1 • Scope and Application
1.1. These terms and conditions define the terms of sale between Verzellesi srl and its Customers.
Purchases made by e-mail, telephone, fax or post also imply acceptance of these Terms and Conditions of Sale, which can be read directly on the website www.verzellesi.it.
These Terms and Conditions of Sale shall prevail over any other contractual terms or conditions set out elsewhere, any rules arising from trade customs or practices, and any practices established between the parties, unless expressly waived in writing by Verzellesi srl or expressly stated otherwise in the order confirmation issued by Verzellesi srl (“Order Confirmation”).
2 • Orders
2.1. Orders placed with Verzellesi srl personnel or agents, even if signed by the agent or representative, shall be binding on Verzellesi srl only once approved in writing by Verzellesi srl.
Specifically with reference to orders placed with Verzellesi srl personnel or agents, Verzellesi srl reserves the right to take up to 7 working days from when the order is received at the company’s headquarters to confirm and accept or, alternatively, to cancel and reject the order.
In any event, if the order is not expressly cancelled and refused in writing by Verzellesi srl within the aforementioned period of 7 working days, the order shall be considered as accepted and approved.
2.2. When the first Order Confirmation is sent, Verzellesi srl shall also send the Customer these Terms and Conditions of Sale, which the Customer must return duly signed.
2.3. The Customer acknowledges that, even if these Terms and Conditions of Sale are not returned stamped and signed for acceptance, any supply of goods by Verzellesi srl shall nevertheless be governed by and subject to these General Terms and Conditions of Sale.
3 • Order amendments
3.1. Orders already received and approved cannot be amended or cancelled without the written consent of Verzellesi srl. Any costs already incurred and deriving from the cancellation or amendment of the order shall be borne by the Customer.
4 • Prices
4.1. Where the individual quotation and/or supply contract does not specify the delivery terms, the Products shall be sold EX WORKS (Incoterms 2000) from Verzellesi srl’s premises.
4.2. Where delivery terms other than EX WORKS are agreed, even where the price is quoted delivered to destination, the goods shall in all cases be transported at the Customer’s sole risk.
4.3. All prices are quoted in euros and are exclusive of VAT.
4.4. Prices may vary at any time without Verzellesi srl being obliged to give any notice.
4.5. Any costs relating to duties, customs charges or other similar expenses, as well as any costs arising from a missed appointment with the carrier, shall be borne by the Customer.
5 • Shipment/collection of products – claims
5.1. Upon receipt/collection of the product, the Customer shall check the integrity of the packages and the corresponding quantities and quality against what is stated in the accompanying documentation.
The Customer shall inspect the goods upon delivery. The inspection shall cover any damage, missing goods, patent defects or faults, any non-conformity of the products delivered with the order and delivery note, and the quality, quantity, dimensions and type of the items received.
The inspection must also relate to the condition of the packaging. Any damage, shortages or tampering with the packaging or its contents, discrepancies or non-conformities must be reported immediately.
The Customer shall provide a detailed description of any such issues on the delivery note; failing this, the product shall be deemed to have been accepted as delivered and in its apparent condition.
5.2. For the claim to be valid, the Customer must:
State the specific grounds for any reservations on the delivery note; general reservations such as “subject to unpacking”, “subject to inspection” or similar shall be ineffective and insufficient.
Confirm the above reservations relating to shortages or damage, and/or submit any other reservations, within 8 working days of delivery, by registered post with acknowledgement of receipt or by fax.
The signing of the delivery note without the specific grounds for any reservations shall imply acceptance of the goods by the Customer.
Any defects and/or faults must in all cases be reported in writing to Verzellesi srl, by registered post with acknowledgement of receipt or by fax, within 8 working days of delivery of the goods in the case of patent defects, or within 8 working days of discovery in the case of latent defects.
Any defects and/or faults shall be deemed to have been validly and promptly reported only if notified within the above time limit and in writing. Claims made by telephone or verbally will not be accepted.
5.3. For claims relating to latent defects, the Customer must provide Verzellesi srl with all documentation required to assess the defect concerned (photographs, reports, etc.). If the claim is upheld following assessment by our technicians, our obligation is limited to the replacement of the goods to the same delivery address as the original shipment, subject to the return of the defective goods if deemed necessary by our technicians.
5.4. The Customer does not have any right to request the termination of the contract or a reduction in price, nor, in any event, to claim damages or reimbursement of expenses incurred for any reason whatsoever. Claims do not give the Customer the right to suspend payment of the invoice relating to the disputed goods.
6 • Delivery terms
6.1. Delivery terms, where specified, are indicative and not binding on Verzellesi srl in any way, with no liability whatsoever in this regard. Events of force majeure or other unforeseen circumstances, strikes, lockouts, shortages of raw materials, restrictions imposed by central or local public authorities, or any other event causing a delay in delivery shall not entitle the buyer to claim any amount by way of damages, interest or reduction of the agreed price. In the aforementioned cases, Verzellesi srl reserves the right to choose the measures to be taken.
6.2. In any case, a tolerance period of 60 days in the delivery terms in favour of the seller is agreed, after which the purchaser may withdraw from the contract by giving written notice by registered letter with acknowledgement of receipt to be sent to Verzellesi srl’s headquarters within 15 days of the expiry of the aforementioned tolerance period. In that case, the seller shall be required only to refund the amount paid as a deposit, together with interest at the statutory rate. The seller shall have no liability for any damage arising from delayed delivery or from total or partial non-delivery.
7 • Technical specifications and data
7.1. Technical specifications and data – including weights, measurements, surface areas, shapes, dimensions, colours and other details – are provided for guidance only and are not binding.
8 • Contractual tolerances
8.1. For all products manufactured and/or marketed by Verzellesi srl, contractual tolerances are +/- 10 % for dimensions and capacities, and +/- 5 % for nominal weight.
9 • Right of withdrawal and suspension of performance
9.1. In the event of late payment by the Customer, Verzellesi srl hereby reserves the right to suspend, including without notice, and/or withdraw from any ongoing contracts, even if they are different from those relating to the late or non-payment. This shall not entitle the Customer to any form of compensation or damages.
9.2. Verzellesi srl also reserves the right to terminate the contract and/or suspend performance whenever the Customer is subject to protested bills, including those relating to third parties, or there are other indications of insolvency.
9.3. In the event of a change in the financial circumstances of the buyer, Verzellesi srl reserves the right to require the buyer to provide guarantees, including bank guarantees, even after completion of the order, it being understood that, failing this, Verzellesi srl shall have the right to suspend the delivery.
10 • Penalty clause
10.1. It is agreed that in the event of the breach of the buyer’s obligations (including the refusal to collect or accept the goods), the sums paid as a deposit upon entering into the contract shall be retained by Verzellesi srl as a penalty, without prejudice to the seller’s right to claim compensation for further damages.
11 • Payments – Non-payment – Interest – Acceleration clause
11.1. The exact method of payment as well as the payment terms shall be agreed individually at the time each order is placed.
11.2. The Customer cannot defer the payment of amounts due in specific months such as August or December. Every due date must be respected without any possibility of deferment.
11.3. Failure to make payment within the agreed due dates, which shall be considered strict and may not be extended or waived, shall also entitle Verzellesi srl to demand immediate payment in full of all outstanding amounts, with any right to deferred payment being forfeited.
Where payment of each invoice is to be made in instalments, the non-payment of even a single instalment implies that the entire amount is due to Verzellesi srl, the Customer being considered to have immediately forfeited any right to deferred payment.
11.4. In the event of late payment by the agreed due date, interest at the statutory rate shall automatically accrue on the amounts due, from the due date until the date of actual settlement, without the need for any formal notice of default.
11.5. The allocation of payments made by the Customer shall be determined exclusively by Verzellesi srl, notwithstanding the provisions of Article 1193 of the Italian Civil Code.
12 • Retention of title
12.1. Where payment of any invoice is to be made in instalments, the goods shall be sold subject to retention of title pursuant to Articles 1523 et seq. of the Italian Civil Code. Accordingly, title to the goods shall remain with Verzellesi srl until the purchase price has been paid in full.
13 • Warranty
13.1. All our products are tested in our factory. Our products are covered by a 2-year warranty against manufacturing defects, provided that the instructions set out in the documents relating to installation, use and maintenance, in the catalogue and on any labels on the products are complied with.
13.2.
The warranty provided by Verzellesi srl shall become void and the company shall be released from any liability in the following cases: non-compliance with the installation and/or maintenance instructions set out in the aforementioned documentation;
the product has been modified, disassembled or tampered with;
misuse of the product or failure to comply with the instructions for use of the product contained in the aforementioned documentation and in the catalogue;
maintenance has not been carried out as specified in the catalogue;
the product has been overloaded with respect to its specified capacity or has been used for purposes other than those specified.
13.3.
Moreover, Verzellesi srl shall not be held liable for faults, defects and/or damage arising, directly or indirectly, in the following cases: storage of the product without protection, for prolonged periods, or in any other incorrect manner;
negligence, assembly, installation and maintenance errors, and use of the products in a way that does not comply with the technical specifications referred to in the catalogue;
modifications or alterations made to the products or parts thereof by the Customer or by third parties in general.
Furthermore, Verzellesi srl shall not be held liable for any damage or harm that may be caused, directly or indirectly, to persons or property as a result of the incorrect installation, use or maintenance by the customer or third parties of the products sold.
14 • Privacy
14.1. Pursuant to Article 13 of Italian Legislative Decree No. 196/2003, Verzellesi srl hereby informs the Customer, who acknowledges this, that the personal data provided may be processed by Verzellesi srl, with headquarters at Via Zuccardi 20/22, Campagnola Emilia, Italy, both manually and by automated means. Such processing is necessary for the fulfilment of the obligations arising from the contractual relationship and therefore does not require the Customer’s consent. Pursuant to Article 7 of Italian Legislative Decree No. 196/2003, the Customer may exercise the rights provided therein, including the right to access, amend or erase their personal data and to object to its processing on legitimate grounds, by contacting: Verzellesi srl, Via Zuccardi 20/22 Campagnola Emilia, Italy.
15 • Exclusive jurisdiction for disputes
15.1. For any dispute arising out of or in connection with contracts to which these Terms and Conditions apply, the parties expressly agree that the courts of Reggio Emilia shall have exclusive jurisdiction.