Sede legal y productiva: Strada Casut 15/E 33077
Tel ++39/0422/360518
Fax ++39/0422/360516
Capital social Euro 100.000 i.v.
Reg. Empresas TV, CF e P.IVA 03665180265 -
1. General
1.1 These general conditions are applicable when agreed or incorporated by the parties. Possible derogations will be valid only if made in writing. The term “Products” means the products which are the subject matter of the individual contract of sale (hereafter called “the Contract”).
1.2 These general conditions are applicable together with the special conditions of part A (to the extent the respective boxes have been completed). In case of contradiction the special conditions will prevail.
1.3 This Contract of Sales is governed by the United Nations Convention on the International Sales of Goods and, with respect to questions not covered by such Convention by the laws of Italy.
1.4 Italian Courts shall have jurisdiction on any and all disputes, controversies and claims arising out of or relating to this Contract.
1.5 Any reference made to trade terms (such as FOB, etc.) is deemed to be made to Incoterms published by International Chamber of Commerce and current at the date of conclusion of this contract.

2. Characteristics of the Products – Modifications
2.1 Any information or data relating to features and/or specifications of the Products contained in brochures, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the Contract.
2.2 The Seller may make any change to the Products which, without altering their essential features, appear to be necessary or suitable.

3. Time of delivery
3.1 If the Seller expects that he will be unable to deliver the Products at the date agreed for delivery, he must inform the Buyer within the shortest delay, in writing, of such occurrence, stating, as far as possible, the estimated date of delivery. It is agreed that if a delay for which the Seller is responsible lasts more than 3 months, the Buyer will be entitled to terminate the Contract with reference to the Products the delivery of which is delayed, by giving a 10 days’ notice, to be communicated in writing to the Seller.
3.2 Any delay caused by force majeure (as defined in art. 9) or by acts or omissions of the Buyer (e.g. the lack of indications which are necessary for the supply of the Products), shall not be considered as a delay for which the Seller is responsible.
3.3 Except in case of fraud or gross negligence of the Seller, any claim for damages arising out of non-delivery or of delay in delivery is expressly excluded.
3.4 In case of non-standard products, the Seller will commence production only after having receiving the bank guarantee (if Article 6.2 is applicable), the advance payment (if Article 6.3 is applicable) or the notification of the documentary credit (if Article 6.4 is applicable).

4. Delivery and Shipment
4.1 Except as otherwise agreed, the supply of the goods will be Ex works Seller’s premises, even if it is agreed that the Seller will take care, in whole or in part, of the shipment.
4.2 In any case, whatever the delivery term agreed between the parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier.

5. Prices
Unless otherwise agreed, prices are to be considered Ex Works, for Products packed according to the usages of the trade with respect to the agreed transport means. It is agreed, that any other cost or charge shall be for the account of the Buyer.

6. Payment conditions
6.1 If the parties have not specified the payment conditions (by completing box A-5 or otherwise), payment must be made as indicated under article 6.2 hereunder.
6.2 If it is agreed that payment must be backed by a bank guarantee, the Buyer must put at the Buyer’s disposal, at least 60 days before the date of delivery, a first demand bank guarantee, issued in accordance with the ICC Uniform Rules for Demand Guarantees by a primary Italian bank and payable against on simple declaration by the Seller that he has not received payment within the agreed term. Payment is deemed to the be made when the respective sum is at the Seller’s disposal at its bank in Italy.
6.3 If the parties have agreed on payment in advance, without further indication, it will be assumed that such advance payment refers to the full price. Unless otherwise agreed, the advance payment must be credited to the Seller’s account at least 60 days before the agreed date of delivery.
6.4 If the parties have agreed on payment by documentary credit, the Buyer must, unless otherwise agreed, take the necessary steps in order to have an irrevocable documentary credit, to be issued in accordance with the ICC Uniform Customs and Practice for Documentary Credits (Publication No. 600), notified to the Seller at least 60 days before the agreed date of delivery. Unless otherwise agreed, the documentary credit shall be confirmed by an Italian bank agreeable to the Seller and will be payable for sight.
6.5 If the parties have agreed on payment against documents (documentary collection) payment will be, unless otherwise agreed, Documents Against Payment.
6.6 Unless otherwise agreed, any expenses or bank commissions due with respect to the payment shall be for the Buyer’s account.
6.7 Should payment be delayed with respect to the agreed date, the Buyer shall pay to the Seller interest for late payment at a rate corresponding to the interest rate applied by the European Central Bank to its main refinancing operations plus seven percentage points, in conformity with Article 4 of decree n. 231 of October 2002 which implements the EC Directive 35/2000. Should the delay exceed 30 days from the date indicated in the invoice, the Seller will be entitled to terminate the contract, to retain the part of the price already paid and to claim the return, at the Buyer’s expense, of the products delivered, plus possible damages.
6.8 The Buyer is not authorised to make any deduction from the agreed price (e.g. if he pretends that the goods are defective), unless agreed in writing with the Seller.
6.9 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the Products as well as payment of any other supplies.
6.10 Should the Seller have reasons to fear that the Buyer cannot or does not intend to pay the Products on the agreed date, he may make delivery dependant on obtaining an appropriate payment guarantee (e.g. surety or bank guarantee). Furthermore the Seller may, in case of delayed payment, unilaterally modify the terms of payment of other supplies and/or suspend their performance until he obtains appropriate payment guarantees.

7. Warranty for defects
7.1 The seller undertakes to remedy any non-conformity (defect) of the Products for which he is liable, occurring within twelve months from delivery of the Products to the Buyer, provided he has been notified timely about such defect according to Article 7.2.
7.2 Any complaints concerning the conditions of packing, quantity or outward features of the Products (apparent defects) must be notified to the Seller in writing within 15 days from receipt of the Products; failing such notification the Buyer’s right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) must be notified to the Seller in writing within 15 days from discovery of the defect; failing such notification the Buyer’s right to claim the above defects will be forfeited. The notice must indicate precisely the defect and the Products to which it refers. Furthermore, if the goods or respective packing are damaged or if some goods are lacking, the Buyer must make the necessary reservations towards the carrier, in conformity with the formalities required for the respective mode of transportation.
7.3 The obligations undertaken by the Seller under Articles 7.1 and 7.2 are in lieu of any other legal guarantee or liability provided by law. It is consequently agreed that, except in case of fraud or gross negligence of the Seller, any other Seller’s liability (both contractual or extra-contractual) which may arise from the Products supplied and/or their resale (e.g. compensation of damages, loss of profit, etc.) is expressly excluded.
7.4 Warranty excludes wear and tear items.

8. Retention of title
It is agreed that the Products delivered remain the Seller’s property until complete payment is received by the Seller.

9. Force Majeure
9.1 “Events of Force Majeure” means an event beyond the control of a party, as a result of which the party is unable to perform its obligations under this Agreement. An Event of Force Majeure includes, but is not limited to: prohibition or acts of public government or public agency, riot, war, hostility, public disturbance, epidemic, fire, flood, earthquake, storm, other Acts of God, strikes, labour disputes, shortages, inability to obtain material, electrical power, equipment or transportation, computer viruses.
9.2 If one party has been prevented from performing any obligations under this Agreement because of an Event of Force Majeure, it shall notify the other party in writing within fourteen (14) days after the occurrence of such Event of Force Majeure, and both parties shall use reasonable endeavours to mitigate damages, to the extent possible.
9.3 If an Event of Force Majeure occurs, no Party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement.
9.4 Notwithstanding the above, this Agreement may be terminated by either party forthwith by notice in writing, if such Event of Force Majeure shall continue to prevent performance for a period of three (3) months or longer, and neither of the parties will be liable towards the other party for such termination.

10. Confidentiality
10.1 Each of the parties hereto agrees to treat all information relating to the other party including business, financial, technical, operations, future plans, strategies and all data and information relation to the other party’s projects, products, processes, customers and sellers as privileged and proprietary information of the other party whether provided or otherwise. Each of the parties further agrees to maintain secrecy and confidentiality of such information and shall use the said information only for the purpose of the performance of the obligations referred to in this Agreement.
10.2 Each of the parties agrees to make sure that all of its employees, consultants and collaborators be bound to this confidentiality obligation, and each of the parties shall be responsible towards the other party, for any consultants, collaborators.
10.3 The confidentiality obligation provided for by this clause shall survive expiration or termination of this Agreement, and shall remain in force unless and until the information concerned become of public domain.
Vendrame s.r.l.
Strada Casut 15 E 33077 Sacile (PN)
Tel. +39 0422 360518
P.Iva: 03665180265 - Capitale Soc. € 250.000,00 i.v.
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