• 1.1 For the purposes of these general conditions of sale (hereinafter referred to as “General Conditions of Sale”), the following terms shall have the meanings set forth below:
• “Client”: any purchaser of Seller’s Products being a company, a body, a legal person or an individual;
• “Order Acknowledgment”: the Order’s written acceptance issued by Seller;
• “IP Rights”: any and all industrial and intellectual property rights of which Seller is owner, licensee or holder of any other equivalent right, including but not limited to: patents rights, design or models rights, utility models rights, Trademarks, know-how, technical specifications, data, formulas, whether registered or unregistered, as well as any application for any and all of the foregoing or right of similar nature or having equivalent effect;
• “Trademarks”: any and all trademarks which the Seller is owner of, licensor of or holder of any other equivalent right;
• “Offer”: Seller’s written offer relative to the sale of the Products sent to the Client and representing an invitation to offer;
• “Order/s”: each order of purchase of the Products sent by Client to Seller, spontaneously or following to Seller’s Offer, containing a description of the Products, the quantity, the price, the delivery terms and the payment terms;
• “Products”: the goods, systems and/or solutions manufactured and/or marketed by the Seller;
• “Sale/s”: each sale contract executed by and between Seller and Client pursuant to section 3 below;
• “Seller”: Stafer S.p.A.
2. Terms of the sale contract
• 2.1 These General Conditions of Sale apply to any and all sales of Products and, together with the special conditions set forth in each Sale and in its attached documents, form the integral and exclusive regulation of the contractual relationship between Seller and Client. Should any of the terms or conditions of these General Conditions of Sale be inconsistent with any of the special terms and conditions of each Sale, the latter shall prevail. Seller is not bound by any client’s standard terms & conditions of purchase (“STCs”) even if referred to or contained in any Order or any other document issued by Client, unless ex-pressly agreed to in writing by Seller. Seller never accepts to be bound by any STCs, not even through course of dealing.
• 2.2 Seller is entitled to add, amend or cancel any provision of these General Conditions of Sale, it being understood that said additions, amendments or cancellations apply to all the Sales concluded as of the 30th day following to notice of the new General Conditions of Sale to the Client.
• 2.3 Unless otherwise expressly indicated, catalogues, quotations, price list and the technical documents are of indicative value only and do not bind Seller.
• 3.1 In case Client sends an Order to Seller, the Sale shall be deemed as concluded: (i) when Client receives from Seller the Order Acknowledgment which is consistent with the terms and conditions of the Order, or (ii) should Client receive from Seller an Order Acknowledgment containing terms which are inconsistent with those of the Order, three (3) calendar days after the receipt of the Order Acknowledgment containing inconsistent terms provided that during said days Client has not notified Seller of its challenge in writing, or; (iii) in case of Seller’s failure to send an Order Acknowledgment in writing, in the moment in which the Products are delivered to Client.
• 3.2 Orders cannot be cancelled by Client without Seller’s written consent.
• 3.3 It is agreed by and between the Parties that the Sale is concluded in the Seller’s registered office.
• 4.1 The Products’ prices are those indicated in the Order Acknowledgment. Save as otherwise agreed by and between the Parties in writing, prices are net of taxes, duties, value added tax, transport, packaging and assurances expenses and discounts.
• 4.2 Seller shall remain owner of the Products until full payment of their price, of the interest for late payment and of any other amount due for whatsoever other reason. Until Client has fully paid what it is due, Products can be claimed by Seller wherever they are, even if joined or embodied in goods belonging to Client or third parties pursuant to section 1523 and followings of the Italian Civil Code. During said period, Client shall undertake the obligations and responsibilities of custodian of the Products and shall be prevented from selling the Products, letting third parties to make use of the Products, give third parties the Products as a pledge, letting third parties to seize or attach said Products. Moreover, the Client shall immediately inform third parties of Seller’s retention of title and shall communicate to Seller, without delay, and in writing, any attempt of third parties to challenge the retention of title.
• 4.3 Seller is entitled to unilaterally amend the prices indicated in the Order Acknowledgment and in the Offer should such adjustment be due to circumstances which are out of Seller’s control (by only way of example: an exceptional increase of the price of the raw materials and of the labour cost and significant changes in the exchange rates).
• 5.1 Save as otherwise agreed in writing by and between the Parties, Seller, at its discretion, shall be entitled to issue invoice relative to the Products in any moment after the issuance of the Order Acknowledgment.
• 5.2 Payments shall have to be made in Euro and within the term indicated in the invoice. Should the Client become insolvent, or reduce the guarantees which it gave or not give the guarantees which it has promised to give, payment shall be due immediately and without delay upon receipt of Seller’s written notice regardless of what is set forth in the invoice.
• 5.3 Save for any other remedy provided for by these General Conditions of Sale, failure to pay within the term indicated in the invoice, shall entitle Seller to claim from Client payment of interest for late payment at the interest rate set forth in the Legislative Decree n. 231/02.
• 5.4 Delay in the payment of any of Seller’s invoices or the Client’s patent insolvency shall entitle Seller, to its unquestionable judgment, to suspend the delivery of the Products until the payment of the outstanding invoice(s), and/or to terminate the Sale(s) and/or make the delivery of the Products conditional on the payment in advance or the issuance and delivery of guarantees.
• The suspension of the delivery of the Products, the termination of the Sale(s) and/or the decision to make the delivery conditional on payment in advance or on the delivery of a warranty shall not entitle Client to claim for the compensation for damages.
• 5.5 Seller shall be entitled to set-off its debts due on any ground whatsoever to Client with Client’s debts to Seller. Client is not entitled to suspend payments, neither to setoff even in case of legal proceedings brought against Seller.
6. Delivery terms
• 6.1 Save as otherwise indicated in the Order Acknowledgment, Seller shall deliver the Products Ex Works Seller’s facilities as this term is defined in the Incoterms published by the International Chamber of Commerce in 2010 version and all transactions regarding transport and insurance shall be at the care, expense and risk of Client.
• 6.2 The delivery shall be done, indicatively, within the term indicated in the Order Acknowledgment. In case of Client’s delayed collection or delayed delivery of the Products due to causes that can be referred to Client, Seller shall be entitled to debit to Client warehousing costs, maintenance costs, custody and assurance costs of the Products.
• 6.3 The delivery terms are indicative only and are not of essence pursuant to section 1457 of the Italian Civil Code.
• 6.4 Seller shall not be deemed as liable for delays or for failure to deliver which are ascribable to circumstances which are out of Seller’s control, such as by way of example and by no way of limitation:
a) Client’s inaccuracies or delay in the transmission to Seller of information or data which are needed for the manufacture, labeling, packaging and/or shipping of the Products;
b) difficulties in the raw materials’ procurement;
c) war, acts of terrorism, social conflicts, riots, fires, flood, natural calamities, epidemics;
d) total or partial strikes;
e) measures imposed by the public authorities;
f) forwarder’s delay and/or carrier’s delay.
• 6.5 Occurrence of any of the abovementioned events shall not entitle Client to claim for termination of Sale and/ or compensation for damages or indemnities of any kind.
• 6.6 In case of Ex Works deliveries, terms indicated in the Order Acknowledgment are to be interpreted as terms within which Products are put at Client’s disposal for collection at the Seller’s premises. In all other cases, reference is made to what provided for by the Incoterm agreed from time to time (by only way of example and without limitation, in case of CIF deliveries, terms indicated in the Order Acknowledgment are to be interpreted as terms within which Products are put at carrier’s disposal for collection).
Save as provided for in art. 8 below as regards manufacturing defects or materials’ defects, any difference of the Products delivered to Client in respect to the type and/ or quantity indicated in the Order Acknowledgment shall have to be notified in writing to Seller within 5 calendar days as of the delivery date to Client. Should said communication not be notified within said period, the delivered Products shall be considered consistent with those ordered by Client.
• 8.1 For the duration indicated in article 8.6 below, Seller guarantees that the Products shall be free of manufacturing defects or materials’ defects. Any other warranty not expressly provided for by these General Conditions of Sale, as by way of example the warranty of merchantability, is excluded.
• 8.2 Should Seller, further to the controls carried out, ascertain that the Products reveal manufacturing defects or materials’ defects, Seller undertakes, exclusively, at its discretion, to repair or replace in its plants the defective Products provided that the defects have been notified in compliance with what stated in article 8.4 below.
• 8.3 Save for the free replacement or repair of the Products which are ascertained to be defective by Seller, all other costs relative to the replacement or repair (such as by only way of example, the costs of transport to and from Seller’s facilities and the costs of disassembly and assembly of the defective Products) shall be charged to the Client it being understood that the repair and replacement of the defective Products on site is excluded. The defective Products shall have to be shipped in the original packing or in a packing suitable to protect the Products during the shipment. The defective Products replaced by the Seller shall remain the property of the latter.
• 8.4 Client shall notify in writing to Seller the manufacturing or materials’ defects within 8 calendar days as of the delivery to Client of the defective Products and, in case of defects not detectable by persons of average diligence, within 8 calendar days as of the discovery.
• 8.5 Seller undertakes to repair or replace the defective Products as soon as possible as of their receipt. The defective Products must be sent to Seller’s premises or any other place indicated by Seller from time to time.
• 8.6 The warranty shall be effective as of the date of the iinvoice and shall be valid for;
• 8.6.1 10 years as regards the following Products: motors of the series V6, VM6, V6s, V7, VM7, V7s;
• 8.6.2 5 years as regards the following Products: motors of the series V4, V6 RX2, V6 RX3, VM6 RX2, VM6 RX3, V6 RX-E, V6 RX-E3, V7 RX2, V7 RX3, V6 RX-E, V7 RX-E3;
• 8.6.3 2 years as regards all the other Products. It is understood that for systems and solutions which include among their components the motors indicated in art. 8.6.1 and art. 8.6.2 above, the warranty for the motors shall be valid for 10 or 5 years according to what stated above and for the other components shall be valid for 2 years.
• 8.7 The warranty shall be excluded in the following cases:
• 8.7.1 Failure to follow Seller’s instructions contained in the catalogue and/or in the website www.stafer.com and/or in the technical documentation accompanying the Products regarding, by only way of example, the installation, assembly and/or electric connection of the Products;
• 8.7.2 Failure to carry out or negligence in carrying out ordinary and/or extra-ordinary maintenance of the Proucts;
• 8.7.3 Repair of the defective Products by personnel not authorized by Seller or use of non-original spare parts;
• 8.7.4 Negligent or improper use of the Products;
• 8.7.5 Defects due to transport or installation when not undertaken by Seller;
• 8.7.6 Ordinary wear;
• 8.7.7. Force majeure events.
• 8.8 Save for wilful misconduct and gross negligence and other cases in which Seller’s liability cannot be excluded in force of mandatory rules of the applicable law, Seller’s liability for damages suffered by the Client shall be limited to the maximum amount of the price of the defective Products. To the extent permitted by the applicable law, Seller shall not be liable for indirect and/or consequential damages (such as, by only way of example, loss of chance, image damage)
• 8.9 In any case Client shall not be entitled to enforce warranty rights against Seller if the Products’ price has not been paid according to the agreed-upon terms and conditions. This provision shall apply even if failure to pay according to the agreed-upon terms concerns Products which are different from those regarding which Client is willing to enforce warranty.
9. IP Rights
• 9.1 Seller is the sole and exclusive owner of the IP Rights and their communication or use within the scope of these General Conditions of Sale does not create any right in the Client. Client undertakes not to commit any act which is inconsistent with the entitlement of the IP Rights.
• 9.2 Client represents that: (i) Seller is the exclusive owner of the Trademarks and undertakes to use the Trademarks for the sole purpose of identifying and advertising the Products; (ii) it shall abstain from using and registering trademarks which are similar and/or confusing with the Trademarks; (iii) it shall use the Trademarks exclusively in compliance with Seller’s instructions and exclusively for the purposes set forth in these General Conditions of Sale
10. Early termination
Seller shall be entitled to terminate each single Sale, pursuant to section 1456 of the Italian Civil Code, in any moment by means of written notice to be sent by registered letter with return receipt or by certified email (“PEC”) to Client in case of breach of any of the obligations provided for by the following articles: 4.2 (Prices); 5.2 (Payments); 9 (IP Rights).
11. Domicile, applicable law, jurisdiction and language
• 11.1 Seller is, for legal purposes, domiciled at its principal place of business.
• 11.2 These General Conditions of Sale as well as each Sale shall be governed by and construed in accordance with the Italian Law without having regard to the 1980 Convention of Vienna regarding the international sale of goods.
• 11.3 Any and all disputes arising out of or related to these General Conditions of Sale and/or to each Sale shall be subject to the exclusive jurisdiction of the Court of Ravenna.
• 11.4 Save as provided for in the previous art. 11.3, Seller shall be entitled when acting as plaintiff, to bring legal proceedings in the place where Client has its place of business, in Italy or abroad.
• 11.5 These General Conditions of Sale have been drawn up in Italian and English. In the event of conflicts or doubts with regard to their interpretation, the parties hereby declare that the Italian version shall prevail.