Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE
(Edition September 2021)
- Entry into contract
- Effective as of September 30th 2021, the following terms of sale shall constitute the General Terms and Conditions of Cantalupi Lighting Srl.
- These General Terms and Conditions apply to all contracts, deliveries and other services where we are the seller unless specifically derogated by agreement between us and our customer. By placing an order, our customer declares itself in agreement with these Terms and Conditions. If the order placed by our customer is confirmed only on the basis of its own Purchasing Terms and Conditions, then the latter are hereby objected.
- Our employees, insofar as they are not organs of the company or authorised agents, are not authorised to make binding declarations on our behalf.
- Information such as dimensions, weights, pictures, assembly sketches in product catalogues and other printed materials are only approximate.
- Any modifications to contract terms require the written form.
- Orders placed by the customer only become binding after our written order confirmation. The order confirmation can also be given in the form of an invoice or a delivery note.
- Should a provision of these General Terms and Conditions of sale and the other agreements entered into be or become invalid, then the validity of the rest of the contract shall remain unaffected thereby. The contractual parties are obliged to replace the invalid provision with one which comes as closest as possible to the economic effect of the invalid one.
- Oral supplementary agreements
Oral supplementary agreements as well as any modifications or additions to a contract require our express written confirmation in order to be valid.
III. Prices and payment
- We are bound by the confirmed prices for 90 days from the date mentioned in our proposal.
- VAT in the amount prescribed by law on the date of the invoicing will be added to the prices.
- The invoice amount is due without deduction of discounts 30 days after invoicing. Relevant payment is to be made by means of a bank remittance in accordance with the details mentioned in the invoice.
- In the event of default in payment, default interest in the amount set forth by applicable laws can be charged. We hereby reserve the right to claim compensation for other default loss.
- Set-off or withholding payment is only permissible on the basis of counter-claims which are undisputed by us or which have been determined in a final and legally-binding manner.
- Product qualities and quantities
- Product qualities, particularly quality and material properties are initially determined in accordance with our respectively-valid technical specifications and, in the absence of these, commercial practice applies.
- The piece numbers to be delivered are determined through weighing, insofar as the delivery products are mass-produced articles or bulk commodities. Minor excess deliveries or shortfalls caused thereby are irrelevant; this is deemed to be complete performance nevertheless. The customer does not derive any rights therefrom.
- For the orders different than those mentioned at point IV.2. above, we hereby reserve the right to make an excess or shortfall delivery of up to 10% of the quantity ordered.
- In case of customized or bespoke products, the prices of the products reported in the sale contract can be confirmed for an additional order only for same quantities or over. Smaller quantities will be subject to fresh quotation, even if submitted within the period of validity of the previous order.
- Right of rescission
- We are entitled to rescind the contract if we are not supplied correctly or in a timely manner by our suppliers for reasons which have arisen since entering into the contract or were unknown to us and are not in our sphere of influence, such as strike, lock-out, non-culpable business shutdowns, including at our suppliers (e.g. tool breakages), supply blockades, plant closures, refusal of import or export licences, other acts of state and circumstances going beyond these, which are to be regarded as force majeure. Therefore, we assume no procurement risk. We undertake to inform the customer without undue delay of the non-availability and to refund without undue delay the consideration rendered by the customer.
- We are entitled to rescind the contract or in accordance with our discretion to only effect deliveries in return for payments made in advance if the customer is in default with fulfilment of the payment obligations owed by it to us or if during the term of the contract its financial circumstances significantly deteriorate, which would respectively lead to the consequence that the fulfilment of the customer’s obligations arising from the commercial transaction in the manner of a prudent, proper businessperson was no longer to be expected.
- In the event of a default in payment, all of our other claims will become due immediately. In these cases, we are also entitled to demand cash payment in advance for further (partial) deliveries and to withdraw immediately from circulation all circulating acceptances, bills of exchange and cheques – with the costs arising therefrom to be borne by the customer – and to demand cash payment for the same.
- Delivery, Delivery period, bearing of risk
- Standard Delivery terms are Ex-Works (Incoterms 2020).
- If a transaction with no fixed date has been agreed to, but a delivery period is indicated in our offer or our order confirmation, this period can be exceeded.
- Partial deliveries are permissible.
- If the shipment is delayed because of circumstances for which the customer is responsible, then the risk and storage costs are transferred to the customer from the day the shipment was ready.
- Risk passes to the customer at the latest upon delivery of the goods to the carrier, even if partial deliveries are being carried out or if we have agreed to perform other services as well, e.g. shipping expenses or transport.
VII. Notification of defects, claims based on defects and compensation due to breach of obligation
- The customer must inspect the goods immediately after receiving them and, if a defect is found, must notify us in writing without undue delay. Otherwise, the goods are deemed to have been accepted, insofar as a defect which capable of being identified during proper inspection is concerned. The same applies when the customer does not carry out an agreed acceptance, or does not carry it out completely or in a timely manner. If a defect subsequently appears, this fact must be notified after discovery without undue delay and latest within eight days since its discovery. Later notifications of defects are hereby excluded.
- Insofar as there is a defect and this has been complained about in a timely manner, we are entitled to effect subsequent performance in the form of defect rectification or to supply a flawless item within a reasonable period, as we choose.
- We are not liable for damage which has not occurred to the delivery object itself. In particular, we are not liable for loss of profits or other pecuniary loss suffered by the customer in this respect as well as for claims of the customer due to breach of an obligation arising from their contractual obligations towards third parties.
VIII. Retention of title
We retain title to all goods we deliver until the customer has paid all debts (including future ones) arising from the business relationship. This also applies when some of our claims are taken into a running account as payment and the balance is calculated; the retention of title then pertains to the respective account balance claim.
- Law and Jurisdiction clause
- This contract is exclusively governed by substantive laws of the Republic of Italy. For any issue not expressly regulated in these General terms and Conditions, reference must be made to the provisions set forth by the Italian Civil Code.
- The courts of Lucca (Italy) shall have exclusive jurisdiction for all disputes arising out of this contract.
CANTALUPI LIGHTING SRL