Delivery address

2.3 After receiving the purchase order the Seller shall confirm it within 2 working days in written form by e-mail. In the event of any conflict or ambiguity between the conditions indicated by the Buyer and the conditions indicated by the Seller in the written order confirmation, the latter shall be deemed as new supply proposal and the contract shall be concluded if the Buyer accepts the Goods without any restrictions.

2.4 The Buyer can send to the Seller a price inquiry to receive an official quotation of the Goods. This request shall be transmitted in written form only by e-mail and shall not be deemed by the Seller as purchase order. After receiving the price inquiry, the Seller shall issue an official offer within 3 working days or, if not possible, shall inform promptly about the time when the offer could be prepared.

2.5 Any offer issued by the Seller shall not be deemed as order confirmation and the prices shall be considered valid only within the deadline indicated in the document and exclusively referred to the integral supply of the listed Goods.

2.6 The prices stated shall be fixed and agreed between the Parties. The Seller reserves the right communicate any increase in prices regarding Goods already supplied to the Buyer, due to increase in raw materials’ costs or subcontractors’ prices, or any instances which may cause a rise in products’ pure costs. The new prices shall be valid not less than one month after such communication.

3 – TECHNICAL DATA, DRAWINGS AND OTHER DOCUMENTS

3.1 At any moment, the Seller reserves the right to implement modifications or upgrades to its products and shall inform the Buyer about such modifications if the products installation and/or utilization is affected.

3.2 If the Buyer proposes or requests modifications to the Goods, such modifications shall be of mandatory execution for the Seller only when a specific written agreement between the Parties, including possible price and delivery time variations, is concluded. The modifications include but are not limited to: implementation of technical change in the products, packaging specifications, composition of set.

3.3 The Buyer expressly commits to use any drawing, technical information and similar documentation only within the purpose of the supply of the Goods. Such documents and information are property of the Seller and shall not be transferred, revealed or sold to third parties without the Seller’s prior consent.

3.4 Both Parties may disclose the confidential information of the other Party only to its employees and directors as is reasonably necessary to allow it to perform its obligations, or in the event that the disclosure is required by any judicial, administrative or governmental authority. 

 4 – EXCLUSION

4.1 Within the framework of the Goods supply the Seller doesn’t include any service of installation or mounting, specific tests or inspections, utilization training course or assistance and any extra service related to the Goods, which are not expressly mentioned in the written order confirmation sent by the Seller to the Buyer.

4.2 Unless otherwise agreed, the Buyer is not allowed to return to the Seller the supplied Goods due to wrong order planning, discontinuance in the use or application of the Goods or any other reasons which are not ascribable to responsibility of the Seller. 

5 – DELIVERIES

5.1 For all order confirmations, the Seller shall specify whether the delivery costs are included or not. The delivery terms are agreed between the Parties and shall attain to the Incoterms® definitions.

5.2 The delivery date is indicated in the order confirmation according to the requested date of the Buyer. It is an approximate date and, in any case, corresponding to a working day.  If the delivery date cannot be respected, the Seller shall promptly inform the Buyer and the Parties shall agree on the new possible delivery date.

5.3 The delivery date shall be automatically prolonged if:

-   the Buyer doesn’t provide to the Seller all information, which are required to fulfil all the obligations

    related to the supply contract;

-   the Buyer requests modifications to the purchase orders after the supply contract has been concluded;

-   the Seller experiences any event which is not related to his diligence and reasonable precaution,  

    including Goods manufacturing delays caused by sub-suppliers or third parties, and the Goods supply

    within the indicated delivery date becomes excessively expensive.

-   there are issues regarding the payment by the Buyer to the Supplier.

5.4 All Goods must be delivered at the delivery address specified by the Buyer. If Goods are incorrectly delivered, the Supplier will be held responsible for any additional expense involved in handling and delivering them to their correct destination.

6- FORCE MAJEURE

6.1 Either Party shall be excused from lack of performance of its obligations under this general terms and conditions due or caused by an act of God, earthquake, fire, flood, riot, civil disorder, government regulation or action, or other substantially similar cause, and which could not have been prevented or circumvented by reasonable precautions of the Party experiencing the force majeure event;  provided that the Party that suffers a force majeure event shall inform the other Party of such event immediately upon its occurrence and shall take all reasonable steps to remedy the situation;  and provided further, that if a Party remains unable to perform the obligations under this general terms and conditions as a result of a force majeure event for a period longer than 30 days, the other Party shall have the right to cancel the Purchase Order without damages or claim.

7 – PAYMENT

7.1 The Buyer shall pay the full amount owed for the supply of the purchased goods within the due date as agreed between the Parties, via bank transfer to the account of the Seller according to his specified bank details. The stated prices shall be fixed.

8 – WARRANTY AND CLAIMS

8.1 The Supplier shall warrant that the Goods meet the stated specifications, performance and functionality contained in the descriptions and instructions of the Supplier, the international standards and regulatory requirements of European Union, as well as that there are no defects arising from the use of defective materials and / or poor execution of the manufacturing process.

8.2 The duration of the warranty shall be twenty-four (24) months from the date of delivery of the Goods to the Buyer.

8.3 The Buyer has the right to declare to the Seller a claim about the quality of the received Goods within 3 months as from invoice date both in case of clear defects and in case of hidden defects. The claim shall be transmitted in written form by e-mail and shall contain the following information:

• General information of the Buyer (company name, VAT nr., address, tel.no. and e-mail)
• Article number of the Seller
• Reference of invoice nr. containing the claimed article
• Claim object (e.i. quality issues, quantity discrepancy, wrong functioning, visible defects or wear, non-correspondence with the order confirmation, etc.)
• Photo of Seller’s label on the packaging of claimed article
• Photo of claimed article
• Percentage of claimed articles on total quantity of received Goods
• Suggested solution (substitution, discount, etc.)

Any claim received after this deadline will be considered only for informational purposes.  The Seller shall communicate in written form the acceptance or refusal of the claim within 5 working days and shall agree with the Buyer on the best solution of the claim.  The defective Goods shall be sent back to the Supplier only when expressly agreed between the Parties.

8.4 The force of the above-mentioned warranty is terminated in the case the Buyer after the discovery of the defect continues to use the defective Goods, or if the Buyer or someone at his request makes modifications to the products without prior written permission of the Seller.

9 – RESPONSIBILITY OF THE SELLER

9.1 The Seller shall be responsible only for the correct functioning of the Goods, depending on the specifications and information expressly indicated for such products. The Seller shall not be responsible for any defects or damages or poor functioning of the Goods caused by negligence or improper use or wrong application of the product.

9.2 In any case the Buyer shall not ask for reimbursement of potential indirect damages, failed profits or any damage which doesn’t arise directly from the utilization of the Goods. The possible reimbursement agreed between the parties cannot exceed the total value of the supplied Goods.

10- RESERVATION OF PROPRIETARY RIGHTS

10.1 Ownership of the Goods shall not pass to the Buyer until the Seller has received payment in full of all monies owed by the Buyer to the Seller.

11 – GOVERNING LAW AND JURISDICTION

11.1 This agreement shall be governed by and construed in accordance with Italian Law.

11.2 Any dispute, controversy or claim arising out of or in connection with these terms and conditions, or the breach, termination or invalidity thereof, shall be finally settled by shall be solely and exclusively settled before the Courts of Pordenone (Italy) and the language of the arbitration shall be English.