General conditions of sale
1.1 For the purposes of these general conditions of Sale (hereinafter referred to as “Terms of Sale”), the following terms will have the meanings assigned to them below:
– “Customer”: any company, corporation or legal entity that purchases the Products of GREEN ELETTROPOMPE from the latter;
– “Products”: goods manufactured, assembled and/or sold by GREEN ELETTROPOMPE;
– “Order/s”: any proposed purchase of the Products made by the Customer to GREEN ELETTROPOMPE exclusively by e-mail;
– “Sale/s”: each Sales contract concluded between the Customer and GREEN ELETTROPOMPE following the receipt by the Customer of the written accep-tance of the Order by GREEN ELETTROPOMPE;
– “Marks”: all the marks in GREEN ELETTROPOMPE owns or whose is licensee;
– “Intellectual Property Rights”: all intellectual and industrial property rights of GREEN ELETROPOMPE, including, without limitation, the rights to: patents for inventions, designs, utility models, trademarks, know-how, specifications, data, whether such rights have been registered or not, and any application or registration relating to these rights and any other rights or forms of protection of a similar nature or having equivalent effect.
2.1 These Conditions of Sale apply to all Sales of Products. In the event of any inconsistency between the terms and conditions contained in these Terms of Sale and the terms and conditions agreed in the single Sale, the latter shall prevail. GREEN ELETTROPOMPE shall not be bound by terms and conditions of pur-chase of the Customer, even if they are contained in the Orders or any other documentation from the Customer, without the prior written permission of GRE-EN ELETTROPOMPE. The conditions of purchase of the Customer will not be binding on GREEN ELETTROPOMPE even for effect of tacit agreement.
2.2 GREEN ELETTROPOMPE reserves the right to add, modify or delete any provision of these Conditions of Sale, provided that such additions, modifications or cancellations will apply to all Sales concluded from the thirtieth day following the notification to the Customer of the new Terms of Sale.
3) Orders and Sales
3.1 The Customer must notify to GREEN ELETTROPOMPE Orders containing specific description of the Products, the required amount, the price and terms required for delivery.
3.2 The Sale will be considered completed: (i) when the Customer receives by GREEN ELETTROPOMPE a written confirmation (this confirmation can be sent by e-mail or electronic means) according with the terms and conditions of the Order, (ii) or in the event that the Customer receives by GREEN ELETTROPOMPE a written confirmation containing terms that differ from those contained in the Order, after two working days from the date of receipt of confirmation contai-ning differing terms, without that during that period a contestation written by the Customer arrives to GREEN ELETTROPOMPE ; (iii) or in the absence of writ-ten confirmation by GREEN ELETTROPOMPE, when the Products will be delivered to the Customer.
3.3 Orders regularly accepted by GREEN ELETTROPOMPE can not be canceled by the Customer without the written consent of GREEN ELETTROPOMPE.
4) Price of Products
4.1 The prices of Products are those mentioned in the price list of GREEN ELETTROPOMPE existing at the time the Order by the Customer or, if the Product is not included in the price list or the price list is not available, those indicated in the Order and confirmed in writing by GREEN ELETTROPOMPE at the time of the Order. Except as otherwise agreed in writing between the parties, the above prices will be calculated ex works, excluding discounts. These prices do not inclu-de the costs of packaging, shipping and transport from the seats of GREEN ELETTROPOMPE to those of the Customer. These costs should be supported separa-tely by the Customer.
4.2 GREEN ELETTROPOMPE will retain ownership of the Products until full payment of the price of the same. The Customer shall fulfill all obligations required by local laws in Order to make valid and enforceable against all third parties this clause of retention of title even operating the inscription in any appropriate register, where locally required.
4.3 GREEN ELETTROPOMPE reserves the right to unilaterally modify the prices listed in the price list, without notice and with immediate effect, in cases where the adjustment is due to circumstances out of control of GREEN ELETTROPOMPE (for example: an increase in the price of raw materials and labor costs or changes in exchange rates). In all other cases, the changes will be communicated to the Customer and will take effect on all Orders received by GREEN ELET-TROPOMPE from the thirtieth day after the date on which the changes were notified to the Customer.
5) Terms of Delivery
5.1 Except as may be otherwise agreed in writing between the parties, GREEN ELETTROPOMPE will deliver the goods ex works at its plants, as that term is defined in the INCOTERMS 2010 published by the International Chamber of Commerce in their latest version, in force at the time of delivery. If required, GRE-EN ELETTROPOMPE will handle the transport of Products at risk, costs and expenses of the Customer.
5.2 The delivery will take place within the period stated in the Order, as accepted in the Order confirmation or, if the term was not indicated in the Order, within the period of 60 days from the first working day following the confirmation of the individual Order. The delivery times are approximate and are not essential terms according to art. 1457 of Civil Code and, in any case, do not include the shipping times.
5.3 Except as provided in previous paragraph 5.2, GREEN ELETTROPOMPE will not be held responsible for delays or failure delivery attributable to circumstan-ces out of its control, such as for example and without pretense of comprehensiveness:
a) inadeguate technical data, inaccuracies or delays of the Customer in the transmission of information or data ,necessary for the shipment of the Products to GREEN ELETTROPOMPE ;
b) difficulties in obtaining supplies of raw materials;
c) problems related to the Production or Order planning;
d) total or partial strikes, power failure, natural disasters, measures imposed by public authorities, difficulties in transportation, riots, terrorist attacks and all other causes of circumstances beyond its control;
e) delays by the shipper.
5.4 The occurrence of some of the events listed above, will not entitle the Customer to claim compensation for any damages or indemnity of any kind.
6.1 Except as may be otherwise agreed in writing between the parties, transportation will always be at the expense and risk of the Customer. In the event that GREEN ELETTROPOMPE is required to deal with the transport of the Products, as provided for in previous paragraph 5.1, GREEN ELETTROPOMPE will choose the means of transport that it deems most appropriate in the absence of specific instructions from the Customer.
7.1 Except as otherwise agreed in writing between the parties, GREEN ELETTROPOMPE, at its discretion, will issue invoices at the time of the Order or the delivery of Products.
7.2 Payments must be made in Euros and within the period of 30 days from the last day of the month in which the invoice was issued.
7.3 The missed payment in the agreed time, will entitle GREEN ELETTROPOMPE to ask to the Customer to pay the interest due at the rate established by Legi-slative Decree n. 231/02.
7.4 Missed or late payments (over 30 days) will give to GREEN ELETTROPOMPE the right to suspend the delivery of Products and solve every single Sale signed. The suspension of the delivery of Products or the resolution of the sellers will not give to the Customer the right to claim any damages.
7.5 Any claim relating to the Products and/or delivery of the same, shall in no case justify the suspension or delay in payment.
8.1 Any discrepancy between the Products delivered to the Customer from the type and the quantity indicated in the Order must be reported in writing to GREEN ELETTROPMPE within five days from the date of delivery. If the complaint is not communicated within that period, the Products delivered will be consi-der as complying with those Ordered by the Customer.
9) Warranty (see “GENERAL CONDITIONS OF GUARANTEE”)
10) Intellectual Property Rights
10.1 The Intellectual Property Rights are total and exclusive property of GREEN ELETTROPOMPE and their communication or use within these Conditions of Sale, does not create any right or claim by the Customer, in relation to them. The Customer undertake to do not any action inconsistent with the ownership of the Intellectual Property Rights.
10.2 The Customer declares that: (i) GREEN ELETTROPOMPE is the exclusive owner of the Marks; (ii) he will refrain from using or recording similar and/or con-fusable marks; (iii) he will use the Trademarks in accordance with the instructions of GREEN ELETTROPOMPE and for the purposes set out in these Conditions of Sale, exclusively.
11) Express termination clause
11.1 GREEN ELETTROPOMPE will be able to solve the single Sale at any time, according to art. 1456 of the Italian Civil Code, by written notice to the Customer, in the event of non-compliance with the obligations laid in paragraphs 4 (Price of the Products); 7 (Payments); 10 (Intellectual Property Rights).
12) Change in the financial circumstances of the Customer
12.1 GREEN ELETTROPOMPE will be entitled to suspend the fulfillment of the obligations arising from the Sale of the Products, according to Article. 1461 of the Italian Civil Code, in the event that the financial circumstances of the Customer would become such as to seriously endanger the achievement of the compen-sation, unless it receive sufficient guarantees.
13) Legal domicile, applicable law and jurisdiction
13.1 GREEN ELETTROPOMPE is legally domiciled at its headquarters.
13.2 Conditions of Sale and each Sale will be governed by Italian law and construed in accordance with it, with exclusion of the Vienna Convention of 1980 on Contracts for the International Sale of Goods.
13.3 All disputes arising out of or related to these Terms of Sale and/or any Sale will be subject to the exclusive jurisdiction of the Court of Urbino.
13.4 Except as stipulated in previous paragraph 13.3, when promoter of a legal action as plaintiff, GREEN ELETTROPOMPE reserves the right to promote such action in the place of residence of the Customer, in Italy or abroad.