1. Scope of application
1.1. These General Terms and Conditions of Sale (the “General Terms”) apply to all commercial relationships relating to or connected with the manufacture, purchase, supply and installation of our products (the “Products” or a “Product”) manufactured or marketed by FRATELLI TAMELLIN SRL (hereinafter also the “Seller”), unless otherwise specified in separate written terms and conditions of sale. The General Terms are published and freely available on the website www.lamieretamellin.com and shall therefore be deemed to be known and accepted by the Buyer (hereinafter also the “Buyer”), including by conduct or other conclusive acts, irrespective of the Buyer’s express written acceptance.
2. Scope of supply
2.1. The supply includes only what is expressly specified in the quotation and order confirmation. Any other service and/or supply not expressly indicated is excluded.
3. Prices and payments
3.1. All prices stated in our quotations and order confirmations are expressed in euros and are exclusive of VAT and any taxes or duties, which will be charged separately at the time of invoicing.
3.2. The agreed prices shall remain valid and unchanged for 5 (five) days following order confirmation in the case of sales of materials. In the case of work to be performed, the agreed prices shall remain valid and unchanged for the period scheduled for completion as stated in the order confirmation. In the event of significant fluctuations in raw-material prices or circumstances making the pricing of materials unforeseeable, our Company reserves the right to unilaterally shorten the offer’s validity period.
3.3. If the payment terms provide for an initial payment, this shall be deemed earnest money confirming the contract (caparra confirmatoria) pursuant to Article 1385 of the Italian Civil Code, unless otherwise agreed. The Seller may refrain from commencing performance of the contract until such amount has been paid. In the event of late payment, the Seller may postpone performance by a period equivalent to the delay. The Seller may also withdraw from the contract in light of work commitments undertaken in the meantime. In the event of the Buyer’s breach, the Seller may withdraw from the contract and retain the earnest money, without prejudice to its right to claim compensation for any greater loss.
3.4. In the event of delays in payments subsequent to the first payment, the Seller shall be entitled to suspend the supply, extend delivery times, demand full payment for the work carried out (including interest and compensation), and terminate the contract. These rights apply to all payment delays and are expressly agreed for the benefit of the Seller. Exercising these rights shall not prevent the Seller from taking further legal action to protect its commercial and financial interests.
3.5. Where payment of the balance is due upon acceptance testing or within a specified period thereafter, and such testing cannot be carried out for reasons not attributable to the supplying company, the Customer/Client shall nevertheless pay the agreed amount and may not rely on the absence of acceptance testing to suspend or delay payment of instalments that have fallen due or of the agreed balance.
4. Orders and order confirmations
4.1. A supply order submitted by the Buyer shall be deemed accepted by the Seller, and the contract therefore concluded, as soon as the Buyer returns the order confirmation signed for acceptance or the Seller begins performing the order through actions implying acceptance.
4.2. Any requests for changes made after the order confirmation has been issued must be assessed and confirmed in writing by our Company in order to be valid. Any verbal agreements shall be valid and effective only if confirmed in writing by our Company.
4.3. The supply order submitted by the Buyer shall be considered an offer to purchase pursuant to Article 1329 of the Italian Civil Code and shall remain valid for 7 working days from its receipt by the Seller. Once submitted, the supply order may not be revoked or amended without the Seller’s written consent.
4.4. If the Customer decides, for any reason, to postpone or reduce the order, the Seller shall be entitled to charge the Customer for the cost of work already performed up to the date of the change, as well as all related expenses incurred up to that time, including compensation equal to 20% of those amounts. The Company may claim additional compensation for the unused production capacity previously reserved for the order that has now been reduced or postponed, with such compensation calculated according to the financial loss resulting from the Customer’s decision.
5. Delivery times
5.1. Delivery times shall be agreed between the parties and shall in any event be calculated from the date on which our Company receives the order confirmation or any materials supplied by the Customer for processing.
5.2. Delivery times are calculated in working days and are not essential terms. The Seller undertakes to meet the delivery times agreed with the Customer, subject to cases of force majeure.
5.3. Any delay in or failure to deliver the Products within the stated times shall not entitle the Customer to terminate the contract or claim compensation for direct, indirect, consequential or any other kind of damage, unless expressly agreed otherwise and where such delay or failure is due to our proven gross negligence.
5.4. If the parties agree to changes to the Products after the Contract has been concluded and while it is being performed, the delivery times shall automatically be extended by a reasonable period, at the Seller’s discretion, necessary to implement such changes, unless the Supplier specifies otherwise.
5.5. Delivery times may be suspended in the following circumstances: (a) fortuitous events and/or force majeure and/or other circumstances not attributable to wilful misconduct and/or negligence on the part of the Seller, including, by way of example, strikes, industrial action, lockouts, fires, floods, unforeseen business difficulties, unexpected labour shortages, or unexpected shortages of raw materials and/or energy; (b) impediments, delays or failure by the Seller’s suppliers to deliver materials for reasons not attributable to the Seller; (c) breach by the Buyer where the Buyer fails to provide in a timely manner anything requested by the Seller for proper fulfilment of the order, including any materials supplied by the Buyer for processing; (d) failure by the Buyer to meet any agreed payment deadline, including in relation to other supplies. Any other legal remedies remain unaffected, as does the right to charge interest pursuant to Italian Legislative Decree No. 231/2002, as subsequently amended.
5.6. Delivery periods shall begin to run afresh on the day following the cessation of the circumstance that caused their suspension.
6. Delivery terms and collection
6.1. Products are generally sold EX WORKS (EXW) in Villafranca di Verona for domestic sales and FCA in Villafranca di Verona for international sales, unless otherwise agreed in writing or specified in the order confirmation.
6.2. When the Products are ready for delivery, the Seller shall notify the Buyer that the goods are ready and shall proceed with invoicing. The Buyer, or a third party specifically appointed by the Buyer, must collect the Products no later than 5 (five) working days after the notice that the goods are ready is sent. This period is referred to as the “Collection Period”. After this period has elapsed, the Seller may charge the Buyer for storage, warehousing and safekeeping costs, as well as any other costs or expenses incurred as a result of the failure to collect the Products after notice that the goods are ready.
7. Delivery subject to acceptance testing
7.1. In the case of supplies, works or services requiring acceptance testing, the Customer shall appoint, within 48 hours, a qualified person authorised to accept the supply upon completion of installation and to verify the quality and proper functioning of the Products. An acceptance document may be provided on a case-by-case basis to confirm handover.
7.2. If the person responsible is appointed late or not appointed at all, functional tests and acceptance testing shall be carried out by our personnel in accordance with our internal specifications. The Customer/Client hereby acknowledges the full validity and effectiveness of the acceptance testing and tests performed in this manner. In any event, acceptance testing must take place within the same month in which the work is completed. In all cases, the Seller shall proceed with invoicing, considering the service completed.
8. Invoicing
8.1. Without prejudice to any other cases provided for in the preceding clauses, the Seller shall issue the invoice in accordance with the terms set out in the Contract.
8.2. Failure to raise a specific, documented objection to an invoice shall constitute full confirmation of acceptance of the Products.
9. Authorisation to subcontract
9.1. Manufacturing, installation and any related on-site installation work may be entrusted to installation companies authorised by us, specialising in such work and equipped with their own full organisation and equipment.
10. Costs payable by the Customer/Client
10.1. In addition to statutory VAT, the agreed price always excludes other taxes, duties and contributions relating to any installation work. Unless otherwise provided in writing, it also excludes all costs for drawings, designs, analyses, consultancy, prototyping, regulatory compliance and certifications, unless specifically agreed in accordance with these General Terms.
11. Additional work outside the contract
11.1. Any work not included in the original offer requires a separate written order from the Buyer/Customer before it is carried out. In the absence of such an order, the additional work will in any event be itemised and charged on the invoice in accordance with the payment terms of the original contract, applying the Seller’s list prices for materials, labour and all other direct and indirect costs.
11.2. The Customer/Client accepts and assumes full responsibility for any additional costs not provided for in the initial offer and gives prior consent to the Seller’s claims relating to work outside the contract.
11.3. Any additional work outside the contract is subject to the agreed revision of the delivery times originally established, which may be postponed depending on the nature and extent of the additional work.
12. Suspension of work
12.1. If work must be suspended for reasons not attributable to the Seller, the Seller reserves the right to claim from the Buyer/Customer daily compensation, as well as reimbursement of any additional costs incurred as a result of the suspension. The Buyer/Customer must notify the resumption of work by registered letter at least 8 days in advance.
12.2. If installation is wholly or partially obstructed, or requires additional time, the resulting cost shall be calculated separately and charged to the Customer/Client.
13. Warranties and claims
13.1. Unless otherwise agreed, the Seller grants the Buyer a product warranty of 12 (twelve) months from the date of delivery of the Product, provided that the Products are used for their intended purpose. Upon delivery, the Buyer must verify that the Product conforms to the Contract. Any defects or faults must be reported, on pain of forfeiture of the relevant rights, within 8 (eight) days of delivery or, in the case of hidden defects that could not be identified immediately after arrival, within 8 (eight) days of discovery.
13.2. The Seller shall not be liable for faults or defects if the system or Products delivered have been tampered with or modified by the Customer/Client or by third parties. The Supplier shall also not cover costs or fees for warranty repairs carried out by other companies without prior agreement.
13.3. The warranty is limited to the free repair or replacement, in whole or in part, of the Product or its components that fail to conform due to manufacturing or material defects, as determined at the Seller’s sole discretion. Normal deterioration and wear and tear of the Products are excluded from the warranty.
13.4. Any claim relating to a specific supply shall not entitle the Buyer in any way to fail to pay, delay payment or suspend payments when due, including payments relating to other supplies. The Buyer is therefore prohibited from setting off payment of the price against claims relating to other and different supplies.
13.5. In all cases, the warranty provided by the Seller shall not apply if the Customer/Client is not compliant with its legal and contractual obligations, in particular the obligation to pay in accordance with the terms set out in the Contract.
13.6. Any other express or implied warranty of fitness for purpose or merchantability, as well as any other obligation or liability for direct, indirect, incidental or consequential damages, is expressly excluded and disclaimed to the extent permitted by law. In particular, to the fullest extent permitted by law, the Customer/Client hereby waives any right or action for recourse and/or to bring third-party warranty claims that it might otherwise have against end consumers and/or its own resellers, in the event of recourse claims brought by them under any law due to defects or non-conformity of the Products.
13.7. Claims submitted in any manner other than, or outside the time limits and procedures specified above shall not be considered and the Products or services supplied shall therefore be deemed fully accepted.
14. Provisions governing customer-supplied materials for processing
The Customer is responsible for timely delivery of raw materials suitable for processing. In the event of delays or supply of unsuitable materials, the Supplier may: (a) apply charges proportionate to the costs of reorganising work; (b) revise delivery times for the finished Product; (c) suspend processing where the materials are manifestly unsuitable.
14.1. Any additional costs arising from delays or unsuitability of the materials shall be borne by the Customer. The Supplier undertakes to promptly notify the Customer of any issues identified.
14.2. If the Customer cancels an order for processing of customer-supplied materials, the raw materials supplied by the Customer may be returned subject to payment of any additional costs charged to the Customer. The Supplier undertakes to notify the Customer in advance of the amount of such additional costs.
14.3. The Supplier may purchase strategic materials in advance on the basis of a verbal order from the Customer in anticipation of procurement difficulties. The Customer undertakes to confirm the verbal order in writing within [X] working days of being notified of the purchase. In the absence of written confirmation, the Customer shall nevertheless be obliged to purchase the materials, unless otherwise agreed. Any changes shall be agreed in good faith, taking into account the costs already incurred by the Supplier.
15. Extensions, payment instalments, and contractual and default interest
15.1. In the event of non-payment or late payment within the agreed terms, default interest shall be charged to the Buyer without the need for a formal notice of default, in accordance with Italian Legislative Decree No. 231/2002, as subsequently amended, at the rate established from time to time by the Minister of Finance or other competent authority. Such interest shall accrue from the day following the payment due date, in addition to any bank charges and without prejudice to the Seller’s right to claim compensation for any greater loss suffered. If no payment deadline has been specified, Article 4 (“Commencement of default interest”) of Legislative Decree No. 231/2002 on late payments in commercial transactions shall apply. Any subsequent changes to the applicable legislation shall amend and supplement this clause.
15.2. Any extension of the agreed payment deadlines and/or renewal of bills of exchange issued and/or recall, at the Buyer’s request, of cheques already presented for collection shall not constitute a novation of the contractual relationship established by the Contract, but merely a tolerance on the part of the Seller, and shall not preclude the charging of default interest.
15.3. In the event of a sale with payment of the price by instalments, failure to pay even a single instalment by its due date shall automatically cause the Buyer to forfeit the benefit of the term. Without prejudice to the preceding clauses, the Seller may therefore seek full payment of the outstanding balance of the price, following written notice.
16. Assignment of receivables and of the Contract
16.1. The Seller reserves the right to assign or transfer this Contract to a third party at any time, subject to prior notice to the Customer/Client, who may not object to such decision in any way.
16.2. The Customer/Client shall be liable to the Seller for any damage or expense arising from failure to pay the assigned receivable, including costs, interest (including interest exceeding statutory rates), damages and other amounts.
17. Cancellation of the Contract
17.1. If the Customer/Client withdraws from the Contract after work has commenced, a calculation shall be made including the cost of all materials purchased or supplied for the order and the work already performed, plus 20% of the total amount agreed in the Contract as compensation payable to the Supplier.
17.2. If withdrawal takes place before work commences, the Seller may charge 20% of the total amount provided for in the Contract as compensation, in addition to any other costs incurred by the Supplier as a result of the order. Cancellation of the Contract shall be accepted by the Supplier only after receipt of a registered letter sent by the Customer/Client and fulfilment of the obligations set out above.
18. Severability and general provisions
18.1. These General Terms shall be deemed accepted by the Customer/Client and shall consequently apply even if they are not signed by the Customer/Client, provided that the service is performed or the purchase is completed.
18.2. Unless specifically provided for in the order, these General Terms may not be amended except by written agreement between the parties. Any deviation agreed in this manner shall be limited to the matter expressly agreed, without affecting the validity of all other terms that have not been amended in writing.
18.3. These General Terms may be waived or amended by the parties only in writing. In the event of any waiver or amendment, these General Terms shall continue to apply to all provisions not waived or amended.
18.4. No deletions, erasures or amendments of any kind are permitted to these General Terms.
18.5. The Buyer’s general terms and conditions shall not apply, even in part, unless accepted in writing by the Seller.
18.6. The invalidity of one or more provisions of these General Terms or of the Contract shall not invalidate the Contract or the General Terms as a whole. If any clause of these terms is found to be null and void or unenforceable, the remaining clauses shall remain valid and unchanged.
19. Privacy
19.1. The parties mutually acknowledge that they have received complete privacy information pursuant to the GDPR and authorise the processing of their data, including by electronic means. Both parties may exercise their rights at any time in accordance with the relevant form.
20. Confidentiality
20.1. The Buyer undertakes to keep confidential and not disclose to third parties, except where necessary for the legitimate use of the goods, any technical information, including drawings and specifications, order data, and administrative and commercial details relating to the Products purchased and the sale contract, including price, payment terms and warranties. This confidentiality obligation shall remain in force for the duration of the business relationship and for three years after delivery of the last supply of each Product.
21. Video and photographic recordings
21.1. The Supplier reserves the right to film or photograph the items supplied and installed, including for technical documentation, informational and promotional purposes.
22. Applicable law and jurisdiction
22.1. Any dispute relating to the interpretation, application or performance of these General Terms and Conditions of Sale, including any matter relating to payments, shall fall under the exclusive jurisdiction of the Court of Verona. This choice excludes any other court that might otherwise have jurisdiction by law.
23. Supplementary documents
23.1. The orders received from time to time, any technical specifications and the formal correspondence exchanged between the parties shall form an integral part of the Contract.