General Conditions of Sale
Unless expressly derogated in writing, the terms of this General Conditions of Sale (hereinafter the “Conditions”) shall govern the sale of Carlo Civera’s products (hereinafter the “Products”) and shall prevail on any conflicting terms or conditions contained in the Client’s ordering forms. Orders shall be construed as an offer by the Client to purchase the Products at the terms and conditions set forth in this Conditions.
Products covered by this Conditions are those as of the date of the order.
1.2 Orders and orders confirmations
Orders, to be considered valid and confirmed, shall be placed in writing via internet, mail or telefax by sending the signed offer and, in the case of prepayment, the copy of the bank transfer. For the purposes referred to in these Conditions, an order also means the explicit acceptance in writing of the offer by the Customer by e-mail without sending the signed offer.
Requests for amendments of confirmed orders will be taken into consideration only if received by Carlo Civera within 3(three) working days from the sending by the Customer to Carlo Civera of the signed offer and, in the case of prepayment, the copy of the bank transfer. The requests shall be always subject to Carlo Civera’s prior acceptance. In case of cancellation of confirmed orders as well as in case of requests for amendments received by Carlo Civera after the abovementioned 3 (three) days term, a penalty in reason of 50% (fifty percent) of the value of the order cancelled or modified will be charged to the Client.
Prices are those of the Carlo Civera prevailing price-list as of the date of receipt of the order. Unless otherwise provided for in writing, prices are expressed in Euros and do not include shipping, taxes, duties, customs charges or any other cost that may be imposed on the Products for the relevant importation into the Client’s country. Should Carlo Civera contract for carriage, the relevant costs will be charged to the Client in an invoice. Carlo Civera Products are delivered with standard packaging. Special packaging, if required by the Client, shall be quoted separately.
1.4 Payment terms
Payment terms are of the essence and as indicated in the order confirmation. Save as otherwise provided in the order confirmation, payment shall be made via bank transfer to the account indicated by Carlo Civera in the order confirmation, net of bank charges, if any. In any event, payment shall be deemed effected only when cleared funds are received on Carlo Civera’s current account as indicated in the order confirmation. Acceptance of extended payments could be subject, at Carlo Civera’s sole discretion, to presentation by the Client of promissory notes or such other payment guarantees to be agreed upon by the parties from time to time.
Failing payment of even one instalment or in case of reduction of the guarantees offered by the Client, the latter will debar from the benefit of the time limit and Carlo Civera shall be automatically entitled to claim payment of the full price. In case of delayed payment or failure by Client to comply with the payment covenant hereof Carlo Civera shall, without prejudice to its right to forthwith cancel the order and suspend any supply in progress, claim for payment of interest at the rate provided for by art. 5 of D.lgs. no. 231/02, and subsequent amendments. The Client shall not be entitled to suspend payments by reason of defects in the Products or delays in delivery thereof.
In no event shall time of delivery be of the essence. Unless otherwise agreed upon in writing, delivery and the relevant transfer of risks will take place at Carlo Civera’s premises at Brescia (BS), Italy, with the loading of the Products onto the means of transport of the carrier entrusted therewith.
Carlo Civera hereby warrants that the Products are free from defects in material and workmanship which could make them unsuitable for their intended use. Carlo Civera warrants the compliance of the Products with UE standards, laws and regulations only. Any warranty of fitness for specific purposes, or compliance of the Products with the Client’s or the destination country standards, laws and regulations, if outside the European Union, is expressly excluded. The warranty shall not apply in case of: (i) Products damaged in transit, (ii) failures resulting from modifications or alterations of whatever nature made by the Client or by third parties, (iii) misuse or failure to comply with Carlo Civera’s instructions on use, maintenance, repair or replacement operations where provided by Carlo Civera, (iv) Products not properly kept or stocked by the Client, (v) normal wear and tear, (vi) damages caused by accident, the Client’s negligence or other events not ascribable to Carlo Civera, (vii) overdue payments. The warranty hereof shall be valid for a period of 12 (twelve) months running from delivery as set forth under 1.5 above. 5.2. The Client shall examine or have the Products examined immediately after arrival and notify, subpoena of forfeiture, Carlo Civera of any shortage or incorrect delivery, as well as of any patent defects discovered, within 15 (fifteen) days thereafter by further specifying the relevant lot and date of delivery. In any event, hidden defects shall be notified to Carlo Civera within 15 (fifteen) days of discovery.
If Carlo Civera contracts for carriage, visible loss or damages to the packaging or the Products shall be also recorded at arrival, subpoena of forfeiture of the warranty hereof, on the delivery receipt (D.D.T. or C.M.R), using specific details. Should the notified defects or non-conformity in the Products be acknowledged by Carlo Civera, the Client will be entitled, at Carlo Civera’s sole discretion, alternatively, to a credit note for the defective Products’ correspondent value, or to replacement thereof DAT the Client’s premises (Incoterms 2010), being any further warranty, whether by operation of law or conventional, as well as any responsibility of Carlo Civera, also under art. 131 of the Consumer Code, for direct, indirect, incidental or consequential damages, deriving from any defects or non-conformity in the Products, to the extent permitted by law, expressly excluded and waived by the Client.
1.7 Force Majeure
Carlo Civera shall be under no liability to the Client on account of any loss, damage or delay caused by strikes, union agitation, lock-outs, accidents, fire, short supply or delay of carriers or suppliers, compliance with any law, regulation or other governmental order, whether or not valid, insurrection, war-like acts, war, the elements, embargoes, acts of God, compliance with any law regarding COVID-19 or any other cause beyond its reasonable control.
1.8 Applicable law and jurisdiction
The sales contemplated by this Conditions shall be governed by the Italian Laws, with the express exclusion of the 1980 Vienna Convention for the International Sale of Goods. All disputes arising out of or in connection with the sales governed by the present Conditions shall be exclusively and finally settled by the competent Courts of Brescia (Italy). As a partial derogation to the above, Carlo Civera shall be also entitled, at its discretion, to summon the Client before the courts where the latter has its principal place of business.
1.9 Final provisions
The sale contract governed by this Conditions shall not be amended or modified except in writing signed by each of the parties subsequent to the date of execution thereof. In the event that any of the provisions of this Conditions or of the sale contract ruled by the same will be declared to be contrary to law, the remaining portions of this Conditions and of the sale contract shall continue in full force and effect, unless such provision constitutes an essential part thereof and materially affects their contents. Failure by Carlo Civera to enforce at any time any of the provisions of this Conditions or of the sale contract ruled by the same shall not be construed as a waiver of such provisions or of the right of Carlo Civera to thereafter enforce each and every provision herein.