1 – APPLICATION AND EFFECTS OF THE GENERAL CONDITIONS OF SALE
These general conditions of sale are systematically sent or delivered to the purchasers, so as to allow them to transmit their orders. Consequently, the fact of passing an order on THENAR implies the complete adhesion, without reservations by the purchaser, to these general conditions of sale, with the exclusion of all the eventual further documentation, such as the brochures published by the seller, supplied exclusively for your information and having a merely indicative character, unless otherwise provided in the indications given in the order forms by the client. Eventual conditions which differ from those with regard to the specifications of the parts to be tailor-made and required by the client are, without an explicit acceptance signed by the seller, rendered unenforceable, independently from the moment when they are notified him.
Only the specifications of the parts to be tailor-made can integrate these general conditions.
The fact that the seller doesn’t declare using these clauses at a given time, cannot be interpreted as a renunciation of using them later.
2 - ORDER
The order must be transmitted in writing by the client to THENAR. Eventual phone orders must be confirmed by the client in writing within 24 hours from the call. Otherwise, the order shall not be taken into consideration. It shall not become definitive and the sales contract shall be judged as valid only after THENAR has accepted the order. The acceptation by the latter shall be proved by the dispatch of an order confirmation to the client.
Eventual modifications by THENAR to orders by the client, indicated in the letter of order confirmation sent to the client, shall be considered as accepted by the client if he doesn’t reply in writing within 24 hours.
We won’t accept any orders for an amount under 40 euro, VAT excluded.
3 – MODIFICATIONS TO THE ORDER
Eventual modifications or cancellations of the order requested by the purchaser shall be taken into consideration only if we get them in writing, before the shipping of the products (as for the standard products) or the start of the manufacture (tailor-made products), and if they are expressly accepted by THENAR by a fax sent to the client within 24 hours from the request for modification. In case one of the conditions is not respected, the products initially ordered shall be shipped as initially arranged and they shall have to be paid.
4 - PRICE
All prices indicated in our catalogue are to be understood as VAT excluded. You must therefore add to them the value added tax at the percentage in force, as well as the shipping costs (for orders under 80 euro VAT excluded).
Unless otherwise provided, the products are sold at the tariff in force at the moment of the order. The prices of the products mentioned in the catalogue are those in force on the date of publication of the aforesaid catalogue indicated on the cover. Prices can vary at any time.
5 - DELIVERY - MODES - TERMS
A - TERMS
The parts which are in the warehouse when the order is accepted can be made available or sent within a maximum time of 72 hours from the acceptation. As for the parts which are in the catalogue, but not in the warehouse when the order is accepted, or for special parts, the approximate time of manufacture is communicated together with the acceptance of the order.
The time of delivery is communicated just for your information and cannot justify in any case requests for compensation for delay, compensation for damages, deductions or cancellations of orders in progress, independently from the causes, gravity and consequences of the delay.
THENAR shall be relieved from the obligation to deliver in cases of force majeure such as, for example and not limited to, wars, insurrections, fires, strikes, natural catastrophes, impossibility of supply.
B - DELIVERY
Unless otherwise provided, the delivery of the products is made directly to the client, at THENAR premises in Correggio 42015 (Italy), or to the forwarder chosen by THENAR or chosen by the client himself.
The products are sold ex Correggio 42015 Italy (THENAR premises) and travel at consignee’s risk, notwithstanding the clause of THENAR’s ownership reservation indicated hereafter.
Unless explicitly otherwise provided, the transportation is made ex works at the client’s expenses by the forwarder chosen by THENAR or, in his absence, by the client himself.
In case of damage during the transportation, the client shall make all due notifications and reserves to the forwarder by a claim within 8 days from the receipt of the wares (as reported at the foot of the sale invoice).
THENAR reserves the right to make partial deliveries.
C - RECEIPT
It being understood that the provisions with respect to the forwarder remain valid, the claims concerning the apparent defects or the non-conformity of the delivered product, of the ordered product or of the dispatch note must be notified in writing within thirty days from the receipt of the products, otherwise the right will be considered null and void.
The purchaser shall provide every valid justification to prove the actual defect or anomaly ascertained. He shall give the seller the chance to ascertain such defects and remedy them. He shall refrain from intervening directly or making third parties intervene for this purpose.
As for the guarantee, the only obligation imposed on the seller shall consist in the replacement free of charge or in the repairing of the product or of the element ascertained as defective by his own services. In fact, the products covered by guarantee must be previously subjected to the seller’s after-sales service, whose consent is necessary to proceed to eventual replacements. The port expenses shall be paid by the purchaser if the guarantee is not applicable.
6 - PAYMENT - MODES
Our invoices, transmitted together with the items ordered, can be paid:
We won’t grant any discount for payments in advance.
7 – DELAY OR DEFAULT ON PAYMENT
The default on payment in the terms established gives us the right to the interests on arrears, as foreseen by the Legislative Decree 231/02, and to the recovery of the collection expenses. In case of respite of payment, we’ll apply on the respite granted the monthly rate of interest foreseen by the aforementioned Legislative Decree.
8 - GARANTEE
THENAR insures the client against eventual hidden defects or failures of the products sold under the conditions foreseen by the article 1476 of the civil code.
In case of tailor-manufacture, THENAR engages to make products which comply with the specifications communicated by the client, without nevertheless guaranteeing in any way their operation, whose estimation is just up to the client. In fact, the client is the only one in charge of the information transmitted to THENAR.
For the standard products, THENAR guarantees their conformity with the specifications indicated in the catalogue. THENAR’s liability and/or the application of the guarantee due based on it cannot be enforced after the terms provided by the law and after that no request for indemnity shall be accepted.
Standard products are used under the only liability of the purchaser, who declares that he has examined the technical features of the products purchased and judged them suitable for his own reserved use.
In case a tailor-made product infringes the rights of third parties, the client engages to reimburse all costs (indemnity, judicial costs, compensation, legal costs and other consultancies…) that THENAR could incur and to participate actively, at his expenses, to the defense of the latter.
The guarantee shall not be valid in case the products sold are the object of modifications or interventions or in case these products are used in anomalous ways or conditions, considering their features, uses and applicable norms (in particular in case of use or installation on aerial and/or spatial means, for which the products are completely unsuitable).
PASSAGE OF THE RISK: when the wares are delivered at destination, the risks of improper use of the product, loss, direct or indirect damages shall be chargeable to the purchaser.
9 –RETURNS - MODES
Eventual products returned must be subjected to a formal agreement between the seller and the purchaser transmitted by fax (0522/740555), e-mail (email@example.com) or post with acknowledgement of receipt. The eventual products returned without such agreement shall be kept at the purchaser’s disposal and shall not give any right to compensations or reimbursements.
In any case, no returns of products will be accepted after thirty days from the receipt of the product. The expenses and risks of the return are always chargeable to the purchaser. The products returned must be shipped to our plant. The choice of the forwarder is at our discretion.
The withdrawal of a product by the seller shall imply the right to a reimbursement to the purchaser’s benefit, valid for a period of six months starting from its settlement. The substantial integrity of the products to return is an essential condition for the exercise of the right of withdrawal.
In case of apparent defects or of non-conformity of the products delivered, duly ascertained by the seller, the purchaser shall nevertheless obtain the replacement free of charge or the reimbursement of the products, at the seller’s discretion, but he shall not have the right to indemnities or compensations of any kind.
10 – OWNERSHIP RESERVATIONS
The transfer of the ownership of standard or tailor-made parts takes place after the total payment of the price in capital amount and of the corresponding accessories, it being understood that the payment is considered as made on the day of the actual collection of the sums by THENAR.
The aforementioned provisions don’t hinder, at the moment of the shipping or delivery of the wares by THENAR, the transfer of the risks to the client (in particular, the risk of loss, wear and tear and damages caused by the items shipped).
When the client ships an equipment so as to have a part made which must be incorporated or which completes it, the client remains the owner of it, pays the shipping and reshipping costs, undertakes the risks connected with the shipping, the eventual adjustment and transformation by THENAR and the damages that this could cause.
11 – NON-FULFILMENT
In case the purchaser doesn’t fulfill just a single one of the obligations foreseen, is subjected to bankruptcy or insolvency proceedings, asks to suspend the payments, puts his business in liquidation or ceases it, if his properties are partially or totally hypothecated or seized, or in case he doesn’t present any warranty as for the agreed purchase price, we shall reserve the right to back down from the contractual bond stipulated with him or to back down for the part of the contract not yet executed, even without having recourse to judicial interventions, and we shall have the right to take again possession of all the wares already delivered and for which the counterpart hasn’t yet paid the amount due completely and exactly.
12 – CONDITION OF SUSPENSION/TERMINATION
The company engages to respect the agreements signed herein under the condition that the counterpart proves his full and sure solvency with regard to the transaction to be made. Furthermore, the company shall have the right to ask payment guarantees from the purchaser, as far as it judges it sufficient, and even to suspend the execution of the contract till the complete fulfillment of such requests.
13 – APPLICABLE LAW
A - JURISDICTION
Within the meaning of art. 23 of CE44/2001 regulation agreed by the Council of Europe of 22nd December 2000, the parties agree by mutual consent that all the disputes, no one excluded, concerning the interpretation, execution and termination of the present contract shall be settled exclusively by the Italian Judicial Authority.
B – COMPETENCE FOR TERRITORY
All the disputes, no one excluded, concerning the interpretation, execution and termination of the present contract, even for related cases, shall be settled exclusively by the Court of Reggio Emilia, in Italy.