GENERAL CONDITIONS OF SALE
Article 1: Application and definitions
1.A The General Conditions of Sale (here inafter referred to as GCs) described herein govern all supply relationships between IND.I.A. SPA and the Customer. Even if they are waived in writing, they will remain in force for all the parts not expressly waived. Contrasting or discrepant conditions with respect to these GCs will only apply if written confirmation is received from IND.I.A. SPA. Any General Purchasing Conditions from the Customer will not be applicable to the supplies and, under no circumstances, will invalidate these General Conditions of Sale, which will therefore prevail over the General Purchasing Conditions of the Customer.
1.B For the purposes of these GCs:
CONSUMER / CUSTOMER : means all natural persons who act for purposes unrelated to their business or professional activity.
PROFESSIONAL / CUSTOMER: means all natural or legal persons who act in the exercise of their business or professional activity or as intermediaries.
OFFER / QUOTE: means the written communication prepared solely for commercial communication purposes regarding its own prices and product models without any legal constraint on the part of IND.I.A. SPA.;
ORDER / ORDER CONFIRMATION: means the order received by the customer or the order confirmation following acceptance by the customer following the offer from IND.I.A. SPA.; the offer / quote can become an order if it is confirmed and signed by the customer and also delivered electronically to IND.I.A. SPA. From the completion of the order, the present general conditions are an integral part of the same together with any other document with which the parties have intended to settle their relationships.
Article 2: Contract and order
Acceptance of the offer of IND.I.A. SPA by the Customer or sending an order to IND.I.A. SPA whatever the means of communication, shall imply the application of these General Conditions of Sale and constitute a waiver by the Customer for the application of their General and particular Purchase Conditions.
The price offers from IND.I.A. SPA. are valid for 15 days starting from their formulation and are limited to the products (for codes and quantities) shown in the offer itself. At the end of this period, the offer will lose its validity.
The validity of orders transmitted to agents and / or area managers of IND.I.A. SPA are subject to company acceptance by written confirmation of the order to the Customer.
Acceptance of the offer from IND.I.A. SPA by the Customer or sending of an order to IND.I.A. SPA by the Customer must be considered an immediately irrevocable proposal.
Any orders of material for quantities lower than the minimum standard packaging lots must be previously accepted in writing to the Customer by IND.I.A. SPA and may be subject to price increases deriving from the re-handling of the packaging.
Article 3: reservation for non-acceptance
IND.I.A. SPA reserves the right not to accept the Customer’s order without any obligation to state a reason.
Article 4: Order item and changes
4.A The object and price are strictly specified in the order, meaning excluding what is not specifically indicated or included in it. The CONSUMER OR PROFESSIONAL Customer recognizes that the specific characteristics of the works and in particular the measurements of the same as reported in the order correspond to what was requested. However, our items are made with natural products which are also processed by hand. For this reason, any imperfections and irregularities are not to be considered defects but rather unique and valuable features that distinguish the craftsmanship.
As a consequence, the parties immediately waive any dispute towards IND.I.A. SPA in any way attributable to characteristics and measures not indicated in the order.
4.B After signing the order, the Customer cannot change the qualitative and quantitative choices of the products. IND.I.A. SPA reserves the right to accept the changes proposed by the Customer. In any case, changes and modifications requested by the Customer must be communicated to IND.I.A. SPA no later than three working days from the order. In any case, the Customer shall bear any higher costs deriving from the advanced modification or variation requests (for example increase in quantity) as per new order confirmation issued due to the requested changes. In the previous case IND.I.A. SPA reserves the right to extend the agreed delivery times.
4.C IND.I.A. SPA reserves the right to modify its products at any time in order to improve its performance, upon notice to the Customer in case of substantial changes. IND.I.A. SPA reserves the right at its sole discretion to make, during the execution of the order, all the modifications it deems necessary and / or appropriate to produce the products in a workmanlike manner. In these cases the changes must be considered accepted by the Customer at the time of signing these “GCs” without the need for anything else.
ARTICLE 5: WITHDRAWAL AND RETURNS
5.A Where the Customer qualifies as a Consumer in accordance with Article 1.B of the present “GCs”, the Customer is entitled to withdraw from this order within 5 (five) working days from the signing of the contract by registered letter with acknowledgement of receipt or PEC signed by the same Customer, to be sent to the registered offices of IND.I.A. SPA, via Vicenza 6/14, 36034 Malo (Vicenza), Italy or to firstname.lastname@example.org. The communication of withdrawal of the Consumer Customer can be sent by fax and e-mail within the aforementioned deadline, provided that it is confirmed by registered letter with acknowledgment of receipt within the following 48 hours. Notwithstanding IND.I.A. SPA shall be reimbursed for any expenses incurred in the meantime for the fulfillment of the contract.
5.B Acceptance of the offer from IND.I.A. SPA by the Professional Customer or the dispatch of an order to IND.I.A. SPA by the Professional Customer must be considered immediately irrevocable, therefore any possibility of return is excluded unless there is express written agreement from IND.I.A. SPA.
5.C Returns will be accepted, subject to the written agreement of IND.I.A. SPA, only if a cause is attributable to IND.I.A. SPA. Once the cause has been ascertained, the return will be made according to the Ex-Works method. In no case may a return be made for material that has been tampered with, worked or handled in any way and, in any case, not properly packed.
Article 6: Samples
The material samples shown to the Customer before signing the order or offer / quote are purely indicative. Therefore, no grievance or non-compliance can be put forward by the Customer in light of any possible differences between the materials or works provided and the samples themselves. Upon the Customer’s express request, samples may be made of the ordered material. The price for such samples must be agreed in writing.
Article 7: Discounts
No discount will be granted by IND.I.A. SPA, without express discounts being written in the order confirmation.
Article 8: Prices and methods of payment
8.A Product prices refer to the price list in force at the time of acceptance of the sales proposal or order confirmation.
8.B IND.I.A. SPA reserves the right to change the current price list at any time, upon written notice to the Customer.
8.C The fee fixed in the order can be unilaterally modified by IND.I.A. SPA in cases where the costs of raw materials or labour are subject to variations exceeding 5%. To this end, with the knowledge of these “GCs”, the Customer expressly authorizes IND.I.A. SPA to review the prices.
8.D Prices always refer to EXW (INCOTERMS® 2010), unless otherwise agreed in writing between the parties, and are shown net of taxes, duties and charges of any kind. As a consequence, they will be increased by the VAT rate and any other applicable taxes, as well as any transport costs agreed upon at the time of ordering.
8.E Payments must be made following the instructions contained in the sale offer or in the order confirmation and directly to IND.I.A. SPA. Unless otherwise agreed, payments will be made in Euros and within 30 days from the invoice date and in any case according to the conditions set out in the order confirmation.
8.F Failure to pay the amount due according to the procedures in the order confirmation, or even just one of the instalments, possibly agreed and described in the order confirmation, will entitle IND.I.A. SPA to suspend execution of the contract and demand legal interest plus any administrative costs, or indeed entitle IND.I.A. SPA to demand the termination of the contract and seek compensation for damages.
8.G In the case of payment by cheque, this must be received with recourse. The type of payment will be agreed upon at the time of ordering and in writing.
8.H IND.I.A. SPA reserves the right to agree with each Customer payment terms other than those indicated in these conditions of contract in art. 8A), 8B) and 8C), which will be indicated in the order. Failing this, the payment conditions pursuant to art. 8A), 8B) and 8C) shall be applied.
Article 9: Delay or non-payment
9.A In case of defect of total or partial payment of the delivered goods, IND.I.A. SPA. reserves the right to suspend all ongoing supplies to the Customer; change the payment conditions and the subsequent supplies; and request, starting from the expiry date of the payment and without any formal necessity, the default interest on the sum due, at the rate required by the law in force for commercial transactions (in particular, Legislative Decree no. 231/2002 and subsequent additions). IND.I.A. SPA reserves the right to request compensation for damages incurred.
9.B In the event of termination of the contract due to non-fulfilment, even partial, by the CUSTOMER, the sums already paid by the same, will remain with IND.I.A. SPA. as compensation, notwithstanding compensation for major damages.
Article 10: SOLVE ET REPETE
Notwithstanding the provisions of this contract even in the event of a dispute by the Customer / Consumer or Professional or his representative at the time of delivery of the goods, assembly of the ordered products, correct use of the same or reporting of defects, the customer cannot in any case refuse or delay payments after the agreed deadlines as indicated in Article 5 of these General Terms and Conditions of IND.I.A. SPA and with reference to the clause of the proposition of exceptions of Article 1462 of the Italian Civil Code.
Article 11: Delivery
11.A Except for agreements between the parties, the delivery of goods means FCA (INCOTERMS 2010®). Consequently, the risks are transferred to the Professional Customer and Consumer at the time of delivery to their appointed carrier.
11.B The delivery time indicated upon order placement is to be considered only an indication and is therefore not an essential term. Therefore, any reasonable delay in the delivery of the products will not entitle the Professional Customer and Consumer to request compensation for damages or cancel the order.
11.C The transport risk is fully borne by the Professional Customer and Consumer.
11.D In the case of missing goods at the time of delivery, the Professional Customer and Consumer should indicate any reservations at the time of receipt of the material, writing them down and signing it in the transport document. These reserves must also be confirmed in writing within 5 days after delivery, by registered letter with return receipt.
11.E The delivery times indicated in the contract are not exhaustive and are valid under normal conditions of work and supply so that their start will start when IND.I.A. SPA receives all the complete and definitive elements needed to produce all the ordered products which cannot be subsequently modified by the Customer. When calculating the delivery terms, the traditional holiday periods must be excluded, i.e. from 01/08 to 15/09 and from 20/12 to 10/01.
11.F Partial deliveries are allowed which will result in the issuance of the associated invoice and simultaneous payment by the Professional Customer and Consumer.
11.G The Professional Customer and Consumer or his agent must be present at the place of delivery indicated in the order and must sign the relevant transport document. In the event that the Professional Customer and Consumer or his representative at the time of delivery is not present or immediately available, you can proceed with the unloading without IND.I.A. SPA being directly responsible for the incorrect placement of the same.
11.H In the event the Professional Customer and Consumer requests a postponement of the delivery, IND.I.A. SPA reserves the right to charge the Consumer and Professional Customer the storage costs at the rate of 5 euros (five) per square metre of storage space used in the warehouse per week. IND.I.A. SPA will not be responsible for damage caused to products due to handling in the warehouse.
Article 12: Justifiable delays of supplies
IND.I.A. SPA cannot be held responsible for the failure to comply with its contractual obligations insofar as such non-fulfilment derives, directly or indirectly, from:
a) reasons beyond its control and/or force majeure;
b) actions or omissions by the Professional Customer and Consumer, including the failure to transmit the necessary information to execute the supply;
c) failure to comply with the payment terms by the Professional Customer and Consumer;
d) inability to obtain materials, components or services needed to carry out work and supply products.
In the event of any of the above, IND.I.A. SPA must notify the Professional Customer and Consumer indicating the causes of the possible delay and the new expected delivery date. If the delay is caused by actions or omissions of the Professional Customer and Consumer, IND.I.A. SPA will also be entitled to fair review of the price.
Article 13: Product compliance and guarantee
13.A. IND.I.A. SPA guarantees the correspondence of all products supplied, for quality and type, to the sales contract or order confirmation. The warranty for factory defects is limited to product defects due to defective material and raw material used by IND.I.A. SPA. The warranty does not cover defects caused by wear of the products for parts subject to rapid and continuous wear, nor any discrepancies in the product compared to the technical data expressed in the commercial catalogues of IND.I.A. SPA, confirming the craftsmanship inherent in the product. The validity of the guarantee is subject to the condition that the products are correctly stored and used. The Professional Customer is required to check the goods at the time of receipt and to communicate any obvious defects within 8 days of delivery, and before each use.
13.B In the case of a Consumer, if there is a non-conformity, the same will be entitled to request the Seller to repair or replace the defective material, without charge of expenses, unless the work requested is impossible or excessively burdensome. If replacement or repair is not possible, the Consumer is nevertheless entitled to a price reduction or reimbursement of the sum, commensurate with the value of the material when returning the defective product to the seller. The legal warranty is valid for two years from the delivery of the goods and must be claimed by the Consumer within two months of discovering the defect. Any dispute must be presented in writing to IND.I.A. SPA by sending a registered letter with an acknowledgment of any defect or non-conformity.
13.C The Professional Customer is required to check the goods at the time of receipt and to communicate any obvious defects within 8 days of delivery, and before each use. Any dispute must be presented in writing to IND.I.A. SPA by sending a registered letter with return receipt within the aforementioned term of 8 days, indicating in detail any defect or non-conformity. Should the Customer make the verification of the material impossible, or fail to return it within 10 days from the request by IND.I.A. SPA, the Professional Customer will lose the right to the warranty. Following a regular complaint regarding the defect by the Professional Customer and verification of the existence of the same by IND.I.A. SPA.confirmed in writing, the latter may choose between the following options: a) to repair the defective products; b) to send to the Professional Customer’s premises (without additional costs charged to the latter) products of the same kind and quantity; c) to issue a credit note in favour of the Professional Customer for an amount equal to the value indicated on the invoice of the returned products; d) to grant a discount to the Professional Customer. In these cases, IND.I.A. SPA may demand the return of defective products, which will be returned to their ownership. Unless otherwise agreed between the parties, all expenses related to the intervention and technical assistance of IND.I.A. SPA will be borne by the latter.
13.D In the event that the defects found are not attributable to IND.I.A. SPA., the Customer will be charged with repair and replacement costs. This warranty excludes any other liability for IND.I.A. SPA caused by the products supplied; more precisely, the Customer cannot request further damages and under no circumstances will IND.I.A. SPA be held liable for indirect damage or any other damage. The liability of IND.I.A. SPA may under no circumstances exceed the value of the product referred to. In no case can IND.I.A. SPA be held liable for the loss of profit, or for the non-use, even partial, of the products.
13.E For both the Consumer and Professional Customer, the operation of the warranty on the products purchased is conditioned to the total payment of the goods. IND.I.A. SPA is exempt from any liability in case of theft and / or vandalism of the products once they have been delivered to the Customer.
Article 14 – Confidentiality
14.A The Customer agrees to treat information / technical data / drawings / know-how / documentation received from IND.I.A. SPA as confidential and undertakes to limit its use exclusively for the purposes related to the performance of the contract. The confidential information / documents may only be reproduced with prior agreement with IND.I.A. SPA. and each copy issued must be returned to IND.I.A. SPA. if requested.
14.B The above indications do not apply to information that: a) is in the public domain or becomes public, not through a disclosure of the Customer, his employees or his collaborators; b) was already owned by the Customer before they were transmitted by IND.I.A. SPA; c) has been disclosed from sources that are not subject to restrictions to which the Customer is subjected.
Article 15 – Prohibition of contract transfer
15.A The transfer to third parties of the contractual rights and obligations of the Professional Customer is not permitted without the prior agreement of IND.I.A. SPA. IND.I.A. SPA. will have the right to transfer the credit generated by the contract to third parties at any time, upon written notification to the Customer.
15.B The total or partial invalidity of one or more articles of the General Conditions of Sale present will have no effect on the validity of the others. It is understood that any tolerance to these General Conditions of Sale cannot, in any case, be interpreted as a waiver to exercise the rights and / or the faculties connected or related to it.
Article 16: Advertising material
The products of IND.I.A. SPA can, for advertising purposes, be reproduced in various ways, both paper and multimedia. Therefore, the names of the customers, addresses and photographs of the works carried out will be used in order to create an advertising network of the works carried out. This information marketing service will be available on the site www.india.it or on other proprietary sites. Any refusal by the Customer, or requirement by the same to no longer be part of the advertising network, must be received by IND.I.A. SPA in writing with a definite date via registered letter sent by the Customer.
ARTICLE 17: VALIDITY OF THE GENERAL CONDITIONS OF SALE
For individual orders issued in application and after the date of the signing of these Contractual Conditions of Sale, only these general conditions of sale will be applied, therefore the applicability of other General Conditions or other proposed modifications of the two parties is also excluded, even if subsequently made known, unless specifically approved with the joint signing by both PARTIES of an amending act of this Contract. Any other, different and previous contract of general conditions of sale is cancelled and replaced with effect from the signing of these general conditions of sale. Any modification of these terms and conditions must be by written agreement signed by both parties.
Article 18: Place of jurisdiction
For any dispute related to the interpretation and / or execution of these General Conditions, and to the supply contracts to which these General Conditions apply, the Courts of Vicenza shall have exclusive jurisdiction.
Pursuant to Articles 1341 of the Italian Civil Code, 1469 bis of the Italian Civil Code art. 33 and following Legislative Decree 206/05 (Consumer Code), the Customer declares to have treated individually, to have read and approve specifically the provisions outlined in the following points: Article 2: Contract and order; Article 3: reservation of non-acceptance; Article 4: Subject of the order and changes; Article 5: Withdrawal and returns; Article 6: Samples; Article 7: discounts; Article 8: prices and methods of payment; Article 9: Delay or non-payment; Article 10: SOLVE ET REPETE; Article 11: Deliv
ery; Article 12: Justifiable delays of supplies; Article 13: Product compliance and warranty; Article 14: Confidentiality; Article 15: Prohibition of transfer of the contract; Article 16: Advertising material; Article 17: Jurisdiction.
INFORMATION pursuant to Legislative Decree 196/03: IND.I.A. SPA, the Data Controller, processes freely provided personal data for the purpose of provision of its specific products / services, to provide for the related invoicing and consequent tax compliance, to retrieve information obtained from registers, public lists, chamber registrations, related to the patrimony , to the economic situation, to judicial documents, necessary for tax purposes or relating to the availability and correspondence with them, as well as to send information of an administrative nature. The recorded data can also be used for statistical reports on our activity, as well as for sending information to the interested party. The data may be processed, on paper or in digital format, by internal staff within the Company and may be communicated to external agents of the Company for the same purposes of collection, as well as Chartered Accountants, Lawyers or Credit Institutes for their services specifically entrusted. The works carried out by IND.I.A. SPA for advertising purposes will be reproduced in various solutions, both paper and multimedia. Therefore, the names of the customers, addresses and photographs of the works carried out will be used in order to create an advertising network of the works carried out. Any refusal by the Customer, or requirement by the same to no longer be part of the advertising network, must be received by IND.I.A. SPA in writing with a definite date via registered letter sent by the Customer. The Customer may their rights pursuant to Article 7 of Legislative Decree 196/2003 by contacting the Data Processor, Bruno Gonzato, who has a complete and updated list of all the Data Processors.
SPACE RESERVED FOR ACCEPTANCE OF IND.I.A. SPA having taken note of the foregoing, IND.I.A. SPA declares they accept the “GCs” above and to execute them in the terms and manner established above.