1.1 In the following General Terms of Sale, the following terms shall be intended hereafter as:
S.L.I.M. Società Lampade Interruttori Mercurio S.r.l.
The Agreement signed by Client and Company to provide Products and/or perform Services
General Terms of Sale
The Terms of Sale hereunder
The document based on which the Client requires the Company to provide the Products, once both parties have signed it. What is set forth in the following General Terms of Sale shall represent an integrating and substantial part of each Order, once it has been signed.
Any information relating to the Parties’ commercial and financial aspects including, but not limited to: commercial strategies, financial data, prices, reduced prices/discounts; commercial, financial, marketing, development of human resources plans; lists or information about clients; ITC systems or software know-how or other information relating to the Products or other products or services produced, distributed or obtained by both parties; information relating to relationships that both parties have with current or potential clients or users and each individual’s needs and requests.
The Products the Company supplies or is required to supply to the Client as provided for in the Contract.
The Client and the Company
Services the Company offers or is required to offer the Client as provided for in the Contract.
2. OFFERS AND ORDERS
2.1 The Company’s offers and quotations shall be valid for 30 days after they have been presented, except in the case the Parties agreed on different terms in writing. The Company reserves the right to annul or modify its offers and quotations at any moment before formally drawing up the written order confirmation.
2.2 The Client may place an order and the Company may accept an order that is placed by mail, fax, e-mail, Company sales service through the Internet or by phone.
2.3 Any order is an irrevocable contract proposal made to the Company and shall be valid for thirty (30) days after the Company has received it; the Company is entitled to accept or reject the order at its own incontestable discretion.
2.4 An order that the Company has confirmed cannot be canceled by the Client after 2 working days have elapsed from the date of the written order confirmation. The Company is entitled to accept the request to cancel the order. In such a case, the Client shall be charged with a sum as compensation, amounting to at least 10% of the total amount of the order, and that amount shall be a minimum 150,00 €.
2.5 The Client’s orders, including those placed orally or on the phone, cannot be considered as accepted until the Company confirms them in writing. In case the Company does not provide written confirmation of an orally placed order, if it issues an invoice or executes the order, that shall be considered as a confirmation.
2.6 Proposals received through agents, collaborators and brokers in general shall always be intended as received “subject to the Company’s approval”.
2.7 Every contract executed according to article 2 must comply with only these General Terms of Sale, which annul any other agreement or condition that the Client may have transmitted to the Company in different times, in any other form.
2.8 No information shall be added to the Contract or considered able to modify or annul these General Terms of Sale in any way; this including, with no exception: statements, descriptions, details about weights and sizes, warranties, terms or recommendations contained in any catalog, price list, advertisement or any other written or oral communication transmitted in any way.
3.1 Prices on the order confirmation shall be indicated in Euro (€), excluding VAT.
3.2 The Client shall refund the Company for any loss, cost or expense the Company may incur, directly or indirectly, due to any request made by the Client to modify delivery date, amounts or characteristics of the Products, delay caused by the Client or Client’s error in providing the Company with the suitable information or instructions.
3.3. No order worth less than Euro 300.00 shall be accepted, otherwise the Client shall be charged Euro 13.00 to contribute to administrative fees.
3.4 Unless the Client and the Company have signed a different agreement, all prices indicated in any document or mail sent by the Company shall include neither the packaging and transport costs, nor other ancillary costs indicated in the Company catalog in use when the Contract was signed. Similarly, prices do not include taxes, stamp duties, customs fees and any other cost in general.
4.1 Delivery terms shall be intended as approximate and not mandatory and including a grace period when accepted by the Company. Unless a different written agreement has been made, any indicated delivery time is not binding for the Company.
4.2 In case of multiple-step delivery, that is to say, purchased Products are stored in the Company facilities to be delivered in tranches upon the Client’s simple request, the Client cannot rescind the Contract in the following cases: - the Company fails to deliver one or more tranches due to causes unattributable to the Company; - delivery terms are not considered as essential by both; - the Client does not accept the Products at the scheduled dates for any reason; -the Client files a claim about one or more tranches of the delivered Products.
4.3 Delivery terms shall be extended in case the Client fails to provide the necessary information to deliver or it requires modifying amounts in the orders as they are being processed, or in case the Client is not up to date with his/her payments.
4.4 Unless a different written agreement between the Parties has been made, the Products shall be delivered ex-works, Company plant (EXW – Incoterm 2010) and the Products price shall not include transport costs and insurance fees, as previously specified in article 3.4.
4.5 In case the Client fails to pick up the Products or to provide the Company, with adequate advance notice, with suitable information to deliver the Products on the scheduled delivery date, thus causing a loss to the Company, the latter shall be entitled to i) keep the Products until they can be delivered and charge the Client with the storage costs and insurance fees, or, as an alternative, ii) resell the Products at the best price it can obtain in the immediate future. In this case, the Client may be obliged to pay the Company the difference between the price set in the Contract and the price the Company actually obtained by reselling the Products. The Company shall be entitled to implement the above-mentioned options also in case the Client has claimed to be willing to collect the Products but failed to do it within 20 days after the Company communicated that the Products were available.
4.6 Any claim regarding the Products not being as the Client specified in the order, as well as the notice of failed Product delivery and/or Products damaged as they were being shipped, must be lodged either by delivering to the carrier a detailed notice about the Products not being as specified in the order and/or they are being undelivered/insufficient and/or damaged when delivered or by sending written notice to the Company within 7 days following the date of Product delivery.
4.7 Products ordered by mistake or inattention may be returned only upon written authorization by the Company, which shall be entitled to charge the Client for any damage he/she may have sustained due to any loss caused by the Client’s error. The Client shall return products, upon authorization, to the Company facilities at its own expenses.
4.8 In case the Client is authorized to return the Products for any reason, they shall be returned within 2 weeks following the delivery date. Any extension of such period must be authorized by the Company in writing.
4.9 As expressly set forth in article 10, any fortuitous event, due to force majeure or, in any case, any event beyond the Company’s control removes any obligation from the Company to meet any agreed delivery date, also considering the duration and gravity of those events.
4.10 In case Products are delivered to be tested and viewed, the Client may decide to purchase or not purchase the Products after viewing or testing them. However, 30 days after Products have been delivered and not returned by the Client, they shall be considered as purchased and therefore the Company shall issue the relating invoice. In case the Client has returned the Products, but they do not correspond to those that had been delivered to be tested and viewed, or they are not the same products, the Company shall charge the Client with the cost of those Products.
4.11 The postponement of delivery of the Products required by the Client is subject to the sole discretion of the Company. In any case, unless otherwise agreed by the Parties in writing, the postponement of the deliveries planned during the month of December to the next year is excluded.
5.1 Standard terms provide for payment to be due 30 days following the invoice date or end of the month unless different agreements have been previously made. Payment methods and terms to pay the Products price shall be set forth in the relating order confirmations.
5.2 If the Client does not pay according to payment terms and methods as indicated by the Company, or if the Client company is not conducting a regular business course, including but not limited to judicial attachment or protest, or delayed payments or insolvency procedures have been placed, the Company shall be entitled, at its own discretion, to stop or cancel any further delivery and to require one or all payments to be immediately settled, irrespective of whether those payments are due or not. In addition to this, the Company in such circumstances may require advance payment or a deposit as a guarantee.
5.3 If the Client fails to pay on the due date, the Company reserves the right to apply interests on arrears, as set forth in legislative decree D. Lgs. 231/2002, without prejudice to available rights or remedies. The Company reserves the right to compensate any debt of the Client under the Contract with any possible amount the Client is to pay the Company, for any reason.
5.4 In case of extended payment plans, if only one installment is not settled on time, the Company may require the Client to immediately pay off the entire price by means of an acceleration clause, even if conditions are not exactly as set forth in article 1186 of the Italian civil code.
5.5 In case the Client disputes, totally or partially, an invoice due under the Contract, the Client shall provide the Company with a written notice stating the reasons why the disputed amount is incorrect as soon as possible. In case the Client fails to send such notice to the Company within 7 days after receiving the invoice, the latter shall be considered as accepted and any other further dispute shall be void. The notice must include the following information: - date and number of the disputed invoice; - contested amount; - reason for dispute; - supporting documentation.
5.6 In any case, any dispute related to Product supply does not entitle the Client to suspend or delay payments. In case the Client does not regularly fulfill his/her obligation to pay the price (including the obligation to make any advance payment), the Company shall be entitled to extend the delivery terms set forth in the Contract as long as the Client delays payments and / or to rescind the Contract and keep the amounts the Client has paid as penalty, without prejudice to the right to claim compensation for any further loss.
6. WARRANTY TERMS
6.1 As for any defective Product, the warranty terms shall be applied as set forth in the technical file of each item, starting from the date when Products are delivered, and in any case, the warranty shall not be valid over 24 months. The warranty consists, based on the Company’s choice, of repairing or replacing the structural parts or other parts that proved damaged or defective due to flaws in material or production, at the Company’s expenses, excluding any further and different obligations.
6.2 The Company replaces or repairs the product as soon as possible (schedule to be set every time) and it is entitled to ask the Client to return the replaced parts. The warranty does not cover usual wearing of parts, nor does it cover damage unattributable to the Company (including and not limited to modifying or replacing parts of Product without Company’s written authorization, Products being damaged by Client’s Staff operating the Products wrongly, Products being wrongly used or neglected, overused, etc.).
6.3 This warranty does not cover any further damage, including those deriving from failed or reduced production, as well as the indirect and consequential loss. Warranty is subject to the Client reporting the flaw or lack of quality in writing to the Company within 8 days after the Client has found it out and has expressly submitted a warranty claim, as described above, otherwise, warranty becomes void. Only when the Company accepts the products to be returned, the Client shall send the defective product to the Company, indicating “for repair” as a reason for returning it to the facilities specified by the Company. The Company shall send the new or repaired product to the Client and pay shipping costs.
6.4 Any other warranty relating to delivered Products is excluded.
6.5 Any term of warranty relating to Products being suitable to a specific goal is expressly excluded.
6.6 The Company shall not be liable for any information or recommendation made to the Client by its employees, representatives, agents or substitutes relating to storage, applications or use of Products or any statement relating to Products or Services that was not confirmed in writing.
7.1 The Client shall release at any moment the Company from any liability, claim, loss, cost, and request made to the Company or that the Company may receive or incur due to infringement or alleged infringement of licenses, trademarks, copyrights, design or other intellectual property whenever Products are imported, manufactured or sold upon specific or special Client’s request
8.1 Parties signing these General Terms of Sales covenant: a) to keep Confidential Information strictly and safely secret; b) not to use Confidential Information except for benefitting from their rights and fulfill their obligations under this Contract; c) not to disclose Confidential Information to any third party; d) to disclose only the relevant Confidential Information to employees and others who may need it to fulfill their obligations under this Contract and make sure that those employees and others are aware that such information is confidential.
9. TERMINATION AND CANCELLATION
9.1 Pursuant to and for all purposes of art. 1456 of the Italian civil code, the Contract must be considered as legally rescinded in the following cases, with no need to initiate any default proceedings, irrespective of any evaluation of how serious or important the default may be, which may consequently not be attributable to the Client’s willful misconduct and negligence: - the Client does not fulfill or interrupts fulfilling his/her obligation to pay the price within the terms set forth in article 5 of these General Terms; - the Client refuses to accept the delivered Products; - the Client has turned unreachable; - the Client discloses confidential information to third parties; - one or more cases specified in previously mentioned article 4.5 have occurred.
9.2 Moreover, the Company shall be entitled to rescind the Contract in case the Client’s financial position has changed as to prevent the Client from fully fulfilling the obligation under this Contract, or the obligation to pay damages, in particular when the Client: - has been placed into any type of insolvency proceeding, with no exception; - disrupts or threats to disrupt its business course; - in case protest claims are executed against the Client and / or insolvency proceedings are in place to enforce sale of fixed and non-fixed assets or forfeiture proceedings are in place; - the Client’s assets guaranteeing the Company right/claim of credit have reduced. For this purpose, the Company must communicate its intention to use the clause mentioned above by means of registered post and rescission shall be a consequence of the Client receiving such communication. The Client shall be liable for the consequences of non-fulfillment attributable to the debtor and, therefore, he/she shall provide compensation for any loss, without prejudice to the Company’s right to withhold the amounts the purchaser might have paid as penalty.
9.3 Any right of the Company to rescind the Contract, as set forth in article 9, shall include the right to interrupt any further delivery included in the Contract and, when the contract is rescinded, the Company shall not be liable to the Client in any way.
10. FORCE MAJEURE
10.1 The Company shall not be considered as defaulting and shall not be held liable towards the Client for any delay in performing a service or any possible mistake made in fulfilling any obligation set forth in this Contract, if delay and mistake are due to causes beyond the Company’s control, including but not limited to: - natural disasters, explosion, flood, tempest, fire or accident; - war or war threat, sabotage, insurrection, social unrest or requisition; - laws, restrictions, rules, statutes, bans or other measures implemented by parliamentary or local government; - import or export rules or embargo; - strikes, lockouts or other company troubles or trade disputes involving Company’s employees or a third party; - no energy supply; - difficulty, shortage or deficit of supplies, including shortage or deficits suffered by the Company’s suppliers. The Client shall be granted the same, above-mentioned rights.
11. LIMITATION OF LIABILITY
11.1 The Company shall covenant to deliver the Products within the agreed terms, but in no event, it shall be deemed to pay for damages directly or indirectly caused by late Contract execution or delayed product delivery.
11.2 The Company is exclusively responsible for the correct functioning of the delivered Products, based on the features and performance it indicated. In any case, Company liability only extends to replacing and / or repairing the item and / or reimbursing the invoiced value.
11.3 If the Company commits to provide Products based on the Client’s design, specifications and instructions, it shall not be liable for any possible loss, be it totally or partially due to those designs, specifications or instructions being inadequate or inaccurate.
11.4 The Company in no event shall be liable for any direct and / or indirect and /or consequential loss caused to the Client or third parties due to product defects, including production losses, damage to people, property or other.
12. PERSONAL DATA PROTECTION
12.1 Pursuant to art. 13 Council Regulation (CE) 27.04.2016 n. 679/2016/U.E. (G.D.P.R.), the individual, acting for and on behalf of the Client, expressly and freely accept personal data treatment, acknowledging to be aware and informed about the aims, modes of data treatment, data being voluntarily provided and about his/her rights as set forth in GDPR, in particular in art. 13 – 21 G.D.P.R. Besides obtaining the informed consensus, it is also legitimate to process personal data of the individual representing the Client, when this is necessary to SLIM Srl. to implement pre-contract measures that the individual has required for and on behalf of the Client and when such data processing is necessary to the Company to fulfill a contractual obligation for the Client, having the representative, collaborator, employee or another authorized individual acted in the Client’s interest.
12.2 To thorough fulfill its contractual obligations, the Company reserves to disclose to third parties, also outside the European Union, the Client’s individual’s personal data, whom it has been in contact with, by selecting them only when strictly necessary and keeping them strictly confidential.
13. FINAL PROVISIONS
13.1 All contracts signed by the Client and the Company cannot be transferred by the Client, without previous written authorization by the Company.
13.2 In case one of the Parties tolerates the other one contravening the rules set forth in this General Terms of Sale, this shall not represent the party’s waiver on the rights stemming from the contravened rules or on the right to require the fulfillment of all terms and conditions provided for in these General Terms of Sale.
13.3 Should one or more clauses of these General Terms of Sale prove totally or partially invalid or void, these General Terms of Sale shall be valid and those clauses that turned invalid or void shall be replaced with fully valid and effective provisions
13.4 The Company declares that the English translation of these General Terms is exclusively for information and only the Italian version of these General Terms shall represent a binding and effective agreement between the Parties.
14. GOVERNING LAW AND COMPETENT FORUM
14.1 These General Terms of Sale and all contracts signed by the Client and the Company shall be governed by Italian law.
14.2 Any controversy between the parties arising out of the interpretation, validity or implementation of these General Terms of Sale and related contracts shall be the exclusive jurisdiction of the court of Monza.