These general terms and conditions cancel and replace all previous ones.
Art. 1 GENERAL CONDITIONS
These general conditions, available and accessible from the homepage of STEELNOVO SRL at the following link: http://www.steelnovo.it, regulate all present and future sales contracts between the Parties, barring any exceptions for the specific case, promptly agreed in writing between the Parties. Any exemptions to the provisions included in this document and agreed between STEELNOVO SRL and its Customer, apply only for the single supply to which they refer and do not undermine the effectiveness of the document as a whole that, therefore, continue to apply to the present and future relationship between the Parties except as specifically agreed in writing for the specific case. These general contractual conditions are intended as applicable to all production of STEELNOVO SRL regardless of reference to one particular Catalogue. Under Art. 1341/1342 of the Civil Code, explicitly approving this article, the Customer hereby waives his right to invoke general contractual conditions to STEELNOVO SRL and agrees that the Supplier can unilaterally change the content of these general conditions to be applied to all future contractual relationships with the same Customer. In no case can STEELNOVO SRL be considered a contractor towards the buyer. In the case of communications and/or contractual documents written in both Italian and foreign languages, the Parties agree that, in case of doubt regarding the exact meaning to be attributed to certain terms, locutions and/or phrases used by the Parties themselves, reference should be made exclusively to the meaning that they hold in Italian, to be intended as an elective and prevailing language.
Art. 2 PREPARATION AND SUBJECT OF THE CONTRACT: ORDERS, ORDER CANCELLATION, NEW ORDERS, AND INTEGRATIONS
The order shall be sent to STEELNOVO SRL via fax or e-mail and undersigned for acceptance by the Customer and will be considered as an order proposal, and filled in, under penalty of inadmissibility, in all its parts (Customer’s name, address, contact person, item code, telephone, and fax number, bank details, etc.), on the forms provided by STEELNOVO SRL.
Order proposals are not binding for the seller, and orders are to be considered accepted only after written confirmation. Only the text of the order signed by the Customer and held by the seller applies between the Parties. Acceptance of the order by STEELNOVO SRL may also consist in its implementation. The signatory of the order is responsible for the payment of the supply, even if ordered on behalf of third parties and jointly.
The written signature on the order obliges its signer with the Customer specified on the order without time limits, in express exemption from Art. 1957 of the Italian Civil Code.
STEELNOVO SRL must previously accept any changes regarding the quantity, quality, and type of goods subject to contract as a result of the order proposal signed by the Customer. If the order has not yet been carried out and changes requested by the Customer occur, the order will be again subject to the order confirmation procedure. The order by the Customer (retailer or otherwise) is a firm and irrevocable purchase proposal. No order can be canceled without the written consent of the seller STEELNOVO SRL. STEELNOVO SRL holds the right to claim compensation to the Customer for the damages resulting from any order cancellation. All orders, in addition to the main supply, will always be subject to these general conditions of sale. Any additions to an order proposal relating to the supply for which STEELNOVO SRL has agreed in writing with the Customer special conditions derogating from some clauses of these general conditions will be subject to the general supply discipline referred to in this article unless the will of the parts is expressed in writing. STEELNOVO SRL is allowed to transfer the credits deriving from this contract to third parties, as well as the agreement itself. A similar option, for the assignment of credits and the contract, is not recognized to the Customer.
Art. 3 PAYMENT AND DELIVERY TERMS
The Seller can interrupt, suspended, or canceled deliveries at any time and with no obligation to pay damages to the Buyer. The Seller may cancel or modify the payment terms granted to the buyer if the latter does not give the promised guarantees or if, at the discretion of STEELNOVO SRL, the commercial, economic and financial references of the buyer, even if subsequent to the beginning of the supply, do not offer suitable guarantees for the successful completion of the same or in the event of outstanding payments also relating to supplies other than that subject to suspension. If the hypothesis referred to in the previous paragraph occurs, the Purchaser is obliged to collect the artifacts prepared under the order of compulsory execution provided for by art. 1515 of the Italian Civil Code and compensation for damages.
If the Purchaser requests the seller to deliver the supply directly, the Purchaser will first pay transport costs to STEELNOVO SRL.
The delivery of the goods does not, in any case, include unloading, which remains the responsibility of the Buyer.
Usually, delivery of the goods takes place “ex works”. In this case, the goods must be collected by the Buyer no later than 7 days from the receipt of the communication with which the Seller notifies that the products are ready for collection.
If upon delivery of the goods, there will be differences between the order proposal sent by the Customer and what is specified in the order confirmation, only the contents of the Seller’s order confirmation will be considered valid and effective.
The delivery terms indicated in the contract are intended as indicative only and not peremptory, referring to working days from the completion of the same. It remains clear that, as specified in the following art. 8, the order will not be carried out, and the delivery terms shall not begin until the deposit is received.
In case of an acceleration covenant, covered in the following art. 5, any production activities and delivery terms imposed on STEELNOVO SRL for ongoing supplies and/or new orders, will be automatically suspended until the Buyer has fully paid any debts to the Seller, excluding any form of compensation for damage in favor of the Buyer.
Any delays cannot give rise to compensation for damages or cancellation or reduction of the order and unforeseen events, such as strikes, interruption in the supply of electricity, fires, transportation difficulties, machine breakdowns, difficulties in supplying raw materials, etc., are considered ad cases of force majeure for the Seller. In the event of non-delivery of the prepared goods, for reasons beyond the reasonable control of the Seller, the terms of payment from the notice of ready products will also run, and at the expense of the Purchaser, the storage costs will run with release of the Seller from any liability for fire or damage.
If, before their execution, the fulfillment of STEELNOVO SRL’s obligations has become - for any unforeseeable reason by an entrepreneur in the sector with normal experience - excessively burdensome in relation to the original agreed performance - so as to modify the relationship itself to an equal or greater than 10% - STEELNOVO SRL may request a revision of the contractual conditions or, in the absence of an agreement within 15 days of the request, withdraw from the contract without charges and / or penalties of any kind and without the Customer being able to claim anything by way of return, compensation and/or refreshment.
In the event of delays in delivery, the Customer will not be able to terminate the Seller’s contract due to non-fulfillment, except in the case in which this delay exceeds 180 working days from the date of delivery envisaged in the contract and provided that the causes of the delay are attributable gross negligence of the Seller.Art. 4 CARRIAGE, PACKING, AND RETURNS
The goods travel at the Customer’s risk unless otherwise agreed in writing. The delivery of goods is considered occurred at the time of delivery to the carrier or shipping agent, and the contract is always concluded at the Seller’s headquarters, even if the negotiations were conducted by agents who do not hold any representative power. This is without prejudice to the provisions given in the second paragraph of the above article No. 3.
In the case of non-correspondence between the number of goods shown on the transport documents and what the Customer declares to have received, we consider the information given in the transport document.
The packaging of the goods complies with regulations for transportation by land, rail, and by sea. Additional packaging other than the standard implemented by the Seller will require a surcharge to be agreed at the time of the purchase.
In the absence of specific agreements for special packaging, STEELNOVO SRL will take care of the packing as usual, and the Customer will acknowledge that packing is done appropriately. The Seller will not accept the return of the packaging above mentioned unless there are particular agreements for special packaging, pallets, or other.
STEELNOVO SRL will not accept returned goods unless specifically authorized in writing previously.
If STEELNOVO SRL gives written authorization for the return of the products, they must be returned in their original packaging and placed on a pallet that precisely fits the products. The returned goods must travel with a return transport document showing the quantity and description of the items returned. Any returns that have not been authorized by STEELNOVO SRL will be rejected and returned at the sender’s expense, who will also be charged with any withdrawal fees.
Art. 5 PRICES
Prices, VAT excluded, are those shown on the price lists in force at the time of the order and are intended for goods with “ex works” return Zoppola (PN), unless otherwise agreed in writing. Prices shall be intended per unit.
All prices are net of costs related to exportation (customs duties, import taxes, etc.), as well as loading/unloading costs, transport, and insurance, which are entirely borne by the Purchaser.
The price of supplies for lower quantities than any minimum indicated in the Price List and/or Catalog must be previously agreed with STEELNOVO SRL, applying the unit price displayed in the Price List increased by 6%.
STEELNOVO SRL reserves the right to apply the surcharges indicated in the Price List and the Catalog in force at the time of supply for deliveries in specific geographical areas and/or for orders below the minimum quantity indicated.
Prices, quotations, and discounts are subject to change without notice from STEELNOVO SRL.
All order proposals received after the price list variation and shipments scheduled over thirty days from the communication of the change are subject to new prices.
Art. 6 CLAIMS
Claims of any kind and those pertaining to apparent defects will be considered valid only if sent in Italian via certified e-mail or registered letter directly to the Supplier’s headquarters within a timeframe of eight days following delivery, as it is a sales and not a procurement contract.
Any complaint relating to failure in meeting colors or finishings of the goods delivered with what is presented in STEELNOVO SRL’s catalogs, shall be considered unvalid. The colors of the items shown on the Seller’s Catalogues, Price lists, Website, and Magazines, are purely indicative as the same images shall be considered as symbolic of STEELNOVO SRL’s production. STEELNOVO SRL reserves the right to change, without prior notice, the technical and aesthetic aspects of its production due to constant technological evolutions, thus guaranteeing, in any case, the quality of the goods sold.
The Buyer acknowledges that delivered products may differ in appearance and, in some cases, in size with what is presented in STEELNOVO’s illustrated material (catalogs, price lists, website, advertising on specialized magazines, etc.).
Given the type of material provided by STEELNOVO SRL, any color inhomogeneity concerning the products sold shall not give rise to claims.
Any modifications made to the final product produced by STEELNOVO SRL and based on any drawings delivered by the Buyer, shall not give rise to claims and/or disputes for non-compliance with the product manufactured. Only the final drawings, the so-called final “as-built” or “shop drawing” co-signed for acceptance and provided by STEELNOVO SRL, will apply.
After delivering the material to the Buyer, it will be considered accepted and approved through the signature applied on the delivery note, both for what concerns the quality and the number of pieces and accessories received. The Seller assumes no responsibility for missing or altered materials for any reason after delivery.
The recipient undertakes to examine the goods accurately upon delivery and identify and provide written details of any possible discrepancy or damage. Before the recipient signs, missing, damaged, or tampered with parcels will have to be strictly mentioned on the goods’ transport document. A copy of the document will promptly be sent to the Seller STEELNOVO SRL under penalty of forfeiture of the Buyer’s rights and no later than 3 (three) business days following delivery. STEELNOVO SRL will not accept general purposes.
Complaints against invoice evidence must be forwarded in the same way and no later than 8 (eight) days following the date on which the invoice is received. The invoice will be issued within the legal deadline or as agreed between the Parties.
Any lack of conformity undetectable during an initial examination of the goods at the time of delivery must be reported by the Buyer, under penalty of forfeiture, through certified e-mail or registered mail, in Italian or English, directly to the Seller’s headquarters within the mandatory period of 8 (eight) days starting from the time the goods arrived at the Customer’s address.
Any other form of communication of the existence of faults and/or defects and/or non-conformity of the goods will not be deemed suitable if not carried out in the forms and terms described above.
Art. 7 SUPPLIER’S WARRANTY
The Buyer will grant the Seller all manufacturing choices regarding dimensions and accessories. If the goods can not be used due to defective materials or other defects objectively attributable to the Seller, the latter undertakes to repair and/or replace them in the shortest time possible. If the goods can not be repaired and/or replaced, the Seller will apply a reduction on the price paid, excluding all other rights or claims from the Customer for any reason. The amount of the reduction on the price paid by the Buyer to STEELNOVO SRL shall never exceed 40% of the price paid for the product disputed. In any case, the establishment of the reduction will be assessed by a technical third party appointed by STEELNOVO SRL.
STEELNOVO SRL grants no guarantee regarding the compatibility of its products with others used by the Buyer and/or the Buyer’s final client, and does not provide any guarantee regarding the suitability of the products for the specific use desired by the Buyer’s final client and/or by the Buyer himself.
The Seller accepts no liability for any damages on the goods delivered, arising from negligence and/or non-fulfillment of operating instructions by the Buyer and/or third parties.
Any complaints received by means that differ with Art. 6 “CLAIMS” will not be taken into account.
Art. 8 PAYMENT METHODS, PAYMENT ALLOCATION, INTERESTS FOR LATE PAYMENT
Payments must be made under the terms specified by the Seller in the order confirmation. If the goods supplied are custom-made, a down-payment of 50% of the price must be made to STEELNOVO SRL at the time of receiving the order confirmation. The remaining balance must be paid at least 7 (seven) days prior the scheduled delivery date, unless otherwise agreed in writing between the parties.
Unless otherwise specified by the Seller, only payments made directly to the Supplier will have a discharging effect. Any delays will be subject to legal interests according to the extent provided for by Legislative Decree 231/02 or to the legal interest rate increased by two percentage points if the supply has to be carried out to a consumer. The Seller reserves the right, by way of derogation from the provisions of Art. 1193 of the Italian Civil Code, to assign any payment to the oldest debts, regardless of any other specification by the Buyer.
The payment terms and conditions indicated in the order confirmation and invoice are binding, and different conditions will not be accepted unless expressly agreed in writing with the Seller.
Non-payment, delayed and/or partial payment of even one only installment is, for express will of the Parties, a severe breach of contract by the Client as established in Art. 1455 of the Italian Civil Code and will constitute a reason for terminating the contract immediately as according to Art. 1456 of the Italian Civil Code. In any case, the Seller holds the discretion to suspend work/supplies that still have not been carried out, even if they relate to another contract. The Seller retains the right to withhold the sums paid up to that time as indemnity, notwithstanding compensation for any more considerable damage.
In the case of staggered payment, subject to the discretion referred to above, the installments will be allocated first to cover value added taxes (if applicable) and subsequently the amount shown on the invoice.
Payments can never be suspended or delayed – not even partially – for no reason, and the Buyer has no right to raise objections before having adequately fulfilled the obligation of payment. Payment through any credit owed to STEELNOVO SRL by the Buyer is not admitted, barring any written agreement on our part. After the payment deadline, the Seller has the authorization to issue a bank order with no other further notice, with the expenses paid by the Buyer.
The Buyer must expressly communicate any tax exemptions or reductions at the time of the order as the Seller will otherwise apply the regular statutory rates.
Payments can never be suspended or delayed – not even partially – for no reason, and the Customer has no right to raise objections before having adequately fulfilled the obligation of payment. Payment through any credit owed to STEELNOVO SRL by the Customer is not admitted, barring any written agreement on our part. After the payment deadline, the Supplier has the authorization to issue a bank order with no other further notice, with the expenses paid by the Customer. The Customer must expressly communicate any tax exemptions or reductions at the time of the order as the Supplier will otherwise apply the regular statutory rates.
Art. 9 ACCELERATION CLAUSE
In the event of agreed installment payments, the failure and/or delayed payment, full and/or partial of even one single installment within the agreed time frame, will invoke the operation of the acceleration clause for the Buyer for subsequent payments under ex art. 1186 c.c., which also allows the Seller to charge the entire agreed amount even if related to different orders. The release of bank bills and more generally of debt securities and any commercial agreements agreed between the parties do not constitute a novation of the original payment obligation.
Art. 10 TITLE RETENTION
The Seller retains ownership of the goods, expressly forbidding the Buyer to cede or dispose of the goods until the complete payment of the invoice, even if settled by promissory notes, until their actual payment. In case of non-compliance by the Buyer, the payments made will benefit the Seller for covering costs related to disassembly, material depreciation, and transportation, except for more significant damage that will be taken care of as specified in art. 1526 of the Italian Civil Code, with no possibility of reduction by the Judge. The Seller is authorized to disclose to third parties the contract and the agreement perfected with the Buyer employing the receipt of the proposed order. The Buyer is obliged, subject to pay any damages to the Seller, to inform whether its successor about the existence of the agreement between the Parties.
As long as the Buyer has not purchased the ownership of the goods, he will be obliged to keep the goods in a suitable place, keeping them separate from any other already purchased products or otherwise in a way they can be easily identifiable. The Buyer also will have to take out an insurance policy against damages and show the contract to the Seller on request.
Art. 11 INTERPRETATION – AMENDMENTS
Any reference to STEELNOVO SRL’s price lists, general conditions, or other informative material refers to the documents in force at the time of the reference itself unless otherwise specified.
Except for the cases provided for in these general conditions, any changes made by the parties to the contracts to which these general conditions apply must be made in writing, under penalty of nullity. The exception to one or more provisions of these general conditions must not be interpreted extensively or by analogy and does not imply a desire to disapply the general conditions as a whole. The possible ineffectiveness of one or more clauses does not make the enacting terms ineffective, which, apart from the unavailability of the invalidated clause, will continue to govern the present and future relations between the parties.
Art. 12 JURISDICTION – GOVERNING LAW - CONTROVERSIES - COURT OF JURISDICTION
All supplies and contracts concluded under the validity of these general conditions will be governed by Italian law and devolved to the exclusive knowledge of the Italian Judge identified according to what reported in the following paragraph.
For any dispute relating to the interpretation, execution, termination of contracts concluded under the validity of these general conditions, the Justice of Peace and/or the Court of Pordenone shall be the exclusive jurisdiction, according to value, with the express exclusion of all other alternative forums and/or competitors foreseen by articles 18 and following of the Italian Code of Civil Procedure, even if the payment is agreed through SWIFT transfer or promissory note(s) domiciled with the debtor and cannot honored the guarantee and for reasons of connection or communion.