GENERAL TERMS AND CONDITIONS OF SALE
ART. 1. DEFINITIONS, APPLICATION AND APPROVAL OF THE GENERAL TERMS AND CONDITIONS OF SALE - USE OF THE WEBSITE - CUSTODY OF CREDENTIALS
1.1 In the General Terms and Conditions (hereinafter "GTC") the following terms have the following meaning:
(i) "FG": the seller of the Products;
(ii) "Customer": the person who sent the Order;
(iii) "Order": the proposal to purchase the Products;
(iv) "Products": the products marketed by FG;
(v) "Website": the website of FG;
(vi) "Regulation": the conditions of use of the website;
(vii) "User ID": the user ID assigned by FG to the Customer to access the Website;
(viii) "User PW": the password initially assigned by FG to the Customer (and subsequently modified by the latter) to access the Website;
(ix) "Credentials": the User ID and the User PW;
(x) "Web Order": the Order forwarded by the Customer to FG through the Website.
1.2 The GTC apply to all the sales by FG of the Products indicated in the Orders and the Web Orders to the Customer.
1.3 The GTC prevail over any other clause, printed or handwritten, affixed by the Customer to the Order, to the Web Order and/or in any other form (including general terms and conditions of purchase), unless specifically approved in writing by FG.
1.4 The Product catalogue, technical sheets, characteristics and prices of the Products may be subject to changes at any time.
1.5 The Customer may ask FG to assign a User ID and a User PW to access the Website pages from where it is possible to view the Products’ availability, their price, and submit Web Orders. FG shall be free to attribute or refuse Credentials to any Customer who requested them.
1.6 The Customer who has obtained the Credentials will be required to keep them and use them exclusively to access the Website. It is forbidden to communicate and/or share the Credentials to/with any third party, transfer them, or in any case allow any third party to use them, even occasionally. The Customer must maintain the strictest confidentiality on their Credentials and must adopt all reasonable measures to maintain their secrecy and prevent any third party from becoming aware of and/or using them. Should the Customer have reason to believe the Credentials have been communicated or otherwise become known to third parties, they must immediately notify FG.
1.7 FG, at its sole discretion, may suspend access of any Customer to the Website, replace the Credentials, or revoke them. FG may likewise carry out any appropriate checks in order to verify the Customer is the one to actually make use of the Credentials.
1.8 The GTC shall be approved by the Customer by accepting this document, which can be done both in analogue and digital format. Approval in digital format may occur either by accessing the Website using the Credentials, before placing the first Web Order, or by the Customer’s acceptance via a link specially prepared by FG and sent to the Customer. In case of approval of the GTC in digital format, the Customer may save and/or print the GTC and, in any case, consult them at any time.
1.9 In the event of changes to the GTC, FG shall submit their new version to the Customer for approval pursuant to the previous paragraph 1.8.
ART. 2. ORDER AND WEB ORDER
2.1 The Order can be sent by the Customer verbally, in writing, by e-mail and, for Web Orders, only through the Website. FG will not have the obligation to accept purchase orders placed through different means of communication. The Order and the Web Order establish an irrevocable purchase proposal for the Products indicated therein for a period of 30 (thirty) calendar days. For Web Orders, the Website may envisage minimum quantities of Products.
2.2 The Order must outline the Products, identified by product code and/or name and quantity, and must comply with the minimum purchase lots that may be envisaged for each Product. The Web Order must be completed in the fields shown in the appropriate form on the Website.
2.3 The Order and the Web Order are not binding for FG, which may or may not accept them, in whole or in part, at its sole discretion.
ART. 3. FULFILMENT OF THE ORDER AND WEB ORDER
3.1 FG will accept the Order by sending the Order Confirmation to the Customer. For Web Orders, the Customer may check the acceptance and progress of the fulfilment from the Website.
3.2 FG may fulfil the Order or Web Order in full or even in part. Fulfilment of the Order consists in the shipment of Products to the Customer, to the destination specified in the Order and in the Web Order.
3.3 In case the Customer expressly stated in the Order or in the Web Order that the full fulfilment of the order is strictly required ("all or nothing" option), FG shall promptly notify the Customer of any impossibility of fulfilment.
3.4 If, for any reason, FG cannot comply with the deadline indicated in the Order or Web Order confirmation or cannot supply the Products, in whole or in part, FG itself shall promptly notify the Customer, which will have the right to cancel the Order or Web Order, in whole or in part, within 1 (one) business day of receipt of such notice.
3.5 FG shall be free to grant or refuse any changes to an Order or Web Order requested by the Customer before its execution.
3.6 FG shall notify the Customer of any refusal of the Order or Web Order within 5 (five) business days of its receipt.
3.7 Any delivery times of the Products contained in the Order or in the Web Order are indicative and not mandatory and FG shall not be required to comply with them, unless otherwise specifically agreed in writing with the Customer.
ART. 4. PRICE AND PAYMENTS
4.1 For each Product, FG will apply the prices specified in its price list at the time of receipt of the Order or Web Order, unless otherwise specifically agreed in writing with the Customer.
4.2 FG shall apply to the Customer any commercial discount that may have been preventively agreed in writing with the Customer itself.
4.3 Payment must occur within the deadline indicated in the sales invoice issued by FG. For Web Orders, payment must be made by means of the electronic payment systems provided on the Website in cases where they are applicable or via the different system therein individually provided for each Customer.
4.4 Any complaints or allegations will not allow the Customer to delay or suspend the payment of the Products.
ART. 5. TRANSPORTATION AND DELIVERY
5.1 The transportation risk and cost shall comply with the delivery terms indicated in the Order or in the Web Order and shown in the relevant invoice.
5.2 In case the Customer does not accept, refuses or does not make possible the delivery of the Products, such products will be returned to a FG warehouse where the Customer may withdraw them at its own expense, any further obligation of FG to transport them being excluded. In such case, FG may charge the Customer for any deposit costs and it shall not be responsible for any loss or deterioration of the Products due to unforeseeable circumstances, force majeure or non-serious misconduct of FG. It is understood that the Customer will still have the obligation to pay the price of the Products.
ART. 6. WARRANTY AND LIABILITY
6.1 FG ensures that the supplied Products are compliant with the characteristics indicated in the related technical sheets.
6.2 Unless otherwise envisaged by the law, any defects and/or lack of quality of the Products must be reported by certified email (PEC) or registered letter with notification of receipt to be sent to FG within 8 calendar days of the finding, under penalty of forfeiture. The Customer will be required to show the Products to FG for the purposes of verification of such defects.
6.3 Unless otherwise provided by the GTC or mandatory legal provisions, the warranty shall expire one calendar year from the agreed delivery date.
6.4 In the presence of defects, FG will be required at its choice to replace the defective Products or to refund their price, any other warranty being excluded. Unless otherwise agreed with the Customer, the replacement will be made ex works FG (EXW Incoterms® 2020).
6.5 The following cases are not covered by warranty:
(i) any damage during transport;
(ii) any damage and malfunctions due to incorrect installation of the Products or inappropriate treatments;
(iii) any alterations resulting from particular environmental, climatic or other conditions existing in the place where the Products are installed;
(iv) any damage and breakdowns due to carelessness, negligence, tampering, disassembly, inability to use, or repairs performed by unauthorised personnel;
(v) incorrect maintenance;
(vi) what can be considered as ordinary deterioration due to the use of the Product;
(vii) any damages and malfunctions resulting from improper and incorrect use of the Product, use that is dissimilar from and/or in contrast with the instructions for use and/or with the technical data sheets;
deterioration due to use, as the Products are components subject to wear and tear.
6.6 Without prejudice to the provisions of art. 1229 of the Italian Civil Code and mandatory legal provisions, FG shall not be liable for any indirect and consequential damages, for loss of earnings (such as, by way of example, loss of contracts, loss of opportunity, production downtime, financial losses, damage to image or commercial reputation etc.) deriving from defects and/or lack of quality of the Products.
6.7 Except as provided in paragraph 6.6, the liability of FG for any direct damage (contractual or extra-contractual) deriving from the potential presence of defects and/or lack of quality of the Products is expressly limited to the foreseen cases and the amount actually recognised by the Insurance Company, with which FG has stipulated the relevant policy. For this purpose, upon simple request, even during the negotiation stage and before sending an Order or a Web Order, FG will show the receipted policy or a relative extract to the Customer; absence of request of the Customer does not affect the validity of the provision herein.
6.8 In any case and within the maximum limits permitted by law, the liability of FG may not exceed the price paid by the Customer to purchase the Products found to be flawed or non-compliant, notwithstanding the sole hypothesis in which the Insurance Company grants an effective higher compensation pursuant to par.6.7.
6.9 The Customer waives the right of recourse against FG pursuant to art. 131 of (It.) Legislative Decree 6.9.2005 no. 206.
6.10 The warranty provided by these GTC, within the maximum limits permitted by law, replaces any other warranty provided by regulatory provisions and/or by the Customer’s general terms and conditions of purchase and constitutes the only solution available to the Customer in the event of Product defects or non-conformities.
ART. 7. RETURNS
7.1 Any return of Products requested by the Customer cannot take place without prior written authorisation from FG. The return of the Products previously authorised by FG will not be accepted in case the Products are not perfectly packaged and intact.
7.2 In case of authorisation for the return of Products, FG will refund the customer for the amount of the price of the returned Products, reduced by 15% (fifteen per cent) calculated net of VAT.
7.3 The return of Products that are not included in FG’s ordinary inventory, but which were specifically purchased and/or manufactured by FG for the Customer, is not allowed.
ART. 8. TECHNICAL DATA AND INTENDED USE
8.1 It is the Customer's sole responsibility to evaluate the suitability of the Products for the purpose they are purchased to fulfil, even when such use is known to FG.
8.2 Any technical data, design, document or information sent by the Customer to FG, in relation to the intended use of the Products, does not attribute to FG any responsibility for its suitability and/or appropriateness.
8.3 Any suggestion, indication or communication, made in any form by FG to the Customer and concerning the use of the Products, is purely indicative and does not attribute any responsibility to FG in relation to the accuracy of the Customer’s choice or method of use of the Products.
ART. 9. INSPECTIONS - ASSEMBLIES - TESTS
9.1 The performance of specific inspections, assemblies, tests, operation or resistance tests relating to the Products must be specifically agreed in writing with FG. In the absence of such agreement, any information provided by FG, in addition to the technical documentation issued by the manufacturer of the Product, will have a purely indicative value and will not attribute any responsibility to FG; the Customer is responsible for verifying the accuracy, usability, topicality and relevance of such information. It is also understood that, even if inspections, assemblies, tests, functional or resistance assays are agreed with the Customer, the Customer shall be solely responsible for evaluating the results for the purpose of using the Products and FG shall not be liable in this regard. FG shall not be liable if the Customer does not carry out any type of inspection, test, function or resistance test. Likewise, subject to the provisions of Article 7, the Customer may not cancel or revoke an Order or Web Order confirmed by FG if any subsequent inspections, tests, functional or resistance assays carried out subsequently are not successful for the intended use chosen by the Customer.
ART. 10. SUSPENSION OF DELIVERY
10.1 FG will have the right to suspend, at any time, the fulfilment of the Order or Web Order in case the Customer is in arrears in the payment, even in part, of any amount covered by the same Order or Web Order or by a different one.
10.2 FG may suspend the fulfilment of the Order or Web Order if the Customer becomes insolvent, is placed in liquidation, has undergone protests or enforcement proceedings, has been subject to bankruptcy or other insolvency proceedings.
ART. 11. APPLICABLE LAW AND JURISDICTION
11.1 The supply of the Products is governed by Italian law, without reference to any regulation resulting in the application of a foreign law or of international conventions. For any dispute relating to the sale of the Products, the exclusive jurisdiction of the Court of Vicenza is established.
INFORMATION PURSUANT TO ART. 13-14 OF REGULATION (EU) 2016/679 (G.D.P.R.)
Dear Customer,
This constitutes information on the processing and protection of personal data as provided for in art. 13-14 of Regulation (EU) 2016/679 ("Personal Data Protection Code").
We ensure you that the processing of your personal data will be based on principles of fairness, lawfulness, transparency and protection of your privacy and your rights.
Data Controller
The Data Controller of the data communicated or collected with the consent to the personal data processing is Fridle Group S.r.l., hereinafter FG, with registered office in Costabissara (VI), Via G. Galilei, 53.
Place and purpose of the data processing
The data processing takes place at the Data Controller’s headquarters. Data processors are employees, collaborators or service providers selected by the Data Controller. Personal data are not subject to dissemination.
The data you provide will be processed by FG for the following purposes:
- to send you commercial information on products and services of FG or companies that have commercial relations with it or to send you communications about events organised by the companies themselves or to which the companies take part;
- to comply with civil, fiscal and accounting legal regulations; to deal with the administrative management of any contractual relationship and fulfil the related obligations; to provide support and technical information on products and services;
- to perform market surveys for internal use, improve the products and services offered, even if not strictly related to the ones requested by the interested party, verify customer satisfaction, perform internal statistics through agencies specifically hired for this specific purpose, by telephone, through surveys or personal appointments.
The data you provide will be recorded and stored in the computer system of FG, which is equipped with the protection systems required by law.
Optional provision of data
The user is free to provide the personal data contained in the application forms. Failure to provide such data may make it impossible to obtain what is requested and for FG to regularly fulfil the contractual obligations undertaken.
Processing methods
The personal data are processed with automated tools for the time strictly necessary to pursue the purposes for which they were collected. Specific security measures are complied with in order to prevent data loss, unlawful or incorrect uses and unauthorised accesses. Data may be communicated to collaborators, agents, dealers, distributors, consultants of the Data Controller, Data Processing companies, Data Controller’s parent companies, subsidiaries and/or associates, couriers and shippers. The data processing does not concern sensitive data.
Data subjects’ rights
The data subjects have the right, at any time, to obtain confirmation regarding the existence or otherwise of such data and to know their content and origin, to verify their accuracy or to request their completion, updating or correction (pursuant to art. 15 of the G.D.P.R.). Pursuant to the same article, the data subject has the right to request erasure, transformation into anonymous form or blocking of data when they are processed in violation of the law, as well as the right to object to the processing, in any case, for legitimate reasons.
SPECIAL TERMS AND CONDITIONS OF SALE
ART. 1. DEFINITIONS AND SCOPE OF APPLICATION
1.1 All the definitions included in the General Terms and Conditions of Sale (hereinafter "GTC") are applied to the Special Terms and Conditions governing the Sale of Products manufactured on a design basis (hereinafter "STC"), to which the following are added:
i. "Design/s" means the drawings, project designs, technical indications, product specifications and, in general, all the technical information, provided by the Customer or issued by Fridle Group S.r.l. pursuant to the STC, used by Fridle Group S.r.l. to manufacture Design-based Products;
ii. "Design-based Products" means the Products manufactured and sold by Fridle Group S.r.l. on a Design basis.
1.2 Together with the STC, the GTC apply to all the Design-based Products sold by Fridle Group S.r.l. and indicated in the Orders, unless expressly derogated or incompatible with the STC.
1.3 The GTC and STC prevail over any other clause, printed or handwritten, affixed by the Customer to the Order and/or in any other form (including general terms and conditions governing the purchase), unless specifically approved in writing by Fridle Group S.r.l.
ART. 2. ORDER
2.1 The Purchase Order for Design-based Products shall indicate, together with what is envisaged by the GTC, the code, name or identification number of the related Designs.
ART. 3. DESIGNS
3.1 In case the Designs are supplied by the Customer, Fridle Group S.r.l. will have no obligation to verify their accuracy, completeness, congruity, suitability for specific use or other uses, compliance with special regulations. Fridle Group S.r.l. shall have no responsibility for the completeness, accuracy and appropriateness of the Designs and of the related Design-based Products, but will only guarantee the conformity of the Design-based Products with the related Designs.
3.2 In case the Designs are implemented by Fridle Group S.r.l., the Customer must provide any information that is necessary for the design (dimensions, tolerances, materials, expected couplings, intended use, technical characteristics, requests, etc.).
3.3 Fridle Group S.r.l. shall guarantee the conformity of the Designs exclusively with the instructions provided by the Customer and it shall have no responsibility in case the Designs and the related Design-based Products are not compliant with any characteristic that was not expressly required by the Customer.
3.4 In case the Designs are implemented by Fridle Group S.r.l. pursuant to paragraph 3.2, the Customer shall examine and expressly approve them before the manufacturing of the Products is launched. Once the Designs are approved, the Customer shall assume full and exclusive responsibility for their completeness, accuracy, congruity and suitability for the intended use, compliance with the applicable technical regulations, relating to the non-existence of intellectual and/or industrial property rights of any third party.
ART. 4. PRICES OF THE PRODUCTS
4.1 Before sending the first order, Fridle Group S.r.l. will notify the Customer of the price of the Design-based Products, whether such Designs are supplied by the Customer or whether they are implemented by Fridle Group S.r.l..
ART. 5. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
5.1 In case the Designs supplied by the Customer are covered by intellectual and/or industrial property rights or, anyhow, constitute the Customer’s know-how or industrial secrets, the Customer itself must expressly indicate it, together with the transmission of the Designs, and must issue the licence required for the manufacture of the Products to Fridle Group S.r.l.
5.2 In case the Designs are supplied by the Customer, the Customer itself undertakes to indemnify and hold Fridle Group S.r.l. completely harmless from any requests for payment, indemnity, compensation, penalty and any related ancillary expenses (including the costs for technical and legal assistance) from any third party claiming to hold industrial and/or intellectual property rights, of any kind, in relation to the Designs. Fridle Group S.r.l. shall notify the Customer of any dispute and/or request received.
5.3 In case the Designs and the related Design-based Products are implemented by Fridle Group S.r.l. pursuant to paragraph 3.2, any industrial and/or intellectual property rights relating to them are held, in a non-exclusive manner, by Fridle Group S.r.l. which may manufacture and sell the related Design-based Products to other Customers too, unless otherwise determined in the order and in the order confirmation. In such case, Fridle Group S.r.l. may apply for any industrial property title in its own name.
5.4 Fridle Group S.r.l. will have the right to request and obtain patents, model/design rights or any other legal protection on the Results in the name of Fridle Group S.r.l.
5.5 The Customer must prepare, or have prepared, and must ensure that its employees and agents prepare all the documents required for the above to be put into practice, including the transfer of rights necessary or useful to confer on Fridle Group S.r.l. any right, title and interest with regard to the Results, without additional compensation.
ART. 6. WARRANTY
6.1 Fridle Group S.r.l. guarantees the conformity of the Design-based Products to the related Designs, both in case they are supplied by the Customer and in case they are manufactured by Fridle Group S.r.l. and approved by the Customer.
6.2 All the terms, conditions and limitations of the guarantees and Fridle Group S.r.l.’s liability, envisaged in art.6 of the GTC, are fully and unconditionally applicable.