These conditions shall apply to any and all agreements between URMET and the BUYER: any different or further conditions included in the order or in any other document formed by the BUYER shall be considered invalid. Purchase orders shall only be binding on URMET upon their written confirmation by URMET and at the terms and conditions set forth in such confirmation.
Delivery term is set forth in Urmet’s order confirmation (proforma invoice) and is meant INCOTERMS ICC 2010; delivery dates are meant as indicative only, anyway in case of agreement on a binding delivery term and of delayed delivery or contact’s termination for causes attributable to Urmet, Urmet shall only be responsible, as liquidated damages, for 0,2% of the net price of the contract per each entire week of delay, within the maximum limit of 2%; no other responsibility shall be borne by Urmet.
Should any delay in payment occur, even if partial, or anyhow should URMET deem it justified based on the BUYER’s financial situation, URMET shall be entitled to terminate or withhold, even partially, the performance of any contract in force between the parties, even for different supplies. In case of delayed payments, URMET shall also be entitled to attribute payments to any outstanding invoices, even differently from BUYER’s indications.
URMET guarantees that the products sold comply with the technical specifications submitted to BUYER and published on the web site www.urmet.com, provided that such products have been, at all times, properly transported, stored, installed, used, repaired and handled by BUYER or by its customers (including in compliance with URMET’s manual and other instructions). To benefit of this warranty the BUYER shall inspect the products and shall notify to URMET any defects in design, material or workmanship, in detail and in writing, within seven days from delivery or, in case of hidden defects, from discovery and, anyhow, within two years from delivery. In case of proven defects, URMET undertakes to perform warranty exclusively by means of the remedies herein set forth: at its own choice, to replace the defective products or to, totally or partially, reimburse their price. All products’ returns to URMET for warranty claims shall be authorized in writing by URMET and the related expenses shall be for URMET’s account only should the products be found defective. The substituted defective products (or parts thereof) shall become the property of URMET. A PART FROM WHAT HEREIN SET FORTH, URMET SHALL BEAR NO OTHER RESPONSIBILITY AND ANY LIABILITY FOR DAMAGES (INCLUDING LOSS OF PROFIT OR ANY OTHER SUBSEQUENT LOSS) IS HEREBY EXPRESSLY DISCLAIMED.
EFFECTIVENESS OF THE LEGAL GUARANTEE IN FAVOUR OF THE CONSUMER FOR ONLINE SALES
The current legislation provides that the buyer of a product, if it can define itself as a “consumer” pursuant to Article 3 of Legislative Decree no. 206 of 06-09-2005, enjoys a legal guarantee as established by articles 129 and following of such legislation.
In particular, it is envisaged that the seller has the obligation to deliver, to the consumer, goods that comply with the sales contract and that it is assumed that such goods comply with the contract if, where relevant, the following circumstances co-exist:
- a) they are suitable for the use for which goods of the same type are normally used;
- b) they conform to the description made by the seller and possess the qualities of the goods that the seller has presented to the consumer as a sample or model;
- c) present the usual quality and performance of a good of the same type, which the consumer can reasonably expect, taking into account the nature of the good and, where applicable, the public statements on the specific characteristics of the goods made in this regard by the seller, by the manufacturer or by its agent or representative, in particular in advertising or on labelling;
- d) they are also suitable for the particular use desired by the consumer and which has been brought to the attention of the seller at the time of the conclusion of the contract and which the seller has also accepted by means of conclusive actions.
This guarantee provides that, in the event of a lack of conformity, the consumer has the right to have restored, without charge, the conformity of the goods by repair or replacement or, using the hypotheses described in detail in the aforementioned legislation, to an adequate reduction in the price or to resolution of the contract.
This guarantee must be provided by the seller of the product, therefore the consumer must contact the person who physically sold the product to him, even if it is a person other than the manufacturer, without prejudice to the seller’s right of recourse pursuant to article 131 of the aforementioned legislation, unless otherwise agreed or waived, towards the person or persons responsible belonging to the distribution chain of the product.
Consequently, with particular reference to the case of online purchase by a consumer, in order to take advantage of the legal guarantees referred to in the aforementioned rules and therefore in the event that he needs assistance or a guarantee service, such consumer will not have to contact the company Urmet S.p.A., but directly the online seller.
RETENTION OF TITLE
URMET retains full title to the delivered products until it has received full payment for such products. The BUYER undertakes to perform any and all fulfilments possibly set forth in its country to allow URMET enforce such retention of title even towards the BUYER’s creditors.
Applicable law shall be Italian law.
Disputes arising out or in connection with the present agreement shall be finally and exclusively settled by: 7.1(applying to EU Buyers only) the Court of Torino or 7.2 (applying to extra – EU Buyers only) a sole arbitrator under the rules of arbitration of the Piedmont Arbitration Chamber.
The BUYER is an independent merchant, acting in its own name and on its own behalf and is not entitled to undertake any obligation on behalf of URMET nor is entitled to any territorial exclusivity.