GENERAL CONDITIONS OF SALE
GENERAL INFORMATION These general conditions of sale are binding and constitute an integral part of contracts signed by the Seller and the Buyer for the supply of the Seller’s products (the « Products »).
The conditions of sale apply to all transactions concluded between the Seller and the Buyer with no need for specific reference to them or a specific agreement covering them on the finalisation of every single transaction; any condition or term at variance with them will only be applied if confirmed by the Seller in writing.
The Seller reserves the right to amend and supplement or vary the General Terms and Conditions of Sale by annexing any such changes to its offers or any written correspondence dispatched to the Buyer.
OFFERS AND ORDERS The Seller’s offers are not binding, in particular with regard to quantity, prices and delivery terms.
Orders made by the Buyer are not considered accepted until confirmed in writing by the Seller; the Buyer may amend and/or cancel the Order within 24 hours after its receipt, as specifically stated in the Order Confirmation.
Orders and/or requests for amendments to orders made verbally or by telephone must be confirmed by the Buyer in writing; otherwise, the Seller accepts no liability with regards to any possible errors or misunderstandings.
PRICES AND PAYMENT TERMS Unless otherwise stated in the Order Confirmation, the price of the products is that stated in the 25.1.1 price list in force as of the date of the order. Prices of the Products do not include VAT, which shall be payable on delivery or in accordance with the specific instructions provided in the invoice.
Taxes, duties, shipping, insurance and after-sales service are not included in prices unless quoted separately.
In case of late payment or failure to pay within the agreed terms, the Seller may charge interest for arrears, while retaining the right to compensation for any other damage incurred, and may suspend and/or cancel further deliveries and demand immediate payment of the sums due. The Parties hereby agree that in case of disputes between them concerning this contract, the Buyer may not delay and/or suspend payments for the orders executed, on any grounds.
In case of changes to the Buyer’s economic status, the Seller may demand immediate payment, implement the acceleration clause and change the payment terms, also requiring total or partial payment in advance before shipment.
In all cases the Buyer shall not be entitled to make deductions or withhold sums from, or to reduce, the price and/or the sums due to the Seller for any reason, without the Seller’s specific written consent.
DELIVERY TERMS Unless otherwise agreed in writing, no delivery term is binding on the Seller; unless otherwise agreed between the parties, the guideline delivery term is that stated in the order confirmation.The delivery terms and procedures for products and/or spare parts are those stated by the Seller in the order confirmation; the Seller has no responsibility for delays due to chance circumstances, force majeure or the actions of third parties or public Authorities, or due to causes linked to the Buyer, as specifically set forth by art. 1341 of the Italian Civil Code.
The Seller is not obliged to accept returns of the products unless specifically agreed in writing. Any costs incurred for this purpose are payable by the Buyer.
WARRANTY CONDITIONS a) The Seller guarantees that the products and/or spare parts are free from defects and that they comply with the technical specifications declared in the product technical manuals and the documentation supplied to the Buyer.
b) The warranty is valid for 12 months from the time when the Product and/or spare parts and/or Product parts leave the Seller’s premises.
c) The Seller is not liable, even with regard to damage to third parties, for misuse of the products and/or spare parts, or their use in breach of the provisions of the use and maintenance manuals, or for their use by unskilled personnel.
d) In case of tampering with the products and/or spare parts or any maintenance and/or repair of the same, or replacement of parts without the Seller’s written authorisation, the warranty shall be voided.
e) On receipt of the products and/or spare parts, the Buyer shall inspect their packaging and check their quantity and that they comply with the order confirmation, entering any discrepancies in the delivery note.
f) All defects or nonconformities in products and/or spare parts must be reported to the Seller, in writing, within 8 days after receipt, enclosing a detailed report and photographic documentation of the claimed faults and a copy of the delivery note containing the complaints entered in it.
g) Catalogues, price lists and marketing material supplied by the Seller containing guideline images and descriptions of the product cannot be used as proof of the Product’s nonconformity.
h) After verification that the product claimed to be faulty is entitled to warranty cover, Cangini Benne shall decide now to proceed, while guaranteeing that the problem will be resolved in the shortest possible times.
i) All products and/or spare parts, including those sent as replacements or prior to verification of the warranty cover, shall be dispatched with sales delivery document and billed to the Buyer. After the appropriate checks, if the replacement is found to be within the terms of the Warranty, the Seller will proceed to issue a credit note.
l) This warranty does not cover any direct or indirect damage to the Customer or third parties, damage from loss of earnings, accidental damage, commercial damage, delays in works, reputational damage or any other damage to the Buyer, or its internal handling costs. The warranty does not cover travel expenses for the dispatch of products and/or spare parts.
m) The Seller reserves the right to send the Buyer a replacement product and/or spare part for the time necessary for any checks and repairs.
LIABILITY LIMITATION Except in cases of justified claims, the Buyer is not granted any further rights or remedies. In particular, the Seller is not liable for any compensation claimed for breach or violation of contract or for any direct damage or loss of earnings incurred by the Buyer as a consequence of the use of or failure to use Products, or their installation in other products, except for the circumstances covered by the warranty set out in the previous point, or in case of wilful malpractice or serious negligence by the Seller.
The Seller will do everything in its power to deliver the Products by any term agreed, but under no circumstances shall it be held responsible for damage caused directly or indirectly by delay in the fulfilment of a contract or late delivery of the Products.
The Seller’s catalogue, price list or other marketing material constitutes only guidance concerning the Products’ type, and the prices and indications contained therein are not binding on the Seller. The Seller therefore does not accept any liability for errors or omissions in its price list or marketing material.
INTELLECTUAL PROPERTY RIGHTS OF CANGINI BENNE S.R.L. The Customer specifically recognises that the brands, commercial names or other distinguishing marks applied to the goods are the exclusive property of Cangini Benne s.r.l. and may not be altered, modified, removed or erased in any way. The Customer has a limited right to use of the brands, commercial names or other distinguishing marks, and of any other right to industrial property or production and commercial know-how incorporated in the goods, which continues to be the exclusive property of Cangini Benne s.r.l., for the sole purpose of the retail sale of the goods. Any other use of Cangini Benne s.r.l.’s intellectual property by the Customer, if not specifically authorised by the former in writing, shall constitute a violation on the part of the Customer of Cangini Benne s.r.l.’s aforesaid exclusive rights, and shall lead to prosecution for breach of contract.
Any documents, drawings, data and information (whether in paper or digital format) consigned to the Customer continue to be the exclusive property of Cangini Benne s.r.l.. They constitute an aid for the clearer representation of the Product and provide guidance as to the Product’s performances.
The Customer undertakes not to copy them, not to disclose them to third parties, and to adopt all appropriate precautions in relation to its staff to ensure their protection.
PERSONAL DATA PROCESSING a) The Buyer personal data will be processed in accordance with Italian law on the processing of personal data, such as the GDPR and Legislative Decree 101/2018, as amended.
The Seller informs the Buyer that the former is the Data Controller and that the Buyer’s personal data are collected and processed solely for the execution of this agreement.
b) The data and information processed in accordance with these general conditions of sale will not be disclosed to third parties in any way unless specifically authorised in writing by the Seller, subject to legal obligations regarding the submission to public authorities of documents containing personal data.
c) Each Party undertakes to inform the other without delay of any violation of rights to the brand which comes to its knowledge, and any other form of unfair competition by third parties, to enable the victim Party to take the defensive actions it considers necessary or appropriate, in their joint interest.
APPLICABLE LAW a) If the Buyer is an entity under Italian law, these General Conditions of Sale and all the contracts it signs with the Seller shall be governed by Italian law.
b) If, on the other hand, the Buyer is of non-Italian nationality, these General Conditions of Sale and all the contracts it signs with the Seller shall be governed by the 1980 Vienna Convention on Contracts for the International Sale of Goods.
LEGAL JURISDICTION a)All disputes arising from this contract shall be submitted to the sole jurisdiction of Forlì Law Court.
The Parties agree that only the Seller, at its own discretion, may waive the sole jurisdiction of the Court referred to in point a) above to bring proceedings against the Buyer at its domicile or before the Court with competence there.
GENERAL PROVISIONS a) The invalidity of all or part of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.
b) Every amendment or supplement to this contract must be made in writing and duly signed by the parties. c) These General Conditions of Sale are issued in two languages, Italian and English. In the event of doubts as to their interpretation the Italian version shall prevail.