1. General provisions
1.1. These General Sales Terms and Conditions (hereinafter the “GSTC”) shall regulate only business-to-business (B2B) contractual relationships between SILICONI COMMERCIALE SPA (hereinafter “SILICONI” or “the Seller”) and each of its business partner (hereinafter “the Buyer”) with reference to the sale of the Seller's products (hereinafter “the Products”) by and through the issue of orders and their following confirmations (hereinafter “the Sales Contract”).
1.2. Any and all diverging general terms and conditions and/or other contractual terms issued by the Buyer which would be in contradiction with the GSTC shall not be binding unless the Seller has expressly approved them in writing.
1.3. “Buyer” means the person or the business the person is employed by or represents, who is buying the Products for purposes related to his or her trade, business, or profession. These GSTC apply only in the B2B sector.
1.4. Any and all orders issued by the Buyer shall mean the unconditional acceptance of these GSTC, which will be sent to the Buyer with the respective offer or published on the website www.siliconi.it. These GSTC constitute an integral and essential part of the Sales Contract.
1.5. Non-application of GSTC shall be effective only if agreed in writing by the Parties and limited to the order to which they refer.
1.6. The Seller may change or amend these GSTC over time provided that the new release will become effective upon their publication on the website www.siliconi.it.
2. Purchase orders
2.1. Offers made by the Seller are not binding unless otherwise shown in the offers themselves.
2.2. Any and all orders placed by the Buyer shall become binding and effective after the relevant confirmation issued by SILICONI.
2.3. The Seller reserves the right to accept or not the orders sent by the Buyer as well as the right to modify their content within eight (8) days of their receipt. in this case, the order shall be deemed confirmed with the acceptance by the Buyer.
2.4. The Buyer may request modifications to the order within two (2) business days from the date of receipt by the Seller. In this case, the Seller has the right to accept or reject modifications by sending written confirmation. Modifications received by Buyer after two (2) working days may be made subject to stock availability and may entail additional costs to be borne by the Buyer.
2.5. Order confirmation shall be binding and irrevocable once received by the Buyer. Unless otherwise agreed between the parties, confirmed orders cannot be canceled by one party only and both parties will be required to comply with their obligations. Specifically, the Buyer will always be required to pay the price of confirmed orders which may also include interest on arrears in the event of non-fulfillment when due.
3. Prices
3.1. The prices of the Products are those set forth in the price list in force at the time of order issue or the prices expressly agreed between the Parties referred into order confirmation. However, at any moment, the Seller has the right to modify the price lists indicated in the order confirmation. In such a case, the Buyer may legitimately cancel the order no later than 48 hours after the receipt of the new prices by the Seller.
3.2. The prices of the Products shall not include VAT, which will be paid upon payment of the invoice is due. Unless otherwise agreed by the parties, all prices quoted will include the packaging costs.
3.3. Payments shall be made with no delay according to the related terms indicated in the order confirmations.
3.4. In the event of late payment of invoices, prices shall be increased by the interests on arrears as provided for by D. Lgs. 231/2002 or applicable law.
3.5. If the Buyer fails to pay the issued invoice or part thereof within the maturity period, the Seller is entitled to suspend any other deliveries to the Buyer and to declare all claims arising out of the business relationship as immediately due and payable under art. 1186 c.c. Italian Civil Code or applicable law, as well as compensation for damages.
4. Terms of delivery
4.1. The delivery terms are to be considered not binding for the Seller unless otherwise agreed upon in writing between the Parties. The Seller shall not be liable for any delay in delivery that is not due to its willful misconduct or gross negligence. Failure to comply with the delivery terms will therefore not give the Buyer the right to seek compensation for damages, nor the right to cancel orders.
4.2. Any change of Products specifications which will be requested by the Buyer during the production phase shall release the Seller from any compliance with the agreed delivery terms. In such a case, the terms and conditions of delivery will be renegotiated between the parties. The Seller shall be entitled to make partial deliveries.
4.3. Unless otherwise agreed between the Parties in the order confirmation, all deliveries of Products shall be executed EXW (Incoterms 2020), Seller's location in Gambellara (VI). Buyer shall inform Seller of any delay in the collection of Products and shall bear all costs resulting from such delay.
4.4. If on-demand delivery is agreed, it shall be made within and no later than three (3) months from the date of order confirmation, unless otherwise expressly agreed in writing between the Parties. In the event of an out-of-term recall, the Seller shall have the right to ship the Products to the Buyer at the latter's expense.
5. Payment term
5.1. Payments shall be made exclusively to the Seller under the terms and conditions agreed upon or referred to in the order confirmation.
5.2. Any complaints and/or disputes do not give the Buyer the right to suspend or, in any way, delay payment of the Products that are subject of the complaint and/or dispute, nor other supplies. No complaints may be brought or raised by the Buyer unless the Products involved in such complaint will have been paid for in full.
5.3. The Buyer shall not be entitled to make any set-off, deduction, or withholding from the agreed price (e.g., in the event of alleged defects of the Products) unless previously agreed upon in writing with the Seller.
6. Warranty conditions
6.1. The Seller guarantees that the Products purchased by the Buyer will meet the specifications indicated in the technical data sheets of each item. The Products are guaranteed in relation to their normal use, any guarantee being excluded in the case of uses other than those recommended. The warranty released by the Seller will expire 12 months after the delivery of the Products. The above warranty shall apply provided that the Product does not have a shorter Shelf life period, in which case the warranty shall have a duration equal to the Shelf life of the Product.
6.2. On receipt the Buyer is required to check if the Products packaging is damaged or altered; he is also required to check the conditions of the Products. Any apparent defeat in Products must be indicated and noted by the Buyer on the transport documentation.
6.3. Any deviation concerning the quantity, features, or type of the Products supplied must be immediately notified in writing to Seller through mail or electronic mail with a return of receipt and in any event no later than 8 (eight) days from their delivery. After this term, the Products will be considered accepted and no claim will be processed.
6.4. Hidden defects shall be notified without delay, or, at the latest within 8 (eight) days from their discovery, and in any case not later than the warranty period provided in paragraph 6.1. The notice sent by the Buyer must specify precisely the defect found. Defective Products shall be available to Seller for inspection on demand.
6.5. The warranty of Products shall not be effective in the following cases: non-payment of all amounts due; Products damaged during transport for which an acceptance with a reserve has not been made in accordance with the previous paragraph 6.2; neglect, insufficient or lack of maintenance; damage resulting from improper use or storage of the Products; damage resulting from fire, accidents, unforeseeable events or other use of the Products beyond Seller’s control; non-compliance or failure to comply with the instructions provided by the Seller regarding installation, assembly, maintenance, repair or replacement; damage resulting from technical specifications required by the Buyer.
6.6. Should a deviation or defect of Products be occurred, the Seller may provide, at its sole discretion, with the repair or replacement free of charge of Products, unless the circumstances or the mutual consent of the Parties have led to a remedy other than those above.
6.7. The Seller shall not be liable in case of carelessness, tampering (addition or removal of components; fixing up carried out by unauthorized personnel), negligence in the installation or installation carried out in environments not complying with the specifications recommended by the Seller, improper use of the products, negligent storage of the same, force majeure. The Seller declines all responsibility for any damage that may be caused, directly or indirectly, to persons or things as a result of failure to comply with all the instructions indicated in the technical documentation accompanying the products, and in particular the warnings on their installation, use or maintenance.
6.8. Any dispute concerning a single delivery does not relieve the Buyer from the obligation to collect the remaining Products included in any order, or any other order not related to one under scrutiny.
7. Force majeure
7.1. “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediments which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this contract or to have avoided or overcome it or its consequences. A party affected by force majeure shall not be deemed to be in breach of the Sales Contract, or otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under the Sale Contract to the extent that the delay or non-performance is due to any force majeure of which it has notified the other party in accordance with the provisions herein (7.2). The time for performance of that obligation shall be extended accordingly, subject to paragraph (7.3).
7.2. If any Force Majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under the Sales Contract, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
7.3. If the performance by either party of any of its obligations under this contract is prevented or delayed by force majeure for a continuous period over thirty (30) days, the parties shall negotiate in good faith, and use their best endeavors to agree upon such amendments to the Sales Contract or alternative arrangements as may be fair and reasonable with a view to alleviating its effects, but if they do not agree upon such amendments or arrangements, the other party shall be entitled to terminate the Sales Contract by giving written notice to the party affected by the Force majeure.
7.4. Cases of Force majeure affecting the Seller's subcontractors shall apply as Force majeure on the part of the Seller.
8. Liability
8.1. The Seller shall only be liable for direct damages resulting from wilful misconduct or gross negligence.
8.2. The Seller shall not be held liable:
- for any indirect damage, including consequential damage, and/or
- any intangible damage suffered by the Buyer or any third party as a result of the Seller's breach of Contract or any person for whom the Buyer is responsible by law.
8.3. Buyer shall indemnify and hold Seller harmless from any third party claim made for any reason whatsoever for damages, costs, interest, and/or losses arising from the Products delivered by the Seller.
9. Termination
9.1. In addition to any remedy that may be provided under these Terms and Conditions, Seller may suspend or terminate the Contract with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Contract. (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. The seller may request the restitution of the products delivered and not paid in full, or to compensate the sums due without prejudice to his right to obtain compensation for damages. Upon the occurrence of any of the events referred to under, all payments to be made by Buyer under the Contract shall become immediately due and payable.
10. Title retention
10.1. The Seller shall retain ownership of the goods delivered until the receipt of all payments arising from the business relationship. The Buyer shall undertake to handle the Products carefully. The Buyer shall also take out adequate insurance based on the replacement value against damage caused by fire, water pipeline leaks, storm/hail, burglary, sprinkler leakage, and natural hazards.
10.2. The Buyer shall make reasonable efforts to comprehensively support the Seller in safeguarding its rights according to this clause in the country where the Products are located.
10.3. Processing or altering/transformation of the Products by the Buyer shall always be performed for and on behalf of the Seller. If the Products are inseparably mixed or combined with other objects not owned by the Seller, the Seller shall acquire co-ownership of the new object at the ratio of the Products value to the other mixed objects at the time of mixing or combination respectively. The Buyer shall keep in safe storage the so-created sole ownership for the Seller.
10.4. In the event of actions exercised by third parties on the Products subject to retention of title, the Buyer shall inform the third parties that such Products are the property of the Seller, informing the latter of such action. In any case, all costs, expenses, and charges related to the obligations under this paragraph shall be borne by the Buyer.
10.5. If the Buyer acts in breach of the contract, in particular in case of delayed payment, the Buyer shall be entitled to take back the Products delivered subject to title retention. In case of delayed payments, setting a deadline beforehand shall not be required. The Buyer hereby grants the Seller, or a third party designated by the Seller, access to the buyer’s business premises and warehouses during usual business hours to take back the Products. The Seller or the designated third party shall be granted access to the Products and the Buyer shall provide sufficient support in removing the Products. Further claims of the Seller shall remain unaffected.
10.6. The Buyer may not exercise any right of retention or request any additional costs in connection with obligation provided for in paragraph 10.1.
11. Intellectual property
11.1. All printed documents and other documents (price lists, catalogs, or other similar documents, also on a computer and digital support) relating to the Products are the exclusive property of the Seller. Their reproduction, even partial, is forbidden unless previously authorized by the Seller.
11.2. The Buyer undertakes not to use the trademarks used by the Seller, without the prior written consent of the Seller and also concerning Products, promotions, or various publications.
12. Applicable Law and Jurisdition
12.1. These Terms and Conditions and the related Orders are governed exclusively by Italian law.
12.2. Should a dispute arise between the Parties in connection with these GSTC and the related Orders, they will attempt an amicable settlement of the dispute. Either Party may request that they be involved in the negotiations by their respective Heads in the area of business involved. It is understood that if no agreement can be reached within thirty (30) days from the date of dispatch of the notice by which the diligent party has declared its intention to bring the above attempt at reconciliation, each Party shall have the right to appeal to the mode of settlement of disputes referred to in the following paragraph.
12.3. Any dispute concerning the validity, performance, and interpretation of these GSTC and any particular Order will be settled under Italian jurisdiction and referred exclusively to the Court of Vicenza.
13. Miscellaneous
13.1. Should individual provisions of these General Conditions be or become null and void, the validity of the remaining provisions shall remain unaffected.
13.2. These GSTC are drawn up in different languages. In case of any interpretation ambiguity, the Italian version shall prevail.
