GENERAL CONDITIONS OF SALE
GENERAL CONDITIONS OF SALE
All sales entered into by Vason shall be governed exclusively by the following General Conditions of Sale (GCS). Accordingly, the mere fact of sending an Order Proposal implies full and unconditional acceptance by the Buyer of these General Conditions of Sale. No specific condition shall prevail on the GCS, unless expressly accepted in writing by the Seller.
The Buyers’ General Conditions of purchase shall not be part of the Agreement and shall be deemed excluded and rejected by the present GSC, unless expressly agreed upon in writing by the Seller.
Moreover, any amendments or supplements to the present GCS and to the Agreement shall be valid only if agreed upon in writing.
The invalidity, in whole or in part, of any provision hereinunder shall not affect the validity of the entire Agreement and of the GCS.
The Seller is entitled to amend the General Conditions of Sale at any time. Any amendments and/or new conditions will be in force from their publication on the website in the section “Conditions of Sale”. Buyers are therefore required to regularly visit the Seller’s website and to refer to the most up to date version of the General and Conditions of Sale, before making any purchase.
The appliable General Conditions of Sale shall be the ones in force on the date the Order Proposal is submitted.
Art. 1 – CONCLUSION OF THE AGREEMENT
Estimates provided by the Seller are not binding and merely constitute an invitation addressed to the Buyer to make a contractual proposal to purchase the products through an “Order Proposal”.
Order Proposals shall be submitted to the Seller using the forms provided by the Seller and shall be duly filled in and signed by the Buyer in all their parts. Order Proposals shall remain irrevocable for the Buyer for a period of three (3) days starting from the date of receipt thereof by the Seller.
ART. 2 - PRICE – DELIVERY DATE
Prices indicated in the offers made by the Seller’s agents, representatives and sales auxiliaries are merely indicative and do not bind the Seller until such prices are confirmed by “Order Confirmation” sent by the Seller.
The “Order Confirmation” is to be intended as referring exclusively to a single order. In case of failure to sign the “Order Confirmation” and/or in the absence of any Buyer’s contrary indications or complaints within three (3) days following its receipt, the Agreement shall be deemed tacitly concluded by conclusive facts.
The price of the products shall be determined on the basis of the price lists in force at the time of the Order. The Seller shall promptly make available to the Buyer the price lists and shall indicate on each Order Confirmation the price, which is purely indicative and approximative, together with the quality and the quantity of the purchased products.
The total price to be paid by the Buyer for a single Order will be determined in relation to all applicable contractual and tax conditions. The total price shall be determined and communicated by the Seller also for the purposes set forth in Article 3, 1, a), b) of Italian Legislative Decree 198/2021, exclusively at the time of issuance of the invoice, within the terms and pursuant to the conditions provided for by the current tax regulations.
All delivery and shipping dates indicated in the Order Confirmation are indicative and subject to the Seller's availability schedules.
The Seller consents to make every effort to respect the indicated delivery dates.
However, the Seller shall not be held liable for (i) any failure to respect the terms of delivery and/or for (ii) any delay occurring in the performance of the content of the Order Proposal due to unforeseen or exceptional circumstances, or in the event insufficient quantities are available, or in case of causes beyond its reasonable control. In the event of late delivery, the Buyer is not entitled to refuse the products, terminate the Agreement, cancel the outstanding orders, or claim for damages caused by delay or non-delivery in whole or in part.
In any case, the delivery shall be made only upon compliance by the Buyer with all its obligations toward the Seller.
ART. 3 – PACKAGING, INSPECTION, LOSS AND / OR DAMAGE OF PRODUCTS DURING THE TRANSPORT
The products will be packaged for shipment in accordance with the type of shipment chosen by the Seller and therefore any other costs beared by the Seller, including, but not limited to, special packaging and special transport, may be added to the invoice or billed separately.
Unless otherwise agreed in writing, the packaging will not be collected by the Seller and the Buyer is personally liable for their use, recycling, storage or destruction. Upon delivery, the Buyer shall check without delay the compliance of the products delivered with the Order and that their packaging is intact, undamaged and in any case unaltered.
In the event of complaints about the packaging and / or on the conformity of the products delivered with the Order, the Buyer shall immediately send notice in writing signed both by him and by the carrier at the bottom of the transport document. Such document shall be sent by email to the Seller to the following email address: email@example.com
In case the Buyer fails to send the above-mentioned notification, (i) the purchased products shall be deemed accepted and pursuant to the terms of the Sale Agreement and (ii) the Buyer shall pay the products in accordance with art. 7 hereunder.
ART. 4 RISK AND RETENTION OF TITLE
Unless otherwise agreed in the Order Confirmation, all the sales of the products will be made FCA (Incoterms 2020) at the Seller’s warehouse.
The transfer of risks related to the products takes place at the time of load of the products from the Seller’s warehouse. The products will travel at the Buyer’s own risk so that the latter is required to take out any necessary insurance policy against any damages suffered or caused by the products. The payment shall be made in accordance with art. 7 hereunder.
Notwithstanding delivery and the passing of risk to the Buyer, the products will remain the Seller's property until the Seller receives full payment of such products.
ART. 5 – COMPLAINTS
A copy of the invoice or the transport document shall be enclosed to the complaint. Complaints shall be made through a certified e-mail system (firstname.lastname@example.org) or by registered letter previously sent by email to the Seller (email@example.com). The complaint shall contain the detailed description of the alleged defects. The Seller shall be entitled to immediately assess the complaint remotely or by inspecting the products where they are located or by sending samples.
Should the complaint be found groundless, the Buyer shall reimburse all expenses incurred by the Seller (travels, expertise, etc) to verify if such complaint is well-founded.
Should the complaint be only partially founded, the Buyer shall compensate the over said expenses in the amount of the value of the defective products as a percentage of the total value of the complaint.
ART. 6 - RETURN OF THE PRODUCTS
The return of products, whether for defects or for other reasons, shall be previously authorized by the Seller.
The products shall travel at the Buyer’s own risk and expenses. In case of acceptance by the Seller of the return of products non-compliant with the Order, the shipment of the products will be made in accordance with articles 3 and 10 hereunder, without any further liability on the part of the Seller. Should the returned products not be found defective, but in compliance with the terms of the Sale Agreement, the Buyer shall bear all the expenses arising from the return of the products.
ART. 7 PAYMENT AND PENALTIES
Unless otherwise agreed in writing, the payment of the products shall be made within thirty (30) days following the end of the month of issuance of the invoice.
The bank details indicated by the Buyer in the Order Proposal are considered final and binding for the support of bank receipts and therefore any outstanding expenses for non-payment shall be charged to the Buyer.
In the event of a dispute arising over a delivery, the Buyer shall not be entitled to suspend the payments. In case of non-respect of one single payment term, the remaining terms and amounts due for any other reason shall be considered automatically expired and all the due amounts for any other reason will immediately be due. In case of late payment, the Seller may suspend all pending orders, without limiting any other right or remedy.
Invoicing and payment for the products will be made in full compliance with Italian Legislative Decree 198/2021, where applicable. In the event of failure to comply with the terms of payment, the Buyer shall pay to the Seller interest for late payment from the day following the expiry of the payment term, to the extent provided by the statutory law.
Should the Seller observe the worsening of the Buyer’s solvency, the Seller shall be entitled to immediately suspend the execution of the existing agreements and immediately collect also the unexpired unpaid amounts.
ART. 8 – PAYMENT FOR PARTIAL DELIVERIES
The Seller is entitled, at its sole discretion, to deliver the ordered products solely in part, rather than in whole: in this case the Buyer is not entitled to refuse such partial deliveries. The Buyer shall not claim for direct or indirect damages arising out from the non-delivery of products. Such partial deliveries shall be paid for in accordance with the terms indicated in Article 7 above. The execution of a partial delivery that, in the measure indicated above, does not comply with the Sale Agreement shall in no way affect the obligation of immediate payment by the Buyer of such partial delivery.
ART. 9 – TAXES AND DUTIES
All prices indicated in the estimate and in the Sale Agreement are exclusive of taxes, levies, duties, and charges. The Buyer is obliged to pay all taxes and / or levies on the products, on their use, their transfer or sale, where the law requires or allows the Seller to seek remedy against the Buyer.
Should the Buyer state that the purchase is not subject to any of such taxes, to be exempted, or that the Seller is not entitled to collect such taxes, the Buyer shall provide the Seller with all the necessary documentation to prove its assertion and to allow the Seller to justify any decision not to collect such taxes and / or levies.
ART. 10 – WARRANTY
The Seller warrants that the products are suitable for their intended use and that are free from defects or irregularities that significantly impair their suitability for their intended use or their value.
The Seller warrants that the quality of the products is in line with and conforms to the product technical specifications.
Any defects and/ or non-conformities of the products shall be notified in writing to the Seller within eight (8) days from the delivery of products at the Buyer’s warehouse for obvious defects or from the date of discovery in case of hidden defects.
The warranty ends with the expiry date of the products and in any case, shall not exceed 1 (one) year from delivery.
The Supplier will make the necessary checks on the existence of the reported defects and, if necessary, will replace the defective and/or non-compliant products, bearing the related transport costs.
The Seller undertakes to supply any missing quantities, once ascertained that there are discrepancies it is liable for, within ten (10) days from the date on which such discrepancy is finally ascertained, bearing the related costs of transport.
The warranty shall not apply in case that (i) the products have been manipulated or altered or damaged during transportation, or (ii) stored, used and maintained contrary to the Seller instructions as reported in each product technical schedules, or in case (iii) the original Trademarks have been removed from the products or altered, or in case (iv) the product has been used beyond its expiry date.
In the event of Seller's liability with regard to a defective product, the Seller shall only be required to replace such defective product at its own expenses within a reasonable time. Such replacement shall constitute the sole and exclusive remedy granted by the Seller. Therefore, any further liability of the Seller is expressly excluded.
In case any mandatory provisions provide the right to compensation in addition to the remedy provided for by this clause and except in case of wilful misconduct or gross negligence, the Seller shall not be liable for any punitive or indirect damages, loss of profits, loss of business and damages to the image and commercial reputation.
The Seller’s total maximum aggregate liability in connection with the Agreement shall in no event exceed 100% of the price paid or payable by the Buyer to the Seller under each Order.
ART. 11 FORCE MAJEURE
The Seller shall not be liable for the failure to perform its obligations or part thereof, in case such failure is due to any force majeure event, pursuant to Art. 1256 and 1467 of the Italian Civil Code.
Force majeure is defined as any unforeseen, unavoidable event beyond the Seller’s control, including but not limited to fires, collapses, floods, pandemics, lack of supplies, shortage of raw materials, disruption in transports, strikes, lockouts, limitations related to a worsening of the Covid 19 pandemic or other diseases, and so on.
ART. 12 MISCELLANEOUS
The Italian version of the GCS shall prevail on versions in any other languages.
The Seller’s liability shall at all times be limited to the case of willful misconduct or gross negligence of the Seller. No provision of these GCS or the Agreement shall be construed as excluding or limiting in advance the Seller's liability for willful misconduct or gross negligence.
Should any provision of these GCS or of the Agreement (or any part thereof) be invalid or ineffective in any jurisdiction: (a) this will not affect the validity and enforceability of such provision in other jurisdictions, nor the validity and enforceability of the remaining provisions (or of the remaining part of such provision) or the validity and enforceability of the GCS or the Agreement as a whole; and (b) the invalid or ineffective provision shall be replaced by a valid and effective provision reflecting to the fullest possible extent the essential purpose of the invalid or ineffective provision.
ART. 13 - APPLICABLE LAW AND JURISDICTION
Any dispute or claim arising out of or related to the supply of the products indicated in the estimate and/or in the Order Proposal and/or the execution of the Sale Agreement shall be submitted to the exclusive jurisdiction of Italian Judge, before the competent Courts of Verona - Italy.
All disputes shall be exclusively governed by the Italian law, excluding the application of conflict of law rules.
The application of the UN agreement on the Sale of Goods dated 1980 shall be excluded.
For matters not expressly provided for in these General Conditions of Sale, read, approved and signed by the parties, the Italian Civil Code, all the mandatory and binding provisions foreseen by Legislative Decree 198/2021, and by the Directive 2019/633/EU shall apply / be applied.