GENERAL TERMS AND CONDITIONS OF SALE
1. Acceptance of customer orders - Unless otherwise agreed in writing, these General Terms and Conditions of Sale govern all present and future sales contracts between the parties.
Orders shall be subject to these Terms and Conditions of Sale, except for any exceptions agreed upon in writing.
The purchase conditions expressly proposed in writing by the customer shall not bind VENPLAST SRL in any way and are understood to be superseded by these General Terms and Conditions of Sale.
Orders may not be cancelled or modified unless agreed with VENPLAST SRL. In any case, cancellations of orders for non-standard and non-stock products will not be accepted.
2. Prices - Prices are in Euro, exclusive of VAT, ex works Dossobuono di Villafranca (VR), and do not include packaging and transport costs.
3. Terms and conditions of payment - Payments must be made exclusively to VENPLAST SRL, unless otherwise notified in writing, in legal currency and under the terms agreed and indicated in the order confirmation. If the customer fails to comply with the terms and conditions of payment, VENPLAST SRL may:
- demand immediate payment of all credit due to the acceleration clause;
- interrupt ongoing deliveries or complete them only against advance payment;
- withdraw from all further contracts concluded with the customer and terminate ongoing negotiations with them;
- terminate the contract pursuant to Article 1456 of the It. Civil Code and claim compensation for any damage suffered due to the customer's non-performance;
- claim compensation for costs incurred due to non-payment and compensation for any damage suffered.
A Customer who is not up to date with payments may not invoke any alleged non-performance by the Supplier; in any case, any non-performance by the Supplier shall not entitle the Customer to suspend or delay the related payments and/or any other payments owed to the Supplier under this contract or any other contractual relationship.
4. Reservation of title - In the event that the terms of payment are subsequent to delivery of the goods, the material remains the property of VENPLAST SRL until full payment for the supply, pursuant to and for the purposes of articles 1523 to 1526 of the It. Civil Code.
5. Delivery - Freight costs - Transfer of Risk - The delivery date is purely indicative and not binding. In the event of a change in the order by the customer, the scheduled delivery starts from the date of the change. No penalty may be applied to VENPLAST SRL for delay in delivery of materials, unless the provision of the penalty has been expressly accepted in writing by VENPLAST SRL.
All materials, unless otherwise agreed in writing, are delivered ex works VENPLAST SRL warehouse. Any transport and/or shipping costs shall be borne by the customer.
The delivery of the materials to the customer or carrier (also notwithstanding Art. 1523 of the It. Civil Code) shall transfer risk to the customer.
If the customer fails to collect the materials within the agreed terms or fails to provide adequate instructions to VENPLAST SRL for shipment, without prejudice to the transfer of risk to the customer, VENPLAST SRL shall be entitled to reimbursement by the customer for all costs incurred for storage of materials, and, in any case, shall carry out carriage forward shipment without any obligation to provide special notice.
6. Complaints and partial or total cancellation or modification - Complaints concerning quantity, defects and quality defects or non-conformities must be communicated in writing, under penalty of forfeiture, no later than 8 days after receipt of the goods with detailed information on the defects or non-conformities complained of. VENPLAST SRL shall not accept any costs arising from modifications and/or repairs carried out on behalf of VENPLAST SRL unless expressly agreed.
If the claim proves to be unfounded, the purchaser shall be obliged to reimburse VENPLAST SRL for all expenses incurred by the latter in the investigation. In the event of damage to the products during shipment, complaints must be made directly to the shipping company. Complaints or disputes do not entitle the customer to suspend payment of invoices relative to the defective material.
7. Returns - Material returns will not be accepted unless authorised in writing by VENPLAST SRL and must be made ex works VENPLAST SRL warehouse. In the case of returns under warranty, any product returned but not actually covered by the warranty itself will be returned without any intervention to the customer or with intervention also authorised by telephone by the customer with due charge on the invoice and in any case with transport charged to the consignee. In any case VENPLAST SRL will not accept a return for credit of a special, non-stock, obsolete or unmarketable product.
8. Force majeure - In cases of force majeure, the supply of the material will be suspended until the impediment is removed, without prejudice to the right of VENPLAST SRL, at its full discretion, to order its cancellation.
9. Warranty - VENPLAST SRL guarantees its products for a period of 12 (twelve) months from the date of delivery.
This warranty is limited solely to product defects (excluding electrical parts) resulting from defects in materials and workmanship attributable to Venplast srl.
The removal of safety devices, if any, will automatically invalidate VENPLAST srl's warranty and liability.
The warranty shall not be valid in the event of: assembly errors due to the customer or third parties, faults caused by inexperience or negligence by the customer or due to transport, incorrect use and storage of materials, lack of or incorrect maintenance, natural wear and tear, unauthorised intervention and replacement by the customer of non-original spare parts, tampering by the customer or third parties, unforeseeable circumstances or force majeure.
Venplast srl will repair or replace defective parts free of charge at its premises during the warranty period. Should the repair not be carried out at Venplast srl's premises, all additional costs shall be borne by the customer. Repair or replacement will be carried out only if the Customer is in compliance with their obligations; reporting any defects, and the actual existence of such defects, does not exempt the Customer from making the related payments by the agreed deadlines. Delay in payment shall, in any event, entail immediate forfeiture of the warranty.
Venplast srl shall not be liable for any removal, installation or re-installation, downtime costs. Replaced products or parts shall be returned to Venplast srl at the customer's expense, even if under warranty, and shall become the property of Venplast srl.
10. Applicable law - Jurisdiction - The contracts concluded with VENPLAST SRL are entirely governed by Italian law. For all matters not provided for herein, the provisions of the It. Civil Code relating to the sale of real estate shall apply insofar as they are applicable.
All disputes relating to or in any way connected with the contracts that these general conditions apply to, including interpretation, fulfilment, non-fulfilment, execution or termination, and any other related issue shall be subject to Italian jurisdiction and the competent court shall be exclusively that of Verona.
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