Terms and conditions of sale

IMPORTANT NOTES:

1) If the destination of the material is in a restricted traffic zone (ZTL), it shall be the customer's responsibility to provide all necessary authorisations. If this is not the case, transport will be the customer's responsibility.
2) The dimensions of the window and door frames are "WALL HOLE" in the meaning and with the significance indicated in our technical catalogue.
3) References to the RAL chart for the paintwork are to be understood within the tolerance margin existing in industrial paintwork. Unless expressly agreed upon in writing, painting is carried out with epoxy-polyester powders for interiors.
4) OPENING SENSORS ARE INTENDED "TO PUSH" as shown in the explanatory sketches below.
5) Any preferential VAT rates must be communicated within 5 days from the date of this letter.
 

GENERAL TERMS AND CONDITIONS OF SUPPLY

In thanking you for your request, we confirm the order of what is referred to therein in the terms and conditions of sale herein:
1) VALIDITY: The sales proposal shall become enforceable from the date of receipt of this order confirmation and may be modified for a period of 5 days provided that the delivery time is more than 15 days. If no amendment is received within 5 days from the date of this order confirmation, we shall proceed with the processing as set forth in this order confirmation and in the attached construction sheets or, in the absence thereof, in the technical documentation in force at the time of the order. All written or verbal agreements agreed upon in the order proposal shall only become enforceable if referred to in this order confirmation. Every additional transmission or purchase order implies, without any further formalities being necessary, complete adherence to the general terms and conditions stated herein. In the event of revocation of the order by the Purchaser, the latter shall have to pay all the expenses incurred to execute the contract, without prejudice to the greater sum due as compensation for damages.
2) DELIVERY: The delivery terms, expressed in working weeks, are intended as presumed and, barring unforeseen circumstances, shall run from the date of receipt of this order confirmation signed by the purchaser or by a person authorised by him, or in any case tacitly approved pursuant to art. 1. By way of non-exhaustive example, unforeseen events are understood to be

• insufficiency of technical data, inaccuracies and delays on the part of the Purchaser in transmitting information or data necessary for the execution of the order
• supply difficulties; total or partial strikes, lack of motive power, storms, mobilisation, epidemics and any other accidental cause or force majeure;
• negative commercial information arising during the preparation of the goods;
• change in the ownership structure of the Buyer's company.

The Purchaser shall not be entitled to any penalty or indemnity whatsoever, neither in the event of late delivery, nor in the event of split deliveries.
3) TRANSPORT: The agreed prices refer to goods delivered ex Camposampiero, loaded on a truck. The goods travel in any case at the risk and peril of the Purchaser, who shall bear the costs of transport, unloading, packaging and insurance, where required. Unless expressly agreed otherwise, the means of transport shall be chosen at the discretion of the Company. The Purchaser shall guarantee suitable access to the building site for normal means of transport, the term "normal" meaning all means travelling on roads and motorways without the need for special authorisations. The Purchaser shall be responsible for all acts and formalities necessary to ascertain any damage in shipment, packaging, etc., which, regardless of who is responsible for compensation, must be communicated and documented to the Company within 3 days from delivery. The Company is also relieved from any and all liability for damage suffered by goods in transit without packaging, damage that may be caused by incorrect manoeuvres of the carrier, overturning, transshipment, etc.
4) FAILURE TO RECEIVE GOODS: 15 days from the date of notification of the goods being ready, the Company shall be entitled to invoice the goods, with the contractual payment deadlines, in addition to compensation equal to 2% of the price of the goods for each month of delayed collection. The goods may be placed, by the Company and at the Buyer's expense, in the yard of the production plant, stacked separately, or in a warehouse of the Company's choice, giving notice to the Buyer. With this, the goods shall be deemed to be identified for the purposes of articles 1378 and 1465 of the Italian Civil Code and any other law. In the event of non-acceptance and return of the goods for reasons unrelated to the quality of the goods shipped, all expenses inherent to the transport from the factory both to destination and to the return shall be borne in full by the Purchaser.
5) PACKAGING: The goods are delivered in their constituent parts to be assembled at the works, with the accessories not installed, any corner cover strips (if in order) and panic bars to be shortened at the works. Except in the case of specific conditions of opportunity at the undisputable choice of the Company, single-leaf doors shall be delivered assembled, double-leaf doors shall be delivered disassembled with wings and frames to be assembled on site. The glass doors shall be delivered with assembled or unassembled glass according to the Company's full discretion in assessing the best method of shipment and packaging. The Company reserves full freedom in affixing labels and/or sending instructions to make the materials identifiable at the worksite. Packaging and attached protective materials are to be disposed of at the Purchaser's care and expense.
6) WARRANTY: Fire doors are designed for indoor use. When installed outdoors, paints for outdoor use must be used and shelters or canopies must be installed over the products to prevent water infiltration and to protect them from direct sunlight. If they are to be placed outdoors, special fireproof glass must be installed and exposure to temperatures above 50° must be avoided.
Unless otherwise agreed in writing, the Company guarantees the goods sold for the duration of one year from the date of shipment under the following conditions:
a) obvious defects must be highlighted on the carrier's delivery notes upon receipt of the goods. In the case of packaged material, the Buyer shall unpack the goods and report all obvious defects within 3 days of delivery. The defect or hidden defect must be reported by the Purchaser to the Company in writing within 8 days of its discovery;
b) parts subject to wear and tear and in all cases of non-compliance with the Company's instructions for use and maintenance are excluded;
c) Within the guarantee period, the Purchaser must contact the Company or anyone expressly authorised by the Company in advance exclusively for technical interventions of any kind on the goods supplied; if this does not occur, all guarantees shall be immediately forfeited. For parts not manufactured by the Company, such as motors, locks, handles, springs, guides, ropes, bolts, levers, coverings made of other materials, etc., the Company shall not be held liable in the event of documented unavailability of spare parts.
d) The guarantee covers the cost of procurement/repair ex our premises. No indemnity shall be recognised for indirect charges for any reason whatsoever resulting from the defect of the goods. By way of example only: no charges are acknowledged for collection and disposal of damaged materials replaced under warranty, charges for downtime, assembly and annexes, financial charges for late payments, etc.
7) PAYMENTS: Payment terms are essential for the Company, the Purchaser may not suspend, delay or change payments due to disputes, reporting of defects or faults and/or for any dispute. Payments shall be made at the domicile of the Company, the debtor being responsible for the transmission of the sums due, whatever the means chosen. It is understood that the issue of securities, bills of exchange, cheques, assignments, etc. does not constitute novation of the original relationship. The Purchaser's non-payment of even a single supply, or any disputes with charges that have not been agreed upon, shall give the Company the right to suspend further supplies or to terminate the contract ipso jure, without the Purchaser having any rights. In the event of late payment on the agreed due dates, default interest shall accrue pursuant to Legislative Decree No. 231/2002. All expenses incurred as a result of the delay and/or non-payment shall also be due.
8) PROPERTY RESERVATION: The Purchaser acknowledges and accepts that the Company, pursuant to Art. 1523 of the Italian Civil Code, shall retain ownership of the purchased goods until payment of the last instalment of the price or the last bill of exchange or title. For fireproof locks and sectional locks, reference shall be made to the unique numbering carried on the identification plate affixed to each good for the purpose of identification. Declarations of conformity with certificates and ministerial approvals shall only be forwarded once ownership has been transferred. In the event of payment by instalments or deferred payment, failure to pay a single instalment, or the failure to pay a single instalment when due, shall result in forfeiture of the benefit of the term pursuant to Article 1186 of the Italian Civil Code, with the Company having the right to claim the entire credit.
9) DISPUTES: For any dispute concerning the interpretation, execution or termination of this contract, the Court of Padua (PD) shall have exclusive jurisdiction.
12) REVERSE CHARGE: Taking into account the answer provided by the Italian Revenue Agency during the videoconference held on 20 January 2007 at point 3.6 "Reverse Charge: construction and installation of windows and doors" we inform you that our Company has ATECOFIN code 28.75.2 section D and is therefore not ascribable to the construction sector, therefore, it is not subject to reverse-charge regardless of the type of contract that binds us to our customer.
13) TRACKING OF FLOWS L. 136/2010:
13.a) Novoferm Schievano SRL undertakes the obligation of traceability of financial flows pursuant to L.136 of 13.08.2010 in public works.
13.b) Identification details of the bank account dedicated non-exclusively to public works:
UNICREDIT SPA IBAN IT 95 V 02008 62520 000101144026
The following are authorised to operate in the bank account:
Dr. Francescato Mario born on 17/04/62 in Castelfranco Veneto TV, Tax code FRNMRA62D17C111L;
Ms Eleonora Lisato born on 12/03/69 in Padua PD, Tax code LSTLNR69C52G224P.
Both are domiciled for the purpose at the registered office.
13.c) In the event that the CIG / CUP number has not already been indicated in your previous documents, it must be communicated to us as soon as possible.
If we do not receive it, we will hold you responsible for failure to send it and for any subsequent failure to fulfil your obligations.
14) SOLID RESPONSIBILITY FOR CONTRACTS:
Pursuant to Circ. ag. Entrate 40/E of 8.10.2012, Novoferm Schievano SRL undertakes, at the customer's simple request, to provide a self-certification of the fulfilment of all obligations due in terms of tax, wages and contributions. No sworn declaration by the professional will be issued instead.