Termini e Condizioni di Vendita di Beni e Servizi

1. Definizioni

• "Customer" means any legal person or corporate body whose order is accepted by the Company.
• "Contract" means the agreement for the supply of Goods and/or Services by the Company to the Customer.
• "Goods" means any goods forming the subject of the Contract, including parts, components, and materials incorporated in them.
• "Services" means any services forming the subject of the Contract.

2. Accordo

These terms and conditions apply to and form part of every Contract for the sale of Goods and/or supply of Services entered into between the parties.

In the event of inconsistency between these conditions and any other terms, these conditions prevail unless a written variation is expressly agreed by authorized representatives with specific reference to this clause.

Quotations for Goods are an invitation to treat and become binding only upon issuance of the Company invoice/acknowledgement. Quotations for Services are estimates and may be amended to reflect actual time and costs incurred.

3. Ordini e Specifiche

The Company may reasonably change specifications where required by law, safety, or where quality and performance are not materially affected.

Cancellation requires the Company written consent and reimbursement of losses, costs, damages, charges, and expenses incurred due to cancellation.

• At least 7 days written notice is required for postponement or cancellation of delivery/services dates.
• Where notice is insufficient, additional costs arising from postponement are payable by the Customer.

4. Pagamento

Prices are as quoted and, unless otherwise stated, are ex works and exclude certification, testing, and VAT at invoicing date.

The Company may increase price with reasonable notice when justified by special requirements, regulatory changes, out-of-hours work, or cost increases beyond Company control.

Where a deposit is specified, 20% is payable on acknowledgement and the balance is payable on completion, delivery, or immediately prior to dispatch (including per-installment terms where applicable).

• If no specific credit terms are agreed, payment is due by the last working day of the month following invoice delivery month.
• Title passes only after full cleared payment.
• Late payment may trigger interest at 5% yearly compounded monthly, suspension/cancellation of deliveries, and appropriation of payments at Company discretion.

5. Consegna

Delivery and performance dates are approximate and delays do not create liability where caused by any circumstance.

The Customer must provide suitable supervision and ensure the site is accessible and appropriate for heavy goods vehicle delivery.

Failure to accept delivery or provide proper instructions may entitle the Company to store Goods at Customer cost or sell Goods and account for surplus/shortfall.

• Each installment delivery is a separate contract.
• Offloading time is limited to 30 minutes; additional time may be charged as demurrage under the Contract.
• Defects/shortages must be notified in writing within 7 days of delivery/completion, failing which Goods/Services are deemed accepted.

6. Rischio e Proprieta

Risk passes on completion, delivery, or tender of refused delivery. Property does not pass until all amounts due are paid in full in cleared funds.

Until title passes, Goods are held on fiduciary basis, separately stored, protected, insured, and identifiable as Company property.

The Company may repossess unpaid Goods and retains rights of lien, sale, and allocation of sale proceeds toward outstanding sums.

• Customer must not pledge or charge unpaid Goods.
• If Goods are lost or stolen, Customer must promptly notify Company and either replace Goods or pay outstanding liability.
• Customer authorizes Company to liaise with insurers and receive insurance proceeds as needed to discharge liability.

7. Garanzie e Responsabilita

The Company is not liable for defects caused by fair wear and tear, misuse, negligence, unauthorized modifications, or failure to follow instructions.

Except where prohibited by law (including death/personal injury from negligence), liability exclusions and limitations apply to the maximum extent permitted.

The Company may, at its sole discretion, repair defects due to bad workmanship/materials notified in writing within 12 months from supply/provision date.

• Consequential losses, including lost profit, are excluded except where expressly stated.
• Any indemnifiable claim must be notified to the Company in writing within 14 days of receipt.
• Maximum liability is limited to Contract price unless covered by effective insurance beyond that amount.

8. Imposte / Immatricolazione

The Customer is exclusively responsible for all taxes, duties, fees, tolls, levies, VAT, customs and domestication costs connected with sale, delivery, import, transfer, use, and re-export of Goods and Services.

Goods under temporary admission/customs control remain subject to applicable legal and customs obligations. The Customer must comply and provide supporting documentation on request.

9. Disegni, Piani e Proprieta Intellettuale

All drawings, plans, tools, patterns, specifications, technical information, and estimates remain exclusive Company property, including copyright, even if costs are charged in whole or part to the Customer.

Such materials are confidential and may not be disclosed to third parties without prior written Company authorization.

Where production/services follow Customer specifications, the Customer indemnifies the Company against all IP infringement claims, losses, and costs.

10. Forza Maggiore

The Company is not liable for delay or failure in performance caused by events beyond reasonable control and expectation.

11. Salute e Sicurezza

Compliance with health, safety, welfare, and related requirements at Customer-designated premises is the exclusive responsibility of the Customer.

Where Services involve cleansing or handling Goods, the Customer must disclose in writing any substances carried or contained and indemnify the Company against resulting claims and losses.

12. Risoluzione

The Company may terminate the Contract immediately by written notice upon Customer default, insolvency events, enforcement actions, restructuring events, appointment of receiver/administrator, or analogous foreign proceedings.

Upon termination, sums due for delivered but unpaid Goods become immediately payable without prejudice to Company rights and remedies.

13. Disposizioni Generali

No third-party rights are conferred unless expressly agreed in writing. The Company may subcontract all or part of Contract performance.

These conditions and any Contract are governed by Swiss law and deemed made in Switzerland.

All disputes are submitted to the exclusive jurisdiction of the Courts of Lugano, Switzerland.

Waiver or delay in enforcement does not waive rights. Notices must be in writing to registered office/principal place of business. Assignment requires prior written consent.