1. GENERAL CONDITIONS: The sale is governed by the following general conditions, to be integrated with what is expressly stated in the aforementioned contract to which these are attached, constituting an integral part and, for what is not expressly provided, by current regulations.
2. OBJECT OF SUPPLY: These General Conditions of Sale regulate all supply and sales activities by CHIARAVALLI GROUP S.p.A., hereinafter referred to as "the Seller," of the Goods indicated in the sales offer or contract, unless otherwise agreed in writing between the seller and each customer/buyer (hereinafter "the Buyer"). The supply includes only what is indicated in the sales offer or the seller's contract. By placing/submitting the order or accepting the contract, the Buyer accepts these General Conditions of Sale. Any clause and/or provision placed by the Buyer in their supply request or correspondence, contrary to or in addition to these General Conditions of Sale, is considered not applied and invalid and/or ineffective and/or not binding on the Seller unless accepted in writing by the Seller. The applicability of the Buyer's Purchase Terms and Conditions is excluded. These General Conditions of Sale prevail over any provision inserted by the Buyer in their order or correspondence unless otherwise agreed in writing.
3. ORDERS, ADVANCES, AND CONTRACT CONCLUSION: According to art. 1329 of the Italian Civil Code, the order is binding and irrevocable for the Buyer. The signature affixed by the Seller's sales representative is not binding on the Seller, as they do not have the authority. As a general rule, each Sales Contract will be perfected only with the signature, by the Buyer, at the bottom of the sales commission/sales contract, without the need for further communication to the Buyer or with the issuance of the Order Confirmation by the buyer. However, in the case of an offer from the Seller, the Contract is concluded with the Buyer's submission of a conforming acceptance/order. If the Seller's contract specifies a deadline or validity period, the Sales Contract is perfected only if the contract is accepted by the Buyer within that period. Buyer orders are considered irrevocable purchase proposals, subject to the Seller's acceptance. Any advances paid by the Buyer before the Seller's acceptance will be retained by the Seller as compensation if the Buyer revokes the order before the Seller's acceptance. Once acceptance has occurred, any amounts already paid will be credited to the price. If the sold Goods are "custom" or "made to order," it is understood that any documents attached to the contract, such as illustrations, drawings, and technical specifications, form an integral part of the Contract. For standard goods, any technical data may be subject to changes that the manufacturers reserve the right to make at any time, even after orders, without notice and without any responsibility for the Seller. If the Goods are intended to be used by the Buyer in conditions (e.g., special environmental conditions) different from the standard ones, the Buyer is obliged to provide written information to the Seller. In the absence of such information, the Seller will offer/provide standard Goods.
4. SUPPLY SUSPENSION: Even after the Seller's acceptance, the supply of Goods is still subject to verification of the Buyer's financial reliability, which will be carried out by the Seller's financial services based on common reliability indicators and risk assessment, as well as information provided by agencies and/or rating institutions on financial reliability. Following these checks, the Seller also reserves the alternative right, even after order acceptance, to make delivery conditional on advance payment. The Seller may, in relation to accepted orders, suspend the supply or make the supply conditional on advance payment in case of Buyer default on their payment obligations for the Goods and/or if the Buyer's exposure exceeds their credit limits or the value of the provided guarantee (if any).
5. DELIVERY AND TRANSPORT: Delivery of Goods is ex-works, unless otherwise agreed in writing between the parties. Delivery terms are indicative and expressed in working days; the Seller is not responsible for delivery delays if they are due to force majeure or causes beyond the Seller's or its suppliers' control, such as, merely as an example, difficulties in sourcing materials, equipment, or energy, delays or failures in deliveries by suppliers, labor strikes, transportation difficulties, natural disasters, measures by public authorities. In any case of delay due to the aforementioned reasons, compensation for damages of any kind is excluded. The delayed shipment of accessories that do not exclude the use of the Goods does not constitute a delay. Quantity produced for custom parts may vary ±5%. Partial shipments are allowed. The Seller incurs no liability for the provision or shipment of goods beyond the agreed-upon term. Indeed, no right to direct or indirect damage compensation and/or resolution of the Contract will be recognized by the Seller to the Buyer, who hereby waives it. The delivery of the Goods is considered completed with the communication that it is available to the Buyer or that it has been delivered to the carrier for transport. From that moment, all risks and expenses are borne by the Buyer, as the provisions are made on behalf, at the risk, and expense of the Buyer, even if the goods are shipped freight prepaid. Upon delivery of the Goods to the carrier, it is understood that the Seller has made the delivery to a person delegated by the Buyer. Until the delivery of the subject matter of the Contract, the Seller has the right to withdraw from the Contract without compensation for damages and with the sole obligation to return any amounts received. If the Buyer refuses to accept the goods, the Buyer acknowledges in advance to the Seller, as damages, the amount equal to 15% of the value of the supply for amounts exceeding €100, or a fixed €15 for amounts less than €100.
6. PACKAGING: CHIARAVALLI GROUP S.p.A. will package and ship products using the best methods and will provide the customer with all necessary shipping documents. In the event of discrepancies between the count or weight of the shipped goods and the quantity declared by CHIARAVALLI GROUP S.p.A., the quantity declared by CHIARAVALLI GROUP S.p.A. will be considered final. CHIARAVALLI GROUP S.p.A. invoices the packaging of its products at cost, unless otherwise agreed. A request for specific packaging must be made at the time of order; otherwise, the Seller will use standard packaging. If the packaging, at the time of delivery to the Buyer, shows obvious signs of tampering and/or damage, it must be accepted with a reservation; otherwise, the warranty may not apply and/or may be limited.
7. CHANGES IN CONSTRUCTION: If the Goods are produced by the Seller, the Seller may make changes to the construction characteristics of the Goods without the obligation to inform the Buyer and deliver Goods modified in construction and/or equipment to the Buyer, provided that the quality and suitability for the agreed use are not prejudiced. The Seller is not obliged to make changes to Goods already manufactured or under construction for the Buyer, subsequent to the order unless communicated by technical drawings confirmed by the Parent Company. If the Goods are made according to the Buyer's design, the Seller will adhere to the received drawings.
8. PAYMENT TERMS AND PRICES: Prices are ex-works of the Seller. Payments must be made according to the instructions stated in the Order Confirmation or Offer. Payments are valid only if made by direct remittance to the Seller unless otherwise agreed between the Parties. Foreign bank
charges related to payments are borne by the Buyer. The place of payment for all legal purposes remains determined and fixed at the Seller's registered office. Unless otherwise agreed in writing, payments must be made in advance or guaranteed by bank guarantee upon the Seller's first request for the amount indicated from time to time by the Seller. The Seller may reject any Buyer's order or, if already accepted, suspend or make the supply conditional on advance payment (i) until the aforementioned first request guarantee has been granted or (ii) if the value of the ordered/ to be ordered Goods exceeds the value of the guarantee or, if existing, the credit line granted to the Buyer by the Seller. In the case of late payment, the Seller acquires the full right automatically and without any notice to charge moratorium interest at the legal rate (art. 5 D.Lgs. 9-10-2002 n. 231). Non-compliance with payment conditions gives the Seller the right to suspend the execution of its contractual obligations (including the warranty) and to terminate the Contract with a simple communication and recourse for damages.
9. EXPENSES AND VARIOUS ACCESSORIES: Taxes, duties, fiscal registration charges, transcriptions, registrations, testing costs, and transportation costs of the Goods from the Seller's premises to those of the Buyer, bill stamps, and in general any present and future expenses related to the Contract, are borne by the Buyer, who must pay their total amount in cash. The Buyer must also reimburse the Seller for legal expenses incurred for the protection of its rights against the Buyer, even out of court.
10. RETENTION OF TITLE: Until the Buyer has fully paid the agreed price, the Goods subject to the supply remain the property of the Seller under art. 1523 of the Italian Civil Code and can be reclaimed wherever they are, even if united or incorporated into Goods owned by the Buyer or Third Parties, the legal regime of appurtenances or real estate, by destination, or incorporation not being valid. Nevertheless, all risks of damage or loss of the Goods will be borne by the Buyer from the moment of forwarding to the Buyer the communication of preparation/availability for the withdrawal of the Goods. Until the full payment of the price, the Buyer cannot alienate and/or pledge the Goods to third parties and must immediately inform the Seller in writing in the event that the Goods are the subject of seizure, attachment, or any other conservatory or precautionary measure by third parties. The costs for the elimination of such measures will be borne by the Buyer. In case of default by the Buyer on their payment obligations or deterioration of their financial situation, the Seller has the right to obtain the immediate return of the Goods subject to the retention of title.
11. PRIVILEGE ON GOODS: The Seller has the right, without prejudice to the agreed retention of title, to enforce, if necessary against the Buyer, the special privilege reflecting the sale of Goods contemplated by art. 2762 of the Italian Civil Code.
12. QUALITY OF GOODS: The quality of the Goods complies with EU standards, which CHIARAVALLI GROUP S.p.A. sets as a goal.
13. WARRANTY. The Seller guarantees the repair and replacement of all components damaged due to the use of defective materials. The warranty period is 12 (twelve) months from the date of purchase. Defects and faults must be reported to the Seller in writing, via email to Customer Service, strictly within 10 (ten) days of discovery. For goods and products not directly manufactured by the Seller, the Seller reserves the right to apply the warranties provided by the manufacturer and/or distributor. The warranty entails and is limited to the obligation to replace or repair, at the Seller's discretion, free of charge, including labor and transportation costs, all parts indisputably recognized by the Seller as defective, due to material or workmanship, identified and reported within said period.
The contested goods must be returned to the premises of CHIARAVALLI GROUP S.p.A., unless otherwise agreed by the Parent Company and/or the Seller, free of charge and accompanied by the transport/return document indicating the RMA code issued by CHIARAVALLI GROUP S.p.A. personnel upon acceptance of the return. The absence of the RMA code precludes the acceptability of the return by CHIARAVALLI GROUP S.p.A. CHIARAVALLI GROUP S.p.A. assumes no responsibility and acknowledges no compensation for any damages that may occur during the use of its products, even if defective. CHIARAVALLI GROUP S.p.A. disclaims any responsibility for the execution of specific customer drawings and any patents.
All costs of any idle time are exclusively borne by the Buyer. The parties expressly agree that technical assistance and maintenance will be provided by CHIARAVALLI GROUP S.p.A. Repairs carried out directly by the Customer or third parties, without the Seller's express authorization, automatically void the warranty. The warranty expires and ceases if the Goods are used improperly or not in accordance with the Seller's or the manufacturer's instructions, as contained in the technical catalogs and/or instructions provided by CHIARAVALLI GROUP S.p.A.'s personnel, or if they are not immediately stopped for repair upon the occurrence of the defect. The Buyer has no right to damages, warranty extension, partial suspension, or resolution of the Contract in case of malfunction or defective operation of the Goods, regardless of the cause, extent, duration, and even if the Seller has delayed in providing spare parts or making repairs. The warranty expires and ceases in the event of non-compliance with payment conditions by the Buyer and repairs to the Goods using non-original spare parts. The warranty also expires in the case of defects in the Goods caused by the use of consumables lacking the necessary technical and quality characteristics. Normal wear is not covered by the warranty. Excluded are also services performed for the following reasons: damage due to impacts, negligence, improper and non-compliant uses. This warranty is exclusively applicable to newly manufactured Goods. The warranty is not transferable and is valid only against the Buyer named in the sales invoice. The use of non-original spare parts and components, or those not directly supplied by the Seller, which may compromise the operation and safety of the machinery, voids any warranty, and any damages caused by their use cannot be attributed to the Seller. The parties expressly agree that if the Buyer-Purchaser is a multi-brand dealer of the goods subject to this order, the same Buyer undertakes to provide technical assistance and maintenance in the event of selling/leasing the goods to the end customer.
14. RETURN POLICY. The conditions for the return of goods, which must not be in any way processed or treated by the Buyer, must be previously agreed with our staff; otherwise, any returns will be returned to the sender at the sender's expense. The returned goods must be properly packaged to avoid damage to the pieces during transportation. Tampered or incomplete packages will not be accepted. Replacement invoices must indicate the details of the Seller's transport document and the invoice relating to the supply, as well as the return authorization code (RMA). For returns of CHIARAVALLI GROUP S.P.A. material due to reasons other than: quality defects, non-compliance with what was ordered, shipping error by CHIARAVALLI GROUP S.p.A., the latter reserves the right to accept and charge an amount equal to 15% of the original sales price to cover handling and storage costs, and the return must be made carriage paid. For returns totaling less than 100.00 euros per line, a fixed amount of 15 (fifteen) euros will be charged.
15. OBLIGATIONS. All obligations assumed by the Buyer must be understood as extended and referred to their heirs, successors, and any assigns. Furthermore, the sale, assignment, or lease of the Buyer's business will determine the expiration of the entire debt for principal and accessories
16. ASSIGNMENT. The Sales Contract for the Goods subject to the Order is not transferable without the written consent of the Seller. However, the Seller reserves the right to assign the credits derived therefrom without the need for the Buyer's consent
17. LIMITATIONS. The Buyer undertakes not to use the purchased Goods for services and/or activities other than those for which they are intended and not to modify them (except for marginal changes that do not affect or prejudice their operation and safety), under penalty of forfeiture of the warranty.
18. COMPLIANCE WITH GLOBAL TRADE CONTROL LAWS. With respect to all activities performed under these General Conditions of Sale, the Buyer represents, warrants, and covenants:
a) that it and its sales network (including possible subcontractors) will comply with export bans and/or export or re-export control and limitations provisions under current and future laws, rules and regulation of the United States, the European Union, the United Nations, the Republic of Italy and other jurisdictions concerning the so-called “Sensitive Foreign Countries” (hereinafter “Compulsory Rules”);
b) that it is not mentioned - and it is not owned or controlled by a subject mentioned - in any of the lists of legal and natural persons subject to restrictions or prohibitions on trade (c.d. Denied Persons) published by the competent authorities on export controls and international economic sanctions related to activities performed under these General Conditions of Sale;
c) to comply with all national and international laws regarding Export (and Re-Export) Control in case of transfer to third parties of goods delivered - or works and services performed - by the Seller;
d) not to re-export to Russian Federation, of for use in Russian Federation, goods delivered – or works and services performed – by the Seller, ensuring that its sales network complies with this obligation;
e) to immediately inform the Seller, in writing, if any of these representations change, suspending all affected activities until the Seller agrees to proceed.
18.2 The Seller shall have the right to immediately terminate these General Conditions of Sale, with no need for any further notice or for allowing any cure period, in case the Seller determines at its discretion that the Buyer has directly or indirectly breached any of the obligations set out under this Article, assuming the obligation to indemnify and hold harmless the Seller from all claims, proceedings, actions, penalty, loss, cost or damage deriving from or related to the breach of the obligations set out under this article.
18.3 In the event that the Buyer breaches or has become aware that its sales network has breached the obligation referred to in point d) of the previous paragraph, the Buyer shall immediately inform the Seller.
19. INSOLVENCIES. The Buyer acknowledges the Seller's right to obtain immediate seizure to protect the Seller's rights without any security. Consequently, the Buyer hereby waives, from now on, the right to raise any objections preventing the above.
20. CLAIMS AND CONTESTATIONS. It is expressly agreed that any claims or disputes do not entitle the Buyer to suspend or delay payments. Any claims or disputes must reach the Seller, under penalty of forfeiture, through written communication sent via email to Customer Service, within 10 (ten) days of receiving the Goods, provided that the right to warranty expires one year from the delivery of the Goods. It is understood that any claims or disputes do not exempt the Buyer from the obligation to withdraw other ordered Goods or to make agreed payments. No objection or claim, either in the form of an action or an exception, may be raised or pursued if payments due have not been made. Compensation is also excluded, as well as any technical assessment, unless expressly requested by the Seller
21. LIABILITY. The Seller is relieved of any responsibility and obligations for any incidents to persons or things that may occur during or due to the use of the supplied Goods and for causes independent of the Seller. The provision of assistance and technical services by the Seller for the repair of the Goods does not entail any assumption of responsibility by the Seller: the Buyer is fully responsible for the correct and appropriate use of the Goods and for checking their efficiency in every respect, with particular regard to the due prevention of accidents and compliance with all regulatory and legal standards applicable to the use of the Goods. The Buyer requesting the Seller to send mechanics for the repair of the Goods is responsible for ensuring adequate conditions, work means, and checks to prevent damage to persons or things to the said mechanics. No responsibility in this regard can be attributed to the Seller in relation to such activities at the Buyer's premises, as the Seller has its fully equipped workshops for any needs, and the Buyer can send the Goods to be repaired if they wish the repair to be carried out under the Seller's direction. Any technical data is subject to changes that the manufacturers reserve the right to make at any time, even after orders, without the obligation of notice and without any responsibility and obligation on the part of the Seller. Except in cases of gross negligence or willful misconduct by the Seller, the Buyer's right to any damages is excluded.
22. PERSONAL DATA PROCESSING. The Buyer authorizes the Seller to communicate the data concerning it and those related to the Sales Contract and its execution to institutional bodies. The Buyer also expressly consents to the inclusion, processing, and acquisition in the Seller's archive, including historical archives, of the data reported in individual orders/sales contracts. The Buyer subscribes to confirm having received the information required under EU GDPR Regulation 2016/679, consents to the processing, communication, and dissemination of its personal data, as well as those relating to the Company represented by it, for all purposes provided in the information.
23. APPLICABLE LAW AND JURISDICTION. The sale of Goods subject to each Order is subject to Italian law. For any dispute related to the validity, interpretation, or execution, arising from this Contract or connected with it, and even in the case of a legal action or a counterclaim, if the Seller is sued, the exclusive jurisdiction is the Court of Milan.