1. Delivery terms
1.1 The Delivery terms shown on the offer are always to be intended as indicative and not essential. They start from the day the order is fully completed under all aspects, including the formal aspects such as the receipt of the due advanced payments.
1.2 In the event of inefficiencies, difficulties in the supply of raw materials, breakdowns in production facilities, severe weather conditions and in any other case of force majeure, these terms are extended in proportion to the continuation of such events.
1.3 Delay in deliveries does not entitle the customer to cancel the order nor to claim damages and/or compensation of any kind.
1.4 Any changes requested during production, in any case raise the Supplier from compliance with the agreed terms.
1.5 The suspension of the delivery terms, if due to facts attributable to the Customer, does not prevent the Supplier from issuing the invoice according to the planned delivery schedule.
1.6 If goods are not collected by the Customer or failure to deliver for reasons attributable to the Customer, the Supplier will charge any and all additional costs incurred. Any risk relating to the goods in stock must in any case be understood as being charged to the customer once the 10 (ten) days have elapsed from the notice of the ready goods.
2. Delivery and transport.
2.1 The Customer undertakes to provide in the place of destination, the means and equipment necessary to perform the unloading operation.
3. Administrative requirements and obligations for safety
3.1 The customer undertakes to inform promptly the Supplier of the existence of any restrictions or administrative obligation to obtain authorizations related to the supply.
3.2 The Customer agrees to request to the Supplier with reasonable notice any documents necessary for the fulfilment of obligations relating to safety in the workplace.
4. Intellectual and industrial property. Projects, technical specifications, modifications, improvements.
4.1 The products, whether or not covered by industrial property rights owned by the Supplier, are in any case characterized by the technology developed independently by the Supplier know-how. The Customer is therefore required to guarantee the confidentiality of technical information that concern the products subject to supply, committing to use it only for limited purposes relating to its activities as a reseller of these products, and in any case limited to information that came to be stated by the Supplier as disclosable for such purposes
4.2 Any design or technical document delivered to the Customer before or after the conclusion of the contract remains the exclusive property of the Supplier and cannot be used by the Buyer, or copied, reproduced, transmitted or notified to third parties without the written consent of the Supplier itself.
4.3 In the event that the executive project of the system was set up after the conclusion of the contract, the Supplier reserves the right to make changes and improvements to the system, without altering its essential characteristics, that may prove to be necessary or appropriate.
4.4 Any change in the system required by the Customer during the execution of the contract which involves additional design work by the Supplier, will lead to the reassessment of the delivery terms as well as a possible price variation.
5.1 In case of delay in the payment, interests corresponding to BCE basic tax increased of 7 points (as written in art. 5 , first comma, D.LGS. 231/2002) shall take effect from the day of their maturity, as of right and without any formal statement.
5.2 Any dispute regarding the supply does not authorize the customer to delay the payment beyond the agreed terms, which are considered mandatory and essential.
5.3 The Customer is not authorized to make any deduction from the agreed price (e.g. In case of claimed product defects) unless previously agreed in writing with the Supplier.
5.4 Delay in payments will also entitle the Supplier to suspend further supplies (or any other services also referring to other contractual arrangements) and/or suspend its execution until obtaining adequate payment guarantees.
5.5 All expenses incurred by the Supplier in order to fulfill his commitments, are also charged to the Customer.
6. Reservation of ownership
6.1 The delivered goods remain the property of the Supplier until the full payment of all the credits arising from business relations with the Customer
6.2 Assuming Customer behaviour the contrary to what agreed in the contract, in particular in case of delay in payment, the Supplier has the right, after prompt reminder, to regain the goods while the Customer is obliged to return the goods themselves.
7.1 The goods must be checked upon arrival for its compliance with the order. Possible discrepancies regarding the quantity, type or types of products supplied, must always be reported in writing, including by fax, within a maximum period of 8 (eight) days from receipt, quoting all the details for an immediate verification. After this deadline, the products will be considered in all respects accepted.
8. Returns of goods
8.1 Returns of goods are not accepted unless expressly authorized in writing by the Supplier. The return request must be made following the RMA procedure available on our website www.spagnolaut.com. Returns must be intact (not disassembled), well packaged (possibly in the original packaging) and accompanied by the relative return transport document, assuming the customer all costs and risks.
9.1 This contract is subject to Italian law. Any dispute arising from or in connection with this contract shall have exclusive jurisdiction of the Treviso Court.