All sales entered into by Fourgroup (the Vendor) are to be governed exclusively by the following Sales General Conditions.
Any clause or condition drawn up by the Buyer shall become null and void if found to be in conflict with the following conditions.
1. Quotes, orders and order confirmation
1.1. Estimates issued by Fourgroup, including the description, technical features and prices of the goods shall not in any case be considered as a binding sales agreement,but rather a quote. The conditions set forth in said quote shall lose all validity and effect thirty days from the time they are transmitted to the Customer, unless Fourgroup receives an Order from the Customer in the meantime.
1.2. The Buyer's Order must include indication of the quantity and name of the products required. Unwritten orders (required by phone or verbally) have to be confirmed with a written reply by the buyer; otherwise Fourgroup doesn't take charge of any kind of mistakes about orders proceeding.
1.3. The mere sending of the Order by the Buyer shall imply that the Buyer has read and is familiar with all these General Conditions of Sale, which shall consequently be fully accepted unconditionally and without estriction by the Parties.
1.4. Buyer's Orders only become binding for the Fourgroup after the latter has sent an Order Confirmation to the Buyer. The Buyer will totally accept these General Condition of Sales, products quantity and prices, once two days have elapsed from the receiving of order confirmation even if the buyer doesn't send the same order confirmation stamped and countersigned to Fourgroup
1.5. Information provided in catalogues, schedules and price-lists is not binding for Fourgroup, which reserves the right to make any modification whatever to its products and to prices thereof in view of which, the Fourgroup is to be considered bound only by such details as appear in the relative Order Confirmation.
1.6. Fourgroup's catalogues have been drawn up with the utmost attention in order to ensure the accuracy of information, however, Fourgroup declines responsibility for any errors or omissions contained in the same, as the Parties are only bound by the contents of Orders, Order Confirmation and these General Conditions of Sale.
2. Conclusion of the contract
2.1. The contract of sale shall only be considered as concluded with Fourgroup's explicit acceptance thereof by means of the Order Confirmation issued by Fourgroup.
3. Prices
3.1. The contract prices are those set forth in the Order Confirmation, and are to be considered as being for merchandise made ready by Fourgroup "ex-works" (EXW), according to Incoterms (International Commerce Terms).
3.2. Any amendment to the contract requested by the Buyer after its conclusion shall be null and void unless accepted in writing by Fourgroup, specifying new terms of delivery, prices and terms of payment where applicable.
4. Delivery dates
4.1. The terms of delivery stated on the Order Confirmation are indicative, without prejudice to Fourgroup's undertaking to observe the same as far as possible.
4.2. In any event, given the indicative nature of the terms of delivery, Fourgroup shall in no circumstances be held responsible for any direct or indirect damage to the Buyer on account of late delivery, unless shipment date has been guaranteed in a written way by Fourgroup Srl accepting an agreement with dayly penalty clauses in case of delay.
4.3. Fourgroup is entitled to postpone the delivery deadline or suspend the delivery of the contractual material, at its unchallengeable discretion:
a) should the Buyer fail to observe the conditions of payment established or be late in fulfiling its contractual obligations (such as, by way of a non-limiting example, the sending of advances, granting of guarantees, issue and presentation of credit instruments and other financial fulfilments) including those relating to previous relations with Fourgroup;
b) force majeure and like instances, such as, by way of a non-limiting example strikes, lock-outs or abstention from labour, epidemic, war, requisition, fire, flood, processing incidents and stoppages and/or delays in transportation, blackout or inadequacy of power supplies and any other event that cannot be attributed to Fourgroup or its suppliers;
c) failure on the part of the Buyer to provide Fourgroup, in good time, with any information it has undertaken to provide and necessary for the supply and/or materials to be delivered.
d) when amendments are made to the Order, even with Fourgroup's acceptance;
e) in the event of difficulties in procurement of raw materials.
In cases in which suspension of supplies or extension in delivery deadlines are due to causes that can be referred in any way to the Buyer (such as, by way of a non limiting example, those cases set forth in the previous paragraph under points a, c and d), Fourgroup shall be entitled to claim compensation from the Buyer for the damage suffered.
4.4 Delayed delivery shall not in any case entitle the Buyer to claim for compensation for damage.
5. Suspended or cancelled orders
5.1. In the event of the Buyer's suspending or cancelling an order, Fourgroup reserves the right to invoice the Buyer in respect of:
a) the cost, calculated pro-rata, of materials utilized and of work accomplished in filling the order thus far. The merchandise in this instance remaining at the Buyer's disposal;
b) increased expenditure ensuing to Fourgroup from the Buyer's failure to settle, in addition to 20% of the difference between the order sum-total and the amount previously arrived at by the application of point a).
6. Deliveries
6.1. Delivery is usually understood as ex-works (EXW) at Fourgroup's premise.
6.2. Specifically, delivery may be said to have taken place, to all intents and purposes, with the sending of notice (which may simply take the form of an invoice) either to the effect that merchandise is available for collection by the Buyer, or to the effect that it has been handed over to the freight company.
6.3. Once notice has been received that the goods are ready, the Buyer must swiftly indicate the name of the freight company, when appointed by the same, which will collect the goods. The Buyer must also arrange insurance cover for transportation.
6.4. In case of the late collection of merchandise made ready by Fourgroup for any reason whatsoever not attributable to lack of goodwill on the part of Fourgroup, the goods shall be considered delivered starting from the communication that the goods were ready for collection, with the following consequences:
a) Fourgroup shall be entitled to issue the relative invoice and claim fulfilment of the terms of payment established;
b) Fourgroup may package, transport or store the material at the Buyer's expense, without prejudice to its right to claim for any damage suffered, including the costs forwarehousing, keeping and storage of the goods.
7. Payment
7.1. Payments must be remitted to Fourgroup's place of business, and made in accordance with such conditions as are agreed; any remittance made at location or in manner differing therefrom, may not be deemed valid and shall consequently not have a redeeming effect for the Buyer
7.2 In the event of late payment at the agreed deadlines, Fourgroup shall be entitled to charge penalty interest pursuant to Legislative Decree no. 231 of 9th October 2002.
7.3. Any claims or disputes give no right to the Buyer to suspend or delay the payment of invoices.
7.4. The issue of bills of exchange, IOUs, drafts, cheques or any other form of payment or guarantee shall not cause any amendment to the contract or any of the contract clauses (specifically, it shall not change the place of jurisdiction in the case of a dispute) and shall be exclusively considered as aimed at facilitating the definition of the relationship,without having any novation effect.
7.5. Advance payment to Fourgroup shall always be non-interest bearing.
8. Freightforwarding
8.1. All transactions regarding transport, insurance, customs and excise, handling, and delivery are at the care,expense and risk of the Buyer, whose responsibility it is both to check the merchandise upon arrival and to make any claim against the freight company by direct approach, even where merchandise has been dispatched carriage-paid.
8.2. In those cases where Fourgroup's transport facilities are utilized for shipping merchandise, the latter is to be dispatched, ex-works at best, with the Buyer duly assuming total responsibility thereof.
9. Claims
9.1. Any claim or contestation on the part of the Buyer with regard to merchandise supplied, must be forwarded in writing to Fourgroup within 8 working days of the date of delivery of the goods and sent to Fourgroup
9.2. In the event of claims for tampering with or shortage of goods, the Buyer shall promptly notify the freight company in writing at the time the goods are received.
10. Warranty
10.1. Fourgroup guarantees the good operation of the standard Fourgroup products for 12 months from the date of their dispatch. This warranty period could be extended and become 18 months if the goods have stand in our retailer's warehouses.
10.2. The warranty is limited to repair or replacement of parts at Fourgroup's unchallengeable discretion, forwarded carriage-paid to an address specified Fourgroup, which show recognizable defects due to defective materials or manufacturing. The parts replaced remain property of Fourgroup.
10.3. The warranty does not cover parts that are subject to natural wear or deterioration (such as, by way of a non-limiting example, seal rings, fuse, filters, warning light).
10.4. No other compensation of any kind is envisaged by the warranty, neither can there be any question of claims for damages of any kind, direct or indirect, (including by third parties), even in respect of temporarily suspended use of the merchandise purchased. Examination of such defects and the causes thereof is to be carried out at one of Fourgroup's factories, by Fourgroup.
10.5 Expenses relating to operations (such as, for example, labour, dismantling, reassembly, transport, board and lodgings) by Fourgroup's personnel to outside locations for the purpose, are chargeable to the Buyer, even in case the right to repairs under warranty has been acknowledged. Fourgroup will be chargeable only for the costs of replaced parts and the time needed to replace them.
10.6. The warranty ceases to be effective for products stored, installed utilized or maintained in a negligent or improper mannner, i.e. not in accordance to Fourgroup's instructions, or modified and/or repaired in any way whatsoever, or entirely or partially disassembled
10.7. The warranty also excludes damages and/or defects and/or abnormalities deriving from external components (such as, by way of a non-limiting example lightnings, atmospheric discharge etc.).
10.8. The warranty mentioned in article 10 replaces and excludes any other form of warranty, even legal.
10.9. The Buyer's entitlement to the warranty mentioned in this article shall be null and void in the case of non-performance of even just one of the contractual obligations assumed,specifically as regards the conditions of payment.
10.10. Any repairs under warranty and/or not under warranty are to be required in writing by the Buyer to Fourgroup Srl, writing the serial number of the product, defect claimed,mentioning purchasing document.
10.11. For replaced or repaired parts and for these alone, the warranty period recommences and void the same day of the expiry date of the warranty of the product or of electrical equipment.
11. Liability
11.1. Should Fourgroup be liable for faulty products, the compensation shall not in any case exceed the purchase price of the same faulty products.
11.2. Fourgroup shall not in any case be liable for indirect damage such as, for example, loss of clientele, turnover, production, profit, image or any damage to the Buyer for any action taken against it by third parties.
11.3. Fourgroup shall not in any case be liable when product defects are due, by way of a non-limiting example, to:
a) improper, incorrect or excessive use;
b) improper, incorrect or inadequate maintenance
c) product use that is unusual or contrary to Fourgroup's warnings or, in any case, different to its intended use;
d) use of product with non-original components;
e) improper conservation
12. Applicable law, jurisdiction and place of jurisdiction
12.1. Any dispute concerning the stipulation, validity, interpretation, execution and termination of this agreement shall be governed by Italian Law and the court of Padova shall have sole jurisdiction, with the exclusive jurisdiction of the Italian judge, with the explicit exclusion of any other court.
13. Proprietorship of goods. Indemnity
13.1. The property of the goods forming the subject of this sale is of Fourgroup and shall be transferred to the Buyer only upon full payment of the agreed price by the Buyer pursuant to articles 1523 f. of the Italian Civil Code.
13.2. Non-payment within the established terms of even just one instalment amounting to over one eighth of the sale price or non-payment of two instalments regardless of the sum of the same, according to the agreed terms, shall automatically invalidate the Buyers' acceleration clause, with Fourgroup consequently being entitled to full and immediate payment, in a single settlement of the full residual credit.
13.3. Furthermore, when preferred by Fourgroup, it shall be entitled to terminate the agreement and consequently obtain immediate return of the material delivered, withhold as indemnity, all the installments paid and demand payment of the instalments expired and 3/5 (three fifths) of those yet to expire, without prejudice to compensation for further damage.
14. Form of the agreement
14.1. This agreement represents the only negotiation instrument governing relations between the Parties.
14.2. Any agreements to derogate, amend and/or supplement these General Conditions of Sale shall be stipulated and proven in writing.
14.3. The Buyer hereby agrees to have received and carefully examined the technical documentation provided by Fourgroup, drawn up in Italian and English, regarding the material acquired.
15. Invalid clauses
15.1. The Parties hereby explicitly agree that the invalidity of one or more provisions of this agreement shall not affect the validity of the agreement as a whole.
Any clause or condition drawn up by the Buyer shall become null and void if found to be in conflict with the following conditions.
1. Quotes, orders and order confirmation
1.1. Estimates issued by Fourgroup, including the description, technical features and prices of the goods shall not in any case be considered as a binding sales agreement,but rather a quote. The conditions set forth in said quote shall lose all validity and effect thirty days from the time they are transmitted to the Customer, unless Fourgroup receives an Order from the Customer in the meantime.
1.2. The Buyer's Order must include indication of the quantity and name of the products required. Unwritten orders (required by phone or verbally) have to be confirmed with a written reply by the buyer; otherwise Fourgroup doesn't take charge of any kind of mistakes about orders proceeding.
1.3. The mere sending of the Order by the Buyer shall imply that the Buyer has read and is familiar with all these General Conditions of Sale, which shall consequently be fully accepted unconditionally and without estriction by the Parties.
1.4. Buyer's Orders only become binding for the Fourgroup after the latter has sent an Order Confirmation to the Buyer. The Buyer will totally accept these General Condition of Sales, products quantity and prices, once two days have elapsed from the receiving of order confirmation even if the buyer doesn't send the same order confirmation stamped and countersigned to Fourgroup
1.5. Information provided in catalogues, schedules and price-lists is not binding for Fourgroup, which reserves the right to make any modification whatever to its products and to prices thereof in view of which, the Fourgroup is to be considered bound only by such details as appear in the relative Order Confirmation.
1.6. Fourgroup's catalogues have been drawn up with the utmost attention in order to ensure the accuracy of information, however, Fourgroup declines responsibility for any errors or omissions contained in the same, as the Parties are only bound by the contents of Orders, Order Confirmation and these General Conditions of Sale.
2. Conclusion of the contract
2.1. The contract of sale shall only be considered as concluded with Fourgroup's explicit acceptance thereof by means of the Order Confirmation issued by Fourgroup.
3. Prices
3.1. The contract prices are those set forth in the Order Confirmation, and are to be considered as being for merchandise made ready by Fourgroup "ex-works" (EXW), according to Incoterms (International Commerce Terms).
3.2. Any amendment to the contract requested by the Buyer after its conclusion shall be null and void unless accepted in writing by Fourgroup, specifying new terms of delivery, prices and terms of payment where applicable.
4. Delivery dates
4.1. The terms of delivery stated on the Order Confirmation are indicative, without prejudice to Fourgroup's undertaking to observe the same as far as possible.
4.2. In any event, given the indicative nature of the terms of delivery, Fourgroup shall in no circumstances be held responsible for any direct or indirect damage to the Buyer on account of late delivery, unless shipment date has been guaranteed in a written way by Fourgroup Srl accepting an agreement with dayly penalty clauses in case of delay.
4.3. Fourgroup is entitled to postpone the delivery deadline or suspend the delivery of the contractual material, at its unchallengeable discretion:
a) should the Buyer fail to observe the conditions of payment established or be late in fulfiling its contractual obligations (such as, by way of a non-limiting example, the sending of advances, granting of guarantees, issue and presentation of credit instruments and other financial fulfilments) including those relating to previous relations with Fourgroup;
b) force majeure and like instances, such as, by way of a non-limiting example strikes, lock-outs or abstention from labour, epidemic, war, requisition, fire, flood, processing incidents and stoppages and/or delays in transportation, blackout or inadequacy of power supplies and any other event that cannot be attributed to Fourgroup or its suppliers;
c) failure on the part of the Buyer to provide Fourgroup, in good time, with any information it has undertaken to provide and necessary for the supply and/or materials to be delivered.
d) when amendments are made to the Order, even with Fourgroup's acceptance;
e) in the event of difficulties in procurement of raw materials.
In cases in which suspension of supplies or extension in delivery deadlines are due to causes that can be referred in any way to the Buyer (such as, by way of a non limiting example, those cases set forth in the previous paragraph under points a, c and d), Fourgroup shall be entitled to claim compensation from the Buyer for the damage suffered.
4.4 Delayed delivery shall not in any case entitle the Buyer to claim for compensation for damage.
5. Suspended or cancelled orders
5.1. In the event of the Buyer's suspending or cancelling an order, Fourgroup reserves the right to invoice the Buyer in respect of:
a) the cost, calculated pro-rata, of materials utilized and of work accomplished in filling the order thus far. The merchandise in this instance remaining at the Buyer's disposal;
b) increased expenditure ensuing to Fourgroup from the Buyer's failure to settle, in addition to 20% of the difference between the order sum-total and the amount previously arrived at by the application of point a).
6. Deliveries
6.1. Delivery is usually understood as ex-works (EXW) at Fourgroup's premise.
6.2. Specifically, delivery may be said to have taken place, to all intents and purposes, with the sending of notice (which may simply take the form of an invoice) either to the effect that merchandise is available for collection by the Buyer, or to the effect that it has been handed over to the freight company.
6.3. Once notice has been received that the goods are ready, the Buyer must swiftly indicate the name of the freight company, when appointed by the same, which will collect the goods. The Buyer must also arrange insurance cover for transportation.
6.4. In case of the late collection of merchandise made ready by Fourgroup for any reason whatsoever not attributable to lack of goodwill on the part of Fourgroup, the goods shall be considered delivered starting from the communication that the goods were ready for collection, with the following consequences:
a) Fourgroup shall be entitled to issue the relative invoice and claim fulfilment of the terms of payment established;
b) Fourgroup may package, transport or store the material at the Buyer's expense, without prejudice to its right to claim for any damage suffered, including the costs forwarehousing, keeping and storage of the goods.
7. Payment
7.1. Payments must be remitted to Fourgroup's place of business, and made in accordance with such conditions as are agreed; any remittance made at location or in manner differing therefrom, may not be deemed valid and shall consequently not have a redeeming effect for the Buyer
7.2 In the event of late payment at the agreed deadlines, Fourgroup shall be entitled to charge penalty interest pursuant to Legislative Decree no. 231 of 9th October 2002.
7.3. Any claims or disputes give no right to the Buyer to suspend or delay the payment of invoices.
7.4. The issue of bills of exchange, IOUs, drafts, cheques or any other form of payment or guarantee shall not cause any amendment to the contract or any of the contract clauses (specifically, it shall not change the place of jurisdiction in the case of a dispute) and shall be exclusively considered as aimed at facilitating the definition of the relationship,without having any novation effect.
7.5. Advance payment to Fourgroup shall always be non-interest bearing.
8. Freightforwarding
8.1. All transactions regarding transport, insurance, customs and excise, handling, and delivery are at the care,expense and risk of the Buyer, whose responsibility it is both to check the merchandise upon arrival and to make any claim against the freight company by direct approach, even where merchandise has been dispatched carriage-paid.
8.2. In those cases where Fourgroup's transport facilities are utilized for shipping merchandise, the latter is to be dispatched, ex-works at best, with the Buyer duly assuming total responsibility thereof.
9. Claims
9.1. Any claim or contestation on the part of the Buyer with regard to merchandise supplied, must be forwarded in writing to Fourgroup within 8 working days of the date of delivery of the goods and sent to Fourgroup
9.2. In the event of claims for tampering with or shortage of goods, the Buyer shall promptly notify the freight company in writing at the time the goods are received.
10. Warranty
10.1. Fourgroup guarantees the good operation of the standard Fourgroup products for 12 months from the date of their dispatch. This warranty period could be extended and become 18 months if the goods have stand in our retailer's warehouses.
10.2. The warranty is limited to repair or replacement of parts at Fourgroup's unchallengeable discretion, forwarded carriage-paid to an address specified Fourgroup, which show recognizable defects due to defective materials or manufacturing. The parts replaced remain property of Fourgroup.
10.3. The warranty does not cover parts that are subject to natural wear or deterioration (such as, by way of a non-limiting example, seal rings, fuse, filters, warning light).
10.4. No other compensation of any kind is envisaged by the warranty, neither can there be any question of claims for damages of any kind, direct or indirect, (including by third parties), even in respect of temporarily suspended use of the merchandise purchased. Examination of such defects and the causes thereof is to be carried out at one of Fourgroup's factories, by Fourgroup.
10.5 Expenses relating to operations (such as, for example, labour, dismantling, reassembly, transport, board and lodgings) by Fourgroup's personnel to outside locations for the purpose, are chargeable to the Buyer, even in case the right to repairs under warranty has been acknowledged. Fourgroup will be chargeable only for the costs of replaced parts and the time needed to replace them.
10.6. The warranty ceases to be effective for products stored, installed utilized or maintained in a negligent or improper mannner, i.e. not in accordance to Fourgroup's instructions, or modified and/or repaired in any way whatsoever, or entirely or partially disassembled
10.7. The warranty also excludes damages and/or defects and/or abnormalities deriving from external components (such as, by way of a non-limiting example lightnings, atmospheric discharge etc.).
10.8. The warranty mentioned in article 10 replaces and excludes any other form of warranty, even legal.
10.9. The Buyer's entitlement to the warranty mentioned in this article shall be null and void in the case of non-performance of even just one of the contractual obligations assumed,specifically as regards the conditions of payment.
10.10. Any repairs under warranty and/or not under warranty are to be required in writing by the Buyer to Fourgroup Srl, writing the serial number of the product, defect claimed,mentioning purchasing document.
10.11. For replaced or repaired parts and for these alone, the warranty period recommences and void the same day of the expiry date of the warranty of the product or of electrical equipment.
11. Liability
11.1. Should Fourgroup be liable for faulty products, the compensation shall not in any case exceed the purchase price of the same faulty products.
11.2. Fourgroup shall not in any case be liable for indirect damage such as, for example, loss of clientele, turnover, production, profit, image or any damage to the Buyer for any action taken against it by third parties.
11.3. Fourgroup shall not in any case be liable when product defects are due, by way of a non-limiting example, to:
a) improper, incorrect or excessive use;
b) improper, incorrect or inadequate maintenance
c) product use that is unusual or contrary to Fourgroup's warnings or, in any case, different to its intended use;
d) use of product with non-original components;
e) improper conservation
12. Applicable law, jurisdiction and place of jurisdiction
12.1. Any dispute concerning the stipulation, validity, interpretation, execution and termination of this agreement shall be governed by Italian Law and the court of Padova shall have sole jurisdiction, with the exclusive jurisdiction of the Italian judge, with the explicit exclusion of any other court.
13. Proprietorship of goods. Indemnity
13.1. The property of the goods forming the subject of this sale is of Fourgroup and shall be transferred to the Buyer only upon full payment of the agreed price by the Buyer pursuant to articles 1523 f. of the Italian Civil Code.
13.2. Non-payment within the established terms of even just one instalment amounting to over one eighth of the sale price or non-payment of two instalments regardless of the sum of the same, according to the agreed terms, shall automatically invalidate the Buyers' acceleration clause, with Fourgroup consequently being entitled to full and immediate payment, in a single settlement of the full residual credit.
13.3. Furthermore, when preferred by Fourgroup, it shall be entitled to terminate the agreement and consequently obtain immediate return of the material delivered, withhold as indemnity, all the installments paid and demand payment of the instalments expired and 3/5 (three fifths) of those yet to expire, without prejudice to compensation for further damage.
14. Form of the agreement
14.1. This agreement represents the only negotiation instrument governing relations between the Parties.
14.2. Any agreements to derogate, amend and/or supplement these General Conditions of Sale shall be stipulated and proven in writing.
14.3. The Buyer hereby agrees to have received and carefully examined the technical documentation provided by Fourgroup, drawn up in Italian and English, regarding the material acquired.
15. Invalid clauses
15.1. The Parties hereby explicitly agree that the invalidity of one or more provisions of this agreement shall not affect the validity of the agreement as a whole.
