1. Confirmation of order and acceptance
The sale of our products is governed exclusively by these general conditions; any modifications, amendments, exceptions and/or cancellations must be agreed upon exclusively in writing and must be expressly accepted by Euronda S.p.a..
Furthermore, these general sales conditions, will prevail over any other condition or agreement indicated by the Buyer.
2. Moulds and equipment
At its discretion, in addition to the sales price, Euronda S.p.a., may apply a contribution for moulds and/or other equipment made on behalf of the Buyer. These moulds and/or equipment will, however, remain the exclusive property of Euronda S.p.a., unless any specific agreements in writing, to be evaluated on a case by case basis, are drawn up as an exception to the above.
3. Safeguarding of know-how – drawings – technical documents
The Buyer decisively undertakes not to disclose any technical or commercial information or any other data which he might learn about during the contractual relationship. In the event of any breach of the above on the part of the Buyer, Euronda S.p.a. reserves the right to claim compensation for damages. Likewise, all technical and commercial documents, drawings and designs that Euronda S.p.a. might exchange with the Buyer during performance of the contract will be subject to the same confidentiality clause.
In the event of any information and/or technical or commercial data disclosed by the Buyer proving to be in violation of the right of industrial property or of the know-how or trademarks and/or patents of third parties, Euronda S.p.a. may not, for any reason whatsoever, be held liable for said violation and, in the event, of Euronda S.p.a. proving to be involved in any dispute and/or legal proceedings, lodged against him by third parties for the violation of trademarks, patents, know-how or other industrial secrets resulting from information and/or documents received by the Buyer, the latter undertakes to indemnify and relieve Euronda S.p.a.. from any economic request for compensation and from any direct and/or indirect cost.
4. Delivery and transportation
Unless otherwise agreed, delivery shall be ‘ex works’ EXW – Incoterms ICC Paris 2010 .
Euronda S.p.a. undertakes to respect the delivery times indicated in the order confirmation which, in any case, may not be considered mandatory but are purely indicative. In the event of a possible written agreement stating an exact delivery time, Euronda S.p.a. may not be held liable for any possible delays in delivery due to causes of force majeure and/or to any fortuitous and extraordinary events (such as, for example, accidents, strikes, transport delays, natural calamities, difficulty in obtaining the raw materials, breakdowns in production plants, etc.). Transportation of the goods is always at the expense and total risk of the Buyer, regardless of the methods chosen either for transportation or for payment; even in the hypothesis in which, as a mere act of courtesy, Euronda S.p.a. should directly organize transportation (by post parcel, railway, vessel, plane, truck, etc.) on behalf of the Buyer, the risks involved will be at the client’s own responsibility and Euronda S.p.a., will be expressly exempted from any liability arising from damages due to transportation, unless otherwise agreed to in writing.
5. Terms of payment and overdue payments
The mothod of payment is in advance. The prices and methods of payment are those shown in the offers issued by Euronda S.p.a. and, if issued by representatives and/or distributors, are only binding following confirmation and acceptance by Euronda S.p.a..
Default or overdue payment of the amount by the due date agreed upon in the order, will entitle Euronda S.p.a. to claim overdue interest according to the d. lgs. 231/02 and 192/12, starting from expiry of the due date agreed upon.
Defaulting of even one payment instalment shall result in the Buyer’s forfeiture of the instalment benefit in which case he will be held to payment of the full price both for orders already fulfilled or in the process of being fulfilled. Furthermore, Euronda S.p.a. may invoke articles 1460 and 1461 of the Italian civil code and suspend any possible orders in progress relative to one or more orders already confirmed by euronda S.p.a., in the event of an overdue payment resulting in a lack of trust regarding fulfilment by the Buyer, Euronda S.p.a. reserves the right to terminate the sales contract in accordance with article 1456 of the Italian civil code. Likewise, in the event of default in payment on the part of the Buyer, Euronda S.p.a. also reserves the discretional right to change the terms of payment already agreed upon and accepted by the parties regarding one or more orders already confirmed by Euronda S.p.a..
In any case, the goods will remain at the Euronda S..p.a.’s property untill fully paid, including all secondary claims by the Buyer.
Euronda S.p.a. may withdraw from the sales contract at any moment whatsoever and stop the deliveries of goods, without any penalty and/or indemnity, or obligation to reimburse the deposits already received in the event of the existence of disputes, the instigation of admonitory, ordinary and/or insolvency proceedings or even out-of-court proceedings attributable to the Buyer, as well as in the event of serious and repeated default in payment.
7. Quantity and quality of the goods
Euronda S.p.a. will accept only orders which value is more than 2,000.00= euro (150,00= euro in Italy), amount that represent the minimum quantity.
All Euronda S.p.a. products are subjected to quality control procedures during all stages of manufacture in accordance with internal procedures; any requests for conformity certificates and/or testing certification in regard to supplies must be expressly stipulated in advance on the order.
Any tolerances and/or product variations may derive from the nature of same and are acknowledged by the industrial practices used in the sector, for which Euronda S.p.a. may not be held liable.
8. Liability for faults and/or defects in the product
Euronda S.p.a. does not assume any responsibility in regard to the final destination of the product, for which the Buyer may act and choose in full autonomy and awareness, or rather the seller may not be held liable for the fitness or otherwise of the product in regard to socalled « operating conditions » for which the Buyer holds sole responsibility;
Euronda S.p.a. may not be held liable for any faults and/or defects of the product resulting from irregular damage, negligent storage by the Buyer, incorrect application and/or installation methods, replacements and/or maintenance work performed by third parties, due to chemical, mechanical and/or electrical causes that have no bearing on the product as sold.
Apart from cases of exclusion for all liability as stipulated in point 8) above, Euronda S.p.a. warrants that it will assume responsibility for any severe structural faults and/or defects in the products sold and will undertake to replace same at no additional cost or to reimburse the price paid subject to return of the goods. No compensation will be offered by Euronda S.p.a. for any possible direct damage to either the Buyer’s systems or end product.
Returned consignments will not be accepted without Euronda S.p.a.’s prior consent. If the Buyer returns merchandise without Euronda s.p.a.’s prior written consent, does it on his own risk and expense.
Opened packages, private labeled, sterilized and any unsaleable goods will not be accepted for return by Eeronda S.p.a.
This guarantee will only be valid on condition that:
– the Buyer sends written notification, within the 8 day deadline stipulated from the date of delivery, detailing any obvious or evident faults and/or defects;
– the Buyer sends written notification, within the 30 day deadline stipulated following discovery, detailing faults and/or defects that were not immediately evident or only evident following their use and in any case not later than one year after delivery;
– that the Buyer has provided suitable and sufficient « technical specifications », with respect to which the product conforms, regardless of the final application of the product.
– that the Buyer has used the product in accordance with the instructions and technical methods specified.
In the event of a controversy regarding the existence of a severe structural fault and/or defect reported by the Buyer, this guarantee will not be valid in the case in which the Buyer has not kept, for at least 90 days from notification, the faulty and/or defective product for a cross check between the parties or if within one year from the date of delivery the client has not taken steps to instigate preliminary investigation proceedings in accordance.
In any case, Euronda S.p.a. may not be held liable for any indirect damages resulting from loss of earnings or a reduction in production.
The Buyer can obtein and active his own Certificate of Guaranty signing the form at the link www.euronda.com/myeuronda.
10. Governing Laws
This sales contract is governed by the general conditions listed herein and for everything not expressly established herein will be governed by the laws pertaining to sales set forth in the Italian civil code (article 1470 and following)
11. Processing of Personal Data Legislative Decree no. 196 of 2003
The Buyer authorizes the processing, communication and dissemination of his personal data by Euronda S.p.a. for all contractual- legal requirements/fulfilments as well as to allow for a more efficient handling of contractual-commercial relationships including technical advertising updates. Said data may be processed in written form or on paper, magnetic, electronic or telematic supports.
For any other question related with the personal date the Parties expresslt applicate Information Privacy mentioned in Euronda S.p.a.’ s website www.euronda.com.
Any controversy, claim or dispute arising between the parties in connection with the interpretation and fulfilment of this sales contract will be referred to the exclusive jurisdiction of the Courts of Vicenza (Veneto-Italy). This sales contract is likewise exclusively governed by Italian Law.
The Parties hereby exspressly exclude the application of the Convention of Vienna about the jurisdiction (Vienna – 1980 – CISG).