General sales conditions

LONARDI CLAUDIO S.r.l. GENERAL SALES CONDITIONS

1. Applicable Conditions

1.1 These general sales conditions (“Sales Conditions”) constitute an integral part of all orders, order confirmations, sales and deliveries of products between Lonardi Claudio S.r.l., the seller (“Seller”) and the buyer ("Buyer”) and shall prevail over any terms and conditions of the Buyer where not expressly approved in writing by the Seller.
1.2 These Sales Conditions shall regulate all orders, present or future, placed by the Buyer.

2. Definitions

2.1 The following definitions are applicable to these terms and conditions:
a) “Buyer” means a person who requests or receives an offer or who sends an order to the Seller;
b) “General Conditions” mean these General Terms and Conditions;
c) “Order Confirmation” means a written notification where the Seller confirms the Buyer the acceptance of the order and hence finalises the contract;
d) “Contract” means the set of conditions of the order and Order Confirmation;
e) “Order” means the document and respective exhibits, signed by the Buyer and sent for acceptance to the Seller with which the latter requests the supply of the products;
f) “Product(s)” mean the goods specified in the Order Confirmation, including components, accessories and services, made by the Seller based on the drawings, projects and technical specifications provided by the Buyer;
g) “Seller” is Lonardi Claudio S.r.l., with head office located in via V. Pareto, 1 Z.I. - 37045 San Pietro di Legnago (VR).

3. Catalogues and Promotional Materials

3.1 Catalogues and promotional materials are not part of the offer and are subject to change by the Seller at any time without any prior notice. 
3.2 The information and technical specifications of the Products shown in the catalogues, price lists, as well as in promotional materials and in the Seller's website are approximate and not binding on the Seller.

4. Orders and Order Confirmations

4.1 Orders by the Buyer must be forwarded in writing and shall remain irrevocable for 30 (thirty) days as of the receipt date by the Seller. Orders are considered accepted and binding only after being confirmed in writing by the Seller.

5. Prices

5.1 The prices of the Products are those shown in the price list of the Seller in force as of the receipt date of the Order. Prices are expressed in Euro and do not include VAT or other sales taxes, duties or customs fees.
5.2 In case of any changes in costs (in particular by way of example, costs of labour or raw materials) or a change in other elements or factors that may affect the price, the Seller shall reserve the right to change the price list. 
5.3 The new price list shall be notified to the Buyer in writing and shall not have retroactive effect; if no remarks or objections are made by the Buyer within 5 business days, the new price list shall be considered as accepted. Failure to accept the price list will require the start of a negotiation between the parties, notwithstanding section 14.
5.4 Unless agreed otherwise, prices are considered EXW (Incoterms®), loaded goods, at the Seller’s premises located in Legnago (VR), Italy. The Products are supplied with standard packaging, as specified in the Seller’s delivery note and any costs for special packaging shall be specified by the Seller.

6. Payments

6.1 The payment terms and conditions are those specified by the Seller in the Order Confirmation, unless specified otherwise in writing by the Seller.
6.2 Regardless of what is specified in the Order Confirmation and regardless of the method of payment, the place of performance of the payment, for all legal purposes, is in any case at the Seller's head office located in Legnago (VR), Italy. In any case, the Buyer shall pay for all costs required to issue bills of exchange, cheques or other payment instruments, as well as for the respective bank expenses.
6.3 In the cases where payment must be made by direct debit, it must be made by SWIFT bank transfer with fixed value date in favour of the beneficiary equals to the date in which the payment is due to the bank specified by the Seller.
6.4 In case of non-payment or late payment, in part or in whole, the Buyer must pay a default interest on the sum due equals to the interest rate set out in Legislative Decree 231/2002, as amended by Legislative Decree 192/2012. In this case, the following Seller’s rights shall not be prejudiced: 
a) the right to suspend the manufacturing and delivery of Products and Orders in process even with regards to other Orders;
b) terminate the respective sales contract with immediate effect pursuant to article 1456 of the Italian Civil Code;
c) expect compensation for damages suffered due to a non-payment or late payment;
d) withhold advance payment or any sum possibly cashed, without prejudice to the right to claim compensation for additional damages.
6.5 The Buyer may not suspend or delay payments in case of claims or defects in the Products or delays in the delivery of the Products on the part of the Seller.

7 Transportation and Risk

7.1 The Products are sold Ex Works the Seller’s premises as per Incoterms®. In case of a different agreement on delivery ex-works the Seller's premises, if the Buyer does not provide any instructions and without having to assume any responsibility, the Seller, at its own discretion, may decide on the most suitable means of transportation, shipment and packaging.
7.2 In any case, the Buyer shall pay for shipment and assume transport risks for the Products, even if the carrier or forwarding agent considers that the customs documentation, transport addresses and similar contain a clause in which the expenses and risks for any losses shall be payable by the sender, unless agreed otherwise in writing.
7.3 The Buyer shall be responsible for any losses or damages sustained during the transportation of the Products. The Buyer shall set up a proper insurance policy to cover for said risks. The above without prejudice to any other agreement made in writing.
7.4 In all cases in which transportation is not conducted by the Seller, the Buyer must provide the Seller documentation confirming compliance of regulations on road transportation by the assigned carrier based on applicable laws before delivering the goods. If said obligation is breached, the Seller shall be authorised not to deliver the goods and the Buyer must hold the Seller harmless from any damages suffered due to said breach.

8 Delivery

8.1 The delivery terms and dates are based on business days (in Italy) and are not considered essential. In case an advance payment or a down payment when placing the Order is required, the delivery times shall start as of the time in which the advance payment is collected by the Seller.
8.2 The Seller may suspend delivery in the following cases:
i) if the Buyer fails to make the advance or down payment or fails to pay even just one payment pursuant to section 6.4;
ii) in case of non-payment by the Buyer of any sum due by the Buyer to the Seller for any reason whatsoever;
iii) until all the data and technical and administrative information is received in order to issue the Order properly.
8.3 If the Seller fails to comply with the delivery terms due to an interruption or suspension in transportation or power, strikes or trade union actions, or due to any other event beyond the reasonable control of the Seller, the effective delivery time shall remain suspended as of the day in which the Buyer is informed of the impediment. If the impediment in delivering the Products still persists after 2 (two) months, either party may withdraw from the Contract by providing the other a written notification. In this case, the Seller shall not indemnify or compensate the Buyer and the Buyer shall in any case pay for the Products already manufactured for the latter as of the notification date of the impediment, without prejudice to any of the Seller's rights.
8.4 If a confirmed Order is cancelled or if the Products are not collected, the Buyer must pay a penalty of 20% (twenty percent) of the value of the Products that are cancelled or uncollected without prejudice to any of the Seller's rights, including the right to claim compensation for additional damages.

9 Retention of Title

9.1 The Products delivered by the Seller to the Buyer are subject to retention of title, even in the absence of specific recall of the clause on Order Confirmations or other documents of the Seller.
9.2 The Seller shall remain the owner of the Products until full payment of the price indicated in the invoice and until fulfilment of any other obligation regarding the business relationship between the Buyer and the Seller. If the Buyer fails to pay the price, in full or in part, the Seller shall be entitled to terminate the sales contract with immediate effect pursuant to article 1456 of the Italian Civil Code and demand for the Products to be returned. In this case, the Buyer must immediately return the Products to the Seller at its own expense.
9.3 Up until the ownership of the Products is not transferred to the Buyer, the latter must keep them with due diligence and will be responsible for any damages that the Products may incur. The Buyer must likewise notify the Seller in writing and without delay of any foreclosure or action taken by third parties and immediately inform third parties of the existence of a retention of title in favour of the Seller.
9.4 The Buyer must fulfil any formalities that are required in order to allow the Seller to enforce the retention of title with respect to creditors of the Buyer. In any case, the Buyer shall be responsible for any risk of losing or damaging the Products as of the time the Products are delivered to the Buyer.

10 Confidentiality

10.1 For the entire duration of the business relations with the Seller and even after terminating the business relation, the Buyer must maintain strict confidentiality of any information regarding the Seller, including its know-how and may not use said information to the detrimental of the Seller, except to fulfil its own contract obligations. The above without prejudice to fulfilment of legal obligations to disclose said information with prior consultation with the Seller.
10.2 Any document, information, prototype, drawing, description, model or other information provided by the Seller to the Buyer shall remain the ownership of the Seller. Information disclosed by the Seller cannot be disseminated to third parties or reproduced and must be returned to the Seller along with any copy or reproduction upon reasonable request of the Seller.
10.3 The Buyer may request an audit or inspection on the production of the acquired products, to be conducted at the Seller’s premises with prior notice to the Seller and after having agreed on the times and scope of audits or inspections.
In any case, due to security purposes and to protect the company's know-how, the agreed audits and inspections may be conducted only when the production cycle is interrupted and when the production machines and systems are halted.

11 Warranty

11.1 The Seller warrants that the Products will be free from manufacturing or material defects and ensures their conformity to the specifications envisaged in the Contract for a duration of 12 months after delivery to the Buyer.
11.2 The Warranty does not cover the following cases:
a) Whenever the instructions for maintenance, installation and operation are not observed;
b) If the defect or flaw is due to improper, unusual, wrong or negligent use of the Products, in part of in whole;
c) If the delivered Products are modified, adapted or altered in any way, notwithstanding a prior authorisation in writing by the Seller;
d) If the delivered Products are transferred to a third party or processed;
e) If the defect or flaw is due to repairs, in part or in whole, made by non-qualified technicians;
f) If the defect or flaw, in part or in whole, is due to conformity to drawings and instructions of the Buyer;
g) If the delivered Products are damaged (including damages due to external reasons) or are deteriorated or ruined in any way due to causes not attributed to the Seller;
h) Standard wear and tear of the Product;
i) If the non-compliance is, in part or in whole, due to fulfilment of applicable laws;
j) Materials and components used by the Seller upon specific request of the Buyer; 
k) If the non-conformity is slightly due to an imperfection in colour or finishing;
l) If the non-conformity falls within the scope of a minimum technical tolerance with respect to sizes, operation and construction needs of the Product.
11.3 The Buyer must inspect the Products upon delivery and report to the Seller without delay in writing of any incomplete delivery or non-conforming delivery and likewise the Buyer must immediately report the Seller in writing of any apparent defects. Said report must be made in writing by no later than 8 (eight) calendar days after delivery of the Products. A report of the defects must include a detailed description of the nature of the defect and must include the following data and documents: Product identification number, as well as documents that can prove: i) the delivery date of the Product, and include ii) pictures of the defects. In the same manner, hidden defects must be reported in writing without delay and by no later than 8 (eight) calendar days from the time they are discovered by the Buyer thereby clearly specifying the above information and enclosing the above documents. Reporting defects after the above term or incomplete reporting of defects and non-compliance of the above formalities will result in the forfeiture of any of the Buyer's rights.
11.4 The Buyer must preserve the defected Products and made them available to the Seller so that the latter can conduct the respective assessments and inspections. Product returns are not admitted without the prior authorisation of the Seller.
11.5 The exclusive remedy pursuant to the existing Warranty consists in the repair or replacement of the defected Product, at the discretion of the Seller, with a possible delivery of replacement Products at the Seller’s premises located in Legnago (VR), Italy, Ex Works (Incoterms®). Any other action or remedy, as well as any other liability for direct, indirect, incidental or consequential damages or for any losses or costs is expressly excluded and waived by the Buyer.
11.6 In addition to this clause, the Seller does not provide the Buyer any other expressed or implied warranty pursuant to law or conventional warranty, including without limitation any warranty of merchantability or fitness for specific uses.
11.7 The Seller is not responsible for lack of assistance or delays in deliveries due to causes beyond its control.

12 Responsibilities

12.1 In any case, the Seller will not be held responsible in the following cases:
a) Force majeure, as defined in section 13 (Force Majeure) of these General Conditions;
b) Fraudulent or wrongful actions, even omitting on the part of the Seller's employees, third parties working for the Seller or persons authorised by the Seller, including instructions provided to said persons; 
c) Fitness of the Products for specific or particular uses;
d) Products that are resold by the Buyer to third parties;
e) Lost or damaged Products in circumstances where the Warranty does not apply pursuant to section 11 (Warranty); 
f) Direct or indirect monetary damages including loss of revenues or damages to third parties.
12.2 Notwithstanding the other provisions envisaged in the Contract and in these General Conditions, any liability on the part of the Seller shall be limited to the net value of the invoice of the Products to which said liability refers to.
12.3 The Buyer shall indemnify and hold the Seller harmless from any compensation claim, however named, by third parties for losses or damages in relation to the Products supplied to the Buyer by the Seller, except for cases in which the loss or damage is due to a voluntary action or omission or gross negligence by the Seller.

13 Force Majeure

13.1 Force Majeure includes any event or condition non-existent at the signing date of this Contract that is not reasonably foreseeable at that date and beyond the control of the parties and that hinders, in whole or in part, the fulfilment of the obligations described herein by each party or that makes fulfilling the obligations difficult or burdensome in such a manner that is commercially unreasonable.
13.2 The party affected by the Force Majeure event must report such event. After making the notification, the party shall be released from its obligations without any liability whatsoever.
Said notification shall include a description of the nature of the Force Majeure event, as well as its causes and possible consequences. The party must promptly notify the other party as soon as the Force Majeure event ceases.
13.3 The party affected by the event must provide proof of the Force Majeure event. Said proof must consist of a declaration or certification issued by a competent government body or by any other competent body or consist of a declaration that provides a detailed description of the facts that determined the Force Majeure event.
13.4 Over the period in which the fulfilment of the contract obligations remain suspended due to a Force Majeure event, the other party must likewise suspend all or part of its contract obligations until said suspension is commercially reasonable.
13.5 If the period of the Force Majeure event persists for more than 2 (two) consecutive months, each of the parties may withdraw from this Contract without incurring any liability towards the other party, except for payment due as of said date and as long as a written notification is provided to the other party.

14 Termination

14.1 Notwithstanding the other termination cases envisaged in these General Sales Conditions, the Seller shall have the right to terminate the sales contract at any time whenever the Buyer breaches the obligations set out in sections 5, 6, 7, 8 and 9 of these General Sales Conditions and no proper remedy is given within the 15 (fifteen) days after receipt of the respective formal notice of default.
14.2 Moreover, in compliance with article 1456 of the Italian Civil Code, the Seller has the right to terminate the sales contract in the following cases: i) voluntary liquidation or if the Buyer’s business is not a going concern, (ii) if the Buyer is subject to any type of insolvency proceeding.
14.3 The termination shall not jeopardise the Seller’s rights as of the date of termination and shall not exempt the Buyer from fulfilling its confidentiality obligations or the obligation to compensate the Seller for direct or indirect damages caused by the Buyer’s breaches of the sales contract.

15 Personal Data

15.1 The parties undertake to observe the applicable laws on personal data protection and in particular, the General Data Protection Regulation (GDPR) EU 679/2016 and Legislative Decree 196/2003 (Privacy Code).
15.2 The parties undertake to process the personal data that they may gather during the course of the Contract in compliance with the above regulation and undertake not to use it for purposes other than those strictly necessary to execute the Contract.

16 Applicable Law and Competent Court

16.1 These Sales Conditions, as well as all sales regulated therein shall be governed by Italian law.
16.2 Any dispute in relation to the sales contracts between the Seller and the Buyer shall be resolved exclusively by the Court of Verona. By way of partial derogation from the above, the Seller reserves the right to take action against the Buyer with any other competent court at its sole discretion.

17 Final Provisions

17.1 Any amendment to the sales contracts may be made only in writing.
17.2 If any of the clauses of these General Sales Conditions are found invalid, illegal or unenforceable, the validity and effectiveness of the remaining provisions shall not be affected in any way by the invalid provision or part of the invalid provision shall be replaced with other clauses that insofar implement the purpose expressed by the parties.
17.3 The obligations regulated by these Sales Conditions and by the respective sales contracts may not be assigned, delegated or transferred, in part or in whole, by the Buyer without the prior written consent of the Seller.
17.4 The Seller reserves the right to change, amend or supplement these Sales Conditions by publishing them in its website www.lonardiclaudio.com without giving any prior notice. 

18 Relevant Legislation 

The parties agree that any matters not expressly regulated by this Contract shall be governed by provisions of the Italian Civil Code, as well as by any other applicable legislation.