These general terms of sale (hereinafter also referred to as Terms) apply to all sales of Elkron branded-products made by Urmet S.p.A. (hereinafter Urmet) in Italy, except in specific cases to be agreed in writing with the customer. Sending a purchase order for the above mentioned products and/or collecting such goods involve acceptance of these general terms of sale in their entirety. The Terms shall prevail over any general terms of the customer, even if written on purchase orders, unless otherwise agreed in writing and signed by Urmet.
Orders acquired by our sales organisation are subject to approval by Urmet management. They must comply with the packaging conditions available on the price list and their amount cannot be lower than Euro 250 net.
Prices shown on the current price lists are not binding and Urmet reserves the right to change them at any time without notice. Unless otherwise indicated in writing by Urmet, prices are in any case those shown in the official price list in force at the time of delivery and are intended exclusive of VAT for goods delivered ex works or ex warehouse, excluding packaging, taxes, duties, insurance, transport and charges or costs of any other kind.
The payment term, unless otherwise agreed in writing between the parties, shall be understood to be 60 (sixty) days from the invoice date at the end of the month.
RETENTION OF TITLE
The ownership of the goods will belong to Urmet until full payment of the price.
The expected or agreed delivery terms are indicative. Exceeding delivery terms shall not give rise to compensation for damage unless the delay exceeds sixty days. Partial deliveries are permitted without invalidating these general terms of sale.
Any non-fulfilments or delays shall not imply any liability for Urmet if due to force majeure including, but not limited to, fire, floods, war, epidemics, strikes and any other cause beyond Urmet’s control. If the hindrance to fulfil the contractual obligations exceeds 120 days, either party may declare the contract terminated without giving rise to the right of the other party to seek compensation for damages or indemnities of any kind.
TRANSPORT AND INSURANCE
Delivery is understood as agreed at Urmet factory in Turin, Italy. The goods, in the absence of specific indications, will be sent via a carrier chosen by Urmet. The choice of the carrier excludes in any case any liability of Urmet. The goods travel at the customer’s own risk even if sold free at destination. The shipping costs, insurance and other charges related to the shipping of goods are borne by the Customer.
To be valid, any complaint relating to the delivered products must be detailed and communicated by registered letter or equivalent means to Urmet at its registered office within and not later than eight (8) days from the discovery of the defect or fault. In any case, the receiver must notify the acceptance subject to verification to the forwarding agent upon receipt of the goods if the complaint concerns the condition of the packaging and the number of packages. If the complaint is not communicated in the forms and terms mentioned above, the products delivered will be deemed to comply with the Customer order.
Payments shall be made to Urmet on the due date and for the agreed amount. For accounting reasons, rounding is not accepted.
Failure to pay or delay in payment of any amount due to Urmet, even in relation to different orders or relationships, will entitle Urmet to suspend the performance of the other orders in progress and, after sixty days without payment of the amount due, to terminate any contractual relationship between the parties pursuant to art. 1456 of the Italian Civil Code.
For no reason whatsoever the customer can defer payments beyond the due dates, even in case of any complaints. Delayed payments will be subject to interest on arrears at the rate established by the laws governing commercial transactions, starting from the date on which the credit became due and up to the actual settlement, without the need for a formal notice. The possible collection of the price by means of cash order, draft, bill of exchange, etc. does not constitute novation or displacement of the place of payment.
Urmet warrants the products sold to be free from defects in manufacturing and/or materials, unless otherwise agreed in writing and signed by the parties, for a period of 24 months from delivery and limited to repair or replacement of defective goods free of charge upon return of the defective goods to Urmet at the care and expense of the customer.
The warranty in any case does not include defects or faults resulting from:
- failures or damage caused by transport;
- natural wear;
- failure to comply with installation and operating instructions;
- accidental causes or customer negligence;
- modifications or repairs made by personnel not authorised by Urmet;
- improper maintenance;
- operation or storage outside the environmental conditions specified for the product or, in any case, inappropriate;
- damage caused by faults in the electrical system, weather events (e.g. lightning) or any other cause external to the product;
- use in conjunction with accessories not marketed by Urmet and/or parts not designed for use with the product.
Provided that the warranty is applicable, Urmet undertakes to replace or repair, at its discretion, each product or the defective or faulty parts of the product. The verification of defects shall take place at Urmet’s premises where the goods will be only entrusted in storage. The customer shall have no other rights or remedies, not even of a compensatory nature, other than those expressly listed in the Terms.
Devices subject to wear, such as batteries, are expressly excluded from the warranty.
TERMS AND CONDITIONS OF THE LEGAL WARRANTY GRANTED TO THE CONSUMERS FOR ONLINE SALES OF URMET PRODUCTS MADE BY OTHER PARTIES
The current legislation provides that the purchaser of a product, if he/she can be defined as a “consumer” within the meaning of article 3 of Italian Legislative Decree no. 206 of 06-09-2005, benefits from a legal warranty as set out in articles 129 et seq. of such legislation.
In particular, it is provided that the seller is obliged to deliver the consumer goods compliant with the contract of sale, and that consumer goods are presumed to be in compliance with the contract if, where relevant, the following conditions coexist:
- they are suitable for the use for which goods of the same type are normally used;
- 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;
- 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;
- 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 warranty provides that, in case of lack of conformity, the consumer has the right to have the conformity of the item restored, free of charge, by repair or replacement or, in the cases described in detail in the mentioned legislation, to an appropriate reduction in the price or termination of the contract.
This warranty shall be provided by the seller of the product, so the consumer must apply to the subject who materially sold him/her the product, even if such subject is not the producer, without prejudice to the seller’s right of recourse under Article 131 of the mentioned legislation, unless otherwise agreed or waived, against the responsible subject(s) in the product distribution chain.
Consequently, with particular reference to the case of online purchase by a consumer, the consumer, in order to benefit from the legal warranties referred to in the above mentioned legislation and therefore in case he/she needs support or warranty service, shall not contact Urmet S.p.A., but directly the online seller.
CHANGES TO PRODUCTS
Urmet reserves the right to make changes and/or improvements to its products at any time without notice. The descriptions as well as the illustrations and technical data contained in the catalogues, leaflets, etc. are indicative only and not binding.
If agreed in writing between the parties, the goods will be returned free of all costs for Urmet. For the conditions governing the return procedure, please contact our sales offices.
EXPRESS TERMINATION CLAUSE
If the customer refuses to collect the purchased products or delays such collection for more than thirty days, Urmet may consider the contract as terminated de facto and due to the negligence of the customer under art. 1456 of the Italian Civil Code.
Urmet may also consider the contract terminated de facto and due to the negligence of the customer under art.1456 of the Italian Civil Code if the customer delays the payment of even one of the payment deadlines for more than sixty days.
If Urmet communicates its intention to avail itself of one of the express termination clauses contained in these Terms, the goods supplied shall be immediately returned at the expense of the customer and Urmet shall retain the amounts already paid as advance payment for compensation for damages, without prejudice to any further right deriving from the law or from these Terms, including those for compensation for further damages.
APPLICABLE LAW AND JURISDICTION
These Terms and the contracts to which they are applicable are subject to the Italian law.
Any litigation concerning these general terms or the contracts between Urmet and the customer to which they are applicable, including those relating to their interpretation, validity, performance or termination, shall be subject to the exclusive jurisdiction of the Court of Turin.