General Conditions of Sale
Art. 1 OBJECT
1.1 The present general condition of sales shall apply to all the sales made by CARLO POLETTI S.r.l. having its seat in Italy, Via Tancognino 134, Italy, Gozzano (NO) (hereinafter the “SELLER”) with any buyer of its products (hereinafter the “BUYER”).
1.2 The terms and conditions indicated in the present general conditions of sales (hereinafter “General Conditions”) integrate any order confirmation made by the SELLER (hereinafter the “Order Confirmation”) answering to any order made by the BUYER (hereinafter the “Order”).
1.3 In particular the technical specification of the design, components, materials, flow parameters (hereinafter the “Technical Specifications”) of the POLETTI products (hereinafter the “Products”) shall be indicated in each Order Confirmation and in the catalogue available on the POLETTI website www.poletti.it.
1.4 The Order Confirmation shall be considered accepted by the BUYER within 48 (forty-eight) hours from its receipt.
1.5 Any modification to the Technical Specification and/or to the terms and conditions indicated in the Order Confirmation and in the General Conditions must be agreed in writing by the Parties.
1.6 The BUYER shall follow in its operations concerning the installation the instructions indicated by the POLETTI Technical Guidelines for Installation of the Products which is available on the POLETTI website www.poletti.it.
Art. 2 PRICE, PAYMENT AND DELIVERY
2.1 The purchase price (hereinafter “Purchase Price”) of the Products shall be the one indicated in the Order Confirmation.
2.2 The BUYER shall pay to the SELLER the Purchase Price following the terms and conditions indicated in the Order Confirmation. The Parties shall negotiate in good faith modifications of the Price, if the performance of the contract becomes excessively onerous due to the increasing of the raw material or due to an event beyond the SELLER’s reasonable control and unforeseeable at the moment of the execution of the contract. If an agreement concerning such modification is not achieved in writing within 2 (two) weeks after the notification, the SELLER may terminate the contract with immediate effect.
2.3 The means of payment of each single sale shall be the one indicated in the Order Confirmation.
2.4 The Products shall remain the property of the SELLER until the Price is paid in full by the BUYER.
2.5 If not otherwise indicated in the Order Confirmation, the SELLER has the obligation to deliver the Products following the FCA at the SELLER’s premises Incoterms ICC 2020 and the other terms and conditions indicated in the Order Confirmation.
2.6 Any lack of the payment within the delay indicated in the Order Confirmation shall entitle the SELLER for all legal remedies and damages.
2.7 The delivery term indicated in the offer/order confirmation may be significantly delayed due to the events concerning difficulties in the procurement or in the logistic of the raw materials and/or the components of the Products. Should Products not be delivered within the delivery time agreed in the Order Confirmation, the BUYER has the right to claim for damages after the expiration of 60 (sixty) days period following the agreed delivery time. Damages here above are due in the measure of 0.1% (zero dot one percent) of the purchase price, calculated per each week of delay, but cannot exceed the maximum percentage of 3% (three per cent) of the purchase price. The damages hereof are the only claim given to the BUYER in case of delay in the delivery attributable to the SELLER. No other claim is acceptable for the delay here above.
2.8 In the case of late delivery, which is not attributable to reasons for which the SELLER is responsible, the SELLER shall be entitled to place the delivered goods in storage at the cost of the BUYER and/or to invoice the additional costs accruing to it as a result of the delay (e.g. in connection with rescheduling, overtime etc.) together with any other damages.
Art. 3 SELLER'S WARRANTIES
3.1 The SELLER warrants that the Products will be free from defects in material and workmanship and will conform to the Technical Specifications described in the Order Confirmation, provided that the BUYER shall follow the SELLER’s instructions indicated in the POLETTI Technical Guidelines for Installation of the Products available on the POLETTI website www.poletti.it.
3.2 The Products Technical Specifications indicated in the Order Confirmation and in the POLETTI catalogue on the POLETTI website must be strictly checked by the BUYER at the moment of the taking of delivery. In case the BUYER, during the installation of the Products, do not follow the SELLER’s instructions indicated in the POLETTI Technical Guidelines for the Products, it will be considered in breach of the Contract and the guarantee shall not apply.
3.3 The non conformity concerns the differences between the Products and the Technical Specifications indicated in the catalogue available on the POLETTI website www.poletti.it and in each Order Confirmation.
3.4 The SELLER shall guarantee the Products for a period of 12 (twelve) months starting from the delivery of the Products. The BUYER shall communicate in writing to the SELLER the defects within 8 (eight) days from the discovery of the defect. Any claim of non conformity made by the BUYER shall indicate in writing the defective part or component of the Products, giving a specific picture and description of the malfunctioning.
3.5 The obligation of the SELLER under this warranty is limited to the replacement at SELLER’s transportation cost of the defective parts of components. Any other claim or charge is excluded.
Art. 4. CONFIDENTIALITY, SELLER'S TRADEMARKS AND INDUSTRIAL PROPERTY RIGHTS
4.1 The SELLER and the BUYER agree that all trade names and the SELLER’s trademarks, industrial models industrial property right shall be used by the BUYER only for the purposes of the use of the Products.
4.2 The BUYER agrees that all SELLER’s know-how, design, drawings and the confidential information concerning the Products shall remain the property of the SELLER and shall not be transmitted by the BUYER to any third party without the SELLER written consent.
Art. 5. FORCE MAJEURE
5.1 SELLER is not responsible for any failure to perform, including, without limitation, late delivery or failure to deliver, which failure to perform is caused by occurrences beyond said Party’s reasonable control “Force Majeure Event”, including, but not limited to late delivery or not delivery of raw materials and/or components by suppliers, increasing of the prices of such raw materials and/or components of more than 10%, suspension of or difficulties in transportation, strikes, lock-down, pandemics, epidemic, labour disputes of any kind, fires, accidents, earthquakes and other natural events, riots, war (whether declared or undeclared), uprisings, delay of carriers, government seizures, embargos.
5.2 In case of the occurrence of one of the facts mentioned here above, the Party effected by such force majeure fact shall notify to the other party the impossibility to perform its obligations at the moment. Therefore the Parties shall negotiate a new term of delivery and/or a new price taking into account the increasing of the raw materials, energy and/or components or the difficulties arisen out of the logistic of the products. Meanwhile the Parties are authorized to suspend any fulfilment of their obligations for a duration of two months. Once expired such period of time, any Party may terminate the agreement.
Art. 6. DISPUTES SETTLEMENT
6.1 Any dispute arising out of or related to the present contract whit Buyers having their seat outside the European Union (U.E) territory shall be settled by arbitration under the Rules of the Chamber of Arbitration of Milan (the Rules), by a sole arbitrator, appointed in accordance with the Rules. Place of the Arbitration shall be Milan, Italy. Language of the Arbitration shall be English.
6.2 For any dispute arising out of or related to the present contract whit Buyers having their seat in the European Union (U.E) territory the Court of Novara (Italy) shall have the exclusive jurisdiction.