General Terms of Delivery:
1. Purpose and scope.
General Sale Conditions
5.2 The Products will be accompanies by a Transport Document (DDT) which must be signed by or on behalf of the Client and will demonstrate that the Products have been delivered.
1.1 The present General Sales Conditions are applicable to all provisions of extruded aluminium profiles and connectors (the "Products") made by Technoform Glass Insulation Italia srl (hereinafter the "Vendor"). The present General Sales Conditions will prevail over every other contractual term and condition contained elsewhere, or over any other rule contained in the commercial uses and practices or over rules deriving from practices which develop between the parties, without prejudice to express departures accepted in writing by the Vendor or expressly specified in the order confirmation issued by the Vendor (hereinafter the "Order Confirmation").
2.1 The Client will send its order to the Vendor in writing, by e-mail or by fax (the "Order").
2.2 The Order will be confirmed by the Vendor in writing, by e-mail or by fax, with the Order Confirmation.
Upon sending the first order confirmation, the Vendor will send to the Client the present General Sale Conditions which the Client must sign and return to the Vendor.
2.3 The contract for the provision of Products (the "Contract") is understood to be perfected when the Client receives at its address, by e-mail or fax, the Order Confirmation. Any amendments to the Order will be accepted at the Vendor’s discretion; in any case, the Vendor reserves the right to charge the Client any cost and/or charge sustained as a result of the amendments made on the basis of the Client’s request.
3. Technical Documentation.
3.1 Upon sending the first Order Confirmation to every new Client who has the UNI brand for the production of insulating glass, the Vendor will send the technical documentation relating to the Products, which will represent an integral part of the Contract (the "Technical Documentation"), including, for example: (i) General documentation ; (ii)Technical forms ; (iii) Drawings of the sections; (iv) Test reports in accordance with regulation UNI EN 1279; (v) Safety form ;
(vi) REACH Certification; (vii) ISO 9001 Certification ; (viii) Guidelines for processing.
3.2 In the event of amendments and/or new editions of the Technical Documentation the Vendor will provide the Client with a copy of the updated version of the Technical Documentation. The replacement of the Technical Documentation will be effective as soon as it has been received by the Client.
4. Packaging and return of Pallets.
4.1 If requested by the Client, the Products may be packaged in iron containers owned by the Vendor ("Pallets")
4.2 The Client must return the Pallets to the Vendor in the same conditions within 12 months of the delivery of the Products. The Vendor will bear the respective costs for the return of the Pallets. It is understood that if the Client does not return the Pallets within the above specified timeframe, the Vendor will have the right to charge the cost of the Pallets to the Client up to a maximum of € 300.00 per pallet.
The Vendor will send the Client a periodic account statement for the Pallets which will represent the actual debit and credit situation unless the Client disputes this in writing, under penalty of expiration, within 5 (five) working days from receipt of the account statement .
4.3 Any packaging which is different from that described in article 4.1, for example small and medium boxes made from wood or cardboard, must be agreed in advance with the Vendor and do not need to be returned by the Client.
4.4 Upon sending the first Order Confirmation to every new Client, the vendor will also send the document "Characteristics of packaging and guidelines for movement and storage". This document must be signed and returned to the Vendor.
5. Deliveries and dispatches.
5.1 The delivery dates for the Products shown in the Order and/or in the Order Confirmation will not be considered binding for the Vendor, unless this has not been expressly agreed by the Parties
5.3 Without prejudice to any different written agreement between the parties the delivery of the Products is understood to be Ex Works Technoform Glass Insulation Italia plant in Cusago (MI). Upon request by the Client the Vendor can takes care of the organisation of the transportation of the goods until the destination; it is understood that the risks connected with the transportation of the material will in any case be borne by the Client.
5.4 The Vendor may postpone the delivery of the Products and/or make partial deliveries in the case of force majeure and for the time that is necessary for the resolution of said causes.
6. Prices and payment conditions.
6.1 Catalogues, quotes, offers and prices may be subject to variations at any time at the unchallengeable discretion of the Vendor.
6.2 The prices shown in the Order Confirmation will not be subject to variations unless agreed otherwise in writing between the Vendor and the Client.
6.3 Without prejudice to any other written agreement between the parties, the Vendor will invoice the Client for the transportation of the material until the destination point.
6.4 The Vendor will issue and send to the Client invoices in accordance with legal timeframes.
6.5 Technoform Glass Insulation Italia srl will retain ownership of the Products until the complete payment of the price for the latter. The Client must comply with all local legal requirements in order to make the present retention of title clause valid and enforceable towards third parties.
6.6 In the event of payments being delayed compared to the date specified in an Invoice, the Client will be required to pay to the Vendor, without the need for any notice of default, late payment interest charges which are applicable at that time in accordance with Legislative Decree 231/2002.
6.7 In the event of criticisms and/or complaints relating to Products by the Client, the latter will in no case be able to suspend or in any case delay payment of the fees for the Products relating to said complaints or criticisms or Products relating to other supplies.
6.8 If the Vendor has reason to fear that the Client cannot or does not intend to pay for the Products at the agreed date, it may make the delivery of the Products conditional to the provision of suitable payment guarantees (e.g. bank guarantees).
6.9 The payment will be made in accordance with the instructions contained in the Order Confirmation.
6.10 The Vendor will have the right to assign credits it has towards the Client.
7. Warranties and Liability.
7.1 The Vendor represents and warrants that the Products have been constructed in full respect of the respective national and international regulations.
7.2 The Client undertakes to check the quantity and quality of the Products at the time of delivery and not to use them before conducting these controls.
7.3 The Client must report in writing to the Vendor any faults and/or defects of the Products within 8 days of discovering these. This complaint must be accompanied by the following information: detailed description of the defect, photographs, order confirmation number/DDT/invoice and quantity of Products involved. If this information is not provided the Products will be considered to have been accepted by the Client.
7.4 Any complaints for incomplete or mistaken deliveries must be reported formally to the Vendor in writing immediately, or in any case within eight days of the delivery of the Products and must be included in the Transport Documentation.
7.5 In the event of faults and/or defects of the Products, the Vendor will only be required to return these or the sums which have already been paid by the Client, and only upon condition that the fault and/or defect is not the result of:
- natural deterioration and/or wear of the Products
- natural variation of the mechanical and physical-dimensional characteristics of the materials which the Products are made from;
- alterations of the Products deriving from negligence, imprudence and/or negligence, tampering by the Client or third parties;
- incorrect storage in terms of environmental, climatic or other conditions;
- damage caused by neglect, negligence, tampering, non observance of the instructions provided on the use of packaging.
- Damage resulting from an improper use of the Products.
7.6 Except in cases of gross negligence and/or wilful misconduct, or in cases established by article 1490 second paragraph of the Civil Code, and without prejudice to the terms of article 7.5 above, the Vendor will in no case be liable for damage deriving from faults and/or defects of the Products or from breaches of contractual obligations.
7.7 Except in cases of gross negligence and/or wilful misconduct the Vendor will not be liable in any case for losses and/or deterioration and/or in any case any damage which might be sustained by Products in storage in the Vendor’s plant and which the Client has not collected promptly.
7.8 Where the Products are sold on to parties who acquire them for purposes which are not related to their own commercial and entrepreneurial activities, and the Vendor is called to account by the end purchaser of the Products, the Client must indemnify and hold the Vendor harmless if it manipulated, modified or in any case changed the condition of the Products before selling them to the end consumer.
7.9 The Vendor undertakes to collect any defective Product and replace it as quickly as possible, but in any case this will take place in accordance with timeframes that are compatible with the organisational requirements of the Vendor.
8.1 The Contract may be terminated by the Vendor in accordance with article 1456 of the Civil Code, if the Client delays, entirely or in part, the payment of any sum due to the Vendor in relation to the provision of Products made in its favour any this delay extends beyond 30 days from the expiry date; cannot be reached;
9. Force majeure
9.1 The Vendor shall not be responsible for delayed or complete or partial non fulfilment of the contractual commitments if this delay or non fulfilment is due to any event which is not attributable to the Vendor and is outside the latter’s reasonable control, including for example, natural disasters, revolts, insurrections, fires, earthquakes, floods, impossibility to find raw materials, suspension of the supply of electrical energy for reasons not attributable to the Vendor and, to the extent that these occur at a national level, strikes.
10. Handling of personal data
10.1 Each party undertakes to handle the data relating to the other party with the sole purpose of executing the Contract, in accordance with the applicable legislation on the handling of personal data.
10.2 The parties acknowledge that both will have the role of Data Controller in accordance with art. 28 of Legislative Decree n. 196/2003 for the handling of the data relating to it.
11.1 The present General Sale Conditions, the Order Confirmations, the Technical Documentation any other information or material provided by the Vendor to the Client are considered strictly confidential and may not be notified (entirely or in part) to third parties without the written authorisation of the Vendor.
12.1 The present or future invalidity or ineffectiveness of one or more of the provisions contained in the present General Sale Conditions will not prejudice the validity and effectiveness of the entire document.
12.2 The waiving by one of the parties to any of its rights in the event of a breach by the other party of the terms contained in the present General Sale Conditions does not represent a waiver to said term subsequently or a waiver to its rights.
13. Governing law and jurisdiction
13.1 The present General Sale Conditions are governed by Italian law.
13.2 Any dispute which may arise between the parties with regard to the validity, interpretation, effectiveness or termination of the Contract, or which originates or stems from this, will e referred exclusively to the Court of Milan.