1. General Provisions
1.1 This document contains the General Terms and Conditions of Sale and Delivery which govern sales relationships between "Daprà Max Sas - Daprà Andreas & Co.", with headquarters in Fiè allo Sciliar (BZ), at Via Graf no. 2, Tax code, VAT number and membership with the Register of Companies of Bolzano 00130740210, hereinafter called the "Supplier", and its purchasing customers, hereinafter called the "Purchaser".
1.2 hese General Conditions of Sale and Delivery form an integral part of the contractual relationship between the Supplier and the Purchaser for the supply of the Supplier's products and shall apply without exception, unless otherwise agreed in writing, to all orders made by the Purchaser in any manner (writing, fax, e-mail, telephone, etc.) and related transactions. In particular, these General Conditions of Sale and Delivery signed by the Purchaser, govern, for all parts not expressly waived or modified later, all orders and delivery relationships after their signing, without any need for an expressed reference to the same or a specific agreement made to this effect at the end of each individual transaction between the parties, the General Conditions of Sale and Delivery being deemed valid and accepted by the Purchaser through its orders to the Supplier.
1.3 The Supplier reserves the right to modify, in whole or in part, these general conditions of sale and delivery. In that case, the modified General Terms and Conditions of Sale and Delivery will be resend.
2. Orders - Formation of the Agreement
2.1 Orders placed by the Purchaser shall not be deemed as accepted by the Supplier until they are confirmed in writing by the Supplier. In particular, purchase agreements between the Purchaser and the Supplier shall only be said to exist once the Purchaser receives a written order confirmation from the Supplier.If the Purchaser does not receive a written order confirmation from the Supplier within three days of placing an order in any manner, the Purchaser is required to request one from the Supplier. The Supplier may either confirm or reject the order. No purchase agreement exists between the parties without a written order confirmation from the Supplier.
2.2 Any terms of sale and delivery, other than those indicated above are valid only if expressly agreed to in writing by the Supplier.
2.3 All agreements and statements of a legal nature by the contracting parties are only valid in writing.
2.4 Unless otherwise agreed, orders for amounts totalling less than € 100.00 plus VAT are not accepted.
2.5 Cancellations/revocations of orders are not accepted after thirty (30) days from the date of the order confirmation referred to in paragraph 2.1 above. In the event of cancellation/revocation of orders after this date, the Supplier shall be entitled to receive a payment equal to fifty percent (50%) of the total value of the order by way of penalty.
3. Prices
3.1 All list prices net of VAT.
3.2 The Supplier is free to grant the Purchaser discounts on the list prices according to the amount and frequency of purchases made by the Purchaser.
3.3 In cases of extreme worldwide fluctuations in the prices of raw materials relating to the production of the products sold by the Supplier, the Supplier reserves the right to unilaterally increase the list prices, without notice and with immediate effect, even during the year, if he should deem such an increase in raw material prices as relevant.
4. Payment
4.1 The Supplier requires advanced payment for the first purchase. The payment terms for all orders after the first one shall be agreed upon between the parties.
4.2 The Purchaser is required to make payment of the price of the goods using the methods, the currency, and the terms stated in the order confirmation.
4.3 Any discounts shall be included in the "total invoice amount", located at the bottom right of the invoice. The Purchaser is not authorized to independently apply additional discounts to the aforementioned sum shown on the invoice. Any unauthorized deductions will be charged.
4.4 Failure to pay or any delay or irregularity in payment shall give the Supplier the right to
- suspend any deliveries in progress and/or terminate any existing purchase agreement, even if it is unrelated to the payment in question. The suspension of deliveries in progress and/or the unilateral termination of existing purchase agreements by the Supplier shall not give the Purchaser the right to claim any damages against the Supplier
-unilaterally change the terms of payment and discounts for subsequent orders, and require advanced payment or the issuance of additional guarantees;
-request, from the payment due date and without the need for a formal notice of payment past due, default interest on the outstanding sum, to the extent of the rate provided for by Italian law at each instance in force for commercial transactions and in particular by Legislative Decree no. 231/2002 and subsequent amendments.
Any claim relating to the products and/or the delivery of the same shall in no way be grounds for the suspension or delay of payment. In particular, the terms of payment must be respected even if the delivery of goods is delayed due to causes related to transportation.
5. Ownership of the goods
5.1 The delivered goods remain the property of the Supplier until such time as full payment of the price agreed with the Purchaser has been made.
6. Delivery
6.1 Delivery dates provided by the Supplier in the offer or on the order confirmation by the Supplier are merely indicative and shall not be considered binding for the Supplier, in that they are subject to factors including, but not limited to, the availability of raw materials from third parties, strikes, work stoppages, shipping difficulties and other factors beyond the Supplier's control.
6.2 Unless otherwise agreed, goods are delivered by carriers affiliated with the Supplier and the net cost of shipping charged to the Purchaser on the invoice.
6.3 The Supplier shall not be liable for any delays in delivery. In particular, the Supplier will do everything in its power to deliver the products within the agreed terms, but shall in no case be liable for damages directly or indirectly caused by the delayed fulfilment of an agreement or the delayed delivery of the goods. Any delays in delivery will not entitle the Purchaser to apply penalties or claim damages against the Supplier.
6.4 Packaging, except for special packaging, is included in the price.
6.5 The Purchaser is required to inspect the goods upon arrival. Shipping damage or missing material should be indicated to the driver when unloading and notified in writing to the Supplier within eight (8) working days. Unless notice is made within this period, the delivery and associated goods shall be deemed as accepted by the Purchaser. Arbitrary returns of goods are not accepted.
7. Informational material
7.1 All technical information presented in catalogues, data sheets, price lists or other descriptive documents, provided by the Supplier is, without exception, merely indicative and may not be considered binding. The Supplier accepts no liability for any errors or omissions contained in these documents.
7.2 The Supplier reserves all rights to the documents provided in particular, the right to copy, distribute and translate the material, unless express written permission is granted by the Supplier.
8. Warranty
8.1 The Supplier warrants that the quality of the goods hold to the descriptions contained in the order confirmation or invoice. The products sold by the Supplier to a Purchaser, who is not a private consumer, are covered by a legal warranty for twelve (12) months from the date of sale, unless otherwise agreed in writing between the parties. The warranty is limited merely to the simple repair and/or replacement of defective parts and applies in the event of the objective discovery of defects in materials or construction attributable to the Supplier.
8.2 The Supplier provides each product with instructions for assembly and maintenance, and does not accept any liability for product damage caused by installation and maintenance that do not comply with these instructions.
8.3 The assessment of any defects, flaws or abnormalities that caused the malfunction and any repairs or replacements under warranty, must be made at the Supplier's facilities. The defective goods must be sent to the Supplier at the expense of the Purchaser.
8.4 If, following the assessment of the defects, flaws, abnormalities or malfunction, it is determined that the issue is not covered by warranty, the Purchaser will be charged for the cost of the investigation.
8.5 In the event that the defects, flaws, abnormalities or malfunction are not covered by warranty or are determined not to be the responsibility of the Supplier, any repairs will be made only if mutually agreed between the parties.
8.6 Repairs performed by third parties are not permitted, unless specifically approved in writing by the Supplier.
8.7 Any parts repaired or replaced shall be covered by a warranty for a period of twelve (12) months from the time of delivery of the repaired or replaced product to the Purchaser.
8.8 Consumable materials and corrosion are not covered by the warranty. Moreover, the warranty does not cover product defects caused by the normal wear of parts.
9. Limitation of liability
9.1 In no case shall the Supplier be liable for any loss of sales or decrease in profits, loss of opportunity, loss of use, loss of contracts, loss of production, operating disruptions or delays, cancellation costs, financial or economic losses, indirect or incidental losses, caused in any manner whether directly or indirectly to the Purchaser.
9.2 The Supplier shall be relieved of any and all responsibility and liability for any accident and/or injury to persons and/or damage to property which may occur due to causes relating to or arising from the improper use of its products.
9.3 Except for any wilful liability of the Supplier, the maximum aggregate liability of the Supplier shall be quantified up to a maximum of one hundred percent (100%) of the value of the product to which such liability relates, regardless of the assessments with which such losses, injuries or damages may be quantified.
10. Jurisdiction and final provisions
10.1 These general conditions of sale and delivery are subject to the laws in force in Italy.
10.2 For any dispute relating to the agreement and assumptions contained in it, the Court of Bolzano (Italy) shall have exclusive jurisdiction. However, the Supplier shall have the power to act in the jurisdiction of the Purchaser.
10.3 The invalidity in whole or in part of any provision of these terms and conditions of sale and delivery shall not affect the validity of the remaining provisions.
10.4 It is understood that any tolerance for violations of these general conditions of sale and delivery may in no way be construed as a waiver to exercise the rights and/or options associated with or arising from them.