General Terms and Conditions of Sale
These General Terms and Conditions of Sale govern all present and future contracts of sale between the parties, of which they form an integral part, except in the case of any derogations communicated in writing and without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual contract.
The General Terms and Conditions of Sale are drawn up in Italian and English; in the event of any doubts as to interpretation, the Italian version shall always prevail.
ARTICLE 1. DEFINITIONS
In interpreting the General Terms and Conditions of Sale, the following terms shall be construed in the sense set out below:
a) Seller: Setvis-Fisat srl
b) Purchaser: the Purchaser of the Product;
c) Contractors/Parties: the Seller and the Purchaser;
d) Product(s): the goods specified in our Order Confirmation;
e) Order(s): the form in which the Purchaser declares to the Seller that they wish to purchase the Products;
f) General Terms and Conditions of Sale: these agreements;
g) Site: the website https://setvis.com
ARTICLE 2. FORMATION OF THE CONTRACT
Sending an order to the Seller by the Purchaser implies acceptance of the sales contract, of these general terms and conditions of sale and total renunciation of their own terms and conditions of purchase, even if attached to the order.
Orders are valid as an irrevocable purchase proposal for those placing them and are not binding on the Seller: the Seller reserves the right to accept or refuse the order received.
The placing of an Order automatically implies acceptance of these General Terms and Conditions of Sale. During the execution of the contract, the Purchaser may not object or make reservations to facts, circumstances and/or conditions that depend directly or indirectly on their lack of knowledge of the provisions of the General Terms and Conditions of Sale.
Orders shall not be accepted until confirmed in writing by the Seller. Issuance of the invoice by the Seller or execution of the Order shall be considered as confirmation.
ARTICLE 3. PRICE AND PAYMENT
The price of the products shall be the price indicated by the Seller in the order confirmation.
The Seller may vary the price indicated in the order or in the order confirmation at any time, if the price of the raw materials necessary to manufacture the products is increased by at least 10% (ten percent). Any price variations shall be communicated in writing and the Purchaser shall have the right to withdraw from the business relationship.
Notwithstanding these conditions, the products supplied by the Seller shall be paid for in accordance with the term indicated in the order confirmation.
Payments shall be made without any deduction for set-offs or claims. If the Purchaser fails to make payment within the agreed period, the Purchaser shall be liable to pay default interest.
1. Failure to pay or delayed payment for any reason whatsoever will entitle Setvis-Fisat srl, without prejudice to any other action, to demand advance payment of Orders already invoiced and to cancel the execution of any other Orders in progress without the Purchaser being able to make any claims for compensation, indemnity or anything else.
2. The Seller may cancel subsequent orders in the event that the Purchaser fails to comply with the terms of payment, having exceeded the period of 30 (thirty) days from the due date indicated on the invoice.
Unless otherwise agreed, all payments must be made by bank transfer or bank receipt, in euros.
ARTICLE 4. DELIVERY TERMS
Any delivery terms agreed are merely indicative in nature, and not binding on the Seller. Except in the case of wilful misconduct or gross negligence, any compensation for damage due to delayed delivery of the products is expressly excluded.
However, in the event of a delay of more than 60 (sixty) days, the Purchaser may terminate the contract with respect to the products whose delivery is delayed by notifying the Seller in writing.
In any event, any delay due to causes beyond the Seller’s control, (e.g. delays in delivery by suppliers, difficulties in obtaining raw materials and components, etc.) shall not be attributable to the Seller.
ARTICLE 5. WARRANTY
The Seller warrants the products to the Purchaser, if properly transported and stored, for a period of 6 (six) months from delivery of the products to the Purchaser, unless otherwise specified.
It is understood that the warranty referred to in the preceding paragraph, does not cover damage caused by knocks or falls, damage caused by transport, wear and tear, improper use, negligence, lack of or incorrect maintenance, unauthorized attempts to repair or modify the product, or any other cause beyond the intended use or which is in no way attributable to an act and/or omission of the Seller; damage caused by fire, variations in power, voltage fluctuations on the power supply network or other causes of force majeure.
The Seller shall not be liable in any way for any sanctions imposed by foreign authorities for the technical/qualitative non-compliance of the products with the regulations of foreign countries.
ARTICLE 6. COMPLAINTS
The quantity and quality of the goods and their conformity with the articles ordered must be checked upon receipt of the products and recorded in the transport document (TD).
The communication must be made, by Pec, within no more than 10 (ten) working days after the Purchaser takes delivery of the products.
In any case, the right to complain shall expire 2 (two) months after receipt of the products.
The detailed communication must be sent in writing to the Seller within the above-mentioned time limits. Any communication made by telephone will not be accepted.
In the event of acceptance of such claims by the Seller, the latter liability shall be limited to repairing or replacing the products (at the Seller’s sole discretion) free at destination.
Any recalls or disputes shall not entitle the Purchaser to suspend or otherwise delay payments for the disputed Products or other supplies.
ARTICLE 7. NOTIFICATION OF DEFECTS
The aforementioned warranty, however, shall only be effective if the products are returned or in any case made available to the Seller. The defects claimed by the Purchaser, after the appropriate checks, are real and not caused by accidents, incorrect use, neglect or poor storage; the returns are always accompanied by a copy of the Seller’s authorization and a delivery document issued by the Seller and fiscally valid.
The Seller shall have a reasonable period, taking into account the technical/production requirements of the specific order, to replace or modify the defective products, and no charge may be made to the latter by the Purchaser as a result of said replacement, even if the time required for this purpose extends beyond the Purchaser’s expectations.
The foregoing remedies are exclusive and in lieu of all other warranties, express or implied, including the warranty of satisfactory performance, hereby expressly excluded.
The Seller shall not, in any case, be liable to the Purchaser for the cost of replacing the products, with equivalent ones, nor for any loss of profit, use or any other kind or nature, as well as for any damage, whether direct or indirect, however caused to the Purchaser and to persons, things and animals due to failure to comply with all the prescriptions and warnings concerning the installation, use and maintenance of the products.
ARTICLE 8. INDUSTRIAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION
The Seller warrants that, at the time of delivery, the products do not infringe the intellectual property rights of any third party in Italy. Any creative works potentially subject to intellectual property provided by the Purchaser or by third parties on behalf of the Purchaser, including but not limited to products, specifications, drawings, logos, prints, graphics, instructions, are excluded from the above warranty.
Neither party, without the prior written consent of the other party, may disclose any confidential information for any reason other than the continuation of the business relationship between Purchaser and Seller, except as required by law or as required to be disclosed to public financial authorities or other appropriate advisors.
ARTICLE 9. FORCE MAJEURE
The Seller shall not be liable if delayed or prevented from delivering the Products, or otherwise performing any of its contractual obligations, due to any cause or circumstance, beyond their reasonable control, including but not limited to epidemic and/or pandemic events, natural events, storms, natural disasters, acts of war or terrorism, sabotage, acts of governmental or regulatory authorities, strikes or other industrial disputes, court orders, equipment failure, failure of Seller’s suppliers to deliver, delay in delivery of components or raw materials.
Upon the occurrence of an event constituting force majeure, the obligations of the parties, which cannot be fulfilled due to such a reason, shall be automatically extended by the duration of the continuing state of force majeure, it being understood that such an extension shall not entail any penalty for the parties.
In any event, the parties undertake to take all measures within their power to ensure, within the shortest possible time, the normal resumption of the performance of their obligations delayed by the occurrence of force majeure.
ARTICLE 10. RIGHT OF WITHDRAWAL
The Seller reserves the right to withdraw from the contract if, after confirmation of the Order, they receive commercial information relating to the Purchaser that, in their unquestionable judgement, discourages the execution or continuation of the contract. The exercise of this right does not give the Purchaser any right to compensation for damages or anything else.
ARTICLE 11. CANCELLATION OF ORDER
If, for any reason, the Purchaser cancels an Order, in whole or in part, Setvis-Fisat srl reserves the right to request from the Purchaser a penalty equal to a maximum of 50% (fifty percent) of the value of the cancelled Order. In any case, Setvis-Fisat srl may retain all sums paid in advance.
ARTICLE 12. PROTECTION OF PERSONAL DATA
The personal data provided by the Purchaser, or otherwise acquired as part of the business activities of Setvis-Fisat srl, shall be processed in compliance with EU Regulation no. 679/2016 and Legislative Decree no. 196/2003.
Setvis-Fisat srl declares that the data will be processed for the purposes of carrying out the business relationship and will not be disclosed to third parties. In relation to the data provided, the Purchaser may exercise its rights under Article 12 of EU Regulation No. 679/2016.
ARTICLE 13. COMPETENT COURT AND APPLICABLE LAW
For any controversy, the Court of exclusive jurisdiction is the Court of Vercelli and the law governing the relationships to which SETVIS FISAT srl is a party is the Italian one.