GENERAL CONDITIONS OF SALE
Unless otherwise agreed between the Parties in writing, these General Conditions of Sale (hereinafter the “GCS”) shall govern all the sales of goods between Avrora International Srl (hereinafter the “Seller”) and the purchaser (hereinafter the “Client”) and shall prevail over any other possible conflicting provision contained in forms or other documents utilised by the Seller and/or the Client (hereinafter also jointly the “Parties”). Registered users in possession of a password and username may make on-line purchases on the http://www.dt-group.it website (hereinafter the “Website”).
1.PRODUCTS
1.1.The object of the contracts of sale governed by these GCS are all the goods produced and/or distributed by the Seller and inserted in the Seller’s catalogue published on the Website at the time of submission of the order by the Client (hereinafter the “Products”) with the specifications indicated therein.
1.2.The publishing of products on the Website shall not be deemed a formal offer of sale by the Seller. The availability of products refers to the time when the Client looked at the Website; such availability shall be deemed to be of merely indicative nature, as the presence of several Clients on the Website contemporarily may result in the fact that some products may be sold to other Clients before the Order Confirmation is effective.
Any indication of weight, measurements, dimensions, power, capacity, efficiency and any other data contained in drawings, catalogues and/or prospectuses of the Seller or any other illustrative material published on the Website shall be of a merely indicative character and shall not be deemed binding for the Seller.
2.ORDERS AND CONFIRMATIONS
2.1 Orders can be made on-line via the Website, upon registration under the section “register now”, or in writing via fax to the following number +39 0331 263068 (hereinafter the “Orders”).
2.2 On-line Orders made by the Client via the Website are only effective if the Client has filled in all the requested sections and reviewed and accepted the GCS. Acceptance of the GCS shall occur via the so-called “first click” on the ACCEPT option for review and acceptance of the same and the so-called “second click” on the CONFIRM button for definitive confirmation. On-line Orders are not be considered effective if an error message appears on the Website.
2.3 The Client may buy several Products through a sole cumulative order (“Cumulative Order”), specifying the same in the “Order Notes” section. By doing so the first Order (“First Order”) will be filed and kept pending until any others are completed and sent through the same section. Cumulative Orders shall be completed and sent no later than 10 (ten) working days from the date of the First Order. Should the Client fail to complete and confirm the Cumulative Order within the above-mentioned deadline, the Cumulative Order shall be deemed confirmed in the state it is at the expiry of the tenth working day subsequent to the First Order.
2.4 All Orders made by Clients remain binding for the Client until the Seller sends confirmation and, in any case, no longer than five working days from their receipt (for Cumulative Orders see point 2.3 above). Orders are deemed binding for the Seller from the moment in which acceptance by the Seller is shown on the Website (hereinafter the “Order Confirmation”). The Order Confirmation summarises the order number, chosen articles, relative prices, delivery address and GCS which apply to the Order.
2.5 Notwithstanding the fact that the Order Confirmation is binding in accordance with the previous article 2.4, the Seller may, at his or her own discretion, send a fax, email or letter with the details of the order which has already been published in the Confirmed Order area of the Website.
2.6 Should the Sale be to a Client who has registered offices or is domiciled in Italy, the effectiveness of the Sale shall be deemed subject to return to the Seller by the Client of these GCS duly signed according to articles 1341 and 1342 of the Italian Civil Code. For On-line sales, the present GCS must be printed by the Client, who, in order to complete the registration process and carry out any further on-line purchases must also undersign them in accordance with articles 1341 and 1342 of the Italian Civil Code and return them by fax to the following number +39 0331 731535.
2.7 The Seller reserves the right, even after the order confirmation, to modify the Products with technical amendments which, with due respect for the functional characteristics and performances requested by the Client, may be deemed necessary and appropriate, without the Client having any right to complain or claim, and without any obligation in this respect for the Seller.
Likewise, the Seller shall have the right to suspend and/or cease the production of the Products should the requirements of the market and/or of the production request it, without the Client being entitled to raise any complaint or claim in this regard.
3.PRICES
Unless otherwise specifically agreed in writing between the parties, prices set out on the Website (hereinafter the “Prices”) are in Euro, VAT and delivery charges excluded.
4.TERMS OF PAYMENT
4.1 Cash on delivery payment is only accepted for Orders which do not exceed € 1500.00 (VAT and delivery charges excluded) and all orders ruled by point 5.b) are excluded.
Orders for an amount in excess of € 1500.00 (VAT and delivery charges excluded) and any orders ruled by point 5.1. shall be exclusively paid by advanced bank transfer, to be made no later than 5 working days from the Order Confirmation date. Within the same deadline a copy of the bank transfer made shall be sent (via email or fax) to the Seller.
Orders in excess of € 1500.00 paid for via wire transfer will be executed upon receipt of the relevant credit note from the Seller’s bank.
4.2 Any Orders which are not made via bank transfer and a copy is not sent to the Seller according to the terms and conditions set forth under point 4.1 above, will be cancelled and 5% of the relevant amount will be charged, as partial compensation for storage and operation costs.
4.3 Irrespective of what may be agreed with regard to the method of payment, any payment shall be deemed executed at the Seller’s office.
5.DELIVERY TERMS
The delivery is intended to be executed, either:
a) Ex Works at the Client’s premises, with delivery costs borne by the Client and risk of damage and/or loss borne by the Seller.
or
b) Ex Works at the Seller’s premises, when the Client chooses to use its own carrier. In such case delivery costs and risk of damage and/or loss shall be borne by the Client.
6.WARRANTIES AND CLAIMS
6.1 The Seller warrants that the Products are free from material and workmanship defects under normal use. Unless specifically indicated in writing by the Seller, this warranty will be valid for a period of 1 year from the delivery of the Products, any action of recourse against the Seller excluded, and may not, in any case, be suspended or extended as a consequence of the non-use of the Product by the Client, even if due to warranty interventions. The Seller grants no other warranty to the client, who expressly waives any further legal or conventional warranty, whether implied or expressed.
6.2 At the time of delivery, the Client shall carefully examine each individual package. Immediately after the Client shall carefully examine the Product in order to verify the conformity of the supply to the agreed quantity and quality, also verifying the existence of any patent defects. Any patent defect or non-conformity in the Product discovered by the Client shall be notified to the Seller in writing, on pain of forfeiture, within the following 8 days. After such term has elapsed, the supply shall be deemed accepted without reservation by the Client, with consequent waiver by the same to contest any defect in the Product.
Any possible latent defects, which can not be discovered at the time of delivery, shall be notified on pain of forfeiture within 8 days from their discovery in the same way as patent defects.
6.3 In case of acknowledgement of the defects and of timely report of such defects by the Client, the Seller will verify them in accordance with its technical standards, and at its discretion, shall repair and/or replace free of charge the defective Product or its defective parts, or refund the Client the price paid for the defective Product. Should the verification made by the Seller show the absence of defects, the Seller reserves the right to charge the Client with the relevant verification and delivery costs.
Return costs of those defective Products which have been preliminary authorized by the Seller, by issuing of a corresponding return number , will be borne by the Seller.
Costs for delivering the repaired or replaced Product to the Client shall be borne by the latter.
No other form of intervention under warranty and/or refund shall be claimed by the Client; In particular the Seller shall not be liable for direct, indirect, incidental or consequential damages which may derive from the defective nature or non-conformity of the Product,
Any possible claim by the Client, as well as any judicial action by the same, shall not, in any case, entitle the Client to suspend or delay the payments due under the contract.
7.INSTALLATION
7.1 Unless specifically agreed in writing between the Parties, the Client shall be exclusively responsible for the installation and assembly of the Products.
7.2 The warranty mentioned in the preceding article 6 shall only cover defects in material or workmanship under normal use of the Product. In no case can the warranty be extended to cover the defects caused by improper assembly or installation of the Product by the Client or third parties, by insufficient maintenance thereof, improper or non-confirming use with respect to the normal functioning methods, normal wear and tear and/or repairs or interventions made by third parties without the written consent of the Seller. APPLICABLE LAW AND COMPETENT JURISDICTION
8.1 Unless otherwise agreed between the Parties, the sales subject to these GCS are governed by Italian Law, with the express exclusion (except for the rules concerning the form of the contract) of the 1980 Vienna Convention on Contracts of International Sales of Goods.
8.2 Any dispute, which might arise in relation to these GCS and to each contract regulated by the same, shall be submitted exclusively to the Court of Padua. As a partial derogation to what is stated above, the Seller shall nevertheless have the right to apply to the Court where the Client has its place of business.
12. FINAL PROVISIONS
9.1 Failure by one of the Parties to enforce, at any time, any of the provisions of these GCS or of the contract ruled by the same shall not be construed as a waiver of such provision or of the right to thereafter enforce each and every provision therein.
9.2 All communications between the Parties must be made by means of registered letter with return receipt requested or telegram or fax and shall have effect from the time of its receipt.
9.3 If any provision of these Conditions is declared to be invalid, illegal or unen¬forceable by the competent Court the remaining provisions shall continue in full force and effect and shall not be affected thereby.
9.4 The Client with place of business or domicile in Italy declares to expressly approve, for the purposes and to the extent provided for by Articles 1341 and 1342 of the Italian Civil Code, the provisions contained in the following paragraphs of these GCS: 2.4 (Waiver of the right to cancel Orders and Order Confirmations); 2.4 (firm order); 2.7 (Technical amendments; delivery of Products of more or less than 10%; suspension and cease of production); 4.1 (means of payment); 4.2 (Seller’s right in case of delayed payment); 4.3 (Place and terms of payment); 5 (Delivery and transport expenses); 6.1 (Warranty); 6.2 (Expiry of time-limit and unreserved acceptance); 6.3 (Warranty time-limit and waiver); 7.2 (Exclusion of warranty); 8.1. (Applicable Law); 8.2 (Competent jurisdiction).