1.1 for the purposes of these general conditions of sale ("GCS"), the following terms will have the meaning attributed to them below:
- "Customer": any legal entity that purchases the Products from the Seller;
- "Acceptance of the Offer": the written acceptance of the Offer issued by the Customer;
- "Order Confirmation": written acceptance of the Order forwarded by the Seller;
- "Offer": the Seller's written offer relating to the sale of the Products sent to the Customer and containing the quantity, price, delivery and payment times of the Products, representing a mere invitation to propose;
- "Order / s": each proposal to purchase the Products forwarded by the Customer to the Seller spontaneously or following an Offer, containing the description of the Products, the quantity requested, the price and the terms of delivery and payment;
- "Products": the products marketed by the Seller;
- "Sale (s)": each sales contract concluded between the Seller and the Customer pursuant to art. 3 below;
- "Seller": Water Line S.r.l., a company incorporated under Italian law, with registered office in Reggio Emilia, via Caponnetto n. 21, C.F. and VAT number 02020430357.
2. Conditions of Sale
2.1 These GCS apply to all Product Sales together with the special conditions contained in the Order Confirmation or in the Acceptance of the Offer, provided that the same is fully compliant with the Offer ("CSV") . In the event of a conflict between the conditions and terms set out in these GCS and the CSVs, the latter will prevail. The Seller will not be bound by the Customer's general purchase conditions, even in the event that they are referred to or are contained in the Order or in the Acceptance of the Offer or in any other documentation from the Customer, without the prior consent. written by the Seller.
3.1 The Sale of the Products will be considered concluded within the terms indicated below:
- in the event that the Customer sends an Order to the Seller, the Sale must be considered concluded: (i) when the Customer receives the Order Confirmation from the Seller in accordance with the terms and conditions of the Order (ii) or, in the event that the Customer receives a written Order Confirmation from the Seller containing terms different from those contained in the Order, five (5) working days have elapsed from the date of receipt of the Order Confirmation containing different terms without in the aforementioned period, the Seller receives a written complaint from the Customer; (iii) or, in case of failure to send the written Order Confirmation by the Seller, when the Products are delivered to the Customer;
- in the event that the Seller sends an Offer to the Customer, the Sale must be considered concluded: (i) when the Seller receives the Acceptance of the Offer from the Customer, provided that the same fully complies with the terms and under the conditions of the Offer; (ii) or, in the event that the Customer implicitly accepts the Offer by issuing the payment or requesting the sending of the Products.
4.1 The prices of the Products will be those indicated, as appropriate, in the Offer or in the Order Confirmation. Except as otherwise agreed in writing between the parties, the prices are to be understood net of taxes, duties, VAT, transport costs, packaging and insurance and any discounts.
4.2 The Seller will retain ownership of the Products until full payment of their price, interest on arrears and any other amounts due for another reason. As long as the Customer has not paid the amount due, the Products may be claimed by the Seller wherever they are, even if combined or incorporated with goods owned by the Customer or third parties pursuant to and for the purposes of art. 1523 and following of the civil code. During the aforementioned period, the Customer will assume the obligations and responsibilities of custodian of the Products and will not be able to alienate, give in use or pledge, let these products be seized or seized without declaring ownership of the Seller and without giving immediate written notice to the Seller.
5.1 The Customer will have to pay the price of the Products against the issuance of the invoice by the Seller within the term indicated in the Offer or, as the case may be, in the Order Confirmation or, in the absence of an express provision, upon receipt of the invoice.
5.2 The delay in the payment of any invoice from the Seller will result in the forfeiture of the benefit of the term for all the sums owed by the Customer to the Seller which, therefore, will become immediately due. Furthermore, the delay in the payment of any invoice from the Seller will entitle the Seller, at its sole discretion, to suspend the delivery of all the Products until the actual payment of the unpaid invoice (s), and / o terminate the Sale (s) and / or make the delivery of the Products subject to advance payment or the presentation of specific guarantees. The suspension of the delivery of the Products, the termination of the Sale and / or the subordination to the issue of a guarantee will not entitle the Customer to claim any compensation for damages.
5.3 The Seller has the right to offset its accrued debts, for any reason whatsoever, towards the Customer with the Customer's debts towards the Seller. The Customer cannot suspend payments or proceed with any compensation, even in the event of legal actions brought against the Seller.
6. Terms of delivery
6.1 The delivery terms will be indicated in the Offer or, as the case may be, in the Order Confirmation and must be considered as merely indicative and in no case can they be considered essential terms pursuant to art. 1457 of the Civil Code. It is understood that the Products travel at the Customer's risk even when transport is at the Seller's expense.
6.2 In any case, the Seller will not be held responsible for delays or failure to deliver due to Force Majeure causes, as this term is defined below.
7.1 For the entire duration indicated in article 7.5 below, the Seller guarantees that the Products will be free from manufacturing defects and material defects. Any other guarantee not expressly provided for by these GCS is excluded, including, by way of example and not limited to, the guarantee of marketability and / or proper functioning of the Products.
7.2 The Customer must inspect the Products upon receipt and must report in writing to the Seller any damage, defect or non-conformity, together with photographic evidence of the damages, defects and non-conformities within eight (8) calendar days starting from: (i) the delivery date in case of damage, non-conformity and apparent defects; (ii) the discovery in the event of damages, non-conformities and defects not detectable by a person of average diligence. Failure to report within the terms agreed above constitutes irrevocable acceptance of the Products and an implicit admission that the Products have been delivered in good condition, without damage and defects and that they fully comply with the terms and conditions agreed in the Sale.
7.3 If the Seller, following the checks carried out, ascertains that the Products have manufacturing defects or material defects, the Seller undertakes, at its discretion, to (i) repair or replace the defective Products free of charge or (ii) reimburse the Customer any price paid for the Products, provided that the defects have been reported in accordance with the provisions of the previous article 7.2.
7.4 The defective Products must be shipped by the Customer in the original packaging or, in any case, with suitable packaging to protect the Products during shipment. Defective Products replaced by the Seller will remain the property of the Seller. The costs for shipping defective Products and those for sending repaired or replaced Products will be charged to the Customer.
7.5 The warranty will take effect on the date of shipment of the Products and will remain in effect for one (1) year.
7.6 The warranty will not apply in cases of normal wear and tear, negligent or improper use, lack of or incorrect installation and maintenance, unauthorized repair attempts, defects due to chance, including, but not limited to, fire, lightning or other accidental events.
7.7 Except in the case of willful misconduct or gross negligence, the Seller's liability for any damage suffered by the Customer will be limited to the maximum amount of the price of the defective Products. It is expressly agreed between the Seller and the Customer that the Customer must make all reasonable efforts and take all appropriate measures in order to mitigate the damage.
8. Express termination clause
The Seller will have the right to terminate, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, at any time by written communication to be sent to the Customer by registered letter with return receipt or via p.e.c., the single Sale in the event of non-fulfillment of the payment obligations provided for in Article 5 (Payments).
9. Force Majeure
9.1 The Seller will not be responsible for delays in delivery or non-fulfillment of the obligations provided for in the Sale due to the occurrence of a Force Majeure event. For the purposes of these GCS, Force Majeure means all events beyond the reasonable control of the Seller, including, by way of example and not limited to: health emergencies, epidemics and pandemics; natural disasters; floods, fires, earthquakes or explosions; war (declared or not), uprisings, aggressions, threats or terrorist acts, street riots, strikes, measures or activities carried out by government or administrative authorities, shortage of materials.
9.2 If the Force Majeure event lasts for more than 3 (three) months, the Customer may withdraw from the Sale, without however having the right to request compensation for damages or indemnity of any kind.
10. Applicable law and competent court
10.1 These GCS, as well as each Sale, are subject to Italian law with the exclusion of the 1980 Vienna Convention relating to the international sale of goods.
10.2 Any disputes concerning these GCS, the CSVs, as well as each Sale, will be devolved to the exclusive jurisdiction of the Court of Reggio Emilia (Italy).