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Terms and Conditions of Sale
General Terms and Conditions of Sale
Document D-51-9022
Art. 1 – General Information
a) These General Terms and Conditions of Sale and Supply apply to all deliveries and services provided by DETAS S.p.A. (hereinafter referred to as “DETAS”) to the Customer. Any conflicting terms and conditions of the Customer shall be deemed valid only if expressly acknowledged in writing by DETAS.
b) These general terms and conditions of sale and delivery are valid even if they are not attached in a particular case, provided that the Customer has been made aware of them in another manner.
c) If any provision of these General Terms and Conditions of Sale and Supply is found to be invalid, in whole or in part, the contracting parties shall replace such provision with a new provision that most closely approximates the legal and economic purpose of the original provision.
d) Offers (especially those contained in price lists, brochures, on the Internet, etc.) are not binding.
e) All legally binding agreements and statements by the contracting parties must be in writing to be valid. In the event of any conflict between the contractual provisions agreed upon in writing and these terms and conditions, the contractual provisions shall prevail.
Art. 2 – Conclusion of the Contract / Orders
f) Orders submitted directly to DETAS or received by DETAS through its agents or representatives shall not be considered definitively accepted until DETAS provides written confirmation (order confirmation).
g) The contract is deemed to be concluded when DETAS confirms acceptance of the order in writing (order confirmation) or issues an invoice.
h) Any discrepancies between the order and the order confirmation or invoice shall become part of the contract, unless the Customer objects in writing within 5 business days of receiving the order confirmation. We reserve the right to correct only calculation errors.
i) Any modification or cancellation of an order requested by the Customer will be considered only if received in writing by DETAS seven (7) days prior to shipment of the goods. Once this deadline has passed, the Customer will be required to honor any order placed.
j) In the case of goods produced to order, DETAS reserves the right to accept any changes to the order at any time. Such orders will be considered binding.
Art. 3 – Prices
k) Unless otherwise agreed, all prices are net, in euros, with no discounts.
l) Surcharges for small order quantities or express deliveries, shipping and packaging costs, as well as costs associated with fulfilling special requests, are the responsibility of the Customer and are listed separately on the invoice. VAT is also the responsibility of the Customer.
m) If, during the period between the execution of the contract and delivery, prices should change due to unforeseeable circumstances (particularly currency fluctuations and supplier prices), DETAS reserves the right to adjust the prices accordingly.
Art. 4 – Delivery Deadline
a) The delivery date specified in the order confirmation and on the invoice applies. It begins upon the execution of the contract.
b) The delivery deadline shall be extended accordingly if: b1) DETAS does not receive the data necessary for the performance of the contract in a timely manner, or if the Customer modifies the data at a later time, causing a delay in delivery; b2) obstacles arise that DETAS is unable to overcome despite exercising due care, regardless of whether they occur at DETAS, the Customer, or a third party.
c) A delay in delivery does not entitle the Customer to compensation or other remedies. Furthermore, the Customer is not entitled to terminate the contract.
d) If, due to events beyond its control that occur at its own premises or those of its suppliers, DETAS is unable to make a delivery or to make it on time, it shall have the right to terminate the contract in whole or in part. In particular, DETAS reserves the right to make partial deliveries.
Art. 5 – Transfer of Risks
The risks associated with the goods—and, in particular, those related to their transportation—are transferred to the Customer upon delivery of the goods, which occurs at the time of shipment or pickup of said goods from DETAS’s facilities or warehouses, for every sale, regardless of the destination and regardless of the terms of sale or payment for transportation. However, for orders based on INCOTERMS, the INCOTERMS rules in effect at the time of sale shall apply. It is the Customer’s sole responsibility to protect its rights vis-à-vis the carrier by taking the appropriate measures within the timeframes and in the manner prescribed by the regulations applicable to such cases.
Art. 6 – Packaging, Transportation, and Risks
The goods travel at the Customer’s own risk (Art. 5), even if shipped carriage paid; DETAS’s liability therefore ceases as soon as the goods leave its warehouses. Unless otherwise agreed, packaging and shipping costs are charged to the Customer. Any insurance coverage, whether for transportation risks or any other type of risk, is provided only upon the Customer’s explicit request and at the Customer’s expense. In the absence of specific instructions, our Company will arrange for the shipment of the goods using the method it deems most appropriate.
Art. 7 – Inspection and Acceptance of Deliveries
a) The Customer is required to inspect the goods within 5 business days of receipt and to report any defects to DETAS in writing within that period. Once this period has expired, the goods are deemed accepted.
b) DETAS must either remedy the defects reported, as described in paragraph 7a, that it acknowledges or for which it is responsible, or, at its discretion, replace the defective goods.
c) The Customer may not assert any other rights regarding defects of any kind in the goods supplied, except for those expressly mentioned in Articles 7 and 8.
Art. 8 – Warranty and Liability for Defects
n) The warranty period begins upon arrival of the goods at the agreed-upon delivery location. The goods may consist of multiple components, each of which may be covered by a different warranty period. Specifically, this warranty is valid for a period of twenty-four (24) months, excluding batteries and, in general, consumables, for which the warranty period is six months. Replaced or repaired goods are not covered by a new warranty.
(o) The Customer is entitled only to the replacement or repair of defective merchandise. Refunds and price reductions are excluded.
p) The warranty shall be void prematurely due to improper modifications or repairs made by the Customer or a third party, or if, in the event of a defect, the Customer does not immediately give DETAS the opportunity to remedy it.
q) DETAS assumes no liability for defects attributable to inaccurate information provided by the Customer. DETAS also assumes no liability for defects resulting from normal wear and tear, improper maintenance, improper use, excessive use, force majeure, or other causes not attributable to DETAS.
r) DETAS is not liable for consequential or indirect damages arising from the use of, or temporary unavailability of, the product supplied, particularly for lost profits and any inconvenience to the Customer.
(s) In the event that third parties seek compensation from DETAS for product liability damages resulting from a defect not attributable to DETAS, the Customer shall reimburse DETAS for all expenses incurred.
Art. 9 – Retention of Title
DETAS retains title to the goods until full payment of the price and any ancillary charges has been made; however, it is hereby specified that the risks associated with the goods are transferred to the purchaser upon delivery, as specified in Article 5 above. Consequently, in the event of partial or non-payment, DETAS reserves the right to demand, upon first request and without further formalities, the return of the delivered goods, regardless of their location. Goods stored on the Customer’s premises (warehouses, storage facilities, or elsewhere) shall be deemed to pertain to the unpaid invoices. The purchaser therefore undertakes not to grant any third party any right that could prejudice the enforcement of this clause. Any and all expenses related to the return of the goods to DETAS’s premises shall be borne by the Customer. In the event that the Customer becomes subject to bankruptcy proceedings, the Customer must: (I) notify DETAS within 24 hours and (II) immediately cease the sale of any goods for which the Customer has not yet acquired ownership. The Customer shall also be required to comply with its obligations as the custodian of the goods. Consequently, the Customer must pay the price of the goods in the event of any shortage, whether accidental or not. The Customer agrees not to remove any packaging or labels from goods in storage that have not yet been paid for.
Art. 10 – Failure to Pay
a) Failure to pay even a single invoice constitutes a material breach and entitles DETAS to suspend further deliveries or to consider the contract immediately terminated due to the Customer’s breach, without prejudice to any right to claim damages. Similarly, if the contract provides for deferred payment and the Customer fails to pay by the due date or files a complaint regarding a shipment that has already been delivered, DETAS shall have the right to revoke that condition and require advance payment for subsequent deliveries. If the Customer fails to comply with this request, DETAS may terminate the contract, reserving the right to claim compensation for damages. If payment is not made by the due date indicated on the invoice, late payment interest shall become fully due and payable—without formal notice and without prejudice to any claims for damages—as of the day following the due date.
b) If the purchaser’s financial situation gives rise to justified concerns, DETAS reserves the right, for orders currently in progress, to require payment in cash or in advance.
c) In the event of staggered shipments of the products covered by an order or agreement, the invoices corresponding to each delivery are due on their respective due dates, without waiting for the delivery of all the products covered by the order or agreement.
Art. 11 – Force Majeure
The following are contractually considered to be force majeure events and shall constitute grounds for the termination or suspension of DETAS’s obligations, without the Customer being entitled to raise any objection: incidents affecting the production and storage of its products; the partial or total suspension of the supply of raw materials or energy; failures by carriers; fires; floods; machinery breakdowns; total or partial strikes; administrative decisions; third-party interventions; wars, and any external event of a nature likely to delay, prevent, or render the fulfillment of DETAS’s obligations economically excessive.
Art. 12 – Jurisdiction and Governing Law
a) This contract is governed by Italian law, excluding the Vienna Convention on the Sale of Goods.
b) The court of Brescia shall have exclusive jurisdiction over any dispute that may arise between the contracting parties.