GENERAL CONDITIONS OF SALE
Art.1 DEFINITIONS AND APPLICATIONS1.1 According to the General Conditions (hereinafter ‘GC’) we mean:
- (i) by ‘FG’ the seller of the Products;
- (ii) by ‘Customer’ the person who placed the Order;
- (iii) by ‘Order’ the proposal to purchase the Products;
- (iv) by ‘Products’ the products marketed by FG.
1.3 The GC prevail over any other clause, printed or handwritten, affixed by the Customer to the Order and/or in any other form (including general 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.
Art.2 ORDER2.1 The Order can be placed by the Customer verbally, in writing and/or by email. FG will not have the obligation to accept purchase orders placed through different means of communication. The Order establishes an irrevocable purchase proposal for the Products indicated therein for a period of 30 (thirty) days.
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.
2.3 The Order is not binding on FG, which may or may not accept it, in whole or in part, at its absolute discretion.
Art.3 EXECUTION OF THE ORDER3.1 FG will accept the Order by sending the Order Confirmation to the Customer.
3.2 FG will have the faculty to fulfil the Order in full or even in part. The fulfilment consists in the shipment of the Products to the Customer, to the destination specified in the Order.
3.3 In case the Customer expressly stated in the Order that the full fulfilment of the order is strictly required (‘all or nothing’ provision), FG shall promptly notify the Customer of any impossibility of implementation.
3.4 In case, for any reason, FG cannot comply with the deadline or cannot supply the Products, in whole or in part, FG itself shall promptly notify the Customer, which will hold the right to cancel the 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 requested by the Customer before the execution of the same Order.
3.6 FG shall notify the Customer of any refusal of the Order within 5 (five) days of its receipt.
3.7 Any terms of delivery of the Products contained in the 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 PAYMENTS4.1 For each Product, FG will apply the prices specified in its price list at the time of the reception of the 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 agreed in writing with the Customer itself.
4.3 Payment must occur within the deadline indicated in the sales invoice issued by FG.
4.4 Any complaints or allegations will not allow the Customer to delay or suspend the payment of the Products.
Art.5 TRANSPORTATION AND DELIVERY5.1 The transportation risk and cost will comply with the delivery terms indicated in the Order and shown in the related 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.
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 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 envisaged by the law and by the provisions of par. 6.3, the warranty expires one year after the delivery.
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 Incoterm® 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, dissimilar from and/or in contrast with the instructions for use and/or with the technical sheets.
6.7 FG's liability for any indirect damage resulting from defects and/or lack of quality of the Products is excluded, without prejudice to the provisions of art. 1229 of the (It.) Civil Code.
6.8 The Customer waives the right of recourse against FG pursuant to art. 131 of (It.) Legislative Decree 6.9.2005 no. 206.
Art. 7 RETURNS7.1 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%).
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 DATA8.1 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 - TESTSThe 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.
Art.10 SUSPENSION OF DELIVERY10.1 FG will hold the right to suspend, at any time, the execution of the Order in case the Customer is in arrears in the payment, even in part, of any amount covered by the same Order or by a different one.
10.2 FG may suspend the execution of the 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 JURISDICTION11.1 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.
SPECIAL CONDITIONS GOVERNING THE SALE OF PRODUCTS MANUFACTURED ON A PROJECT BASIS
1. DEFINITIONS AND SCOPE OF APPLICATION1.1 All the definitions included in the General Conditions of Sale (hereinafter "GC") are applied to the Special Conditions governing the Sale of Products manufactured on a project basis (hereinafter "SC"), besides which the following are added:
- (i) by "Project/s" we mean the drawings, project designs, technical indications, product specifications and, in general, all the technical information, provided by the Customer or issued by Fridle Group pursuant to the GC, used by Fridle Group to manufacture Project- based Products;
- (ii) by "Project-based Products" we mean the Products manufactured and sold by Fridle Group on a Project basis.
1.3 The SC and GC prevail over any other clause, printed or handwritten, affixed by the Customer to the Order and/or in any other form (including general conditions governing the purchase), unless specifically approved in writing by Fridle Group.
2. ORDERThe Purchase Order for Project-based Products shall indicate, together with what is envisaged by the SC, the code, name or identification number of the related Projects.
3. PROJECTS/DESIGNS3.1 In case the Designs are supplied by the Customer, Fridle Group will have no obligation to verify their accuracy, completeness, congruity, suitability for specific use or other uses, compliance with special regulations. Fridle Group shall be responsible only for guaranteeing the conformity between the project-based Products and the related Designs, but it shall have no responsibility for the completeness, accuracy and appropriateness of the Designs and of the related project- based Products.
3.2 In case the Projects are implemented by Fridle Group, the Customer shall provide any information that is necessary for the designing (dimensions, tolerances, materials, expected couplings, intended use, technical characteristics, requests, etc.).
3.3 Fridle Group shall guarantee the Projects to be compliant exclusively with the instructions provided by the Customer and it shall have no responsibility in case the Projects and the related project-based Products are not compliant with any characteristic that was not expressly required by the Customer.
3.4 In case the Projects are implemented by Fridle Group pursuant to paragraph 3.2, the Customer shall examine and expressly approve them before the manufacturing of the Products is started. Once the Projects are approved, the Customer shall assume full and exclusive responsibility for their completeness, accuracy, congruity and suitability forthe intended use, compliance with the applicable technical regulations, relating to the non-existence of intellectual and/or industrial property rights of any third party.
4. PRICES OF PRODUCTS4.1 Before sending the first order, Fridle Group will notify the Customer of the price of the project- based Products, whether such Designs are supplied by the Customer or whether they are implemented by Fridle Group.
5. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS5.1 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 production of the Products to Fridle Group.
5.2 In case the Designs are supplied by the Customer, the Customer itself undertakes to indemnify and hold Fridle Group 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 shall notify the Customer of any dispute and/or request received.
5.3 In case the Designs and the related project-based Products are implemented by Fridle Group 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 which may manufacture and sell the related project-based Products to other Customers too, unless otherwise determined in the order and in the order confirmation. In such case, Fridle Group may apply for any industrial property title in its own name.
5.4 Fridle Group will hold the right to request and obtain patents, model/design rights or any other legal protection on the Results in the name of Fridle Group.
5.5 The Customer shall prepare, or have prepared, and shall 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 any right, title and interest with regard to the Results, without additional compensation.
6. WARRANTY6.1 Fridle Group guarantees the conformity of the project-based Products to the related Designs, both in case they are supplied by the Customer and in case they are manufactured by Fridle Group and approved by the Customer.
6.2 All the conditions and limitations of the guarantees and Fridle Group’s liability, envisaged art. 6 of the GC, are fully and unconditionally applicable.