1 – TERMS OF THE CONTRACT
The orders are an irrevocable proposal therefore they cannot be revoked by the buyer. Orders are intended expressly made by the buyer and accepted by FONTANOT S.p.A. for the product model or models which will be in production at the time of order execution by FONTANOT S.p.A., even if there are differences with previous catalogues. The proposal is considered accepted by FONTANOT S.p.A. after ten working days from receipt thereof without sending the buyer notification of non-acceptance or refusal of the proposed payment methods. Any change request must be considered – where not merely a withdrawal – as a new proposal and as such subject, for all intents and purposes, to the acceptance of FONTANOT S.p.A. All subsequent orders and/or additions to the main supply will always be subject to all these general terms and conditions of sale. The proposal establishes a buyer-seller agreement and not a tender contract.
2 – PRODUCT FEATURES
Any information or data concerning the features and/or technical specifications of the products and their use, such as size, weights, colour, etc. and the other data contained in the catalogues, brochures, circulars, advertisements, illustrations, price lists or other illustrative documents of the seller, shall not be binding within the tolerances customary in the sector and, therefore, any qualitative differences will be considered compliant with the order.
3 – RESPONSIBILITY OF INFORMATION PROVIDED
By signing the order, the buyer assumes full responsibility for the accuracy of the information provided. All measurements are therefore intended as gathered by the buyer even if staff employed by the seller was used to acquire them. Any measurement errors will therefore in any case be attributed exclusively to the buyer. All annexes to this order are considered an integral part thereof, approved and accepted by the buyer.
4 – CLAIMS
Any claims for defects, faults or non-compliance of the goods as regards the order must be made in writing only by registered letter with return receipt at the offices of FONTANOT S.p.A. within the maximum and mandatory deadline of 8 (eight) days from the delivery of the goods; this deadline is hereby agreed upon on pain of forfeiture with exemption from any liability for FONTANOT S.p.A. in the event that the buyer does not fulfil its obligation. Any claims regarding missing or damaged packages must be addressed to the carrier on collection. No claim may be enforced in court if due payment of the goods to which the claim refers has not been made. The buyer may not delay or avoid payments for any reason and/or dispute, FONTANOT S.p.A. availing itself of the expressly agreed clauses referred to in art. 1462 of the (It.) Civil Code.
5 – DELIVERY TERMS AND METHOD
The delivery terms must always be understood as purely indicative and not binding, with effect from the tenth business day following receipt of the order provided that this is complete in all its parts and inclusive of the relative technical data sheet. Should a technical report be required, the buyer must always sign it for acceptance and approval. In this case, the delivery terms take effect from the date of receipt of this report in the aforementioned required format. Delays due to force majeure or unforeseeable circumstances, disproportionate costs or impediments of any nature or to acts or omissions of the buyer are not considered attributable to the seller. In these cases the buyer will not be entitled to indemnity or compensation of any kind, while FONTANOT S.p.A. reserves the right to fully or partially cancel contracts, to suspend or extend their performance. When goods are ready for delivery, if the buyer requests not to collect or not to receive the goods shipped carriage forward, FONTANOT S.p.A., at its discretion, can issue a final invoice without shipping the goods, thus causing the payment deadline to take effect.
6 – PACKAGING AND TRANSPORT
The buyer is responsible for packaging and transport. The goods travel at the buyer’s risk. Goods are delivered “ex works”, also when it is agreed that the shipment or part thereof is handled by FONTANOT S.p.A.
7 – PAYMENT
Where no special agreements which must be included on the offers and/or order confirmations, the payment of the supply must be made upon delivery of the object of the supply itself; the transfer of the relative amount to the headquarters of FONTANOT S.p.A. remains at the risk of the buyer. If different payment terms other than the general one indicated above is agreed, the same terms will apply, always from the date of supply. Payments are due by the buyer under the terms and by the methods established in the order and may not be amended and suspended on pain of forfeiture of any exception for any dispute that may arise between the parties. Payments not made to FONTANOT S.p.A. or to appointees with due mandate will not be accepted. If payments are made by draft or cash order, the collection costs and any bank charges and stamp duty will be borne by the buyer. It is understood that any dispute relating to delivery delays or other does not give rise to the right to delay the agreed payment.
8 – DEFAULT
The failed or delayed payment, of even a single instalment, or non-compliance with any other commitment that the buyer assumes under the order, will result in the dissolution of the contract without prior request or demand; FONTANOT S.p.A. is entitled to demand the immediate payment of all the amounts, even if they have not expired, or the return of the supply items. In this case, the amounts paid up to that moment remain acquired by the seller as freight, deterioration and diminished commercial value of the items, without prejudice to the liability of the buyer for misuse of the items and as reimbursement for the judicial and extrajudicial expenses to which its behaviour has given rise. Delayed payment beyond fifteen (15) days of the terms fixed in the order will result in the application of the legal interest equal to the statutory discount rate plus THREE points on the amount due and from the date on which such amount is due, for natural persons, while for legal persons, it will result in the application of default interest according to (It.) Legislative Decree no. 213 dated 09/10/02. Non-payment on delivery or after five days have elapsed from the date set for the delivery, if direct remittance payment has been agreed, authorises the seller to issue a draft or cash order on demand. In any case the delayed payment will cause the acceleration clause to come into effect for instalments not yet accrued and authorise the suspension of any ongoing supply.
9 – RETENTION OF TITLE
FONTANOT S.p.A. remains the owner of the entire supply until the full payment of the agreed price has been made, meaning that it is sold with title retention agreement pursuant to art. 1523 of the (It.) Civil Code. In case of default by the buyer, FONTANOT S.p.A. will be entitled to collect the goods supplied, retaining what has already been paid as compensation, without prejudice to compensation for all additional damage and in derogation of the provisions of art. 1526 of the (It.) Civil Code without possible reduction by the Judge. It is excluded that the material may be considered incorporated in the building after installation, constituting only removable and enforceable property of FONTANOT S.p.A. FONTANOT S.p.A. is authorised to bring the title retention agreement to the attention of third parties.
10 – ASSEMBLY
The execution of the assembly of the goods supplied, where performed by FONTANOT S.p.A., may not become the object of a dispute once the assembly of each single piece supplied and accepted by signing the relative form has been completed. Assembly does not however include masonry works, labour and the positioning of the goods on the installation floors. If at the time of assembly the masonry works are not adequate, also for any changes made after the measurements, to ensure the positioning on site and the fixing of the goods, such as to make it necessary to use fixings that are more expensive than those under the standard systems in use at FONTANOT S.p.A. and requiring repeated local visits, the buyer will bear the costs, reimbursing FONTANOT S.p.A. for the higher costs incurred. The supply may in no case be considered as completed by FONTANOT S.p.A. under tender contract. The company also assumes no liability for any disputes concerning the assembly if it has not been carried out by staff of the company itself. If the assembly of the goods does not take place within fifteen days of delivery for reasons not attributable to FONTANOT S.p.A., the latter will however have the right to demand payment of the price of the goods, with the Buyer being entitled to deduct any agreed amount for assembly.
11 – PRICE REVIEW
If the price of labour and raw materials changes in the period between the conclusion of the agreement and its performance, FONTANOT S.p.A. is authorised by the buyer to review the prices set (even those in the price list), even if the aforementioned variations do not exceed one tenth.
12 – OBLIGATIONS OF THE BUYER
The Buyer must arrange a closed room for the storage of materials and work tools. During storage of the materials in the premises, all liability inherent in the good keeping and custody thereof is borne by the buyer who is the custodian for all intents and purposes. FONTANOT S.p.A. is not liable for any theft. The premises must be empty and equipped with locking systems. The buyer is also responsible for unloading materials and lifting them to floors, electricity, any masonry works, arranging, when necessary, wall anchoring supplied in advance by FONTANOT S.p.A., collections for authorised public landfills, the final cleaning of the product and of the premises, any dismantling and reassembly of existing suspended ceilings and tax charges.
13 – SUPPLY FOR AREAS SUBJECT TO SEISMIC RISK AND ADMINISTRATIVE AUTHORISATIONS
FONTANOT S.p.A. may provide, if specifically requested, the drawings and the structural calculation report, so that the buyer can submit reports to the relevant bodies. The foregoing in accordance with applicable laws. The prices of this supply are indicated in the current price list. FONTANOT S.p.A. in any case limits itself to providing the calculations of the elevated load-bearing structures. No obligation is undertaken for the planning and calculation of the foundations, in the land-foundation works complex, or for the process of delivery of the calculation reports to the authorised offices, or for keeping worksite books and Project Management, which will allow inspection and static fitness certificates to be obtained. The S.p.A. is exempt from any charge relating to inspection costs. FONTANOT S.p.A. will not in any way be liable for any supplies that do not meet the requirements of specific legal provisions or similar, if the Buyer has not previously indicated in writing any local or general laws to be complied with and the use for which the supplies are intended.
14 – WARRANTY
The products sold are subject to the legal warranty for the buyer with the express exclusion of any further standard warranty, for a term and with methods and terms envisaged by the Italian Civil Code.
15 – JURISDICTION
Any dispute shall be referred to the exclusive territorial jurisdiction of the Court of Rimini with the exclusion of any other Court, even in the case of payment agreed by means of drafts, bills of exchange or transfers.
16 – INFORMATION NOTICE ON THE PROCESSING OF PERSONAL DATA PURSUANT TO ARTICLES 13-14 OF EU REGULATION 2016/679
Pursuant to articles 7-13-14 of the new European Regulation 2016/679, the buyer must declare that they have read information notice no. 14754.51.380258.1257697 relating to the personal data that will be processed, that they have received a copy thereof and that they have given their consent by signing the user agreement shown on page 6 of the information notice that is an integral part of this proposal.