General Sale terms and conditions
- 1. Definitions
“Acceptance”: means the acceptance of the Proposal by the Customer;
“Agreement”: means contract concluded by means of the Acceptance of the Proposal;
“Customer”: means a customer buying one or more Products;
“Conditions”: means the present general sale terms and conditions;
“Party”: means, individually, Sartori Ambiente or the Customer;
“Parties”: means, together, Sartori Ambiente and the Customer;
“Price”: means the consideration under the Agreement for the Products;
“Products”: means, generally, the products marketed by Sartori Ambiente;
“Proposal”: means each contractual proposal concerning the Products served by Sartori Ambiente;
“Sartori Ambiente”: means Sartori Ambiente S.r.l., with registered office in Arco (Trento – Italy), Via S. Andrea, n. 51;
“Website”: means the website of Sartori Ambiente (www.sartori-ambiente.com) or another domain from time to time used;
“Working Days”: means the days when banks are open in Arco (Trento – Italy).
- 2. Field of Application
These Conditions apply to all sales agreements concerning the Products, concluded between Sartori Ambiente and the Customer following the Acceptance, being agreed between the Parties that to the agreements for the sale of the Products shall not apply, even partially, any general conditions of the Customer or other terms and conditions, which have not been approved in writing by Sartori Ambiente with express indication of any terms and / or conditions of these Conditions eventually waived.
Sartori Ambiente reserves the right to modify and/or integrate, in whole or in part, these Conditions at any time; in this case, modifications and/or additions shall apply to all contracts concluded after the adoption of the new conditions and/or their publish on the Website.
- 3. Subject of the Agreement – Consideration
The sale comprises exclusively the Products and relative quantities and prices specified in the Proposal.
Except as otherwise agreed, the selling prices, relevant to the individual Product, shall be indicated in the Proposal, net of VAT and less packing and transport costs.
- 4. Invitation to offer –Proposal – Conclusion of the Agreement
The publishing of the Products on the Website is only an advertisement of such Products.
The Agreement shall be deemed concluded when, alternatively: (i) the Proposal is exchanged with Acceptance, in writing, by returning the same Proposal duly signed; or (ii) the Customer acts by carrying out this Agreement.
Should the advance payment or the granting of suitable guarantee towards the delivery of the Products be required, the carrying out of the Agreement by Sartori Ambiente can be lawfully suspended until receipt of the related payment or guarantee.
- 5. Definition of customization
For the definition of the customizations, the Customer shall provide Sartori Ambiente those logos and texts of which is required the application on Products or those codes in case of TAG RFID installations.
The transmission shall be done by appropriate measures useful to give evidence of the same transmission, in vector-based files (such as .tiff, .bmp.), in black&white format (not grayscale) with a minimum resolution of 300dpi.
The personalization shall be determined within five (5) Working Days as from the conclusion of the Agreement, being understood that, failing this, the Agreement is deemed to be suspended without any liability in charge of Sartori Ambiente.
- 6. Delivery of the Products
Except as otherwise agreed, the delivery of the Products will be Ex Works (Incoterms 2010).
- 7. Terms and modalities of payment
Terms and modalities of payment are those of the Proposal, and it is expressly agreed between the Parties, whether a scheduling payment plan is agreed that:
- the scheduling payment plan, it’s in favour of the Customer, and the Customer may pay – in whole or in part – the Price ahead of the deadlines;
- notwithstanding the above, in case of breach by the Customer of the obligation to pay the Price according to the agreed deadlines, the Customer shall lose the benefit of the scheduling payment plan terms and the entire Price shall become immediately due to Sartori Ambiente; thereof, the Customer declare itself debtor of such amount;
- should the scheduled payment be assisted by a guarantee, the Customer waives all and any rights as from now to any exception regarding the enforcement of the aforesaid guarantee.
It is also agreed that the Customer: (i) shall not in any case suspend the payment of the amount due to Sartori Ambiente, even in the case of alleged or actual claims that the same Customer can claim for whatever reason towards Sartori Ambiente; and (ii) shall pay the default interest provided by the Italian Legislative Decree No. 231/2002, that shall accrue on the due amount.
- 8. Defects of Products
The Customer shall: (i) verify the state of the packages at the Delivery; (ii) verify the state of the Products where the packages show damages; and (iii) rise possible defects in writing on the delivery note.
Based on the duty of the Customer to fully verify the Products within 10 (ten) days as from the shipper has reached the place of delivery, the Customer shall, on pain of time-bar, notify Sartori Ambiente any defects and/or quality defects or non–compliance of the Products no later than 10 (ten) days as from the shipper has reached the place of delivery.
In case of defects cannot be identified by careful verification of Products, because concerning the use of the Product, the time-bar period of 10 (ten) days elapses as from the time at which the defect was discovered.
The notification of defects by the Customer shall be sent to Sartori Ambiente by written communication by appropriate measures useful to give evidence of the same notification, and the Customer shall describe the type and extent of spoiled Products, also attaching photos.
- 9. Warranty on Products
The warranty on the Products is of 12 (twelve) months as from the date of delivery of the same and exclusively for defects attributable to Sartori Ambiente, not being applicable in the event the Customer and/or the third part did not make proper use and storage of the Products.
The warranty provided by Sartori Ambiente shall be subject to regular notification made by the Customer pursuant to Article 8 above.
Should recognize the Customer’s reasons, Sartori Ambiente shall freely provide the Customer Products (or part of the Products) of the same kind and amount of those found to be defective or not in conformity with as agreed, within 60 (sixty) days after such approval.
Sartori Ambiente shall be entitled to require the return of defective Products at its own expense.
Sartori Ambiente will be solely responsible for any warranty for defects of the products within the limits of the value of each individual Product that may be found to be defective.
The Customer agrees to indemnify and hold harmless Sartori Ambiente against any action, claim, demand, as well as any other action that may be claimed or promoted by third parties against Sartori Ambiente and that it was related or attributable, directly or indirectly, in the use of the Products.
- 10. Intellectual and Industrial property
The Customer shall refrain from any action that could even potentially violate the rights of intellectual and industrial property of Sartori Ambiente and, in particular, it undertakes not to perform any act of infringement of any patent, license, design, trademark, trade name and/or copyrights, whether registered or unregistered, owned or otherwise available to Sartori Ambiente, as well as not to record and not to make record any patent, license, design, trade mark, trade name and/or copyrights which, however, involves the use of the name of the Products and/or Sartori Ambiente.
The Customer shall also promptly notify Sartori Ambiente any relevant fact coming to its attention that might adversely affect the rights of intellectual and/or industrial property of the Sartori Ambiente or the reputation of the latter.
- 11. Force majeure
It is expressly agreed between the Parties the applicability of the provisions set forth in Articles 1463 – 1469 of the Italian Civil Code.
- 12. Confidentiality
Each Party agrees not to disclose any business or trade secrets, or other confidential information, which one Party has come to its notice about the other Party.
- 13. Treatment of personal data
Each Party undertakes to treat personal data in compliance with the other rules governing the privacy of Italian Legislative Decree No. 196/2003 and following amendments.
- 14. Governing law and Jurisdiction
This Agreement is governed by the Italian Law, excluding the application of the Convention of Wien concerning the International Sale of Goods.
Any dispute arising between the Parties concerning the validity, interpretation, execution and/or termination of this Agreement shall be settled by the Italian jurisdiction and it will be competent solely to the Court of Rovereto (Trento – Italy).
- 15. Miscellanea
The headings of articles and sections are placed for the sole purpose of facilitating the reading, and they should not be kept any account in the interpretation of this Agreement.
This Agreement is the only agreement reached between the Parties and supersedes, repealing, any previous agreement reached between the Parties. Any modifications to this Agreement shall not be valid, binding and effective when it is not a written document signed by the Party against whom the same is invoked.
Any tolerance towards the behaviour of one of the Parties shall not in any event be construed as a waiver by a Party, to enforce their rights, move the same objections to the other Party or seek compliance with the requirements contained in this Agreement.
In force from 27th July 2016