1. General Provisions
These General Sales Conditions are applicable to any order forwarded to FARAONE INDUSTRIE S.p.A. (hereafter referred to as "Vendor") by the retailers (hereafter referred to as "Customers"). Transmission of an order implies acknowledgement and acceptance of these General Sales Terms and Conditions. These conditions shall apply to the exclusion of any other clause or condition, except for any special clause agreed in advance in writing and signed for acceptance by the parties. Orders placed by e-mail, telephone, fax or post imply acceptance of the General Sales Terms and Conditions. The Vendor reserves the unquestionable right to amend these General Sales Terms and Conditions at any time.
All orders are irrevocable and must always specify the quantity, technical specifications and all elements necessary for the correct identification of the products. Orders in whatever form placed by the Customer shall in no way be binding for the Vendor, who may therefore not accept them or accept them partially at its sole discretion. Any subsequent requests for variation and/or cancellation must be made in writing and shall not be valid unless accepted in the same form by the Vendor. The Vendor may in any case suspend the execution of the supply in the event of a decrease in the Customer's solvency, such as, by way of example but not limited to, in the event of non-payment, protests, seizures, attachments, subjection to bankruptcy proceedings and prejudicial acts in general. In such a case, the Vendor may, at its own discretion, suspend performance of the contract and require the provision of personal or collateral security, or terminate the contract due to non-performance by the purchaser, pursuant to Art. 1456 of the Civil Code, also requiring immediate payment of overdue invoices by written notice.
3. Delivery and Shipping
Delivery of products for both Italian and foreign-based customers will take place as per the delivery indicated in the order delivery. If the Customer does not withdraw the products, the Vendor may store them on behalf and at the risk of the Customer and, upon notification of such storage, invoice them as if they had been delivered. In any event, the Vendor shall be entitled, without prior notice, to resell them and to claim damages. Any complaints must be made directly at the time of delivery. The Vendor reserves the right to make partial deliveries resulting in invoices to be paid within the terms agreed upon in the order confirmation. Delivery of a smaller quantity of products than ordered does not release the Customer from the obligation to accept delivery and pay for the delivered products. Unless expressly agreed otherwise in writing, fulfilment of the order after the specified delivery time shall not entitle the Customer to demand termination of the Contract. Any delivery deadlines are purely indicative and have no contractual value. Any delays in the delivery of products shall in any event not entail any liability on the part of the Vendor. The Customer may therefore neither charge nor claim from the Vendor any compensation for damages suffered due to any delay in delivery of the products.
Unless expressly stated otherwise, in the Order Confirmation the prices are net of all charges for taxes and transport, insurance, shipping, storage and similar costs, which are to be borne by the Customer. Any increases in such charges, which become effective after the date of Order Confirmation, shall be borne by the Customer. The offer is valid for 60 days from the date of the quotation. Should increases in material costs, changes in exchange rates or other factors occur during the course of the delivery, the Vendor reserves the right to change the prices, starting from the dates on which such increases occurred.
Payments shall be made in the manner indicated on the order accepted by the Vendor. After expiry of the agreed payment period, default interest shall be charged, without prior notice, at the rate provided for under Art. 5 of Legislative Decree. 231/2002, without prejudice to compensation for greater damage. In the event of non-compliance by the customer with the terms and conditions of payment, the Vendor may: - demand immediate payment of all receivables due to forfeiture of the benefit of the term; - suspend supplies in progress or complete them only against payment in advance; - withdraw from all further contracts entered into with the Customer and interrupt negotiations in progress with the same; terminate the contract pursuant to Art. 1456 of the Civil Code. In the aforementioned case of termination of the contract, the Customer, in addition to having to pay the Vendor the full amount owed, shall be obliged to compensate all damages suffered as a result of the breach of contract. This is without prejudice, however, to the Vendor's right to demand performance of the contract. In the event of non-payment, the Vendor reserves the right to suspend delivery of the material under warranty. The Vendor may grant payment extensions subject to an assessment of the customer's potential solvency.
6. Complaints and Returns
Complaints for tampering or shortage of materials must always be made by the Customer to the carrier at the time of delivery. Complaints may never result in the cancellation or reduction of the order by the Customer, let alone the payment of compensation of any kind by the Vendor and, in any case, payment beyond the stipulated deadline. Any return must always be previously agreed upon with the Vendor and can only be accepted if the material and its packaging are perfectly intact. The disputed goods shall be returned free of all charges and with an accompanying bill stating the reasons for the return.
The warranty lasts two years from the date of delivery of the product and applies to spare parts only. Labour and mileage costs are excluded. There is a six-month warranty for batteries. This warranty is limited exclusively to the repair or replacement, free of charge, of parts acknowledged to be defective, due to material defects or deficiencies in workmanship. The warranty is void if parts returned as defective have been tampered with or repaired in any way. The warranty does not cover defects caused by improper use of the product or normal wear and tear of components. The Vendor assumes no liability whatsoever for damage resulting from accidental events of any kind occurring during the use of the products. In the event of a defective component being reported by the Customer, during the product's warranty period, it shall be the Customer's responsibility to send the component to the Vendor at his own expense, who shall send it to the supplier of the component for inspection. The Vendor will ship a new component, which will be invoiced free of freight charges. In the event that the component supplier establishes a production defect, a credit note will be issued in respect of the invoice issued. If the supplier determines that the component has been damaged by improper use of the product, no credit note will be issued and the cost of repair will be charged to the Customer. A one-year warranty is provided for both parts returned under warranty and parts purchased by the customer after the warranty period has expired. In the event of non-payment, the Vendor reserves the right to suspend delivery of the material under warranty.
8. Complaints - Communications
Complaints and objections of any kind must be submitted to the Vendor's head office. For the purposes of any order and the subsequent contract, the Customer elects domicile at the place indicated on the title page of the order itself and all communications may be sent to him at that domicile, or at such other registered office as the Vendor may choose.
9. Applicable law and competent court
The Contract and the rights and obligations of the Parties arising therefrom shall be governed by Italian law. The Court of Teramo shall have exclusive jurisdiction over all disputes arising between the Parties in connection with this Agreement.