These terms and conditions are considered to be known by all buyers as they are published on the website of F.B. S.r.l., at www.FBpompe.com.
All F.B. S.r.l. sales are governed by these T & C’s.
Each order received by F.B. S.r.l. from the Customer implies the Customer’s unconditional acceptance of these T & C’s.
“CUSTOMER OFFER” refers to the written document issued by F.B. S.r.l. intended to obtain an order proposal from the Customer.
“ORDER CONFIRMATION” means the written document issued by F.B. S.r.l. and sent to the Customer for acceptance, stating the terms of sale (including but not limited to: prices, discounts, terms and conditions of payment, delivery method).
These terms and conditions consist of 16 paragraphs divided into points.
Availability of the products mentioned in the brochure/quotation is not guaranteed. It is subject to changes without notice, except for the contents of para. 2.3.
The customer offer is valid and binding for proposals received within 3 working days from the date of issue, unless indicated otherwise in the offer.
The prices and currencies for F.B. S.r.l. goods are those stated in the “Order Confirmation”.
Unless agreed otherwise, F.B. S.r.l.’s prices do not include VAT nor any other tax, duty, charge or cost imposed by any authority in relation to the goods, or the supply of the goods (“Taxes”). The amount of any Tax collected in relation to the sale of the goods to the Customer shall be paid by the Customer and shall be charged by F.B. S.r.l. to the Customer together with the goods, or separately.
If F.B. S.r.l. grants a discount, the discount only applies to the individual consignment mentioned on the Order Confirmation.
Unless the prices were indicated as fixed by F.B. S.r.l. in the Order Confirmation, F.B. S.r.l. may increase the price of any goods not yet delivered, if there has been an increase in the factors determining the cost. These factors include but are not limited to: raw materials, ancillary materials, energy, products F.B. S.r.l. buys from third parties, wages, social insurance contributions, amounts collected by the Public Administration, transport and insurance costs. F.B. S.r.l. will inform the Customer of any such increases.
Unless specified otherwise the prices indicated in the Customer Offer or Order Confirmation include appropriate packaging, and are ex-works from the F.B. S.r.l. factory at Via Valchiampo, 68 Montorso Vicentino (Vicenza), Italy or DAP to the indicated destination, according to Incoterms 2010.
CONCLUSION OF CONTRACT
The contract for sale is only concluded when the F.B. S.r.l. sends the Customer the “Order Confirmation”, for acceptance.
These T & C’s prevail over any other provisions included by the Customer in its own terms and conditions of purchase, in the order proposal or in any other document issued by the Customer or by another party.
Any variations or derogations to these T & C's must be made in writing and must be countersigned by both parties on a date prior to the order confirmation. They must be stated on the Order Confirmation otherwise they will have no effect whatsoever for the purposes of the contract for sale.
CANCELLATION OF ORDER
Once the Order Confirmation has been issued, the order can only be cancelled within 2 working days from receipt. The date on the document will be relied on for this purpose.
After F.B. S.r.l. has issued the Confirmation, the order may not be cancelled, nor may any part of it be changed after the date indicated in paragraph 6.1, save for a written agreement between the Parties. If the order is cancelled or partially or completely changed, the raw materials and/or costs incurred up until that time will be charged to the Customer.
The commissioning of F.B. S.r.l. products is under the Customer’s sole care and responsibility.
The Customer will perform all the certification activities for Goods into which the F.B. S.r.l. Products are incorporated, and guaranteees that the Products conform to the current laws in force in the countries in which the Products are to be sold or utilised.
The Customer must guarantee that the staff working on the Product/machine during production, use, maintenance, cleaning or in any other phase are qualified, and are familiar with regulations on safety in the workplace, accident prevention and environmental protection, and that they will conform to such laws.
Before starting to operate the F.B. S.r.l. products or carrying out any work on the F.B. S.r.l. products as supplied, the operators must have read and understood all the documentation in the use and maintenance manual. No work must be carried out on the Products before the technical documents provided by F.B. S.r.l. have been read and understood. If the documents are lost or are not delivered with the machine, the Customer must immediately request a copy from F.B. S.r.l., by registered post.
EXECUTION OF SERVICES BY F.B. S.r.l.
The materials will be prepared in accordance with the terms of the official F.B. S.r.l. Order Confirmation, subject to unforeseen circumstances and events of force majeure.
Any circumstances that prevent or delay the preparation and/or delivery of the products (including but not limited to: strikes, uprisings, events of war, lockouts, fires, earthquakes, flooding, import bans, late deliveries by F.B. S.r.l. suppliers, roadblocks or limited energy supplies or adverse atmospheric events) will be recognised by the Customer as events of force majeure. F.B. S.r.l. may not be held responsible for the late delivery in such cases.
The delivery date indicated on the Order Confirmation is always indicative and may never be of the essence (within the meaning of Article 1457 of the Italian civil code) in favour of the Customer. F.B. S.r.l. may in any case apply a 15-day allowance on the delivery date indicated on the Order Confirmation.
Any delay in the confirmed delivery date shall not establish a right to compensation for any direct or indirect damages caused by the late delivery of the product, nor the right to terminate the contract of sale.
Unless agreed otherwise, the terms of delivery are ex-works from the F.B. S.r.l. factory at Via Valchiampo, 68 Montorso Vicentino (Vicenza), Italy or DAP to the indicated destination, according to Incoterms 2010. These terms will be indicated in the Order Confirmation.
The goods always travel at the Customer’s risk and peril, even if the delivery is DAP.
The packaging included in the price is standard packaging. Any special packaging must be specifically requested when placing the order, and a cost will be charged for this.
F.B. S.r.l. guarantees that the goods will conform to the specifications contained in the technical documents attached to the product and will comply with the terms of warranty in accordance with current laws and the contents of paragraph 10.
Upon delivery and during the handling, use, processing, transport, storage and sale of the goods to third parties, the Customer will inspect the goods and will verify that the goods as supplied correspond to the contractual specifications.
Complaints about the Products must be sent in writing and must be received by F.B. S.r.l. no later than:
seven (7) days from the date of delivery in the case of defects, shortages or insufficiencies that can be verified during a routine inspection on delivery;
seven (7) days from the date on which other types of defects were verified or should have been verified; in any case no later than six (6) months from the date of delivery of the Products.
The Use or processing of the goods will be considered to be unconditional acceptance of the Products as delivered, and a waiver of any complaint about the Products.
The sole criterion used to determine whether the Products as delivered correspond to the Product specifications as contained in the F.B. S.r.l. Order Confirmation, is the testing of samples or documents kept by F.B. S.r.l., to be taken in accordance with the test methods used by F.B. S.r.l.. Any goods for which F.B. S.r.l. provides written consent for return will be returned to F.B. S.r.l. at the Buyer’s risk. Returns are to be sent to the destination indicated by F.B. S.r.l..
During the acceptance phase, and in accordance with the terms stipulated in paragraph 9.2, the Customer may reject a disputed product. The Customer may not reject all of the goods delivered.
Complaints do not affect the Customer’s obligation to pay for the supplies. The Customer may not under any circumstances suspend and/or delay the payment for the supplies beyond the agreed terms, and may not take any action or raise any objection unless the invoice for the disputed Products has been paid.
On receipt of a complaint, F.B. S.r.l. may suspend all subsequent supplies until the complaint has been resolved.
F.B. S.r.l. products are guaranteed for 1 year from the date of delivery of the Products, in accordance with the current provisions of law.
F.B. S.r.l. warrants that on the date of delivery, each item will correspond to the Specifications as contained in the order confirmation. If and to the extent that the Products do not satisfy the guarantee, and this is determined in accordance with the provisions of Article 9 of these T & C’s, the disputed products must be delivered to F.B. S.r.l. or to any person authorised to carry out tests and works on F.B. S.r.l.’s behalf.
Terms and conditions:
Shipping and subsequent collection of the disputed product is at the customer’s expense.
Within a reasonable period F.B. S.r.l. must repair or replace – at its discretion – the products, at no cost to the Customer. F.B. S.r.l. may, but is not obligated, to allow the Customer to return the products against reimbursement at the price originally invoiced.
F.B. S.r.l.’s obligation is limited to the repair or replacement of the goods, and the “out-of-pocket” costs of the works (hours of work, spare parts) will only be borne in accordance with the terms of paragraphs 10.4, 10.5 and 10.6.
Any replaced parts remain the property of F.B. S.r.l..
The warranty, and thus F.B. S.r.l.’s obligation to repair, replace or allow return against reimbursements as mentioned in paragraph 10.3.3 will lapse if the following conditions are not met:
F.B. S.r.l. is promptly informed of the alleged non-conformity and of the return of the goods if applicable, in accordance with paragraph 9 of these T & C’s;
the products are received intact and complete with all accessories delivered with them;
the Customer has used the F.B. S.r.l. product in accordance with the contents of the use and maintenance manual supplied with the product;
the complaint is not attributable to factors unrelated to the product itself, including but not limited to: improper use or use beyond the permitted limits, improper installation, atmospheric events, tampering etc.
no modifications of any kind have been made to the product, except with prior authorisation from F.B. S.r.l..
the product is returned intact or is not dismantled, except with prior authorisation from F.B. S.r.l..
use of the product was interrupted when the cause of the complaint was discovered;
the complaint is not due to normal wear and tear resulting from worn materials.
In any case the warranty does not apply to:
new products never previously installed and still sealed in the original packaging;
any part of the product that may be subject to deterioration and/or wear and tear and/or to periodic replacement.
All forms of indemnity and any form of direct and indirect damages (also towards third parties) are excluded, for the temporary non-use of the purchased products.
LIMITATION OF LIABILITY
All forms of indemnity and any form of direct and indirect damages (also towards third parties) are excluded, for the temporary non-use of the purchased products. Under no circumstances will F.B. S.r.l. be liable towards the Customer or to any other person for any special, incidental, indirect, consequential loss or any damages of a punitive nature, nor is F.B. S.r.l. liable for any loss, cost or expense including but not limited to loss of goodwill, loss of sales or profits, interruption to work, non-production, deterioration of other Products or of any other item, not even in the event that such losses derive from or are related to a breach of warranty, breach of contract, misrepresentation, false declaration, fault or other. Notwithstanding any statement to the contrary contained in this document, F.B. S.r.l.’s liability for any claim for compensation deriving from or related to the Products and their Use shall not, under any circumstances, exceed the sum paid by the Customer for the goods forming the object of the complaint.
COLLECTION AND DELIVERY OF GOODS
On expiry of the agreed terms of delivery, and within 10 days of receipt of the goods-ready notice, which is to be sent in writing by fax and/or by email, the Customer is obligated to collect the goods with ex-works delivery or, in the case of DAP delivery, to accept delivery at the destination indicated on the order.
After the period referred to in paragraph 8.1 has elapsed and the goods have not been collected or accepted on delivery, a regular sales invoice will be issued and the period of payment stated on the Order Confirmation and in the invoice itself will commence. Any Products that have been ordered but not collected may be stored outdoors. F.B. S.r.l. will be exempted from all liability in this regard and the Customer’s warranty will be invalidated. The Customer will be charged the costs of handling and storing the goods at the rate of 1% of their value, for each week of storage.
PAYMENTS AND LATE PAYMENTS BY CUSTOMER
The place of payment for all intents and purposes is F.B. S.r.l.’s head office, whatever form of payment was agreed, unless stipulated otherwise in writing.
Cheques and other forms of payment are only accepted subject to collection.
The period for payment starts from the date indicated on the invoice even if the goods have not been dispatched for reasons beyond the control of F.B. S.r.l.. From the same date, the risk of storing the goods transfers to the Customer, for any events beyond the control of F.B. S.r.l..
If there are multiple delivery dates after the date of the invoice, the period for payment always starts from the date of the invoice.
The transfer of title to the contractual goods only takes place after the agreed price has been paid in full, in accordance with Articles 1523 et seq of the civil code.
In the event of late payment, the Customer is obligated to pay default interest in accordance with Article 5 of it. legislative decree 231/2002, at the same rate, plus €50,00 for each invoice paid late, by way of reimbursement for the costs of issuing payment reminders.
If multiple contracts have been made between the Customer and F.B. S.r.l., any disputes arising in relation to the goods in one or more consignments will not give the Customer the right to suspend the payment for any consignments that were not disputed. If there are multiple contracts, and if the Customer has not fulfilled its obligation to pay the price of even a single consignment, F.B. S.r.l. may suspend the pending supplies and refuse to fulfil the other contracts, subject in any event to its right to compensation for damages.
During the agreed payment period, F.B. S.r.l. may immediately demand all amounts owing to it if the Customer does not meet the payment of even a single instalment and if, during the fulfilment of the contract, the Customer has difficulty in meeting its commitments, even temporarily.
If payments are made by instalments, the Customer acknowledges and accepts that F.B. S.r.l. may demand payment in full plus interest, even if only a single instalment is missed. In such a case the Customer will lose the right of the payment terms granted, pursuant to Article 1186 it. civil code.
Furthermore F.B. S.r.l. may, at its discretion, consider the contract legally terminated and thereby demand the immediate return of the delivered materials, retaining by way of indemnity all the paid instalments, and demand payment of the due instalments and 3/5 (three-fifths) of the instalments yet to fall due, without affecting its right to compensation for further losses.
F.B. S.r.l.'S RIGHT OF CANCELLATION AND SUSPENSION
F.B. S.r.l. may terminate the contract without any obligation or responsibility towards the Customer, if:
it becomes aware of a situation of insolvency, protested bills or of the start of precautionary legal proceedings, ordinary legal proceedings, insolvency proceedings or extrajudicial proceedings against the Customer;
circumstances arise that alter the stability of the markets, the value of the currency, the conditions in the industry producing the raw materials and the conditions in its own supply chain.
If the Customer delays payment for more than 30 days after the natural expiry date of the invoice in question, F.B. S.r.l. may consider the contract legally terminated without any penalty, damages, claim for compensation of any kind being attributed to it, without affecting F.B. S.r.l.’s right to demand from the Customer compensation for all and any cost or direct or indirect loss suffered by F.B. S.r.l. as a result of the termination.
SEVERABILITY AND CONVERSION
Should any provision of these T & C's be considered invalid or unenforceable, this shall not affect the validity or enforceability of the other provisions agreed between the Parties and it shall be separated from them. Any provisions considered invalid or unenforceable will be amended in such a way that, within the limits permitted by law, they correspond to the legal and economic intention of the original provision.
GOVERNING LAWS AND FORUM
Any dispute pertaining to the interpretation, application, execution or termination of the contract and relating to these T & C’s will be governed by the laws of Italy and will be referred exclusively to the jurisdiction of the Court of Vicenza, even in the case of connected proceedings.
The rights and obligations arising for the Parties from or in relation to the F.B. S.r.l. Confirmation and/or these T & C’s will be governed by, interpreted by and enforced in accordance with the laws of Italy, with the exclusion of international provisions on conflict of laws. The application of international Conventions on the international sale of goods (CISG) is hereby excluded.
In the event of discrepancies between the Italian version and the other translations of these terms and conditions, the Italian version shall prevail