General Terms And Conditions Of Sale And Delivery
General Terms And Conditions Of Sale and Delivery
1. Basis and scope
1.1 These general terms and conditions of sale and delivery serve as basis for all contracts on the sale of products (hereinafter referred to as “Products”) by and between Reggiani S.p.A. Illuminazione, Sovico, -ITALY (hereinafter referred to as “Vendor”) and its customers (hereinafter referred to as “Customer”).
1.2 Exceptions to these conditions are valid only if acknowledged in writing by the Vendor. Conditions of purchase or other conditions presented by the Customer are expressly excluded, if not expressly accepted by the Vendor.
2.1 The prices listed in the Vendor’s price list do not include value added tax and other applicable taxes.
2.2 Unless otherwise stipulated in writing, the quotation by the Vendorshall only be valid for a period of 60 days from issuance. The quotation may be withdrawn by the Vendor at any time prior to the end of such period by giving notice of its withdrawal to the Customer. The quotation shall not constitute an offer.
2.3 Vendor’s lighting equipment are supplied without lamps, while the LED sources are already provided in the equipment.
2.4 For all offer and project documents including all corresponding annexes and specimens, dimension, images and description, intellectual property rights are also reserved in accordance with Section 12.
3. Conclusion of contract
3.1 The contract is considered concluded and the order shall be deemed to be accepted if after receiving the order, the Vendor has sent a written confirmation of that order or has directly delivered the Products ordered to the Customer. However, a simple confirmation from the Vendor regarding receipt of an order does not imply the acceptance of the contract.
3.2 Special instructions from the Customer such as delivery requests, deadlines, discount, etc. are considered extraneous proposal by the Customer. They shall only become a component of the contract if they are expressly recognized as binding by the Vendor in the confirmation order.
3.3 Upon completion of contract, changes to the order are only possible with the approval of the Vendor.
3.4 Should events occur after completion of contract that make it no longer possible to fulfill the contract under the stipulated conditions or that make it entirely impossible for the Vendor to fulfill the contract, the Vendor is free to withdraw from the contract.
4.1 Reggiani S.p.A. Illuminazione will only accept orders amounting to at least EUR 250.00 (not including VAT). Reggiani S.p.A. Illuminazione reserves the right to accept orders for a lesser amount, with the caveat that the customer will be charged EUR 100.00 for “processing orders whose value is below the established minimum”.
4.2 Orders will be executed according to the availability in stock: the Vendor shall be entitled to perform and invoice partial deliveries.
4B Cancellation of orders
4B.1 Standard products
Customer may exercise the right of withdrawal without incurring any penalty charges only if the withdrawal is received by Reggiani S.p.A. Illuminazione within 5 (five) working days from the date the contract is executed (therefore, by way of example only, from the date the customer receives confirmation of the order from Reggiani S.p.A. Illuminazione).
Conversely, if the customer exercises their right of withdrawal after the aforementioned term of 5 (five) days from the execution of the contract, Reggiani S.p.A. Illuminazione shall have the right to retain 60% of the order amount if it has already been paid in full, or to issue an invoice for 60% of the order amount, which must be paid by the customer within the terms set out in the contract.
4B.2 Custom products
Following the execution of the sale contract, should the customer decide that he no longer wishes to proceed with the order and therefore to withdraw from it, Reggiani S.p.A. Illuminazione shall have the right to retain 100% of the paid amount of the order, if paid in advance by the customer.
Upon receipt of an order for CUSTOM products, a pro-forma invoice will be issued and payment will be requested and, upon receipt of payment, will start the production of the CUSTOM products ordered.
5.1 All the prices are valid Ex Works (EXW) Sovico, Italy. Insurance, duties, taxes, fees and other charges will be borne by the Customer.
5.2 The offered prices are based on the costs at the time of the offer. The Vendor may, by giving notice to the Customer at any time before delivery, increase the prices of the Products to reflect (i) any increase in the cost of the Products due to any factor beyond the Vendor’s control (including, without limitations, foreign exchange fluctuations, increases in taxes and duties, increases in materials and other manufacturing costs) and (ii) any request by the Customer to change the delivery date(s), quantities or types of Products ordered or to vary any agreed call-off arrangement and/or any delay caused by any instructions of the Customer or the Customer’s failure to give the Vendor adequate or accurate information or instructions.
6. Scope of delivery
6.1 The Vendor reserves the right to voluntarily modify, at any time, the form and the configuration of products for technical reasons or due to legal or commercial requirements. The Vendor shall be entitled to discontinue, at any time, and without notice, the supply of any product, and, provided the essential characteristics of the models mentioned in the catalogue, to make price changes, changes of parts or details deemed suitable for further improvement or technical and/or commercial requirements.
7.1 Delivery and compliance with the delivery period is Ex Works (EXW) Sovico, Italy, unless otherwise agreed by the Vendor.
7.2 All the risks involved in the delivery of Products shall be borne by the Customer, and this even if the Incoterm applied is different from Ex Works (EXW): in the absence of specific instructions from the Customer, the Vendor will make the delivery using a carrier of its own choice, it has been understood that in such case, the Customer shall have no right to claim anything against the Vendor in case of any problems and/or complications related to the delivery. Under no circumstances the Vendor shall be liable for tampering, theft or damage occurred during the transport: the Customer will have recourse only against the carrier.
7.3 Unless otherwise stipulated in writing, a specified delivery period serves only as a reference point for the Customer and is not binding for the Vendor, which means that the Customer does not have the possibility of requiring the payment of penalties or the termination of the contract in case of late delivery.
7.4 The delivery period starts at the latest of : (i) the date of order confirmation; (ii) the date of fulfillment of all technical, commercial and other requirements set forth for the benefit of the Customer; (iii) in the event an advanced payment is agreed, the date on which the Vendor will receive such advanced payment.
7.5 Approvals from authorities and any approvals required from third parties for export of equipment shall be obtained by the Customer, the Vendor having no responsibility in this respect. If such approvals are not obtained in due time, the delivery period is thus extended accordingly.
7.6 If circumstances which are unforeseeable or independent of the will of the Vendor, such as any instance of force majeure, and which hinder compliance with a stipulated delivery period arise on the part of the Vendor (including main subcontractors of the Vendor who are difficult to replace), that delivery period shall also be extended by the duration of this circumstances; in particular, this includes without limitation armed conflicts, official interventions and bans, delays in transport and clearance of customs, transport damages, shortages of energy and raw materials, work conflicts, labour disputes and loss of a main subcontractor of the Vendor. It is excluded, in any case, the compensation by the Vendor for any damage.
7.7 If Customer seeks to delay delivery or collection of the Products (whether by asking Vendor to delay the delivery or collection date, or by not accepting delivery of the Products at the time Vendor attempts to deliver them, or by not collecting the Products on the date Vendor notifies Customer that they are ready for collection), the Products shall be deemed to have been delivered, and risk of the Products shall pass to Customer on the date and at the time Vendor notifies Customer that the Products are ready for delivery or collection. In such event, Customer shall pay all costs incurred by Vendor due to (and in connection with) such delay, including any transportation and storage costs incurred in connection with such cancellation, modification or delay in collection by Customer.
8 Place of performance (transfer of risk)
8.1 Place of performance for the delivery of Products is always EX WORKS (EXW) Sovico, Italy, unless otherwise explicitly agreed in writing.
9.1 Payments shall be provided in the stipulated currency (generally EURO) without any deduction and in advance. Other payment terms or agreements only apply on the condition of written approval from the Vendor. Payments will be made directly to the administrative headquarters of the Vendor in Sovico -ITALY. Payments made to persons or entities appropriately delegated by the Vendor will be deemed valid and effective; in this case, any cost of the verification of the delegation shall be charged to the Customer.
9.2 A payment is considered to be paid on the date on which the Vendor will actually receive it.
9.3 For orders of CUSTOM products, i.e. those made upon customer specifications, the specified amount shall be fully paid in advance, unless alternative arrangements have been made with Reggiani S.p.A. Illuminazione.
9.4 The Customer is not entitled to retain or offset any payment because of warranty claims or any other claims whatsoever .
9.5 In case of delayed payment or absence of payment, the Customer will be charged with interests that will be calculated on the sums due by the Customer in accordance with the provisions of D.Lgs. 231/2002 ( EU Directive 2000/35/CE), as amended from time to time. In this case, the Vendor is entitled to make use of the provision of the Art. 1460 c.c. where is possible: the Vendor shall has the right to terminate the contract and to claim the restauration of the damages, also in accordance with article 1460 of the Italian Civil Code.
10. Claims and warranty
10.1 Claims of wrong deliveries or regarding evident defects must be effected by and no later than eight days from receipt of the Products by the Customer by penalty of forfeiture (Art. 1495 of the Italian Civil Code). The maximum warranty period for new Products is 24 months after the delivery, without prejudice to the warranty for different periods that may be specifically granted by the Vendor in relation to certain categories of products (i.e. LED products), if any.
10.2 The Vendor exclusively warrants that the Products delivered to the Customer are free of manufacturing and/or material defects. Warranted characteristics are only those which are expressly described as such in the product information. A warranty is valid exclusively until the warranty period has lapsed. Technical or structural modifications to the products intended for improvement or in compliance with changes to legal regulations can be made by the Vendor without any further notice.
10.3 If Products are manufactured by the Vendor based on design specifications, drawings, models or other specifications received from the Customer, the Vendor’s warranty is limited to careful execution of such drawings, models and specifications received from the Customer.
10.4 If evidence is provided by the Customer of a manufacturing and/or material defect, the Vendor can at its own discretion either provide a free replacement or remedy the defect.
10.5 In case the Customer has claimed defects of the products, invoices for repairs made by the Customer or third parties shall only be payed by the Vendor exclusively if the latter will have previously informed of these costs in writing and the Vendor has confirmed acceptance of the costs in writing. In addition, the warranty immediately lapses if the Customer or a third party makes changes or repairs to the Products without written consent from the Vendor.
11.1 Subject to mandatory provisions of law, the Vendor is only liable for damages from its Products and under this agreement if evidence is provided of its willful misconduct or gross negligence. Liability for slight negligence, the compensation of resulting damages and financial losses, indirect or consequential damages, unrealized savings, interest losses and for damages from third-party claims against the client are excluded to the extent permitted by law.
11.2 In the event of non-compliance with any conditions for installation, operational set-up and use (e.g. included in operating instructions) or of violation of regulatory or official conditions of approval, any compensation for damages is excluded to the extent permitted by law.
11.3 The Customer acknowledges that the Products meet the requirements necessary for their use by the Customer and that it does not rely in any way on the competence or judgment of the Seller or one of its employees or agents for the selection, installation and/or operation of the Products ordered.
12. Intellectual property rights
12.1 If Products are manufactured by the Vendor based on design specifications, drawings, models or other specifications from the Customer, the Customer shall indemnify the Vendor and hold the Vendor harmless in the event of any violation of proprietary rights and upon request from the Vendor, shall join the corresponding proceedings as a party or intervening party at the expense of the Customer and shall conduct the lawsuit to the Vendor’s benefit.
12.2 Offer and project documents as well as performance documents such as plans, sketches, and other technical documents as well as samples, catalogues, prospectuses, illustrations and the like always remain the intellectual property of the Vendor and are subject to the applicable legal requirements as regards copying, reproduction, competition, etc. The Vendor can request the documents at any time, and they shall be returned to him without being requested if an order has been issued to another party.
13. Return of Products
13.1 Return of delivered Products are only processed according to a written agreement with the Vendor’s responsible sales office which issues a corresponding returned Products slip. Description of Products as well as the information from the reference invoice or delivery receipt must be noted on the returned Products slip.
13.2 The stipulated return delivery with returned Products slip must be sent to the Vendor’s administrative warehouse, Sovico –ITALY. All costs associated therewith are at the expense of the Customer. If accepted, provided that the return will not result in any additional cost to the Vendor, an amount up to 50% of the value of the returned Products will be charged to the Customer.
13.3 Unpacked and/or damaged Products as well as individual components of packing units cannot be credited. This also applies for Products that are not in Vendor’s standard delivery programme such as lamps.
13.4 It is understood that the Vendor will in no way accept returns for CUSTOM Products or Out-of- Production Products
13.5 Customer may only request a return within 90 days of receipt of the relevant invoice and undertakes to ship the returned Products within 30 of the Vendor’s written approval.
14. Force majeure
14.1 The Vendor shall not be liable for any failure or delay in performance of the contract which is caused by circumstances beyond the Vendor’s reasonable control, including without limitation any labor disputes between the Vendor and its employees.
15. Export control and compliance
15.1 Vendor’s obligation to supply the Products does not apply if the required export approvals are not issued for any reason for which the Vendor is not responsible or if there are other export obstacles on account of a relevant export regulation under Italian or other law. Customer shall inform the Vendor of any and all export or re-export restrictions and provisions related to the Products or services. Customer guarantees to observe all export and/or re-export restrictions and provisions concerning the Products or services.
15.2 Customer shall comply with all applicable laws, regulations, and other legal requirements regarding the export, import, sale, distribution, marketing and service of the Products and related technology, including without limitation, tax and foreign exchange legislation or regulations and the obligations under Clause 15.1. In particular, Customer warrants that it will comply with the anticorruption laws and anti-bribery laws of any country having jurisdiction over Customer or the transaction involving the Products or services that are the subject of this document or related technology.
16. Severability clause
16.1 Should any individual provisions in this agreement be invalid, the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose.
17. Judicial venue and applicable law
17.1 For any dispute arising in relation to the contract governed by this agreement, the Court of Monza Brianza will have exclusively jurisdiction. The contractual relationship is exclusively governed by Italian law without regard to its conflict of law provisions. The application of the UNCITRAL Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Pursuant to, and to the extent of the applicable provisions of law, including for the purposes set out in art. 1341 and 1342 of the Italian Civil Code, the Customer hereby approves the clauses specified in the following articles of this “GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY” list: Art 3.4 (Conclusion of Contract), Art. 5 (Prices), Art. 6 (Scope of delivery), Artt. 7.2, 7.3 and 7.6 (Delivery), Artt. 9.3 and 9.4 (Payment), Artt. 10.1, 10.2, 10.3 and 10.5 (Claims and Warranty), Art. 11 (Liability), Art. 12 (Intellectual property rights), Art. 13.2 and 13.3 (Return of Products), Art 14 (Force majeure), Art 15.1 (Export control and compliance) and Art. 17 (Judicial venue and applicable law).